Voya Financial, Inc. (Form: 10-Q, Received: 11/06/2019 16:32:13)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————————————

FORM 10-Q



(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-35897______________________________________

Voya Financial, Inc.

(Exact name of registrant as specified in its charter)



Delaware	52-1222820
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)



230 Park Avenue
New York	New York	10169
(Address of principal executive offices)		(Zip Code)

(212) 309-8200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	VOYA	New York Stock Exchange
Depositary Shares, each representing a 1/40^th	VOYAPrB	New York Stock Exchange
interest in a share of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B, $0.01 par value	VOYAPrB	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 1, 2019, 134,799,167 shares of Common Stock, $0.01 par value, were outstanding.



	1

Voya Financial, Inc.

Form 10-Q for the period ended September 30, 2019

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION (UNAUDITED)

Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income	7
	Condensed Consolidated Statements of Changes in Shareholders' Equity	8
	Condensed Consolidated Statements of Cash Flows	12
	Notes to Condensed Consolidated Financial Statements:	13
	1. Business, Basis of Presentation and Significant Accounting Policies	13
	2. Discontinued Operations	20
	3. Investments (excluding Consolidated Investment Entities)	21
	4. Derivative Financial Instruments	35
	5. Fair Value Measurements (excluding Consolidated Investment Entities)	41
	6. Deferred Policy Acquisition Costs and Value of Business Acquired	52
	7. Share-based Incentive Compensation Plans	53
	8. Shareholders' Equity	55
	9. Earnings per Common Share	58
	10. Accumulated Other Comprehensive Income (Loss)	59
	11. Income Taxes	63
	12. Financing Agreements	64
	13. Commitments and Contingencies	65
	14. Consolidated Investment Entities	68
	15. Restructuring	75
	16. Segments	77
	17. Condensed Consolidating Financial Information	83

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	98

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	147

Item 4.	Controls and Procedures	147

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	148

Item 1A.	Risk Factors	148

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	148

Item 5.	Other Information	148

Item 6.	Exhibits	150

Exhibit Index		151

Signature		152



	2

Table of Contents

For the purposes of the discussion in this Quarterly Report on Form 10-Q, 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.

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Risk Factors," and "Management’s Discussion and Analysis of Financial Condition and Results of Operations," contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels, (v) persistency and lapse levels, (vi) interest rates, (vii) currency exchange rates, (viii) general competitive factors, (ix) changes in laws and regulations, (x) changes in the policies of governments and/or regulatory authorities, and (xi) our ability to successfully manage the separation of the fixed and variable annuities businesses that we sold to VA Capital Company LLC on June 1, 2018, including the transition services on the expected timeline and economic terms. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under "Risk Factors," "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties" in the Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-35897) (the "Annual Report on Form 10-K").

The risks included here are not exhaustive. Current reports on Form 8-K and other documents filed with the Securities and Exchange Commission ("SEC") include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.



	3

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2019 (Unaudited) and December 31, 2018

(In millions, except share and per share data)



	September 30, 2019		December 31, 2018
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $45,468 as of 2019 and $45,241 as of 2018)	$	51,114	$	46,298
Fixed maturities, at fair value using the fair value option	3,461		2,956
Equity securities, at fair value (cost of $337 as of 2019 and $255 as of 2018)	373		273
Short-term investments	145		168
Mortgage loans on real estate, net of valuation allowance of $1 as of 2019 and $2 as of 2018	8,319		8,676
Policy loans	1,796		1,833
Limited partnerships/corporations	1,486		1,158
Derivatives	575		247
Other investments	104		90
Securities pledged (amortized cost of $1,590 as of 2019 and $1,824 as of 2018)	1,804		1,867
Total investments	69,177		63,566
Cash and cash equivalents	1,376		1,538
Short-term investments under securities loan agreements, including collateral delivered	1,833		1,684
Accrued investment income	679		650
Premium receivable and reinsurance recoverable	6,780		6,860
Deferred policy acquisition costs and Value of business acquired	2,771		4,116
Current income taxes	118		237
Deferred income taxes	401		1,157
Other assets	1,392		1,336
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	1,565		1,421
Cash and cash equivalents	74		331
Corporate loans, at fair value using the fair value option	544		542
Other assets	6		16
Assets held in separate accounts	80,134		71,228
Total assets	$	166,850	$	154,682



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

	4

Table of Contents

Voya Financial, Inc.

Condensed Consolidated Balance Sheets

September 30, 2019 (Unaudited) and December 31, 2018

(In millions, except share and per share data)



	September 30, 2019			December 31, 2018
Liabilities and Shareholders' Equity:
Future policy benefits	$	15,284		$	14,488
Contract owner account balances	50,953			51,001
Payables under securities loan and repurchase agreements, including collateral held	1,915			1,821
Short-term debt	1			1
Long-term debt	3,041			3,136
Derivatives	517			139
Pension and other postretirement provisions	409			551
Other liabilities	2,173			2,148
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	503			540
Other liabilities	709			688
Liabilities related to separate accounts	80,134			71,228
Total liabilities	155,639			145,741

Commitments and Contingencies (Note 13)

Shareholders' equity:
Preferred stock ($0.01 par value per share; $625 and $325 aggregate liquidation preference as of 2019 and 2018, respectively)	—			—
Common stock ($0.01 par value per share; 900,000,000 shares authorized; 275,382,038 and 272,431,745 shares issued as of 2019 and 2018, respectively; 134,775,320 and 150,978,184 shares outstanding as of 2019 and 2018, respectively)	3			3
Treasury stock (at cost; 140,606,718 and 121,453,561 shares as of 2019 and 2018, respectively)	(5,955		)	(4,981		)
Additional paid-in capital	24,671			24,316
Accumulated other comprehensive income (loss)	3,497			607
Retained earnings (deficit):
Appropriated-consolidated investment entities	—			—
Unappropriated	(11,665		)	(11,732		)
Total Voya Financial, Inc. shareholders' equity	10,551			8,213
Noncontrolling interest	660			728
Total shareholders' equity	11,211			8,941
Total liabilities and shareholders' equity	$	166,850		$	154,682



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

	5

Table of Contents

Voya Financial, Inc.

Condensed Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)

(In millions, except per share data)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Revenues:
Net investment income	$	853		$	855		$	2,548		$	2,491
Fee income	692			704			2,019			2,040
Premiums	571			550			1,738			1,622
Net realized capital gains (losses):
Total other-than-temporary impairments	(3		)	(7		)	(39		)	(21		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			—			1
Net other-than-temporary impairments recognized in earnings	(3		)	(7		)	(39		)	(22		)
Other net realized capital gains (losses)	(12		)	(39		)	91			(325		)
Total net realized capital gains (losses)	(15		)	(46		)	52			(347		)
Other revenue	93			127			308			327
Income (loss) related to consolidated investment entities:
Net investment income	43			62			115			199
Total revenues	2,237			2,252			6,780			6,332
Benefits and expenses:
Policyholder benefits	874			876			2,541			2,290
Interest credited to contract owner account balances	385			392			1,136			1,156
Operating expenses	641			656			2,030			2,001
Net amortization of Deferred policy acquisition costs and Value of business acquired	134			86			286			260
Interest expense	51			47			135			142
Operating expenses related to consolidated investment entities:
Interest expense	8			8			29			30
Other expense	1			1			5			5
Total benefits and expenses	2,094			2,066			6,162			5,884
Income (loss) from continuing operations before income taxes	143			186			618			448
Income tax expense (benefit)	4			21			73			70
Income (loss) from continuing operations	139			165			545			378
Income (loss) from discontinued operations, net of tax	—			—			(82		)	457
Net income (loss)	139			165			463			835
Less: Net income (loss) attributable to noncontrolling interest	19			23			43			81
Net income (loss) available to Voya Financial, Inc.	120			142			420			754
Less: Preferred stock dividends	14			—			24			—
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	106		$	142		$	396		$	754

Net income (loss) per common share:
Basic
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	0.77		$	0.89		$	3.34		$	1.79
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	0.77		$	0.89		$	2.77		$	4.54

Diluted
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	0.74		$	0.87		$	3.22		$	1.73
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	0.74		$	0.87		$	2.67		$	4.39



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Comprehensive Income

For the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)

(In millions)



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	139		$	165		$	463		$	835
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	798			(206		)	3,223			(2,596		)
Other-than-temporary impairments	—			—			2			30
Pension and other postretirement benefits liability	(1		)	(4		)	(3		)	(10		)
Other comprehensive income (loss), before tax	797			(210		)	3,222			(2,576		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	167			(44		)	675			(650		)
Other comprehensive income (loss), after tax	630			(166		)	2,547			(1,926		)
Comprehensive income (loss)	769			(1		)	3,010			(1,091		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	19			23			43			81
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	750		$	(24	)	$	2,967		$	(1,172	)



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2019 (Unaudited)

(In millions)



	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)					Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Appropriated		Unappropriated			Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
Balance as of July 1, 2019	$	—	$	3	$	(5,663	)	$	24,642		$	2,867	$	—	$	(11,785	)	$	10,064		$	675		$	10,739
Adoption of ASU 2018-02	—		—		—			—			—		—		—			—			—			—
Comprehensive income (loss):
Net income (loss)	—		—		—			—			—		—		120			120			19			139
Other comprehensive income (loss), after tax	—		—		—			—			630		—		—			630			—			630
Total comprehensive income (loss)																		750			19			769
Preferred stock issuance	—		—		—			—			—		—		—			—			—			—
Common stock issuance	—		—		—			1			—		—		—			1			—			1
Common stock acquired - Share repurchase	—		—		(290		)	40			—		—		—			(250		)	—			(250		)
Dividends on preferred stock	—		—		—			(14		)	—		—		—			(14		)	—			(14		)
Dividends on common stock	—		—		—			(20		)	—		—		—			(20		)	—			(20		)
Share-based compensation	—		—		(2		)	22			—		—		—			20			—			20
Contributions from (Distributions to) noncontrolling interest, net	—		—		—			—			—		—		—			—			(34		)	(34		)
Balance as of September 30, 2019	$	—	$	3	$	(5,955	)	$	24,671		$	3,497	$	—	$	(11,665	)	$	10,551		$	660		$	11,211



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc. Condensed Consolidated Statements of Changes in Shareholders' Equity For the Nine Months Ended September 30, 2019 (Unaudited) (In millions)

	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings (Deficit)					Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Appropriated		Unappropriated			Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
Balance as of January 1, 2019	$	—	$	3	$	(4,981	)	$	24,316		$	607	$	—	$	(11,732	)	$	8,213		$	728		$	8,941
Adoption of ASU 2018-02	—		—		—			—			343		—		(343		)	—			—			—
Comprehensive income (loss):
Net income (loss)	—		—		—			—			—		—		420			420			43			463
Other comprehensive income (loss), after tax	—		—		—			—			2,547		—		—			2,547			—			2,547
Total comprehensive income (loss)																		2,967			43			3,010
Preferred stock issuance	—		—		—			293			—		—		—			293			—			293
Common stock issuance	—		—		—			3			—		—		—			3			—			3
Common stock acquired - Share repurchase	—		—		(936		)	—			—		—		—			(936		)	—			(936		)
Dividends on preferred stock	—		—		—			(14		)	—		—		(10		)	(24		)	—			(24		)
Dividends on common stock	—		—		—			(23		)	—		—		—			(23		)	—			(23		)
Share-based compensation	—		—		(38		)	96			—		—		—			58			—			58
Contributions from (Distributions to) noncontrolling interest, net	—		—		—			—			—		—		—			—			(111		)	(111		)
Balance as of September 30, 2019	$	—	$	3	$	(5,955	)	$	24,671		$	3,497	$	—	$	(11,665	)	$	10,551		$	660		$	11,211



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Changes in Shareholders' Equity

For the Three Months Ended September 30, 2018 (Unaudited)

(In millions)



	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)					Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Appropriated		Unappropriated			Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
Balance as of July 1, 2018	$	—	$	3	$	(4,442	)	$	23,951		$	943		$	—	$	(11,995	)	$	8,460		$	782		$	9,242
Comprehensive income (loss):
Net income (loss)	—		—		—			—			—			—		142			142			23			165
Reversal of Other Comprehensive Income (Loss) due to Sale of Annuity and CBVA	—		—		—			—			—			—		—			—			—			—
Other comprehensive income (loss), after tax	—		—		—			—			(166		)	—		—			(166		)	—			(166		)
Total comprehensive income (loss)																			(24		)	23			(1		)
Effect of transaction for entities under common control	—		—		—			—			—			—		—			—			—			—
Net consolidations (deconsolidations) of consolidated investment entities	—		—		—			—			—			—		—			—			—			—
Preferred stock issuance	—		—		—			319			—			—		—			319			—			319
Common stock issuance	—		—		—			2			—			—		—			2			—			2
Common stock acquired - Share repurchase	—		—		(250		)	—			—			—		—			(250		)	—			(250		)
Dividends on preferred stock	—		—		—			—			—			—		—			—			—			—
Dividends on common stock	—		—		—			(2		)	—			—		—			(2		)	—			(2		)
Share-based compensation	—		—		(13		)	31			—			—		—			18			—			18
Contributions from (Distributions to) noncontrolling interest, net	—		—		—			—			—			—		—			—			(128		)	(128		)
Balance as of September 30, 2018	$	—	$	3	$	(4,705	)	$	24,301		$	777		$	—	$	(11,853	)	$	8,523		$	677		$	9,200



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc. Condensed Consolidated Statements of Changes in Shareholders' Equity For the Nine Months Ended September 30, 2018 (Unaudited) (In millions)

	Preferred Stock		Common Stock		Treasury Stock			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)					Total Voya Financial, Inc. Shareholders' Equity			Noncontrolling Interest			Total Shareholders' Equity
														Appropriated		Unappropriated
Balance as of January 1, 2018	$	—	$	3	$	(3,827	)	$	23,821		$	2,731		$	—	$	(12,719	)	$	10,009		$	1,030		$	11,039
Cumulative effect of changes in accounting:
Adjustment for adoption of ASU 2014-09	—		—		—			—			—			—		84			84			—			84
Adjustment for adoption of ASU 2016-01	—		—		—			—			(28		)	—		28			—			—			—
Balance as of January 1, 2018 - As adjusted	—		3		(3,827		)	23,821			2,703			—		(12,607		)	10,093			1,030			11,123
Comprehensive income (loss):
Net income (loss)	—		—		—			—			—			—		754			754			81			835
Reversal of Other Comprehensive Income (Loss) due to Sale of Annuity and CBVA	—		—		—			—			(79		)	—		—			(79		)	—			(79		)
Other comprehensive income (loss), after tax	—		—		—			—			(1,847		)	—		—			(1,847		)	—			(1,847		)
Total comprehensive income (loss)																			(1,172		)	81			(1,091		)
Effect of transaction for entities under common control	—		—		—			(31		)	—			—		—			(31		)	—			(31		)
Net consolidations (deconsolidations) of consolidated investment entities	—		—		—			—			—			—		—			—			(33		)	(33		)
Preferred stock issuance	—		—		—			319			—			—		—			319			—			319
Common stock issuance	—		—		—			3			—			—		—			3			—			3
Common stock acquired - Share repurchase	—		—		(850		)	100			—			—		—			(750		)	—			(750		)
Dividends on preferred stock	—		—		—			—			—			—		—			—			—			—
Dividends on common stock	—		—		—			(5		)	—			—		—			(5		)	—			(5		)
Share-based compensation	—		—		(28		)	94			—			—		—			66			—			66
Contributions from (Distributions to) noncontrolling interest, net	—		—		—			—			—			—		—			—			(401		)	(401		)
Balance as of September 30, 2018	$	—	$	3	$	(4,705	)	$	24,301		$	777		$	—	$	(11,853	)	$	8,523		$	677		$	9,200



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2019 and 2018 (Unaudited)

(In millions)



	Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities:
Net cash provided by operating activities - continuing operations	$	851		$	172
Net cash provided by operating activities - discontinued operations	—			1,462
Net cash provided by operating activities	851			1,634
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	5,999			5,845
Equity securities	20			93
Mortgage loans on real estate	858			700
Limited partnerships/corporations	181			245
Acquisition of:
Fixed maturities	(6,232		)	(6,515		)
Equity securities	(30		)	(26		)
Mortgage loans on real estate	(508		)	(761		)
Limited partnerships/corporations	(371		)	(270		)
Short-term investments, net	23			419
Derivatives, net	35			61
Sales from consolidated investment entities	484			888
Purchases within consolidated investment entities	(1,120		)	(740		)
Collateral (delivered) received, net	(55		)	76
Other, net	(37		)	2
Net cash (used in) provided by investing activities - discontinued operations	(128		)	34
Net cash (used in) provided by investing activities	(881		)	51
Cash Flows from Financing Activities:
Deposits received for investment contracts	4,686			4,327
Maturities and withdrawals from investment contracts	(4,724		)	(4,197		)
Settlements on deposit contracts	(6		)	—
Proceeds from issuance of debt with maturities of more than three months	—			350
Repayment of debt with maturities of more than three months	(106		)	(350		)
Debt issuance costs	—			(6		)
Borrowings of consolidated investment entities	853			588
Repayments of borrowings of consolidated investment entities	(726		)	(543		)
Contributions from (distributions to) participants in consolidated investment entities, net	598			(126		)
Proceeds from issuance of common stock, net	3			3
Proceeds from issuance of preferred stock, net	293			319
Share-based compensation	(17		)	(13		)
Common stock acquired - Share repurchase	(936		)	(750		)
Dividends paid on common stock	(23		)	(5		)
Dividends paid on preferred stock	(24		)	—
Principal payments for financing leases	(3		)	—
Net cash used in financing activities - discontinued operations	—			(1,209		)
Net cash used in financing activities	(132		)	(1,612		)
Net (decrease) increase in cash and cash equivalents	(162		)	73
Cash and cash equivalents, beginning of period	1,538			1,716
Cash and cash equivalents, end of period	$	1,376		$	1,789
Non-cash investing and financing activities:
Initial recognition of operating leases upon adoption of ASU 2016-02	$	146		$	—
Leased assets in exchange for finance lease liabilities	68			—



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

1. Business, Basis of Presentation and Significant Accounting Policies

Business

Voya Financial, Inc. and its subsidiaries (collectively the "Company") is a financial services organization in the United States that offers a broad range of retirement services, investment management services, mutual funds, group insurance and supplemental health products.

The Company provides its principal products and services through four segments: Retirement, Investment Management, Employee Benefits and Individual Life. In addition, the Company includes in Corporate activities not directly related to its segments, results of the Retained Business (defined in the Discontinued Operations Note to these Condensed Consolidated Financial Statements) and certain run-off activities that are not meaningful to the Company's business strategy. See the Segments Note to these Condensed Consolidated Financial Statements.

After conducting a strategic review of the Individual Life business, in October 2018, the Company announced that it would retain the in-force block of individual life policies and cease new individual life insurance sales, effective December 31, 2018. Applications for individual life insurance policies were accepted through the end of 2018, resulting in some placement of policies in early 2019. The Company will continue to manage its existing in-force Individual Life business as a separate segment, with results included in the Company's Adjusted operating earnings before income taxes.

Prior to May 2013, the Company was an indirect, wholly-owned subsidiary of ING Groep N.V. ("ING Group" or "ING"), a global financial services holding company based in The Netherlands. In May 2013, Voya Financial Inc. completed its initial public offering of common stock, including the issuance and sale of common stock by Voya Financial, Inc. and the sale of shares of common stock owned indirectly by ING Group. Between October 2013 and March 2015, ING Group completed the sale of its remaining shares of common stock of Voya Financial, Inc. in a series of registered public offerings.

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are unaudited. The preparation of financial statements in conformity with U.S. GAAP requires management 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 Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates.

The Condensed Consolidated Financial Statements include the accounts of Voya Financial, Inc. and its subsidiaries, as well as partnerships (voting interest entities ("VOEs")) in which the Company has control and variable interest entities ("VIEs") for which the Company is the primary beneficiary. See the Consolidated Investment Entities Note to these Condensed Consolidated Financial Statements. Intercompany transactions and balances have been eliminated.

The accompanying Condensed Consolidated Financial Statements reflect adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of September 30, 2019, its results of operations, comprehensive income and changes in shareholders' equity for the three and nine months ended September 30, 2019 and 2018, and its statements of cash flows for the nine months ended September 30, 2019 and 2018, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance.

The December 31, 2018 Consolidated Balance Sheet is from the audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K, filed with the SEC. Therefore, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company's Annual Report on Form 10-K.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Adoption of New Pronouncements

The following table provides a description of the Company's adoption of new Accounting Standard Updates ("ASUs") issued by the Financial Accounting Standards Board ("FASB") and the impact of the adoption on the Company's financial statements.



Standard	Description of Requirements	Effective Date and Method of Adoption	Effect on the Financial Statements or Other Significant Matters
ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	This standard, issued in February 2018, permits a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 ("Tax Reform"). Stranded tax effects arise because U.S. GAAP requires that the impact of a change in tax laws or rates on deferred tax liabilities and assets be reported in net income, even if related to items recognized within accumulated other comprehensive income. The amount of the reclassification would be based on the difference between the historical corporate income tax rate and the newly enacted 21% corporate income tax rate, applied to deferred tax liabilities and assets reported within accumulated other comprehensive income.	January 1, 2019, with the change reported in the period of adoption.	The impact to the January 1, 2019 Condensed Consolidated Balance Sheet was an increase to AOCI of $343, with a corresponding decrease to Retained earnings. The ASU did not have a material impact on the Company's results of operations, cash flows, or disclosures.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



Standard	Description of Requirements	Effective Date and Method of Adoption	Effect on the Financial Statements or Other Significant Matters
ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities	This standard, issued in August 2017, enables entities to better portray risk management activities in their financial statements, as follows: • Expands an entity's ability to hedge nonfinancial and financial risk components and reduces complexity in accounting for fair value hedges of interest rate risk, • Eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item, and • Eases certain documentation and assessment requirements and modifies the accounting for components excluded from the assessment of hedge effectiveness, and modifies required disclosures. In October 2018, the FASB issued an amendment which expands the list of U.S. benchmark interest rates permitted in the application of hedge accounting.	January 1, 2019, using the modified retrospective method, with the exception of the presentation and disclosure requirements which were adopted prospectively.	The adoption had no effect on the Company's financial condition, results of operations, or cash flows. The adoption resulted in a change to the Company's significant accounting policy with respect to Derivatives, as follows: Fair Value Hedge: For derivative instruments that are designated and qualify as a fair value hedge, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is recorded in the same line item in the Condensed Consolidated Statements of Operations as impacted by the hedged item. Cash Flow Hedge: For derivative instruments that are designated and qualify as a cash flow hedge, the entire change in the fair value of the hedging instrument included in the assessment of hedge effectiveness is reported as a component of AOCI. Those amounts are subsequently reclassified to earnings when the hedged item affects earnings, and are reported in the same line item in the Condensed Consolidated Statements of Operations as impacted by the hedged item. Other required disclosure changes have been included in Note 4, Derivative Financial Instruments.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



Standard	Description of Requirements	Effective Date and Method of Adoption	Effect on the Financial Statements or Other Significant Matters
ASU 2016-02, Leases	This standard, issued in February 2016, requires lessees to recognize a right-of-use asset and a lease liability for all leases with terms of more than 12 months. The lease liability will be measured as the present value of the lease payments, and the asset will be based on the liability. For income statement purposes, expense recognition will depend on the lessee's classification of the lease as either finance, with a front-loaded amortization expense pattern similar to current capital leases, or operating, with a straight-line expense pattern similar to current operating leases. Lessor accounting will be similar to the current model, and lessors will be required to classify leases as operating, direct financing, or sales-type. ASU 2016-02 also replaces the sale-leaseback guidance to align with the new revenue recognition standard, addresses statement of operation and statement of cash flow classification, and requires additional disclosures for all leases. In addition, the FASB issued various amendments during 2018 to clarify and simplify the provisions and implementation guidance of ASU 2016-02.	January 1, 2019 using the modified retrospective method.	Adoption of the ASU resulted in the establishment of a $146 lease liability for operating leases and a corresponding right-of-use asset, which are included in Other liabilities and Other assets, respectively. The Company elected the practical expedients at transition. The ASU did not impact the Company's Shareholders’ equity or results of operations, and did not materially impact cash flows or disclosures.

Future Adoption of Accounting Pronouncements

Long-Duration Contracts

In August 2018, the FASB issued ASU 2018-12, "Financial Services - Insurance (Topic 944) Targeted Improvements to the Accounting for Long-Duration Contracts" ("ASU 2018-12"), which changes the measurement and disclosures of insurance liabilities and deferred acquisition costs ("DAC") for long-duration contracts issued by insurers. In October 2019, the FASB voted to amend the effective date of ASU 2018-12 for public business entities that are required to file with the SEC to fiscal years beginning after December 15, 2021, including interim periods, with early adoption permitted. The Company is currently in the process of evaluating the provisions of ASU 2018-12. While it is not possible to estimate the expected impact of adoption at this time, the Company believes there is a reasonable possibility that implementation of ASU 2018-12 may result in a significant impact on Shareholders’ equity and future earnings patterns.

In addition to requiring significantly expanded interim and annual disclosures regarding long-duration insurance contract assets and liabilities, ASU 2018-12's provisions include modifications to the accounting for such contracts in the following areas:



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



ASU 2018-12 Subject Area	Description of Requirements	Transition Provisions	Effect on the Financial Statements or Other Significant Matters
Assumptions used to measure the liability for future policy benefits for nonparticipating traditional and limited payment insurance contracts	Requires insurers to review and, if necessary, update cash flow assumptions at least annually. The effect of updating cash flow assumptions will be measured on a retrospective catch-up basis and presented in the Statement of Operations in the period in which the update is made. The rate used to discount the liability for future policy benefits will be required to be updated quarterly, with related changes in the liability recorded in AOCI. The discount rate will be based on an upper-medium grade fixed-income corporate instrument yield reflecting the duration characteristics of the relevant liabilities.	Initial adoption is required to be reported using either a full retrospective or modified retrospective approach. Under either method, upon adoption the liability for future policy benefits will be remeasured using current discount rates as of the beginning of the earliest period presented with the impact recorded as a cumulative effect adjustment to AOCI.	The application of periodic assumption updates for nonparticipating traditional and limited payment insurance contracts is significantly different from the current accounting approach for such liabilities, which is based on assumptions that are locked in at contract inception unless a premium deficiency occurs. Under the current accounting guidance, the liability discount rate is based on expected yields on the underlying investment portfolio held by the insurer. The implications of these requirements, including transition options, and related potential financial statement impacts are currently being evaluated.
Measurement of market risk benefits	Creates a new category of benefit features called market risk benefits, defined as features that protect contract holders from capital market risk and expose the insurers to that risk. Market risk benefits will be required to be measured at fair value, with changes in fair value recognized in the Statement of Operations, except for changes in fair value attributable to changes in the instrument-specific credit risk, which will be recorded in AOCI.	Full retrospective application is required. Upon adoption, any difference between the fair value and pre-adoption carrying value of market risk benefits not currently measured at fair value will be recorded to retained earnings. In addition, the cumulative effect of changes in instrument-specific credit risk will be reclassified from retained earnings to AOCI.	Under the current accounting guidance, certain features that are expected to meet the definition of market risk benefits are accounted for as either insurance liabilities (for example, GMDB and GMIB) or embedded derivatives (for example, GMWBL and GMWB). The implications of these requirements and related potential financial statement impacts are currently being evaluated.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



ASU 2018-12 Subject Area	Description of Requirements	Transition Provisions	Effect on the Financial Statements or Other Significant Matters
Amortization of DAC and other balances	Requires DAC (and other balances that refer to the DAC model, such as deferred sales inducement costs and unearned revenue liabilities) for all long-duration contracts to be measured on a constant level basis over the expected life of the contract.	Initial adoption is required to be reported using either a full retrospective or modified retrospective approach. The method of transition applied for DAC and other balances must be consistent with the transition method selected for future policy benefit liabilities, as described above.	This approach is intended to approximate straight-line amortization and cannot be based on revenue or profits as it is under the current accounting model. Related amounts in AOCI will be eliminated upon adoption. ASU 2018-12 did not change the existing accounting guidance related to value of business acquired ("VOBA") and net cost of reinsurance, which allows, but does not require, insurers to amortize such balances on a basis consistent with DAC. The implications of these requirements, including transition options, and related potential financial statement impacts are currently being evaluated.

The following table provides a description of future adoptions of other new accounting standards that may have an impact on the Company's financial statements when adopted:



Standard	Description of Requirements	Effective date and transition provisions	Effect on the financial statements or other significant matters
ASU 2019-04, Codification Improvements to Financial Instruments	This standard, issued in April 2019, represents changes to clarify, correct errors in, and improve the financial instruments guidance in the following areas: • Topic 326, Financial Instruments-Credit Losses, • Topic 815, Derivatives and Hedging, and • Topic 825, Financial Instruments.	Generally January 1, 2020, including interim periods, with early adoption permitted. The effective dates and transition methods vary by provision.	The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2019-04.
ASU 2018-15, Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract	This standard, issued in August 2018, requires a customer in a hosting arrangement that is a service contract to follow the guidance for internal-use software projects to determine which implementation costs to capitalize as an asset. Capitalized implementation costs are required to be expensed over the term of the hosting arrangement. In addition, a customer is required to apply the impairment and abandonment guidance for long-lived assets to the capitalized implementation costs. Balances related to capitalized implementation costs must be presented in the same financial statement line items as other hosting arrangement balances, and additional disclosures are required.	January 1, 2020 with early adoption permitted. Initial adoption of ASU 2018-15 may be reported either on a prospective or retrospective basis.	The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2018-15.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



Standard	Description of Requirements	Effective date and transition provisions	Effect on the financial statements or other significant matters
ASU 2018-14, Changes to the Disclosure Requirements for Defined Benefit Plans	This standard, issued in August 2018, eliminates certain disclosure requirements that are no longer considered cost beneficial and requires new disclosures that are considered relevant.	January 1, 2021 with early adoption permitted. Initial adoption of ASU 2018-14 is required to be reported on a retrospective basis for all periods presented.	The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2018-14.
ASU 2018-13, Changes to the Disclosure Requirements for Fair Value Measurement	This standard, issued in August 2018, simplifies certain disclosure requirements for fair value measurement.	January 1, 2020, including interim periods, with early adoption permitted. The transition method varies by provision.	The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2018-13.
ASU 2016-13, Measurement of Credit Losses on Financial Instruments	This standard, issued in June 2016: • Introduces a new current expected credit loss ("CECL") model to measure impairment on certain types of financial instruments, • Requires an entity to estimate lifetime expected credit losses, under the new CECL model, based on relevant information about historical events, current conditions, and reasonable and supportable forecasts, • Modifies the impairment model for available-for-sale debt securities, and • Provides a simplified accounting model for purchased financial assets with credit deterioration since their origination. In addition, the FASB issued various amendments during 2018 and 2019 to clarify the provisions of ASU 2016-13.	January 1, 2020, including interim periods, with early adoption permitted. Initial adoption of ASU 2016-13 is required to be reported on a modified retrospective basis, with a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, except for certain provisions that are required to be applied prospectively.	The Company does not expect the adoption of this guidance to have a material impact on the Company’s financial condition, results of operations or cash flows; however, implementation efforts are ongoing. The CECL requirements apply to financial assets held at amortized cost, the most significant of which, for the Company, are mortgage loans and reinsurance recoverable balances. Implementation efforts currently in progress include the finalization of CECL models and continuing analysis of model output, as well as development of related processes, controls, and disclosures.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

2. Discontinued Operations

On June 1, 2018, the Company consummated a series of transactions (collectively, the "2018 Transaction") pursuant to a Master Transaction Agreement dated December 20, 2017 (the "MTA") with VA Capital Company LLC ("VA Capital") and Athene Holding Ltd. ("Athene"). As part of the 2018 Transaction, Venerable Holdings, Inc. ("Venerable"), a wholly owned subsidiary of VA Capital, acquired two of the Company's subsidiaries, Voya Insurance and Annuity Company ("VIAC") and Directed Services, LLC ("DSL"), and VIAC and other Voya subsidiaries reinsured to Athene substantially all of their fixed and fixed indexed annuities business. In connection with the 2018 Transaction, VIAC and another Voya subsidiary engaged in a series of reinsurance arrangements pursuant to which Voya and its subsidiaries other than VIAC retained VIAC’s businesses other than variable annuities and fixed and fixed indexed annuities. Pursuant to the terms of the 2018 Transaction, the Company has retained a small number of CBVA and Annuities policies that are not included in the disposed businesses described above as "Retained Business."

During the second quarter of 2019, the Company settled the outstanding purchase price true-up amounts with VA Capital. The Company does not anticipate further material charges in connection with the 2018 Transaction. Income(loss) from discontinued operations, net of tax for the nine months ended September 30, 2019 includes a $82 charge related to the purchase price true-up settlement in connection with the 2018 Transaction.

The following table summarizes the components of Income (loss) from discontinued operations, net of tax for the nine months ended September 30, 2019 and 2018:



	Nine Months Ended September 30,
	2019			2018
Revenues:
Net investment income	$	—		$	510
Fee income	—			295
Premiums	—			(50		)
Total net realized capital gains (losses)	—			(345		)
Other revenue	—			10
Total revenues	—			420
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	—			442
Operating expenses	—			(14		)
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			49
Interest expense	—			10
Total benefits and expenses	—			487
Income (loss) from discontinued operations before income taxes	—			(67		)
Income tax expense (benefit)	—			(19		)
Adjustment to loss on sale, net of tax	(82		)	505
Income (loss) from discontinued operations, net of tax	$	(82	)	$	457



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

3. Investments (excluding Consolidated Investment Entities)

Fixed Maturities

Available-for-sale and fair value option ("FVO") fixed maturities were as follows as of September 30, 2019:



	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives⁽²⁾		Fair Value		OTTI⁽³⁾⁽⁴⁾
Fixed maturities:
U.S. Treasuries	$	1,661	$	603	$	—	$	—	$	2,264	$	—
U.S. Government agencies and authorities	198		64		—		—		262		—
State, municipalities and political subdivisions	1,644		170		—		—		1,814		—
U.S. corporate public securities	18,281		2,933		54		—		21,160		—
U.S. corporate private securities	6,343		588		29		—		6,902		—
Foreign corporate public securities and foreign governments⁽¹⁾	5,224		662		24		—		5,862		—
Foreign corporate private securities⁽¹⁾	4,979		301		12		—		5,268		—
Residential mortgage-backed securities	5,563		297		23		33		5,870		9
Commercial mortgage-backed securities	3,983		338		1		—		4,320		—
Other asset-backed securities	2,643		49		35		—		2,657		2
Total fixed maturities, including securities pledged	50,519		6,005		178		33		56,379		11
Less: Securities pledged	1,590		230		16		—		1,804		—
Total fixed maturities	$	48,929	$	5,775	$	162	$	33	$	54,575	$	11

⁽¹⁾ Primarily U.S. dollar denominated.

⁽²⁾ Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Other net realized capital gains (losses) in the Condensed Consolidated Statements of Operations.

⁽³⁾ Represents Other-than-Temporary-Impairments ("OTTI") reported as a component of Other comprehensive income (loss).

⁽⁴⁾ Amount excludes $458 of net unrealized gains on impaired available-for-sale securities.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Available-for-sale and FVO fixed maturities were as follows as of December 31, 2018:



	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives⁽²⁾		Fair Value		OTTI⁽³⁾⁽⁴⁾
Fixed maturities:
U.S. Treasuries	$	1,937	$	360	$	2	$	—	$	2,295	$	—
U.S. Government agencies and authorities	204		38		—		—		242		—
State, municipalities and political subdivisions	1,652		29		22		—		1,659		—
U.S. corporate public securities	19,210		1,053		415		—		19,848		—
U.S. corporate private securities	6,264		138		170		—		6,232		—
Foreign corporate public securities and foreign governments⁽¹⁾	5,429		193		167		—		5,455		—
Foreign corporate private securities⁽¹⁾	5,176		70		152		—		5,094		—
Residential mortgage-backed securities	4,616		214		53		26		4,803		11
Commercial mortgage-backed securities	3,438		33		55		—		3,416		—
Other asset-backed securities	2,095		30		48		—		2,077		2
Total fixed maturities, including securities pledged	50,021		2,158		1,084		26		51,121		13
Less: Securities pledged	1,824		107		64		—		1,867		—
Total fixed maturities	$	48,197	$	2,051	$	1,020	$	26	$	49,254	$	13

⁽¹⁾ Primarily U.S. dollar denominated.

⁽³⁾ Represents OTTI reported as a component of Other comprehensive income (loss).

⁽⁴⁾ Amount excludes $300 of net unrealized gains on impaired available-for-sale securities.

The amortized cost and fair value of fixed maturities, including securities pledged, as of September 30, 2019, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.



	Amortized Cost		Fair Value
Due to mature:
One year or less	$	1,045	$	1,056
After one year through five years	6,441		6,699
After five years through ten years	9,036		9,763
After ten years	21,808		26,014
Mortgage-backed securities	9,546		10,190
Other asset-backed securities	2,643		2,657
Fixed maturities, including securities pledged	$	50,519	$	56,379

The investment portfolio is monitored to maintain a diversified portfolio on an ongoing basis. Credit risk is mitigated by monitoring concentrations by issuer, sector and geographic stratification and limiting exposure to any one issuer.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

As of September 30, 2019 and December 31, 2018, the Company did not have any investments in a single issuer, other than obligations of the U.S. Government and government agencies, with a carrying value in excess of 10% of the Company’s Total shareholders' equity.

The following tables present the composition of the U.S. and foreign corporate securities within the fixed maturity portfolio by industry category as of the dates indicated:



	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Fair Value
September 30, 2019
Communications	$	2,406	$	460	$	—	$	2,866
Financial	5,165		715		2		5,878
Industrial and other companies	14,828		1,725		41		16,512
Energy	3,778		535		61		4,252
Utilities	6,347		800		7		7,140
Transportation	1,477		167		3		1,641
Total	$	34,001	$	4,402	$	114	$	38,289

December 31, 2018
Communications	$	2,554	$	162	$	35	$	2,681
Financial	5,200		293		90		5,403
Industrial and other companies	15,591		487		422		15,656
Energy	4,034		194		143		4,085
Utilities	6,560		253		158		6,655
Transportation	1,281		47		32		1,296
Total	$	35,220	$	1,436	$	880	$	35,776

The Company has elected the FVO for certain of its fixed maturities to better match the measurement of assets and liabilities in the Condensed Consolidated Statements of Operations. Certain collateralized mortgage obligations ("CMOs"), primarily interest-only and principal-only strips, are accounted for as hybrid instruments and reported at fair value with changes in the fair value recorded in Other net realized capital gains (losses) in the Condensed Consolidated Statements of Operations.

The Company invests in various categories of CMOs, including CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to significant decreases and increases in interest rates resulting in the prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. As of September 30, 2019 and December 31, 2018, approximately 39.7% and 41.6%, respectively, of the Company's CMO holdings, were invested in the above mentioned types of CMOs such as interest-only or principal-only strips, that are subject to more prepayment and extension risk than traditional CMOs.

Public corporate fixed maturity securities are distinguished from private corporate fixed maturity securities based upon the manner in which they are transacted. Public corporate fixed maturity securities are issued initially through market intermediaries on a registered basis or pursuant to Rule 144A under the Securities Act of 1933 (the "Securities Act") and are traded on the secondary market through brokers acting as principal. Private corporate fixed maturity securities are originally issued by borrowers directly to investors pursuant to Section 4(a)(2) of the Securities Act, and are traded in the secondary market directly with counterparties, either without the participation of a broker or in agency transactions.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Repurchase Agreements

As of September 30, 2019 and December 31, 2018, the Company did not have any securities pledged in dollar rolls or reverse repurchase agreements. As of September 30, 2019, the carrying value of securities pledged and obligation to repay loans related to repurchase agreement transaction was $65 and included in Securities pledged and Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets. As of December 31, 2018, the carrying value of securities pledged and obligation to repay loans related to repurchase agreement transaction was $45 and $46, respectively. Securities pledged related to repurchase agreements are comprised of other asset-backed securities.

Securities Lending

The Company engages in securities lending whereby the initial collateral is required at a rate of 102% of the market value of the loaned securities. The lending agent retains the collateral and invests it in high quality liquid assets on behalf of the Company. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates. The lending agent indemnifies the Company against losses resulting from the failure of a counterparty to return securities pledged where collateral is insufficient to cover the loss. As of September 30, 2019 and December 31, 2018, the fair value of loaned securities was $1,535 and $1,635, respectively, and is included in Securities pledged on the Condensed Consolidated Balance Sheets.

If cash is received as collateral, the lending agent retains the cash collateral and invests it in short-term liquid assets on behalf of the Company. As of September 30, 2019 and December 31, 2018, cash collateral retained by the lending agent and invested in short-term liquid assets on the Company's behalf was $1,329 and $1,581, respectively, and is recorded in Short-term investments under securities loan agreements, including collateral delivered on the Condensed Consolidated Balance Sheets. As of September 30, 2019 and December 31, 2018, liabilities to return collateral of $1,329 and $1,581, respectively, are included in Payables under securities loan and repurchase agreements, including collateral held on the Condensed Consolidated Balance Sheets.

The Company accepts non-cash collateral in the form of securities. The securities retained as collateral by the lending agent may not be sold or re-pledged, except in the event of default, and are not reflected on the Company’s Condensed Consolidated Balance Sheets. This collateral generally consists of U.S. Treasury, U.S. Government agency securities and MBS pools. As of September 30, 2019 and December 31, 2018, the fair value of securities retained as collateral by the lending agent on the Company’s behalf was $260 and $111, respectively.

The following table presents borrowings under securities lending transactions by asset class pledged as of the dates indicated:



	September 30, 2019 ⁽¹⁾⁽²⁾		December 31, 2018 ⁽¹⁾⁽²⁾
U.S. Treasuries	$	291	$	337
U.S. Government agencies and authorities	37		7
U.S. corporate public securities	869		992
Equity Securities	—		1
Short-term investments	51		—
Foreign corporate public securities and foreign governments	341		355
Payables under securities loan agreements	$	1,589	$	1,692

⁽¹⁾As of September 30, 2019 and December 31, 2018, borrowings under securities lending transactions include cash collateral of $1,329 and $1,581, respectively.

⁽²⁾As of September 30, 2019 and December 31, 2018, borrowings under securities lending transactions include non-cash collateral of $260 and $111, respectively.

The Company's securities lending activities are conducted on an overnight basis, and all securities loaned can be recalled at any time. The Company does not offset assets and liabilities associated with its securities lending program.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Unrealized Capital Losses

Unrealized capital losses (including noncredit impairments), along with the fair value of fixed maturity securities, including securities pledged, by market sector and duration were as follows as of September 30, 2019:



	Twelve Months or Less Below Amortized Cost					More Than Twelve Months Below Amortized Cost					Total
	Fair Value		Unrealized Capital Losses			Fair Value		Unrealized Capital Losses			Fair Value		Unrealized Capital Losses
U.S. Treasuries	$	4	$	—	*	$	49	$	—	*	$	53	$	—	*
State, municipalities and political subdivisions	—		—			1		—		*	1		—		*
U.S. corporate public securities	361		6			319		48			680		54
U.S. corporate private securities	244		4			164		25			408		29
Foreign corporate public securities and foreign governments	60		2			218		22			278		24
Foreign corporate private securities	128		3			237		9			365		12
Residential mortgage-backed	1,049		16			160		7			1,209		23
Commercial mortgage-backed	186		1			7		—		*	193		1
Other asset-backed	788		14			546		21			1,334		35
Total	$	2,820	$	46		$	1,701	$	132		$	4,521	$	178
Total number of securities in an unrealized loss position	405					344					749

*Less than $1.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Twelve Months or Less Below Amortized Cost					More Than Twelve Months Below Amortized Cost				Total
	Fair Value		Unrealized Capital Losses			Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses
U.S. Treasuries	$	24	$	—	*	$	94	$	2	$	118	$	2
State, municipalities and political subdivisions	523		10			241		12		764		22
U.S. corporate public securities	6,544		305			972		110		7,516		415
U.S. corporate private securities	2,348		68			888		102		3,236		170
Foreign corporate public securities and foreign governments	2,379		119			314		48		2,693		167
Foreign corporate private securities	2,130		113			403		39		2,533		152
Residential mortgage-backed	897		18			602		35		1,499		53
Commercial mortgage-backed	1,555		33			550		22		2,105		55
Other asset-backed	1,436		46			98		2		1,534		48
Total	$	17,836	$	712		$	4,162	$	372	$	21,998	$	1,084
Total number of securities in an unrealized loss position	2,338					751				3,089

*Less than $1.

Based on the Company's quarterly evaluation of its securities in a unrealized loss position, described below, the Company concluded that these securities were not other-than-temporarily impaired as of September 30, 2019. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

On a quarterly basis, the Company evaluates its available-for-sale investment portfolio to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. All available-for-sale securities with fair values less than amortized cost are included in the Company’s evaluation. Generally, for non-structured securities, management considers the estimated fair value as the recovery value when available information does not indicate that another value is more appropriate. When information is identified that indicates a recovery value other than estimated fair value, management considers in the determination of recovery value the same consideration utilized in its overall impairment evaluation process, which incorporates available information and the Company’s best estimate of scenario based outcomes regarding the specific security and issuer. The Company also considers quality and amount of any credit enhancement; the security's position within the capital structure of the issuer; fundamentals of the industry and geographic area in which the security issuer operates; and the overall macroeconomic conditions. For structured securities, such as non-agency RMBS, CMBS, and ABS, the Company evaluates other-than-temporary impairments based on actual and projected cash flows, after considering the quality and updated loan-to-value ratios, reflecting current home prices of the underlying collateral, forecasted loss severity, the payment priority in the tranche and any credit enhancement within the structure. In assessing credit impairment, the Company performs discounted cash flow analysis comparing the current amortized cost of a security to the present value of the expected future cash flows, including estimated defaults, and prepayments. The discount rate is generally the effective interest rate of the fixed maturity prior to the impairment.

See the Business, Basis of Presentation and Significant Accounting Policies Note to our Consolidated Financial Statements in Part II, Item 8. in our Annual Report on Form 10-K for the policy used to evaluate whether the investments are other-than-temporarily impaired.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Gross unrealized capital losses on fixed maturities, including securities pledged, decreased $906 from $1,084 to $178 for the nine months ended September 30, 2019. The decrease in gross unrealized capital losses was primarily due to declining interest rates.

At September 30, 2019, $43 of the total $178 of gross unrealized losses were from 10 available-for-sale fixed maturity securities with an unrealized loss position of 20% or more of amortized cost for 12 months or greater.

Evaluating Securities for Other-Than-Temporary Impairments

The Company performs a regular evaluation, on a security-by-security basis, of its available-for-sale securities holdings, including fixed maturity securities, in accordance with its impairment policy in order to evaluate whether such investments are other-than-temporarily impaired.

The following table identifies the Company's impairments included in the Condensed Consolidated Statements of Operations, excluding impairments included in Other comprehensive income (loss) by type for the periods indicated:



	Three Months Ended September 30,
	2019				2018
	Impairment			No. of Securities	Impairment			No. of Securities
U.S. corporate public securities	$	—		—	$	6		2
Foreign corporate public securities and foreign governments⁽¹⁾	—		*	2	—			—
Foreign corporate private securities⁽¹⁾	—		*	1	—			—
Residential mortgage-backed	3			20	1			18
Other asset-backed	—		*	2	—			—
Total	$	3		25	$	7		20
Credit Impairments	$	2			$	—	*
Intent Impairments	$	1			$	7
⁽¹⁾ Primarily U.S. dollar denominated.
*Less than $1
	Nine Months Ended September 30,
	2019				2018
	Impairment			No. of Securities	Impairment			No. of Securities
U.S. corporate public securities	$	—		—	$	6		2
Foreign corporate public securities and foreign governments⁽¹⁾	3			3	—			—
Foreign corporate private securities⁽¹⁾	30			4	14			1
Residential mortgage-backed	3			35	2			39
Other asset-backed	1			5	—			—
Total	$	37		47	$	22		42
Credit Impairments	$	33			$	15
Intent Impairments	$	4			$	7
⁽¹⁾Primarily U.S. dollar denominated.
*Less than $1

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities. In certain situations, new factors, including changes in the business environment, can change the Company’s previous intent to continue holding a security. Accordingly, these factors may lead the Company to record additional intent related capital losses.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the amount of credit impairments on fixed maturities for which a portion of the OTTI loss was recognized in Other comprehensive income (loss) and the corresponding changes in such amounts for the periods indicated:



	Three Months Ended September 30,
	2019		2018
Balance at July 1	$	19	$	22
Additional credit impairments:
On securities previously impaired	—		3
Reductions:
Increase in cash flows	—		—
Securities sold, matured, prepaid or paid down	1		3
Balance at September 30	$	18	$	22

	Nine Months Ended September 30,
	2019		2018
Balance at January 1	$	22	$	40
Additional credit impairments:
On securities previously impaired	—		3
Reductions:
Increase in cash flows	1		—
Securities sold, matured, prepaid or paid down	3		21
Balance at September 30	$	18	$	22

Troubled Debt Restructuring

The Company invests in high quality, well performing portfolios of commercial mortgage loans and private placements. Under certain circumstances, modifications are granted to these contracts. Each modification is evaluated as to whether a troubled debt restructuring has occurred. A modification is a troubled debt restructuring when the borrower is in financial difficulty and the creditor makes concessions. Generally, the types of concessions may include reducing the face amount or maturity amount of the debt as originally stated, reducing the contractual interest rate, extending the maturity date at an interest rate lower than current market interest rates and/or reducing accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific valuation allowance recorded in connection with the troubled debt restructuring. A valuation allowance may have been recorded prior to the quarter when the loan is modified in a troubled debt restructuring. Accordingly, the carrying value (net of the specific valuation allowance) before and after modification through a troubled debt restructuring may not change significantly, or may increase if the expected recovery is higher than the pre-modification recovery assessment. For the three and nine months ended September 30, 2019, the Company had one new commercial mortgage loan troubled debt restructuring with a pre-modification and post-modification carrying value of $3. For the three months ended September 30, 2019, the Company did not have any new private placement troubled debt restructuring. For the nine months ended September 30, 2019, the Company had one new private placement troubled debt restructuring with a pre-modification cost basis of $124 and post-modification carrying value of $90. For the three and nine months ended September 30, 2018, the Company did not have any new commercial mortgage loan or private placement troubled debt restructuring.

For the three and nine months ended September 30, 2019 and September 30, 2018, the Company did not have any commercial mortgage loans or private placements modified in a troubled debt restructuring with a subsequent payment default.

