Before we get started, there are important disclosures. Please see Morgan Stanley research disclosure website at www.morganstanley.com/researchdisclosures. If you have any questions, please reach out to your Morgan Stanley sales representative. Together with me on this session is Rod Martin, Chairman and CEO, Mike Smith, Vice Chairman and CFO, and Rob Grubka, CEO of Health. Good place to start would be with capital. You're blessed with excess capital, very envious position to be in, and I think a lot of investors are looking at what are the main uses are for that. Clearly, you've already talked about buying back $1 billion worth of stock, other things like acquisitions have come up. Thought that'd be a good place to start. Nigel, good afternoon. Thank you. I'll jump in, we will all toggle back and forth. We're committed to deploying capital in ways that will increase shareholder value. There's three principal themes that we've talked about, investments in our business to continue to enhance growth, dividends and share repurchases. We've recently increased our dividend, and as you just mentioned, we've committed to buying back at least $1 billion of shares in 2021. We are also open to inorganic opportunities, they must present a compelling strategic fit that meet our financial hurdles. As a base point to start, that's the frame, and it's really the same philosophy, and same discipline that Mike and I and our team have demonstrated in returning the nearly $7 billion of capital that we've done to this point. Mike? Thank you, Rod. Look, I think for the balance of 2021, we got about $1.4 billion of proceeds from the transaction, the life transaction that is. We ended the first quarter with $1.6 billion of excess capital. Our current plans would be to return about, for the total of 2021, in excess of $1 billion in share repurchase. There will also be a significant portion of the proceeds devoted to debt paydown. That would be in the range of $600 million-$800 million. We've already made a good start on both of those. In the first quarter, we had a little over $250 million worth of stock repurchase, and we paid down $75 million in debt. We have said, and will continue to practice as we have for a long time, we're going to approach the share repurchases over the course of the year in a ratable fashion. Think of that as $250 million a quarter as kind of a baseline. We'll lean in where share price seems to present an opportunity, and we may lean back a little bit when share price does not wild swings. I think our view is that a steady, consistent pace to deploying excess capital will serve us well over the long term, as it has, as I mentioned before, and as Rod mentioned, in the nearly $7 billion of capital we've returned to shareholders since IPO. Let me just probe a little more on the acquisition side. How should we think about the maximum size or the sweet spot of deals that you would be looking at? Am I right to assume that they are all going to be focused on being complementary to your existing business? It is not necessarily going to expand into very different businesses than what you are currently in. When you look at the financial criteria, what is the kind of criteria that you are looking at? Does it have to be accretive relative to buybacks, and if so, over what kind of timeframe? Just be interested to know a few more details there as well. Sure, Nigel. I will begin, and again, Mike will add. Part of what we have talked about in the most recent earnings calls are focused on the workplace around wealth and health, as well as the asset management connectivity and the intersection that presents itself. As an outcome of the pandemic, we are hearing more and more from employers about the need for greater understanding of the benefits that are being provided and the need for simplicity in that experience, both the company experience and the participant experience. That is where we are looking, and we are looking for and around, again, investments that will support that enhancement or capabilities that can add to, again, enhance that growth rate. Mike? As Rod said, we are focused on the opportunities that will enhance growth in the space. In direct answer to the second question, Nigel, definitely things that would be adjacent to our current businesses, additional capabilities that will enable us to engage employees better, to integrate the experience better, to understand their total benefits package in a different way, and make better choices that will ultimately help them achieve better outcomes. We have not set any limits or dimensions on size. I do not think it serves us well to constrain ourselves. I think we are open to any number of opportunities, both bolt-on or what people have talked about as bolt-on, as well as other things potentially larger, but they would have to make a lot of sense within that context. They also have to make financial sense. You mentioned relative to share buybacks. The idea that any acquisition needs to be accretive within 24 months under reasonable assumptions relative to buybacks remains a very important consideration, along with all the other characteristics that I just mentioned. I do not want to oversell the idea of an acquisition. It is an important opportunity for us. It is a new position for us in many ways, having completed the transition from what we were to what we are now, and we are excited about the opportunities to grow both inorganically and even more organically. Looking forward to that. Right. Just a bit of a different topic, but an important one for you. The area of expense reduction has always been a key element of the investment story at Voya. You've done a lot with regards to reducing your expenses. How