Item 2.01 Completion of Acquisition or Disposition of Assets On January 4, 2021, Voya Financial, Inc. (the "Company"), completed the sale of its Individual Life and legacy non-retirement annuities business to affiliates of Resolution Life U.S. Holdings Inc., a Delaware corporation ("Resolution Life US"). Pursuant to the sale, Resolution Life US has acquired all of the shares of the capital stock of Security Life of Denver Insurance Company, a Colorado-domiciled life insurance company ("SLD"), and several other subsidiaries of the Company associated with the Company's life insurance business.

Concurrently with its acquisition by Resolution Life US, SLD entered into reinsurance agreements with ReliaStar Life Insurance Company, an insurance company organized under the laws of the State of Minnesota ("RLI"), ReliaStar Life Insurance Company of New York, an insurance company organized under the laws of the State of New York ("RLNY"), and Voya Retirement Insurance and Annuity Company, an insurance company organized under the laws of the State of Connecticut ("VRIAC"), each of which is a direct or indirect wholly owned subsidiary of the Company. Pursuant to these agreements, RLI and VRIAC have reinsured to SLD a 100% quota share, and RLNY has reinsured to SLD a 75% quota share, of their respective in-scope individual life insurance and annuities businesses. RLI, RLNY, and VRIAC remain subsidiaries of the Company. The transaction has resulted in the Company's disposition of substantially all of its life insurance and legacy non-retirement annuity businesses and related assets.

Resolution Life US is an insurance holding company formed by Resolution Life Group Holdings, L.P., a Bermuda-based limited partnership ("RLGH").

The purchase price received by the Company at the closing was based on estimated amounts and is subject to a post-close true-up mechanism pursuant to which the purchase price will be adjusted based on SLD's adjusted book value as of the closing date. This true-up is currently expected to be completed in the second half of 2021. In addition to cash consideration, proceeds include an approximately $225 million interest in RLGH and certain other affiliates of Resolution Life US, and $123 million principal amount in surplus notes issued by SLD. In connection with the closing, the Company agreed to defer receipt of $100 million in cash proceeds for a period of up to 42 months, subject to an adjustment mechanism based on certain financial contingencies affecting SLD over that period. In addition, in connection with the unwind of certain guarantee obligations affecting portions of SLD's business, in lieu of $60 million of cash proceeds, the Company has received approximately $60 million in additional interests in Resolution Life US affiliates.

In connection with the closing, Voya Investment Management, LLC ("Voya IM"), has entered into agreements to perform asset management services for Resolution Life US. Pursuant to these agreements, Voya IM has been appointed investment manager over approximately $20 billion of SLD's core fixed income and specialty assets.




Item 9.01  Financial Statements and Exhibits
(b)  Pro forma financial information
The pro forma financial information required by Article 11 of Regulation S-X are
attached hereto as Exhibit 99.1 and incorporated by reference herein.
(d)  Exhibits
99.1    Unaudited Pro Forma Con    densed Consolidated Financial Statements
104   Cover Page Interactive Data File (embedded within the Inline XBRL
document)

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