Voya 2013 Annual Report Download - page 108

In November 2008, the Dutch State purchased non-voting core Tier 1 securities from ING Group for a total
consideration of €10 billion and in the first quarter of 2009 ING Group entered into an Alt-A Back-up Facility
with the Dutch State. In connection with the Dutch State Transactions, ING Group accepted certain restrictions
regarding the compensation of certain of its senior management positions. In addition, the Dutch State was
granted the right to nominate two candidates for appointment to ING Group’s Supervisory Board (the
“Supervisory Board”) and the Dutch State’s nominees have veto rights over certain material transactions,
including the issuance or repurchase by ING Group of its shares.
In 2009, ING Group was required to submit a restructuring plan to the EC to obtain EC approval for the
Dutch State Transactions under the EC state aid rules. On October 26, 2009, ING Group announced its 2009
Restructuring Plan, pursuant to which ING Group is required to divest its insurance and investment management
businesses, including the Company. On November 19, 2012, ING Group and the EC announced that the EC
approved the 2012 Amended Restructuring Plan. The 2012 Amended Restructuring Plan requires ING Group to
divest at least 25% of the Company by December 31, 2013, more than 50% of the Company by December 31,
2014, and 100% of the Company by December 31, 2016. ING Group divested 25% of the Company on May 7,
2013, in our initial public offering and an additional 4% on May 31, 2013 following the exercise by the
underwriters in the initial public offering of an option to purchase additional shares. ING Group divested an
additional 14% of the Company on October 29, 2013, in a registered offering. The divestment of 50% of the
Company is measured in terms of a divestment of over 50% of the shares of ING U.S., Inc., the loss of ING
Group’s majority of directors on ING U.S., Inc.’s board of directors and the accounting deconsolidation of the
Company (in line with IFRS accounting rules). In case ING Group does not satisfy its commitment to timely
divest the Company as agreed with the EC, or in case of any other material non-compliance with the 2012
Amended Restructuring Plan, the Dutch State will renotify the recapitalization measure to the EC. In such a case,
the EC may require additional restructuring measures or take enforcement action against ING Group, or, at the
request of ING Group and the Dutch State, could allow ING Group more time to complete the divestment.
The 2012 Amended Restructuring Plan also contains provisions that could limit our business activities,
including restricting our ability to make certain acquisitions or to conduct certain financing and investment
activities. See “Item 1. Business—Regulation—Dutch State Transactions and Restructuring Plan”.
We cannot accurately predict whether any restrictions and limitations imposed on ING Group on account of
the Dutch State Transactions, or the implementation of the 2012 Amended Restructuring Plan (or any further
amendment thereof), will have a negative effect on our businesses and financial flexibility or result in conflicts
between the interests of ING Group and our interests. In addition, it is difficult for us to predict whether any
changes to, or termination of, the Dutch State Transactions could occur as a result of the 2012 Amended
Restructuring Plan (or any further amendment thereof) and whether any effect on our business would result from
that. We also note that we cannot predict the possible effect of ING Group not satisfying its commitment to
divest the Company as agreed with the EC, for instance, by having a remaining ownership interest in the
Company and its subsidiaries beyond any deadline agreed with the EC.
Our separation from ING Group could adversely affect our business and profitability due to ING Group’s
strong brand and reputation.
Prior to our initial public offering, as a wholly owned subsidiary of ING Group, we marketed our products
and services using the “ING” brand name and logo. We believe the association with ING Group provided us with
preferred status among our customers, vendors and other persons due to ING Group’s globally recognized brand,
perceived high quality products and services and strong capital base and financial strength.
Our new status as a separate, publicly traded company could adversely affect our ability to attract and retain
customers, which could result in reduced sales of our products. In connection with our initial public offering, we
entered into a licensing agreement, pursuant to which we have a license to use certain trademarks (including the
“ING” name and logo) for a limited period of time following the completion of our initial public offering. Based
on current expectations, ING U.S., Inc. will change its legal name to Voya Financial, Inc. in April 2014; and in
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