Voya 2013 Annual Report Download - page 109

May 2014 our Investment Management and Employee Benefits businesses will begin using the Voya Financial
brand. In September 2014, our remaining businesses will begin using the Voya Financial brand and all remaining
ING U.S. legal entities that currently have names incorporating the “ING” brand will change their names to
reflect the Voya brand. We anticipate that the process of changing all marketing materials, operating materials
and legal entity names containing the word “ING” or “Lion” to our new brand name will take approximately 24
months and will cost between $40 million and $50 million, excluding incremental advertising expenses. Some of
our existing policyholders, contract owners and other customers may choose to stop doing business with us,
which could increase the rate of surrenders and withdrawals in our policies and contracts. In addition, other
potential policyholders and contract owners may decide not to purchase our products because we no longer will
be a part of ING Group.
Our separation from ING Group could prompt some third parties to re-price, modify or terminate their
distribution or vendor relationships with us. Our ability to attract and retain highly qualified independent sales
intermediaries and dedicated sales specialists for our products may also be negatively affected. We may be
required to lower the prices of our products, increase our sales commissions and fees, change long-term selling
and marketing agreements and take other action to maintain our relationship with our sales intermediaries and
distribution partners, all of which could have an adverse effect on our financial condition and results of
operations. We cannot accurately predict the effect that our separation from ING Group will have on our
business, sales intermediaries, customers or employees.
The terms of our arrangements with ING Group may be more favorable than we will be able to obtain from an
unaffiliated third party. We may be unable to replace the services ING Group provides us in a timely manner
or on comparable terms.
As ING Group is our majority shareholder, we have benefited, and after our initial public offering we
continue to benefit, from certain contractual arrangements between ING Group and ING Bank and various
third-party vendors. These contractual arrangements permit ING Group affiliates such as the Company to make
use of the software licenses and related services provided thereunder. There is no assurance that, once we are no
longer entitled to benefit from these arrangements, we will be able to obtain these services at the same levels or
obtain the same benefits through new, independent relationships with third-party vendors. Likewise, we may not
be able to replace these services and arrangements in a timely manner or on terms and conditions, including cost,
as favorable as those we have previously received as a subsidiary of ING Group.
In addition, certain of our indebtedness and other obligations continue to benefit from guarantees provided
by ING Group or NN Group. As this indebtedness and these obligations mature or are terminated, to the extent
we replace them with new indebtedness or other obligations, we do not expect such new indebtedness or other
obligations to be guaranteed by ING Group or NN Group. Therefore, such new indebtedness or other obligations
may be on terms that are less favorable to us than the indebtedness or other obligations being replaced.
Our certificate of incorporation limits certain liabilities and obligations of our directors to us or you.
Our amended and restated certificate of incorporation provides that none of our directors will be personally
liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability for breach
of a director’s duty of loyalty, acts or omissions by a director not in good faith or which involve intentional
misconduct or a knowing violation of law, dividend payments or stock repurchases that are unlawful under
Delaware law or any transaction in which a director has derived an improper personal benefit.
Our amended and restated certificate of incorporation also provides that certain of our directors, who have
also served or may serve as directors, officers, employees or agents of ING Group, are relieved of the obligation
to refer potential business opportunities to the Company or to notify the Company of potential business
opportunities of which they become aware, and they may instead refer such opportunities to ING Group, subject
to certain limited exceptions.
99