Mortgage Loans on Real Estate

The Company diversifies its commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. The Company manages risk when originating commercial mortgage loans by generally lending only up to 75% of the estimated



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

fair value of the underlying real estate. Subsequently, the Company continuously evaluates mortgage loans based on relevant current information including a review of loan-specific credit quality, property characteristics and market trends. Loan performance is monitored on a loan specific basis through the review of submitted appraisals, operating statements, rent revenues and annual inspection reports, among other items. This review ensures properties are performing at a consistent and acceptable level to secure the debt. The components to evaluate debt service coverage are received and reviewed at least annually to determine the level of risk.

The following table summarizes the Company's investment in mortgage loans as of the dates indicated:



	September 30, 2019								December 31, 2018
	Impaired		Non Impaired			Total			Impaired		Non Impaired			Total
Commercial mortgage loans	$	4	$	8,316		$	8,320		$	4	$	8,674		$	8,678
Collective valuation allowance for losses	N/A		(1		)	(1		)	N/A		(2		)	(2		)
Total net commercial mortgage loans	$	4	$	8,315		$	8,319		$	4	$	8,672		$	8,676

N/A - Not Applicable

There were no impairments on the mortgage loan portfolio for the three months ended September 30, 2019. There was one impairment of $2 on the mortgage loan portfolio for the nine months ended September 30, 2019. There were no impairments on the mortgage loan portfolio for the three and nine months ended September 30, 2018.

The following table summarizes the activity in the allowance for losses for commercial mortgage loans for the periods indicated:



	September 30, 2019			December 31, 2018
Collective valuation allowance for losses, balance at January 1	$	2		$	3
Addition to (reduction of) allowance for losses	(1		)	(1		)
Collective valuation allowance for losses, end of period	$	1		$	2

The carrying values and unpaid principal balances of impaired mortgage loans were as follows as of the dates indicated:



	September 30, 2019		December 31, 2018
Impaired loans, gross	$	4	$	4
Less: Allowances for losses on impaired loans	—		—
Impaired loans, net	$	4	$	4
Unpaid principal balance of impaired loans	$	5	$	5

As of September 30, 2019 and December 31, 2018, the Company did not have any impaired loans with allowances for losses.

Commercial loans are placed on non-accrual status when 90 days in arrears if the Company has concerns regarding the collectability of future payments, or if a loan has matured without being paid off or extended.

As of September 30, 2019 and December 31, 2018, the Company had no loans greater than 60 days in arrears and there were no mortgage loans in the Company's portfolio in process of foreclosure. The Company foreclosed on one loan during the nine months ended September 30, 2019 with a carrying value of $5.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents information on the average investment during the period in impaired loans and interest income recognized on impaired and troubled debt restructured loans for the periods indicated:



	Three Months Ended September 30,
	2019		2018
Impaired loans, average investment during the period (amortized cost)⁽¹⁾	$	4	$	4
Interest income recognized on impaired loans, on an accrual basis⁽¹⁾	—		—
Interest income recognized on impaired loans, on a cash basis⁽¹⁾	—		—
Interest income recognized on troubled debt restructured loans, on an accrual basis	—		—
⁽¹⁾ Includes amounts for Troubled debt restructured loans.

	Nine Months Ended September 30,
	2019		2018
Impaired loans, average investment during the period (amortized cost)⁽¹⁾	$	6	$	4
Interest income recognized on impaired loans, on an accrual basis⁽¹⁾	—		—
Interest income recognized on impaired loans, on a cash basis⁽¹⁾	—		—
Interest income recognized on troubled debt restructured loans, on an accrual basis	—		—

⁽¹⁾ Includes amounts for Troubled debt restructured loans.

Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. The LTV ratio, calculated at time of origination, is expressed as a percentage of the amount of the loan relative to the value of the underlying property. A LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property’s net income to its debt service payments. A DSC ratio of less than 1.0 indicates that a property’s operations do not generate sufficient income to cover debt payments. These ratios are utilized as part of the review process described above.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the LTV and DSC ratios as of the dates indicated:



				Recorded Investment
				Debt Service Coverage Ratios
				> 1.5x		>1.25x - 1.5x		>1.0x - 1.25x		< 1.0x		Commercial mortgage loans secured by land or construction loans		Total		% of Total
September 30, 2019⁽¹⁾
Loan-to-Value Ratios:
	0%	-	50%	$	708	$	51	$	12	$	2	$	—	$	773	9.3	%
>	50%	-	60%	1,827		58		70		40		—		1,995		24.0	%
>	60%	-	70%	3,457		629		394		201		—		4,681		56.3	%
>	70%	-	80%	362		217		84		126		13		802		9.6	%
>	80%	and above		31		30		1		7		—		69		0.8	%
Total				$	6,385	$	985	$	561	$	376	$	13	$	8,320	100.0	%

				Recorded Investment
				Debt Service Coverage Ratios
				> 1.5x		>1.25x - 1.5x		>1.0x - 1.25x		< 1.0x		Commercial mortgage loans secured by land or construction loans		Total		% of Total
December 31, 2018⁽¹⁾
Loan-to-Value Ratios:
	0%	-	50%	$	724	$	53	$	25	$	2	$	—	$	804	9.3	%
>	50%	-	60%	1,889		61		51		6		—		2,007		23.1	%
>	60%	-	70%	3,767		520		716		63		39		5,105		58.8	%
>	70%	-	80%	402		160		102		24		6		694		8.0	%
>	80%	and above		18		7		11		8		24		68		0.8	%
Total				$	6,800	$	801	$	905	$	103	$	69	$	8,678	100.0	%

⁽¹⁾Balances do not include collective valuation allowance for losses.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Properties collateralizing mortgage loans are geographically dispersed throughout the United States, as well as diversified by property type, as reflected in the following tables as of the dates indicated:



	September 30, 2019				December 31, 2018
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
Commercial Mortgage Loans by U.S. Region:
Pacific	$	2,071	24.9	%	$	2,078	23.8	%
South Atlantic	1,668		20.1	%	1,771		20.4	%
Middle Atlantic	1,496		18.0	%	1,525		17.6	%
West South Central	857		10.3	%	952		11.0	%
Mountain	898		10.8	%	892		10.3	%
East North Central	733		8.8	%	833		9.6	%
New England	161		1.9	%	154		1.8	%
West North Central	336		4.0	%	390		4.5	%
East South Central	100		1.2	%	83		1.0	%
Total Commercial mortgage loans	$	8,320	100.0	%	$	8,678	100.0	%



	September 30, 2019				December 31, 2018
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
Commercial Mortgage Loans by Property Type:
Retail	$	2,284	27.5	%	$	2,482	28.6	%
Industrial	1,992		23.9	%	2,074		23.9	%
Apartments	2,174		26.1	%	2,110		24.3	%
Office	1,162		14.0	%	1,316		15.2	%
Hotel/Motel	239		2.9	%	210		2.4	%
Other	395		4.7	%	411		4.7	%
Mixed Use	74		0.9	%	75		0.9	%
Total Commercial mortgage loans	$	8,320	100.0	%	$	8,678	100.0	%



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Net Investment Income

The following table summarizes Net investment income for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Fixed maturities	$	689	$	676	$	2,064	$	2,024
Equity securities	4		4		11		10
Mortgage loans on real estate	95		102		289		298
Policy loans	21		24		68		75
Short-term investments and cash equivalents	3		3		10		12
Other	60		76		168		136
Gross investment income	872		885		2,610		2,555
Less: investment expenses	19		30		62		64
Net investment income	$	853	$	855	$	2,548	$	2,491

As of September 30, 2019 and December 31, 2018, the Company had $2 and $5, respectively, of investments in fixed maturities that did not produce net investment income. Fixed maturities are moved to a non-accrual status when the investment defaults.

Interest income on fixed maturities is recorded when earned using an effective yield method, giving effect to amortization of premiums and accretion of discounts. Such interest income is recorded in Net investment income in the Condensed Consolidated Statements of Operations.

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) comprise the difference between the amortized cost of investments and proceeds from sale and redemption, as well as losses incurred due to the credit-related and intent-related other-than-temporary impairment of investments. Realized investment gains and losses are also primarily generated from changes in fair value of embedded derivatives within products and fixed maturities, changes in fair value of fixed maturities recorded at FVO and changes in fair value including accruals on derivative instruments, except for effective cash flow hedges. Net realized capital gains (losses) also include changes in fair value of equity securities. The cost of the investments on disposal is generally determined based on first-in-first-out ("FIFO") methodology.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Net realized capital gains (losses) were as follows for the periods indicated:



	Three Months Ended September 30,
	2019			2018
Fixed maturities, available-for-sale, including securities pledged	$	8		$	9
Fixed maturities, at fair value option	24			(107		)
Equity securities	4			(1		)
Derivatives	(17		)	55
Embedded derivatives - fixed maturities	4			(3		)
Guaranteed benefit derivatives	(40		)	1
Other investments	2			—
Net realized capital gains (losses)	$	(15	)	$	(46	)

	Nine Months Ended September 30,
	2019			2018
Fixed maturities, available-for-sale, including securities pledged	$	2		$	(31	)
Fixed maturities, at fair value option	230			(440		)
Equity securities	19			(3		)
Derivatives	(83		)	87
Embedded derivatives - fixed maturities	7			(15		)
Guaranteed benefit derivatives	(124		)	44
Other investments	1			11
Net realized capital gains (losses)	$	52		$	(347	)

For the three and nine months ended September 30, 2019, the change in the fair value of equity securities still held as of September 30, 2019 was $4 and $19, respectively. For the three and nine months ended September 30, 2018, the change in the fair value of equity securities still held as of September 30, 2018 was $(1) and $(3), respectively.

Proceeds from the sale of fixed maturities, available-for-sale, and equity securities and the related gross realized gains and losses, before tax, were as follows for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Proceeds on sales	$	664	$	287	$	3,862	$	4,089
Gross gains	13		10		73		42
Gross losses	4		8		42		65



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

4. Derivative Financial Instruments

The Company enters into the following types of derivatives:

Interest rate caps and floors: The Company uses interest rate cap contracts to hedge the interest rate exposure arising from duration mismatches between assets and liabilities. Interest rate caps are also used to hedge interest rate exposure if rates rise above a specified level. The Company uses interest rate floor contracts to hedge interest rate exposure if rates decrease below a specified level. The Company pays an upfront premium to purchase these caps and floors. The Company utilizes these contracts in non-qualifying hedging relationships.

Interest rate swaps: Interest rate swaps are used by the Company primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and/or liabilities. Interest rate swaps are also used to hedge the interest rate risk associated with the value of assets it owns or in an anticipation of acquiring them. Using interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest payments, calculated by reference to an agreed upon notional principal amount. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made to/from the counterparty at each due date. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Foreign exchange swaps: The Company uses foreign exchange or currency swaps to reduce the risk of change in the value, yield or cash flows associated with certain foreign denominated invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows against U.S. dollar cash flows at regular periods, typically quarterly or semi-annually. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Credit default swaps: Credit default swaps are used to reduce credit loss exposure with respect to certain assets that the Company owns or to assume credit exposure on certain assets that the Company does not own. Payments are made to, or received from, the counterparty at specified intervals. In the event of a default on the underlying credit exposure, the Company will either receive a payment (purchased credit protection) or will be required to make a payment (sold credit protection) equal to the par minus recovery value of the swap contract. The Company utilizes these contracts in non-qualifying hedging relationships.

Total return swaps: The Company uses total return swaps as a hedge against a decrease in variable annuity account values, which are invested in certain indices. Using total return swaps, the Company agrees with another party to exchange, at specified intervals, the difference between the economic risk and reward of assets or a market index and the London Interbank Offered Rates (LIBOR) rate, calculated by reference to an agreed upon notional principal amount. No cash is exchanged at the onset of the contracts. Cash is paid and received over the life of the contract based upon the terms of the swaps. The Company utilizes these contracts in non-qualifying hedging relationships.

Currency forwards: The Company utilizes currency forward contracts to hedge currency exposure related to its invested assets. The Company utilizes these contracts in non-qualifying hedging relationships.

Forwards: The Company uses forward contracts to hedge certain invested assets against movement in interest rates, particularly mortgage rates. The Company uses To Be Announced mortgage-backed securities as an economic hedge against rate movements. The Company utilizes forward contracts in non-qualifying hedging relationships.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such decreases may correlate to a decrease in variable annuity account values which would increase the possibility of the Company incurring an expense for guaranteed benefits in excess of account values. The Company also uses interest rate futures contracts to hedge its exposure to market risks due to changes in interest rates. The Company enters into exchange traded futures with regulated futures commissions that are members of the exchange. The Company also posts initial and variation margins, with the exchange, on a daily basis. The Company utilizes exchange-traded futures in non-qualifying hedging relationships. The Company may also use futures contracts as a hedge against an increase in certain equity indices.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Swaptions: A swaption is an option to enter into a swap with a forward starting effective date. The Company uses swaptions to hedge the interest rate exposure associated with the minimum crediting rate and book value guarantees embedded in the retirement products that the Company offers. Increases in interest rates will generate losses on assets that are backing such liabilities. In certain instances, the Company locks in the economic impact of existing purchased swaptions by entering into offsetting written swaptions. The Company pays a premium when it purchases the swaption. The Company utilizes these contracts in non-qualifying hedging relationships.

Options: The Company uses equity options to hedge against an increase in various equity indices. Such increases may result in increased payments to the holders of the FIA and IUL contracts. The Company pays an upfront premium to purchase these options. The Company utilizes these options in non-qualifying hedging relationships.

Currency Options: The Company uses currency option contracts to hedge currency exposure related to its invested assets. The Company utilizes these contracts in non-qualifying hedging relationships.

Managed custody guarantees ("MCGs"): The Company issues certain credited rate guarantees on variable fixed income portfolios that represent stand-alone derivatives. The market value is partially determined by, among other things, levels of or changes in interest rates, prepayment rates and credit ratings/spreads.

Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain products that contain embedded derivatives for which market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity rates or credit ratings/spreads. In addition, the Company has entered into coinsurance with funds withheld arrangements, which contain embedded derivatives.

The Company's use of derivatives is limited mainly to economic hedging to reduce the Company's exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, exchange rate risk and equity market risk. It is the Company's policy not to offset amounts recognized for derivative instruments and amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement, which provides the Company with the legal right of offset. However, in accordance with the Chicago Mercantile Exchange ("CME") rules related to the variation margin payments, the Company is required to adjust the derivative balances with the variation margin payments related to its cleared derivatives executed through CME.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The notional amounts and fair values of derivatives were as follows as of the dates indicated:



	September 30, 2019						December 31, 2018
	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives: Qualifying for hedge accounting⁽¹⁾
Cash flow hedges:
Interest rate contracts	$	32	$	—	$	—	$	44	$	—	$	—
Foreign exchange contracts	790		40		4		744		14		23
Derivatives: Non-qualifying for hedge accounting⁽¹⁾
Interest rate contracts	22,813		342		494		24,085		140		109
Foreign exchange contracts	130		2		—		30		—		—
Equity contracts	1,946		191		17		1,756		93		4
Credit contracts	208		—		2		281		—		3
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	N/A		33		—		N/A		26		—
Within products	N/A		—		258		N/A		—		126
Within reinsurance agreements	N/A		—		171		N/A		—		21
Managed custody guarantees	N/A		—		5		N/A		—		—
Total			$	608	$	951			$	273	$	286

⁽¹⁾Open derivative contracts are reported as Derivatives assets or liabilities on the Condensed Consolidated Balance Sheets at fair value.

N/A - Not Applicable

Based on the notional amounts, a substantial portion of the Company’s derivative positions was not designated or did not qualify for hedge accounting as part of a hedging relationship as of September 30, 2019 and December 31, 2018. The Company utilizes derivative contracts mainly to hedge exposure to variability in cash flows, interest rate risk, credit risk, foreign exchange risk and equity market risk. The majority of derivatives used by the Company are designated as product hedges, which hedge the exposure arising from insurance liabilities or guarantees embedded in the contracts the Company offers through various product lines. These derivatives do not qualify for hedge accounting as they do not meet the criteria of being "highly effective" as outlined in ASC Topic 815, but do provide an economic hedge, which is in line with the Company’s risk management objectives. The Company also uses derivatives contracts to hedge its exposure to various risks associated with the investment portfolio. The Company does not seek hedge accounting treatment for certain of these derivatives as they generally do not qualify for hedge accounting due to the criteria required under the portfolio hedging rules outlined in ASC Topic 815. The Company also uses credit default swaps coupled with other investments in order to produce the investment characteristics of otherwise permissible investments that do not qualify as effective accounting hedges under ASC Topic 815.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Although the Company has not elected to net its derivative exposures, the notional amounts and fair values of Over-The-Counter ("OTC") and cleared derivatives excluding exchange traded contracts are presented in the tables below as of the dates indicated:



	September 30, 2019
	Notional Amount		Asset Fair Value			Liability Fair Value
Credit contracts	$	208	$	—		$	2
Equity contracts	1,827		191			17
Foreign exchange contracts	920		42			4
Interest rate contracts	21,028		342			494
			575			517
Counterparty netting⁽¹⁾			(342		)	(342		)
Cash collateral netting⁽¹⁾			(206		)	(175		)
Securities collateral netting⁽¹⁾			(15		)	—
Net receivables/payables			$	12		$	—

⁽¹⁾Represents the netting of receivable balances with payable balances, net of collateral, for the same counterparty under eligible netting agreements.



	December 31, 2018
	Notional Amount		Asset Fair Value			Liability Fair Value
Credit contracts	$	281	$	—		$	3
Equity contracts	1,616		93			3
Foreign exchange contracts	774		14			23
Interest rate contracts	21,575		140			109
			247			138
Counterparty netting⁽¹⁾			(113		)	(113		)
Cash collateral netting⁽¹⁾			(112		)	(9		)
Securities collateral netting⁽¹⁾			(11		)	(15		)
Net receivables/payables			$	11		$	1

⁽¹⁾Represents the netting of receivable balances with payable balances, net of collateral, for the same counterparty under eligible netting agreements.

Collateral

Under the terms of the OTC Derivative International Swaps and Derivatives Association, Inc. ("ISDA") agreements, the Company may receive from, or deliver to, counterparties collateral to assure that terms of the ISDA agreements will be met with regard to the Credit Support Annex ("CSA"). The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. To the extent cash collateral is received and delivered, it is included in Payables under securities loan and repurchase agreements, including collateral held and Short-term investments under securities loan agreements, including collateral delivered, respectively, on the Condensed Consolidated Balance Sheets and is reinvested in short-term investments. Collateral held is used in accordance with the CSA to satisfy any obligations. Investment grade bonds owned by the Company are the source of noncash collateral posted, which is reported in Securities pledged on the Condensed Consolidated Balance Sheets. As of September 30, 2019, the Company held $184 and pledged $152 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. As of December 31, 2018, the Company held $91 and $16 of net cash collateral related to OTC derivative contracts and cleared derivative contracts, respectively. In addition, as of September 30, 2019, the Company delivered $204 of securities and held $15 of securities as collateral. As of December 31, 2018, the Company delivered $187 of securities and held $11 of securities as collateral.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The location and effect of derivatives qualifying for hedge accounting on the Condensed Consolidated Statements of Operations and Condensed Consolidated Statements of Comprehensive Income are as follows for the periods indicated:



	Interest Rate Contracts		Foreign Exchange Contracts
Derivatives: Qualifying for hedge accounting
Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Net investment income		Net investment income
Three Months Ended September 30, 2019
Amount of Gain or (Loss) Recognized in Other Comprehensive Income	$	—	$	33
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	—		3
Nine Months Ended September 30, 2019
Amount of Gain or (Loss) Recognized in Other Comprehensive Income	2		43
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income	—		9

The location and amount of gain (loss) recognized in the Condensed Consolidated Statements of Operations for derivatives qualifying for hedge accounting are as follows for the periods indicated:



	Three Months Ended September 30, 2019
	Net Investment Income		Other net realized capital gains/(losses)
Total amounts of line items presented in the statement of operations in which the effects of cash flow hedges are recorded	$	853	$	(12	)
Derivatives: Qualifying for hedge accounting
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	3		—

	Nine Months Ended September 30, 2019
	Net Investment Income		Other net realized capital gains/(losses)
Total amounts of line items presented in the statement of operations in which the effects of cash flow hedges are recorded	$	2,548	$	91
Derivatives: Qualifying for hedge accounting
Cash flow hedges:
Foreign exchange contracts:
Gain (loss) reclassified from accumulated other comprehensive income into income	9		—



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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The location and effect of derivatives not designated as hedging instruments on the Condensed Consolidated Statements of Operations are as follows for the period indicated:



	Location of Gain or (Loss) Recognized in Income on Derivative	Three Months Ended September 30,
		2019			2018
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Other net realized capital gains (losses)	$	(18	)	$	28
Foreign exchange contracts	Other net realized capital gains (losses)	4			1
Equity contracts	Other net realized capital gains (losses)	(3		)	20
Credit contracts	Other net realized capital gains (losses)	—			3
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	Other net realized capital gains (losses)	4			(3		)
Within products	Other net realized capital gains (losses)	(36		)	1
Within reinsurance agreements	Policyholder benefits	(48		)	6
Managed custody guarantees	Other net realized capital gains (losses)	(4		)	—
Total		$	(101	)	$	56

	Location of Gain or (Loss) Recognized in Income on Derivative	Nine Months Ended September 30,
		2019			2018
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	Other net realized capital gains (losses)	$	(149	)	$	61
Foreign exchange contracts	Other net realized capital gains (losses)	8			4
Equity contracts	Other net realized capital gains (losses)	54			11
Credit contracts	Other net realized capital gains (losses)	4			4
Embedded derivatives and Managed custody guarantees:
Within fixed maturity investments	Other net realized capital gains (losses)	7			(15		)
Within products	Other net realized capital gains (losses)	(120		)	44
Within reinsurance agreements	Policyholder benefits	(170		)	94
Managed custody guarantees	Other net realized capital gains (losses)	(4		)	—
Total		$	(370	)	$	203



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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

5. Fair Value Measurements (excluding Consolidated Investment Entities)

Fair Value Measurement

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of September 30, 2019:



	Level 1			Level 2			Level 3			Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	1,629		$	635		$	—		$	2,264
U.S. Government agencies and authorities	—			262			—			262
State, municipalities and political subdivisions	—			1,814			—			1,814
U.S. corporate public securities	—			21,052			108			21,160
U.S. corporate private securities	—			5,171			1,731			6,902
Foreign corporate public securities and foreign governments⁽¹⁾	—			5,856			6			5,862
Foreign corporate private securities⁽¹⁾	—			4,885			383			5,268
Residential mortgage-backed securities	—			5,835			35			5,870
Commercial mortgage-backed securities	—			4,307			13			4,320
Other asset-backed securities	—			2,534			123			2,657
Total fixed maturities, including securities pledged	1,629			52,351			2,399			56,379
Equity securities	177			—			196			373
Derivatives:
Interest rate contracts	2			340			—			342
Foreign exchange contracts	—			42			—			42
Equity contracts	—			45			146			191
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	3,325			29			—			3,354
Assets held in separate accounts	74,217			5,817			100			80,134
Total assets	$	79,350		$	58,624		$	2,841		$	140,815
Percentage of Level to total	56		%	42		%	2		%	100		%
Liabilities:
Derivatives:
Guaranteed benefit derivatives:
IUL	$	—		$	—		$	161		$	161
Other⁽²⁾	—			—			102			102
Other derivatives:
Interest rate contracts	—			494			—			494
Foreign exchange contracts	—			4			—			4
Equity contracts	1			16			—			17
Credit contracts	—			2			—			2
Embedded derivative on reinsurance	—			171			—			171
Total liabilities	$	1		$	687		$	263		$	951

⁽¹⁾Primarily U.S. dollar denominated.

⁽²⁾Includes Guaranteed minimum withdrawal benefits with life payouts ("GMWBL"), Guaranteed minimum withdrawal benefits ("GMWB"), Fixed Indexed Annuities ("FIA"), Stabilizer and MCGs.



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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2018:



	Level 1			Level 2			Level 3			Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	1,753		$	542		$	—		$	2,295
U.S. Government agencies and authorities	—			242			—			242
State, municipalities and political subdivisions	—			1,659			—			1,659
U.S. corporate public securities	—			19,804			44			19,848
U.S. corporate private securities	—			4,839			1,393			6,232
Foreign corporate public securities and foreign governments⁽¹⁾	—			5,444			11			5,455
Foreign corporate private securities⁽¹⁾	—			4,843			251			5,094
Residential mortgage-backed securities	—			4,775			28			4,803
Commercial mortgage-backed securities	—			3,402			14			3,416
Other asset-backed securities	—			1,939			138			2,077
Total fixed maturities, including securities pledged	1,753			47,489			1,879			51,121
Equity securities	144			—			129			273
Derivatives:
Interest rate contracts	—			140			—			140
Foreign exchange contracts	—			14			—			14
Equity contracts	—			10			83			93
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	3,362			28			—			3,390
Assets held in separate accounts	65,361			5,805			62			71,228
Total assets	$	70,620		$	53,486		$	2,153		$	126,259
Percentage of Level to total	56		%	42		%	2		%	100		%
Liabilities:
Derivatives:
Guaranteed benefit derivatives:
IUL	$	—		$	—		$	82		$	82
Other⁽²⁾	—			—			44			44
Other derivatives:
Interest rate contracts	—			109			—			109
Foreign exchange contracts	—			23			—			23
Equity contracts	1			3			—			4
Credit contracts	—			3			—			3
Embedded derivative on reinsurance	—			21			—			21
Total liabilities	$	1		$	159		$	126		$	286

⁽¹⁾Primarily U.S. dollar denominated.

⁽²⁾Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.



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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Valuation of Financial Assets and Liabilities at Fair Value

Certain assets and liabilities are measured at estimated fair value on the Company’s Condensed Consolidated Balance Sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. The fair value of a liability is based on the amount that would be paid to transfer a liability to a third-party with an equal credit standing. Fair value is required to be a market-based measurement that is determined based on a hypothetical transaction at the measurement date, from a market participant’s perspective. The Company considers three broad valuation approaches when a quoted price is unavailable: (i) the market approach, (ii) the income approach and (iii) the cost approach. The Company determines the most appropriate valuation technique to use, given the instrument being measured and the availability of sufficient inputs. The Company prioritizes the inputs to fair valuation approaches and allows for the use of unobservable inputs to the extent that observable inputs are not available.

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of exit price and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third-party commercial pricing services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from third-party commercial pricing services are non-binding. The Company reviews the assumptions and inputs used by third-party commercial pricing services for each reporting period in order to determine an appropriate fair value hierarchy level. The documentation and analysis obtained from third-party commercial pricing services are reviewed by the Company, including in-depth validation procedures confirming the observability of inputs. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

The valuation approaches and key inputs for each category of assets or liabilities that are classified within Level 2 and Level 3 of the fair value hierarchy are presented below.

For fixed maturities classified as Level 2 assets, fair values are determined using a matrix-based market approach, based on prices obtained from third-party commercial pricing services and the Company’s matrix and analytics-based pricing models, which in each case incorporate a variety of market observable information as valuation inputs. The market observable inputs used for these fair value measurements, by fixed maturity asset class, are as follows:

U.S. Treasuries: Fair value is determined using third-party commercial pricing services, with the primary inputs being stripped interest and principal U.S. Treasury yield curves that represent a U.S. Treasury zero-coupon curve.

U.S. government agencies and authorities, State, municipalities and political subdivisions: Fair value is determined using third-party commercial pricing services, with the primary inputs being U.S. Treasury yield curves, trades of comparable securities, credit spreads off benchmark yields and issuer ratings.

U.S. corporate public securities, Foreign corporate public securities and foreign governments: Fair value is determined using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable securities, issuer ratings, bids and credit spreads off benchmark yields.

U.S. corporate private securities and Foreign corporate private securities: Fair values are determined using a matrix and analytics-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads, credit quality of the issuer and cash flow characteristics of the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer, the presence of guarantees, and prices and quotes for comparably rated publicly traded securities.

RMBS, CMBS and ABS: Fair value is determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt service coverage ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security.



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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3.

Broker quotes and prices obtained from pricing services are reviewed and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

Fair values of privately placed bonds are determined primarily using a matrix-based pricing model and are generally classified as Level 2 assets. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees and the Company’s evaluation of the borrower’s ability to compete in its relevant market. Using this data, the model generates estimated market values, which the Company considers reflective of the fair value of each privately placed bond.

Equity securities: Level 2 and Level 3 equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers.

Derivatives: Derivatives are carried at fair value, which is determined using the Company’s derivative accounting system in conjunction with observable key financial data from third-party sources, such as yield curves, exchange rates, S&P 500 Index prices, LIBOR and Overnight Index Swap ("OIS") rates. The Company uses OIS for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company’s valuation process through counterparty credit rating requirements and monitoring of overall exposure. It is the Company’s policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company’s nonperformance risk is also considered and incorporated in the Company’s valuation process. The Company also has certain credit default swaps 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, which have been classified as Level 3. The remaining derivative instruments are valued based on market observable inputs and are classified as Level 2.

Guaranteed benefit derivatives: The Company records reserves for annuity contracts containing GMWBL and GMWB riders. The guarantee is an embedded derivative and is required to be accounted for separately from the host variable annuity contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of market return scenarios and other market implied assumptions. These derivatives are classified as Level 3 liabilities in the fair value hierarchy.

The index-crediting feature in the Company's FIA and IUL contracts is an embedded derivative that is required to be accounted for separately from the host contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts for FIAs and over the current indexed term for IULs. The cash flow estimates are produced by market implied assumptions. These derivatives are classified as Level 3 liabilities in the fair value hierarchy.

The Company records reserves for Stabilizer and MCG contracts containing guaranteed credited rates. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The estimated fair value is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, the Company projects a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of risk neutral scenarios and other market implied assumptions. These derivatives are classified as Level 3 liabilities.



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Table of Contents

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The discount rate used to determine the fair value of the Company's GMWBL, GMWB, FIA, IUL and Stabilizer embedded derivative liabilities and the stand-alone derivative for MCG includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). The nonperformance risk adjustment incorporates a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of the 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.

The Company's valuation actuaries are responsible for the policies and procedures for valuing the embedded derivatives, reflecting the capital markets and actuarial valuation inputs and nonperformance risk in the estimate of the fair value of the embedded derivatives. The actuarial and capital market assumptions for each liability are approved by each product's Chief Risk Officer ("CRO"), including an independent annual review by the CRO. Models used to value the embedded derivatives must comply with the Company's governance policies.

Quarterly, an attribution analysis is performed to quantify changes in fair value measurements and a sensitivity analysis is used to analyze the changes. The changes in fair value measurements are also compared to corresponding movements in the hedge target to assess the validity of the attributions. The results of the attribution analysis are reviewed by the valuation actuaries, responsible CFOs, Controllers, CROs and/or others as nominated by management.

Embedded derivatives on reinsurance: The carrying value of embedded derivatives is estimated based upon the change in the fair value of the assets supporting the funds withheld payable under reinsurance agreements. The fair value of the embedded derivative is based on market observable inputs and is classified as Level 2.

Transfers in and out of Level 1 and 2

There were no securities transferred between Level 1 and Level 2 for the three and nine months ended September 30, 2019 and 2018. The Company's policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by ASC Topic 820), including but not limited to liquidity spreads for investments within markets deemed not currently active. These valuations, whether derived internally or obtained from a third-party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In addition, the Company has determined, for certain financial instruments, an active market is such a significant input to determine fair value that the presence of an inactive market may lead to classification in Level 3. In light of the methodologies employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional information is presented below.



	45

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize the change in fair value of the Company’s Level 3 assets and liabilities and transfers in and out of Level 3 for the periods indicated:



	Three Months Ended September 30, 2019
	Fair Value as of July 1			Total Realized/Unrealized Gains (Losses) Included in:						Purchases		Issuances			Sales			Settlements			Transfers into Level 3⁽³⁾		Transfers out of Level 3⁽³⁾			Fair Value as of September 30			Change In Unrealized Gains (Losses) Included in Earnings⁽⁴⁾
				Net Income			OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities	$	99		$	—		$	6		$	5	$	—		$	—		$	(2	)	$	—	$	—		$	108		$	—
U.S. corporate private securities	1,582			1			41			161		—			—			(61		)	7		—			1,731			1
Foreign corporate public securities and foreign governments⁽¹⁾	8			—			(2		)	—		—			—			—			—		—			6			—
Foreign corporate private securities⁽¹⁾	370			—			6			7		—			—			—			—		—			383			—
Residential mortgage-backed securities	29			(3		)	—			16		—			—			—			—		(7		)	35			(3		)
Commercial mortgage-backed securities	—			—			—			13		—			—			—			—		—			13			—
Other asset-backed securities	100			—			—			45		—			—			(1		)	—		(21		)	123			—
Total fixed maturities, including securities pledged	2,188			(2		)	51			247		—			—			(64		)	7		(28		)	2,399			(2		)
Equity securities	192			4			—			—		—			—			—			—		—			196			4
Derivatives:
Guaranteed benefit derivatives:
IUL⁽²⁾	(160		)	3			—			—		(13		)	—			9			—		—			(161		)	—
Other⁽²⁾⁽⁶⁾	(57		)	(43		)	—			—		(3		)	—			1			—		—			(102		)	—
Other derivatives, net	149			(4		)	—			10		—			—			(9		)	—		—			146			(3		)
Assets held in separate accounts⁽⁵⁾	102			1			—			12		—			(1		)	—			—		(14		)	100			—

⁽¹⁾ Primarily U.S. dollar denominated.

⁽²⁾ All gains and losses on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by contract basis.

These amounts are included in Other net realized gains (losses) in the Condensed Consolidated Statements of Operations.

⁽³⁾ The Company's policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

⁽⁴⁾ For financial instruments still held as of September 30, amounts are included in Net investment income and Total net realized capital gains (losses) in the Condensed Consolidated Statements of Operations.

⁽⁵⁾ The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income for separate account assets are offset by an equal amount for separate account liabilities, which results in a net zero impact on Net income (loss) for the Company.

⁽⁶⁾ Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.



	46

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Nine Months Ended September 30, 2019
	Fair Value as of January 1			Total Realized/Unrealized Gains (Losses) Included in:						Purchases		Issuances			Sales			Settlements			Transfers into Level 3⁽³⁾		Transfers out of Level 3⁽³⁾			Fair Value as of September 30			Change In Unrealized Gains (Losses) Included in Earnings⁽⁴⁾
				Net Income			OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities	$	44		$	—		$	8		$	5	$	—		$	—		$	(8	)	$	60	$	(1	)	$	108		$	—
U.S. corporate private securities	1,393			2			125			314		—			(13		)	(86		)	7		(11		)	1,731			1
Foreign corporate public securities and foreign governments⁽¹⁾	11			—			(5		)	—		—			—			—			—		—			6			—
Foreign corporate private securities⁽¹⁾	251			(29		)	53			201		—			(93		)	—			—		—			383			1
Residential mortgage-backed securities	28			(7		)	—			16		—			—			—			—		(2		)	35			(7		)
Commercial mortgage-backed securities	14			—			—			13		—			—			—			—		(14		)	13			—
Other asset-backed securities	138			—			1			47		—			—			(3		)	—		(60		)	123			—
Total fixed maturities, including securities pledged	1,879			(34		)	182			596		—			(106		)	(97		)	67		(88		)	2,399			(5		)
Equity securities	129			18			—			49		—			—			—			—		—			196			18
Derivatives:
Guaranteed benefit derivatives:
IUL⁽²⁾	(82		)	(73		)	—			—		(41		)	—			35			—		—			(161		)	—
Other ⁽²⁾⁽⁶⁾	(44		)	(51		)	—			—		(10		)	—			3			—		—			(102		)	—
Other derivatives, net	83			57			—			33		—			—			(27		)	—		—			146			63
Assets held in separate accounts⁽⁵⁾	62			4			—			51		—			(1		)	—			3		(19		)	100			—

⁽¹⁾ Primarily U.S. dollar denominated.

These amounts are included in Other net realized gains (losses) in the Condensed Consolidated Statements of Operations.

⁽³⁾ The Company's policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

⁽⁶⁾ Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.



	47

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Three Months Ended September 30, 2018
	Fair Value as of July 1			Total Realized/Unrealized Gains (Losses) Included in:						Purchases		Issuances			Sales		Settlements			Transfers into Level 3⁽³⁾		Transfers out of Level 3⁽³⁾			Fair Value as of September 30			Change In Unrealized Gains (Losses) Included in Earnings⁽⁴⁾
				Net Income			OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities	$	44		$	—		$	—		$	—	$	—		$	—	$	—		$	—	$	—		$	44		$	—
U.S. corporate private securities	1,285			—			(8		)	168		—			—		(11		)	67		(11		)	1,490			—
Foreign corporate public securities and foreign governments ⁽¹⁾	12			—			—			15		—			—		—			—		—			27			—
Foreign corporate private securities ⁽¹⁾	234			—			(8		)	20		—			—		(21		)	13		—			238			—
Residential mortgage-backed securities	43			(3		)	—			31		—			—		—			—		(10		)	61			(3		)
Commercial mortgage-backed securities	26			—			—			27		—			—		—			—		(26		)	27			—
Other asset-backed securities	164			—			—			57		—			—		(1		)	—		(51		)	169			—
Total fixed maturities, including securities pledged	1,808			(3		)	(16		)	318		—			—		(33		)	80		(98		)	2,056			(3		)
Equity securities	105			—			—			—		—			—		—			—		—			105			—
Derivatives:
Guaranteed benefit derivatives:
IUL⁽²⁾	(142		)	(26		)	—			—		(12		)	—		20			—		—			(160		)	—
Other ⁽²⁾⁽⁶⁾	(103		)	27			—			—		(3		)	—		6			—		—			(73		)	—
Other derivatives, net	140			17			—			11		—			—		(14		)	—		—			154			14
Assets held in separate accounts⁽⁵⁾	38			—			—			23		—			—		—			—		(5		)	56			—

⁽¹⁾ Primarily U.S. dollar denominated.

These amounts are included in Other net realized gains (losses) in the Condensed Consolidated Statements of Operations.

⁽³⁾ The Company's policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

⁽⁶⁾ Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.



	48

Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Nine Months Ended September 30, 2018
	Fair Value as of January 1			Total Realized/Unrealized Gains (Losses) Included in:						Purchases		Issuances			Sales			Settlements			Transfers into Level 3⁽³⁾		Transfers out of Level 3⁽³⁾			Fair Value as of September 30			Change In Unrealized Gains (Losses) Included in Earnings⁽⁴⁾
				Net Income			OCI
Fixed maturities, including securities pledged:
U.S. corporate public securities	$	57		$	—		$	(1	)	$	9	$	—		$	(13	)	$	—		$	—	$	(8	)	$	44		$	—
U.S. corporate private securities	1,127			6			(52		)	368		—			(7		)	(53		)	112		(11		)	1,490			—
Foreign corporate public securities and foreign governments⁽¹⁾	11			—			1			15		—			—			—			—		—			27			—
Foreign corporate private securities⁽¹⁾	169			(5		)	13			154		—			(71		)	(22		)	—		—			238			(13		)
Residential mortgage-backed securities	42			(8		)	(1		)	33		—			—			—			—		(5		)	61			(8		)
Commercial mortgage-backed securities	17			—			—			27		—			—			—			—		(17		)	27			—
Other asset-backed securities	92			—			(3		)	95		—			—			(4		)	35		(46		)	169			—
Total fixed maturities, including securities pledged	1,515			(7		)	(43		)	701		—			(91		)	(79		)	147		(87		)	2,056			(21		)
Equity securities, available-for-sale	102			(2		)	—			7		—			(2		)	—			—		—			105			(2		)
Derivatives:
Guaranteed benefit derivatives:
IUL⁽²⁾	(159		)	(19		)	—			—		(38		)	—			56			—		—			(160		)	—
Other ⁽²⁾⁽⁶⁾	(147		)	63			—			—		(3		)	—			14			—		—			(73		)	—
Other derivatives, net	159			9			—			31		—			—			(45		)	—		—			154			(5		)
Assets held in separate accounts⁽⁵⁾	11			—			—			50		—			—			—			—		(5		)	56			—

⁽¹⁾ Primarily U.S. dollar denominated.

These amounts are included in Other net realized gains (losses) in the Condensed Consolidated Statements of Operations.

⁽³⁾ The Company's policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

⁽⁶⁾ Includes GMWBL, GMWB, FIA, Stabilizer and MCGs.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

For the three and nine months ended September 30, 2019 and 2018, the transfers in and out of Level 3 for fixed maturities were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.

Significant Unobservable Inputs

The Company's Level 3 fair value measurements of its fixed maturities, equity securities and equity and credit derivative contracts are primarily based on broker quotes for which the quantitative detail of the unobservable inputs is neither provided nor reasonably corroborated, thus negating the ability to perform a sensitivity analysis. The Company performs a review of broker quotes by performing a monthly price variance comparison and back tests broker quotes to recent trade prices.

Quantitative information about the significant unobservable inputs used in the Company's Level 3 fair value measurements of its guaranteed benefit derivatives is presented in the following sections and table.

Significant unobservable inputs used in the fair value measurements of IULs include nonperformance risk and policyholder behavior assumptions, such as lapses.

Following is a description of selected inputs:

Nonperformance Risk: For the estimate of the fair value of embedded derivatives associated with the Company's product guarantees, the Company uses a blend of observable, similarly rated peer holding company credit spreads, adjusted to reflect the credit quality of the individual insurance company 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.

Actuarial Assumptions: Management regularly reviews actuarial assumptions, which are based on the Company's experience and periodically reviewed against industry standards. Industry standards and Company experience may be limited on certain products.

The following table presents the unobservable inputs for IUL as of the dates indicated:



	Range⁽¹⁾
	September 30, 2019		December 31, 2018
Unobservable Input
Nonperformance risk	0.20% to 0.56%		0.38% to 0.84%
Actuarial Assumptions:
Lapses	2% to 10%		2% to 10%
Mortality	—	⁽²⁾	—	⁽²⁾


⁽¹⁾	Represents the range of reasonable assumptions that management has used in its fair value calculations.

⁽²⁾The mortality rate is derived based on similarly underwritten business.

Generally, the following will cause an increase (decrease) in the IUL embedded derivative fair value liabilities:


•	A decrease (increase) in nonperformance risk


•	A decrease (increase) in lapses

Other Financial Instruments

The following disclosures are made in accordance with the requirements of ASC Topic 825 which requires disclosure of fair value information about financial instruments, whether or not recognized at fair value on the Condensed Consolidated Balance Sheets.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

ASC Topic 825 excludes certain financial instruments, including insurance contracts and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The carrying values and estimated fair values of the Company’s financial instruments as of the dates indicated:



	September 30, 2019				December 31, 2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	56,379	$	56,379	$	51,121	$	51,121
Equity securities	373		373		273		273
Mortgage loans on real estate	8,319		8,783		8,676		8,811
Policy loans	1,796		1,796		1,833		1,833
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	3,354		3,354		3,390		3,390
Derivatives	575		575		247		247
Other investments	104		106		90		92
Assets held in separate accounts	80,134		80,134		71,228		71,228
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities⁽¹⁾	33,980		41,543		34,053		37,052
Funding agreements with fixed maturities	1,669		1,664		1,209		1,197
Supplementary contracts, immediate annuities and other	925		974		976		960
Derivatives:
Guaranteed benefit derivatives:
IUL	161		161		82		82
Other ⁽²⁾	102		102		44		44
Other derivatives	517		517		139		139
Short-term debt	1		1		1		1
Long-term debt	3,041		3,376		3,136		3,112
Embedded derivative on reinsurance	171		171		21		21

⁽¹⁾ Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within the Guaranteed benefit derivatives section of the table above.

⁽²⁾Includes GMWBL, GMWB, FIA, Stabilizer and MCG.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table presents the classifications of financial instruments which are not carried at fair value on the Condensed Consolidated Balance Sheets:



Financial Instrument	Classification
Mortgage loans on real estate	Level 3
Policy loans	Level 2
Other investments	Level 2
Funding agreements without fixed maturities and deferred annuities	Level 3
Funding agreements with fixed maturities	Level 2
Supplementary contracts and immediate annuities	Level 3
Short-term debt and Long-term debt	Level 2

6. Deferred Policy Acquisition Costs and Value of Business Acquired

The following tables present a rollforward of DAC and VOBA for the periods indicated:



	2019
	DAC			VOBA				Total
Balance as of January 1, 2019	$	3,298		$	818			$	4,116
Deferrals of commissions and expenses	147			6				153
Amortization:
Amortization, excluding unlocking	(330		)	(106		)		(436		)
Unlocking⁽¹⁾	(79		)	53				(26		)
Interest accrued	134			42			⁽²⁾	176
Net amortization included in Condensed Consolidated Statements of Operations	(275		)	(11		)		(286		)
Change due to unrealized capital gains/losses on available-for-sale securities	(843		)	(369		)		(1,212		)
Balance as of September 30, 2019	$	2,327		$	444			$	2,771

	2018
	DAC			VOBA				Total
Balance as of January 1, 2018	$	2,818		$	556			$	3,374
Deferrals of commissions and expenses	147			7				154
Amortization:
Amortization, excluding unlocking	(276		)	(77		)		(353		)
Unlocking⁽¹⁾	(92		)	4				(88		)
Interest accrued	137			44			⁽²⁾	181
Net amortization included in Condensed Consolidated Statements of Operations	(231		)	(29		)		(260		)
Change due to unrealized capital gains/losses on available-for-sale securities	515			278				793
Balance as of September 30, 2018	$	3,249		$	812			$	4,061

⁽¹⁾Includes the impacts of annual review of assumptions which typically occurs in the third quarter; and retrospective and prospective unlocking. Additionally, the 2018 amounts include unfavorable unlocking for DAC and VOBA of $25 and $26, respectively, associated with an update to assumptions related to customer consents of changes to guaranteed minimum interest rate provisions.

⁽²⁾ Interest accrued at the following rates for VOBA: 3.5% to 7.4% during 2019 and 2018.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

7. Share-based Incentive Compensation Plans

The Company has provided equity-based compensation awards to its employees under the ING U.S., Inc. 2013 Omnibus Employee Incentive Plan (the "2013 Omnibus Plan") and the Voya Financial, Inc. 2014 Omnibus Employee Incentive Plan (the "2014 Omnibus Plan") (together, the "Omnibus Plans"). As of September 30, 2019, common stock reserved and available for issuance under the 2013 Omnibus Plan and the 2014 Omnibus Plan was 347,663 and 3,619,703 shares, respectively.

On March 27, 2019, the Company's Board of Directors adopted, subject to shareholder approval, the Voya Financial, Inc. 2019 Omnibus Employee Incentive Plan (the "2019 Omnibus Plan"). Shareholder approval for the 2019 Omnibus Plan was subsequently obtained at the Annual Meeting of Shareholders held on May 23, 2019. The 2019 Omnibus Plan provides for 11,700,000 shares of common stock to be available for issuance as equity-based compensation awards. As of September 30, 2019, no awards were granted under the 2019 Omnibus Plan.

The Company offers equity-based awards to Voya Financial, Inc. non-employee directors under the Voya Financial, Inc. 2013 Omnibus Non-Employee Director Incentive Plan ("Director Plan").

Compensation Cost

The following table summarizes share-based compensation expense, which includes expenses related to awards granted under the Omnibus Plans and Director Plan for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Restricted Stock Unit (RSU) awards	$	10	$	11	$	37	$	40
Performance Stock Unit (PSU) awards	9		9		34		36
Stock options	2		—		6		5
Total share-based compensation expense	21		20		77		81
Income tax benefit	4		4		24		19
After-tax share-based compensation expense	$	17	$	16	$	53	$	62

Awards Outstanding

The following table summarizes RSU and PSU awards activity under the Omnibus Plans and the Director Plan for the period indicated:



	RSU Awards				PSU Awards
_{(awards in millions)}	Number of Awards		Weighted Average Grant Date Fair Value		Number of Awards		Weighted Average Grant Date Fair Value
Outstanding as of January 1, 2019	2.4		$	43.36	2.5		$	40.21
Adjustment for PSU performance factor	N/A		N/A		0.3		31.35
Granted	0.8		50.09		0.7		51.64
Vested	(1.1	)	40.17		(1.2	)	29.14
Forfeited	(0.1	)	48.53		(0.1	)	48.79
Outstanding as of September 30, 2019	2.0		$	47.85	2.2		$	48.86



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the number of options under the Omnibus Plans for the periods indicated:



	Stock Options
_{(awards in millions)}	Number of Awards			Weighted Average Exercise Price
Outstanding as of January 1, 2019	2.6			$	37.60
Granted	1.0			50.03
Exercised	(0.6	)		37.60
Forfeited	—		*	44.10
Outstanding as of September 30, 2019	3.0			$	41.68
Vested, exercisable, as of September 30, 2019	2.0			$	37.60

* Less than 0.1

In February 2019, the Company awarded contingent stock options under the 2014 Omnibus Plan with a per option grant date fair value of $13.78. These options are subject to vesting conditions based on the achievement of specified performance measures, and generally become exercisable one year following satisfaction of the relevant vesting condition. The options have a term of ten years from the grant date.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

8. Shareholders' Equity

Common Shares

The following table presents the rollforward of common shares used in calculating the weighted average shares utilized in the basic earnings per common share calculation for the periods indicated:



	Common Shares
_{(shares in millions)}	Issued	Held in Treasury	Outstanding
Balance, January 1, 2018	270.0	98.0	172.0
Common shares issued	—	—	—
Common shares acquired - share repurchase	—	22.8	(22.8	)
Share-based compensation	2.4	0.6	1.8
Balance, December 31, 2018	272.4	121.4	151.0
Common shares issued	0.1	—	0.1
Common shares acquired - share repurchase	—	18.5	(18.5	)
Share-based compensation	2.9	0.7	2.2
Balance, September 30, 2019	275.4	140.6	134.8

Dividends declared per share of Common Stock were as follows for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Dividends declared per share of Common Stock	$	0.15	$	0.01	$	0.17	$	0.03

Share Repurchase Program

From time to time, the Company's Board of Directors authorizes the Company to repurchase shares of its common stock. These authorizations permit stock repurchases up to a prescribed dollar amount and generally may be accomplished through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase, or automatic repurchase transactions, including 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.

On May 2, 2019, the Board of Directors provided share repurchase authorization, increasing the aggregate of the Company's common stock authorized for repurchase by $500. The current share repurchase authorization expires on June 30, 2020 (unless extended), and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time.

On October 31, 2019, the Board of Directors provided its most recent share repurchase authorization, increasing the aggregate of the Company's common stock authorized for repurchase by $800. The additional share repurchase authorization expires on December 31, 2020 (unless extended). The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time.The following table presents repurchases of the Company's common stock through share repurchase agreements with third-party financial institutions during the nine months ended September 30, 2019:



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



Execution Date	Payment		Initial Shares Delivered	Closing Date	Additional Shares Delivered	Total Shares Repurchased
January 3, 2019	$	250	5,059,449	April 4, 2019	290,765	5,350,214
April 9, 2019	$	236	3,593,453	June 4, 2019	879,199	4,472,652
June 19, 2019	$	200	2,963,512	August 6, 2019	695,566	3,659,078

During the nine months ended September 30, 2019, the Company repurchased 4,926,775 shares of the Company's common stock in open market repurchases for an aggregate purchase price of $250.

