Voya 2013 Annual Report Download - page 99

and include limitations on the activities we may conduct and the way in which we organize and operate our
businesses. Various jurisdictions in which ING Group and its subsidiaries operate, including the United States,
apply prudential and other regulations to the holding companies and affiliates of financial institutions. If the
applicable laws and regulations in any of these jurisdictions, or the application or interpretation of such laws and
regulations by applicable regulators and other authorities, were to change, or if ING Group or one of its
subsidiaries (other than the Company) were to change the nature of the regulated activities they conduct, we
could in the future become subject to restrictions to which we are not currently subject, and to which we would
not be subject as a standalone enterprise. This could require us to incur material compliance, reporting or other
costs or to forego certain types of material revenues or we could otherwise be confronted with consequences that
are material and adverse to us. We do not have any control over the activities conducted by ING Group or its
subsidiaries (other than the Company). As one source of potential change in the regulations applied to ING
Group and its subsidiaries, we expect that in 2014 the European Central Bank will assume responsibility for part
of the prudential supervision of ING Bank and its holding company ING Group that is currently exercised by the
Dutch Central Bank (De Nederlandsche Bank, or “DNB”). It is uncertain if and how this new supervisory
structure will impact the Company.
In addition, the 2012 Amended Restructuring Plan contains provisions that could limit our business
activities, including restricting our ability to make certain acquisitions or to conduct certain financing and
investment activities. See “Item 1. Business—Regulation—Dutch State Transactions and Restructuring Plan”.
If ING Group or one of its subsidiaries (other than the Company) were to change the nature of the regulated
activities it conducts, we could in the future become subject to restrictions to which we are not currently
subject, and to which we would not otherwise be subject as a standalone enterprise.
As long as we remain affiliated with ING Group, we may be subject to laws, regulations, disclosures and
restrictions to which we would not be subject as a standalone enterprise. These restrictions could be extensive
and include limitations on the activities we may conduct and the way in which we organize and operate our
businesses. For instance, ING Group’s wholly owned subsidiary, ING Bank, may from time to time consider
whether to establish a branch office in the United States. If ING Bank were to establish a U.S. branch, ING
Group, ING Bank and we would be subject to supervision and regulation by the Federal Reserve under various
laws, including the Bank Holding Company Act of 1956, as amended (“BHCA”), and the International Banking
Act of 1978. If ING Bank were to establish a U.S. branch, the BHCA could impose restrictions on our
non-financial activities until we are no longer deemed controlled by ING Group for BHCA purposes. As a result,
we could be required to incur material compliance, reporting or other costs or to forego certain types of material
revenues or could otherwise be confronted with consequences that are material and adverse to us.
Moreover, if ING Bank were to establish a U.S. branch while we remained affiliated with ING Group,
several regulatory developments could materially impact our operations, including rules under the Dodd-Frank
Act issued by U.S. regulators with respect to the “Volcker Rule” and heightened supervisory requirements and
prudential standards. Under the final rules adopted by U.S. regulators on December 10, 2013, we would be
subject to the Volcker Rule as an affiliate of a company that is treated as a bank holding company. The Volcker
Rule significantly restricts the ability of U.S. bank holding companies and their affiliates to conduct proprietary
trading in securities and derivatives as well as certain activities related to hedge funds and private equity funds.
However, the rules provide an exemption for a regulated insurance company trading solely for its general account
if, among other requirements, it is acting in compliance with insurance company investment laws and
regulations. Although the full potential impact of the Volcker Rule on our operations will not be known with
certainty until fully implemented, we would likely experience significant additional compliance and operational
costs if we were to become subject to the Volcker Rule.
The BHCA, however, would provide ING Group, ING Bank and us a two-year period in which to comply
with the BHCA activity restrictions, with the possibility of our obtaining up to three one-year extensions.
Further, the Federal Reserve would have discretion to extend the Volcker Rule conformance period and
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