much additional potential is left? I know you've got the stranded cost from the Life sale, which has been the other key focus, but just be interested in an update as to how much additional opportunity you see through expense initiatives going forward. Well, Nigel, I think we're pretty comfortable that we'll be able to address the stranded costs from the Life transaction, as well as the relatively small additional amount that comes from the sale of the financial planning channel. That should occur over the course of 2022, and I think as you think about the impact of stranded costs, think of that as coming off largely ratably, kind of in a linear fashion. That'll be good enough, I think for most modeling purposes, and to the extent it's going to be different quarter to quarter, we may signal something. What's coming off are both the expenses are being eliminated, but also there are transition service arrangement fees coming to us that will peel off over time as well. The net of all of that should be a relatively straight path to being completely solved by the end of 2022. Look, there are always opportunities to become more efficient. There will always be going forward opportunities. Technology allows us to make changes. We're looking at sourcing our workforce in different ways and certainly the pandemic opens up new opportunities for us to recruit talent in different places and so on. We'll continue to look for opportunities. I think, to your point, some of the low-hanging fruit, if you will, is probably picked, but there's still, I think, ample opportunity for us to continue to become more efficient and keep pace with the progress that our competitors and the market will demand. Okay. Nigel, just to build on what Mike said, one of the outcomes of the focus that we've had on expense reduction as we've gone through the right sizing of our portfolio and the de-risking is the discipline of continuous improvement, and frankly embedded now in the culture because it's been eight years. It gives me and Mike and the team a lot of confidence that as we look at the ordinary course of business and the need to continue to find a better way, we'll be able to carry that forward in reinforcing the point that Mike just made. Nigel? Great. I guess the next area, just wanted to move on to the retirement space. It's generally been a business that people have viewed positively, but there has been, I guess, escalating concern about fee compression, the overall state of the industry. I think some people are beginning to find it a little more difficult to effectively generate the target returns which they had been getting in previous years. Your view as to the attractiveness of the market, have things got incrementally competitive? Is the growth potential still there? Well, I'll start. Look, the current market conditions are, in our view, not that much different from the way the market has always been. There's always been a focus on fees. There's always been pressure on fees. I think there's been a long-standing trend of fees have been gradually coming down, but so have our cost. Our cost per participant, a factor, a statistic we manage closely has been also coming down. We're driving efficiency both through scale and also by becoming just better operators. We're able to pass that on through lower fees. We expect the fee rate to continue to decline. We've pointed to about 1 basis point a quarter. We think that will slow in the coming period. We think our growth in the mid-market space will help us a bit as we're able to drive a little bit higher fees there relative to some of the plans that we've been seeing in the larger space. The business mix will drive a little bit of that slowing as well. We'll continue to drive efficiency through our technology. We think we have adequate scale. We're broadly well-positioned in all market segments. We feel good about our position in the retirement space generally. I think that the view of the market is one that's been driven by. There are a lot of competitors. There are a lot of players in the retirement space. Not to get ahead of your questions, Nigel, but I do think that some of them who are smaller are feeling the pressure. Those who don't have the capabilities and the need to continue to keep up with the big players such as us is really putting a lot of pressure on them. I think that's partly why we're hearing a lot about it. We've been able to grow quite well. We're taking share, and we feel like we've got the right capabilities and are going to be able to continue to generate meaningful earnings growth in the retirement space going forward. Just to think about- How you want- Sorry, go ahead. I'm sorry. A data point that we've shared with this audience before, if you look back approximately 10 years, the top 10 players in the retirement space had about 50% of the AUM in the 401 business. Today, that's 75%. There's, as Mike just pointed out, about 40 or 50 other players. Again, we've got 6 million participants. The business is quite, I'll use a term we use, ratably allocated between Voya and four or five other key players in the marketplace. As Mike said, we've been gaining share. By way of example, we've added, Mike, I think, a little north of 800,000 participants organically in the last couple of years, including through the pandemic. That's right. Just as we think about the earnings potential pension, it's also influenced heavily by the macro environment, just what's happening with equity markets and interest rates. Clearly, interest rates has been a headwind for the industry for some time. Should that influence be coming down? I'm guessing your fixed bucket isn't necessarily growing at the same pace as your overall business. Is that