Warrants

On May 7, 2013, the Company issued to ING Group warrants to purchase up to 26,050,846 shares of the Company's common stock equal in the aggregate to 9.99% of the issued and outstanding shares of common stock at that date. The exercise price of the warrants at the time of issuance was $48.75 per share of common stock, subject to adjustments, including for stock dividends, cash dividends in excess of $0.01 per share a quarter, subdivisions, combinations, reclassifications and non-cash distributions. The warrants also provide for, upon the occurrence of certain change of control events affecting the Company, an increase in the number of shares to which a warrant holder will be entitled upon payment of the aggregate exercise price of the warrant. The warrants became exercisable to ING Group and its affiliates on January 1, 2017 and to all other holders starting on the first anniversary of the completion of the IPO (May 7, 2014). The warrants expire on the tenth anniversary of the completion of the IPO (May 7, 2023). The warrants are net share settled, which means that no cash will be payable by a warrant holder in respect of the exercise price of a warrant upon exercise, and are classified as permanent equity. They have been recorded at their fair value determined on the issuance date of May 7, 2013 in the amount of $94 as an addition and reduction to Additional-paid-in-capital. Warrant holders are not entitled to receive dividends. On March 12, 2018, ING Group sold its remaining interests in the warrants and no longer owns any warrants.

On September 27, 2019, the Company paid a quarterly dividend of $0.15 per share on its common stock. As a consequence, the exercise price of the warrants to purchase shares of common stock was adjusted to $48.61 per share of common stock and the number of shares of common stock for which each warrant is exercisable has been adjusted to 1.002840621. As of September 30, 2019, no warrants have been exercised.

Preferred Stock

On June 11, 2019, the Company issued 300,000 shares of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B ("the Series B preferred stock"), with a $0.01 par value per share and a liquidation preference of $1,000 per share, for aggregate net proceeds of $293. The Company deposited the Series B preferred stock under a deposit agreement with a depositary, which issued interests in fractional shares of the Series B preferred stock in the form of depositary shares ("Depositary Shares") evidenced by depositary receipts; each Depositary Share representing 1/40th interest in a share of the Series B preferred stock.

On September 12, 2018, the Company issued 325,000 shares of 6.125% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series A ("the Series A preferred stock"), with a $0.01 par value per share and a liquidation preference of $1,000 per share, for aggregate net proceeds of $319.

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



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The Series A and Series B preferred stock are not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or similar provisions. The Company may, at its option, redeem the Series A preferred stock, (a) in whole but not in part, at any time, within 90 days after the occurrence of a "rating agency event," at a redemption price equal to $1,020 per share, plus an amount equal to any dividends per share of preferred stock that have accrued but not been declared and paid for the then-current dividend period to, but excluding, the redemption date and (b) (i) in whole but not in part, at any time within 90 days after the occurrence of a "regulatory capital event" or (ii) in whole or in part, from time to time, on September 15, 2023 or any subsequent "reset date," in each case, at a redemption price equal to $1,000 per share of preferred stock, plus an amount equal to any dividends per share of preferred stock that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. The Company may, at its option, redeem the Series B preferred stock, (a) in whole but not in part, at any time, within 90 days after the occurrence of a "rating agency event," at a redemption price equal to $1,020 per share (equivalent to $25.50 per Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period, but excluding, such redemption date and (b) (i) in whole but not in part , at any time, within 90 days after the occurrence of a "regulatory capital event," or (ii) in whole or in part, from time to time, on September 15, 2029 or any reset date, in each case, at a redemption price equal to $1,000 per share of the Series B preferred stock (equivalent to $25.00 per Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date.

A "rating agency event" means that any nationally recognized statistical rating organization that then publishes a rating for the Company amends, clarifies or changes the criteria it uses to assign equity credit to securities like the preferred stock, which results in the lowering of the equity credit assigned to the preferred stock, as applicable, or shortens the length of time that the preferred stock is assigned a particular level of equity credit.

A "regulatory capital event" means that the Company becomes subject to capital adequacy supervision by a capital regulator and the capital adequacy guidelines that apply to the Company as a result of being so subject set forth criteria pursuant to which the preferred stock would not qualify as capital under such capital adequacy guidelines, as the Company may determine at any time, in its sole discretion.

As of September 30, 2019 and December 31, 2018, there were 100,000,000 shares of preferred stock authorized. Preferred stock issued and outstanding are as follows:



	September 30, 2019		December 31, 2018
Series	Issued	Outstanding	Issued	Outstanding
6.125% Non-cumulative Preferred Stock, Series A	325,000	325,000	325,000	325,000
5.35% Non-cumulative Preferred Stock, Series B	300,000	300,000	—	—
Total	625,000	625,000	325,000	325,000

As of September 30, 2019, there were no preferred stock dividends in arrears.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

9. Earnings per Common Share

The following table presents a reconciliation of Net income (loss) and shares used in calculating basic and diluted net income (loss) per common share for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except for per share data)	2019		2018		2019			2018
Earnings
Net income (loss) available to common shareholders:
Income (loss) from continuing operations	$	139	$	165	$	545		$	378
Less: Preferred stock dividends	14		—		24			—
Less: Net income (loss) attributable to noncontrolling interest	19		23		43			81
Income (loss) from continuing operations available to common shareholders	106		142		478			297
Income (loss) from discontinued operations, net of tax	—		—		(82		)	457
Net income (loss) available to common shareholders	$	106	$	142	$	396		$	754

Weighted average common shares outstanding
Basic	138.4		159.6		143.1			166.3
Dilutive Effects:
Warrants	2.3		0.4		1.6			1.1
RSU awards	1.3		1.5		1.3			1.7
PSU awards	1.7		1.9		1.9			1.9
Stock Options	0.6		0.6		0.6			0.7
Diluted	144.3		164.0		148.5			171.7

Basic⁽¹⁾
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	0.77	$	0.89	$	3.34		$	1.79
Income (loss) from discontinued operations, net of taxes available to Voya Financial, Inc.'s common shareholders	$	—	$	—	$	(0.57	)	$	2.75
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	0.77	$	0.89	$	2.77		$	4.54
Diluted⁽¹⁾
Income (loss) from continuing operations available to Voya Financial, Inc.'s common shareholders	$	0.74	$	0.87	$	3.22		$	1.73
Income (loss) from discontinued operations, net of taxes available to Voya Financial, Inc.'s common shareholders	$	—	$	—	$	(0.55	)	$	2.66
Income (loss) available to Voya Financial, Inc.'s common shareholders	$	0.74	$	0.87	$	2.67		$	4.39

⁽¹⁾ Basic and diluted earnings per share are calculated using unrounded, actual amounts. Therefore, the components of earnings per share may not sum to its corresponding total.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

10. Accumulated Other Comprehensive Income (Loss)

Shareholders' equity included the following components of Accumulated Other Comprehensive Income ("AOCI") as of the dates indicated:



	September 30,
	2019			2018
Fixed maturities, net of OTTI	$	5,827		$	1,486
Derivatives⁽¹⁾	195			142
DAC/VOBA adjustment on available-for-sale securities	(1,593		)	(482		)
Premium deficiency reserve	(257		)	(109		)
Sales inducements and other intangibles adjustment on available-for-sale securities	(204		)	(82		)
Unrealized capital gains (losses), before tax	3,968			955
Deferred income tax asset (liability)	(479		)	(186		)
Net unrealized capital gains (losses)	3,489			769
Pension and other postretirement benefits liability, net of tax	8			8
AOCI	$	3,497		$	777

⁽¹⁾Gains and losses reported in Accumulated Other Comprehensive Income (AOCI) from hedge transactions that resulted in the acquisition of an identified asset are reclassified into earnings in the same period or periods during which the asset acquired affects earnings. As of September 30, 2019, the portion of the AOCI that is expected to be reclassified into earnings within the next 12 months is $27.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Changes in AOCI, including the reclassification adjustments recognized in the Condensed Consolidated Statements of Operations were as follows for the periods indicated:



	Three Months Ended September 30, 2019
	Before-Tax Amount				Income Tax			After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	1,314			$	(275	)	$	1,039
Other	—				—			—
OTTI	—				—			—
Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	(8		)		1			(7		)
DAC/VOBA	(364		)		77			(287		)
Premium deficiency reserve	(123		)		26			(97		)
Sales inducements and other intangibles	(47		)		9			(38		)
Change in unrealized gains/losses on available-for-sale securities	772				(162		)	610

Derivatives:
Derivatives	32			⁽¹⁾	(7		)	25
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(6		)		1			(5		)
Change in unrealized gains/losses on derivatives	26				(6		)	20

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	(1		)		1			—
Change in pension and other postretirement benefits liability	(1		)		1			—
Change in Accumulated other comprehensive income (loss)	$	797			$	(167	)	$	630

⁽¹⁾ See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Nine Months Ended September 30, 2019
	Before-Tax Amount				Income Tax			After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	4,753			$	(997	)	$	3,756
Other	—				—			—
OTTI	2				—			2
Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	(2		)		—			(2		)
DAC/VOBA	(1,212		)	⁽¹⁾	255			(957		)
Premium deficiency reserve	(200		)		42			(158		)
Sales inducements and other intangibles	(140		)		29			(111		)
Change in unrealized gains/losses on available-for-sale securities	3,201				(671		)	2,530

Derivatives:
Derivatives	43			⁽²⁾	(9		)	34
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(19		)		4			(15		)
Change in unrealized gains/losses on derivatives	24				(5		)	19

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	(3		)		1			(2		)
Change in pension and other postretirement benefits liability	(3		)		1			(2		)
Change in Accumulated other comprehensive income (loss)	$	3,222			$	(675	)	$	2,547

⁽¹⁾ See the Deferred Policy Acquisition Costs and Value of Business Acquired Note to these Condensed Consolidated Financial Statements for additional information.

⁽²⁾ See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Three Months Ended September 30, 2018
	Before-Tax Amount				Income Tax			After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(309	)		$	66		$	(243	)
Other	—				—			—
OTTI	—				—			—
Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	(9		)		—			(9		)
DAC/VOBA	88				(19		)	69
Premium deficiency reserve	19				(4		)	15
Sales inducements and other intangibles	6				(1		)	5
Change in unrealized gains/losses on available-for-sale securities	(205		)		42			(163		)

Derivatives:
Derivatives	5			⁽¹⁾	(5		)	—
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(6		)		5			(1		)
Change in unrealized gains/losses on derivatives	(1		)		—			(1		)

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	(4		)		2			(2		)
Change in pension and other postretirement benefits liability	(4		)		2			(2		)
Change in Accumulated other comprehensive income (loss)	$	(210	)		$	44		$	(166	)

⁽¹⁾ See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)



	Nine Months Ended September 30, 2018
	Before-Tax Amount				Income Tax			After-Tax Amount
Available-for-sale securities:
Fixed maturities	$	(3,933	)		$	986		$	(2,947	)
Other	18				(8		)	10
OTTI	30				(9		)	21
Adjustments for amounts recognized in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations	38				(10		)	28
DAC/VOBA	989			⁽¹⁾	(234		)	755
Premium deficiency reserve	81				(17		)	64
Sales inducements and other intangibles	196				(55		)	141
Change in unrealized gains/losses on available-for-sale securities	(2,581		)		653			(1,928		)

Derivatives:
Derivatives	34			⁽²⁾	(14		)	20
Adjustments related to effective cash flow hedges for amounts recognized in Net investment income in the Condensed Consolidated Statements of Operations	(19		)		8			(11		)
Change in unrealized gains/losses on derivatives	15				(6		)	9

Pension and other postretirement benefits liability:
Amortization of prior service cost recognized in Operating expenses in the Condensed Consolidated Statements of Operations	(10		)		3			(7		)
Change in pension and other postretirement benefits liability	(10		)		3			(7		)
Change in Accumulated other comprehensive income (loss)	$	(2,576	)		$	650		$	(1,926	)

⁽¹⁾ See the Deferred Policy Acquisition Costs and Value of Business Acquired Note to these Condensed Consolidated Financial Statements for additional information.

⁽²⁾ See the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements for additional information.

11. Income Taxes

The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including changes in the realizability of deferred tax assets and changes in liabilities for uncertain tax positions, are excluded from the estimated annual effective tax rate and the actual tax expense or benefit is reported in the period the related item is incurred.

The Company's effective tax rate for the three and nine months ended September 30, 2019 was 2.8% and 11.8%, respectively. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the dividends received deduction ("DRD"), tax credits, and noncontrolling interest.

The Company's effective tax rate for the three and nine months ended September 30, 2018 was 11.3% and 15.6%, respectively. The effective tax rate differed from the statutory rate of 21% primarily due to the effect of the DRD, noncontrolling interest, nondeductible executive compensation, the valuation allowance and alternative minimum tax ("AMT") sequestration (sequestration applies only to the nine months ended September 30, 2018).



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Tax Regulatory Matters

For the tax years 2017 through 2019, the Company participates in the Internal Revenue Service ("IRS") Compliance Assurance Process ("CAP"), which is a continuous audit program provided by the IRS. During 2019, the IRS finalized the audit of the Company for the period ended December 31, 2017. The Company is under examination for the period ended December 31, 2018. The Company expects the examination to be finalized within the next twelve months.

12. Financing Agreements

Short-term and Long-term Debt

The following table summarizes the carrying value of the Company’s debt securities issued and outstanding as of September 30, 2019 and December 31, 2018:



	Maturity	September 30, 2019		December 31, 2018
5.5% Senior Notes, due 2022	07/15/2022	$	—	$	96
3.125% Senior Notes, due 2024	07/15/2024	397		396
3.65% Senior Notes, due 2026	06/15/2026	496		496
5.7% Senior Notes, due 2043	07/15/2043	395		395
4.8% Senior Notes, due 2046	06/15/2046	297		297
4.7% Fixed-to-Floating Rate Junior Subordinated Notes, due 2048	01/23/2048	345		344
5.65% Fixed-to-Floating Rate Junior Subordinated Notes, due 2053	05/15/2053	739		739
7.25% Voya Holdings Inc. debentures, due 2023⁽¹⁾	08/15/2023	139		138
7.63% Voya Holdings Inc. debentures, due 2026⁽¹⁾	08/15/2026	138		138
6.97% Voya Holdings Inc. debentures, due 2036⁽¹⁾	08/15/2036	79		79
8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027	04/01/2027	13		14
1.00% Windsor Property Loan	06/14/2027	4		5
Subtotal		3,042		3,137
Less: Current portion of long-term debt		1		1
Total		$	3,041	$	3,136

⁽¹⁾ Guaranteed by ING Group.

Loss on Debt Extinguishment

The Company incurred a loss on debt extinguishment of $9 for the three and nine months ended September 30, 2019, which was recorded in Interest Expense in the Condensed Consolidated Statements of Operations. The Company did not incur a loss on debt extinguishment for the three months ended September 30, 2018. The Company incurred a loss on debt extinguishment of $3 for the nine months ended September 30, 2018, which was recorded in Interest Expense in the Condensed Consolidated Statements of Operations.

Senior Notes

On July 12, 2019, the Company completed the redemption of the remaining $97 aggregate principal amount of 5.5% Senior Notes due 2022 (the "2022 Notes").



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Aetna Notes

As of September 30, 2019, the outstanding principal amount of the Aetna Notes was $358, which is guaranteed by ING Group. During the nine months ended September 30, 2019, the Company deposited $4 of collateral to a control account benefiting ING Group with a third-party collateral agent and provided a $63 letter of credit benefiting ING Group, thereby increasing the remaining collateral balance to $271. The collateral may be exchanged at any time upon the posting of any other form of acceptable collateral to the account.

Senior Unsecured Credit Facility Agreement

As of September 30, 2019, the Company was a party to a Second Amended and Restated Revolving Credit Agreement ("Second Amended and Restated Credit Agreement"), which was amended from time to time, with a syndicate of banks, which was set to expire on May 6, 2021 and required the Company to maintain a minimum net worth of $6.6 billion. The minimum net worth amount may increase upon any future equity issuances by the Company. There was a $750 sublimit available for direct borrowings.

As of September 30, 2019, there were no amounts outstanding as revolving credit borrowings and no amounts of LOCs outstanding under the senior unsecured credit facility.

Effective November 1, 2019, the Company revised the terms of its Second Amended and Restated Credit Agreement, dated January 24, 2018, by entering into a Third Amended and Restated Revolving Credit Agreement ("Third Amended and Restated Credit Agreement") with a syndicate of banks, all of which participated in the Second Amended and Restated Credit Agreement. The Third Amended and Restated Credit Agreement modifies the Second Amended Credit Agreement by extending the term of the agreement to November 1, 2024 and reducing the total amount of LOCs that may be issued from $1.0 billion to $500. The revolving credit sublimit was removed and the full $500 may be utilized for direct borrowings. The terms require the Company to maintain a minimum net worth of $6.15 billion. The minimum net worth amount may increase upon any future equity issuances by the Company.

13. Commitments and Contingencies

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.

As of September 30, 2019, the Company had off-balance sheet commitments to acquire mortgage loans of $106 and purchase limited partnerships and private placement investments of $1,265, of which $339 related to consolidated investment entities.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Restricted Assets

The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance operations. The Company may also post collateral in connection with certain securities lending, repurchase agreements, funding agreements, credit facilities and derivative transactions. The components of the fair value of the restricted assets were as follows as of the dates indicated:



	September 30, 2019		December 31, 2018
Fixed maturity collateral pledged to FHLB ⁽¹⁾	$	2,244	$	1,472
FHLB restricted stock⁽²⁾	91		75
Other fixed maturities-state deposits	143		129
Cash and cash equivalents	26		13
Securities pledged⁽³⁾	1,804		1,867
Total restricted assets	$	4,308	$	3,556

⁽¹⁾ Included in Fixed maturities, available for sale, at fair value on the Condensed Consolidated Balance Sheets.

⁽²⁾ Included in Other investments on the Condensed Consolidated Balance Sheets.

⁽³⁾Includes the fair value of loaned securities of $1,535 and $1,635 as of September 30, 2019 and December 31, 2018, respectively. In addition, as of September 30, 2019 and December 31, 2018, the Company delivered securities as collateral of $204 and $232, respectively. Loaned securities and securities delivered as collateral are included in Securities pledged on the Condensed Consolidated Balance Sheets.

Federal Home Loan Bank Funding Agreements

The Company is a member of the FHLB of Des Moines, FHLB of Boston and the FHLB of Topeka and is required to pledge collateral to back funding agreements issued to the FHLB. As of September 30, 2019 and December 31, 2018, the Company had $1,669 and $1,209, respectively, in non-putable funding agreements, which are included in Contract owner account balances on the Condensed Consolidated Balance Sheets. As of September 30, 2019 and December 31, 2018, assets with a market value of approximately $2,244 and $1,472, respectively, collateralized the FHLB funding agreements. Assets pledged to the FHLB are included in Fixed maturities, available-for-sale, at fair value on the Condensed Consolidated Balance Sheets.

Litigation, Regulatory Matters and Contingencies

Litigation, regulatory and other loss contingencies arise in connection with the Company's activities as a diversified financial services firm. The Company is a defendant in a number of litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek or they may be required only to state an amount sufficient to meet a court's jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonably possible verdict. The variability in pleading requirements and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim often bears little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including negligence, breach of contract, fraud, violation of regulation or statute, breach of fiduciary duty, negligent misrepresentation, failure to supervise, elder abuse and other torts.

As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters.

The outcome of a litigation or regulatory matter is difficult to predict and the amount or range of potential losses associated with these or other loss contingencies requires significant management judgment. It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters, litigation and other loss contingencies.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company's financial position, based on information currently known, management believes that neither the outcome of pending litigation and regulatory matters, nor potential liabilities associated with other loss contingencies, are likely to have such an effect. However, given the large and indeterminate amounts sought in certain litigation and the inherent unpredictability of all such matters, it is possible that an adverse outcome in certain of the Company's litigation or regulatory matters, or liabilities arising from other loss contingencies, could, from time to time, have a material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.

For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued or for matters where no accrual is required, the Company develops an estimate of the unaccrued amounts of the reasonably possible range of losses. As of September 30, 2019, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $50.

For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. The Company is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company's accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.

Litigation includes Goetz v. Voya Financial and Voya Retirement Insurance and Annuity Company (USDC District of Delaware, No. 1:17-cv-1289) (filed September 8, 2017), a putative class action in which plaintiff, a participant in a 401(k) plan, seeks to represent other participants in the plan as well as a class of similarly situated plans that "contract with [Voya] for recordkeeping and other services." Plaintiff alleges that "Voya" breached its fiduciary duty to the plan and other plan participants by charging unreasonable and excessive recordkeeping fees, and that "Voya" distributed materially false and misleading 404a-5 administrative and fund fee disclosures to conceal its excessive fees. The Company denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

Litigation also includes Henkel of America v. ReliaStar Life Insurance Company (USDC District of Connecticut, No. 1:18-cv-00965) (filed June 8, 2018). Plaintiff alleges that ReliaStar breached the terms of a stop loss policy it issued to Plaintiff by refusing to reimburse Plaintiff for more than $47 in claims incurred by participants in prior years and submitted for coverage under the stop loss policy. Plaintiff alleges a breach of contract claim or, in the alternative, that the stop loss policy be declared to cover the submitted claims, and also asserts that ReliaStar engaged in unfair trade practices and unfair insurance practices in violation of state statutes, and did so willfully and intentionally to warrant an award of punitive damages under state law. The Company denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

Lastly, litigation includes Zhou v. Voya Financial, Inc. and Security Life of Denver (USDC District of Colorado, No. 1:19-cv-02781)(filed September 27, 2019), a putative class action in which the plaintiff alleges that the Company did not properly administer certain universal life insurance policies. The plaintiff claims that the Company did not timely credit interest earned on the payment of her premiums and incorrectly calculated the amount of interest that the Company credited to her account. In addition to the class allegations, the lawsuit alleges breach of contract and conversion and seeks declaratory and injunctive relief. The Company denies the allegations, which it believes are without merit, and intends to defend the case vigorously.

Finally, industry wide, life insurers continue to be exposed to class action litigation related to the cost of insurance rates and periodic deductions from cash value. Common allegations include that insurance companies have breached the terms of their universal life insurance policies by establishing or increasing the cost of insurance rates using cost factors not permitted by the contract, thereby unjustly enriching themselves. This litigation is generally known as cost of insurance litigation.

Cost of insurance litigation for the Company includes Barnes v. Security Life of Denver (USDC District of Colorado, No. 1:18-cv-00718) (filed March 27, 2018), a putative class action in which the plaintiff alleges that his insurance policy only permitted the Company to rely upon his expected future mortality experience to establish and increase his cost of insurance, but the Company



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

instead relied upon other, non-disclosed factors to do so. Plaintiff alleges breach of contract and conversion claims against the Company and also seeks declaratory relief. The Company denies the allegations in the complaint, believes the complaint to be without merit, and intends to defend the matter vigorously.

Cost of insurance litigation for the Company also includes Advance Trust & Life Escrow Services, LTA v. Security Life of Denver (USDC District of Colorado, No. 1:18-cv-01897) (filed July 26, 2018), a putative class action in which Plaintiff alleges that two specific types of universal life insurance policies only permitted the Company to rely upon the policyholder’s expected future mortality experience to establish and increase the cost of insurance, but the Company instead relied upon other, non-disclosed factors not only in the administration of the policies over time, but also in the decision to increase insurance costs beginning in approximately October 2015. Plaintiff alleges a breach of contract and seeks class certification. The Company denies the allegations in the complaint, believes the complaint to be without merit, and intends to defend the lawsuit vigorously.

Finally, cost of insurance litigation includes Advance Trust & Life Escrow Services, LTA v. ReliaStar Life Insurance Company (USDC District of Minnesota, No. 1:18-cv-02863) (filed October 5, 2018), a putative class action in which Plaintiff alleges that the Company’s universal life insurance policies only permitted the Company to rely upon the policyholders’ expected future mortality experience to establish the cost of insurance, and that as projected mortality experience improved, the policy language required the Company to decrease the cost of insurance. Plaintiff alleges that the Company did not decrease the cost of insurance as required, thereby breaching its contract with the policyholders, and seeks class certification. The Company denies the allegations in the complaint, believes the complaint to be without merit, and will defend the lawsuit vigorously.

In October 2019, under the terms of the applicable insurance coverage policy, the Company received $38 as settlement of a request for recovery of charges related to a litigation matter settled in the prior year. Consequently, the gain related to this recovery was reflected in the Condensed Consolidated Financial Statements for the third quarter of 2019.

Contingencies related to Performance-based Capital Allocations on Private Equity Funds

Certain performance-based capital allocations related to sponsored private equity funds ("carried interest") are not final until the conclusion of an investment term specified in the relevant asset management contract. As a result, such carried interest, if accrued or paid to the Company during such term, is subject to later adjustment based on subsequent fund performance. If the fund’s cumulative investment return falls below specified investment return hurdles, some or all of the previously accrued carried interest is reversed to the extent that the Company is no longer entitled to the performance-based capital allocation. Should the fund’s cumulative investment return subsequently increase above specified investment return hurdles in future periods, previous reversals could be fully or partially recovered.

As of September 30, 2019, approximately $79 of previously accrued carried interest would be subject to full or partial reversal in future periods if cumulative fund performance hurdles are not maintained throughout the remaining life of the affected funds.

14. Consolidated Investment Entities

In the normal course of business, the Company provides investment management services to, invests in and has transactions with, various types of investment entities which may be considered VIEs or VOEs. The Company evaluates its involvement with each entity to determine whether consolidation is required.

The Company holds variable interests in certain investment entities in the form of debt or equity investments, as well as the right to receive management fees, performance fees, and carried interest. The Company consolidates certain entities under the VIE guidance when it is determined that the Company is the primary beneficiary. Alternatively, certain entities are consolidated under the VOE guidance when control is obtained through voting rights.

The Company has no right to the benefits from, nor does it bear the risks associated with consolidated investment entities beyond the Company’s direct equity and debt investments in and management fees generated from these entities. Such direct investments amounted to approximately $317 and $354 as of September 30, 2019 and December 31, 2018, respectively. If the Company were to liquidate, the assets held by consolidated investment entities would not be available to the general creditors of the Company as a result of the liquidation.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Consolidated VIEs and VOEs

Collateral Loan Obligations Entities ("CLOs")

The Company is involved in the design, creation, and the ongoing management of CLOs. These entities are created for the purpose of acquiring diversified portfolios of senior secured floating rate leveraged loans, and securitizing these assets by issuing multiple tranches of collateralized debt; thereby providing investors with a broad array of risk and return profiles. Also known as collateralized financing entities under Topic 810, CLOs are variable interest entities by definition.

In return for providing collateral management services, the Company earns investment management fees and contingent performance fees. In addition to earning fee income, the Company often holds an investment in certain of the CLOs it manages, generally within the unrated and most subordinated tranche of each CLO. The fee income earned and investments held are included in the Company's ongoing consolidation assessment for each CLO. The Company was the primary beneficiary of 4 and 2 CLOs as of September 30, 2019 and December 31, 2018, respectively.

Limited Partnerships

The Company invests in and manages various limited partnerships, including private equity funds and hedge funds. These entities have been evaluated by the Company and are determined to be VIEs due to the equity holders, as a group, lacking the characteristics of a controlling financial interest.

In return for serving as the general partner of and providing investment management services to these entities, the Company earns management fees and carried interest in the normal course of business. Additionally, the Company often holds an investment in each limited partnership it manages, generally in the form of general partner and limited partner interests. The fee income, carried interest, and investments held are included in the Company’s ongoing consolidation analysis for each limited partnership. The Company consolidated 12 funds, which were structured as partnerships, as of September 30, 2019 and December 31, 2018.

Registered Investment Companies

The Company consolidated one sponsored investment fund accounted for as a VOE as of September 30, 2019 and December 31, 2018, because it is the majority investor in the fund, and as such, has a controlling financial interest in the fund.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the components of the consolidated investment entities as of the dates indicated:



	September 30, 2019		December 31, 2018
Assets of Consolidated Investment Entities
VIEs
Cash and cash equivalents	$	74	$	331
Corporate loans, at fair value using the fair value option	544		542
Limited partnerships/corporations, at fair value	1,420		1,313
Other assets	5		15
Total VIE assets	2,043		2,201
VOEs
Limited partnerships/corporations, at fair value	145		108
Other assets	1		1
Total VOE assets	146		109
Total assets of consolidated investment entities	$	2,189	$	2,310

Liabilities of Consolidated Investment Entities
VIEs
CLO notes, at fair value using the fair value option	$	503	$	540
Other liabilities	707		681
Total VIE liabilities	1,210		1,221
VOEs
Other liabilities	2		7
Total VOE liabilities	2		7
Total liabilities of consolidated investment entities	$	1,212	$	1,228

Fair Value Measurement

Upon consolidation, the Company elected to apply the FVO for financial assets and financial liabilities held by CLOs and continued to measure these assets (primarily corporate loans) and liabilities (debt obligations issued by CLOs) at fair value in subsequent periods. The Company has elected the FVO to more closely align its accounting with the economics of its transactions and allows the Company to more effectively align changes in the fair value of CLO assets with a commensurate change in the fair value of CLO liabilities.

Investments held by consolidated private equity funds are measured and reported at fair value in the Company's Condensed Consolidated Financial Statements. Changes in the fair value of consolidated investment entities are recorded as a separate line item within Income (loss) related to consolidated investment entities in the Company's Condensed Consolidated Statements of Operations.

The methodology for measuring the fair value of financial assets and liabilities of consolidated investment entities, and the classification of these measurements in the fair value hierarchy is consistent with the methodology and classification applied by the Company to its investment portfolio.

As discussed in more detail below, the Company utilizes valuations obtained from third-party commercial pricing services, brokers and investment sponsors or third-party administrators that supply NAV (or its equivalent) per share used as a practical expedient. The valuations obtained from brokers and third-party commercial pricing services are non-binding. These valuations are reviewed on a monthly or quarterly basis depending on the entity and its underlying investments. Procedures include, but are not limited to, a review of underlying fund investor reports, review of top and worst performing funds requiring further scrutiny, review of variance



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

from prior periods and review of variance from benchmarks, where applicable. In addition, the Company considers both macro and fund specific events that may impact the latest NAV supplied and determines if further adjustments of value should be made. Such changes, if any, are subject to senior management review.

When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited. Securities priced using independent broker quotes are classified as Level 3. Broker quotes and prices obtained from pricing services are reviewed and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades or monitoring of trading volumes.

Cash and Cash Equivalents

The carrying amounts for cash reflect the assets’ fair values. The fair value for cash equivalents is determined based on quoted market prices. These assets are classified as Level 1.

CLOs

Corporate loans: Corporate loan investments, which comprise the majority of consolidated CLO portfolio collateral, are senior secured corporate loans maturing at various dates between 2020 and 2026, paying interest at LIBOR, EURIBOR or PRIME plus a spread of up to 10.0%. As of September 30, 2019 and December 31, 2018, the unpaid principal balance exceeded the fair value of the corporate loans by approximately $15 and $13, respectively. Less than 1.0% of the collateral assets were in default as of September 30, 2019 and December 31, 2018.

The fair values for corporate loans are determined using independent commercial pricing services. Fair value measurement based on pricing services may be classified in Level 2 or Level 3 depending on the type, complexity, observability and liquidity of the asset being measured. The inputs used by independent commercial pricing services, such as benchmark yields and credit risk adjustments, are those that are derived principally from or corroborated by observable market data. Hence, the fair value measurement of corporate loans priced by independent pricing service providers is classified within Level 2 of the fair value hierarchy. In addition, there are assets held with CLO portfolios that represent senior level debt of other third party CLOs. These CLO investments are classified within Level 3 of the fair value hierarchy. See description of fair value process for CLO notes below.

CLO notes: The CLO notes are backed by a diversified loan portfolio consisting primarily of senior secured floating rate leveraged loans. Repayment risk is segmented into tranches with credit ratings of these tranches reflecting both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it. The most subordinated tranche bears the first loss and receives the residual payments, if any. The interest rates are generally variable rates based on LIBOR plus a pre-defined spread, which varies from 0.7% for the more senior tranches to 5.4% for the more subordinated tranches. CLO notes mature in 2026 and have a weighted average maturity of 6.8 years as of September 30, 2019. The investors in this debt are not affiliated with the Company and have no recourse to the general credit of the Company for this debt.

The fair values of the CLO notes are measured based on the fair value of the CLO's corporate loans, as the Company uses the measurement alternative available under ASU 2014-13 and determined that the inputs for measuring financial assets are more observable. The CLO notes are classified within Level 2 of the fair value hierarchy, consistent with the classification of the majority of the CLO financial assets.

The Company reviews the detailed prices including comparisons to prior periods for reasonableness. The Company utilizes a formal pricing challenge process to request a review of any price during which time the vendor examines its assumptions and relevant market inputs to determine if a price change is warranted.

The following narrative indicates the sensitivity of inputs:


•	Default Rate: An increase (decrease) in the expected default rate would likely increase (decrease) the discount margin (increase risk premium) used to value the CLO investments and CLO notes and, as a result, would potentially decrease the value of the CLO investments and CLO notes.



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


•	Recovery Rate: A decrease (increase) in the expected recovery of defaulted assets would potentially decrease (increase) the valuation of CLO investments and CLO notes.


•	Prepayment Rate: A decrease (increase) in the expected rate of collateral prepayments would potentially decrease (increase) the valuation of CLO investments and CLO notes as the expected weighted average life ("WAL") would increase (decrease).


•	Discount Margin (spread over LIBOR): An increase (decrease) in the discount margin used to value the CLO investments and CLO notes would decrease (increase) the value of the CLO investments and CLO notes.

Private Equity Funds

As prescribed in ASC Topic 820, the unit of account for these investments is the interest in the investee fund. The Company owns an undivided interest in the fund portfolio and does not have the ability to dispose of individual assets and liabilities in the fund portfolio. Rather, the Company would be required to redeem or dispose of its entire interest in the investee fund. There is no current active market for interests in underlying private equity funds.

Valuation is generally based on the valuations provided by the fund's general partner or investment manager. The valuations typically reflect the fair value of the Company's capital account balance of each fund investment, including unrealized capital gains (losses), as reported in the financial statements of the respective investee fund as of the respective year end or the latest available date. In circumstances where fair values are not provided, the Company seeks to determine the fair value of fund investments based upon other information provided by the fund's general partner or investment manager or from other sources.

The fair value of securities received in-kind from fund investments is determined based on the restrictions around the securities.


•	Unrestricted, publicly traded securities are valued at the closing public market price on the reporting date;


•	Restricted, publicly traded securities may be valued at a discount from the closing public market price on the reporting date, depending on the circumstances; and


•	Privately held securities are valued by the directors/general partner of the investee fund, based on a variety of factors, including the price of recent transactions in the company's securities and the company's earnings, revenue and book value.

In the case of direct investments or co-investments in private equity companies, the Company initially recognizes investments at cost and subsequently adjusts investments to fair value. On a quarterly basis, the Company reviews the general partner or lead investor's valuation of the investee company, taking into account other available information, such as indications of a market value through subsequent issues of capital or transactions between third parties, performance of the investee company during the period and public, comparable companies' analysis, where appropriate.

Investments in these funds typically may not be fully redeemed at NAV within 90 days because of inherent restriction on near term redemptions.

As of September 30, 2019 and December 31, 2018, certain private equity funds maintained term loans and revolving lines of credit of $800 and $753, respectively. The term loans renew every three years and the revolving lines of credit renew annually; all loans bear interest at LIBOR/EURIBOR plus 150 - 155 bps. The lines of credit are used for funding transactions before capital is called from investors, as well as for the financing of certain purchases. As of September 30, 2019 and December 31, 2018, outstanding borrowings amount to $640 and $584, respectively.

On February 1, 2018, Pomona Investment Fund entered into a three-year revolving credit agreement with Credit Suisse. The size of the facility as of September 30, 2019 is $25; the loan bears interest at LIBOR plus 325 bps and has a commitment fee of 160 bps. There was no outstanding borrowing as of September 30, 2019.

The borrowings are reflected in Liabilities related to consolidated investment entities - other liabilities on the Company's Condensed Consolidated Balance Sheets. The borrowings are carried at an amount equal to the unpaid principal balance.



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of September 30, 2019:



	Level 1		Level 2		Level 3		NAV		Total
Assets
VIEs
Cash and cash equivalents	$	74	$	—	$	—	$	—	$	74
Corporate loans, at fair value using the fair value option	—		544		—		—		544
Limited partnerships/corporations, at fair value	—		—		—		1,420		1,420
VOEs
Limited partnerships/corporations, at fair value	—		—		—		145		145
Total assets, at fair value	$	74	$	544	$	—	$	1,565	$	2,183
Liabilities
VIEs
CLO notes, at fair value using the fair value option	$	—	$	503	$	—	$	—	$	503
Total liabilities, at fair value	$	—	$	503	$	—	$	—	$	503

The following table summarizes the fair value hierarchy levels of consolidated investment entities as of December 31, 2018:



	Level 1		Level 2		Level 3		NAV		Total
Assets
VIEs
Cash and cash equivalents	$	331	$	—	$	—	$	—	$	331
Corporate loans, at fair value using the fair value option	—		542		—		—		542
Limited partnerships/corporations, at fair value	—		—		—		1,313		1,313
VOEs
Limited partnerships/corporations, at fair value	—		—		—		108		108
Total assets, at fair value	$	331	$	542	$	—	$	1,421	$	2,294
Liabilities
VIEs
CLO notes, at fair value using the fair value option	$	—	$	540	$	—	$	—	$	540
Total liabilities, at fair value	$	—	$	540	$	—	$	—	$	540

Transfers of investments out of Level 3 and into Level 2 or Level 1, if any, are recorded as of the beginning of the period in which the transfer occurred. For the three and nine months ended September 30, 2019 and 2018, there were no transfers in or out of Level 3 or transfers between Level 1 and Level 2.



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Deconsolidation of Certain Investment Entities

There were no deconsolidations during the three and nine months ended September 30, 2019. During the nine months ended September 30, 2018, the Company determined it was no longer the primary beneficiary of three previously consolidated CLOs due to a reduction in the Company’s investment in the CLO. This caused a reduction in the Company's obligation to absorb losses and right to receive benefits of the CLO that could potentially be significant to the CLO. As a result of this determination, the Company deconsolidated three investment entities during the nine months ended September 30, 2018. The Company had no deconsolidations during the three months ended September 30, 2018.

Nonconsolidated VIEs

CLOs

In addition to the consolidated CLOs, the Company also holds variable interest in certain CLOs that are not consolidated as it has been determined that the Company is not the primary beneficiary. With these CLOs, the Company serves as the investment manager and receives investment management fees and contingent performance fees. Generally, the Company does not hold any interest in the nonconsolidated CLOs but if it does, such ownership has been deemed to be insignificant. The Company has not provided, and is not obligated to provide, any financial or other support to these entities.

The Company reviews its assumptions on a periodic basis to determine if conditions have changed such that the projection of these contingent fees becomes significant enough to reconsider the Company's consolidation status as variable interest holder. As of September 30, 2019 and December 31, 2018, the Company held $495 and $525 ownership interests, respectively, in unconsolidated CLOs.

Limited Partnerships

The Company manages or holds investments in certain private equity funds and hedge funds. With these entities, the Company serves as the investment manager and is entitled to receive at-market investment management fees and at-market contingent performance fees. The Company does not consolidate any of these investment funds for which it is not considered to be the primary beneficiary.

In addition, the Company does not consolidate the funds in which its involvement takes a form of a limited partner interest and is restricted to a role of a passive investor, as a limited partner's interest does not provide the Company with any substantive kick-out or participating rights, nor does it provide the Company with power to direct the activities of the fund.

The following table presents the carrying amounts of the variable interests in VIEs in which the Company concluded that it holds a variable interest, but is not the primary beneficiary as of the dates indicated. The Company determines its maximum exposure to loss to be: (i) the amount invested in the debt or equity of the VIE and (ii) other commitments and guarantees to the VIE.



Variable Interests on the Condensed Consolidated Balance Sheet
	September 30, 2019				December 31, 2018
	Carrying Amount		Maximum exposure to loss		Carrying Amount		Maximum exposure to loss
Fixed maturities, available for sale	$	495	$	495	$	523	$	523
Limited partnership/corporations	1,486		1,486		1,158		1,158

Securitizations

The Company invests in various tranches of securitization entities, including RMBS, CMBS and ABS. Through its investments, the Company is not obligated to provide any financial or other support to these entities. Each of the RMBS, CMBS and ABS entities are thinly capitalized by design and considered VIEs. The Company's involvement with these entities is limited to that of a passive investor. The Company has no unilateral right to appoint or remove the servicer, special servicer or investment manager,



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

which are generally viewed to have the power to direct the activities that most significantly impact the securitization entities' economic performance, in any of these entities, nor does the Company function in any of these roles. The Company, through its investments or other arrangements, does not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Therefore, the Company is not the primary beneficiary and does not consolidate any of the RMBS, CMBS and ABS entities in which it holds investments. These investments are accounted for as investments available-for-sale as described in the Fair Value Measurements (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements and unrealized capital gains (losses) on these securities are recorded directly in AOCI, except for certain RMBS which are accounted for under the FVO whose change in fair value is reflected in Other net realized gains (losses) in the Condensed Consolidated Statements of Operations. The Company’s maximum exposure to loss on these structured investments is limited to the amount of its investment. Refer to the Investments (excluding Consolidated Investment Entities) Note to these Condensed Consolidated Financial Statements for details regarding the carrying amounts and classifications of these assets.

15. Restructuring

Organizational Restructuring

As a result of the closing of the 2018 Transaction, the decision to cease new sales following the strategic review of the Company’s Individual Life business and the recently announced additional cost savings targets, the Company is undertaking further restructuring efforts to execute the 2018 Transaction, reduce stranded expenses, as well as improve operational efficiency, strengthen technology capabilities and centralize certain sales, operations and investment management activities ("Organizational Restructuring").

These activities have resulted in recognition of severance and organizational transition costs and are reflected in Operating expenses in the Condensed Consolidated Statements of Operations, but excluded from Adjusted operating earnings before income taxes. These expenses are classified as a component of Other adjustments to Income (loss) from continuing operations before income taxes and consequently are not included in the adjusted operating results of the Company's segments. For the three and nine months ended September 30, 2019, the Company incurred Organizational Restructuring expenses of $26 and $164, respectively associated with continuing operations. For the three and nine months ended September 30, 2018, the Company incurred Organizational Restructuring expenses of $13 and $25, respectively associated with continuing operations.

Restructuring expenses that were directly related to the preparation for and execution of the 2018 Transaction are included in Income (loss) from discontinued operations, net of tax, in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2019, the Company did not incur any Organizational Restructuring expenses associated with discontinued operations as a result of the 2018 Transaction. For the three and nine months ended September 30, 2018, the Company incurred Organizational Restructuring expenses as a result of the 2018 Transaction of $0 and $6, respectively, of severance and organizational transition costs, which are reflected in discontinued operations.

In addition to the restructuring costs incurred above, the anticipated reduction in employees from the execution of the initiatives described above triggered an immaterial curtailment loss and related re-measurement gain of the Company's qualified defined benefit pension plan as of January 31, 2019, which was recorded during the first quarter of 2019.

The summary below presents Organizational Restructuring expenses, pre-tax, by type of costs incurred, for the periods indicated:



	Three Months Ended September 30,					Nine Months Ended September 30,				Cumulative Amounts Incurred to Date
	2019			2018		2019		2018		Cumulative Amounts Incurred to Date
Severance benefits	$	(9	)	$	—	$	42	$	5	$	61
Organizational transition costs	35			13		122		26		162
Total restructuring expenses	$	26		$	13	$	164	$	31	$	223

Including the expense of $164 for the nine months ended September 30, 2019, the aggregate amount of Organizational Restructuring expenses expected to be incurred is in the range of $200 to $300. The Company anticipates that these costs, which will include



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

severance, organizational transition costs incurred to reorganize operations and other costs such as contract terminations and asset write-offs, will occur at least through the end of 2020.

The following table presents the accrued liability associated with Organizational Restructuring expenses as of September 30, 2019:



	Severance Benefits			Organizational Transition Costs			Total
Accrued liability as of January 1, 2019	$	12		$	9		$	21
Provision	42			122			164
Payments	(17		)	(102		)	(119		)
Accrued liability as of September 30, 2019	$	37		$	29		$	66

2016 Restructuring

In 2016, the Company began implementing a series of initiatives designed to make it a simpler, more agile company able to deliver an enhanced customer experience ("2016 Restructuring"). These initiatives include an increasing emphasis on less capital-intensive products and the achievement of operational synergies.

Substantially all of the initiatives associated with the 2016 Restructuring program concluded at the end of 2018. However, the Company expects to incur approximately $10 to $20 of additional restructuring costs associated with the completion of the information technology transition agreement entered into during 2017.

Total 2016 Restructuring expenses are reflected in Operating expenses in the Condensed Consolidated Statements of Operations, but excluded from Adjusted operating earnings before income taxes. These expenses are classified as a component of Other adjustments to Income (loss) from continuing operations before income taxes and consequently are not included in the adjusted operating results of the Company's segments.

The summary below presents 2016 Restructuring expenses, pre-tax, by type of costs incurred, for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,					Cumulative Amounts Incurred to Date
	2019			2018			2019		2018			Cumulative Amounts Incurred to Date
Severance benefits	$	1		$	5		$	1	$	9		$	70
Asset write-off costs	—			—		^*	—		—		^*	17
Transition costs	(1		)	1			—		7			24
Other costs	2			4			7		11			43
Total restructuring expenses	$	2		$	10		$	8	$	27		$	154

* Less than $1

The following table presents the accrued liability associated with 2016 Restructuring expenses as of September 30, 2019:



	Severance Benefits			Transition Costs			Other Costs			Total
Accrued liability as of January 1, 2019	$	8		$	14		$	2		$	24
Provision	1			—			7			8
Payments	(3		)	(3		)	(7		)	(13		)
Accrued liability as of September 30, 2019	$	6		$	11		$	2		$	19



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

16. Segments

The Company provides its principal products and services through four segments: Retirement, Investment Management, Employee Benefits, and Individual Life. Corporate includes activities not directly related to the segments, results of the Retained Business and certain insignificant run-off activities.

Measurement

Adjusted operating earnings before income taxes is a measure used by management to evaluate segment performance. The Company believes that Adjusted operating earnings before income taxes provides a meaningful measure of its business and segment performances and enhances the understanding of the Company’s financial results by focusing on the operating performance and trends of the underlying business segments and excluding items that tend to be highly variable from period to period based on capital market conditions and/or other factors. The Company uses the same accounting policies and procedures to measure segment Adjusted operating earnings before income taxes as it does for the directly comparable U.S. GAAP measure Income (loss) from continuing operations before income taxes. Adjusted operating earnings before income taxes does not replace Income (loss) from continuing operations before income taxes as the U.S. GAAP measure of the Company’s consolidated results of operations. Therefore, the Company believes that it is useful to evaluate both Income (loss) from continuing operations before income taxes and Adjusted operating earnings before income taxes when reviewing the Company’s financial and operating performance. Each segment’s Adjusted operating earnings before income taxes is calculated by adjusting Income (loss) from continuing operations before income taxes for the following items:

•

Net investment gains (losses), net of related amortization of DAC, VOBA, sales inducements and unearned revenue, which are significantly influenced by economic and market conditions, including interest rates and credit spreads, and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest;

•

Net guaranteed benefit hedging gains (losses), which are significantly influenced by economic and market conditions and are not indicative of normal operations, include changes in the fair value of derivatives related to guaranteed benefits, net of related reserve increases (decreases) and net of related amortization of DAC, VOBA and sales inducements, less the estimated cost of these benefits. The estimated cost, which is reflected in operating results, reflects the expected cost of these benefits if markets perform in line with the Company's long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from adjusted operating earnings, including the impacts related to changes in the Company's nonperformance spread;

•

Income (loss) related to businesses exited through reinsurance or divestment that do not qualify as discontinued operations, which includes gains and (losses) associated with transactions to exit blocks of business (including net investment gains (losses) on securities sold and expenses directly related to these transactions) and residual run-off activity; these gains and (losses) are often related to infrequent events and do not reflect performance of operating segments. Excluding this activity better reveals trends in the Company's core business, which would be obscured by including the effects of business exited, and more closely aligns Adjusted operating earnings before income taxes with how the Company manages its segments;

•

Income (loss) attributable to noncontrolling interest, which represents the interest of shareholders, other than the Company, in consolidated entities. Income (loss) attributable to noncontrolling interest represents such shareholders' interests in the gains and (losses) of those entities, or the attribution of results from consolidated VIEs or VOEs to which the Company is not economically entitled;


•	Dividend payments made to preferred shareholders are included as reductions to reflect the Adjusted operating earnings that is available to common shareholders;



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)


•	Income (loss) related to early extinguishment of debt, which includes losses incurred as a result of transactions where the Company repurchases outstanding principal amounts of debt; these losses are excluded from Adjusted operating earnings before income taxes since the outcome of decisions to restructure debt are not indicative of normal operations;


•	Impairment of goodwill, value of management contract rights and value of customer relationships acquired, which includes losses as a result of impairment analysis; these represent losses related to infrequent events and do not reflect normal, cash-settled expenses;

•

Immediate recognition of net actuarial gains (losses) related to the Company's pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period. The Company immediately recognizes actuarial gains and (losses) related to pension and other postretirement benefit obligations and gains and losses from plan adjustments and curtailments. These amounts do not reflect normal, cash-settled expenses and are not indicative of current Operating expense fundamentals; and


•	Other items not indicative of normal operations or performance of the Company's segments or related to events such as

capital or organizational restructurings undertaken to achieve long-term economic benefits, including certain costs related to debt and equity offerings and severance and other expenses associated with such activities. These items vary widely in timing, scope and frequency between periods as well as between companies to which the Company is compared. Accordingly, the Company adjusts for these items as management believes that these items distort the ability to make a meaningful evaluation of the current and future performance of the Company's segments.



