Voya 2013 Annual Report Download - page 470

The Equity Administration Agreement further obligates us and ING Group to promptly provide to the other
party all information that the other may reasonably request to enable the requesting party to administer efficiently
and accurately each of the ING Group’s stock option or stock incentive plans maintained before the IPO, timely
respond to audit requests and to determine the scope of, as well as fulfill, its obligations under the Equity
Administration Agreement.
The Equity Administration Agreement provides that we will promptly reimburse ING Group for the cost of
any liabilities satisfied by ING Group that are, or that have been made pursuant to the Equity Administration
Agreement, our responsibility and that ING Group shall promptly reimburse us for the cost of any liabilities
satisfied by us that are, or that have been made pursuant to the Equity Administration Agreement, the
responsibility of ING Group.
Master Claim Agreement
In 2012, we entered into an agreement with ING Group and ING Insurance Eurasia N.V. to allocate
responsibility among the parties with respect to any litigation against a party (or its subsidiaries) when the party
that is named as a defendant in the litigation contends that the litigation in question should be the responsibility
of one or more of the other parties.
Historical Related Party Transactions
Direct Share Buyback
On March 18, 2014, we entered into a Share Repurchase Agreement with ING Group, pursuant to which the
Company acquired from ING Group, on March 25, 2014, 7,255,853 shares of the Company’s common stock for
an aggregate purchase price of $250 million (the “Direct Share Buyback”). The purchase price per share of
common stock in the Direct Share Buyback was equal to the per-share proceeds, before expenses, that ING
Group received in a concurrent registered offering of shares of the Company’s common stock.
Financing Arrangements
We previously entered into several intercompany lending and guarantee arrangements with ING Group,
ING Verzekeringen N.V. (succeeded by NN Group), a wholly owned subsidiary of ING Group and our previous
indirect parent, and with ING Bank, a wholly owned subsidiary of ING Group. While we have taken a number of
steps to replace certain of these arrangements with standalone financing in connection with our initial public
offering, we expect to retain direct financing and guarantee arrangements with ING Group, NN Group and ING
Bank for some period of time.
Guarantees
NN Group or ING Group has guaranteed the obligations of the Company and its subsidiaries under various
debt instruments and derivative contracts. Additionally, in some circumstances, ING Bank, ING Group, or
another subsidiary of ING Group has provided a guarantee of another party’s obligation to the Company. Certain
of these guarantees are described below. Unless otherwise stated, figures are presented as of December 31, 2013.
• ING Group guarantees approximately $506 million par amount of various debentures that were
assumed by our subsidiary, Lion Connecticut Holdings Inc. in connection with our acquisition of
Aetna’s life insurance and related businesses in 2000. These debentures mature at various times
between 2023 and 2036. Pursuant to the Shareholder Agreement, we are obligated to reduce the
outstanding principal amount of these debentures, or post equivalent collateral, gradually between
December 31, 2015 and December 31, 2019.
• ING V was the guarantor for the Company’s $3.0 billion commercial paper facility. This facility, along
with the ING V guarantee, was terminated in October 2013 and had no amounts outstanding for some
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