Voya 2013 Annual Report Download - page 90

the losses and deductions which may be subject to the recognized built in loss rules. If the IRS were to
successfully challenge these calculations, our ability to obtain tax benefits from existing and future losses and
deductions could be adversely affected.
Our amended and restated certificate of incorporation contains provisions designed to preserve our ability to
use beneficial U.S. tax attributes and avoid triggering the Section 382 limitation prior to the time when ING
Group’s divestment of its remaining ownership stake in the Company would otherwise trigger the limitation.
Our business may be negatively affected by adverse publicity or increased governmental and regulatory
actions with respect to us, other well-known companies or the financial services industry in general.
Governmental scrutiny with respect to matters relating to compensation and other business practices in the
financial services industry has increased dramatically in the past several years and has resulted in more aggressive
and intense regulatory supervision and the application and enforcement of more stringent standards. The recent
financial crisis and the current political and public sentiment regarding financial institutions has resulted in a
significant amount of adverse press coverage, as well as adverse statements or charges by regulators and elected
officials. Press coverage and other public statements that assert some form of wrongdoing, regardless of the factual
basis for the assertions being made, could result in some type of inquiry or investigation by regulators, legislators
and/or law enforcement officials or in lawsuits. Responding to these inquiries, investigations and lawsuits,
regardless of the ultimate outcome of the proceeding, is time-consuming and expensive and can divert the time and
effort of our senior management from its business. Future legislation or regulation or governmental views on
compensation may result in us altering compensation practices in ways that could adversely affect our ability to
attract and retain talented employees. Adverse publicity, governmental scrutiny, pending or future investigations by
regulators or law enforcement agencies and/or legal proceedings involving us or our affiliates, including ING
Group, can also have a negative impact on our reputation and on the morale and performance of employees, and on
business retention and new sales, which could adversely affect our businesses and results of operations.
Litigation may adversely affect our profitability and financial condition.
We are, and may be in the future, subject to legal actions in the ordinary course of insurance, investment
management and other business operations. Some of these legal proceedings may be brought on behalf of a class.
Plaintiffs may seek large or indeterminate amounts of damage, including compensatory, liquidated, treble and/or
punitive damages. Our reserves for litigation may prove to be inadequate and insurance coverage may not be
available or may be declined for certain matters. It is possible that our results of operations or cash flow in a
particular interim or annual period could be materially affected by an ultimate unfavorable resolution of pending
litigation depending, in part, upon the results of operations or cash flow for such period. Given the large or
indeterminate amounts sometimes sought, and the inherent unpredictability of litigation, it is also possible that in
certain cases an ultimate unfavorable resolution of one or more pending litigation matters could have a material
adverse effect on our financial condition.
A loss of, or significant change in, key product distribution relationships could materially affect sales.
We distribute certain products under agreements with affiliated distributors and other members of the financial
services industry that are not affiliated with us. We compete with other financial institutions to attract and retain
commercial relationships in each of these channels, and our success in competing for sales through these distribution
intermediaries depends upon factors such as the amount of sales commissions and fees we pay, the breadth of our
product offerings, the strength of our brand, our perceived stability and financial strength ratings, and the marketing
and services we provide to, and the strength of the relationships we maintain with, individual distributors. An
interruption or significant change in certain key relationships could materially affect our ability to market our products
and could have a material adverse effect on our business, operating results and financial condition. Distributors may
elect to alter, reduce or terminate their distribution relationships with us, including for such reasons as changes in our
distribution strategy, adverse developments in our business, adverse rating agency actions or concerns about market-
related risks. Alternatively, we may terminate one or more distribution agreements due to, for example, a loss of
confidence in, or a change in control of, one of the distributors, which could reduce sales.
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