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The summary below reconciles Adjusted operating earnings before income taxes for the segments to Income (loss) from continuing operations before income taxes for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018
Income (loss) from continuing operations before income taxes	$	143		$	186		$	618		$	448
Less Adjustments:
Net investment gains (losses) and related charges and adjustments	17			11			95			(90		)
Net guaranteed benefit hedging gains (losses) and related charges and adjustments	(19		)	14			(30		)	2
Income (loss) related to businesses exited through reinsurance or divestment	27			—			8			(53		)
Income attributable to noncontrolling interest	19			23			43			81
Income (loss) related to early extinguishment of debt	(12		)	—			(12		)	(3		)
Immediate recognition of net actuarial gains (losses) related to pension and other post-employment benefit obligations and gains (losses) from plan amendments and curtailments	—			—			66			—
Dividend payments made to preferred shareholders	14			—			24			—
Other adjustments	(28		)	(25		)	(173		)	(53		)
Total adjustments to income (loss) from continuing operations	$	18		$	23		$	21		$	(116	)

Adjusted operating earnings before income taxes by segment:
Retirement	$	117		$	253		$	426		$	531
Investment Management	46			48			121			161
Employee Benefits	57			50			144			117
Individual Life	(33		)	(134		)	62			(76		)
Corporate	(62		)	(54		)	(156		)	(169		)
Total	$	125		$	163		$	597		$	564

Adjusted operating revenues is a measure of the Company's segment revenues. Each segment's Operating revenues are calculated by adjusting Total revenues to exclude the following items:

•

Net investment gains (losses) and related charges and adjustments, which are significantly influenced by economic and market conditions, including interest rates and credit spreads and are not indicative of normal operations. Net investment gains (losses) include gains (losses) on the sale of securities, impairments, changes in the fair value of investments using the FVO unrelated to the implied loan-backed security income recognition for certain mortgage-backed obligations and changes in the fair value of derivative instruments, excluding realized gains (losses) associated with swap settlements and accrued interest. These are net of related amortization of unearned revenue;



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

•

Gain (loss) on change in fair value of derivatives related to guaranteed benefits, which is significantly influenced by economic and market conditions and not indicative of normal operations, includes changes in the fair value of derivatives related to guaranteed benefits, less the estimated cost of these benefits. The estimated cost, which is reflected in Adjusted operating revenues, reflects the expected cost of these benefits if markets perform in line with the Company's long-term expectations and includes the cost of hedging. Other derivative and reserve changes related to guaranteed benefits are excluded from Adjusted operating revenues, including the impacts related to changes in the Company's nonperformance spread;

•

Revenues related to businesses exited through reinsurance or divestment that do not qualify as discontinued operations, which includes revenues associated with transactions to exit blocks of business (including net investment gains (losses) on securities sold related to these transactions) and residual run-off activity; these gains and (losses) are often related to infrequent events and do not reflect performance of operating segments. Excluding this activity better reveals trends in the Company's core business, which would be obscured by including the effects of business exited, and more closely aligns Operating revenues with how the Company manages its segments;


•	Revenues attributable to noncontrolling interest, which represents the interests of shareholders, other than the Company, in consolidated entities. Revenues attributable to noncontrolling interest represents such shareholders' interests in the gains and losses of those entities, or the attribution of results from consolidated VIEs or VOEs to which the Company is not economically entitled; and


•	Other adjustments to Total revenues primarily reflect fee income earned by the Company's broker-dealers for sales of non-proprietary products, which are reflected net of commission expense in the Company's segments’ operating revenues, other items where the income is passed on to third parties and the elimination of intercompany investment expenses included in Adjusted operating revenues.



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The summary below reconciles Adjusted operating revenues for the segments to Total revenues for the periods indicated:



	Three Months Ended September 30,					Nine Months Ended September 30,
	2019			2018		2019			2018
Total revenues	$	2,237		$	2,252	$	6,780		$	6,332

Adjustments:
Net realized investment gains (losses) and related charges and adjustments	22			—		83			(122		)
Gain (loss) on change in fair value of derivatives related to guaranteed benefits	(12		)	12		(19		)	9
Revenues related to businesses exited through reinsurance or divestment	50			22		202			(36		)
Revenues attributable to noncontrolling interest	29			34		77			116
Other adjustments	86			76		257			201
Total adjustments to revenues	175			144		600			168

Adjusted operating revenues by segment:
Retirement	675			705		2,011			2,037
Investment Management	167			168		478			524
Employee Benefits	503			469		1,526			1,382
Individual Life	653			660		1,922			1,932
Corporate	64			106		243			289
Total	$	2,062		$	2,108	$	6,180		$	6,164

Other Segment Information

The Investment Management segment revenues include the following intersegment revenues, primarily consisting of asset-based management and administration fees for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Investment Management intersegment revenues	$	29	$	29	$	89	$	111



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

The summary below presents Total assets for the Company’s segments as of the dates indicated:



	September 30, 2019		December 31, 2018
Retirement	$	115,468	$	104,995
Investment Management	704		690
Employee Benefits	2,813		2,560
Individual Life	28,226		26,431
Corporate	17,767		18,051
Total assets, before consolidation⁽¹⁾	164,978		152,727
Consolidation of investment entities	1,872		1,955
Total assets	$	166,850	$	154,682

⁽¹⁾Total assets, before consolidation includes the Company's direct investments in CIEs prior to consolidation, which are accounted for using the equity method or fair value option.



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

17. Condensed Consolidating Financial Information

The accompanying condensed consolidating financial information has been prepared and presented pursuant to SEC Regulation S-X, Rule 3-10, "Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered" ("Rule 3-10"). The condensed consolidating financial information presents the financial position of Voya Financial, Inc. ("Parent Issuer"), Voya Holdings ("Subsidiary Guarantor") and all other subsidiaries ("Non-Guarantor Subsidiaries") of the Company as of September 30, 2019 and December 31, 2018, their results of operations and comprehensive income for the three and nine months ended September 30, 2019 and 2018, and statements of cash flows for the nine months ended September 30, 2019 and 2018.

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

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



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Balance Sheet

September 30, 2019



	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	5		$	—	$	51,124		$	(15	)	$	51,114
Fixed maturities, at fair value using the fair value option	—			—		3,461			—			3,461
Equity securities, at fair value	125			—		248			—			373
Short-term investments	—			—		145			—			145
Mortgage loans on real estate, net of valuation allowance	—			—		8,319			—			8,319
Policy loans	—			—		1,796			—			1,796
Limited partnerships/corporations	4			—		1,482			—			1,486
Derivatives	51			—		625			(101		)	575
Investments in subsidiaries	12,257			8,493		—			(20,750		)	—
Other investments	—			—		104			—			104
Securities pledged	—			—		1,804			—			1,804
Total investments	12,442			8,493		69,108			(20,866		)	69,177
Cash and cash equivalents	211			—		1,165			—			1,376
Short-term investments under securities loan agreements, including collateral delivered	11			—		1,822			—			1,833
Accrued investment income	—			—		679			—			679
Premium receivable and reinsurance recoverable	—			—		6,780			—			6,780
Deferred policy acquisition costs and Value of business acquired	—			—		2,771			—			2,771
Current income taxes	(25		)	14		129			—			118
Deferred income taxes	566			24		(189		)	—			401
Loans to subsidiaries and affiliates	236			—		129			(365		)	—
Due from subsidiaries and affiliates	3			—		3			(6		)	—
Other assets	5			—		1,387			—			1,392
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	—			—		1,565			—			1,565
Cash and cash equivalents	—			—		74			—			74
Corporate loans, at fair value using the fair value option	—			—		544			—			544
Other assets	—			—		6			—			6
Assets held in separate accounts	—			—		80,134			—			80,134
Total assets	$	13,449		$	8,531	$	166,107		$	(21,237	)	$	166,850



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Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Balance Sheet (Continued)

September 30, 2019



	Parent Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Liabilities and Shareholders' Equity:
Future policy benefits	$	—	$	—	$	15,284	$	—		$	15,284
Contract owner account balances	—		—		50,953		—			50,953
Payables under securities loan and repurchase agreements, including collateral held	—		—		1,915		—			1,915
Short-term debt	129		73		164		(365		)	1
Long-term debt	2,668		371		17		(15		)	3,041
Derivatives	51		—		567		(101		)	517
Pension and other postretirement provisions	—		—		409		—			409
Due to subsidiaries and affiliates	1		—		3		(4		)	—
Other liabilities	49		4		2,122		(2		)	2,173
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	—		—		503		—			503
Other liabilities	—		—		709		—			709
Liabilities related to separate accounts	—		—		80,134		—			80,134
Total liabilities	2,898		448		152,780		(487		)	155,639
Shareholders' equity:
Total Voya Financial, Inc. shareholders' equity	10,551		8,083		12,667		(20,750		)	10,551
Noncontrolling interest	—		—		660		—			660
Total shareholders' equity	10,551		8,083		13,327		(20,750		)	11,211
Total liabilities and shareholders' equity	$	13,449	$	8,531	$	166,107	$	(21,237	)	$	166,850



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Balance Sheet

December 31, 2018



	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Assets:
Investments:
Fixed maturities, available-for-sale, at fair value	$	—		$	—	$	46,313	$	(15	)	$	46,298
Fixed maturities, at fair value using the fair value option	—			—		2,956		—			2,956
Equity securities, at fair value	99			—		174		—			273
Short-term investments	—			—		168		—			168
Mortgage loans on real estate, net of valuation allowance	—			—		8,676		—			8,676
Policy loans	—			—		1,833		—			1,833
Limited partnerships/corporations	—			—		1,158		—			1,158
Derivatives	39			—		286		(78		)	247
Investments in subsidiaries	10,099			7,060		—		(17,159		)	—
Other investments	—			—		90		—			90
Securities pledged	—			—		1,867		—			1,867
Total investments	10,237			7,060		63,521		(17,252		)	63,566
Cash and cash equivalents	209			2		1,327		—			1,538
Short-term investments under securities loan agreements, including collateral delivered	11			—		1,673		—			1,684
Accrued investment income	—			—		650		—			650
Premium receivable and reinsurance recoverable	—			—		6,860		—			6,860
Deferred policy acquisition costs and Value of business acquired	—			—		4,116		—			4,116
Current income taxes	(37		)	26		248		—			237
Deferred income taxes	553			22		582		—			1,157
Loans to subsidiaries and affiliates	79			—		4		(83		)	—
Due from subsidiaries and affiliates	2			—		3		(5		)	—
Other assets	13			—		1,323		—			1,336
Assets related to consolidated investment entities:
Limited partnerships/corporations, at fair value	—			—		1,421		—			1,421
Cash and cash equivalents	—			—		331		—			331
Corporate loans, at fair value using the fair value option	—			—		542		—			542
Other assets	—			—		16		—			16
Assets held in separate accounts	—			—		71,228		—			71,228
Total assets	$	11,067		$	7,110	$	153,845	$	(17,340	)	$	154,682



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Balance Sheet (Continued)

December 31, 2018



	Parent Issuer		Subsidiary Guarantor		Non-Guarantor Subsidiaries		Consolidating Adjustments			Consolidated
Liabilities and Shareholders' Equity:
Future policy benefits	$	—	$	—	$	14,488	$	—		$	14,488
Contract owner account balances	—		—		51,001		—			51,001
Payables under securities loan and repurchase agreements, including collateral held	—		—		1,821		—			1,821
Short-term debt	4		—		80		(83		)	1
Long-term debt	2,763		371		17		(15		)	3,136
Derivatives	39		—		178		(78		)	139
Pension and other postretirement provisions	—		—		551		—			551
Due to subsidiaries and affiliates	1		—		2		(3		)	—
Other liabilities	47		55		2,048		(2		)	2,148
Liabilities related to consolidated investment entities:
Collateralized loan obligations notes, at fair value using the fair value option	—		—		540		—			540
Other liabilities	—		—		688		—			688
Liabilities related to separate accounts	—		—		71,228		—			71,228
Total liabilities	2,854		426		142,642		(181		)	145,741
Shareholders' equity:
Total Voya Financial, Inc. shareholders' equity	8,213		6,684		10,475		(17,159		)	8,213
Noncontrolling interest	—		—		728		—			728
Total shareholders' equity	8,213		6,684		11,203		(17,159		)	8,941
Total liabilities and shareholders' equity	$	11,067	$	7,110	$	153,845	$	(17,340	)	$	154,682



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2019



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	4		$	—		$	851		$	(2	)	$	853
Fee income	—			—			692			—			692
Premiums	—			—			571			—			571
Net realized capital gains (losses):
Total other-than-temporary impairments	—			—			(3		)	—			(3		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			—			—			—
Net other-than-temporary impairments recognized in earnings	—			—			(3		)	—			(3		)
Other net realized capital gains (losses)	—			—			(12		)	—			(12		)
Total net realized capital gains (losses)	—			—			(15		)	—			(15		)
Other revenue	—			—			93			—			93
Income (loss) related to consolidated investment entities:
Net investment income	—			—			43			—			43
Total revenues	4			—			2,235			(2		)	2,237
Benefits and expenses:
Policyholder benefits	—			—			874			—			874
Interest credited to contract owner account balances	—			—			385			—			385
Operating expenses	4			—			637			—			641
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			134			—			134
Interest expense	44			9			—			(2		)	51
Operating expenses related to consolidated investment entities:
Interest expense	—			—			8			—			8
Other expense	—			—			1			—			1
Total benefits and expenses	48			9			2,039			(2		)	2,094
Income (loss) from continuing operations before income taxes	(44		)	(9		)	196			—			143
Income tax expense (benefit)	(13		)	(6		)	23			—			4
Income (loss) from continuing operations	(31		)	(3		)	173			—			139
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(31		)	(3		)	173			—			139
Equity in earnings (losses) of subsidiaries, net of tax	151			119			—			(270		)	—
Net income (loss)	120			116			173			(270		)	139
Less: Net income (loss) attributable to noncontrolling interest	—			—			19			—			19
Net income (loss) available to Voya Financial, Inc.	120			116			154			(270		)	120
Less: Preferred stock dividends	14			—			—			—			14
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	106		$	116		$	154		$	(270	)	$	106



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2019



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	27		$	—		$	2,530		$	(9	)	$	2,548
Fee income	—			—			2,019			—			2,019
Premiums	—			—			1,738			—			1,738
Net realized capital gains (losses):
Total other-than-temporary impairments	—			—			(39		)	—			(39		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			—			—			—
Net other-than-temporary impairments recognized in earnings	—			—			(39		)	—			(39		)
Other net realized capital gains (losses)	—			—			91			—			91
Total net realized capital gains (losses)	—			—			52			—			52
Other revenue	—			—			308			—			308
Income (loss) related to consolidated investment entities:
Net investment income	—			—			115			—			115
Total revenues	27			—			6,762			(9		)	6,780
Benefits and expenses:
Policyholder benefits	—			—			2,541			—			2,541
Interest credited to contract owner account balances	—			—			1,136			—			1,136
Operating expenses	10			—			2,020			—			2,030
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			286			—			286
Interest expense	116			23			5			(9		)	135
Operating expenses related to consolidated investment entities:
Interest expense	—			—			29			—			29
Other expense	—			—			5			—			5
Total benefits and expenses	126			23			6,022			(9		)	6,162
Income (loss) from continuing operations before income taxes	(99		)	(23		)	740			—			618
Income tax expense (benefit)	(24		)	(8		)	105			—			73
Income (loss) from continuing operations	(75		)	(15		)	635			—			545
Income (loss) from discontinued operations, net of tax	—			(82		)	—			—			(82		)
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(75		)	(97		)	635			—			463
Equity in earnings (losses) of subsidiaries, net of tax	495			340			—			(835		)	—
Net income (loss)	420			243			635			(835		)	463
Less: Net income (loss) attributable to noncontrolling interest	—			—			43			—			43
Net income (loss) available to Voya Financial, Inc.	420			243			592			(835		)	420
Less: Preferred stock dividends	24			—			—			—			24
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	396		$	243		$	592		$	(835	)	$	396



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Operations

For the Three Months Ended September 30, 2018



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	7		$	—		$	850		$	(2	)	$	855
Fee income	—			—			704			—			704
Premiums	—			—			550			—			550
Net realized capital gains (losses):
Total other-than-temporary impairments	—			—			(7		)	—			(7		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			—			—			—
Net other-than-temporary impairments recognized in earnings	—			—			(7		)	—			(7		)
Other net realized capital gains (losses)	—			—			(39		)	—			(39		)
Total net realized capital gains (losses)	—			—			(46		)	—			(46		)
Other revenue	1			—			126			—			127
Income (loss) related to consolidated investment entities:
Net investment income	—			—			62			—			62
Total revenues	8			—			2,246			(2		)	2,252
Benefits and expenses:
Policyholder benefits	—			—			876			—			876
Interest credited to contract owner account balances	—			—			392			—			392
Operating expenses	3			—			653			—			656
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			86			—			86
Interest expense	39			8			2			(2		)	47
Operating expenses related to consolidated investment entities:
Interest expense	—			—			8			—			8
Other expense	—			—			1			—			1
Total benefits and expenses	42			8			2,018			(2		)	2,066
Income (loss) from continuing operations before income taxes	(34		)	(8		)	228			—			186
Income tax expense (benefit)	(3		)	(10		)	34			—			21
Income (loss) from continuing operations	(31		)	2			194			—			165
Income (loss) from discontinued operations, net of tax	—			—			—			—			—
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	(31		)	2			194			—			165
Equity in earnings (losses) of subsidiaries, net of tax	173			281			—			(454		)	—
Net income (loss)	142			283			194			(454		)	165
Less: Net income (loss) attributable to noncontrolling interest	—			—			23			—			23
Net income (loss) available to Voya Financial, Inc.	142			283			171			(454		)	142
Less: Preferred stock dividends	—			—			—			—			—
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	142		$	283		$	171		$	(454	)	$	142



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Operations

For the Nine Months Ended September 30, 2018



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Revenues:
Net investment income	$	14		$	1		$	2,485		$	(9	)	$	2,491
Fee income	—			—			2,040			—			2,040
Premiums	—			—			1,622			—			1,622
Net realized capital gains (losses):
Total other-than-temporary impairments	—			—			(21		)	—			(21		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	—			—			1			—			1
Net other-than-temporary impairments recognized in earnings	—			—			(22		)	—			(22		)
Other net realized capital gains (losses)	—			—			(325		)	—			(325		)
Total net realized capital gains (losses)	—			—			(347		)	—			(347		)
Other revenue	(4		)	—			331			—			327
Income (loss) related to consolidated investment entities:
Net investment income	—			—			199			—			199
Total revenues	10			1			6,330			(9		)	6,332
Benefits and expenses:
Policyholder benefits	—			—			2,290			—			2,290
Interest credited to contract owner account balances	—			—			1,156			—			1,156
Operating expenses	9			—			1,992			—			2,001
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			—			260			—			260
Interest expense	119			28			4			(9		)	142
Operating expenses related to consolidated investment entities:
Interest expense	—			—			30			—			30
Other expense	—			—			5			—			5
Total benefits and expenses	128			28			5,737			(9		)	5,884
Income (loss) from continuing operations before income taxes	(118		)	(27		)	593			—			448
Income tax expense (benefit)	(316		)	(15		)	401			—			70
Income (loss) from continuing operations	198			(12		)	192			—			378
Income (loss) from discontinued operations, net of tax	—			—			457			—			457
Net income (loss) before equity in earnings (losses) of unconsolidated affiliates	198			(12		)	649			—			835
Equity in earnings (losses) of subsidiaries, net of tax	556			1,368			—			(1,924		)	—
Net income (loss)	754			1,356			649			(1,924		)	835
Less: Net income (loss) attributable to noncontrolling interest	—			—			81			—			81
Net income (loss) available to Voya Financial, Inc.	754			1,356			568			(1,924		)	754
Less: Preferred stock dividends	—			—			—			—			—
Net income (loss) available to Voya Financial, Inc.'s common shareholders	$	754		$	1,356		$	568		$	(1,924	)	$	754



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended September 30, 2019



	Parent Issuer			Subsidiary Guarantor		Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	120		$	116	$	173		$	(270	)	$	139
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	798			526		797			(1,323		)	798
Other-than-temporary impairments	—			—		—			—			—
Pension and other postretirement benefits liability	(1		)	—		(1		)	1			(1		)
Other comprehensive income (loss), before tax	797			526		796			(1,322		)	797
Income tax expense (benefit) related to items of other comprehensive income (loss)	167			111		167			(278		)	167
Other comprehensive income (loss), after tax	630			415		629			(1,044		)	630
Comprehensive income (loss)	750			531		802			(1,314		)	769
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—		19			—			19
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	750		$	531	$	783		$	(1,314	)	$	750

Condensed Consolidating Statement of Comprehensive Income

For the Nine Months Ended September 30, 2019



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	420		$	243		$	635		$	(835	)	$	463
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	3,223			2,436			3,223			(5,659		)	3,223
Other-than-temporary impairments	2			2			2			(4		)	2
Pension and other postretirement benefits liability	(3		)	(1		)	(3		)	4			(3		)
Other comprehensive income (loss), before tax	3,222			2,437			3,222			(5,659		)	3,222
Income tax expense (benefit) related to items of other comprehensive income (loss)	675			510			675			(1,185		)	675
Other comprehensive income (loss), after tax	2,547			1,927			2,547			(4,474		)	2,547
Comprehensive income (loss)	2,967			2,170			3,182			(5,309		)	3,010
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			43			—			43
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	2,967		$	2,170		$	3,139		$	(5,309	)	$	2,967



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Comprehensive Income

For the Three Months Ended September 30, 2018



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	142		$	283		$	194		$	(454	)	$	165
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(206		)	(216		)	(206		)	422			(206		)
Other-than-temporary impairments	—			1			—			(1		)	—
Pension and other postretirement benefits liability	(4		)	(1		)	(4		)	5			(4		)
Other comprehensive income (loss), before tax	(210		)	(216		)	(210		)	426			(210		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(44		)	(18		)	(43		)	61			(44		)
Other comprehensive income (loss), after tax	(166		)	(198		)	(167		)	365			(166		)
Comprehensive income (loss)	(24		)	85			27			(89		)	(1		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			23			—			23
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	(24	)	$	85		$	4		$	(89	)	$	(24	)

Condensed Consolidating Statement of Comprehensive Income

For the Nine Months Ended September 30, 2018



	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net income (loss)	$	754		$	1,356		$	649		$	(1,924	)	$	835
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on securities	(2,596		)	(1,975		)	(2,596		)	4,571			(2,596		)
Other-than-temporary impairments	30			29			30			(59		)	30
Pension and other postretirement benefits liability	(10		)	(3		)	(10		)	13			(10		)
Other comprehensive income (loss), before tax	(2,576		)	(1,949		)	(2,576		)	4,525			(2,576		)
Income tax expense (benefit) related to items of other comprehensive income (loss)	(650		)	(379		)	(649		)	1,028			(650		)
Other comprehensive income (loss), after tax	(1,926		)	(1,570		)	(1,927		)	3,497			(1,926		)
Comprehensive income (loss)	(1,172		)	(214		)	(1,278		)	1,573			(1,091		)
Less: Comprehensive income (loss) attributable to noncontrolling interest	—			—			81			—			81
Comprehensive income (loss) attributable to Voya Financial, Inc.	$	(1,172	)	$	(214	)	$	(1,359	)	$	1,573		$	(1,172	)



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2019

	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(91	)	$	425		$	952		$	(435	)	$	851
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	—			—			5,999			—			5,999
Equity securities	18			—			2			—			20
Mortgage loans on real estate	—			—			858			—			858
Limited partnerships/corporations	—			—			181			—			181
Acquisition of:
Fixed maturities	(5		)	—			(6,227		)	—			(6,232		)
Equity securities	(27		)	—			(3		)	—			(30		)
Mortgage loans on real estate	—			—			(508		)	—			(508		)
Limited partnerships/corporations	(4		)	—			(367		)	—			(371		)
Short-term investments, net	—			—			23			—			23
Derivatives, net	—			—			35			—			35
Sales from consolidated investments entities	—			—			484			—			484
Purchases within consolidated investment entities	—			—			(1,120		)	—			(1,120		)
Maturity (issuance) of short-term intercompany loans, net	(157		)	—			(125		)	282			—
Return of capital contributions and dividends from subsidiaries	956			414			—			(1,370		)	—
Capital contributions to subsidiaries	(3		)	—			—			3			—
Collateral received (delivered), net	—			—			(55		)	—			(55		)
Other, net	—			—			(37		)	—			(37		)
Net cash used in investing activities - discontinued operations	—			(128		)	—			—			(128		)
Net cash provided by (used in) investing activities	778			286			(860		)	(1,085		)	(881		)



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Cash Flows (Continued) For the Nine Months Ended September 30, 2019

	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash Flows from Financing Activities:
Deposits received for investment contracts	—			—			4,686			—			4,686
Maturities and withdrawals from investment contracts	—			—			(4,724		)	—			(4,724		)
Settlements on deposit contracts	—			—			(6		)	—			(6		)
Repayment of debt with maturities of more than three months	(106		)	—			—			—			(106		)
Net proceeds from (repayments of) short-term intercompany loans	125			73			84			(282		)	—
Return of capital contributions and dividends to parent	—			(786		)	(1,019		)	1,805			—
Contributions of capital from parent	—			—			3			(3		)	—
Borrowings of consolidated investment entities	—			—			853			—			853
Repayments of borrowings of consolidated investment entities	—			—			(726		)	—			(726		)
Contributions from (distributions to) participants in consolidated investment entities	—			—			598			—			598
Proceeds from issuance of common stock, net	3			—			—			—			3
Proceeds from issuance of preferred stock, net	293			—			—			—			293
Share-based compensation	(17		)	—			—			—			(17		)
Common stock acquired - Share repurchase	(936		)	—			—			—			(936		)
Dividends paid on common stock	(23		)	—			—			—			(23		)
Dividends paid on preferred stock	(24		)	—			—			—			(24		)
Principal payments for financing leases	—			—			(3		)	—			(3		)
Net cash (used in) provided by financing activities	(685		)	(713		)	(254		)	1,520			(132		)
Net increase (decrease) in cash and cash equivalents	2			(2		)	(162		)	—			(162		)
Cash and cash equivalents, beginning of period	209			2			1,327			—			1,538
Cash and cash equivalents, end of period	$	211		$	—		$	1,165		$	—		$	1,376



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Cash Flows For the Nine Months Ended September 30, 2018

	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Net cash (used in) provided by operating activities	$	(5	)	$	311		$	1,718		$	(390	)	$	1,634
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	—			—			5,845			—			5,845
Equity securities	24			—			69			—			93
Mortgage loans on real estate	—			—			700			—			700
Limited partnerships/corporations	—			—			245			—			245
Acquisition of:
Fixed maturities	—			—			(6,515		)	—			(6,515		)
Equity securities	(23		)	—			(3		)	—			(26		)
Mortgage loans on real estate	—			—			(761		)	—			(761		)
Limited partnerships/corporations	—			—			(270		)	—			(270		)
Short-term investments, net	212			—			207			—			419
Derivatives, net	—			—			61			—			61
Sales from consolidated investments entities	—			—			888			—			888
Purchases within consolidated investment entities	—			—			(740		)	—			(740		)
Maturity (issuance) of short-term intercompany loans, net	128			—			418			(546		)	—
Return of capital contributions and dividends from subsidiaries	1,143			122			—			(1,265		)	—
Capital contributions to subsidiaries	—			(45		)	—			45			—
Collateral received (delivered), net	—			—			76			—			76
Other, net	(13		)	1			14			—			2
Net cash provided by (used in) investing activities - discontinued operations	—			331			(297		)	—			34
Net cash provided by (used in) investing activities	1,471			409			(63		)	(1,766		)	51



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Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

Condensed Consolidating Statement of Cash Flows (Continued) For the Nine Months Ended September 30, 2018

	Parent Issuer			Subsidiary Guarantor			Non-Guarantor Subsidiaries			Consolidating Adjustments			Consolidated
Cash Flows from Financing Activities:
Deposits received for investment contracts	—			—			4,327			—			4,327
Maturities and withdrawals from investment contracts	—			—			(4,197		)	—			(4,197		)
Proceeds from issuance of debt with maturities of more than three months	350			—			—			—			350
Repayment of debt with maturities of more than three months	(337		)	(13		)	—			—			(350		)
Debt issuance costs	(6		)	—			—			—			(6		)
Net (repayments of) proceeds from short-term intercompany loans	(418		)	(68		)	(60		)	546			—
Return of capital contributions and dividends to parent	—			(638		)	(1,017		)	1,655			—
Contributions of capital from parent	—			—			45			(45		)	—
Borrowings of consolidated investment entities	—			—			588			—			588
Repayments of borrowings of consolidated investment entities	—			—			(543		)	—			(543		)
Contributions from (distributions to) participants in consolidated investment entities, net	—			—			(126		)	—			(126		)
Proceeds from issuance of common stock, net	3			—			—			—			3
Proceeds from issuance of preferred stock, net	319			—			—			—			319
Share-based compensation	(13		)	—			—			—			(13		)
Common stock acquired - Share repurchase	(750		)	—			—			—			(750		)
Dividends paid on common stock	(5		)	—			—			—			(5		)
Net cash used in financing activities - discontinued operations	—			—			(1,209		)	—			(1,209		)
Net cash (used in) provided by financing activities	(857		)	(719		)	(2,192		)	2,156			(1,612		)
Net increase (decrease) in cash and cash equivalents	609			1			(537		)	—			73
Cash and cash equivalents, beginning of period	244			1			1,471			—			1,716
Cash and cash equivalents, end of period	$	853		$	2		$	934		$	—		$	1,789



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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Dollar amounts in millions, unless otherwise stated)

For the purposes of the discussion in this Quarterly Report on Form 10-Q, 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 consolidated results of operations for the three and nine months ended September 30, 2019 and 2018 and financial condition as of September 30, 2019 and December 31, 2018. This item should be read in its entirety and in conjunction with the Condensed Consolidated Financial Statements and related notes contained in Part I, Item 1. of this Quarterly Report on Form 10-Q, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2018 ("Annual Report on Form 10-K").

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.

Overview

We provide our principal products and services through four segments: Retirement, Investment Management, Employee Benefits and Individual Life. Corporate includes activities not directly related to our segments, results of the Retained Business and certain insignificant run-off activities that are not meaningful to our business strategy. See the Segments Note to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K for further information on our segments.

The following represents segment percentage contributions to total Adjusted operating revenues and Adjusted operating earnings before income taxes for the nine months ended September 30, 2019:



	September 30, 2019
percent of total	Adjusted Operating Revenues		Adjusted Operating Earnings before Income Taxes
Retirement	32.5	%	71.4	%
Investment Management	7.7	%	20.3	%
Employee Benefits	24.7	%	24.1	%
Individual Life	31.1	%	10.4	%
Corporate	4.0	%	(26.2	)%

Discontinued Operations

On June 1, 2018, we consummated a series of transactions (collectively, the "2018 Transaction") pursuant to a Master Transaction Agreement dated December 20, 2017 ("MTA") with VA Capital Company LLC ("VA Capital") and Athene Holding Ltd. ("Athene"). As part of the 2018 Transaction, Venerable Holdings, Inc. ("Venerable"), a wholly owned subsidiary of VA Capital, acquired two of our subsidiaries, Voya Insurance and Annuity Company ("VIAC") and Directed Services, LLC ("DSL"), and VIAC and other Voya subsidiaries reinsured to Athene substantially all of their fixed and fixed indexed annuities business. The 2018 Transaction resulted in the disposition of substantially all of our Closed Block Variable Annuity ("CBVA") and Annuities businesses. Pursuant to the terms of the 2018 Transaction, we have retained a small number of CBVA and Annuities policies that are not included in the disposed businesses described above as "Retained Business." Refer to the Discontinued Operations Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further details.

During 2019, we settled the outstanding purchase price true-up amounts with VA Capital. We do not anticipate further material charges in connection with the 2018 Transaction. Income (loss) from discontinued operations, net of tax for the nine months ended September 30, 2019 includes a $82 charge related to the purchase price true-up settlement in connection with the 2018 Transaction.



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The following table summarizes the components of Income (loss) from discontinued operations, net of tax for the nine months ended September 30, 2019 and 2018:



	Nine Months Ended September 30,
	2019			2018
Revenues:
Net investment income	$	—		$	510
Fee income	—			295
Premiums	—			(50		)
Total net realized capital gains (losses)	—			(345		)
Other revenue	—			10
Total revenues	—			420
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	—			442
Operating expenses	—			(14		)
Net amortization of Deferred policy acquisition costs and Value of business acquired	—			49
Interest expense	—			10
Total benefits and expenses	—			487
Income (loss) from discontinued operations before income taxes	—			(67		)
Income tax expense (benefit)	—			(19		)
Adjustment to loss on sale, net of tax	(82		)	505
Income (loss) from discontinued operations, net of tax	$	(82	)	$	457

Trends and Uncertainties

We describe known material trends and uncertainties that might affect our business in our Annual Report on Form 10-K for the year ended December 31, 2018, under the caption "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Trends and Uncertainties", and in other sections of that document, including "Risk Factors". In addition, we describe below in this Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") more recently developing known trends and uncertainties that we believe may materially affect our future liquidity, financial condition or results of operations.

Interest Rates

In the third quarter of 2019, interest rates declined significantly in a continuation of a trend that has persisted through much of the first half of 2019. Intermediate parts of the yield curve inverted - with some intermediate Treasury maturities offering lower yields than shorter-dated maturities - as the market prices in lower future monetary policy rates. On July 31, 2019, the Federal Reserve lowered its key policy rate by 25 basis points, the first Federal Funds rate cut since 2008. The Federal Reserve followed up with a second rate cut of 25 basis points on September 18^th, 2019. Lower rates in the United States were consistent with trends in global markets, presumably reflecting expectations for lower global growth and subdued inflationary pressures.

The interest rate environment will continue to influence our business and financial performance for several reasons, including the following:

•

Our continuing business general account investment portfolio, which was approximately $67.4 billion as of September 30, 2019, consists predominantly of fixed income investments and had an annualized earned yield of approximately 5.1% in the third quarter of 2019, inclusive of alternative and prepayment income. In the near term and absent a 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. While our continuing business general account investment portfolio is predominantly comprised of fixed rate investments acquired to back our fixed rate liabilities, our general account also includes a small amount of securities with an earned yield that fluctuates with changes in short-term interest rates.



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•

Certain of our products pay guaranteed minimum rates - for example, fixed accounts and a portion of the stable value accounts included within defined contribution retirement plans and universal life ("UL") policies. 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.

Further changes in interest rates, whether positive or negative, would likely have modest effects on our future Adjusted operating earnings. For example, we estimate that a 100 basis point increase or decrease in rates, as compared to rates prevailing at the start of the current fiscal year, over the next three years would generally increase or decrease our Adjusted operating earnings by approximately 2-4% in future periods, with the impacts increasing from the lower to the higher end of the range the longer the rate change persists.

Stranded Costs

As a result of the 2018 Transaction, certain costs that relate to activities for which we continue to provide transitional services for businesses sold and for which we are reimbursed under a transition services agreement ("TSA"), 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, and other expenses that do not meet the foregoing criteria are reported within continuing operations. These costs reported within continuing operations ("Stranded Costs") are included in Adjusted operating earnings before income taxes and Income (loss) from continuing operations for all periods presented. Because we do not believe that TSA revenues and Stranded Costs are representative of the future run-rate of revenues and expenses of our continuing operations, they are recorded in Corporate. We plan to address the Stranded Costs through a cost reduction strategy. Refer to Restructuring in the section below for more information on this program.

Restructuring

Organizational Restructuring

As a result of the closing of the 2018 Transaction, we are undertaking further restructuring efforts to execute the transition and reduce stranded expenses associated with businesses sold, as well as our corporate and shared services functions ("Organizational Restructuring").

In October 2018, we announced our decision to cease new sales following the strategic review of our Individual Life business. See the Business, Basis of Presentation and Significant Accounting Policies Note in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional information.

In November 2018, we announced that we are targeting an additional $100 million of cost savings by the end of 2020, which is in addition to savings previously announced of $110 to $130 million by the middle of 2019 and $20 million of expected savings from ceasing Individual Life sales referenced above. These savings initiatives will improve operational efficiency, strengthen technology capabilities and centralize certain sales, operations and investment management activities. The restructuring charges in connection with these initiatives are not reflected in our run-rate cost savings estimates.

The Organizational Restructuring initiatives described above have resulted in recognition of severance and organizational transition costs and are reflected in Operating expenses in the Condensed Consolidated Statements of Operations, but excluded from Adjusted operating earnings before income taxes. For the three and nine months ended September 30, 2019, we incurred Organizational Restructuring expenses of $26 million and $164 million, respectively, of severance and organizational transition costs associated with continuing operations. For the three and nine months ended September 30, 2018, we incurred Organizational Restructuring expenses of $13 million and $25 million, respectively, of severance and organizational transition costs associated with continuing operations.

In addition to the restructuring costs incurred above, the anticipated reduction in employees from the execution of the initiatives described above triggered an immaterial curtailment loss and related re-measurement gain of our qualified defined benefit pension plan as of January 31, 2019, which was recorded during the first quarter of 2019.

Including the expense of $164 million for the nine months ended September 30, 2019, the aggregate amount of Organizational Restructuring expenses we expect to incur is in the range of $200 to $300 million. We anticipate that these costs, which will include severance, organizational transition costs incurred to reorganize operations and other costs such as contract terminations and asset write-offs, will occur at least through the end of 2020.



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Restructuring expenses that were directly related to the preparation for and execution of the 2018 Transaction are included in Income (loss) from discontinued operations, net of tax, in the Condensed Consolidated Statements of Operations. For the three and nine months ended September 30, 2019, we did not incur any Organizational Restructuring expenses associated with discontinued operations as a result of the 2018 Transaction. For the three and nine months ended September 30, 2018, we incurred Organizational Restructuring expenses as a result of the 2018 Transaction of $0 million and $6 million, respectively, of severance and organizational transition costs, which are reflected in discontinued operations.

2016 Restructuring

In 2016, we began implementing a series of initiatives designed to make us a simpler, more agile company able to deliver an enhanced customer experience ("2016 Restructuring"). These initiatives include an increasing emphasis on less capital-intensive products and the achievement of operational synergies.

Substantially all of the initiatives associated with the 2016 Restructuring program concluded at the end of 2018. However, we expect to incur approximately $10 to $20 million of additional restructuring costs associated with the completion of the information technology transition agreement entered into during 2017.

For the three and nine months ended September 30, 2019, the total of all initiatives in the 2016 Restructuring program resulted in restructuring expenses of $2 million and $8 million, respectively, which are reflected in Operating expenses in the Condensed Consolidated Statements of Operations, but are excluded from Adjusted operating earnings before income taxes. For the three and nine months ended September 30, 2018, these initiatives resulted in restructuring expenses of $10 million and $27 million, respectively, which are reflected in Operating expenses in the Condensed Consolidated Statements of Operations, but are excluded from Adjusted operating earnings before income taxes. These expenses are classified as a component of Other adjustments to Income (loss) from continuing operations before income taxes and consequently are not included in the adjusted operating results of our segments.

Operating Measures

This MD&A includes a discussion of Adjusted operating earnings before income taxes and Adjusted operating revenues, each of which is a measure used by management to evaluate segment performance. We believe that Adjusted operating earnings before income taxes provides a meaningful measure of our business performance and enhances the understanding of our financial results by focusing on the operating performance and trends of the underlying business segments and excluding items that tend to be highly variable from period to period based on capital market conditions or other factors. Adjusted operating earnings before income taxes does not replace Income (loss) from continuing operations before income taxes as the comparable U.S. GAAP measure of our consolidated results of operations. Therefore, we believe that it is useful to evaluate both Income (loss) from continuing operations before income taxes and Adjusted operating earnings before income taxes when reviewing our financial and operating performance. See the Segments Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for a description of the adjustments made to reconcile Income (loss) before income taxes to Total adjusted operating earnings before income taxes and the adjustments made to reconcile Total revenues to Total adjusted operating revenues.



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Results of Operations - Company Condensed Consolidated

The following table presents summary condensed consolidated financial information for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Revenues:
Net investment income	$	853		$	855		$	2,548		$	2,491
Fee income	692			704			2,019			2,040
Premiums	571			550			1,738			1,622
Net realized capital gains (losses)	(15		)	(46		)	52			(347		)
Other revenue	93			127			308			327
Income related to consolidated investment entities	43			62			115			199
Total revenues	2,237			2,252			6,780			6,332
Benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	1,259			1,268			3,677			3,446
Operating expenses	641			656			2,030			2,001
Net amortization of Deferred policy acquisition costs and Value of business acquired	134			86			286			260
Interest expense	51			47			135			142
Operating expenses related to consolidated investment entities	9			9			34			35
Total benefits and expenses	2,094			2,066			6,162			5,884
Income from continuing operations before income taxes	143			186			618			448
Income tax expense	4			21			73			70
Income from continuing operations	139			165			545			378
Income (loss) from discontinued operations, net of tax	—			—			(82		)	457
Net Income	139			165			463			835
Less: Net income attributable to noncontrolling interest	19			23			43			81
Less: Preferred stock dividends	14			—			24			—
Net income (loss) available to our common shareholders	$	106		$	142		$	396		$	754



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The following table presents information about our Operating expenses for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Operating expenses:
Commissions	$	165		$	168		$	543		$	505
General and administrative expenses:
Net actuarial (gains)/losses related to pension and other postretirement benefit obligations	—			—			(66		)	—
Restructuring expenses	28			23			172			52
Other general and administrative expenses	471			517			1,534			1,598
Total general and administrative expenses	499			540			1,640			1,650
Total operating expenses, before DAC/VOBA deferrals	664			708			2,183			2,155
DAC/VOBA deferrals	(23		)	(52		)	(153		)	(154		)
Total operating expenses	$	641		$	656		$	2,030		$	2,001

The following table presents AUM and AUA as of the dates indicated:



	As of September 30,
($ in millions)	2019			2018
AUM and AUA:
Retirement⁽²⁾	$	407,810		$	434,862
Investment Management	267,293			259,405
Employee Benefits	1,911			1,838
Individual Life	15,521			15,728
Eliminations/Other	(124,228		)	(121,145		)
Total AUM and AUA⁽¹⁾⁽²⁾	$	568,307		$	590,688

AUM	310,367			298,093
AUA⁽²⁾	257,940			292,595
Total AUM and AUA⁽¹⁾⁽²⁾	$	568,307		$	590,688

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

⁽²⁾Retirement includes Assets Under Advisement, which are presented in AUA. For further detail, refer to the Retirement segment results section below. Prior period information have been revised to conform to current period presentation.



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The following table presents a reconciliation of Income (loss) from continuing operations to Adjusted operating earnings before income taxes and the relative contributions of each segment to Adjusted operating earnings before income taxes for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Income from continuing operations before income taxes	$	143		$	186		$	618		$	448
Less Adjustments⁽¹⁾:
Net investment gains (losses) and related charges and adjustments	17			11			95			(90		)
Net guaranteed benefit hedging gains (losses) and related charges and adjustments	(19		)	14			(30		)	2
Income (Loss) related to businesses exited through reinsurance or divestment	27			—			8			(53		)
Income attributable to noncontrolling interest	19			23			43			81
Income (loss) related to early extinguishment of debt	(12		)	—			(12		)	(3		)
Immediate recognition of net actuarial gains (losses) related to pension and other post-employment benefit obligations and gains (losses) from plan amendments and curtailments	—			—			66			—
Dividend payments made to preferred shareholders	14			—			24			—
Other adjustments	(28		)	(25		)	(173		)	(53		)
Total adjustments to income (loss) from continuing operations before income taxes	$	18		$	23		$	21		$	(116	)

Adjusted operating earnings before income taxes by segment:
Retirement	$	117		$	253		$	426		$	531
Investment Management	46			48			121			161
Employee Benefits	57			50			144			117
Individual Life	(33		)	(134		)	62			(76		)
Corporate	(62		)	(54		)	(156		)	(169		)
Total adjusted operating earnings before income taxes	$	125		$	163		$	597		$	564

⁽¹⁾ Refer to the Segments Note to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of these items.



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The following table presents a reconciliation of Total revenues to Adjusted operating revenues and the relative contributions of each segment to Adjusted operating revenues for the periods indicated:



	Three Months Ended September 30,					Nine Months Ended September 30,
($ in millions)	2019			2018		2019			2018
Total revenues	$	2,237		$	2,252	$	6,780		$	6,332
Adjustments⁽¹⁾:
Net realized investment gains (losses) and related charges and adjustments	22			—		83			(122		)
Gain (loss) on change in fair value of derivatives related to guaranteed benefits	(12		)	12		(19		)	9
Revenues related to businesses exited through reinsurance or divestment	50			22		202			(36		)
Revenues attributable to noncontrolling interest	29			34		77			116
Other adjustments	86			76		257			201
Total adjustments to revenues	$	175		$	144	$	600		$	168

Adjusted operating revenues by segment:
Retirement	$	675		$	705	$	2,011		$	2,037
Investment Management	167			168		478			524
Employee Benefits	503			469		1,526			1,382
Individual Life	653			660		1,922			1,932
Corporate	64			106		243			289
Total adjusted operating revenues	$	2,062		$	2,108	$	6,180		$	6,164

⁽¹⁾Refer to the Segments Note to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for a description of these items.

The following tables describe the components of the reconciliation between Adjusted operating earnings before income taxes and Income (loss) from continuing operations before income taxes related to Net investment gains (losses) and related charges and adjustments and Net guaranteed benefits hedging gains (losses) and related charges and adjustments.

The following table presents the adjustment to Income (loss) from continuing operations before income taxes related to Total investment gains (losses) and the related Net amortization of DAC/VOBA and other intangibles for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Other-than-temporary impairments	$	(3	)	$	(7	)	$	(39	)	$	(21	)
CMO-B fair value adjustments⁽¹⁾	24			(17		)	85			(93		)
Gains (losses) on the sale of securities	12			13			36			(21		)
Other, including changes in the fair value of derivatives	(15		)	18			10			22
Total investment gains (losses)	18			7			92			(113		)
Net amortization of DAC/VOBA and other intangibles on above	(1		)	4			3			23
Net investment gains (losses)	$	17		$	11		$	95		$	(90	)

⁽¹⁾ For a description of our CMO-B portfolio, see Investments - CMO-B Portfolio in Part I, Item 2. of this Quarterly report on Form 10-Q and Part II, Item 7. of our Annual Report on Form 10-K.



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The following table presents the adjustment to Income (loss) from continuing operations before taxes related to Guaranteed benefit hedging gains (losses) net of DAC/VOBA and other intangibles amortization for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Gain (loss), excluding nonperformance risk	$	(25	)	$	21		$	(37	)	$	10
Gain (loss) due to nonperformance risk	6			(7		)	7			(8		)
Net gain (loss) prior to related amortization of DAC/VOBA and sales inducements	(19		)	14			(30		)	2
Net amortization of DAC/VOBA and sales inducements	—			—			—			—
Net guaranteed benefit hedging gains (losses) and related charges and adjustments	$	(19	)	$	14		$	(30	)	$	2

The following table presents DAC/VOBA and other intangibles unlocking, including unlocking related to the GMIR initiative, and annual review of the assumptions, included in Adjusted operating earnings before income taxes for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
DAC/VOBA and other intangibles unlocking^{(1) (2)}	$	(116	)	$	(144	)	$	(116	)	$	(243	)

⁽¹⁾ DAC/VOBA and other intangibles unlocking is included in Fee income, Interest credited and other benefits to contract owners/policyholders and Net amortization of DAC/VOBA. See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further description.

⁽²⁾ Includes unfavorable unlocking of $43 million and $51 million for the three and nine months ended September, 30 2018, respectively, associated with the GMIR initiative. See our Annual Report on Form 10-K for further information.

During the third quarter of 2019, 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 a net unfavorable impact to Adjusted operating earnings before income taxes of $98 million in the current period, compared to a net unfavorable impact of $153 million in the prior period. The unlocking in third quarter 2019 was driven principally by a reduction in the long-term interest rate of 50 basis points and updates to our Individual Life business assumptions including higher than expected persistency at older ages, lower net margins and refinements to our policyholder behavior assumptions. The unlocking in the third quarter 2018 was driven principally by increases in reinsurance rate assumptions in our Individual Life business and the unfavorable adjustment of the GMIR initiative partially offset by favorable changes in equity market assumptions in our Retirement business. For information about the impacts of the annual review of assumptions on DAC/VOBA and other intangibles and Adjusted operating earnings before income taxes related to our segments, see Results of Operations - Segment by Segment in Part I, Item 2. of this Quarterly Report on Form 10-Q.

The following table presents the impact on segment Adjusted operating earnings before income taxes of the annual assumption updates for the periods indicated:



	Three Months Ended September 30,
($ in millions)	2019			2018
Retirement	$	(25	)	$	48
Employee Benefits	—			1
Individual Life	(72		)	(207		)
Corporate	(1		)	5
Total	$	(98	)	$	(153	)



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Terminology Definitions

Net realized capital gains (losses), net realized investment gains (losses) and related charges and adjustments, and Net guaranteed benefit hedging gains (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").

Consolidated - Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Net Income (Loss)

Net investment income decreased $2 million from $855 million to $853 million primarily due to:


•	lower alternative investment income in the current period primarily driven by the impact of equity market performance; and


•	lower prepayment fee income.

The decrease was partially offset by:


•	the impact of the current interest rate environment on fair value adjustments; and


•	growth in general account assets in our Retirement segment.

Fee income decreased $12 million from $704 million to $692 million primarily due to:


•	unfavorable amortization of unearned revenue partially offset by a favorable variance driven by annual assumption updates in our Individual Life segment; and


•	unfavorable amortization of unearned revenue reserve due to higher gross profits in our Employee Benefits segment.

Premiums increased $21 million from $550 million to $571 million primarily due to:


•	higher premiums driven by growth of the voluntary blocks, stop loss and group life business in our Employee Benefits segment.

The increase was partially offset by:


•	lower considerations of life contingent contracts resulting in lower Premiums which corresponds to a decrease in Interest credited and other benefits to contract owners/policyholders in Retained Business in our Corporate segment; and


•	a decline in term premiums in our Individual Life segment due to discontinued sales.

Net realized capital gains (losses) increased $31 million from a loss of $46 million to a loss of $15 million primarily due to:


•	favorable impact of market value changes associated with business reinsured, which are partially offset by a corresponding amount in Interest credited and other benefits to contract owners/policyholders; and


•	higher Net investment gains and related charges and adjustments primarily due to interest rate and equity market movements, discussed below.

The increase was partially offset by:


•	unfavorable change in the fair value of guaranteed benefit derivatives excluding nonperformance risk as a result of interest rate movements partially offset by gain due to nonperformance risk.

Other revenue decreased $34 million from $127 million to $93 million primarily due to:


•	revised projection of the deferred loss amortization associated with a closed block of business;



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•	unfavorable market value adjustments on separate accounts in our Retirement segment;


•	lower revenue from transition services agreements; and


•	lower broker-dealer revenues in our Retirement segment.

Interest credited and other benefits to contract owners/policyholders decreased $9 million from $1,268 million to $1,259 million primarily due to:


•	lower net unfavorable unlocking due to the impact of higher reinsurance costs on prospective unlocking in the prior period, partially offset by unfavorable mortality experience, net of reserve changes and unlocking impact in our Individual Life segment.

The decrease was partially offset by:


•	market value impacts and changes in the reinsurance deposit asset associated with business reinsured, which are partially offset by a corresponding amount in Net realized capital gains (losses); and


•	growth on stop loss and group life in our Employee Benefits segment.

Operating expenses decreased $15 million from $656 million to $641 million primarily due to:


•	litigation recovery related to a divested business;


•	lower Stranded Costs; and


•	higher expenses related to net compensation adjustments in the prior period.