kind of going away? Similarly on the equity market side, how much of a benefit is that providing to your earnings prospects going forward as well? That's a wide-ranging question, Michael. Let me start. Let's talk about interest rates. Certainly relative to the Voya of old, it's definitely a much less of an impact in terms of interest rates. That'll be seen both in terms of ongoing earnings drag as well as, quite honestly, the volatility that one could see in the balance sheet through some of the periodic unlocks that we would have experienced in the past, right? We've taken the step of lowering our long-term interest rate assumption to 2%. Also, I think it'll help as we transition to the new accounting rules under the Long-Duration Targeted Improvements that are coming in 2023. I think from that standpoint, certainly have made great progress. We still do, though, in the Wealth Solutions business, have a general account part of the business. It's important to specific segments, especially our 403 space, but also in some of our corporate clients. There has been and will continue to be a degree of ongoing pressure. Certainly, the current thinking is interest rates are more likely to go up than down. We don't get all the questions about what happens if rates go to zero and stay there for 20 years anymore. Now it's what happens if rates go to two or three. Assuming that rates do go up, I think that'll be a bit of a benefit. We estimate that if rates go up 100 basis points and stay there, and that's total rate, that's not just treasuries, rate plus spread, that could ultimately add $20 million to $30 million of earnings for us as we're able to incorporate that into the portfolio rate, as well as some other short-term effects. We're pleased to see that there's more of a sense that the rates may be heading to a more historically normal level. That'll certainly slow the rate of decrease in the spread. On the equity markets, it's pretty straightforward. For Voya in total, a 1% move in the S&P, we estimate to be about $4 million to $5 million of earnings pre-tax. I guess if we head it over to the health side. Voluntary has been a key area of growth. Be interested in just learning more about what you've been doing there to help drive that growth. How much additional potential is there ahead? Certainly, you've done some things with regards to overall benefit packages. How does that factor into the growth prospects there as well? I think I'd just start with, let's recognize how we got here and keep executing. As we've continued to reassess what we're doing, we still think a lot of our focus in the Stop Loss space for obvious reasons, the focus on healthcare and medical trend cost and employers continuing to look for ways to better manage and drive and support that cost and support their benefit programs. We still view that as a near 10% type growth opportunity as we move forward. There's ebbs and flows to that, competitive pieces as well as just employers and their willingness to sort of take on the risk, and balance out where they attach deductibles and those things at the individual participant level. Certainly there's a lot of just wind in the sails from a medical trend perspective that's going to continue to drive growth in that space. We've continued to sharpen our focus on the balance of new business growth while relative to sort of pricing on an annual basis, the renewal book. We really like the dynamics of that business and continue to be an important driver for us as we move forward. Secondly, interestingly enough, the number 1 driver of growth has been the supplemental health products. Certainly as consumers and the trends with employers passing along cost and wanting to drive more accountability at the consumer level You're certainly seeing a lot of opportunity, we continue to see a lot of opportunity for supplemental health benefits that fit alongside high-deductible health plans, HSA products. Again, the supplemental health products are a powerful combination in which to enable consumers to balance out and decide what the right approach to them, more fully insured versus a high-deductible approach. There's pros and cons. How do we, as a company, fit into helping them figure that out is something we want to continue to lean into. The last few years have certainly been strong growth. We were recognized this year for the second year as being one of the top grower in the larger segment of the provider space for supplemental benefits. Certainly proud of what the team's accomplished there. We've got, I think, a combination of good product, really strong distribution and distribution relationships in the field. That's a space and a business product set that is tough to administer. You've got to get the consumer experience, the employer experience dialed in right, and we've been successful at doing that. Again, both of those, I think, are going to be important drivers of growth as we move forward. Swinging around to the life side of the business and leave management side of the business. That's an area where, as this market tends to do, looks for opportunities to bundle things together and create packages and shopping experiences for employers that is a little bit more bundled. We've seen a lot of that trend accelerate over the last couple of years, where people are a third of the time actively shopping both supplemental benefits as well as the life disability leave management and potentially other products all at the same time. That's a dynamic we'll see continue to play out, I think, as we move forward and just try to, again, manage the change, drive strength of relationships, and we are excited about our ability to help influence that. Those are a few of