Voya 2013 Annual Report Download - page 111

Our historical consolidated financial data are not necessarily representative of the results we would have
achieved as a standalone company and may not be a reliable indicator of our future results.
Our historical consolidated financial data included in this Annual Report on Form 10-K do not necessarily
reflect the financial condition, results of operations or cash flows we would have achieved as a standalone
company during the periods presented or those we will achieve in the future. For example, we have adjusted our
capital structure to more closely align with peer U.S. public companies. As a result, financial metrics that are
influenced by our capital structure, such as interest expense and return on equity, are not necessarily indicative
for historical periods of the performance we may achieve as a standalone company following our initial public
offering. In addition, significant increases may occur in our cost structure as a result of our initial public offering,
including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley
Act of 2002. Also, as described in “—Our separation from ING Group could adversely affect our business and
profitability due to ING Group’s strong brand and reputation,” we anticipate incurring substantial expenses in
connection with rebranding our Company.
As a result of these matters, among others, it may be difficult for investors to compare our future results to
historical results or to evaluate our relative performance or trends in our business.
Risks Related to Our Holding Company Structure
As holding companies, ING U.S., Inc. and Lion Holdings depend on the ability of their subsidiaries to transfer
funds to them to meet their obligations.
ING U.S., Inc. is the holding company for all our operations, and dividends, returns of capital and interest
income on intercompany indebtedness from ING U.S., Inc.’s subsidiaries are the principal sources of funds
available to ING U.S., Inc. to pay principal and interest on its outstanding indebtedness, to pay corporate operating
expenses, to pay any stockholder dividends and to meet its other obligations. These subsidiaries are legally distinct
from ING U.S., Inc. and, except in the case of Lion Holdings, which is the guarantor of certain of our outstanding
indebtedness, have no obligation to pay amounts due on the debt of ING U.S., Inc. or to make funds available to
ING U.S., Inc. for such payments. The ability of our subsidiaries to pay dividends or other distributions to ING
U.S., Inc. in the future will depend on their earnings, tax considerations, covenants contained in any financing or
other agreements and applicable regulatory restrictions. In addition, such payments may be limited as a result of
claims against our subsidiaries by their creditors, including suppliers, vendors, lessors and employees. The ability of
our insurance subsidiaries to pay dividends and make other distributions to ING U.S., Inc. will further depend on
their ability to meet applicable regulatory standards and receive regulatory approvals, as discussed below under “—
The ability of our insurance subsidiaries to pay dividends and other distributions to ING U.S., Inc. and Lion
Holdings is further limited by state insurance laws, and our insurance subsidiaries may not generate sufficient
statutory earnings or have sufficient statutory surplus to enable them to pay ordinary dividends.”
Lion Holdings is wholly owned by ING U.S., Inc. and is also a holding company, and accordingly its ability
to make payments under its guarantees of our indebtedness is subject to restrictions and limitations similar to
ING U.S., Inc. Neither ING U.S., Inc., nor Lion Holdings, has significant sources of cash flow other than from
our subsidiaries that do not guarantee such indebtedness.
If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or
payments to ING U.S., Inc. and Lion Holdings is materially restricted by regulatory requirements, other cash
needs, bankruptcy or insolvency, or our need to maintain the financial strength ratings of our insurance
subsidiaries, or is limited due to operating results or other factors, we may be required to raise cash through the
incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be
able to raise cash by these means. This could materially and adversely affect the ability of ING U.S., Inc. and
Lion Holdings to pay their obligations.
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