The decrease was partially offset by:


•	an increase in growth based expenses in our Retirement and Employee Benefits segments, partially offset by lower expenses in our Individual Life segment due to ceasing new business sales.

Net amortization of DAC/VOBA increased $48 million from $86 million to $134 million primarily due to:


•	higher unfavorable impact of annual assumption updates. For more information refer to Results of Operations - Segment by Segment in Part I, Item 2. of this Quarterly Report on Form 10-Q.

The increase was partially offset by:


•	favorable DAC/VOBA and other intangibles unlocking due to the net impact of lower gross profits on amortization and one-time items partially offset by unlocking from mortality experience in our Individual Life segment.

Income from continuing operations before income taxes decreased $43 million from $186 million to a $143 million primarily due to:


•	lower Adjusted operating earnings before income taxes, discussed below; and


•	unfavorable changes in Net guaranteed benefit hedging gains (loss) and related charges and adjustments primarily due to changes in interest rates, discussed below.

The decrease was partially offset by:


•	Gain related to business exited through reinsurance or divestment, discussed below.

Income tax expense decreased $17 million from $21 million to $4 million primarily due to:


•	tax credits;


•	a decrease in income before income taxes; and


•	nondeductible executive compensation in 2018 that did not recur in 2019.

The decrease was partially offset by:


•	a change in valuation allowance;



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•	a change in the dividends received deduction ("DRD"); and


•	a change in noncontrolling interest.

Adjusted operating Earnings before Income Taxes

Adjusted operating earnings before income taxes decreased $38 million from $163 million to $125 million primarily due to:


•	unfavorable DAC/VOBA unlocking due to annual assumption updates as described above in our Retirement segment;


•	higher expenses primarily resulting from business growth in our Retirement and Employee Benefits segments;


•	higher benefits incurred due to growth in business partially offset by lower overall loss ratios in our Employee Benefits segments;


•	a decrease in alternative investment income and prepayment fee income;


•	lower underwriting gains, net of DAC/VOBA and other intangibles amortization, primarily driven by adverse net mortality due to higher severity on the combined interest and non-interest sensitive blocks in our Individual Life segment;


•	preferred stock dividend payments in the current year partially offset by lower interest expense as we converted debt to equity instruments during the fourth quarter of 2018; and


•	residual activity from Retained Business, which will have volatility due to the nature of the block.

The decrease was partially offset by:


•	lower net unfavorable DAC/VOBA and other intangibles unlocking due to prospective assumption updates related to changes in reinsurance in the prior period in our Individual Life segment;


•	higher premiums driven by growth of the voluntary blocks, stop loss and group life business in our Employee Benefits segment; and


•	lower Stranded costs.

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

Net investment gains (losses) and related charges and adjustments increased $6 million from a gain of $11 million to a gain of $17 million due to:


•	favorable changes in CMO-B fair value adjustments as a result of equity market and interest rate movements; and


•	lower impairments in the current period.

The increase was partially offset by:


•	unfavorable changes in the fair value of derivatives in the current period; and


•	unfavorable amortization of DAC/VOBA and sales inducements in the current period.

Net guaranteed benefit hedging gains losses and related charges and adjustments decreased $33 million from a gain of $14 million to a loss of $19 million primarily due to:


•	unfavorable changes in fair value of guaranteed benefit derivatives excluding nonperformance risk as a result of changes in interest rates.

The decrease was partially offset by:


•	gains due to nonperformance risk.

Income (loss) related to businesses exited through reinsurance or divestment increased $27 million from $0 million to a gain of $27 million primarily due to:


•	a litigation recovery related to a divested business in the current period.

The increase was partially offset by:


•	unfavorable market value changes in assets and liabilities associated with business reinsured in the current period.



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Loss related to early extinguishment of debt increased $12 million primarily due to:


•	losses in connection with repurchased and restructured debt in the current period. See Liquidity and Capital Resources - in Part I, Item 2. of this Quarterly Report on Form 10-Q for further description.

Other adjustments to operating earnings changed $3 million from a loss of $25 million to a loss of $28 million primarily due to:


•	higher costs recorded in the current period related to restructuring. See the Restructuring Note in Part I, Item 1. of this Quarterly Report on Form 10-Q for further description.

Consolidated - Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Net Income (Loss)

Net investment income increased $57 million from $2,491 million to $2,548 million primarily due to:


•	the impact of the current interest rate environment on fair value adjustments;


•	growth in general account assets in our Retirement segment; and


•	higher prepayment fee income.

This increase was partially offset by:


•	lower alternative investment income in the current period primarily driven by the impact of equity market performance.

Fee income decreased $21 million from $2,040 million to $2,019 million primarily due to:


•	margin rate compression and change in business mix in our Retirement segment; and


•	lower management and administrative fees earned in our Investment Management segment due to lower average general account AUM driven by the impact of the 2018 Transaction.

Premiums increased $116 million from $1,622 million to $1,738 million primarily due to:


•	higher premiums driven by growth of the stop loss, voluntary blocks and group life business in our Employee Benefits segment.

The increase was partially offset by:


•	a decline in term premiums in our Individual Life segment due to discontinued sales; and


•	lower considerations of life contingent contracts resulting in lower Premiums which corresponds to a decrease in Interest credited and other benefits to contract owners/policyholders in Retained Business in our Corporate segment.

Net realized capital gains (losses) increased $399 million from a loss of $347 million to a gain of $52 million primarily due to:


•	gains 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


•	higher Net investment gains and related charges and adjustments primarily due to interest rate and equity market movements, discussed below.

The increase was partially offset by:


•	unfavorable change in the fair value of guaranteed benefit derivatives excluding nonperformance risk as a result of interest rate movements partially offset by gain due to nonperformance risk.

Other revenue decreased $19 million from $327 million to $308 million primarily due to:


•	revised projection of the deferred loss amortization associated with a closed block of business; and


•	lower broker-dealer revenues in our Retirement segment.



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The decrease was partially offset by:


•	higher revenue resulting from transition services agreements.

Interest credited and other benefits to contract owners/policyholders increased $231 million from $3,446 million to $3,677 million primarily due to:


•	market value impacts and changes in the reinsurance deposit asset associated with business reinsured, which are partially offset by a corresponding amount in Net realized capital gains (losses); and


•	growth on stop loss, voluntary blocks and group life business in our Employee Benefits segment.

The increase was partially offset by:


•	lower net unfavorable unlocking due to the impact of higher reinsurance costs on prospective unlocking in the prior period, partially offset by unfavorable mortality experience, net of reserve changes and unlocking impact in our Individual Life segment; and


•	lower considerations of life contingent contracts resulting in lower benefits which corresponds to a decrease in Premiums in the Retained Business in our Corporate segment.

Operating expenses increased $29 million from $2,001 million to $2,030 million primarily due to:


•	higher restructuring charges in the current period;


•	an increase in growth based expenses in our Retirement and Employee Benefit segments, partially offset by lower expenses in our Individual Life segment due to ceasing new business sales; and


•	higher litigation reserves in our Retirement segment.

The increase was partially offset by:


•	litigation recovery related to a divested business in the current period;


•	net actuarial gain related to our pension and other postretirement benefit obligations;


•	lower Stranded Costs; and


•	lower expenses related to net compensation adjustments.

Net amortization of DAC/VOBA increased $26 million from $260 million to $286 million primarily due to:


•	a higher net unfavorable impact of annual assumption updates. For more information refer to Results of Operations - Segment by Segment in Part I, Item 2. of this Quarterly Report on Form 10-Q.


•	favorable amortization in the prior period due to net investment losses; and


•	net unfavorable amortization on our business reinsured.

The increase was partially offset by:


•	unfavorable unlocking in the prior period driven by an update to the assumptions related to the GMIR initiatives in our Retirement segment. See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information; and


•	higher unlocking in the prior period driven by unfavorable mortality partially offset by higher amortization in the current period on the interest sensitive block, in our Individual Life segment.

Income from continuing operations before income taxes increased $170 million from $448 million to $618 million primarily due to:


•	higher Net investment gains and related charges and adjustments, discussed below;


•	Immediate recognition of net actuarial gain related to pension plan adjustments and curtailments, discussed below;


•	Income on business exited through reinsurance or divestment, discussed below; and


•	higher Adjusted operating earnings before income taxes, discussed below.



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The increase was partially offset by:


•	unfavorable changes in Other adjustments due to higher restructuring charges in the current period;


•	lower Income attributable to noncontrolling interest; and


•	unfavorable changes in Net guaranteed benefit hedging gains (loss) and related charges and adjustments primarily due to changes in interest rates, discussed below.

Income tax expense increased $3 million from $70 million to $73 million primarily due to:


•	an increase in income before income taxes;


•	a change in the valuation allowance; and


•	a change in noncontrolling interest.

The increase was partially offset by:


•	tax credits;


•	AMT sequestration in 2018 that did not recur in 2019;


•	a change in the DRD; and


•	nondeductible executive compensation in 2018 that did not recur in 2019.

Income from discontinued operations, net of tax changed $539 million from a gain of $457 million to a loss of $82 million primarily due to:


•	Adjustment to loss on sale, net of tax excluding costs to sell made in the current period.

Adjusted operating Earnings before Income Taxes

Adjusted operating earnings before income taxes increased $33 million from $564 million to $597 million primarily due to:


•	lower net unfavorable DAC/VOBA and other intangibles unlocking due to prospective assumption updates related to changes in reinsurance in the prior period in our Individual Life segment;


•	higher premiums driven by growth of the stop loss, voluntary blocks and group life business in our Employee Benefits segment; and


•	lower Stranded costs.

The increase was partially offset by:


•	higher expenses primarily resulting from business growth in our Retirement and Employee Benefits segments;


•	higher benefits incurred in stop loss, voluntary blocks and group life business due primarily to growth in business in our Employee Benefits segments;


•	lower underwriting gains, net of DAC/VOBA and other intangibles amortization, primarily driven by adverse net mortality in the combined interest and non-interest sensitive blocks in our Individual Life segment;


•	residual activity from Retained Business, which will have volatility due to the nature of the block;


•	unfavorable DAC/VOBA unlocking due to annual assumption updates in our Retirement segment; and


•	lower alternative investment income.



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Adjustments from Income (Loss) before Income Taxes to Operating Earnings (Loss) before Income Taxes

Net investment losses and related charges and adjustments changed $185 million from a loss of $90 million to a gain of $95 million primarily due to:


•	favorable changes in CMO-B fair value adjustments as a result of equity market and interest rate movements; and


•	gains on the sale of securities in the current period.

The increase was partially offset by:


•	lower favorable amortization of DAC/VOBA and sales inducements;


•	higher impairments; and


•	lower favorable changes in the fair value of derivatives.

Net guaranteed benefit hedging gains and related charges and adjustments decreased $32 million from a gain of $2 million to a loss of $30 million primarily due to:


•	unfavorable changes in fair value of guaranteed benefit derivatives excluding nonperformance risk as a result of changes in interest rates.

The decrease was partially offset by:


•	gains due to nonperformance risk in the current period.

Loss related to businesses exited through reinsurance or divestment decreased $61 million from a loss of $53 million to a gain of $8 million primarily due to:


•	a litigation recovery related to a divested business in the current period.

The decrease was partially offset by:


•	unfavorable market value changes in assets and liabilities associated with business reinsured in the current period.

Immediate recognition of net actuarial gains related to pension and other postretirement benefit obligations and gains from plan adjustments and curtailments changed $66 million due to the remeasurement of the pension plan as a result of a curtailment.

Loss related to early extinguishment of debt increased $9 million to $12 million primarily due to:


•	losses in connection with repurchased and restructured debt in the current period. See Liquidity and Capital Resources - in Part I, Item 2. of this Quarterly Report on Form 10-Q for further description.

Other adjustments to operating earnings changed $120 million from a loss of $53 million to a loss of $173 million primarily due to:


•	higher costs recorded in the current period related to restructuring. See the Restructuring Note in Part I, Item 1. of this Quarterly Report on Form 10-Q for further description.



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Results of Operations - Segment by Segment

Retirement

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



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019		2018
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	437		$	457		$	1,301	$	1,310
Fee income	218			215			628		637
Premiums	(1		)	—			4		6
Other revenue	21			33			78		84
Total adjusted operating revenues	675			705			2,011		2,037
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	238			240			707		716
Operating expenses	267			233			783		718
Net amortization of DAC/VOBA	53			(21		)	95		72
Total operating benefits and expenses	558			452			1,585		1,506
Adjusted operating earnings before income taxes⁽¹⁾	$	117		$	253		$	426	$	531

⁽¹⁾ See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.



	Three Months Ended September 30,					Nine Months Ended September 30,
($ in millions)	2019			2018		2019			2018
DAC/VOBA and other intangibles unlocking⁽¹⁾	$	(29	)	$	50	$	(20	)	$	12

⁽¹⁾ Includes unfavorable unlocking of $43 million and $51 million for the three and nine months ended September 30, 2018, respectively, associated with the GMIR initiative.

The DAC/VOBA and other intangibles unlocking in the table above includes the net impact of the annual review of the assumptions, completed in the third quarter 2019 and 2018, of $(25) million and $48 million, respectively, which was included in Net amortization of DAC/VOBA. The net unfavorable unlocking in 2019 reflects impacts related to our reduction in the long-term interest rate of 50 basis points and lower net margins. The net favorable unlocking in 2018 reflects changes in equity market assumptions partially offset by an unfavorable adjustment related to the GMIR initiatives.

Starting first quarter of 2019, Assets Under Advisement are presented in AUA, which includes recordkeeping, stable value investment-only wrap, brokerage and investment advisory assets. Prior period information have been revised to conform to current period presentation.



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The following tables present AUM and AUA for our Retirement segment as of the dates indicated:



	As of September 30,
($ in millions)	2019		2018
Corporate markets	$	68,892	$	64,380
Tax-exempt markets	66,636		64,261
Total full service plans	135,528		128,641
Stable value⁽¹⁾ and pension risk transfer	10,630		12,005
Retail wealth management	10,273		9,948
Total AUM	156,431		150,593
AUA	251,379		284,269
Total AUM and AUA	$	407,810	$	434,862

⁽¹⁾ Where Voya is the Investment Manager. Stable Value assets move from AUM to AUA when Voya no longer serves as Investment Manager but continues to provide a book value guarantee.



	As of September 30,
($ in millions)	2019		2018
General Account	$	32,928	$	32,468
Separate Account	73,358		73,119
Mutual Fund/Institutional Funds	50,145		45,006
AUA	251,379		284,269
Total AUM and AUA	$	407,810	$	434,862

The following table presents a rollforward of AUM for our Retirement segment for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Balance as of beginning of period	$	154,421		$	145,915		$	139,133		$	138,191
Transfer / Adjustment⁽¹⁾	—			—			—			6,212
Deposits	5,468			4,672			15,583			13,631
Surrenders, benefits and product charges	(4,287		)	(4,156		)	(14,530		)	(13,611		)
Net flows	1,181			516			1,053			20
Interest credited and investment performance	829			4,162			16,245			6,170
Balance as of end of period	$	156,431		$	150,593		$	156,431		$	150,593

⁽¹⁾ Reflects investment-only products which were transferred from Corporate effective January 1, 2018 and an adjustment in the three months ended June 30, 2018 to include certain Stable Value assets previously reported as AUA.

Retirement - Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Adjusted operating earnings before income taxes decreased $136 million from $253 million to $117 million primarily due to:


•	unfavorable DAC/VOBA unlocking due to annual assumption updates as described above;


•	higher expenses primarily resulting from the write-off of previously deferred expenses related to policy acquisition costs, higher pension costs and business growth; and


•	lower alternative asset income.



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Retirement - Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Adjusted operating earnings before income taxes decreased $105 million from $531 million to $426 million primarily due to:


•	higher expenses primarily resulting from the write-off of previously deferred expenses related to policy acquisition costs and business growth;


•	unfavorable DAC/VOBA unlocking due to annual assumption updates; and


•	lower alternative asset income.

The decrease was partially offset by:


•	higher investment spread income.

Investment Management

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



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	5	$	8	$	10	$	24
Fee income	158		157		455		483
Other revenue	4		3		13		17
Total adjusted operating revenues	167		168		478		524
Operating benefits and expenses:
Operating expenses	121		120		357		363
Total operating benefits and expenses	121		120		357		363
Adjusted operating earnings before income taxes	$	46	$	48	$	121	$	161

Our Investment Management segment operating revenues include the following intersegment revenues, primarily consisting of asset-based management and administration fees.



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Investment Management intersegment revenues	$	29	$	29	$	89	$	111



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



	As of September 30,
($ in millions)	2019		2018
Assets under Management
External clients:
Investment Management sourced	$	96,662	$	89,208
Affiliate sourced⁽¹⁾	37,247		38,170
Variable annuities⁽²⁾	27,017		27,175
Total external clients	160,926		154,553
General account	56,336		55,862
Total AUM	217,262		210,415
Assets under Administration⁽³⁾	50,031		48,990
Total AUM and AUA	$	267,293	$	259,405

⁽¹⁾ Affiliate sourced AUM includes assets sourced by other segments and also reported as AUM or AUA by such other segments.

⁽²⁾Reflects AUM associated with the businesses divested as part of the 2018 Transaction.

⁽³⁾ AUA includes assets sourced by other segments and also reported as AUA or AUM by such other segments.

The following table presents net flows for our Investment Management segment for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Net Flows:
Investment Management sourced	$	1,307		$	953		$	3,165		$	2,161
Affiliate sourced	(184		)	48			(1,239		)	(868		)
Variable annuities⁽¹⁾	(621		)	(600		)	(1,787		)	(1,941		)
Sub-advisor replacements⁽²⁾	219			76			1,116			76
Total	$	721		$	477		$	1,255		$	(572	)

⁽¹⁾ Reflects net flows associated with the businesses divested as part of the 2018 Transaction.

⁽²⁾Reflects net flows mainly associated with outside managed funds.

Investment Management - Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Adjusted operating earnings before income taxes decreased $2 million from $48 million to $46 million primarily due to:


•	lower investment capital returns; and


•	higher operating expenses due primarily to higher non-volume expenses partially offset by lower volume related expenses.

Investment Management - Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Adjusted operating earnings before income taxes decreased $40 million from $161 million to $121 million primarily due to:


•	lower average general account AUM driven by the impact of the 2018 Transaction;


•	lower investment capital returns;


•	lower Other revenue primarily due to higher performance and production fees earned in the prior period.

The decrease was partially offset by:


•	lower operating expenses.



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Employee Benefits

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



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	29		$	31		$	84		$	86
Fee income	16			22			48			53
Premiums	460			418			1,399			1,247
Other revenue	(2		)	(2		)	(5		)	(4		)
Total adjusted operating revenues	503			469			1,526			1,382
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	341			323			1,066			984
Operating expenses	101			88			303			266
Net amortization of DAC/VOBA	4			8			13			15
Total operating benefits and expenses	446			419			1,382			1,265
Adjusted operating earnings before income taxes⁽¹⁾	$	57		$	50		$	144		$	117

⁽¹⁾ See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

In the third quarter of 2019, the net impact of annual review of assumptions was not material. In the third quarter of 2018, the net favorable impact of annual review of assumptions was $1 million, of which $7 million favorable impact in Fee income was offset by $6 million unfavorable impact in Net amortization of DAC/VOBA.

The following table presents sales, gross premiums and in-force for our Employee Benefits segment for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Sales by Product Line:
Group life and Disability	$	7		$	12		$	124		$	84
Stop loss	25			36			270			230
Total group products	32			48			394			314
Voluntary products	6			9			106			84
Total sales by product line	$	38		$	57		$	500		$	398

Total gross premiums and deposits	$	515		$	468		$	1,568		$	1,399

Group life and Disability	$	715		$	654		$	715		$	654
Stop loss	1,037			953			1,037			953
Voluntary	392			309			392			309
Total annualized in-force premiums	$	2,144		$	1,916		$	2,144		$	1,916

Loss Ratios:
Group life (interest adjusted)	76.3		%	78.6		%	76.7		%	79.8		%
Stop loss	78.6		%	77.0		%	78.8		%	79.6		%
Total Loss Ratio⁽¹⁾	71.0		%	73.1		%	71.0		%	73.1		%

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



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Employee Benefits - Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Adjusted operating earnings before income taxes increased $7 million from $50 million to $57 million primarily due to:


•	higher premiums driven by growth of the stop loss, voluntary blocks and group life business; and

The increase was partially offset by:


•	higher benefits incurred due to growth in business partially offset by lower overall loss ratios; and


•	higher distribution expenses and commissions to support business growth.

Employee Benefits - Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Adjusted Operating earnings before income taxes increased $27 million from $117 million to $144 million primarily due to:


•	higher premiums driven by growth of the stop loss, voluntary blocks and group life business; and


•	favorable true-ups of $6 million, in the current period, related to certain reserves, commission accruals and deferrals.

The increase was partially offset by:


•	higher benefits incurred due to growth in business partially offset by lower loss ratios; and


•	higher distribution expenses and commissions to support business growth.



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Individual Life

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



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019		2018
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	232		$	230		$	687	$	673
Fee income	317			320			932		934
Premiums	101			106			293		314
Other revenue	3			4			10		11
Total adjusted operating revenues	653			660			1,922		1,932
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	550			628			1,501		1,612
Operating expenses	62			68			193		208
Net amortization of DAC/VOBA	74			98			166		188
Total operating benefits and expenses	686			794			1,860		2,008
Adjusted operating earnings before income taxes⁽¹⁾	$	(33	)	$	(134	)	$	62	$	(76	)

⁽¹⁾ See DAC/VOBA and Other Intangibles Unlocking in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

The following table presents DAC/VOBA and other intangibles unlocking, including unlocking related to the annual review of the assumptions, included in Adjusted operating earnings before income taxes for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
DAC/VOBA and other intangibles unlocking	$	(88	)	$	(200	)	$	(97	)	$	(260	)

The DAC/VOBA and other intangibles unlocking in the tables above include the net unfavorable impact of the annual review of the assumptions, completed in the third quarter 2019 and 2018, of $72 million and $207 million, respectively. The net unfavorable unlocking in 2019 was driven by a reduction in the long-term interest rate of 50 basis points, higher than expected persistency at older ages, lower net margins and refinements to our policyholder behavior assumptions. The net unfavorable unlocking in 2018 was driven primarily by reinsurer rate increases.

The following table presents the impact of the annual review of assumptions by line item for the periods indicated:



	Three Months Ended September 30,
($ in millions)	2019			2018
Fee income	$	20		$	14
Interest credited and other benefits to contract owners/policyholders	(41		)	(170		)
Net amortization of DAC/VOBA	(51		)	(51		)
Total	$	(72	)	$	(207	)



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The following table presents gross premiums and in-force policy count for our Individual Life segment for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Total gross premiums⁽¹⁾	$	423	$	450	$	1,311	$	1,343
End of period:
In-force face amount⁽¹⁾	$	320,417	$	310,132	$	320,417	$	310,132
In-force policy count⁽¹⁾	772,686		784,882		772,686		784,882

⁽¹⁾ Effective 2019, we have ceased sales of our Individual Life products.

Individual Life - Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Adjusted operating earnings before income taxes increased $101 million from a loss of $134 million to a loss of $33 million primarily due to:


•	lower net unfavorable DAC/VOBA and other intangibles unlocking due to prospective assumption updates related to changes in reinsurance in the prior period which did not recur; and


•	lower operating expenses.

The increase was partially offset by:


•	lower underwriting gains, net of DAC/VOBA and other intangibles amortization, primarily driven by adverse net mortality due to higher severity on the combined interest and non-interest sensitive blocks.

Individual Life - Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Adjusted operating earnings before income taxes increased $138 million from a loss of $76 million to a gain of $62 million primarily due to:


•	lower net unfavorable DAC/VOBA and other intangibles unlocking due to prospective assumption updates related to changes in reinsurance in the prior period which did not recur;


•	higher net investment income primarily due to higher alternative investment income and prepayment fee income; and


•	lower operating expenses.

The increase was partially offset by:


•	lower underwriting gains, net of DAC/VOBA and other intangibles amortization, primarily driven by adverse net mortality in the combined interest and non-interest sensitive block.



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Corporate

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



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Adjusted operating revenues:
Net investment income and net realized gains (losses)	$	32		$	57		$	140		$	187
Fee income	9			12			29			33
Premiums	11			23			39			49
Other revenue	12			14			35			20
Total adjusted operating revenues	64			106			243			289
Operating benefits and expenses:
Interest credited and other benefits to contract owners/policyholders	42			69			145			164
Operating expenses	23			48			90			149
Net amortization of DAC/VOBA	2			(2		)	6			3
Interest expense	59			45			158			142
Total operating benefits and expenses	126			160			399			458
Adjusted operating earnings before income taxes	$	(62	)	$	(54	)	$	(156	)	$	(169	)

The following table presents information about our Operating expenses of Corporate for the periods indicated:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Amortization of intangibles	$	9	$	9	$	26	$	27
Other⁽¹⁾	14		39		64		122
Total Operating expenses	$	23	$	48	$	90	$	149

⁽¹⁾Includes expense from corporate operations, Retained Business and other closed blocks, and expense not allocated to our segments, including Stranded Costs.

Corporate - Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Adjusted operating earnings before income taxes decreased $8 million from a loss of $54 million to a loss of $62 million primarily related to:


•	preferred stock dividend payments in the current year partially offset by lower interest expense as we converted debt to equity instruments during the fourth quarter of 2018;


•	residual activity from Retained Business, which will have volatility due to the nature of the block; and


•	revenue resulting from transition services agreements.

This decrease was partially offset by:


•	lower Stranded Costs; and


•	net compensation adjustments in the prior period not recurring in the current period.

Corporate - Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Adjusted operating earnings before income taxes improved $13 million from a loss of $169 million to a loss of $156 million primarily due to:


•	lower Stranded Costs;


•	lower net compensation adjustments in the current period; and



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•	revenue resulting from transition services agreements.

The increase was partially offset by:


•	residual activity from Retained Business, which will have volatility due to the nature of the block; and


•	preferred stock dividend payments in the current year partially offset by lower interest expense as we converted debt to equity instruments during the fourth quarter of 2018.

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 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.

Alternative investment income for the three and nine months ended September 30, 2019 and 2018, respectively, and the average assets of alternative investments as of the dates indicated were as follows:



	Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Retirement:
Alternative investment income	$	25	$	38	$	57	$	76
Average alternative investment	773		646		733		580
Investment Management⁽¹⁾:
Alternative investment income	5		8		10		24
Average alternative investment	226		214		221		242
Employee Benefits:
Alternative investment income	3		4		7		8
Average alternative investment	86		63		84		56
Individual Life:
Alternative investment income	22		19		53		44
Average alternative investment	534		387		496		349

⁽¹⁾ Includes performance fees related to sponsored private equity funds (“carried interest”) that are subject to later reversal based on subsequent fund performance, to the extent that cumulative rates of investment return fall below specified investment hurdle rates. Should the market value of a portfolio increase in future periods, reversals of carried interest could be fully or partially recovered. No amounts for carried interest were reversed or recovered for the three and nine months ended September 30, 2019 and 2018.



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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." For Individual Life, changes in Adjusted operating earnings before income taxes and Net income (loss) are also influenced by increases and decreases in amortization of net cost of reinsurance, as well as by changes in reserves associated with UL and variable universal life ("VUL") secondary guarantees and paid-up guarantees. Unlocking related to DAC, VOBA, DSI and URR, as well as amortization of net cost of reinsurance and reserve adjustments associated with UL and VUL secondary guarantees and paid-up guarantees are referred to as "DAC/VOBA and other intangibles unlocking." See the "Deferred Policy Acquisition Costs, Value of Business Acquired and Other Intangibles," "Reinsurance," and "Future Policy Benefits and Contract Owner Account Balances" sections in the Business, Basis of Presentation and Significant Accounting Policies Note in our Consolidated Financial Statements in Part II, Item 8. as well as the "DAC/VOBA and Other Intangibles Unlocking" section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for more information.

In 2017, we began soliciting customer consents to execute a change to reduce the guaranteed minimum interest rate ("GMIR initiative") applicable to future deposits and transfer into fixed investment options for certain retirement plan contracts with above-market GMIRs. This change reduces our interest rate exposure on new deposits, transfers and in certain plans existing fixed account assets and will favorably impact the DAC/VOBA amortization rate and Adjusted operating earnings over time. See Critical Accounting Judgments and Estimates in the Management's Discussion and Analysis section in Part I, Item 2. of this Quarterly Report on Form 10-Q for further information.

During the third quarter of 2019, we completed our annual review of the assumptions, including projection model inputs, in each of our segments (except for the 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 unfavorable impact to Adjusted operating earnings before income taxes of $98 million in the current period, compared to a net unfavorable impact of $153 million in the prior period. The unlocking in third quarter 2019 was driven principally by a reduction in the long-term interest rate of 50 basis points and updates to our Individual Life business assumptions including higher than expected persistency at older ages, lower net margins and refinements to our policyholder behavior assumptions. The unlocking in the third quarter 2018 was driven principally by increases in reinsurance rate assumptions in our Individual Life business and the unfavorable adjustment of the GMIR initiative partially offset by favorable changes in equity market assumptions in our Retirement business. For information about the impacts of the annual review of assumptions on DAC/VOBA and other intangibles and Adjusted operating earnings before income taxes related to our segments, see Results of Operations - Segment by Segment in Part I, Item 2. of this Quarterly Report on Form 10-Q. These impacts are included in DAC/VOBA and other intangibles unlocking.

The following table presents the amount of DAC/VOBA and other intangibles unlocking that is included in segment Adjusted operating earnings before income taxes for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Retirement⁽¹⁾	$	(29	)	$	50		$	(20	)	$	12
Employee Benefits	—			1			—			—
Individual Life	(88		)	(200		)	(97		)	(260		)
Corporate	1			5			1			5
Total DAC/VOBA and other intangibles unlocking⁽²⁾	$	(116	)	$	(144	)	$	(116	)	$	(243	)

⁽¹⁾ Includes unfavorable unlocking of $43 million and $51 million for the three and nine months ended September 30, 2018, respectively, associated with the GMIR initiative.

⁽²⁾ Includes the impact of the annual review of assumptions.

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.



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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 $750 million revolving credit sublimit of our Second 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.

Voya Financial, Inc.'s primary sources and uses of cash for the periods indicated are presented in the following table:



	Nine Months Ended September 30,
($ in millions)	2019		2018
Beginning cash and cash equivalents balance	$	209	$	244
Sources:
Proceeds from loans from subsidiaries, net of repayments	125		—
Dividends and returns of capital from subsidiaries	956		1,195
Repayment of loans to subsidiaries, net of new issuances	—		128
Amounts received from subsidiaries under tax sharing agreements, net	—		50
Refund of income taxes, net	128		—
Sale of short-term investments	—		212
Proceeds from 2048 Notes offering	—		350
Proceeds from issuance of preferred stock, net	293		319
Total sources	1,502		2,254
Uses:
Premium paid and other fees related to debt extinguishment	9		—
Payment of interest expense	98		110
Capital provided to subsidiaries	3		—
New issuances of loans to subsidiaries, net of repayments	157		418
Amounts paid to subsidiaries under tax sharing agreements, net	128		—
Debt issuance costs	—		6
Common stock acquired - Share repurchase	936		750
Share-based compensation	17		13
Dividends paid on preferred stock	24		—
Dividends paid on common stock	23		5
Maturity of 2018 Notes	—		337
Repurchase of Senior Notes	97		—
Other, net	8		6
Total uses	1,500		1,645
Net increase in cash and cash equivalents	2		609
Ending cash and cash equivalents balance	$	211	$	853



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Share Repurchase Program and Dividends to Common Shareholders

On March 13, 2014, our Board of Directors authorized a share repurchase program, pursuant to which we may, from time to time, purchase shares of our common shares through various means, including, without limitation, open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase, or automatic repurchase transactions, including 10b5-1 plans, or tender offers.

Since 2014, our Board of Directors has periodically renewed our authority to repurchase our shares. On May 2, 2019, our Board of Directors provided share repurchase authorization, increasing the aggregate of our common stock authorized for repurchase by $500 million. The additional share repurchase authorization expires on June 30, 2020 (unless extended). The authorization for the share repurchase program may be terminated, increased or decreased by our Board of Directors at any time. As of September 30, 2019, we were authorized to repurchase shares up to an aggregate purchase price of $50 million.

On October 31, 2019, our Board of Directors provided its most recent share repurchase authorization, increasing the aggregate of our common stock authorized for repurchase by $800 million. The additional share repurchase authorization expires on December 31, 2020 (unless extended). The authorization for the share repurchase program may be terminated, increased or decreased by our Board of Directors at any time.

The following table presents repurchases of our common stock through share repurchase agreements with third-party financial institutions during the nine months ended September 30, 2019:



Execution Date	Payment		Initial Shares Delivered	Closing Date	Additional Shares Delivered	Total Shares Repurchased
January 3, 2019	$	250	5,059,449	April 4, 2019	290,765	5,350,214
April 9, 2019	$	236	3,593,453	June 4, 2019	879,199	4,472,652
June 19, 2019	$	200	2,963,512	August 6, 2019	695,566	3,659,078

During the nine months ended September 30, 2019, we repurchased 4,926,775 shares of our common stock in open market repurchases for an aggregate purchase price of $250 million.

The following table summarizes our return of capital to common shareholders:



	Nine Months Ended September 30,
($ in millions)	2019		2018
Dividends to shareholders	$	23	$	5
Repurchase of common shares	936		850
Total cash returned to shareholders	$	959	$	855

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.



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We had $1 million of short-term debt borrowings outstanding consisting entirely of the current portion of long-term debt as of September 30, 2019. The following table summarizes our borrowing activities for the nine months ended September 30, 2019:



($ in millions)	Beginning Balance		Issuance		Maturities and Repurchases			Other Changes			Ending Balance
Long-Term Debt:
Debt securities	$	3,132	$	—	$	(96	)	$	2		$	3,038
Windsor property loan	5		—		—			(1		)	4
Subtotal	3,137		—		(96		)	1			3,042
Less: Current portion of long-term debt	1		—		—			—			1
Total long-term debt	$	3,136	$	—	$	(96	)	$	1		$	3,041

As of September 30, 2019, we were in compliance with our debt covenants.

Preferred Stock. On June 11, 2019, we issued 300,000 shares of 5.35% Fixed-Rate Reset Non-Cumulative Preferred Stock, Series B ("the Series B preferred stock), with a $0.01 par value per share and a liquidation preference of $1,000 per share, represented by 12,000,000 Depositary Shares each representing a 1/40^th interest in a share of the Series B preferred stock, for aggregate net proceeds of $293 million.

During the three and nine months ended September 30, 2019, we declared and paid dividends of $10 million and $20 million on the Series A preferred stock, respectively. During the three and nine months ended September 30, 2019, we declared and paid $4 million on the Series B preferred stock. As of September 30, 2019, there were no preferred stock dividends in arrears. See the Shareholders' Equity Note in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Senior Notes. As of September 30, 2019, Voya Financial, Inc. had four series of senior notes (collectively, the "Senior Notes") with aggregate outstanding principal amount of $1.6 billion. The Senior Notes are guaranteed by Voya Holdings. We are permitted to redeem all or any portion of the Senior Notes at any time at a redemption price equal to the principal amount redeemed, or, if greater, a "make-whole redemption price," plus, in each case accrued and unpaid interest.

On July 12, 2019, we completed the redemption of our remaining $97 million aggregate principal amount of 5.5% Senior Notes due 2022 (the "2022 Notes"). In connection with this transaction, we incurred a loss on debt extinguishment of $9 million for the three and nine months ended September 30, 2019, which was recorded in Interest Expense in the Condensed Consolidated Statements of Operations.

Junior Subordinated Notes. As of September 30, 2019, Voya Financial, Inc. had two series of junior subordinated notes (collectively, the "Junior Subordinated Notes") with aggregate outstanding principal amount of $1.1 billion. The Junior Subordinated Notes are guaranteed on an unsecured, junior subordinated basis by Voya Holdings.

Aetna Notes. As of September 30, 2019, Voya Holdings was the obligor under three series of debentures (collectively, the "Aetna Notes") with aggregate outstanding principal amount of $358 million, which were issued by a predecessor of Voya Holdings and assumed in connection with our acquisition of Aetna’s life insurance and related businesses. In addition, Equitable of Iowa Capital Trust II, a limited purpose trust subsidiary, has outstanding $13 million principal amount of 8.42% Series B Capital Securities due April 1, 2027 (the "Equitable Notes"). ING Group, our previous corporate parent, guarantees the Aetna Notes. The Equitable Notes are guaranteed by Voya Financial, Inc.

As of September 30, 2019, the amount of collateral required to avoid the payment of a fee to ING Group was $258 million.



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Senior Unsecured Credit Facility

As of September 30, 2019, we had a $1.0 billion senior unsecured credit facility which was set to expire on May 6, 2021. The facility provided $1.0 billion of committed capacity for issuing letters of credit and also included a revolving credit borrowing sublimit of $750 million. As of September 30, 2019, there were no amounts outstanding as revolving credit borrowings and no amounts of LOCs outstanding under the senior unsecured credit facility. Under the terms of the facility, Voya Financial, Inc. was required to maintain a minimum net worth of $6.6 billion, which may increase upon any future equity issuances by us.

Effective November 1, 2019, we revised the terms of our senior unsecured credit facility by entering into a Third Amended and Restated Revolving Credit Agreement ("Third Amended and Restated Credit Agreement") with a syndicate of banks, all of which previously participated in the facility. The Third Amended and Restated Credit Agreement modifies the senior unsecured credit facility by extending the term of the agreement to November 1, 2024 and reducing the total amount of LOCs that may be issued from $1.0 billion to $500 million. The revolving credit sublimit was removed and the full $500 million may be utilized for direct borrowings. The terms require us to maintain a minimum net worth of $6.15 billion. The minimum net worth amount may increase upon any future equity issuances by us.

Other Credit Facilities

We use credit facilities to provide collateral required primarily under our affiliated reinsurance transactions with captive insurance subsidiaries. We also issue guarantees and enter into financing arrangements in connection with these credit facilities. These arrangements are designed to facilitate the financing of statutory reserve requirements.

The following table summarizes our credit facilities as of September 30, 2019:

($ in millions)

Obligor / Applicant

Business Supported

Secured / Unsecured

Committed / Uncommitted

Expiration

Capacity

Utilization

Unused Commitment

Voya Financial, Inc.

Other

Unsecured

Committed

05/06/2021

1,000

—

1,000

Voya Financial, Inc.

Other

Secured

Uncommitted

Various

—

Voya Financial, Inc. /SLDI

Other

Unsecured

Uncommitted

N/A

300

—

Voya Financial, Inc. / SLDI

Retirement

Unsecured

Committed

03/20/2022

250

239

Voya Financial, Inc. / SLDI

Individual Life

Unsecured

Committed

12/31/2025

475

—

Voya Financial, Inc. / SLDI

Individual Life

Unsecured

Committed

07/01/2037

1,725

1,592

133

Voya Financial, Inc. /Roaring River LLC

Individual Life

Unsecured

Committed

10/01/2025

425

374

Voya Financial, Inc. /Roaring River IV, LLC

Individual Life

Unsecured

Committed

12/31/2028

565

329

236

Voya Financial, Inc.⁽¹⁾

Individual Life

Unsecured

Committed

12/09/2024

300

180

120

Voya Financial, Inc.

Individual Life/Retirement/Other

Unsecured

Committed

02/11/2022

300

—

SLDI

Hannover Re⁽²⁾

Unsecured

Committed

10/29/2023

—

Voya Financial, Inc.

Hannover Re⁽²⁾

Unsecured

Uncommitted

04/27/2021

125

—

Total

5,536

3,676

1,551

N/A- Not Applicable

⁽¹⁾On September 9, 2019, an agreement was completed providing for the extension of the maturity date from 12/09/2023 to 12/09/2024 effective upon December 9, 2019.

⁽²⁾Individual Life Reinsurance business acquired by Hannover Re in 2009 via indemnity reinsurance.

Total fees associated with credit facilities were $9 million and $25 million for the three and nine months ended September 30, 2019, respectively. Total fees associated with credit facilities were $8 million and $26 million for the three and nine months ended September 30, 2018, respectively.



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Voya Financial, Inc. Credit Support of Subsidiaries

In addition to our Senior Unsecured Credit Facility, Voya Financial, Inc. maintains credit facilities with third-party banks to support the reinsurance obligations of our captive reinsurance subsidiaries in which Voya Financial is either a primary obligor or provides a financial guarantee. As of September 30, 2019, such facilities provided for up to $4.4 billion of capacity, of which $3.6 billion was utilized.

We also provide credit support to our Roaring River IV, LLC ("Roaring River IV") captive reinsurance subsidiary through a surplus maintenance agreement with a third-party bank in connection with a financing arrangement involving $565 million of statutory reserves which matures December 31, 2028. The reimbursement agreement requires Voya Financial, Inc. to cause capital to be maintained in Roaring River IV Holding LLC, the intermediate holding company of Roaring River IV, and in Roaring River IV. These amounts will vary over time based on a percentage of Roaring River IV in force life insurance.

In addition, we provide guarantees to certain of our subsidiaries to support various business requirements:

•

Under the Buyer Facility Agreement put into place by Hannover Re, Voya Financial, Inc. and Security Life of Denver International Limited ("SLDI") have contingent reimbursement obligations and Voya Financial, Inc. has guarantee obligations, up to the full $2.9 billion principal amount of the note and one $600 million letter of credit issued pursuant to the agreement, if Security Life of Denver Insurance Company ("SLD") or SLDI were to direct the sale or liquidation of the note other than as permitted by the Buyer Facility Agreement, or fail to return reinsurance collateral (including the note) upon termination of the Buyer Facility Agreement or as otherwise required by the Buyer Facility Agreement. In addition, Voya Financial, Inc. has agreed to indemnify Hannover Re for any losses it incurs in the event that SLD or SLDI were to exercise offset rights unrelated to the Hannover Re block.


•	Voya Financial, Inc. has also entered into a corporate guarantee agreement with a third-party ceding insurer where it guarantees the reinsurance obligations of our subsidiary, SLD, assumed under a reinsurance agreement with the third-party cedent for the amount of the statutory reserves assumed by SLD. The current amount of reserves outstanding as of September 30, 2019 is $14 million.


•	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. For more information see "Capitalization- Aetna Notes" above.

•

Voya Financial, Inc. and Voya Holdings provide a guarantee to certain Voya insurance subsidiaries of VIAC’s payment obligations to those subsidiaries under certain VIAC surplus notes held by those subsidiaries. The agreement provides for Voya and Voya Holdings to reimburse the applicable subsidiary to the extent that any interest on, principal of, or any redemption payment with respect to such surplus note is unpaid by VIAC on its scheduled date.

We did not recognize any asset or liability as of September 30, 2019 in relation to intercompany indemnifications, guarantees or support agreements. As of September 30, 2019, no circumstances existed in which we were required to currently perform under these arrangements.

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 from the other 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 September 30, 2019, the aggregate amount that may be borrowed or lent under agreements with life insurance subsidiaries was $1.9 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 September 30, 2019, Voya Financial, Inc. had $129 million outstanding borrowings from subsidiaries and had loaned $236 million to its subsidiaries.



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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 our Annual Report on Form 10-K for additional information.

With respect to our reinsurance agreements, based on the amount of reinsurance outstanding as of September 30, 2019 and December 31, 2018, a two-notch downgrade of our insurance subsidiaries would have resulted in an estimated increase in our collateral requirements by approximately $14 million, respectively. The nature of the collateral that we may be required to post is principally in the form of cash, highly rated securities or LOC.

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.

The financial strength and credit ratings of Voya Financial, Inc. and its principal subsidiaries as of the date of this Quarterly Report on Form 10-Q are summarized in the following table.



	Rating Agency
	A.M. Best	Fitch, Inc.	Moody's Investors 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.	withdrawn	BBB+/stable	Baa2/stable	BBB+/Stable

Financial Strength Rating/Outlook:	A/stable	A/stable	A2/stable	A+/Stable
Voya Retirement Insurance and Annuity Company	⁽⁵⁾
Security Life of Denver Insurance Company	⁽⁵⁾
ReliaStar Life Insurance Company
ReliaStar Life Insurance Company of New 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 Retirement Insurance Annuity Company and Security Life of Denver Insurance 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.



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Ratings actions and outlook changes by A.M. Best, Fitch, Moody's and S&P from December 31, 2018 through September 30, 2019 and subsequently through the date of this Quarterly Report on Form 10-Q are as follows:


•	On March 11, 2019, Fitch affirmed the ratings of the holding company, Voya Financial, Inc. and revised its outlook on the ratings to Stable from Negative. At the same time, Fitch affirmed the financial strength ratings of Voya's life insurance subsidiaries and maintained its Stable outlook on these ratings.

•

On April 11, 2019, A.M. Best affirmed the financial strength rating of A of the life insurance entities of Voya Financial, Inc. Additionally, A.M. Best affirmed the long-term issuer credit rating of "bbb+" of Voya Financial, Inc. The outlook of these was assigned as Stable. Concurrently, A.M. Best withdrew the ratings of Voya, Voya Retirement Insurance Annuity Company and Security Life of Denver Insurance Company at our request to no longer participate in A.M. Best's rating process with respect to those entities.


•	On June 11, 2019, S&P upgraded the long-term issuer credit rating of Voya Financial, Inc. from BBB, Positive to BBB+, Stable and the financial strength rating of the insurance entities of Voya Financial, Inc. from A, Positive to A+, Stable.

Reinsurance

On November 19, 2008, an existing reinsurance agreement between Scottish Re (U.S.), Inc. ("SRUS") and Ballantyne Re, an Irish public limited company ("Ballantyne Re"), concerning a portion of the business that was originally ceded to Scottish Re as part of the 2004 Transaction, was novated with the result that SLD was substituted for SRUS as the ceding company to Ballantyne Re and made the sole beneficiary of the trust established by to support the reserve requirements of the ceded business. On April 12, 2019, SLD entered into a Lock-Up Support Agreement (the "Lock-Up Agreement") with Ballantyne Re, certain other companies, and holders of certain notes issued by Ballantyne Re in connection with the restructuring of Ballantyne Re. Under the terms of the Lock-Up Agreement, SLD agreed, subject to certain conditions, to enter into a novation and related agreements (the "Novation"). The Novation occurred on June 12, 2019 with the result that Swiss Re Life & Health America Inc. ("Swiss Re") was substituted for Ballantyne Re as the reinsurer effective April 1, 2019. As part of the Novation, Swiss Re established a new trust account with assets supporting its reinsurance obligation to SLD. At the time of closing, $582 million of trust assets on a market value basis supporting reserves of $572 million as of March 31, 2019 were funded into the new trust account. The Novation did not change SLD's reinsurance coverage related to the reinsured business.

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 subjected 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, together with our insurance subsidiary domiciled in Colorado 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 2019. However, as a result of the extraordinary dividends it paid in 2015, 2016 and 2017, together with statutory losses incurred in connection with the recapture and cession to one of our Arizona captives of certain term life business in the fourth quarter of 2016, our Principal Insurance Subsidiary domiciled in Minnesota currently has negative earned surplus. In addition, primarily as a result of statutory losses incurred in connection with the retrocession of our Principal Insurance Subsidiary domiciled in Minnesota of certain life insurance business in the fourth quarter of 2018, our Principal Insurance Subsidiary domiciled in Colorado has a net loss from operations for the twelve-month period ending the preceding December 31. Therefore, neither our Minnesota nor Colorado Principal Insurance Subsidiaries have the capacity at this time to 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.

SLDI and RRII may not declare or pay dividends other than in accordance with their respective annual capital and dividend plans as approved by the Arizona Department of Insurance, which each include a minimum capital requirement.

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.



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

The following table summarizes dividends by each of the Company's Principal Insurance Subsidiaries to its parent for the periods indicated:



	Dividends Paid				Extraordinary Distributions Paid
	Nine Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2019		2018		2019		2018
Subsidiary Name (State of domicile):
Voya Retirement Insurance and Annuity Company ("VRIAC") (CT)	$	396	$	126	$	—	$	—
Security Life of Denver Insurance Company ("SLD") (CO)	—		52		—		—
ReliaStar Life Insurance Company ("RLI") (MN)	—		—		360		—

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

On March 26, 2019, RRII declared a dividend in the amount of $152 million payable to its parent, SLDI. On the same date, SLDI declared a dividend of $170 million payable to its parent, Voya Financial. Both of these dividends were paid on March 27, 2019.

Off-Balance Sheet Arrangements

We have obligations for the return of non-cash collateral under an amendment to our securities lending program. Non-cash collateral received in connection with the securities lending program may not be sold or re-pledged by our lending agent, except in the event of default, and is not reflected on our Condensed Consolidated Balance Sheets. For information regarding obligations under this program, see the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

For changes in commitments related to the acquisition of mortgage loans and the purchase of limited partnerships and private placement investments related to consolidated investment entities, see the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

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 Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Critical Accounting Judgments and Estimates

The preparation of financial statements in conformity with 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 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.



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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 Condensed Consolidated Financial Statements.

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

Assumptions and Periodic Review

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 2019 and 2018, we conducted our annual review of assumptions, market conditions and other projection model inputs and made a number of changes to our assumptions which impacted the results of our segments. During the third quarter of 2019, the impact of assumption changes resulted in a loss of $101 million, of which $98 million was included in Adjusted operating earnings before income taxes and reflects net unfavorable DAC/VOBA and other intangibles unlocking. The unlocking in the third quarter 2019 was driven principally by a reduction in the long-term interest rate of 50 basis points and updates to our Individual Life business assumptions including higher than expected persistency at older ages, lower net margins and refinements to our policyholder behavior assumptions. During the third quarter of 2018, the impact of assumption changes resulted in a loss of $153 million, all of which was included in Adjusted operating earnings before income taxes and reflected net unfavorable DAC/VOBA and other intangibles unlocking. The unlocking in the third quarter 2018 was driven principally by increases in reinsurance rate assumptions in our Individual Life business and the unfavorable adjustment of the GMIR initiative partially offset by favorable changes in equity market assumptions in our Retirement business.

In 2017, we began soliciting customer consents to execute a change to reduce the guaranteed minimum interest rate ("GMIR initiative") applicable to future deposits and transfers into fixed investment options for certain retirement plan contracts with above-market GMIRs. This change reduces our interest rate exposure on new deposits, transfers and, in certain plans, existing fixed account assets and will favorably impact the DAC/VOBA amortization rate and Adjusted operating earnings over time. There was no unlocking of DAC and VOBA related to GMIR initiative for the nine months ended September 30, 2019. For the nine months ended September 30, 2018, unfavorable unlocking of DAC and VOBA related to GMIR initiative was $51 million, of which $8 million was included in the results of the annual review of assumptions referenced above.

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 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 presented 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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($ in millions)	As of September 30, 2019
Decrease in long-term equity rate of return assumption by 100 basis points	$	(37	)
A change to the long-term interest rate assumption of -50 basis points	(64		)
A change to the long-term interest rate assumption of +50 basis points	49
An assumed increase in future mortality by 1%	(22		)

Lower assumed equity rates of return, lower assumed interest rates, increased assumed future mortality and decreases in 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.