the headlines, Nigel. Maybe I'll take a pause there, and we can go further. I guess one thing we should also touch on is just the overall state of competition. I was speaking to one of your competitors earlier this morning, they were saying that they've begun to see some signs of competition picking up. Is that something which you've also seen? Any color there would be great. Sure. Look, I think this is a space that as Rod and Mike were alluding to on the Wealth Solutions side of things, there's plenty of people to compete against. Obviously, this is a part of the marketplace where we just all experienced and went through a pandemic. You had winners and losers over the last 12, 18 months of people that maybe had traction, lost it, trying to get it back. More people just interested in getting into this part of the marketplace. I think what I'd say the headline is, yep, there's competition. There has been. There will continue to be. I don't view it as irrational or anything bordering along that. I think it's just normal course, working through a cycle. Again, given what we just went through with the pandemic, I think some people are maybe going to spring back a little bit harder than others. We'll see how that plays out. Again, over time, as you look at the products that we sell, we get in Stop Loss and ability to re-rate that business every year. The life side of the business maybe it's three years, maybe it's five years as you get in the larger end of the marketplace. Then with the supplemental benefits, generally every three years. There's a cadence and a pace of change in the market that is driven by that. It may heat up here for a period of time, I think it's also a marketplace that has shown resilience and a long-term bias towards balanced approach to pricing. We'll see how that plays out, and we'll be on our toes to do it. Just on the last one on this area, just with the pandemic, should we expect the influence on your group life to kind of dissipate off pretty quickly as the COVID incidence rates and death rates have come down? Is there going to be some sort of lag in reporting that could still be impacting you for several quarters? Yeah. We certainly for 2Q expect there to be a lag. We talked a fair amount about that during the call and setting expectations around that. First quarter, we obviously expect that to be the high point. Second quarter, step down, third and fourth, certainly expect a bigger step down. We're pretty confident in what we're seeing in the trend line, as you just called out. The pace may ebb and flow a little bit, at this point, we expect it to step down pretty considerably into third and fourth quarter. Second quarter will still be a bit elevated. We'll see how it plays out from there as the trajectory of things may evolve. Rod, just to maybe put some numbers to that. We said $20 million for the second quarter of COVID deaths, $10 million spread over the balance of 2021. That assumes that the pandemic remains relatively contained and doesn't result in lots of significant increase in deaths. The $20 million is very much a factor of the lag, I think we feel pretty good about that number. We'll be in that ballpark is our best view at this point. Rob, could you add just a bit on how the pandemic has affected the consumer and their interest in particularly voluntary products? Yeah, sure. This has been one of those events where it's just an eye-opener for everybody. I think the long-term view is obvious. It's going to get people paying more attention. It's what we've seen and heard, you've got the near-term reality of very different enrollment cycle this past year. We saw net positives and net negatives when you looked at it at a case level. Overall, we really are proud really of the participation that maintained and where we were able to sort of dig deeper with particular clients. The pandemic impacts were certainly felt differently at different industries, at different points in the year or different regions in the country. You had some of that noise that was obviously going to change sort of the path of things for this enrollment cycle. Long term, the interest in what we're doing, I think the importance of what the industry is doing on this topic, there's a lot more upside as we see things playing out from here, I think we all have an opportunity to really educate better. Mike alluded to it before. How do we guide better? How do we inform better? How do we partner better with broker consultants and employers across the board? I think there's a lot that we can do better for consumers from here. Again, the long-term trend, I think, is strong. I guess we can circle back to asset management, which is your other large driver. Perhaps we can touch first on the flows. Flows have been relatively good with a couple of bumps here and there. I think people are still concerned longer term that the drive towards passive funds will make that somewhat more challenging. Why isn't that something we should be concerned about? How are you differentiating yourself to kind of get around what has been a pretty prevalent industry-wide kind of challenge? Sure. Nigel. Nigel. Go ahead, Rob. Go ahead, Mike. Go ahead. All right. Nigel, look, the growth that we've had in our asset management business has been really strong, right? We grew over 5% organic growth last year. We're anticipating for 2021 to be between 2% and 4%, and that's even with the kind of soft first quarter, right? That's because we see a really robust unfunded pipeline. We entered the year expecting that. We were sharing that even at the end of fourth quarter. We continue to feel very good about our prospects there in terms of flows. The reason is that we've got, I think, very strong