Voya 2013 Annual Report Download - page 51

Cognizant pursuant to which Cognizant will provide business processing and operations services related to our
retirement, life insurance and annuities businesses (the “Cognizant transaction”). Under the terms of the
agreement with Cognizant, on August 16, 2012, more than 1,000 of our employees became Cognizant employees
and Cognizant gave such individuals comparable responsibilities to their former roles with us. Cognizant also
purchased and subleased some of our existing facilities to provide business and workplace continuity for our
customers and former employees.
REGULATION
Our operations and businesses are subject to a significant number of Federal and state laws, regulations,
administrative determinations and similar legal constraints. Such laws and regulations are generally designed to
protect our policyholders, contract owners and other customers and not our stockholders or holders of our other
securities. Many of the laws and regulations to which we are subject are regularly re-examined and existing or
future laws and regulations may become more restrictive or otherwise adversely affect our operations. The recent
financial market disruptions have produced, and are likely to continue to produce, extensive changes in existing
laws and regulations applicable to our businesses, including the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the “Dodd-Frank Act”) discussed below.
Following is a description of certain legal and regulatory frameworks to which we or our subsidiaries are or
may be subject.
Dutch State Transactions and Restructuring Plan
In November 2009, the 2009 Restructuring Plan received formal EC approval and the separation of
insurance and banking operations and other components of the 2009 Restructuring Plan were approved by ING
Group’s shareholders. On January 28, 2010, ING announced the filing of its appeal with the General Court of the
European Union against specific elements of the EC’s decision regarding the 2009 Restructuring Plan.
On March 2, 2012, the General Court handed down its judgment in relation to ING Group’s appeal and
annulled part of the EC’s state aid decision. Subsequently, the EC filed an appeal against the General Court’s
judgment before the Court of Justice of the European Union. In parallel, the EC adopted a decision on May 11,
2012 that re-approved the state aid granted to ING Group as compatible with the internal market on the basis of
ING Group’s 2009 Restructuring Plan. On the same date, the EC adopted an interim decision which opened an
investigation concerning certain amendments and elements of the 2009 Restructuring Plan (the “Investigation”).
On November 19, 2012, ING Group and the EC announced that the EC approved the 2012 Amended
Restructuring Plan. On November 6, 2013, ING Group announced that the EC approved amendments to the 2012
Amended Restructuring Plan (the “2013 Amended Restructuring Plan”). The 2013 Amended Restructuring Plan
has not amended any commitments that are applicable or relevant to ING U.S. The deadline as agreed with the
EC in 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). The
Investigation has been finalized by the EC and ING Group’s appeal against the EC’s May 11, 2012 decision has
been withdrawn. 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 actions against ING Group, or, at the request of ING Group and the
Dutch State, could allow ING Group more time to complete the divestment. For principal legal reasons, the EC
will continue with its appeal against the General Court ruling of March 2012. However, the outcome of this
appeal will not affect the EC approval of the 2012 Amended Restructuring Plan. It is expected that this judgment
will be rendered in April 2014.
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