Income Taxes

We use the estimated annual effective tax rate method in computing our interim tax provision. Certain items, including changes in the realizability of deferred tax assets and changes in liabilities for uncertain tax positions, are excluded from the estimated annual effective tax rate and the actual tax expense or benefit is reported in the period the related item is incurred.

See the Income Taxes Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.

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.

See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K for information on our investment strategy.

See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information on investments.

Portfolio Composition

The following table presents the investment portfolio as of the dates indicated:



	September 30, 2019				December 31, 2018
($ in millions)	Carrying Value		% of Total		Carrying Value		% of Total
Fixed maturities, available-for-sale, excluding securities pledged	$	51,114	74.0	%	$	46,298	72.9	%
Fixed maturities, at fair value using the fair value option	3,461		5.0	%	2,956		4.7	%
Equity securities, available-for-sale	373		0.5	%	273		0.4	%
Short-term investments⁽¹⁾	145		0.2	%	168		0.3	%
Mortgage loans on real estate	8,319		12.0	%	8,676		13.6	%
Policy loans	1,796		2.6	%	1,833		2.9	%
Limited partnerships/corporations	1,486		2.1	%	1,158		1.8	%
Derivatives	575		0.8	%	247		0.4	%
Other investments	104		0.2	%	90		0.1	%
Securities pledged	1,804		2.6	%	1,867		2.9	%
Total investments	$	69,177	100.0	%	$	63,566	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.



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Fixed Maturities

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



	September 30, 2019
($ in millions)	Amortized Cost		% of Total		Fair Value		% of Total
Fixed maturities:
U.S. Treasuries	$	1,661	3.3	%	$	2,264	4.0	%
U.S. Government agencies and authorities	198		0.4	%	262		0.5	%
State, municipalities and political subdivisions	1,644		3.3	%	1,814		3.2	%
U.S. corporate public securities	18,281		36.1	%	21,160		37.5	%
U.S. corporate private securities	6,343		12.6	%	6,902		12.2	%
Foreign corporate public securities and foreign governments⁽¹⁾	5,224		10.3	%	5,862		10.5	%
Foreign corporate private securities⁽¹⁾	4,979		9.9	%	5,268		9.3	%
Residential mortgage-backed securities	5,563		11.0	%	5,870		10.4	%
Commercial mortgage-backed securities	3,983		7.9	%	4,320		7.7	%
Other asset-backed securities	2,643		5.2	%	2,657		4.7	%
Total fixed maturities, including securities pledged	$	50,519	100.0	%	$	56,379	100.0	%
⁽¹⁾ Primarily U.S. dollar denominated.



	December 31, 2018
($ in millions)	Amortized Cost		% of Total		Fair Value		% of Total
Fixed maturities:
U.S. Treasuries	$	1,937	3.9	%	$	2,295	4.5	%
U.S. Government agencies and authorities	204		0.4	%	242		0.5	%
State, municipalities and political subdivisions	1,652		3.3	%	1,659		3.2	%
U.S. corporate public securities	19,210		38.4	%	19,848		38.7	%
U.S. corporate private securities	6,264		12.5	%	6,232		12.2	%
Foreign corporate public securities and foreign governments⁽¹⁾	5,429		10.9	%	5,455		10.7	%
Foreign corporate private securities⁽¹⁾	5,176		10.3	%	5,094		10.0	%
Residential mortgage-backed securities	4,616		9.2	%	4,803		9.4	%
Commercial mortgage-backed securities	3,438		6.9	%	3,416		6.7	%
Other asset-backed securities	2,095		4.2	%	2,077		4.1	%
Total fixed maturities, including securities pledged	$	50,021	100.0	%	$	51,121	100.0	%
⁽¹⁾Primarily U.S. dollar denominated.

As of September 30, 2019, the average duration of our fixed maturities portfolio, including securities pledged, is between 8.0 and 8.5 years.

Fixed Maturities Credit Quality - Ratings

For information regarding our fixed maturities credit quality ratings, see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Consolidated Financial Statements in Part II, Item 7. of our Annual Report on Form 10-K.



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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)	September 30, 2019
NAIC Quality Designation	1			2			3			4			5			6			Total Fair Value
U.S. Treasuries	$	2,264		$	—		$	—		$	—		$	—		$	—		$	2,264
U.S. Government agencies and authorities	262			—			—			—			—			—			262
State, municipalities and political subdivisions	1,647			164			—			—			1			2			1,814
U.S. corporate public securities	9,827			10,305			871			136			21			—			21,160
U.S. corporate private securities	2,502			3,944			268			171			17			—			6,902
Foreign corporate public securities and foreign governments⁽¹⁾	2,269			3,294			234			59			5			1			5,862
Foreign corporate private securities⁽¹⁾	620			4,348			250			50			—			—			5,268
Residential mortgage-backed securities	5,683			96			26			4			29			32			5,870
Commercial mortgage-backed securities	4,154			152			14			—			—			—			4,320
Other asset-backed securities	2,349			224			23			4			57			—			2,657
Total fixed maturities	$	31,577		$	22,527		$	1,686		$	424		$	130		$	35		$	56,379
% of Fair Value	55.9		%	40.0		%	3.0		%	0.8		%	0.2		%	0.1		%	100.0		%
⁽¹⁾ Primarily U.S. dollar denominated.



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($ in millions)	December 31, 2018
NAIC Quality Designation	1			2			3			4			5			6			Total Fair Value
U.S. Treasuries	$	2,295		$	—		$	—		$	—		$	—		$	—		$	2,295
U.S. Government agencies and authorities	242			—			—			—			—			—			242
State, municipalities and political subdivisions	1,524			133			—			—			—			2			1,659
U.S. corporate public securities	9,062			9,653			924			193			16			—			19,848
U.S. corporate private securities	2,510			3,376			149			175			19			3			6,232
Foreign corporate public securities and foreign governments⁽¹⁾	2,265			2,804			331			52			1			2			5,455
Foreign corporate private securities⁽¹⁾	693			3,984			301			73			42			1			5,094
Residential mortgage-backed securities	4,678			27			40			2			10			46			4,803
Commercial mortgage-backed securities	3,317			79			20			—			—			—			3,416
Other asset-backed securities	1,819			160			33			9			32			24			2,077
Total fixed maturities	$	28,405		$	20,216		$	1,798		$	504		$	120		$	78		$	51,121
% of Fair Value	55.6		%	39.5		%	3.5		%	1.0		%	0.2		%	0.2		%	100.0		%
⁽¹⁾Primarily U.S. dollar denominated.



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The following tables present credit quality of fixed maturities, including securities pledged, using NAIC acceptable rating organizations ("ARO") ratings as of the dates indicated:



($ in millions)	September 30, 2019
ARO Quality Ratings	AAA			AA			A			BBB			BB and Below			Total Fair Value
U.S. Treasuries	$	2,264		$	—		$	—		$	—		$	—		$	2,264
U.S. Government agencies and authorities	252			10			—			—			—			262
State, municipalities and political subdivisions	111			1,002			534			164			3			1,814
U.S. corporate public securities	230			1,345			8,262			10,402			921			21,160
U.S. corporate private securities	162			253			2,248			3,911			328			6,902
Foreign corporate public securities and foreign governments⁽¹⁾	42			512			1,694			3,287			327			5,862
Foreign corporate private securities⁽¹⁾	—			—			635			4,422			211			5,268
Residential mortgage-backed securities	4,149			163			107			515			936			5,870
Commercial mortgage-backed securities	2,087			374			984			716			159			4,320
Other asset-backed securities	714			518			994			229			202			2,657
Total fixed maturities	$	10,011		$	4,177		$	15,458		$	23,646		$	3,087		$	56,379
% of Fair Value	17.8		%	7.4		%	27.5		%	41.8		%	5.5		%	100.0		%
⁽¹⁾Primarily U.S. dollar denominated.



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($ in millions)	December 31, 2018
ARO Quality Ratings	AAA			AA			A			BBB			BB and Below			Total Fair Value
U.S. Treasuries	$	2,295		$	—		$	—		$	—		$	—		$	2,295
U.S. Government agencies and authorities	234			8			—			—			—			242
State, municipalities and political subdivisions	112			920			492			133			2			1,659
U.S. corporate public securities	220			1,118			7,684			9,739			1,087			19,848
U.S. corporate private securities	166			273			2,221			3,230			342			6,232
Foreign corporate public securities and foreign governments⁽¹⁾	45			533			1,725			2,767			385			5,455
Foreign corporate private securities⁽¹⁾	—			—			698			4,137			259			5,094
Residential mortgage-backed securities	3,394			74			64			188			1,083			4,803
Commercial mortgage-backed securities	1,822			390			596			447			161			3,416
Other asset-backed securities	824			210			633			185			225			2,077
Total fixed maturities	$	9,112		$	3,526		$	14,113		$	20,826		$	3,544		$	51,121
% of Fair Value	17.8		%	6.9		%	27.7		%	40.7		%	6.9		%	100.0		%
⁽¹⁾Primarily U.S. dollar denominated.

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.

Unrealized Capital Losses

Gross unrealized capital losses on fixed maturities, including securities pledged, decreased $906 million from $1,084 million to $178 million for the nine months ended September 30, 2019. The decrease in gross unrealized capital losses was primarily due to declining interest rates.

As of September 30, 2019 and December 31, 2018, we held three fixed maturities with unrealized capital losses in excess of $10 million. As of September 30, 2019 and December 31, 2018, the unrealized capital losses on these fixed maturities equaled $38 million or 21.4% and $49 million or 4.5% of the total unrealized losses, respectively.

As of September 30, 2019, we held $4.3 billion of energy sector fixed maturity securities, constituting 7.5% of the total fixed maturities portfolio, with gross unrealized capital losses of $61 million, including three energy sector fixed maturity securities with unrealized capital losses in excess of $10 million. The unrealized capital losses on these fixed maturity securities equaled $38 million. As of September 30, 2019, our fixed maturity exposure to the energy sector is comprised of 92.3% investment grade securities.

As of December 31, 2018, we held $4.1 billion of energy sector fixed maturity securities, constituting 8.0% of the total fixed maturities portfolio, with gross unrealized capital losses of $143 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 $22 million. As of December 31, 2018, our fixed maturity exposure to the energy sector is comprised of 87.6% investment grade securities.



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The following table presents the U.S. and foreign corporate securities within our energy holdings by sector as of the dates indicated:



($ in millions)	September 30, 2019						December 31, 2018
Sector Type	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
Midstream	$	1,511	$	1,735	40.7	%	$	1,545	$	1,596	39.0	%
Integrated Energy	632		743		17.5	%	817		837		20.5	%
Independent Energy	927		1,023		24.1	%	923		931		22.8	%
Oil Field Services	431		417		9.8	%	472		428		10.5	%
Refining	277		334		7.9	%	277		293		7.2	%
Total	$	3,778	$	4,252	100.0	%	$	4,034	$	4,085	100.0	%

See the Investments (excluding Consolidated Investment Entities) Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on unrealized capital losses.

CMO-B Portfolio

The following table presents fixed maturities balances held in the CMO-B portfolio by NAIC quality rating as of the dates indicated:



($ in millions)	September 30, 2019						December 31, 2018
NAIC Quality Designation	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
1	$	3,435	$	3,639	95.8	%	$	2,951	$	3,101	97.0	%
2	85		85		2.2	%	17		16		0.5	%
3	13		15		0.4	%	14		25		0.8	%
4	—		—		—	%	—		—		—	%
5	16		29		0.8	%	5		9		0.3	%
6	25		32		0.8	%	30		46		1.4	%
Total	$	3,574	$	3,800	100.0	%	$	3,017	$	3,197	100.0	%

For CMO securities where we elected the FVO, amortized cost represents the market values. For details on the NAIC designation methodology, see "Fixed Maturities Credit Quality-Ratings" in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our Annual Report on Form 10-K.

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:



	September 30, 2019						December 31, 2018
($ in millions)	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives non-qualifying for hedge accounting:
Interest Rate Contracts	$	14,118	$	77	$	213	$	15,081	$	32	$	80

The Company utilizes interest rate futures and interest rate swaps as a part of the CMO-B portfolio to hedge interest rate risk.



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The following table presents our CMO-B fixed maturity securities balances and tranche type as of the dates indicated:



($ in millions)	September 30, 2019						December 31, 2018
Tranche Type	Amortized Cost		Fair Value		% Fair Value		Amortized Cost		Fair Value		% Fair Value
Inverse Floater	$	379	$	504	13.3	%	$	399	$	487	15.2	%
Interest Only (IO)	186		192		5.1	%	167		181		5.7	%
Inverse IO	1,609		1,696		44.5	%	1,335		1,393		43.5	%
Principal Only (PO)	246		252		6.6	%	249		252		7.9	%
Floater	14		14		0.4	%	16		16		0.5	%
Agency Credit Risk Transfer	1,138		1,139		30.0	%	849		865		27.1	%
Other	2		3		0.1	%	2		3		0.1	%
Total	$	3,574	$	3,800	100.0	%	$	3,017	$	3,197	100.0	%

During the nine months ended September 30, 2019, the market value of our CMO-B portfolio increased primarily due to new purchase activity exceeding paydowns and maturities. Valuation of the securities within our CMO-B portfolio improved during the quarter benefited by muted prepayment risk resulting in continued positive relative performance for the strategy. Yields within the CMO-B portfolio continue to decline as higher yielding historical CMO-B assets paydown or mature and are replaced with lower yielding new assets.

The following table presents returns for our CMO-B portfolio for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Net investment income (loss)	$	122		$	118		$	342		$	350
Net realized capital gains (losses)⁽¹⁾	(44		)	(76		)	(97		)	(262		)
Income (loss) from continuing operations before income taxes	$	78		$	42		$	245		$	88

⁽¹⁾Net realized capital gains (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, certain recharacterizations are recognized. The net coupon settlement on interest rate swaps hedging CMO-B securities that is included in Net realized capital gains (losses) is reflected as Adjusted operating earnings before income taxes in the table below. In addition, the premium amortization and change in fair value for securities designated under the FVO are included in Net realized capital 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 realized capital gains (losses) to Adjusted operating earnings before income taxes.

After adjusting for the two items referenced immediately above, the following table presents a reconciliation of Income (loss) from continuing 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:



	Three Months Ended September 30,						Nine Months Ended September 30,
($ in millions)	2019			2018			2019			2018
Income (loss) from continuing operations before income taxes	$	78		$	42		$	245		$	88
Realized gains/(losses) including OTTI	2			(1		)	1			(6		)
Fair value adjustments	(24		)	17			(85		)	93
Total adjustments to income (loss) from continuing operations	(22		)	16			(84		)	87
Adjusted operating earnings before income taxes	$	56		$	58		$	161		$	175



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See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7. of our 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 September 30, 2019 and December 31, 2018:



	September 30, 2019
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	3,142	$	203	$	6	$	18	$	3,357
Prime Non-Agency	2,238		73		15		4		2,300
Alt-A	158		20		1		11		188
Sub-Prime⁽¹⁾	125		25		1		—		149
Total RMBS	$	5,663	$	321	$	23	$	33	$	5,994
⁽¹⁾ Includes subprime other asset backed securities.

	December 31, 2018
($ in millions)	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives		Fair Value
Prime Agency	$	2,916	$	138	$	34	$	14	$	3,034
Prime Non-Agency	1,509		56		17		3		1,551
Alt-A	164		19		—		8		191
Sub-Prime⁽¹⁾	151		26		1		—		176
Total RMBS	$	4,740	$	239	$	52	$	25	$	4,952
⁽¹⁾ Includes subprime other asset backed securities.



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Commercial Mortgage-backed securities

The following tables present our commercial mortgage-backed securities as of September 30, 2019 and December 31, 2018:



	September 30, 2019
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
2013 and prior	$	350	$	396	$	32	$	33	$	88	$	91	$	127	$	135	$	4	$	5	$	601	$	660
2014	329		376		30		31		62		65		25		27		42		43		488		542
2015	318		350		152		158		122		128		138		146		38		39		768		821
2016	85		92		20		21		35		38		63		68		8		8		211		227
2017	247		273		72		72		154		163		70		74		40		42		583		624
2018	257		306		33		35		283		296		106		111		22		22		701		770
2019	257		294		24		24		197		203		153		155		—		—		631		676
Total CMBS	$	1,843	$	2,087	$	363	$	374	$	941	$	984	$	682	$	716	$	154	$	159	$	3,983	$	4,320

	December 31, 2018
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
2013 and prior	$	451	$	462	$	65	$	65	$	81	$	80	$	88	$	93	$	22	$	22	$	707	$	722
2014	368		373		40		39		43		42		29		29		37		37		517		520
2015	382		377		148		148		66		66		123		122		30		30		749		743
2016	119		114		18		18		38		37		53		52		8		7		236		228
2017	343		326		91		90		97		95		45		44		34		34		610		589
2018	171		170		30		30		278		276		109		107		31		31		619		614
2019	—		—		—		—		—		—		—		—		—		—		—		—
Total CMBS	$	1,834	$	1,822	$	392	$	390	$	603	$	596	$	447	$	447	$	162	$	161	$	3,438	$	3,416

As of September 30, 2019, 96.1% and 3.5% of CMBS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2018, 97.1% and 2.3% 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 September 30, 2019 and December 31, 2018:



	September 30, 2019
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	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	$	545	$	540	$	416	$	415	$	756	$	743	$	32	$	31	$	90	$	78	$	1,839	$	1,807
Auto-Loans	45		46		10		10		9		9		—		—		—		—		64		65
Student Loans	37		37		87		91		108		111		1		2		—		—		233		241
Credit Card loans	21		22		—		—		—		—		—		—		—		—		21		22
Other Loans	65		69		2		2		125		128		189		194		5		5		386		398
Total Other ABS⁽¹⁾	$	713	$	714	$	515	$	518	$	998	$	991	$	222	$	227	$	95	$	83	$	2,543	$	2,533
⁽¹⁾ Excludes subprime other asset backed securities.

	December 31, 2018
($ in millions)	AAA				AA				A				BBB				BB and Below				Total
	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	$	708	$	699	$	119	$	116	$	444	$	425	$	29	$	27	$	83	$	75	$	1,383	$	1,342
Auto-Loans	22		21		10		10		9		9		—		—		—		—		41		40
Student Loans	14		14		80		81		99		98		—		—		—		—		193		193
Credit Card loans	21		21		—		—		—		—		—		—		—		—		21		21
Other Loans	68		68		2		2		99		99		160		158		5		5		334		332
Total Other ABS⁽¹⁾	$	833	$	823	$	211	$	209	$	651	$	631	$	189	$	185	$	88	$	80	$	1,972	$	1,928
⁽¹⁾ Excludes subprime other asset backed securities.

As of September 30, 2019, 88.0% and 8.7% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively. As of December 31, 2018, 87.0% and 8.0% of Other ABS investments were designated as NAIC-1 and NAIC-2, respectively.

Mortgage Loans on Real Estate

We rate commercial mortgages to quantify the level of risk. We place those loans with higher risk on a watch list and closely monitor these loans for collateral deficiency or other credit events that may lead to a potential loss of principal and/or interest. If we determine the value of any mortgage loan to be OTTI (i.e., when it is probable that we will be unable to collect on amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to either the present value of expected cash flows from the loan, discounted at the loan's effective interest rate or fair value of the collateral. For those mortgages that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. The carrying value of the impaired loans is reduced by establishing an other-than-temporary write-down recorded in Net realized capital gains (losses) in the Condensed Consolidated Statements of Operations.

Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of commercial mortgage loans. The LTV ratio, calculated at time of origination, is expressed as a percentage of the amount of the loan relative to the value of the underlying property. An LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the value of the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property's Net income (loss) to its debt service payments. A DSC ratio of less than 1.0 indicates that property's operations do not generate sufficient income to cover debt payments. These ratios are utilized as part of the review process described above.



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As of September 30, 2019, our mortgage loans on real estate portfolio had a weighted average DSC of 2.2 times and a weighted average LTV ratio of 61.6%. As of December 31, 2018, our mortgage loans on real estate portfolio had a weighted average DSC of 2.2 times, and a weighted average LTV ratio of 61.4%. See the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information on mortgage loans on real estate.

Other-Than-Temporary 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 to our Consolidated Financial Statements in Part II, Item 8. in our Annual Report on Form 10-K for the policy used to evaluate whether the investments are other-than-temporarily impaired.

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 in our Consolidated Financial Statements in Part II, Item 8. of our 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 September 30, 2019, our total European exposure had an amortized cost and fair value of $4,988 million and $5,453 million, respectively. European exposure with a primary focus on Greece, Ireland, Italy, Portugal and Spain (which we refer to as "peripheral Europe") amounts to $609 million, which includes non-financial institutions exposure in Ireland of $197 million, in Italy of $201 million, in Portugal of $10 million and in Spain of $131 million. We also had financial institutions exposure in Ireland of $28 million, in Italy of $10 million and in Spain of $32 million. We did not have any exposure to Greece.

Among the remaining $4,844 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 September 30, 2019, our non-peripheral sovereign exposure was $190 million, which consisted of fixed maturities and derivative assets. We also had $785 million in net exposure to non-peripheral financial institutions, with a concentration in Switzerland of $161 million and the United Kingdom of $401 million. The balance of $3,869 million was invested across non-peripheral, non-financial institutions.

Some of the major country level exposures were in the United Kingdom of $2,368 million, in The Netherlands of $466 million, in Belgium of $300 million, in France of $408 million, in Germany of $296 million, in Switzerland of $373 million, and in Russia of $100 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.



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Consolidated Investment Entities

We provide investment management services to, and have transactions with, various collateralized loan obligations ("CLO entities"), private equity funds, hedge funds, registered investment companies, insurance entities, securitizations and other investment entities in the normal course of business. In certain instances, we serve as the investment manager, making day-to-day investment decisions concerning the assets of these entities. These entities are considered to be either variable interest entities ("VIEs") or voting interest entities ("VOEs"), and we evaluate our involvement with each entity to determine whether consolidation is required.

Certain investment entities are consolidated under consolidation guidance. We consolidate certain entities under the VIE guidance when it is determined that we are the primary beneficiary. We consolidate certain entities under the VOE guidance when we act as the controlling general partner and the limited partners have no substantive rights to impact ongoing governance and operating activities of the entity, or when we otherwise have control through voting rights. See Consolidation and Noncontrolling Interests in the Business, Basis of Presentation and Significant Accounting Policies Note to our Consolidated Financial Statements in Part II, Item 8. of our Annual Report on Form 10-K.

We have no right to the benefits from, nor do we bear the risks associated with these investments beyond our direct debt or equity investments in and management fees generated from these entities. Such direct investments amounted to approximately $317 million and $354 million as of September 30, 2019 and December 31, 2018, respectively. If we were to liquidate, the assets held by consolidated investment entities would not be available to our general creditors as a result of the liquidation.

Fair Value Measurement

Upon consolidation of CLO entities, we elected to apply the FVO for financial assets and financial liabilities held by these entities and have continued to measure these assets (primarily corporate loans) and liabilities (debt obligations issued by CLO entities) at fair value in subsequent periods. We have elected the FVO to more closely align the accounting with the economics of the transactions and allow us to more effectively reflect changes in the fair value of CLO assets with a commensurate change in the fair value of CLO liabilities.

Investments held by consolidated private equity funds and hedge funds are reported in our Condensed Consolidated Financial Statements. Changes in the fair value of consolidated investment entities are recorded as a separate line item within Income (loss) related to consolidated investment entities in our Condensed Consolidated Financial Statements.

The methodology for measuring the fair value and fair value hierarchy classification of financial assets and liabilities of consolidated investment entities is consistent with the methodology and fair value hierarchy rules that we apply to our investment portfolio. See 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 our Annual Report on Form 10-K.

Nonconsolidated VIEs

We also hold variable interest in certain CLO entities that we do not consolidate because we have determined that we are not the primary beneficiary. With these CLO entities, we serve as the investment manager and receive investment management fees and contingent performance fees. Generally, we do not hold any interest in the nonconsolidated CLO entities, but if we do, such ownership has been deemed to be insignificant. We have not provided and are not obligated to provide any financial or other support to these entities.

We manage or hold investments in certain private equity funds and hedge funds. With these entities, we serve as the investment manager and are entitled to receive investment management fees and contingent performance fees that are generally expected to be insignificant. Although we have the power to direct the activities that significantly impact the economic performance of the funds, we do not hold a significant variable interest in any of these funds and, as such, do not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Accordingly, we are not considered the primary beneficiary and did not consolidate any of these investment funds.

In addition, we do not consolidate funds in which our involvement takes the form of a limited partner interest and is restricted to a role of a passive investor, as a limited partner's interest does not provide us with any substantive kick-out or participating rights, which would overcome the presumption of control by the general partner. See the Consolidated Investment Entities Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for more information.



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Securitizations

We invest in various tranches of securitization entities, including RMBS, CMBS and ABS. Through our investments, we are not obligated to provide any financial or other support to these entities. Each of the RMBS, CMBS and ABS entities are thinly capitalized by design and considered VIEs. Our involvement with these entities is limited to that of a passive investor. We have no unilateral right to appoint or remove the servicer, special servicer or investment manager, which are generally viewed to have the power to direct the activities that most significantly impact the securitization entities' economic performance, in any of these entities, nor do we function in any of these roles. We, through our investments or other arrangements, do not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Therefore, we are not the primary beneficiary and do not consolidate any of the RMBS, CMBS and ABS entities in which we hold investments. These investments are accounted for as investments available-for-sale as described in the Fair Value Measurements (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q and unrealized capital gains (losses) on these securities are recorded directly in AOCI, except for certain RMBS which are accounted for under the FVO whose change in fair value is reflected in Other net realized gains (losses) in the Condensed Consolidated Statements of Operations. Our maximum exposure to loss on these structured investments is limited to the amount of our investment. Refer to the Investments (excluding Consolidated Investment Entities) Note to our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for details regarding the carrying amounts and classifications of these assets.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk that our consolidated financial position and results of operations will be affected by fluctuations in the value of financial instruments. We have significant holdings in financial instruments and are naturally exposed to a variety of market risks. The main market risks we are exposed to include interest rate risk, equity market price risk and credit risk. There have been no material changes in our exposure to these market risks since December 31, 2018. For further details on these market risks, see Quantitative and Qualitative Disclosures About Market Risk in Part II, Item 7A. in our Annual Report on Form 10-K.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act")) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company's current disclosure controls and procedures are effective in ensuring that material information relating to the Company required to be disclosed in the Company's periodic SEC filings is made known to them in a timely manner.

Changes in Internal Control Over Financial Reporting

There were no changes to the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.



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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See the Commitments and Contingencies Note in our Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

For a discussion of the Company’s potential risks and uncertainties, see Risk Factors in Part I, Item IA. of our Annual Report on Form 10-K for the year ended December 31, 2018 (the "Annual Report on Form 10-K") filed with the SEC and Management’s Discussion and Analysis of Financial Condition and Results of Operations-Trends and Uncertainties in Part I, Item 2. of this Quarterly Report on Form 10-Q.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer

The following table summarizes Voya Financial, Inc.’s repurchases of its common stock for the three months ended September 30, 2019:



Period	Total Number of Shares Purchased⁽¹⁾	Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs⁽³⁾
						_{(in millions)}
July 1, 2019 - July 31, 2019	28,450	$	54.23		—	$	340
August 1, 2019 - August 31, 2019	3,715,172	50.97		⁽²⁾	3,709,241	151
September 1, 2019 - September 30, 2019	1,919,209	52.75			1,913,100	50
Total	5,662,831	$	51.59		5,622,341	N/A

⁽¹⁾ In connection with the exercise or vesting of equity-based compensation awards, employees may remit to Voya Financial, Inc., or Voya Financial, Inc. may withhold into treasury stock, shares of common stock in respect to tax withholding obligations and option exercise cost associated with such exercise or vesting. For the three months ended September 30, 2019, there was an increase of 40,490 Treasury shares in connection with such withholding activities.

⁽²⁾ On June 19, 2019, the Company entered into a share repurchase agreement with a third-party financial institution to repurchase $200 million of the Company's common stock. Pursuant to the agreement, the Company received initial delivery of 2,963,512 shares. This arrangement closed on August 6, 2019 and an additional 695,566 shares were delivered. The total number of shares repurchased under this share repurchase agreement was 3,659,078 at an average price per share upon settlement of $54.66.

⁽³⁾On October 31, 2019, the Board of Directors provided share repurchase authorization, increasing the aggregate of the Company's common stock authorized for repurchase by $800. The additional share repurchase authorization expires on December 31, 2020 (unless extended) and does not obligate the Company to purchase any shares. The authorization for the share repurchase program may be terminated, increased or decreased by the Board of Directors at any time.

Item 5. Other Information

On November 1, 2019, we amended and restated the terms of our Second Amended and Restated Revolving Credit Agreement (the "Second Amended and Restated Credit Agreement"), dated as of May 6, 2016 (and filed as Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-35897) filed on May 6, 2016), by entering into a Third Amended and Restated Revolving Credit Agreement (the "Third Amended and Restated Credit Agreement") with a syndicate of banks. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Third Amended and Restated Credit Agreement.

The Third Amended and Restated Credit Agreement modifies several of the terms of the Second Amended and Restated Credit Agreement including extending the term of the agreement to November 1, 2024, and reducing the total borrowing capacity to $500 million.

Availability

Under the terms of the Third Amended and Restated Credit Agreement, an aggregate amount of up to $500 million is available for revolving loan borrowings and issuances of letters of credit ("LOCs").



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Repayment

The Third Amended and Restated Credit Agreement matures on November 1, 2024, and any direct borrowing amount still outstanding will be due in full immediately on that date and any letter of credit obligation still outstanding as of that date must be cash collateralized until no such obligations are outstanding. The Third Amended and Restated Credit Agreement may be pre-paid at any time in whole or in part without premium or penalty, subject to breakage fees in the event of a prepayment of a Eurodollar Rate Loan other than at the end of the applicable interest period. In most circumstances, amounts repaid or prepaid (whether voluntary or otherwise) may be re-borrowed, subject to certain conditions precedent to borrowing. The unutilized portion of any commitment under the Third Amended and Restated Credit Agreement may be reduced or terminated by us at any time without penalty. As of November 6, 2019, there were no amounts outstanding as revolving credit borrowings or for LOCs outstanding under the Third Amended and Restated Credit Agreement.

Interest Rates and Fees

Each Eurodollar Rate Loan under the Third Amended and Restated Credit Agreement bears interest on the outstanding principal amount owing at a rate equal to LIBOR (which cannot be less than zero) plus the applicable rate described below. A Base Rate Loan under the Third Amended and Restated Credit Agreement bears interest at a rate per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America, N.A. as its "prime rate" and (c) the Eurodollar Rate plus 1.00% plus, in each case, the applicable rate described below. The Company pays a fee based on the face value of letters of credit using the applicable rates below.

In addition, the Company pays a commitment fee calculated by multiplying the applicable rate listed in the table below by the unused capacity available under the Third Amended and Restated Credit Agreement.

The applicable rate means a percentage per annum to be determined in accordance with the following Debt Rating based pricing grid.



Debt Ratings S&P/Moody's	Commitment Fee		Letters of Credit		Eurodollar Rate +		Base Rate +
≥ A / A2	0.090	%	0.750	%	0.875	%	—	%
A- / A3	0.110	%	0.875	%	1.000	%	—	%
BBB+ / Baa1	0.125	%	1.000	%	1.125	%	0.125	%
BBB / Baa2	0.175	%	1.250	%	1.375	%	0.375	%
≤ BBB- / Baa3	0.225	%	1.500	%	1.625	%	0.625	%

Guarantee

Voya Holdings Inc., the Company's wholly-owned subsidiary, has provided a guarantee to the lenders in connection with the obligations owed under the Third Amended and Restated Credit Agreement.

Covenants

The Third Amended and Restated Credit Agreement contains negative covenants customarily included in a loan agreement of this type, including restrictions on (i) the granting of liens, (ii) the incurrence of indebtedness and (iii) the sale of assets. In addition, the Third Amended and Restated Credit Agreement also contains certain financial covenants, including a requirement to maintain a minimum "net worth" (as defined the Third Amended and Restated Credit Agreement) of $6.15 billion, with adjustments for equity issuances after June 30, 2019.

The Third Amended and Restated Credit Agreement requires us to deliver our financial statements to the Administrative Agent for distribution to each lender (if they are not posted on EDGAR), and to observe (and cause certain of our subsidiaries to observe) certain affirmative covenants subject to materiality and other customary and agreed exceptions. These affirmative covenants include (i) payment of obligations, (ii) preservation of corporate existence and maintenance of assets (including intellectual property rights and relevant licenses), (iii) maintenance of properties, (iv) maintenance of insurance, (v) maintenance of books and records, (vi) inspection rights and (vii) use of proceeds.



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Events of Default

The Third Amended and Restated Credit Agreement sets out certain customary events of default (subject to applicable grace periods) including for, but not limited to, non-payment, breach of certain covenants, breach of representations or warranties, cross default of certain other Indebtedness and the occurrence of an ERISA Event. A Change of Control (as defined in the Third Amended and Restated Credit Agreement) will constitute an event of default.

Item 6. Exhibits

See Exhibit Index on page 151 hereof.



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Voya Financial, Inc.



Exhibit Index
Exhibit No.		Description of Exhibit
10.1+		Third Amended and Restated Revolving Credit Agreement dated as of November 1, 2019 (included as Exhibit 10.1 to Form 10-Q)
31.1+		Rule 13a-14(a)/15d-14(a) Certification of Rodney O. Martin, Jr. Chief Executive Officer (included as Exhibit 31.1 to Form 10-Q)
31.2+		Rule 13a-14(a)/15d-14(a) Certification of Michael S. Smith, Chief Financial Officer (included as Exhibit 31.2 to Form 10-Q)
32.1+		Section 1350 Certification of Rodney O. Martin, Jr. Chief Executive Officer (included as Exhibit 32.1 to Form 10-Q)
32.2+		Section 1350 Certification of Michael S. Smith, Chief Financial Officer (included as Exhibit 32.2 to Form 10-Q)
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH+		Inline XBRL Taxonomy Extension Schema
101.CAL+		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF+		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB+		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE+		Inline XBRL Taxonomy Extension Presentation Linkbase
104+		Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101).

+ Filed herewith.



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



November 6, 2019	Voya Financial, Inc.
(Date)	(Registrant)


	By: /s/	Michael S. Smith
		Michael S. Smith
		Executive Vice President and
		Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)



	152

Exhibit 10.1

Deal CUSIP Number 92915NAC4

Revolver CUSIP Number 92915NAD2

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Dated as of November 1, 2019

among

VOYA FINANCIAL, INC.
as the Borrower,

BANK OF AMERICA, N.A.,
as Administrative Agent, Swing Line Lender,
a Fronting L/C Issuer
and
Several L/C Agent,

and

The Other Lenders Party Hereto

BANK OF AMERICA, N.A.,

CITIBANK, N.A.,

JPMORGAN CHASE BANK, N.A.,

MIZUHO BANK, LTD.,

MUFG BANK, LTD.,

and

U.S. BANK NATIONAL ASSOCIATION
as Syndication Agents

BOFA SECURITIES, INC., CITIBANK, N.A.,
JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD.,

and

U.S. BANK NATIONAL ASSOCIATION

as
Joint Lead Arrangers and Joint Book Managers

TABLE OF CONTENTS

Page


Article I.	Definitions and Accounting Terms 1


1.01	Defined Terms 1


1.02	Other Interpretive Provisions 27


1.03	Accounting Terms 28


1.04	Rounding 28


1.05	Times of Day; Rates 28


1.06	Letter of Credit Amounts 29


Article II.	The Commitments and Credit Extensions 29


2.01	Letters of Credit. 29


2.02	Committed Loans 44


2.03	Borrowings, Conversions and Continuations of Committed Loans 44


2.04	Swing Line Loans 46


2.05	Prepayments 49


2.06	Termination or Reduction of Commitments 50


2.07	Repayment of Loans 50


2.08	Interest 51


2.09	Fees 52


2.10	Computation of Interest and Fees 52


2.11	Evidence of Debt 53


2.12	Payments Generally; Administrative Agent’s Clawback 53


2.13	Sharing of Payments by Lenders 55


2.14	Increase in Commitments 56


2.15	Cash Collateral 57


2.16	Defaulting Lenders 59


2.17	Non-NAIC Approved Banks 61


Article III.	Taxes, Yield Protection and Illegality 62


3.01	Taxes. 62


3.02	Illegality 68


3.03	Inability to Determine Rates 69


3.04	Increased Costs; Reserves on Eurodollar Rate or LIBOR Daily Floating Rate

Loans 71


3.05	Compensation for Losses 74


3.06	Mitigation Obligations; Replacement of Lenders 74

TABLE OF CONTENTS

(continued)

Page


3.07	Survival 75


Article IV.	Conditions Precedent to Credit Extensions 75


4.01	Conditions of Closing Date 75


4.02	Conditions to all Credit Extensions 77


Article V.	Representations and Warranties 78


5.01	Existence, Qualification and Power 78


5.02	Authorization; No Contravention 78


5.03	Governmental Authorization; Other Consents 78


5.04	Binding Effect 79


5.05	Financial Statements; No Material Adverse Effect 79


5.06	Litigation 79


5.07	No Default 80


5.08	Environmental Compliance 80


5.09	Taxes 80


5.10	ERISA Compliance 80


5.11	Margin Regulations; Investment Company Act 80


5.12	Disclosure 80


5.13	Compliance with Laws 81


5.14	Anti-Corruption Laws and Sanctions 81


5.15	EEA Financial Institution 81


Article VI.	Affirmative Covenants 81


6.01	Financial Statements 82


6.02	Certificates; Other Information 83


6.03	Notices 84


6.04	Payment of Obligations 85


6.05	Preservation of Existence, Etc 85


6.06	Maintenance of Properties 86


6.07	Maintenance of Insurance 86


6.08	Compliance with Laws 86


6.09	Books and Records 86


6.10	Inspection Rights 86


6.11	Use of Proceeds 87

TABLE OF CONTENTS

(continued)

Page


Article VII.	Negative Covenants 87


7.01	Liens 87


7.02	Indebtedness 89


7.03	Fundamental Changes 89


7.04	Asset Sales 89


7.05	Use of Proceeds 90


7.06	Financial Covenants 90


Article VIII.	Events of Default and Remedies 90


8.01	Events of Default 90


8.02	Remedies Upon Event of Default 92


8.03	Application of Funds 93


Article IX.	Administrative Agent 94


9.01	Appointment and Authority 94


9.02	Rights as a Lender 95


9.03	Exculpatory Provisions 95


9.04	Reliance by Administrative Agent 96


9.05	Delegation of Duties 96


9.06	Resignation of Administrative Agent 96


9.07	Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders 99


9.08	No Other Duties, Etc 99


9.09	Administrative Agent May File Proofs of Claim 100


9.10	Release of Guaranty 100


Article X.	Miscellaneous 101


10.01	Amendments, Etc 101


10.02	Notices; Effectiveness; Electronic Communication 102


10.03	No Waiver; Cumulative Remedies; Enforcement 104


10.04	Expenses; Indemnity; Damage Waiver 105


10.05	Payments Set Aside 107


10.06	Successors and Assigns 108


10.07	Treatment of Certain Information; Confidentiality 113


10.08	Right of Setoff 115


10.09	Interest Rate Limitation 115


10.10	Counterparts; Integration; Effectiveness 115

TABLE OF CONTENTS

(continued)

Page


10.11	Survival of Representations and Warranties 116


10.12	Severability 116


10.13	Replacement of Lenders 116


10.14	Governing Law; Jurisdiction; Etc 117


10.15	Waiver of Jury Trial 119


10.16	No Advisory or Fiduciary Responsibility 119


10.17	Electronic Execution of Assignments and Certain Other Documents 119


10.18	General Guarantee Agreement 120


10.19	USA PATRIOT Act 120


10.20	[Reserved] 120


10.21	ENTIRE AGREEMENT 121


10.22	Acknowledgement and Consent to Bail-In of EEA Financial Institutions 121


10.23	Lender ERISA Representations 122


10.24	Acknowledgment Regarding Any Supported QFCs 124

SCHEDULES

1.01 Existing Letters of Credit

2.01 Commitments and Applicable Percentages

5.06 Litigation

5.08 Environmental Claims

7.01 Existing Liens

10.02 Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

Form of

A Committed Loan Notice

B Swing Line Loan Notice

C Note

D Compliance Certificate

E Assignment and Assumption

F-1 U.S. Tax Compliance Certificate

F-2 U.S. Tax Compliance Certificate

F-3 U.S. Tax Compliance Certificate

F-4 U.S. Tax Compliance Certificate

G [Reserved]

H-1 Fronted Letter of Credit

H-2 Several Letter of Credit

I Letter of Credit Application

J Letter of Credit Amendment Application

K Confirmation

THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

This THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of November 1, 2019, among VOYA FINANCIAL, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, a Fronting L/C Issuer and Several L/C Agent.

The Borrower, certain of the Lenders, the Administrative Agent, the Swing Line Lender, the Fronting L/C Issuer, and the Several L/C Agent have heretofore entered into that certain Second Amended and Restated Revolving Credit Agreement, dated May 6, 2016 (as amended and in effect immediately prior to the effectiveness of this Agreement, the “Existing Agreement”) among the Borrower, certain of the Lenders and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, Fronting L/C Issuer and Several L/C Agent pursuant to which certain of the Lenders provide revolving credit loans, the Swing Line Lender provides swing line loans, the Fronting L/C Issuer issues (and the Lenders purchase participations in) letters of credit, and certain of the Lenders, through the Several L/C Agent, issue severally letters of credit from time to time.

The Borrower has requested that the Existing Agreement be amended in certain respects and, in order to do so, that the Existing Agreement be amended and restated in its entirety, and the Lenders, the Administrative Agent, the Swing Line Lender, the Fronting L/C Issuer, and the Several L/C Agent are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:

Article I.

Definitions and Accounting Terms

1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

“Accounting Change” has the meaning specified in Section 1.03(b).

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form acceptable to the Administrative Agent.

“Affected Lender” means a Lender that is not obligated to issue a particular Several Letter of Credit because of one or more of the events or circumstances described in Sections 2.01(a)(iii)(A) or 2.01(a)(iii)(B) and that has elected not to issue such Several Letter of Credit as a result of one or more of such events or circumstances.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning specified in Section 10.02(c).

“Agent-Related Persons” means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, BofA Securities), and the partners, officers, directors, employees, agents and advisors of such Persons and Affiliates.

“Aggregate Commitments” means, as of the date of any determination, the Commitments of all of the Lenders then in effect. As of the date hereof, the Aggregate Commitments shall equal $500,000,000.

“Agreement” means this Third Amended and Restated Revolving Credit Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to bribery or corruption (including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010), prohibiting any material payment of anything of value to a Government Official while knowing or having a reasonable belief that all or some portion will be used for the purpose of corruptly: (a) influencing any act, decision or failure to act by a Government Official in his or her official capacity; (b) inducing a Government Official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity; or (c) securing an improper advantage, in each case in order to obtain, retain or direct business.

“Applicable Insurance Regulatory Authority” means, with respect to a Person, (a) the insurance department or similar insurance regulatory or administrative authority or agency of the jurisdiction in which such Person is domiciled or (b) to the extent asserting regulatory jurisdiction over such Person, the insurance department, authority or agency in each state or jurisdiction in which such Person is licensed, and shall include any Federal or national insurance regulatory department, authority or agency that may be created and that asserts insurance regulatory jurisdiction over such Person.

“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Lender to make Loans and the obligation of the Lenders to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage

of such Lender most recently in effect, giving effect to any subsequent assignments. The Applicable Percentage of each Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Debt Ratings as set forth below:



Applicable Rate
Pricing Level	Debt Ratings S&P/Moody’s	Commitment Fee	Letters of Credit	Eurodollar Rate +	Base Rate +
1	≥A / A2	0.090%	0.750%	0.875%	0.00%
2	A- / A3	0.110%	0.875%	1.000%	0.00%
3	+	0.125%	1.000%	1.125%	0.125%
4	BBB / Baa2	0.175%	1.250%	1.375%	0.375%
5	≤ BBB- / Baa3	0.225%	1.500%	1.625%	0.625%

“Debt Ratings” means, as of any date of determination, the ratings as determined by S&P and Moody’s (collectively, the “Debt Ratings”) of the Borrower’s non-credit-enhanced (except with respect to any Guarantee by the Guarantor), senior unsecured long-term debt or, if such ratings are not available, the counterparty credit rating or issuer rating, as applicable, of the Borrower by S&P and Moody’s; provided that (a) if the respective Debt Ratings issued by the foregoing rating agencies differ by one level, then the Pricing Level for the higher of such Debt Ratings shall apply (with the Debt Ratings for Pricing Level 1 being the highest and the Debt Ratings for Pricing Level 5 being the lowest); (b) if there is a split in Debt Ratings of more than one level, then the Pricing Level that is one level lower than the Pricing Level of the higher Debt Rating shall apply; (c) if the Borrower has only one Debt Rating, the Pricing Level that is one level lower than that of such Debt Rating shall apply; and (d) if the Borrower does not have any Debt Rating, Pricing Level 5 shall apply.

On the Closing Date, the Applicable Rate shall be determined based upon the Debt Ratings specified in the certificate delivered pursuant to Section 4.01(a)(vi). Thereafter, each change in the Applicable Rate resulting from a publicly announced change in either of the Debt Ratings shall be effective, during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. Notwithstanding anything else contained herein, the Applicable Rate for each LIBOR Daily Floating Rate Loan shall be as set forth under the heading of “Eurodollar Rate +” in the foregoing table.

“Applicant” means with respect to a particular Letter of Credit, the Borrower or, if such Letter of Credit is requested to be issued for the account of any Subsidiary of Borrower, such Subsidiary.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arrangers” means BofA Securities, Citibank, N.A. JPMorgan Chase Bank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., and U.S. Bank National Association, in their capacities as joint lead arrangers and joint book managers.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by MarkitClear or other electronic platform) approved by the Administrative Agent and (if applicable) the Borrower.

“ASU” has the meaning specified in Section 1.03(b).

“Attributable Debt” means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2018, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, prepared in accordance with GAAP, including the notes thereto, and a comparison against the prior year’s financial condition and results.

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.01(b)(v).

“Availability Period” means the period from and including the Closing Date to the earliest of (a) the Commitment Termination Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of the Lenders to make or participate in L/C Credit Extensions and of the commitment of each Lender to make or participate in Loans pursuant to Section 8.02.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced

rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“BofA Securities” means BofA Securities, Inc.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the State of New York or the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan or LIBOR Daily Floating Rate, means any such day that is also a London Banking Day.

“Capital Lease” of any Person means any lease of (or other arrangement conveying the right to use) property (whether real, personal or mixed) by such Person as lessee which would, in accordance with GAAP as in effect as of the date hereof, be required to be accounted for as a capital lease on the balance sheet of such person.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of any Fronting L/C Issuer, any Limited Fronting Lender or the Lenders, as applicable, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent and the applicable

Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means any event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of shares of the capital stock of the Borrower representing 35% or more of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Borrower; or

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant to Section 2.02, (b) issue Several Letters of Credit (or to purchase participations therein if it becomes a Non-NAIC Approved Bank or Affected Lender), (c) purchase participations in L/C Obligations, and (d) purchase participations in Swing Line Loans, in an

aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Commitment Termination Date” means November 1, 2024; provided, however, that if such date is not a Business Day, the Commitment Termination Date shall be the next preceding Business Day.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.02.

“Committed Loan” has the meaning specified in Section 2.02.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.03(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Confirming Bank” means, as provided in Section 2.17 with respect to any Non-NAIC Approved Bank, any Lender or other financial institution acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld or delayed) and the Borrower that is an NAIC Approved Bank and that has agreed to confirm the obligations of such Non-NAIC Approved Bank under Several Letters of Credit with respect to which such Non-NAIC Approved Bank is an issuer and which are outstanding during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank, in each case pursuant to a confirmation substantially in the form of Exhibit K, or another form reasonably acceptable to the Borrower, the Confirming Bank and the Several L/C Agent. For the avoidance of doubt, no Lender shall be required to be a Confirming Bank.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Continuing Lenders” has the meaning specified in Section 10.20.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Extension” means each of the following: (a) an L/C Credit Extension and (b) a Borrowing.

“Debt” means, at any time for the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP (except as provided below in this definition), without duplication, all of the following:


(a)	all obligations for borrowed money and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments;


(b)	all fixed or contingent obligations arising under or in respect of letters of credit, bankers’ acceptances, bank guaranties, surety bonds and similar instruments;


(c)	net obligations under any Swap Contract (excluding net obligations under Swap Contracts entered into in the ordinary course of business and not for speculative purposes, so long as such net obligations are not due and owing at the time in question);


(d)	all obligations to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);


(e)	all obligations (excluding (i) prepaid interest thereon and (ii) net obligations under Swap Contracts, to the extent excluded under clause (c) of this definition) secured by a Lien on property owned or being purchased, whether or not such indebtedness shall have been assumed or is limited in recourse;


(f)	all Attributable Debt in respect of Capital Leases;


(g)	all obligations in respect of capital stock that is mandatorily redeemable at the option of the holder thereof prior to the fifth anniversary of the Closing Date; and


(h)	all Guarantees in respect of any of the foregoing;

provided that Debt shall not include (i) Operating Debt (other than (x) as set forth in clauses (I) and (II) of the following proviso and (y) for purposes of Section 8.01(e) and Section 9.10), (ii) obligations under or in respect of insurance, reinsurance or annuity contracts and (iii) obligations in respect of Hybrid Securities (other than for purposes of Section 7.02, Section 8.01(e), and Section 9.10) but only to the extent that the Hybrid Securities Amount that is not included as Debt does not exceed 15% of Total Capitalization; provided further, that (I) all obligations of the Borrower under this Agreement (other than obligations in respect of undrawn Letters of Credit) shall be included in determining Debt and (II) any Debt of the Borrower owing to any Subsidiary in an amount, in the aggregate, up to $500,000,000 shall be included in determining Debt even if such Debt would otherwise be eliminated in consolidation. For all purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease as of any date shall be deemed to be the amount of Attributable Debt in respect thereof as of such date.

“Debt Ratings” has the meaning specified in the definition of “Applicable Rate.”

“Debt Securities” means any notes, bonds, debentures, or other similar evidence of Debt for borrowed money or any other term loan Debt, including Debt to Affiliates that are not Subsidiaries of the Borrower, but excluding (a) the Obligations, (b) Debt that is subordinated in right of payment to the Obligations, (c) other Debt by and among the Borrower and any of its Subsidiaries and (d) borrowings by registered mutual funds and alternative investment vehicles that are recourse only to such fund or vehicle or pursuant to a capital call line of credit facility that provides recourse to undrawn capital commitments of investors in such fund or vehicle.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to any of the Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan or LIBOR Daily Floating Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.16(b), any Lender that, (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, a Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, a Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or

indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender and each other Lender promptly following such determination.

