Voya 2013 Annual Report Download - page 110

If ING Group sells a controlling interest in our company to a third party in a private transaction, you may not
realize any change-of-control premium on shares of our common stock and we may become subject to the
control of a presently unknown third party.
As of the date of this Annual Report on Form 10-K, ING Group continues to own a majority of our common
stock. ING Group will have the ability, should it choose to do so, to sell some or all of its shares of our common
stock in a privately negotiated transaction, which, if sufficient in size, could result in a change of control of the
Company. The ability of ING Group to privately sell such shares of our common stock, with no requirement for a
concurrent offer to be made to acquire all of the shares of our common stock, could prevent you from realizing
any change-of-control premium on your shares of our common stock that may otherwise accrue to ING Group
upon its private sale of our common stock. Additionally, if ING Group privately sells a significant equity interest
in us, we may become subject to the control of a presently unknown third party. Such third party may have
conflicts of interest with the interests of other stockholders.
We expect to incur incremental costs as a standalone public company.
We have needed to replicate or replace certain functions, systems and infrastructure to which we no longer
have the same access after our initial public offering. We have also needed to make infrastructure investments in
order to operate without the same access to ING Group’s existing operational and administrative infrastructure.
These initiatives may be costly to implement. Due to the scope and complexity of the underlying projects relative
to these efforts, the amount of total costs could be materially higher than our estimate, and the timing of the
incurrence of these costs may be subject to change.
Until our initial public offering, ING Group performed or supported many important corporate functions for
our operations, including investor relations, advertising and brand management, corporate audit, certain risk
management functions, corporate insurance, corporate governance and other services. Our Consolidated
Financial Statements reflect charges for these services. There is no assurance that these services will be sustained
at the same levels as when we were receiving such services from ING Group prior to our initial public offering or
that we will obtain the same benefits. Now that we operate these functions independently, if we do not have our
own adequate systems and business functions in place, or are unable to obtain them from other providers, we
may not be able to operate our business effectively or at comparable costs and our profitability may decline. In
addition, our business has benefited from ING Group’s purchasing power when procuring goods and services. As
a standalone company, we may be unable to obtain such goods and services at comparable prices or on terms as
favorable as those obtained prior to our initial public offering, which could decrease our overall profitability.
As a standalone public company, we expend additional time and resources to comply with rules and
regulations that did not previously apply to us.
As a standalone public company, the various rules and regulations of the SEC, as well as the rules of the
NYSE, require us to implement and maintain additional corporate governance practices and adhere to a variety of
reporting requirements. Compliance with these public company obligations increases our legal and financial
compliance costs and could place additional demands on our finance and accounting staff and on our financial,
accounting and information systems.
In particular, as a public company, our management will be required to conduct an annual evaluation of our
internal controls over financial reporting and include a report of management on our internal controls in future
annual reports on Form 10-K. In addition, we will be required to have our independent registered public
accounting firm attest to the effectiveness of our internal controls over financial reporting pursuant to Auditing
Standard No. 5. Under current rules, we will be subject to these requirements beginning with our Annual Report
on Form 10-K for the year ending December 31, 2014. If we are unable to conclude that we have effective
internal controls over financial reporting, or if our registered public accounting firm is unable to provide us with
an attestation and an unqualified report as to the effectiveness of our internal controls over financial reporting,
investors could lose confidence in the reliability of our financial statements, which could result in a decrease in
the value of our common stock.
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