capabilities in the specialty classes, what people would call alternatives and private credit. I mean, we are a leading writer of CLOs, got very strong mortgage products. We, as I mentioned, private credit, very strong commercial mortgage and real estate capabilities, and a very strong private equity firm as well. Those kinds of capabilities are, well, they're not immune to the move to passive, they're not in the bull's eye by any stretch of the imagination. It's a very large addressable market. I mean, there's $14 trillion in this asset class. We think there's plenty of opportunity for us to get our share. We have the performance and the capabilities to back that up. We're looking forward to the balance of 2021, I think things look good from there as well. We're pleased and proud of what the team's been doing. About the margins in that business, you talked about kind of getting it over the 30% range before. That was before the life insurance sale, which obviously kind of changed things. Is this still an attainable goal? Over what kind of timeframe? Yeah. We definitely think it's attainable. We're not ready to share the timeframe just yet. I think at the investor day later this year, we'll have a little bit better sense of the timing of that. We have certainly not in any way yielded on that. You pointed out the reason that we've faced headwinds, that has been first the annuity transaction and then the life insurance transaction. We've reduced the general account assets, which generate significant fees for investment management to use to manage its business. We reduced the general account by more than half over the last four years. Nonetheless, they continue to operate in it with an operating margin in the high 20s. I think with the 30-32 in sight, I think the performance is really just a matter of continuing to drive positive flows and some help from the markets, I think we could get there in a relatively short period of time. I don't think this is a many years thing. I think it's viewable on the horizon in my view. Okay. I guess another topic, which a lot of people have been talking about is tax reform. If the corporate tax rate goes up, the impact it would likely have on you. I know you've got the very large deferred tax asset. Does this get radically written off again, kind of similar to how it was written down previously? Just your views on how tax reform could impact you as well. Yeah. You hit it. If tax rates are the only thing that change, the deferred tax asset gets written up. If it goes to, let's say, 28%, from the current 21%, the impact to GAAP equity would be in the range of $300 million-$350 million, which would be a favorable impact for leverage as well. There would be statutory impacts potentially, depending on what happens with the RBC factors. There's certainly a pull-through on the statutory side would create some additional excess capital, with the statutory deferred tax assets. To the extent that the changes in RBC factors that were made to reflect the lower tax rates a couple of years ago are at least partially reversed. That would be a good guy as well. Obviously, there are a lot of details, anytime I answer questions about tax or tax reform, I have to point out the devil is in the details. All of that I just talked about assumes the only thing that changes is the rate and not the base. There's certainly potential for. There were changes last time, although it doesn't affect us as a non-cash taxpayer, but there were meaningful changes in the way the taxable income was calculated coming out of the last reform. It's possible that could happen again. There's also some discussion of a minimum tax, the rules there will be important for us to understand as well. We're watching it carefully along with everybody else. I don't think we have any clearer crystal ball than anyone else in terms of what's ultimately going to come out of Washington. It's obviously a very complex situation. I certainly feel good about the position we have relative to tax reform compared to many others that I could imagine. You mentioned the statutory impact. Other than tax, is there anything else happening on the statutory side? There's been discussion about the C1 factor changes, discussion about ESG being revamped. Just interested in anything which could impact you from those perspectives as well. No. Look, I think the main one is the C1 factors, and that's gotten some recent momentum. There will be some impact from the refinement of the C1 factors that I'm happy to say that the working group has adopted the more reasonable and appropriate factors from Moody's compared to what had been earlier discussed. That's, I think, a win for the industry. I think for most players, I don't know that I can say all, but certainly for most players, there will be a modest increase in capital. I view that as just a recalibration of RBC. As an example, we're targeting four times the Company Action Level RBC. I would certainly argue that four times is a lot. Perhaps excessive. What we're saying is that part of the reason that it's four times is that there were some known shortcomings of the RBC formula. Now we've fixed one of those. If the overall impact to the industry is, let's call it 25 RBC points, I think many competitors, and we would certainly look at it, would simply lower our targets to reflect the new reality. I don't think this should be a capital call. I don't think that's the right way to look at it. Okay. Very good. Unfortunately, we are out of time. I'd like to thank everyone for joining today, and especially thank the management team of Voya. Really appreciate you spending the time to run through your views with the investment. Thank you again. Thank you. Thank you.