“Dollar” and “$” mean lawful money of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii), and 10.06(b)(v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ERISA” means the Employee Retirement Income Security Act of 1974 as amended.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate; or (i) a failure by the Borrower or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by the Borrower or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Eurodollar Rate” means:

(a) for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Interest Period (“LIBOR”) as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and

“Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar Rate.”

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii) or Section 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Agreement” has the meaning specified in the preamble hereto.

“Existing Letters of Credit” means the letters of credit heretofore issued by Bank of America on a fronted basis or by the Lenders on a several basis pursuant to the Existing Agreement that are described on Schedule 1.01.

“Exiting Lenders” has the meaning specified in Section 10.20.

“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing.

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fee Letters” has the meaning specified in Section 2.09(b).

“Foreign Lender” means a Lender that is not a U.S. Person.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronted Letter of Credit” means any Letter of Credit which is issued by the applicable Fronting L/C Issuer pursuant to Section 2.01(a), substantially in the form of Exhibit H-1 (with such changes thereto as are acceptable to the Borrower), or if the Borrower and the applicable Fronting L/C Issuer agree, another form reasonably acceptable to the Borrower and the applicable Fronting L/C Issuer.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to each Fronting L/C Issuer or any Limited Fronting Lender, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations with respect to Fronted Letters of Credit or Several Letters of Credit, as applicable, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fronting L/C Issuer” means each Lender that has elected, pursuant to Section 2.01(a), to issue Fronted Letters of Credit, in its capacity as an issuer of such Fronted Letters of Credit, or any successor in such capacity. For the avoidance of doubt, no Lender shall be required to be a Fronting L/C Issuer.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“General Guarantee Agreement” shall mean the General Guarantee Agreement, dated April 17, 2012, and made by the Guarantor in favor of the Holders (as defined therein) with respect to the Obligations (as defined therein).

“Government Entity” means any local, municipal, provincial, state or federal government; any public international organization (such as the World Bank or the International Finance Corporation); and any department, agency or instrumentality of any of the foregoing (including government-owned or government-controlled commercial enterprises).

“Government Official” means (i) any officer, director, employee, or official advisor of a Government Entity, (ii) any political party or party official and (iii) any candidate for political office.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (b) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (d) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor” means Voya Holdings Inc., a Connecticut corporation.

“Guaranty” means that certain Second Amended and Restated Guaranty Agreement dated as of the Closing Date, made by the Guarantor for the benefit of the Credit Parties (as defined therein).

“Hybrid Securities” means, at any time, trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities issued by the Borrower or any Subsidiary that is accorded at least some equity treatment by S&P at the time of issuance thereof.

“Hybrid Securities Amount” means, with respect to any Hybrid Securities, the principal amount (which principal amount may be a portion of the aggregate principal amount) of such Hybrid Securities that is accorded equity treatment by S&P at the time of issuance thereof.

“Impacted Loans” has the meaning specified in Section 3.03.

“Increase Effective Date” has the meaning specified in Section 2.14(e).

“Increasing Party” has the meaning specified in Section 10.20.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or the Guarantor under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Insurance Subsidiary” means any (a) Subsidiary that is licensed to engage in the business of insurance or reinsurance by any Governmental Authority; and (b) any direct or indirect Subsidiary of such a Subsidiary.

“Interest Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of each Interest Period applicable to such Loan and the Commitment Termination Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan) or LIBOR Daily Floating Rate Loan, the last Business Day of each March, June, September and December and the Commitment Termination Date.

“Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter (or such other period that is twelve months or less if consented to by all of the Lenders, in each case, subject to availability), as selected by the Borrower in its Committed Loan Notice; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Commitment Termination Date.

“Internal Revenue Service” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, and the Applicant or in favor of the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, and relating to any such Letter of Credit.

“Joining Lenders” has the meaning specified in Section 10.20.

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lender” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes each Fronting L/C Issuer, the Several L/C Agent, each Limited Fronting Lender, and the Swing Line Lender.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.

“Letter of Credit” means any standby letter of credit issued hereunder, substantially in the form of Exhibit H-1 or Exhibit H-2, or if the Borrower, the applicable Fronting L/C Issuer or the Several L/C Agent (as applicable) otherwise agree, another form reasonably acceptable to the Borrower, the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, or any standby letter of credit deemed issued hereunder and shall include the Existing Letters of Credit (which for the avoidance of doubt, will be deemed issued hereunder from and after the Closing Date). “Letter of Credit Application” means an application and agreement for the issuance of a Letter of Credit, substantially in the form of Exhibit I. If requested by the Borrower, and if the Borrower advises

the Several L/C Agent or the applicable Fronting L/C Issuer, as applicable, of such requirements prior to the issuance of such Letter of Credit, a Letter of Credit will have provisions that satisfy the requirements for reserve credit in the jurisdiction of organization of the beneficiary of such Letter of Credit (except to the extent that issuance of a Letter of Credit with such provisions would, in the reasonable judgment of the Several L/C Agent or the applicable Fronting L/C Issuer, materially change the potential liability of such Several L/C Agent or such Fronting L/C Issuer, as applicable), in each case, subject to the terms and conditions of this Agreement; provided, that none of the Several L/C Agent, the Administrative Agent, any Fronting L/C Issuer, or any Lenders shall be obligated to verify that any such provisions satisfy such requirement for reserve credit.

“Letter of Credit Amendment Application” means an application and agreement for the amendment of a Letter of Credit, substantially in the form of Exhibit J.

“Letter of Credit Fee” has the meaning specified in Section 2.01(h).

“LIBOR” has the meaning specified in the definition of Eurodollar Rate.

“LIBOR Daily Floating Rate” means (a) the fluctuating rate of interest, which can change on each Business Day, equal to LIBOR or a comparable or successor rate which rate is adopted pursuant to Section 3.03(c) and approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at or about 11:00 a.m., London time, two (2) Business Days prior to the date in question, for Dollar deposits with a term equivalent to a one (1) month term beginning on that date (in such case, the “LIBOR Rate”); and (b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the LIBOR Rate; provided that: (i) to the extent a comparable or successor rate is adopted pursuant to Section 3.03(c) and approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower and (ii) if the LIBOR Daily Floating Rate shall be less than zero, such rate shall be deemed zero.

“LIBOR Daily Floating Rate Loan” means a Committed Loan that bears interest at a rate based on the LIBOR Daily Floating Rate.

“LIBOR Rate” has the meaning specified in the definition of LIBOR Daily Floating Rate.

“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).

“LIBOR Successor Rate” has the meaning specified in Section 3.03(c).

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period,

timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower is reasonably necessary in connection with the administration of this Agreement).

“Lien” means, with respect to any asset, any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). Solely for the avoidance of doubt, the filing of a Uniform Commercial Code financing statement that is a protective lease filing in respect of an Operating Lease that does not constitute a security interest in leased property or otherwise give rise to a Lien does not constitute a Lien solely on account of being filed in a public office.

“Limited Fronting Lender” means, (a) as provided in Section 2.01(a)(vi), any Lender (so long as it is not an Affected Lender with respect to a particular Several Letter of Credit) that agrees that it shall be an issuer with respect to any Affected Lender’s Applicable Percentage of a particular Several Letter of Credit, or (b) as provided in Section 2.17, any Lender that is a NAIC Approved Bank and that agrees that it shall be an issuer with respect to any Non-NAIC Approved Bank’s Applicable Percentage of Several Letters of Credit issued during the period that such Non-NAIC Approved Bank is a Non-NAIC Approved Bank. For the avoidance of doubt, no Lender shall be required to be a Limited Fronting Lender.

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Documents” means this Agreement, each Note, the Guaranty, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement, and the Fee Letters.

“London Banking Day” means any day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market.

“Master Agreement” means any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement.

“Material Adverse Effect” means (a) a material adverse effect upon the operations, business, assets or financial condition of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to

which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Maximum Rate” has the meaning specified in Section 10.09.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.

“NAIC” means the National Association of Insurance Commissioners and any successor thereto.

“NAIC Approved Bank” means, as of any date of determination, (x) any Lender that is listed on the most current “List of Qualified U.S. Financial Institutions” of financial institutions approved by the NAIC and (y) in the case of any Foreign Lender, the United States branch of such Lender listed on such “List of Qualified U.S. Financial Institutions” through which such Foreign Lender is acting.

“Net Cash Proceeds” means, with respect to the issuance or incurrence of any Debt Securities by the Borrower or any of its Subsidiaries or with respect to any sale, transfer, lease or other disposition described in Section 7.04, the excess of (a) the sum of the cash received in connection with such transaction over (b) the underwriting or placement discounts and commissions or financial advisory fees, if any, and other reasonable and customary out-of-pocket fees, costs, expenses and taxes, incurred by the Borrower or such Subsidiary in connection therewith.

“Net Income” means, for any period, for the Borrower and its Subsidiaries, the consolidated net income of the Borrower and its Subsidiaries (excluding extraordinary gains and extraordinary losses) for that period; provided, however, that there shall be excluded from the calculation of “Net Income” any effects resulting from (a) accumulated other comprehensive income, (b) all noncontrolling interests (as determined in accordance with the Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”), (c) the application of FASB ASC 815 to derivative or hedge transactions entered into with respect to statutory reserves relating to closed block variable annuity contracts, and the related tax impact and (d) the change in fair value of any liability due to non-performance risk in accordance with FASB ASC 820, and the related tax impact.

“Net Worth” means, as of any date of determination, the consolidated shareholders’ equity of the Borrower and its Subsidiaries on that date determined in accordance with GAAP; provided, however, that there shall be excluded from the calculation of “Net Worth” any effects resulting from

(a) accumulated other comprehensive income, (b) all noncontrolling interests (as determined in accordance with the Statement of Financial Accounting Standards No. 160, entitled “Noncontrolling Interests in Consolidated Financial Statements”), (c) the application of FASB ASC 815 to derivative or hedge transactions entered into with respect to statutory reserves relating to closed block variable annuity contracts, and the related tax impact and (d) the change in fair value of any liability due to non-performance risk in accordance with FASB ASC 820, and the related tax impact.

“Non-Extension Notice Date” has the meaning specified in Section 2.01(b)(v).

“Non-NAIC Approved Bank” means, at any time, any Lender that is not a NAIC Approved Bank.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Non-Operating Debt” of any Person shall mean, all Debt (other than Operating Debt) of such Person.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Committed Loans made by such Lender, substantially in the form of Exhibit C.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, the Borrower or the Guarantor arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Borrower or the Guarantor or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding; provided, that the Obligations shall not include any Excluded Swap Obligations (as defined in the Guaranty).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operating Debt” of any Person shall mean, without duplication, any Debt or other obligations of such Person (a) in respect of AXXX, XXX and other similar insurance reserve requirements, (b) incurred in connection with repurchase agreements and securities lending, (c) to the extent the proceeds of which are used directly or indirectly (including for the purpose of funding portfolios that are used to fund trusts in order) to support AXXX, XXX and other similar insurance reserve requirements, (d) to the extent the proceeds of which are used to fund discrete customer-related assets or pools of assets (and related hedge instruments and capital) that are at least notionally segregated from other assets and have sufficient cash flow to pay principal and interest thereof,

with insignificant risk of other assets of such Person and its subsidiaries being called upon to make such principal and interest payments, (e) excluded from financial leverage by both S&P and Moody’s in their evaluation of such Person, (f) in respect of letters of credit (other than the Letters of Credit) issued on behalf of any Subsidiary for insurance regulatory or reinsurance purposes, (g) that is consolidated on the balance sheet of such Person as a “Variable Interest Entity” under ASC 810 (or any successor interpretations or amendments thereto) or (h) that is owed to a Federal Home Loan Bank.

“Operating Lease” of any Person means any lease (including leases which may be terminated by the lessee at any time) of any property (whether real, personal or mixed) by such person as lessee which is not a Capital Lease, as determined in accordance with GAAP as in effect on the date hereof.

“Operating Subsidiary” means any Subsidiary that is actively engaged in the conduct of business, including any Subsidiary referred to in clause (a) of the definition of Insurance Subsidiary, and any direct or indirect parent company of such Subsidiary that is itself a Subsidiary. For the avoidance of doubt, no captive Subsidiary established for the purpose of reinsuring redundant reserve liabilities or Security Life of Denver International Limited will be deemed to be an Operating Subsidiary.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (i) with respect to Committed Loans and Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be,

occurring on such date; and (ii) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“Participating L/C Issuer” means, from time to time with respect to each Several Letter of Credit, each Affected Lender or Non-NAIC Approved Bank, as applicable, for whose Applicable Percentage a Limited Fronting Lender has agreed to be liable as an issuer.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Act” means the Pension Protection Act of 2006.

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees.

“Platform” has the meaning specified in Section 6.02.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“Recipient” means the Administrative Agent, any Lender, any Fronting L/C Issuer, the Several L/C Agent or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Reducing Party” has the meaning specified in Section 10.20.

“Register” has the meaning specified in Section 10.06(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a benchmark rate to replace LIBOR in loan agreements similar to this Agreement.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which any applicable notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or the applicable Fronting L/C Issuer, as the case may be, in making such determination.

“Responsible Officer” means the chief executive officer, president, chief financial officer, chief operating officer, treasurer, assistant treasurer, controller or any vice president of the Borrower or the Guarantor, as applicable and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the Borrower or the Guarantor, as applicable, so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the Borrower or the Guarantor, as applicable, designated in or pursuant to an agreement between the Borrower or the Guarantor, as applicable, and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower or the Guarantor, as applicable, shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of the Borrower or the Guarantor, as applicable, and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Borrower or the Guarantor, as applicable.

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of (a) its outstanding Committed Loans and (b) its participations in L/C Obligations (which shall, for the avoidance of doubt, include each Lender’s (or each Participating

L/C Issuer’s) obligation to fund its Applicable Percentage of each Several Letter of Credit) and Swing Line Loans.

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of McGraw Hill Financial Inc. and any successor thereto.

“Sanction(s)” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. Government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (“HMT”).

“Sanctioned Country” means, at any time, a country, region or territory which is the subject or target of any Sanctions broadly prohibiting dealings with such country, region or territory (on the Closing Date, Crimea, Cuba, Iran, North Korea, and Syria).

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department of State, the United Nations Security Council, HMT, the European Union or any EU member state, (b) any Person operating, organized or resident in a Sanctioned Country to the extent such Person is subject to Sanctions or (c) any Person more than 50% owned or controlled by any such Person.

“SAP” means the accounting procedures and practices prescribed or permitted by the Applicable Insurance Regulatory Authority or the NAIC.

“Scheduled Unavailability Date” has the meaning set forth in Section 3.03(c).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Several L/C Agent” means Bank of America, in its capacity as agent and attorney-in-fact for the Lenders in issuing, extending and amending Several Letters of Credit, or any successor in such capacity.

“Several Letter of Credit” means any Letter of Credit issued severally by the Lenders, substantially in the form of Exhibit H-2 (with such changes thereto as are acceptable to the Borrower), or if the Borrower and the Several L/C Agent agree, another form reasonably acceptable to the Borrower and the Several L/C Agent.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) and, in each case, that has been selected or recommended by the Relevant Governmental Body.

“SOFR-Based Rate” means SOFR or Term SOFR.

“Statutory Statement” means a statement of the condition and affairs of an Insurance Subsidiary, prepared in accordance with SAP or as otherwise required or permitted by the Applicable Insurance Regulatory Authority, as modified in accordance with permitted practices approved by the Applicable Insurance Regulatory Authority, and filed with the Applicable Insurance Regulatory Authority or the NAIC.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap Contract” means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America, in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to $25,000,000.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion.

“Threshold Amount” means $200,000,000.

“Total Capitalization” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) Net Worth, plus (b) Debt plus (c) the aggregate Hybrid Securities Amount (but only to the extent that such Hybrid Securities Amount is not included in Debt at such time).

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments and Revolving Credit Exposure of such Lender at such time.

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“Type” means with respect to a Committed Loan, its character as a Base Rate Loan, LIBOR Daily Floating Rate Loan, or a Eurodollar Rate Loan.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“United States” and “U.S.” mean the United States of America.

“Unreimbursed Amount” has the meaning specified in Section 2.01(c)(i) and (ii).

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) Any reference herein to a merger, transfer, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Debt of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP. If at any time any change in GAAP (each change, an “Accounting Change”) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, in either case within 30 days after delivery of the financial statements by the Borrower immediately following such Accounting Change, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such Accounting Change (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP without giving effect to such Accounting Change and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such Accounting Change; provided further, that all leases of the Borrower that would have been treated as operating leases for purpose of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations hereunder, notwithstanding the fact that such leases are required in accordance with the ASU to be treated as Capital Leases in the financial statements to be delivered pursuant to Section 6.01.

1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable). The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate”, “LIBOR Daily Floating Rate” or with respect to any comparable

rate thereto or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

1.06 Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

Article II.
The Commitments and Credit Extensions

2.01 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) a Fronting L/C Issuer, in reliance upon the agreements of the Lenders set forth in this Section 2.01, (1) may in its sole discretion, from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, agree to issue Fronted Letters of Credit for the account of the Borrower or any Subsidiary, and amend or extend Fronted Letters of Credit previously issued by it, and (2) agrees to honor drawings under the Fronted Letters of Credit issued by such Fronting L/C Issuer; (B) each Lender agrees, through the Several L/C Agent, (1) from time to time on any Business Day during the period from the Closing Date until the Commitment Termination Date, to issue severally, and for itself alone, Several Letters of Credit, at the request of and for the account of the Borrower or any Subsidiary, in an amount equal to such Lender’s Applicable Percentage of the aggregate stated amounts of such Several Letters of Credit, and to amend or extend Several Letters of Credit previously issued by it, and (2) to honor severally, and for itself alone, drawings under the Several Letters of Credit in an amount equal to its Applicable Percentage of such drawings; (C) with respect to each Fronted Letter of Credit issued by a Fronting L/C Issuer, the other Lenders severally agree to participate in Fronted Letters of Credit issued for the account of the Borrower or any Subsidiary and any drawings thereunder in accordance with their Applicable Percentages; (D) with respect to any Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer under any Several Letter of Credit to be issued pursuant hereto, each Limited Fronting Lender, in reliance upon the agreements of such Affected Lender or Non-NAIC Approved Bank, as applicable, as a Participating L/C Issuer set forth in clause (E) of this Section 2.01, may in its sole discretion, agree to issue through the Several L/C Agent, in addition to or as a part of the Several Letters of Credit it has agreed to issue on its own behalf, severally any such Several Letter of Credit, for the account of the Borrower or any Subsidiary, in an amount

equal to such Affected Lender’s or Non-NAIC Approved Bank’s, as applicable, Applicable Percentage of the stated amount of such Several Letter of Credit, and to amend or extend each such Several Letter of Credit previously issued by it as a Limited Fronting Lender for such Participating L/C Issuer; and (E) with respect to any Several Letter of Credit issued by a Limited Fronting Lender pursuant to clause (D) of this Section 2.01, each applicable Affected Lender or Non-NAIC Approved Bank, as applicable, agrees to purchase participations in the obligations of such Limited Fronting Lender under such Several Letter of Credit in an amount equal to all of the credit exposure of such Limited Fronting Lender (solely in its capacity as a Limited Fronting Lender for such Affected Lender or Non-NAIC Approved Bank, as applicable) under such Several Letter of Credit; provided that after giving effect to any L/C Credit Extension, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment at the time of such L/C Credit Extension (except as provided in clauses (A), (D) and (E), as applicable, above for a Fronting L/C Issuer or a Limited Fronting Lender). Each request by the Borrower or any Subsidiary for the issuance, amendment or extension of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in this Agreement. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. From and after the Closing Date, the Existing Letters of Credit that are Fronted Letters of Credit shall be deemed to have been issued pursuant to, and shall be subject to and governed by the terms and conditions of, this Agreement by Bank of America, in its capacity as a Fronting L/C Issuer, provided that Bank of America shall not have any obligation to extend, renew, amend or increase the amount of any such Existing Letters of Credit that are Fronted Letters of Credit. The Existing Letters of Credit that are Several Letters of Credit shall be amended and/or replaced pursuant to Section 4.01(a)(vii), or amended in accordance with Section 2.01(b)(iv) effective as of the Closing Date, so that the liability of the Lenders under such Several Letters of Credit from and after the Closing Date shall be in accordance with the Lenders’ respective Applicable Percentages and such Several Letters of Credit, as so amended, shall be deemed to have been issued pursuant to this Agreement and shall be subject to and governed by the terms and conditions hereof.

(ii) Neither a Fronting L/C Issuer, the Several L/C Agent nor the Lenders, as applicable, shall issue any Letter of Credit, if:

(A) subject to Section 2.01(b)(v), the expiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(B) the expiry date of the requested Letter of Credit would occur more than twelve months after the Commitment Termination Date, unless all the Lenders have approved such expiry date.

(iii) Neither a Fronting L/C Issuer, the Several L/C Agent nor the Lenders, as applicable, shall be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender, from issuing such Letter of Credit, or any Law applicable to the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender, or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender, shall prohibit, or request that the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender, refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender with respect to the Letter of Credit, any restriction, reserve or capital requirement (for which the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender, any unreimbursed loss, cost or expense that was not applicable on the Closing Date and which the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender, in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or more policies of the applicable Fronting L/C Issuer, the Several L/C Agent or, if the Administrative Agent has been notified thereof by the applicable Lender, such Lender applicable to letters of credit generally;

(C) except as otherwise agreed by the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, such Letter of Credit is in an initial stated amount less than $100,000;

(D) such Letter of Credit is to be denominated in a currency other than Dollars;

(E) after issuance of such Letter of Credit, more than 25 Letters of Credit would be outstanding unless the Borrower and the Several L/C Agent otherwise agree; or

(F) if such Letter of Credit is a Fronted Letter of Credit or a Several Letter of Credit in respect of which there is a Limited Fronting Lender, any Lender is at that time a Defaulting Lender, unless the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, with the Borrower or such Lender to eliminate the applicable Fronting L/C Issuer’s or the applicable Limited Fronting Lender’s, as applicable, actual or potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either such Letter of Credit or such Letter of Credit and all other L/C Obligations as to which the applicable Fronting L/C Issuer or the applicable Limited Fronting Lender, as applicable, has actual or potential Fronting Exposure, as it may elect in its sole discretion.

For the avoidance of doubt, the foregoing specific references to circumstances in which a Fronting L/C Issuer or a Limited Fronting Lender is not obligated to issue a Letter of Credit are for illustrative purposes only and are not intended to derogate from the agreement that, in no case, shall any Fronting L/C Issuer or any Limited Fronting Lender be obligated to issue any Letter of Credit on a fronted basis.

(iv) Neither the applicable Fronting L/C Issuer, the Several L/C Agent nor any Lender, as applicable, shall amend or extend any Letter of Credit if it would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof.

(v) Neither the Several L/C Agent nor any Lender, as applicable, shall be under any obligation to amend any Letter of Credit if (A) the Several L/C Agent or such Lender, as applicable, would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to the Letter of Credit.

(vi) Each Lender shall promptly notify the Administrative Agent (which shall in turn notify the Several L/C Agent and the Borrower) upon becoming an Affected Lender with respect to the issuance of a particular Several Letter of Credit. In the absence of receipt by the Administrative Agent of such notice by a Lender that it has become an Affected Lender with respect to the issuance of a particular Several Letter of Credit, it shall be conclusively presumed by the Administrative Agent and the Several L/C Agent that such Lender is not an Affected Lender with respect to the issuance such Several Letter of Credit. If such notice is given by an

Affected Lender with respect to the issuance of a particular Several Letter of Credit, such notice shall not be effective as a like notice with respect to any other Several Letter of Credit. If such notice is given by an Affected Lender with respect to the issuance of a particular Several Letter of Credit, the Borrower may request that such Affected Lender use commercially reasonable efforts to have any other Lender act as the Limited Fronting Lender for such Affected Lender with respect to such Several Letter of Credit upon such terms and conditions as such Affected Lender and such other Lender may agree, provided that no Lender shall have any obligation to so act as Limited Fronting Lender.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Applicant delivered to (A) the applicable Fronting L/C Issuer, in the case of Fronted Letters of Credit, (B) the Several L/C Agent, in the case of Several Letters of Credit, and (C) the Administrative Agent, in each case, in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Applicant. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the applicable Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, as applicable, by personal delivery or by any other means acceptable to the applicable Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent, as applicable. Such Letter of Credit Application must be received by the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, and the Administrative Agent (A) in the case of a Fronted Letter of Credit, not later than 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment (or such later date and time as the Administrative Agent and the applicable Fronting L/C Issuer may agree in a particular instance in their sole discretion), and (B) in the case of a Several Letter of Credit, not later than 11:00 a.m. at least three Business Days prior to the proposed issuance date or date of amendment (or such later date and time as the Administrative Agent and the Several L/C Agent may agree in a particular instance in their sole discretion). In the case of a request for an initial issuance of a Letter of Credit, the Borrower shall submit a Letter of Credit Application. In the case of a request for an amendment of any outstanding Letter of Credit, the Borrower shall submit a Letter of Credit Amendment Application.

(ii) Promptly after receipt of any Letter of Credit Application or Letter of Credit Amendment Application, the applicable Fronting L/C Issuer or Several L/C Agent, as applicable, will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application or Letter of Credit Amendment Application from the Applicant and, if not, the applicable Fronting L/C Issuer or Several L/C Agent, as applicable, will provide the Administrative Agent with a copy thereof. Promptly thereafter the

Administrative Agent will provide each Lender with a copy thereof. Unless the applicable Fronting L/C Issuer or Several L/C Agent, as applicable, has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that such Letter of Credit is not permitted to be issued hereunder or that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the applicable Fronting L/C Issuer or Several L/C Agent, as applicable, shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the applicable Fronting L/C Issuer’s or Several L/C Agent’s, as applicable, usual and customary business practices.

(iii) The Several L/C Agent is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender and to otherwise act on behalf of each Lender with respect to each Several Letter of Credit as provided herein. The Several L/C Agent shall use the Applicable Percentage of each Lender as its “Percentage Obligation” (or equivalent term) under each Several Letter of Credit; provided that the applicable Limited Fronting Lender, in its capacity as such, shall, in addition to its own “Percentage Obligation” as a Lender, have a “Percentage Obligation” (or equivalent term) equal to the Applicable Percentage of each Participating L/C Issuer for which such Limited Fronting Lender serves in such capacity under such Several Letter of Credit. The Several L/C Agent is hereby authorized by the Lenders to amend a Several Letter of Credit to change the “Percentage Obligation” (or equivalent term) of a Lender or to add or delete a Lender liable thereunder in connection with an assignment or any other addition or replacement of a Lender in accordance with the terms of this Agreement. In the event a Lender becomes a Participating L/C Issuer or ceases to be a Participating L/C Issuer, the Several L/C Agent is hereby authorized by the Lenders to amend each Several Letter of Credit to reflect such change in status and to change the “Percentage Obligation” (or equivalent term) of the applicable Limited Fronting Lender, as the case may be. Each Lender hereby irrevocably constitutes and appoints the Several L/C Agent its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the Several L/C Agent for the limited purpose of issuing, executing and delivering, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and for carrying out the purposes of this Agreement with respect to Several Letters of Credit, each as provided herein.

(iv) It is the intention and agreement of the Administrative Agent, the Lenders and the Several L/C Agent that (A) except as otherwise expressly set forth herein (including with respect to Limited Fronting Lenders), the rights and obligations of the Lenders in respect of outstanding Several Letters of Credit shall be determined in accordance with the Applicable Percentages of the Lenders from time to time in effect and (B) outstanding Several Letters of Credit shall be promptly

amended to reflect any changes in the Applicable Percentages of the Lenders, whether arising in connection with an assignment pursuant to Section 10.06, an increase of the Aggregate Commitments pursuant to Section 2.14, or any other event or circumstance resulting in a change in the Applicable Percentages of the Lenders under this Agreement. However, it is acknowledged by the Administrative Agent, the Lenders and the Several L/C Agent that amendments of outstanding Several Letters of Credit may not be immediately effected and may be subject to the consent of the beneficiaries of such Several Letters of Credit. Accordingly, whether or not Several Letters of Credit are amended as contemplated hereby, the Lenders agree that they shall purchase and sell participations or otherwise make or effect such payments among themselves (but through the Administrative Agent) so that payments by the Lenders of drawings under Several Letters of Credit and payments by the Borrowers of Unreimbursed Amounts and interest thereon are, except as otherwise expressly set forth herein (including with respect to Limited Fronting Lenders and Defaulting Lenders), in each case shared by the Lenders in accordance with the Applicable Percentages of the Lenders from time to time in effect.

(v) If the Applicant so requests in any applicable Letter of Credit Application, the applicable Fronting L/C Issuer or the Several L/C Agent (on behalf of the Lenders), as applicable, may, in its sole discretion, agree to issue a Letter of Credit (including any Existing Letter of Credit) that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued, which shall be not later than 30 days prior to the then effective expiration date (the “Non-Extension Notice Date”). Unless otherwise directed by the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, the Applicant shall not be required to make a specific request to the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, to permit the extension of such Letter of Credit at any time to an expiry date not later than twelve months from the then existing expiry date and in any event not later than twelve months after the Commitment Termination Date; provided, however, that the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, shall not permit any such extension if (A) the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.01(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that

the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, not to permit such extension.

(vi) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. Within 10 days after the end of each calendar month, each then Fronting L/C Issuer will deliver to the Administrative Agent a written report setting forth the Fronted Letters of Credit that have been issued by such Fronting L/C Issuer and that were outstanding as of the last day of such calendar month.

(i) Upon receipt from the beneficiary of any Fronted Letter of Credit of any notice of a drawing under such Fronted Letter of Credit, the applicable Fronting L/C Issuer shall promptly notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and the Lenders of the date (the “Honor Date”) on which the applicable Fronting L/C Issuer anticipates that payment of such drawing will be made. Not later than 2:00 p.m. on the Business Day immediately following the Honor Date, so long as the Borrower has received notice of such payment from the applicable Fronting L/C Issuer or the Administrative Agent by 10:00 a.m. on such Honor Date and, otherwise, not later than 2:00 p.m. on the second Business Day immediately following the Honor Date (each such date, a “Letter of Credit Reimbursement Date”), the Borrower shall reimburse the applicable Fronting L/C Issuer through the Administrative Agent an amount equal to the amount of such drawing (such amount, the “Unreimbursed Amount”). If the Borrower fails to make such reimbursement by the required time and if such Unreimbursed Amount is not repaid on the date the required time occurs through a Borrowing of Base Rate Loans in accordance with clause (iii) below, the Administrative Agent shall promptly notify each Lender of the Honor Date, the Unreimbursed Amount, and the amount of such Lender’s Applicable Percentage thereof. Each Lender shall, upon any notice pursuant to this Section 2.01(c)(i), in purchase of its participation in such Unreimbursed Amount, make funds available to the Administrative Agent for the account of the applicable Fronting L/C Issuer at the Administrative Agent’s Office in an amount equal to such Lender’s Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, which notice shall be given not later than 10:00 a.m. on the Business Day specified. If any Defaulting Lender shall fail to make such funds available, any Cash Collateral delivered on account of such Defaulting Lender for such Fronted Letter of Credit shall be applied by the Administrative Agent to the

reimbursement of the applicable Fronting L/C Issuer as required hereunder. The Administrative Agent shall remit the funds so received or applied to the applicable Fronting L/C Issuer. Any notice given by the applicable Fronting L/C Issuer or the Administrative Agent pursuant to this Section 2.01(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Upon receipt from the beneficiary of any Several Letter of Credit of any notice of a drawing under such Several Letter of Credit, the Several L/C Agent shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify the Borrower and the Lenders, of the date (also, the “Honor Date”) on which the Several L/C Agent anticipates that payment of such drawing will be made, which notice shall be given not later than 2:00 p.m. on the Business Day immediately preceding the Honor Date. Not later than 10:00 a.m. on the Honor Date and without further notice or demand by the Several L/C Agent or the Administrative Agent, (A) each Lender (including each Limited Fronting Lender) shall make funds available to the Administrative Agent at the Administrative Agent’s Office in an amount equal to its Applicable Percentage (and, in the case of each Limited Fronting Lender, the Applicable Percentage of each applicable Participating L/C Issuer) of the drawing under such Several Letter of Credit and, (B) in the event a Limited Fronting Lender pays the Applicable Percentage of a Participating L/C Issuer, such Participating L/C Issuer shall pay such Applicable Percentage to such Limited Fronting Lender in purchase of its participation in such payment. Not later than 2:00 p.m. on the Business Day immediately following the Honor Date, so long as the Borrower has received notice of payment under such Several Letter of Credit from the Several L/C Agent or the Administrative Agent by 10:00 a.m. on the Honor Date and, otherwise, not later than 2:00 p.m. on the second Business Day immediately following the Honor Date (each such date, also a “Letter of Credit Reimbursement Date”), the Borrower shall pay to the Lenders through the Administrative Agent an amount equal to the amount of such drawing (such amount, also the “Unreimbursed Amount”). Any notice given by the Several L/C Agent or the Administrative Agent pursuant to this Section 2.01(c)(ii) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(iii) In the event the Borrower fails to pay any Unreimbursed Amount as required by clause (i) or (ii) above, the Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Business Day such Unreimbursed Amount is due in an amount equal to such Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.03 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Each Borrowing made pursuant to this Section 2.01(c)(iii) shall be applied by the Administrative Agent to pay the related Unreimbursed Amount.

(iv) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, such Unreimbursed Amount (together with interest) shall be immediately due and payable by the Borrower without further demand.

(v) Any Unreimbursed Amount that is not paid by the Borrower by 2:00 p.m. on the Honor Date shall bear interest from the Honor Date to the applicable Letter of Credit Reimbursement Date at a rate equal to the Base Rate plus the Applicable Rate for Base Rate Loans. If an Unreimbursed Amount is not paid by the Borrower by 2:00 p.m. on the applicable Letter of Credit Reimbursement Date (whether through a Borrowing of Base Rate Loans or otherwise), each Unreimbursed Amount shall bear interest from the applicable Letter of Credit Reimbursement Date to the date that such Unreimbursed Amount is paid by the Borrower (whether through a Borrowing of Base Rate Loans or otherwise) at a rate equal to the Base Rate plus the Applicable Rate for Base Rate Loans plus 2% per annum.

(vi) Until each Lender funds its obligation pursuant to this Section 2.01(c), interest in respect of such Lender’s Applicable Percentage of each Unreimbursed Amount shall be solely for the account of the applicable Fronting L/C Issuer (if, with respect to any Fronted Letter of Credit, such Lender has not funded its obligation in respect of a Committed Borrowing pursuant to Section 2.01(c)(iii) or funded its participation interest pursuant to Section 2.01(c)(i)) or the Several L/C Agent (if the Several L/C Agent has funded such amount on behalf of such Lender, as provided in Section 2.01(c)(viii)), as applicable.

(vii) Each Lender’s obligation to fund its obligations pursuant to this Section 2.01(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, the Administrative Agent, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.01(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrower of a Committed Loan Notice). No such funding by any Lender shall relieve or otherwise impair the obligation of the Borrower to pay each Unreimbursed Amount, together with interest as provided herein.

(viii) If any Lender fails to make available to the Administrative Agent any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.01(c) by the time specified in Section 2.01(c)(i) or 2.01(c)(ii), as applicable, the applicable Fronting L/C Issuer or the Several L/C Agent (to the extent that the Several L/C Agent shall have funded such amount on behalf of such Lender,

it being understood and agreed that the Several L/C Agent shall have no obligation or liability to fund any amount under any Several Letter of Credit other than in its capacity as a Lender), as applicable, shall, through the Administrative Agent, be entitled to recover from such Lender, on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Administrative Agent at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any reasonable administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing. A certificate of the Administrative Agent with respect to any amounts owing under this clause (viii) shall be conclusive absent manifest error.

(d) Repayment of Fundings.

(i) If after any Lender (including any Limited Fronting Lender) has funded its obligation under Section 2.01(c) in respect of any drawing under any Letter of Credit, the Administrative Agent receives any payment (including any payment of interest) in respect of the related Unreimbursed Amount (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), then the Administrative Agent will distribute to such Lender its Applicable Percentage (or applicable share as provided herein) thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s funding was outstanding) in the same funds as those received by the Administrative Agent. If any Lender has not funded its obligation as aforesaid, such Lender’s Applicable Percentage (or other applicable share as provided herein) of such payment shall be paid to the applicable Fronting L/C Issuer or the Several L/C Agent (if the Several L/C Agent shall have funded such amount on behalf of such Lender, as provided in Section 2.01(c)(viii)), as applicable.

(ii) If any payment made by the Administrative Agent to the Lenders pursuant to Section 2.01(d)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement), each Lender shall pay to the Administrative Agent its Applicable Percentage (or other applicable share as provided herein) thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect.

(e) Obligations Absolute. The obligation of the Borrower to pay each Unreimbursed Amount shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the applicable Fronting L/C Issuer, the Several L/C Agent, any Lender, the Administrative Agent or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(v) waiver by the applicable Fronting L/C Issuer, the Several L/C Agent or any Lender, as applicable, of any requirement that exists for the applicable Fronting L/C Issuer’s, the Several L/C Agent’s, or such Lender’s, as applicable, protection and not the protection of the Borrower or any waiver by the applicable Fronting L/C Issuer, the Several L/C Agent or any Lender, as applicable, which does not in fact materially prejudice the Borrower;

(vi) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vii) any payment made by the applicable Fronting L/C Issuer, the Several L/C Agent or any Lender in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the ISP;

(viii) any payment by the applicable Fronting L/C Issuer or the Lenders under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit or any payment made by the applicable Fronting L/C Issuer or the Lenders, as applicable, under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(ix) any Letter of Credit having a Subsidiary of the Borrower as an Applicant; or

(x) any other circumstance or happening whatsoever, including any failure of the Borrower to receive notice of any Honor Date, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.

The Borrower and any other Applicant shall promptly examine a copy of each Letter of Credit and each amendment thereto requested by the Borrower and such Applicant that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s or such Applicant’s instructions or other irregularity, the Borrower or such Applicant will notify the applicable Fronting L/C Issuer (with respect to Fronted Letters of Credit) or the Several L/C Agent (with respect to Several Letters of Credit) within two Business Days of receipt of such Letter of Credit or amendment. The Borrower and such Applicant shall be conclusively deemed to have waived any such claim against any Fronting L/C Issuer, the Several L/C Agent or the Lenders, as applicable, unless such notice is given as aforesaid.

(f) Role of Fronting L/C Issuer, Several L/C Agent and Limited Fronting Lender. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, neither any Fronting L/C Issuer, the Several L/C Agent nor any Limited Fronting Lender shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. Neither any Fronting L/C Issuer, the Several L/C Agent nor any Limited Fronting Lender, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any Issuer Document. Each of the Borrower and any other Applicant hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender, any Agent-Related Person nor any of the respective correspondents, participants or assignees of any Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender shall be liable or responsible for any of the matters described in clauses (i) through (x) of Section 2.01(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower (or any other applicable Applicant) may have a claim against the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, and the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, may be liable to the Borrower or such Applicant, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower or such Applicant which the Borrower or such Applicant proves were caused primarily by the applicable Fronting L/C Issuer’s or the Several L/C Agent’s, as applicable, gross negligence or willful misconduct or the applicable

Fronting L/C Issuer’s or the Several L/C Agent’s, as applicable, willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and any Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender, as applicable, shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society of Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP or UCP. Unless otherwise expressly agreed by the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, and the Borrower when a Letter of Credit is issued (including any such agreement applicable to Existing Letters of Credit), the rules of the ISP or UCP shall apply to each Letter of Credit. Notwithstanding the foregoing, the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, shall not be responsible to the Borrower for, and the Fronting L/C Issuer’s or the Several L/C Agent’s, as applicable, rights and remedies against the Borrower shall not be impaired by, any action or inaction of the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, or the beneficiary is located, the practice stated in the ISP or the UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade - International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for each Letter of Credit issued equal to the Applicable Rate (converted to a daily rate) times the daily maximum amount available to be drawn under such Letter of Credit. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Commitment Termination Date, on the date that is twelve months after the Commitment Termination Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily maximum amount of each Letter of Credit shall be multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the

contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges. The Borrower shall pay directly to each applicable Fronting L/C Issuer for its own account a fronting fee with respect to each Fronted Letter of Credit issued by such Fronting L/C Issuer, at the rate per annum separately agreed between the Borrower and each such Fronting L/C Issuer, computed on the daily amount available to be drawn under such Letter of Credit. Such fronting fee shall be computed on a quarterly basis in arrears. Such fronting fee shall be due and payable on the tenth Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Commitment Termination Date, on the date that is twelve months after the Commitment Termination Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In addition, the Borrower shall pay directly to the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the applicable Fronting L/C Issuer or the Several L/C Agent, as applicable, relating to each Letter of Credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. In the event that, pursuant to Section 2.01(a)(vi) or Section 2.17, any other Lender agrees to act as a Limited Fronting Lender or Confirming Bank for any Lender that becomes an Affected Lender or a Non-NAIC Approved Bank, as applicable, the Letter of Credit Fee payable to such Lender that becomes an Affected Lender or a Non-NAIC Approved Bank shall be reduced by 0.25% per annum (or such lesser percentage as the Lender acting as a Limited Fronting Lender or as a Confirming Bank may agree) and the Lender acting as a Limited Fronting Lender or as a Confirming Bank shall receive the amount of such reduction from the Borrower for its own account as a fronting fee or confirmation fee, as applicable, and such other compensation therefor as such Affected Lender or Non-NAIC Approved Bank or the Borrower and such other Lender may agree.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to pay each Unreimbursed Amount and accrued interest thereon with respect to each Letter of Credit that is issued and outstanding hereunder. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of its Subsidiaries.

2.02 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans in Dollars (each such loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not

to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments and (ii) each Lender’s Revolving Credit Exposure shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.02, prepay under Section 2.05, and reborrow under this Section 2.02. Committed Loans may be Base Rate Loans, LIBOR Daily Floating Rate Loans, or Eurodollar Rate Loans, as further provided herein.

2.03 Borrowings, Conversions and Continuations of Committed Loans.

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans or LIBOR Daily Floating Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing, conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Except as provided in Sections 2.01(c) and 2.04(c), each Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the

applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowing, and second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any LIBOR Daily Floating Rate Loans and to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than ten Interest Periods in effect with respect to Committed Loans.

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of

this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period; provided, however, that (x) after giving effect to any Swing Line Loan, (i) the Outstanding Amount of Swing Line Loans shall not exceed the Swing Line Sublimit, (ii) the Total Outstandings shall not exceed the Aggregate Commitments, (iii) the aggregate Outstanding Amount of Swing Line Loans, plus the Swing Line Lender’s Applicable Percentage of the Outstanding Amount of all Committed Loans and L/C Obligations shall not exceed the Commitment of the Swing Line Lender, and (iv) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $250,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender may in its sole discretion,

not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of such Swing Line Loan available to the Borrower.

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders severally fund its risk participation in the relevant Swing Line Loan in an amount equal to its Applicable Percentage of such Swing Line Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank

compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan,

interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.05 Prepayments.

(a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans or LIBOR Daily Floating Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans

and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. If for any reason the Outstanding Amount of Swing Line Loans at any time exceeds the Swing Line Sublimit then in effect, the Borrower shall immediately prepay the Swing Line Loans in an aggregate amount equal to such excess. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

2.06 Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

2.07 Repayment of Loans.

(a) The Borrower shall repay to the Lenders on the Commitment Termination Date the aggregate principal amount of Committed Loans outstanding on such date.

(b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Commitment Termination Date.

2.08 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each LIBOR Daily Floating Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the LIBOR Daily Floating Rate plus the Applicable Rate; (iii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iv) each

Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws; provided that upon the occurrence of an Event of Default under Sections 8.01(a) or (g), the outstanding Obligations hereunder shall automatically accrue interest at the Default Rate to the fullest extent permitted by applicable Laws.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.09 Fees. In addition to certain fees described in subsections (h) and (i) of Section 2.01:

(a) Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage of the Aggregate Commitments for purposes of determining the commitment fee. The commitment fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and

multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees.

(i) The Borrower has entered into separate confidential fee letters with certain of the Arrangers and Bank of America (collectively, the “Fee Letters”). The Borrower shall pay to each such Arranger and Bank of America for their own respective accounts the fees in the amounts and at the times specified in the applicable Fee Letter. All such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.10 Computation of Interest and Fees. All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.11 Evidence of Debt.

(a) The Credit Extensions (and the L/C Obligations arising therefrom) made or participated in by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions (and the L/C Obligations arising therefrom) made or participated in by the Lenders and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the

date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.12 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 2:00 p.m. on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) Clawback.

(i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of (x) any Committed Borrowing of Base Rate Loans, prior to 12:00 noon and (y) any LIBOR Daily Floating Rate Loans, prior to 11:00 a.m. on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.03 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.03) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon,

for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable Fronting L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Fronting L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the applicable Fronting L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the applicable Fronting L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans and to honor drawing under and to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such drawing or participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and except for Limited Fronting Lenders with respect to Several Letters of Credit they have issued on behalf of Affected Lenders or Non-NAIC Approved Banks, no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to honor a drawing or to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan or other funding obligation in any particular place or manner.

2.13 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations held by it (whether as in issuer or as a participant) or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and participations in L/C Obligations (whether as in issuer or as a participant) and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

The Borrower and the Guarantor consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower and the Guarantor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or the Guarantor in the amount of such participation.

2.14 Increase in Commitments.

(a) Request for Increase. After the Closing Date, provided that no Event of Default then exists, upon notice to the Administrative Agent (which shall promptly notify such of the Lenders as the Administrative Agent and the Borrower shall designate), the Borrower may, from time to time, request an increase in the Aggregate Commitments; provided that (i) after giving effect to any increases pursuant to this Section 2.14(a), the Aggregate Commitments shall not exceed $1,000,000,000 and (ii) any such request for an increase shall be in a minimum amount of $25,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each designated Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such designated Lenders).

(b) [Intentionally Omitted].

(c) Lender Elections to Increase. Each designated Lender shall notify the Administrative Agent within such time period whether or not it agrees, in its sole and absolute discretion, to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any designated Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(d) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent, each then acting Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender (which approvals shall not be unreasonably withheld or delayed), the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent.

(e) Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section, the Borrower (in consultation with the Administrative Agent) shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower, the Lenders and any party to become a Lender on the Increase Effective Date of the final allocation of such increase and the Increase Effective Date. The Administrative Agent is authorized and directed to amend and distribute to the Lenders, including any party

becoming a Lender on the Increase Effective Date, a revised Schedule 2.01 that gives effect to the increase and the allocation among the Lenders.

(f) Conditions to Effectiveness of Increase. The Borrower shall prepay or, if reasonably practicable, the Administrative Agent shall reallocate, any Committed Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Commitments under this Section 2.14. In addition, any funded participations in L/C Obligations or Swing Line Loans shall, to the extent reasonably practicable, be allocated among the Lenders so that such funded participations are held ratably by the Lenders in accordance with any revised Applicable Percentages.

(g) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

2.15 Cash Collateral.

(a) Certain Credit Support Events. If (i) a Fronting L/C Issuer has honored any full or partial drawing request under any Fronted Letter of Credit and such drawing has resulted in an Unreimbursed Amount that is not paid by the Borrower when due, (ii) a Limited Fronting Lender has honored any drawing request under any Several Letter of Credit and such drawing has resulted in an Unreimbursed Amount that is not paid by the Borrower when due, (iii) the Lenders, through the Several L/C Agent, have honored any drawing request under any Several Letter of Credit and such drawing has resulted in an Unreimbursed Amount that is not paid by the Borrower when due, (iv) as of the Commitment Termination Date, any L/C Obligation for any reason remains outstanding, (v) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c), or (vi) there shall exist a Defaulting Lender, the Borrower shall (A) immediately and without any request by any Person (in the case of clause (iv) above), (B) immediately following any request by the Administrative Agent, a Fronting L/C Issuer, the Several L/C Agent, a Limited Fronting Lender or any Lender (in the case of clause (v) above) or (C) within one Business Day following any request by the Administrative Agent, a Fronting L/C Issuer, the Several L/C Agent, a Limited Fronting Lender or any Lender (in all other cases), provide Cash Collateral in an amount equal to 100% of all outstanding L/C Obligations (in the case of clause (i), (ii), (iii), (iv) or (v) above) or equal to 100% of all Fronting Exposure (determined after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender) (in the case of clause (vi) above). The obligations of the Borrower under this Section 2.15(a) are in addition to the obligations of the Borrower under Section 2.05(c).

(b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Fronting L/C Issuers, the Several L/C Agent, the Limited Fronting Lenders and the Lenders, and agrees to maintain, a first priority security interest in all Cash Collateral so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to

which such Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the amount required by Section 2.15(a), the Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by any Defaulting Lender). All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.15 or Sections 2.01, 2.05, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may otherwise be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative Agent that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.15 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the then acting Fronting L/C Issuers, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.16 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender hereunder; third, to Cash Collateralize the Fronting Exposure of any Fronting L/C Issuer, the Several L/C Agent, or any Limited Fronting Lender with respect to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default then exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as reasonably determined by the Administrative Agent; fifth, if so determined by the Administrative Agent or requested by any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender, and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize any future funding obligations with respect to such Defaulting Lender of any participation in any Letter of Credit, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default then exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or Unreimbursed Amounts in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans or Unreimbursed Amounts were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and Unreimbursed Amounts owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or Unreimbursed Amounts owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post

Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees.

(A) No Defaulting Lender shall be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

(C) With respect to any fee payable under Section 2.09(a) or any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the applicable Fronting L/C Issuer and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Fronting L/C Issuer’s or the Swing Line Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. Subject to Section 10.22, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in Section 2.16(a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to

it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize any Fronting L/C Issuer’s and any Limited Fronting Lender’s Fronting Exposure in accordance with the procedures set forth in Section 2.15.

