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Voya Financial Inc

For the period ended Sep 30, 2024. Filed Nov 6, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2024 · Filed Nov 6, 2024

VOYA$104.59+5.6%Stored close · as of Nov 9, 2026

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11. Shareholders' Equity

  1. 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)IssuedHeld in TreasuryOutstanding
Balance, January 1, 202397.80.697.2
Common shares issued9.7—9.7
Common shares acquired - share repurchase—5.4(5.4)
Share-based compensation2.10.71.4
Treasury stock retirement(6.0)(6.0)—
Balance, December 31, 2023103.60.7102.9
Common shares issued0.1—0.1
Common shares acquired - share repurchase—6.9(6.9)
Share-based compensation1.70.71.0
Balance, September 30, 2024105.48.397.1

Dividends declared per share of common stock were as follows for the periods indicated:

Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Dividends declared per share of common stock$0.45$0.40$1.25$0.80

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 through 10b5-1 plans, or tender offers. Share repurchase authorizations typically expire if unused by a prescribed date.

As of September 30, 2024, the Company's remaining repurchase capacity under the Board's prior authorization was $382. On October 31, 2024, the Company's Board authorized additional share repurchases of $500. The Company's share repurchase authorization expires on December 31, 2025 (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 Company's Board 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, 2024:

Execution DatePaymentInitial Shares DeliveredClosing DateAdditional Shares DeliveredTotal Shares Repurchased
September 12, 2024$1001,061,853(1)(1)(1)

(1)This arrangement is scheduled to terminate no later than December 31, 2024, at which time the Company will settle any positive or negative share balances based on the daily volume-weighted average price of the Company's common stock.

The following table presents repurchases of our common stock pursuant to 10b5-1 plans and through open market repurchases for the periods indicated:

Nine Months Ended September 30,
20242023
Shares of common stock5,811,1583,107,195
Payment$415$216

Subsequent to September 30, 2024, the Company repurchased 997,994 shares pursuant to a 10b5-1 plan for $81.

Preferred Stock

As of September 30, 2024 and December 31, 2023, there were 100,000,000 shares of preferred stock authorized. Shares of preferred stock issued and outstanding are as follows:

September 30, 2024December 31, 2023
SeriesIssuedOutstandingIssuedOutstanding
7.758% Non-cumulative Preferred Stock, Series A325,000325,000325,000325,000
5.35% Non-cumulative Preferred Stock, Series B300,000300,000300,000300,000
Total625,000625,000625,000625,000

Dividends declaredon preferred stock per share and in the aggregate were as follows for the periods indicated:

Series A · Series B
Three Months Ended September 30,Per ShareAggregatePer ShareAggregate
2024$38.790$13$13.375$4
202330.6251013.3754
Nine Months Ended September 30,
202477.5802540.12512
202361.2502040.12512

As of September 30, 2024, there wereno preferred stock dividends in arrears.

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