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender, each then acting Fronting L/C Issuer and the Several L/C Agent, as applicable, agree in writing in their sole discretion that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.16(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.17 Non-NAIC Approved Banks. In the event that any Lender that is a NAIC Approved Bank on the Closing Date ceases to be a NAIC Approved Bank after the Closing Date, such Lender agrees (a) to promptly notify the Administrative Agent and the Borrower thereof and (b) to use commercially reasonable efforts (i) to have a Lender that is a NAIC Approved Bank act as the Limited Fronting Lender for such Lender with respect to any Several Letter of Credit issued during the period that such Lender is a Non-NAIC Approved Bank and/or (ii) to have a Lender or another financial institution acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld or delayed) and the Borrower that is a NAIC Approved Bank act as the Confirming Bank for such Lender with respect to any Several Letter of Credit issued prior to or after such Lender becoming a Non-NAIC Approved Bank and outstanding during the period that such Lender is a Non-NAIC Approved Bank. If, within 30 days after such Lender became a Non-NAIC Approved Bank, no Lender or other acceptable financial institution has agreed to so act as the Limited Fronting Lender and/or the Confirming Bank, as applicable, for such Non-NAIC Approved Bank, the Borrower may request, that (x) any Lender that is a NAIC Approved Bank act as the Limited Fronting Lender for such Lender with respect to any Several Letter of Credit issued during the period that such Lender is a Non-NAIC Approved Bank and/or (y) a Lender or another financial institution acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld or delayed) and the Borrower that is a NAIC Approved Bank act as the Confirming Bank for such Lender with respect to any Several Letter of Credit issued prior to or after such Lender becoming a Non-NAIC Approved Bank and outstanding during the period that such Lender is a Non-NAIC Approved Bank, provided that no Lender shall have any obligation to

so act as a Limited Fronting Lender or Confirming Bank. The agreement of any Lender or other acceptable financial institution to so act as the Limited Fronting Lender and/or the Confirming Bank for such Non-NAIC Approved Bank shall be upon and subject to the terms and conditions hereof and such other terms and conditions as such Non-NAIC Approved Bank or the Borrower, as applicable, and such Lender or other acceptable financial institution may agree. If a Lender or other acceptable financial institution, as applicable, becomes a Confirming Bank for a Non-NAIC Approved Bank after the Closing Date, such Non-NAIC Approved Bank shall enter into a confirming bank agreement with the Confirming Bank upon such terms as the applicable parties may agree (and furnish a copy thereof to the Borrower and the Administrative Agent). Each Non-NAIC Approved Bank that enters into such a confirming bank agreement shall promptly notify the Borrower and the Administrative Agent of any termination or expiration of such confirming bank agreement.

Article III.
Taxes, Yield Protection and Illegality

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of the Borrower and the Guarantor under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent, the Borrower or the Guarantor, then the Administrative Agent, the Borrower or the Guarantor shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to Section 3.01(e).

(ii) If the Borrower, the Guarantor or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower or the Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If the Borrower, the Guarantor or the Administrative Agent shall be required by any Applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower, the Guarantor or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to Section 3.01(e), (B) the Borrower, the Guarantor or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower or the Guarantor shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower or the Guarantor shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(i) The Borrower shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 20 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, the Fronting L/C Issuer or the Several L/C Agent, as applicable (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, the Fronting L/C Issuer or the Several L/C Agent, as applicable, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 20 days after demand therefor, for any amount which a Lender, a Fronting L/C Issuer or the Several L/C Agent, as applicable, for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender, each Fronting L/C Issuer and the Several L/C Agent shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 20 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender, such Fronting L/C Issuer or the Several L/C Agent, as applicable (but only to the extent that the Borrower has not

already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender, such Fronting L/C Issuer or the Several L/C Agent, as applicable, in each case, that are payable or paid by the Administrative Agent, the Borrower or the Guarantor in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender or any Fronting L/C Issuer by the Administrative Agent shall be conclusive absent manifest error. Each Lender, each Fronting L/C Issuer and the Several L/C Agent hereby authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender, such Fronting L/C Issuer or the Several L/C Agent, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s

reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit F-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit F-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. For purposes of determining withholding Taxes imposed under FATCA, from and after the Closing Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(f) Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, a Fronting L/C Issuer or the Several L/C Agent, or have any obligation to pay to any Lender, any Fronting L/C Issuer or the Several L/C Agent, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, such Fronting L/C Issuer or the Several L/C Agent, as the case may be. If any Recipient determines, in its sole discretion, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid. This subsection shall not be construed to require the Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, a Fronting L/C Issuer or the Several L/C Agent, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

(h) Defined Terms. For purposes of this Section 3.01, the term “Applicable Law” includes FATCA.

3.02 Illegality. If any Lender determines that any Change in Law or introduction of any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund Loans whose interest is determined by reference to the Eurodollar Rate or LIBOR Daily Floating Rate or to determine or charge interest rates based upon the Eurodollar Rate or LIBOR Daily Floating Rate, or any Governmental Authority has imposed material restrictions on the legal authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market (each, an “Eurodollar Illegality Event”),

then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to make or continue Eurodollar Rate Loans to convert Base Rate Committed Loans to Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest at the Base Rate by reference to the Eurodollar Rate component of the Base Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted and any amount payable pursuant to Section 3.05(c). During any period in which an Eurodollar Illegality Event is in effect, the Borrower may request, through the Administrative Agent, that the Lenders affected by such Eurodollar Illegality Event confirm that the circumstances giving rise to the Eurodollar Illegality Event continue to be in effect. If, within ten Business Days following such confirmation request, such Lenders have not confirmed the continued effectiveness of such Eurodollar Illegality Event, then such Eurodollar Illegality Event shall no longer be deemed to be in effect; provided, that (A) the Borrower shall not be permitted to submit any such request more than once in any 30-day period and (B) nothing contained in this Section 3.02 or the failure to provide confirmation of the continued effectiveness of such Eurodollar Illegality Event shall in any way affect the Lenders’ right to provide any additional notices of an Eurodollar Illegality Event as provided in this Section 3.02.

3.03 Inability to Determine Rates.

(a) If in connection with any request for a LIBOR Daily Floating Rate Loan or Eurodollar Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank market for the applicable amount of LIBOR Daily Floating Rate Loans or for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (B) (x) by reason of any changes arising on or after the Closing Date affecting the London interbank Market, adequate and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing

or proposed Base Rate Loan and (y) the circumstances described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or the LIBOR Daily Floating Rate for a LIBOR Daily Floating Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan or LIBOR Daily Floating Rate Loan (each a “Market Disruption Event”), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain LIBOR Daily Floating Rate Loans or Eurodollar Rate Loans as applicable shall be suspended, (to the extent of the affected LIBOR Daily Floating Rate Loans, Eurodollar Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or a Borrowing of LIBOR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. Upon the reasonable written request of the Borrower, the Required Lenders or the Administrative Agent, as applicable, shall confirm whether or not the circumstances giving rise to the Market Disruption Event continue to be in effect.

(b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (i) of Section 3.03(a), the Administrative Agent, in consultation with the Borrower and Required Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of Section 3.03(a), (ii) the Administrative Agent or the Required Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

(c) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines in good faith (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the

Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined in good faith, that:

(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR in accordance with this Section 3.03 with (x) one or more SOFR-Based Rates or (y) another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (the “Adjustment;” and any such proposed rate, a “LIBOR Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders (A) in the case of an amendment to replace LIBOR with a rate described in clause (x), object to the Adjustment; or (B) in the case of an amendment to replace LIBOR with a rate described in clause (y), object to such amendment; provided that for the avoidance of doubt, in the case of clause (A), the Required Lenders shall not be entitled to object to any SOFR-Based Rate contained in any such amendment. Such LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent in consultation with the Borrower.

If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans shall be suspended, (to the extent of the affected LIBOR Daily Floating Rate Loans or Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or for a Borrowing of LIBOR Daily Floating Rate Loans or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

In connection with the implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Lenders reasonably promptly after such amendment becomes effective.

3.04 Increased Costs; Reserves on Eurodollar Rate or LIBOR Daily Floating Rate Loans.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e)), any Fronting L/C Issuer or the Several L/C Agent;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender, any Fronting L/C Issuer or the Several L/C Agent or the London interbank market any other condition, cost or expense (excluding any Tax described in the parenthetical contained in clause (ii) preceding) affecting this Agreement or Eurodollar Rate Loans or LIBOR Daily Floating Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurodollar Rate or the LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender, such Fronting L/C Issuer or the Several L/C Agent of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to increase the cost to such Lender of making or participating (or of maintaining its obligation to make or participate in any Swing Line Loan) or to reduce the amount of any sum received or receivable by such Lender, such Fronting L/C Issuer or the Several L/C Agent hereunder (whether of principal, interest or any other amount) then, upon request of such Lender, such Fronting L/C Issuer or the Several L/C Agent, the Borrower will pay to such Lender, such Fronting L/C Issuer or the Several L/C Agent, as the case may be, such additional amount or amounts as will compensate such Lender, such Fronting L/C Issuer or the Several L/C Agent, as the case may be, for such additional costs incurred or reduction suffered; provided that as to any Lender, any Fronting L/C Issuer or the Several L/C Agent seeking compensation under this Section 3.04(a), such Lender, such Fronting L/C Issuer or the Several L/C Agent shall only be so compensated to the extent such Lender, the Fronting L/C Issuer or the Several L/C Agent is then generally seeking such compensation from similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.04(a) and the definition of “Change in Law”.

(b) Capital Requirements. If any Lender, any Fronting L/C Issuer or any Limited Fronting Lender determines that any Change in Law affecting such Lender, such Fronting L/C Issuer or such Limited Fronting Lender or any Lending Office of such Lender or such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s capital or on the capital of such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender (whether as participant or issuer) or such Limited Fronting Lender, or the Fronted Letters of Credit issued by such Fronting L/C Issuer, to a level below that which such Lender, such Fronting L/C Issuer or such Limited Fronting Lender or such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s policies and the policies of such Lender’s, the Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, such Fronting L/C Issuer or such Limited Fronting Lender, as the case may be, such additional amount or amounts as will compensate such Lender, such Fronting L/C Issuer or such Limited Fronting Lender or such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s holding company for any such reduction suffered; provided that as to any Lender, any Fronting L/C Issuer or the Several L/C Agent seeking compensation under this Section 3.04(b), such Lender, such Fronting L/C Issuer or such Limited Fronting Lender shall only be so compensated to the extent such Lender, such Fronting L/C Issuer or such Limited Fronting Lender is then generally seeking such

compensation from similarly situated customers under agreements relating to similar credit transactions that include provisions similar to this Section 3.04(b) and the definition of “Change in Law”.

(c) Certificates for Reimbursement. A certificate of a Lender, a Fronting L/C Issuer or a Limited Fronting Lender setting forth the amount or amounts necessary to compensate such Lender, such Fronting L/C Issuer or such Limited Fronting Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender, such Fronting L/C Issuer or such Limited Fronting Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender, any Fronting L/C Issuer or any Limited Fronting Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender, a Fronting L/C Issuer or a Limited Fronting Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender, such Fronting L/C Issuer or such Limited Fronting Lender, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s, such Fronting L/C Issuer’s or such Limited Fronting Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurodollar Rate or LIBOR Daily Floating Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan or LIBOR Daily Floating Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or

(c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, any Fronting L/C Issuer or the Several L/C Agent, or any Governmental Authority for the account of any Lender, any Fronting L/C Issuer or the Several L/C Agent pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender, such Fronting L/C Issuer or the Several L/C Agent shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such Fronting L/C Issuer or the Several L/C Agent, such designation or assignment (i) would eliminate or reduce amounts then or thereafter payable pursuant to Section 3.01 or 3.04, as the case may be, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender, such Fronting L/C Issuer or the Several L/C Agent, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender, such Fronting L/C Issuer or the Several L/C Agent, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender, any Fronting L/C Issuer or the Several L/C Agent in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 10.13.

3.07 Survival. All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.

Article IV.
Conditions Precedent to Credit Extensions

4.01 Conditions of Closing Date. The closing of the Existing Agreement occurred on May 6, 2016. The effectiveness of the amendment and restatement of the Existing Agreement pursuant to this Agreement is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower (unless otherwise specified), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

(i) counterparts of this Agreement executed by each party hereto, including the Borrower and the Guarantor, sufficient in number for distribution to the Administrative Agent, each Lender and the Borrower;

(ii) a Note executed by the Borrower in favor of each Lender requesting a Note and counterparts of the Guaranty executed by each party thereto;

(iii) such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower and the Guarantor as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents;

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower and the Guarantor are duly organized or formed, and that the Borrower and the Guarantor are validly existing, in good standing and qualified to engage in business in each jurisdiction where the conduct of their business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;

(v) opinions of in-house counsel and Cleary Gottlieb Steen & Hamilton LLP, each counsel to the Borrower, with respect to the Borrower and the Guarantor, and Day Pitney LLP, Connecticut counsel to the Guarantor, addressed to the Administrative Agent and each Lender;

(vi) a certificate (which certificate shall be true and correct) signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in

Sections 4.02(a) and 4.02(b) have been satisfied, (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or would be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; provided, that any event or condition disclosed by the Borrower in public filings with the SEC since the date of the Audited Financial Statements, but, as to any Lender, prior to the date of the commitment of such Lender given prior to the Closing Date, shall be deemed not to have a Material Adverse Effect as to such Lender; and (C) the current Debt Ratings;

(vii) amendments to each Existing Letter of Credit that is a Several Letter of Credit (and/or replacement Several Letters of Credit) to reflect the liabilities of the Lenders under such Several Letters of Credit are in accordance with the Lenders’ respective Applicable Percentages on the Closing Date, after giving effect to the amendment and restatement of the Existing Agreement;

(viii) (i) Upon the reasonable written request of any Lender made at least 5 days prior to the Closing Date, the Borrower and the Guarantor shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested that is required by applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 3 days prior to the Closing Date and (ii) at least 3 days prior to the Closing Date, the Borrower and the Guarantor, to the extent that either the Borrower or the Guarantor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, shall have delivered to each Lender that so requests in a written notice delivered at least 5 days prior to the Closing Date to the Borrower or Guarantor, as applicable, a Beneficial Ownership Certificate in relation to the Borrower or the Guarantor; and

(ix) such other customary assurances, certificates, documents or consents as the Administrative Agent, the Several L/C Agent, the Swing Line Lender or the Required Lenders may reasonably require.

(b) Any accrued and unpaid interest and fees due and owing under the Existing Agreement as of the Closing Date shall have been paid.

(c) Any fees required to be paid on or before the Closing Date pursuant to the Loan Documents shall have been paid, including, without limitation, all fees and expenses of the Arrangers, the Administrative Agent and the Lenders.

(d) Unless waived by the Administrative Agent, the Borrower shall have paid, to the extent invoiced two (2) Business Days prior to the Closing Date, fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided

that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

(e) The Administrative Agent shall have received notice that each Lender that is not a NAIC Approved Bank on the Closing Date shall have entered into satisfactory arrangements with another Lender, or another financial institution acceptable to the Administrative Agent (which acceptance shall not be unreasonably withheld or delayed) and the Borrower that is a NAIC Approved Bank, to act as the Limited Fronting Lender and/or Confirming Bank for such Non-NAIC Approved Bank.

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrower contained in Article V or any other Loan Document shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except that those representations and warranties which are qualified by materiality or Material Adverse Effect shall be true and correct in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsection (a) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01; provided that after the Closing Date the representations and warranties set forth in Section 5.05(b) or Section 5.06 shall not be required to be true or correct.

(b) No Default shall then exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the applicable Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions

specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

Article V.
Representations and Warranties

The Borrower represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power. The Borrower and each of its Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing (to the extent such concept is applicable) under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by the Borrower and the Guarantor of each Loan Document to which it is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of the Borrower’s or the Guarantor’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien (other than a Lien permitted hereby) under, or require any payment to be made under (i) any agreement, instrument or other undertaking to which the Borrower or the Guarantor is a party or affecting the properties of Borrower or the Guarantor, which would reasonably be expected to have a Material Adverse Effect or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower, the Guarantor or its respective property is subject which would be both material and adverse to the Lenders; or (c) violate any Law the effect of which would be both material and adverse to the Lenders.

5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Borrower or the Guarantor of any Loan Document to which it is a party, except for any such approval, consent, exemption, authorization or other action, notice or filing the failure to obtain or make which would not reasonably be expected to have a Material Adverse Effect.

5.04 Binding Effect. This Agreement has been, and each other Loan Document to which the Borrower is a party, when delivered hereunder, will have been, duly executed and delivered by the Borrower. This Agreement constitutes, and each other Loan Document to which the Borrower is a party when so delivered will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles

(regardless of whether enforcement is sought in equity or at law). The Guaranty has been, duly executed and delivered by the Guarantor. The Guaranty constitutes a legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Debt to the extent required to be shown pursuant to GAAP.

(b) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or would reasonably be expected to have a Material Adverse Effect; provided that any event or condition disclosed by the Borrower in public filings with the SEC since the date of the Audited Financial Statements, but, as to any Lender, prior to the date of the commitment of such Lender given prior to the Closing Date, shall be deemed not to have a Material Adverse Effect as to such Lender.

5.06 Litigation. Except as disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties that would reasonably be expected to have a Material Adverse Effect or that affects the validity or enforceability of this Agreement or any other Loan Document.

5.07 No Default. No Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Environmental Compliance. Except as disclosed in Schedule 5.08, the Borrower and its Subsidiaries are not subject to any claim alleging liability or responsibility for violation of any Environmental Law in connection with their respective businesses, operations and properties, except for claims which, if adversely determined, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.09 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other tax returns and reports required to be filed, and have paid all Federal, state and other taxes, assessments,

fees and other charges levied or imposed by a Governmental Authority upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP, and (b) those for which failure to file or non-payment would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

5.10 ERISA Compliance. The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.

5.11 Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) The Borrower is not and is not required to be registered as an “investment company” under the Investment Company Act of 1940.

5.12 Disclosure. No written information or written data (excluding any forecasts, projections, budgets, estimates and general market or industry data) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished or publicly disclosed by the Borrower) when provided and when taken as a whole with all other information or data provided, furnished or disclosed by the Borrower contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, (i) with respect to projected financial information, if any, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood and agreed that forecasts, estimates and projections as to future events are not to be viewed as facts or guaranties of future performance, that actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material and that the Borrower makes no representation that such representations will in fact be realized) and (ii) as to statements, information and reports specified as having been derived by the Borrower from third parties, other than Affiliates of the Borrower or any of its Subsidiaries, the Borrower represents only that it has no knowledge of any material misstatement therein.

5.13 Compliance with Laws. The Borrower and its Subsidiaries are in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.14 Anti-Corruption Laws and Sanctions.

(a) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower and its Subsidiaries with applicable Sanctions, and the Borrower and its Subsidiaries are in compliance with applicable Sanctions in all material respects. None of the Borrower, its Subsidiaries or any of their respective officers, directors or employees is a Sanctioned Person. No Credit Extension, use of proceeds or other transaction contemplated by this Agreement will violate applicable Sanctions.

(b) The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents when acting on the Borrower’s or any Subsidiary’s behalf with Anti-Corruption Laws, and the Borrower, its Subsidiaries and their respective officers and employees when acting on the Borrower’s or any Subsidiary’s behalf, and to the knowledge of the Borrower, its directors and agents, when acting on the Borrower’s or any Subsidiary’s behalf, are in compliance with Anti-Corruption Laws in all material respects. No Credit Extension or use of proceeds will violate Anti-Corruption Laws.

5.15 EEA Financial Institution. Neither the Borrower nor the Guarantor is an EEA Financial Institution.

Article VI.
Affirmative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower (or, if earlier, 15 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal year ended December 31, 2019), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;

(b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, 5 days after the date required to be filed with the SEC (without giving effect to any extension permitted by the SEC)) (commencing with the fiscal quarter ended September 30, 2019, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, the related consolidated statements of income or operations for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, and the related consolidated statements of changes in shareholders’ equity, and cash flows for the portion of the Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes;

(c) within 5 days after filing with the Applicable Insurance Regulatory Authority and in any event within 90 days after the end of each year, the annual Statutory Statement of each Insurance Subsidiary for such year, certified by the chief executive officer, chief financial officer, treasurer or controller of such Insurance Subsidiary as presenting fairly in all material respects the financial position of such Insurance Subsidiary for such year in accordance with SAP (or as otherwise required or permitted by the Applicable Insurance Regulatory Authority) as modified in accordance with permitted practices approved by the Applicable Insurance Regulatory Authority; provided, however, that, with respect to Security Life of Denver International Limited and Roaring River II, Inc., such annual Statutory Statement shall be provided within five days of their respective required date of filing, currently June 30 of each year; and

(d) within 5 days after filing with the Applicable Insurance Regulatory Authority and in any event within 45 days after the end of each of the first three quarterly periods of each year, the quarterly Statutory Statement of each Insurance Subsidiary for such period, to the extent such quarterly Statutory Statement is required to be filed, certified by one of the chief executive officer, chief financial officer, treasurer or controller of such Insurance Subsidiary as presenting fairly in all material respects the financial position of such Insurance Subsidiary for such period in accordance with SAP (or as otherwise required by the Applicable Insurance Regulatory Authority).

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clause (a) or (b) above at the times specified therein.

6.02 Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

(a) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and 6.01(b) (commencing with the delivery of the financial statements for the fiscal quarter ended September 30, 2019), a duly completed Compliance Certificate signed by one of the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(b) promptly after the same are available (to the extent not publicly available on EDGAR), copies of each annual report, proxy or financial statement or other report or communication sent to the shareholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(c) promptly, except to the extent prohibited by applicable Law, regulatory policy, or regulatory restriction (as determined in the reasonable good faith judgment of the Borrower), such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (through the Administrative Agent) from time to time may reasonably request; and

(d) promptly following any request therefor, provide information and documentation reasonably requested and required by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation.

Documents required to be delivered pursuant to Section 6.01(a) or 6.01(b) or Section 6.02(b) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); or (iii) on which such documents are filed with the SEC on EDGAR; provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its reasonable request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the

Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders, the Fronting L/C Issuers and the Several L/C Agent materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, SyndTrak, ClearPar, or another substantially similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Fronting L/C Issuers, the Several L/C Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03 Notices. Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Event of Default;

(b) of (i) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority or (ii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws, in each case to the extent permitted by law and to the extent that such matter would reasonably be expected to have a Material Adverse Effect;

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary, other than changes required or provided for pursuant to GAAP or applicable regulations or changes disclosed in reports provided or made available to the Lenders pursuant to Section 6.01 or 6.02; and

(e) of any public announcement by Moody’s or S&P of any change in a Debt Rating.

Each notice pursuant to this Section 6.03 (other than Section 6.03(e)) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless (i) the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary or (ii) the failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except to the extent that such Lien is permitted hereby or failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) all Debt, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 or 7.04 or except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. In a manner consistent with that used by other Persons engaged in the same or similar businesses as the Borrower and its Subsidiaries, (a) maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower (except any self-insurance to the extent and in any amount consistent with prudent market practice for a same or similar business), insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

6.08 Compliance with Laws. (a) Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (ii) the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect; and (b) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents (when such agents are acting on the Borrower’s or any Subsidiary’s behalf) with Anti-Corruption Laws and applicable Sanctions.

6.09 Books and Records. (a) Maintain books of record and account, in accordance with good accounting practices on the basis of GAAP in all material respects; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10 Inspection Rights. Except to the extent prohibited by applicable Law, regulatory policy or regulatory restriction (in the reasonable good faith judgment of the Borrower), no more than once a year and at their own expense (unless an Event of Default then exists in which case there shall be no limit so long as the Event of Default exists) permit representatives of the Administrative Agent and each Lender (provided that visits by any Lender shall be coordinated with the Borrower through the Administrative Agent) to visit and inspect any of its properties, to examine its corporate and financial records, and make copies thereof or abstracts therefrom, and to discuss its financial condition, business and corporate affairs with its Responsible Officers, all at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower; provided that such visits, inspections, examinations and/or discussions shall be reasonably related to the Administrative Agent’s or such Lender’s, as applicable, rights and obligations hereunder; provided further that when an Event of Default then exists the Administrative Agent or any Lender (or any of their respective representatives) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

6.11 Use of Proceeds. Use the proceeds of any Credit Extensions for working capital and any other lawful corporate purposes, including to use Letters of Credit to secure and support reserve requirements under insurance and reinsurance agreements entered into by the Borrower or any Subsidiary and for any other lawful corporate purposes.

Article VII.
Negative Covenants

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, including any of the capital stock of any of its Subsidiaries, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the date hereof securing Non-Operating Debt and listed on Schedule 7.01;

(c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP or for which the failure to pay would not reasonably be expected to result in a Material Adverse Effect;

(d) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA;

(f) deposits to secure the performance of bids, trade contracts and leases (other than Debt), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(h) Liens incurred in the ordinary course of business that do not secure Debt;

(i) purchase money Liens;

(j) Liens on cash or securities securing Debt owing to a Federal Reserve Bank or a Federal Home Loan Bank;

(k) Liens on any property existing prior to the acquisition of such property so long as such Lien was not created in anticipation of such acquisition and does not attach to any other property;

(l) Liens on cash or securities securing Swap Contracts entered into in the ordinary course of business and not for speculative purposes;

(m) Liens incurred in the ordinary course of business on deposit, custody and securities accounts;

(n) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(i);

(o) Liens securing Operating Debt arising out of deposits of cash or securities into collateral trusts or reinsurance trusts with ceding companies or insurance regulators or as otherwise entered in the ordinary course of business;

(p) Liens securing Operating Debt on cash or securities incurred in connection with repurchase, reverse repurchase and securities lending transactions entered into in the ordinary course of business;

(q) Liens (not securing Debt) in favor of a Governmental Authority, as contemplated by the rules and regulations issued by a Governmental Authority which the Borrower or any Insurance Subsidiary is required to comply in order to remain licensed;

(r) Liens securing Operating Debt arising under escrows, trusts, custodianships, separate accounts, funds withheld procedures, and similar deposits, arrangements or agreements established with respect to insurance policies, annuities, guaranteed investment contracts and similar products underwritten by, or reinsurance agreements entered into by, the Borrower or its Subsidiaries in the ordinary course of business;

(s) Liens on securitized assets so long as such Liens do not encumber any other property of the Borrower or any of its Subsidiaries;

(t) Liens securing Debt or other obligations owed by (i) the Borrower to any Subsidiary of the Borrower, (ii) any Subsidiary of the Borrower to the Borrower, or (iii) any Subsidiary of the Borrower to any Subsidiary of the Borrower;

(u) other Liens securing Operating Debt incurred in the ordinary course of business;

(v) other Liens securing Non-Operating Debt in an amount that does not exceed $500,000,000 at any time; and

(w) Liens securing the refinancing of any Debt or other obligations secured by a Lien permitted hereunder so long as such Liens do not attach to any additional property in connection with such refinancing.

7.02 Indebtedness. Allow the Subsidiaries of the Borrower to create, incur, assume or suffer to exist any Debt for borrowed money in an aggregate amount in excess of $250,000,000, except:

(a) Operating Debt;

(b) Debt of any Subsidiary of the Borrower owing to the Borrower or a Subsidiary of the Borrower (but including any Debt owing to any other Affiliate of the Borrower);

(c) Debt of a registered mutual fund or alternative investment vehicle that is only recourse to such fund or vehicle or to capital commitments made to such fund or vehicle; and

(d) So long as the Guaranty has not been released, Debt for borrowed money of the Guarantor.

7.03 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, except that, so long as no Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries or Persons that become Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary that would not be a wholly-owned Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; and

(b) any Subsidiary may sell, transfer or otherwise dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the transferee must either be the Borrower or a wholly-owned Subsidiary.

7.04 Asset Sales. Sell, transfer, lease or otherwise dispose of the stock, operations, or business assets of the Borrower or any of its Subsidiaries in an amount that, individually or in the aggregate, equals or exceeds an amount equal to 40% of the consolidated assets of the Borrower and its Subsidiaries as of December 31, 2018. Notwithstanding the foregoing, any sale, transfer, lease or other disposition by any Insurance Subsidiary, in which the Net Cash Proceeds, if any, thereof are retained by such Insurance Subsidiary, shall not be deemed to be a sale, transfer, lease or other disposition for purposes of this Section 7.04.

7.05 Use of Proceeds. (a) Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Debt originally incurred for such purpose; or (b) request any Credit Extension, nor use (or permit the use by any of its Subsidiaries or its or their respective directors, officers, employees and agents) the proceeds of any Credit Extension, whether directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, or (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any other manner, in each case, as would result in the violation of any Sanctions applicable to any party hereto.

7.06 Financial Covenants.

(a) Net Worth. Permit Net Worth, measured as of the last day of any fiscal quarter, to be less than the sum of (i) $6,150,000,000 plus (ii) an amount equal to 50% of any increase in Net Worth of the Borrower and its Subsidiaries after June 30, 2019 by reason of the issuance of common stock or other ownership interests of the Borrower or any of its Subsidiaries.

(b) Debt to Capital Ratio. Permit the ratio of the total amount of Debt of the Borrower and its Subsidiaries to the amount of Total Capitalization of the Borrower and its Subsidiaries to be greater than 35% as to the last day of any fiscal quarter.

Article VIII.
Events of Default and Remedies

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, any fee due hereunder or any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.03(a) or 6.05 (as to the Borrower) or Article VII; or

(c) Other Defaults. The Borrower fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice thereof from the Administrative Agent; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect (or incorrect in any material respect if such representation or warranty is not qualified by materiality or Material Adverse Effect) when made or deemed made; provided that any restatement of the Audited Financial Statements pursuant to financial statements delivered pursuant to Section 6.01 shall not cause any representation or warranty set forth in Section 5.05(a) to be incorrect at the time made unless such restatement is material and adverse to the Lenders; or

(e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Debt or Guarantee (other than with respect to (I) the Obligations, (II) Debt under Swap Contracts, and (III) Operating Debt which is recourse only to a Subsidiary of the Borrower which is a special purpose life insurance captive vehicle) having an aggregate principal amount (including undrawn committed or available amounts

and including amounts owing to all creditors under any combined or syndicated credit arrangement) exceeding the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Debt or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Debt or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Debt to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Debt to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded, if the aggregate principal amount of such Debt or Guarantee exceeds the Threshold Amount; or (ii) the Borrower or any Subsidiary fails to make when due one or more required payments under one or more Swap Contracts (whether as a result of the occurrence of an Early Termination Date (as defined in such Swap Contract) or otherwise) in an aggregate amount exceeding the Threshold Amount, and, in the case of any failure or default described in this Section 8.01(e), such failure or default has not been cured by the Borrower or its Subsidiaries or waived prior to the exercising of any remedies pursuant to Section 8.02; or

(f) [reserved];

(g) Insolvency Proceedings, Etc. The Borrower or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(h) Inability to Pay Debts; Attachment. (i) The Borrower or the Guarantor becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(i) Judgments. There is entered against the Borrower or any Subsidiary (i) one or more non-appealable final judgments or orders by a court of competent jurisdiction for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments by a court of competent jurisdiction that have, or would reasonably be expected

to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) such judgment or order is not paid within 60 days or there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(k) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or the Borrower, the Guarantor or any other Person contests in any manner the validity or enforceability of any Loan Document; or the Borrower or the Guarantor denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(l) Change of Control. There occurs any Change of Control.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans, any obligation of each Fronting L/C Issuer or each Lender, as applicable, to make L/C Credit Extensions and any obligation of the Swing Line Lender or any Lender, as applicable, to make, maintain or participate in Swing Line Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower;

(c) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself, the Lenders, the Fronting L/C Issuers and the Several L/C Agent all rights and remedies available to it, the Lenders, the Fronting L/C Issuers and the Several L/C Agent under the Loan Documents;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans, any obligation of each Fronting L/C Issuer or each Lender, as applicable, to make L/C Credit Extensions and any obligation of the Swing Line Lender or any Lender, as applicable, to make, maintain or participate in Swing Line Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities and expenses (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Fronting L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the Fronting L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, Unreimbursed Amounts and other Obligations, ratably among the Lenders and the Fronting L/C Issuers in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and Unreimbursed Amounts, ratably among the Lenders and the Fronting L/C Issuers in proportion to the respective amounts described in this clause Fourth held by them;

Fifth, to the Administrative Agent for the account of the Fronting L/C Issuers or the Lenders, as applicable, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.01 and 2.15; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Sections 2.01(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all

Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

Article IX.
Administrative Agent

9.01 Appointment and Authority.

(a) Each of the Lenders, the Fronting L/C Issuers and the Several L/C Agent hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders, the Fronting L/C Issuers, and the Several L/C Agent, and neither the Borrower nor the Guarantor shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(b) The Fronting L/C Issuers and the Several L/C Agent, as applicable, shall act on behalf of the Lenders with respect to the Fronted Letters of Credit or the Several Letters of Credit, as applicable, and the documents associated therewith, and the Fronting L/C Issuers and the Several L/C Agent, as applicable, shall have all of the benefits and immunities (i) provided to the Administrative Agent in this Article IX with respect to any acts taken or omissions suffered by the Fronting L/C Issuers or the Several L/C Agent, as applicable, in connection with Letters of Credit issued by it or proposed to be issued by it and the applications and agreements for letters of credit pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in this Article IX and in the definition of “Agent-Related Person” included the Fronting L/C Issuers and the Several L/C Agent with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Fronting L/C Issuers and the Several L/C Agent, as applicable.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent or the Arrangers, as applicable, shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender, a Fronting L/C Issuer or the Several L/C Agent.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or a Fronting L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Fronting L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such Fronting L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub‑agents appointed by the Administrative Agent. The Administrative Agent and any such sub‑agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub‑agent and to the Related Parties of the Administrative Agent and any such sub‑agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with bad faith, gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Fronting L/C Issuers, the Several L/C Agent and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, subject to the acceptance of such appointment by such successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders, the Fronting L/C Issuers and the Several L/C Agent, appoint a successor Administrative Agent meeting the qualifications set forth above, subject to the acceptance of such appointment by such successor, provided that in no event shall any such successor

Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender, each Fronting L/C Issuer and the Several L/C Agent directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as a Fronting L/C Issuer, Several L/C Agent and the Swing Line Lender.

(e) If Bank of America resigns as a Fronting L/C Issuer or Several L/C Agent, it shall retain all the rights, powers, privileges and duties of a Fronting L/C Issuer or the Several L/C Agent hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as a Fronting L/C Issuer or the Several L/C Agent, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.01(c). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). In the event of any such resignation as a Fronting L/C Issuer, Several L/C Agent or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as Several L/C Agent or Swing Line Lender, as the case may be. Upon the appointment by the Borrower of a successor Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender) and the acceptance by such successor of such appointment, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent or Swing Line Lender, as applicable, (ii) the retiring Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Fronting L/C Issuer shall issue letters of credit in substitution for the Fronted Letters of Credit issued by Bank of America, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Fronted Letters of Credit.

9.07 Non-Reliance on Administrative Agent, the Arrangers and the Other Lenders. Each Lender, each Fronting L/C Issuer and the Several L/C Agent expressly acknowledges that none of the Administrative Agent nor the Arrangers has made any representation or warranty to it, and that no act by the Administrative Agent or the Arrangers hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of the Borrower or the Guarantor of any Affiliate thereof, shall be deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any Lender. Fronting L/C Issuer or the Several L/C Agent as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in their (or their Related Parties’) possession. Each Lender, each Fronting L/C Issuer and the Several L/C Agent represents to the Administrative Agent and each Arranger that it has, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower

and the Guarantor and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender, each Fronting L/C Issuer, and the Several L/C Agent also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Arranger, any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the Guarantor. Each Lender, each Fronting L/C Issuer and the Several L/C Agent represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender, Fronting L/C Issuer or Several L/C Agent for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Fronting L/C Issuer or Several L/C Agent, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender, each Fronting L/C Issuer and each Several L/C Agent agrees not to assert a claim in contravention of the foregoing. Each Lender, each Fronting L/C Issuer and each Several L/C Agent represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Fronting L/C Issuer or such Several L/C Agent, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the Arrangers, Book Managers, Syndication Agents listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender, a Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to the Borrower or the Guarantor, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Fronting L/C Issuers, the Several L/C Agent and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Fronting L/C Issuers, the Several

L/C Agent and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Fronting L/C Issuer, the Several L/C Agent and the Administrative Agent under Sections 2.01(i) and 2.01(j), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender, each Fronting L/C Issuer and the Several L/C Agent to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, the Fronting L/C Issuers and the Several L/C Agent, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender, any Fronting L/C Issuer or the Several L/C Agent any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender, aby Fronting L/C Issuer or the Several L/C Agent to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

9.10 Release of Guaranty. Provided that no Event of Default then exists, the Lenders, the Fronting L/C Issuers and the Several L/C Agent irrevocably authorize the Administrative Agent, at the request of the Borrower, to release (and the Administrative Agent shall release) the Guarantor from its obligations under the Guaranty if at the time of such release (including as the result of a payment made concurrently with such release), the Debt for borrowed money of Subsidiaries of the Borrower (other than (a) Operating Debt and other Debt of any Subsidiary of the Borrower owing to the Borrower or another Subsidiary of the Borrower (but including (i) any Debt owing to any other Affiliate of the Borrower and (ii) any Guarantees by Subsidiaries of Debt of the Borrower or another Subsidiary of the Borrower owing to any Person other than the Borrower or its Subsidiaries) and (b) Debt of a registered mutual fund or alternative investment vehicle that is only recourse to such fund or vehicle or to capital commitments made to such fund or vehicle) does not exceed an aggregate amount equal to $250,000,000.

Article X.
Miscellaneous

10.01 Amendments, Etc. Subject to Section 3.03(c), no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or the Guarantor therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the Guarantor, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance

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and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.01 without the written consent of each Lender;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Aggregate Commitments hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or Unreimbursed Amount, or (subject to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be required to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate:

(e) change Section 8.03 or any other provision of this Agreement in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or “Applicable Percentage” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender; or

(g) release the Guarantor from the Guaranty without the written consent of each Lender, except in accordance with Section 9.10 (in which case such release may be made by the Administrative Agent acting alone).

and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by each then acting Fronting L/C Issuer, the Several L/C Agent or each Limited Fronting Lender, as applicable, in addition to the Lenders required above, affect the rights or duties of the such Fronting L/C Issuers, the Several L/C Agent or such Limited Fronting Lender, as applicable, under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the

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Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the Several L/C Agent or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender or Fronting L/C Issuer, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders, the Fronting L/C Issuers and the Several L/C Agent hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender, any Fronting L/C Issuer or the

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Several L/C Agent pursuant to Article II if such Lender, such Fronting L/C Issuer and the Several L/C Agent, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the Several L/C Agent or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefore; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any Agent-Related Person (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any Fronting L/C Issuer, the Several L/C Agent or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, the Guarantor’s or the Administrative Agent’s transmission of Borrower Materials through the Internet.

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the Several L/C Agent and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender or Fronting L/C Issuer may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Several L/C Agent and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

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Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent, Fronting L/C Issuers, Several L/C Agent, Swing Line Lender and Lenders. The Administrative Agent, the Fronting L/C Issuers, the Several L/C Agent, the Swing Line Lender and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Fronting L/C Issuers, the Several L/C Agent, the Swing Line Lender and the Lenders and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender, any Fronting L/C Issuer, the Several L/C Agent or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrower or the Guarantor shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender and the Swing Line Lender; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or the Swing Line Lender, as applicable, from

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exercising the rights and remedies that inure to its benefit (solely in its capacity as a Fronting L/C Issuer, the Several L/C Agent, a Limited Fronting Lender or the Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to the Borrower or the Guarantor under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and the Agent-Related Persons (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable and documented out-of-pocket expenses incurred by any Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender, any Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender, any Fronting L/C Issuer, the Several L/C Agent or any Limited Fronting Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, each Fronting L/C Issuer, the Several L/C Agent and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of one firm of primary counsel for the Administrative Agent and one firm of primary counsel for the other Indemnitees, unless such other Indemnitees cannot be represented by one primary firm due to conflicts of interest, in which case the other Indemnitees shall be indemnified from and against and reimbursed for the reasonable and documented fees, disbursements and other charges of such number of other counsel as are

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necessary in light of such conflicts of interest), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by any Fronting L/C Issuer or the Several L/C Agent to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any other claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that (x) such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee, (y) such losses, claims, damages, liabilities or related expenses result from a claim brought by the Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) such indemnity is for any action, claim, litigation or proceeding solely among the Indemnitees (other than a claim, litigation or proceeding against an Arranger or the Administrative Agent in their capacities as such) so long as such action, claim, litigation or proceeding is not attributable to any act or omission by, or on behalf of, the Borrower. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting the obligation of the Borrower under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Fronting L/C Issuer, the Several L/C Agent, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as

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the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor.

(f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent, the Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or any Lender, or the Administrative Agent, any Fronting L/C Issuer, the Several L/C Agent, any Limited Fronting Lender or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Fronting L/C Issuer, the Several L/C Agent, such Limited Fronting Lender or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender, each Fronting L/C Issuer, the Several L/C Agent, and each Limited Fronting Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent,

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plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders, the Fronting L/C Issuers, the Several L/C Agent and any Limited Fronting Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Fronting L/C Issuers, the Several L/C Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. The parties hereby agree BofA Securities may, without notice to the Borrower, assign its rights and obligations under this Agreement and the other Loan Documents to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the Closing Date.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in

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effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $10,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and

(C) the consent of each then acting Fronting L/C Issuer, the Several L/C Agent and the Swing Line Lender shall be required for any assignment.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or

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(B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any Fronting L/C Issuer, the Several L/C Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

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(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, the Administrative Agent, any then acting Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender, sell participations or subparticipations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders, the Fronting L/C Issuers and the Several L/C Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under subsection (b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment

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results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04, than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 3.01(e) as though it were a Lender.

(f) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Resignation as Fronting L/C Issuer, Several L/C Agent or Swing Line Lender after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as a Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America) or Several L/C Agent and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as a Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent

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or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as a Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent or Swing Line Lender, as the case may be. If Bank of America resigns as a Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America) or Several L/C Agent, it shall retain all the rights, powers, privileges and duties of a Fronting L/C Issuer or Several L/C Agent hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as a Fronting L/C Issuer or Several L/C Agent and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.01(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent and/or Swing Line Lender and the acceptance by such successor of such appointment, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Fronting L/C Issuer (with respect to Fronted Letters of Credit issued by Bank of America), Several L/C Agent or Swing Line Lender, as the case may be, and (b) the successor Fronting L/C Issuer shall issue letters of credit in substitution for the Fronted Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Fronted Letters of Credit issued by Bank of America.

10.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders, the Fronting L/C Issuers and the Several L/C Agent agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Related Parties on a need-to-know basis (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority having jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(d) or (ii) any actual or prospective party (including a trustee) (or its Related Parties) to any swap, derivative, credit insurance, or other transaction under which payments are to be made

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or may be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) the CUSIP Service Bureau or any similar agency in connection with the application, issuance, publishing and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder or (iii) such Person’s auditors on a need to know basis in connection with the audit of such Person’s books and records, (h) on a confidential basis to a Federal Reserve Bank or other central bank in connection with a pledge or assignment of a security interest pursuant to Section 10.06(f), (i) with the consent of the Borrower or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent, any Lender, any Fronting L/C Issuer and the Several L/C Agent or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower, or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or the Guarantor or violating the terms of this Section 10.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, any Fronting L/C Issuer or the Several L/C Agent on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders, the Fronting L/C Issuers and the Several L/C Agent acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws.

10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each Fronting L/C Issuer and the Several L/C Agent and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, each Fronting L/C Issuer, the Several L/C Agent or any such Affiliate to or for the credit or the account of the Borrower or the Guarantor, as the case may be, excluding any custodial, trust or special reserve accounts, against any and all of the obligations of the Borrower

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or the Guarantor, as the case may be, now or hereafter existing under this Agreement or any other Loan Document to such Lender, such Fronting L/C Issuer, the Several L/C Agent or their respective Affiliates, irrespective of whether or not such Lender, such Fronting L/C Issuer, the Several L/C Agent or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or the Guarantor, as the case may be, may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender, such Fronting L/C Issuer or the Several L/C Agent different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Fronting L/C Issuers, the Several L/C Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Fronting L/C Issuer, the Several L/C Agent and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Fronting L/C Issuer, the Several L/C Agent or their respective Affiliates may have. Each Lender, each Fronting L/C Issuer and the Several L/C Agent agree to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or the L/C Obligations or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the Several L/C Agent (including when acting a Fronting L/C Issuer) constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other

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parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, telecopy or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement.

10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent, any Fronting L/C Issuer, the Several L/C Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent, any Fronting L/C Issuer, the Several L/C Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan, the L/C Obligations or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Several L/C Agent or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders. If the Borrower is entitled to replace a Lender pursuant to the provisions of Section 3.06, if any Lender is a Defaulting Lender or Non-Consenting Lender, or if any Lender is an Affected Lender or a Non-NAIC Approved Bank or if any other circumstance exists hereunder that gives the Borrower the right to replace a Lender as a party hereto, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Obligations, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents

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(including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws; and

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (a) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE IN ANY WAY RELATING

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TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH OF THE PARTIES HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Borrower and the Guarantor acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i)(A) the arranging

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and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders, are arm’s-length commercial transactions between the Borrower, the Guarantor, and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the Guarantor has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Borrower and the Guarantor is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii)(A) the Administrative Agent, each of the Arrangers and each of the Lenders each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for each of the Borrower and the Guarantor or any of their respective Affiliates, or any other Person and (B) none of the Administrative Agent, any Arranger nor any Lender has any obligation to each of the Borrower and the Guarantor or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the Guarantor, and their respective Affiliates, and none of the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, the Guarantor or their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and the Guarantor hereby waives and releases any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.17 Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated hereby (including, without limitation, any Assignment and Assumptions, amendments or other modifications (including waivers and consents), Committed Loan Notices, Swing Line Loan Notices) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.

10.18 General Guarantee Agreement. The Administrative Agent and Lenders agree that the General Guarantee Agreement shall not apply to any Borrowing or other obligation under this Agreement. The Administrative Agent and the Lenders shall not be entitled to enforce any rights under the General Guarantee Agreement with respect to any Borrowing or other obligation under this Agreement. The Administrative Agent and Lenders waive all rights and remedies they may

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have under the General Guarantee Agreement with respect to any Borrowing or obligation under this Agreement. For the avoidance of doubt, any Borrowing or other obligation under this Agreement is not an Obligation as defined in the General Guarantee Agreement. This Section 10.18 does not in any way limit any obligation of the Guarantor under the Guaranty.

10.19 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and any other Applicant, which information includes the name and address of the Borrower and any other Applicant and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and any other Applicant in accordance with the Act. The Borrower and any other Applicant shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.20 [Reserved]

10.21 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

10.22 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any

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rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

10.23 Lender ERISA Representations.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, the Arrangers, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or Guarantor, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments;

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement;

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement; or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

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(b)

In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

10.24 Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

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(b) As used in this Section 10.24, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[Signature Pages Follow]

123

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

VOYA FINANCIAL, INC.

By: /s/ David S. Pendergrass

Name: David S. Pendergrass

Title: Senior Vice President and Treasurer

By: /s/ Kevin J. Reimer

Name: Kevin J. Reimer

Title: Vice President and Assistant Treasurer

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

To induce the Credit Parties (as defined in the Guaranty) to enter into this Agreement, the undersigned hereby (a) consents to the execution and delivery of this Agreement and to the terms and conditions hereof, (b) agrees that such execution and delivery in no way release, diminish, impair, reduce, or otherwise adversely affect the obligations or undertakings of the undersigned under the Guaranty and (c) ratifies and confirms the obligations and undertakings of the undersigned under the Guaranty.

VOYA HOLDINGS INC.

By: /s/ David S. Pendergrass

Name: David S. Pendergrass

Title: Senior Vice President and Treasurer

By: /s/ Kevin J. Reimer

Name: Kevin J. Reimer

Title: Vice President and Assistant Treasurer

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

BANK OF AMERICA, N.A., as Administrative Agent

By: /s/ Aamir Saleem

Name: Aamir Saleem

Title: Vice President

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

BANK OF AMERICA, N.A., as Swing Line Lender, Several L/C Agent, and a Lender

By: /s/ Hema Kishnani

Name: Hema Kishnani

Title: Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

BANK OF AMERICA, N.A., as Fronting L/C Issuer

By: /s/ Hema Kishnani

Name: Hema Kishnani

Title: Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

CITIBANK, N.A., as a Lender

By: /s/ Maureen Maroney

Name: Maureen Maroney

Title: Vice President

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

JP Morgan Chase Bank, N.A., as a Lender

By: /s/ Karole Dill Barkley

Name: Karole Dill Barkley

Title: Vice President

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

Mizuho Bank, Ltd., as a Lender

By: /s/ Donna DeMagistris

Name: Donna DeMagistris

Title: Authorized Signatory

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

MUFG Bank, Ltd., as a Lender

By: /s/ Jeanne Horn

Name: Jeanne Horn

Title: Managing Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

U.S. Bank National Association, as a Lender

By: /s/ Tenzin Subhar

Name: Tenzin Subhar

Title: Vice President

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

Barclays Bank PLC, as a Lender

By: /s/ Craig J. Malloy

Name: Craig J. Malloy

Title: Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

BMO Harris Bank N.A., as a Lender

By: /s/ Benjamin Mlot

Name: Benjamin Mlot

Title: Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

BNP Paribas, as a Lender

By: /s/ Marguerite L. Lebon

Name: Marguerite L. Lebon

Title: Vice President

By: /s/ Hampton Smith

Name: Hampton Smith, CFA

Title: Managing Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

COMMERZBANK AG, New York Branch, as a Lender

By: /s/ Michael McCarthy

Name: Michael McCarthy

Title: Managing Director

By: /s/ Barry Feigenbaum

Name: Barry Feigenbaum

Title: Managing Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender

By: /s/ Virginia Cosenza

Name: Virginia Cosenza

Title: Vice President

By: /s/ Ming K. Chu

Name: Ming K. Chu

Title: Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By: /s/ Devin Faddoul

Name: Devin Faddoul

Title: Assistant Vice President

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

Royal Bank of Canada, as a Lender

By: /s/ Tim Stephens

Name: Tim Stephens

Title: Authorized Signatory

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

The Bank of Nova Scotia, as a Lender

By: /s/ Kevin Chan

Name: Kevin Chan

Title: Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

Wells Fargo Bank, National Association, as a Lender

By: /s/ Karen Hanke

Name: Karen Hanke

Title: Managing Director

Signature Page to
Third Amended and Restated Revolving Credit Agreement (Voya Financial)

Exhibit 31.1

CERTIFICATION

I, Rodney O. Martin, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Voya Financial, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:		November 6, 2019

By:	/s/	Rodney O. Martin, Jr.
		Rodney O. Martin, Jr. Chairman and Chief Executive Officer
		(Duly Authorized Officer and Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Michael S. Smith, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Voya Financial, Inc.;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.



Date:		November 6, 2019

By:	/s/	Michael S. Smith
		Michael S. Smith Executive Vice President and Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

Exhibit 32.1

CERTIFICATION

Pursuant to 18 U.S.C. §1350, the undersigned officer of Voya Financial, Inc. (the "Company") hereby certifies that, to the officer's knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



November 6, 2019	By:	/s/	Rodney O. Martin, Jr.
			Rodney O. Martin, Jr.
			Chairman and Chief Executive Officer

Exhibit 32.2

CERTIFICATION



November 6, 2019	By:	/s/	Michael S. Smith
			Michael S. Smith
			Executive Vice President and Chief Financial Officer