Voya 2014 Annual Report Download - page 122

In November 2008, the Dutch State purchased non-voting core Tier 1 securities from ING Group for a total
consideration of €10 billion and in the first quarter of 2009 ING Group entered into an Alt-A Back-up Facility
with the Dutch State.
In 2009, ING Group was required to submit a restructuring plan to the EC to obtain EC approval for the
Dutch State Transactions under the EC state aid rules. On October 26, 2009, ING Group announced its 2009
Restructuring Plan, pursuant to which ING Group is required to divest its insurance and investment management
businesses, including the Company. On November 19, 2012, ING Group and the EC announced that the EC
approved the 2012 Amended Restructuring Plan. 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 in October 2013, in a registered offering. ING Group further divested additional
shares of Voya Financial, Inc.’s common stock in a series of transactions in March 2014, September 2014 and
November 2014, each of which included a sale of shares in a registered public offering as well as a repurchase by
Voya Financial, Inc. of shares of common stock directly from ING Group. These additional transactions reduced
ING Group’s ownership of Voya Financial, Inc. to 19%, as of December 31, 2014. 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
action against ING Group, or, at the request of ING Group and the Dutch State, could allow ING Group more
time to complete the divestment.
The 2012 Amended Restructuring Plan also contains provisions that could limit our business activities,
including restricting our ability to make certain acquisitions. See “Item 1. Business—Regulation—Dutch State
Transactions and Restructuring Plan”.
We cannot accurately predict whether any restrictions and limitations imposed on ING Group on account of
the Dutch State Transactions, or the implementation of the 2012 Amended Restructuring Plan (or any further
amendment thereof), will have a negative effect on our businesses and financial flexibility or result in conflicts
between the interests of ING Group and our interests. We also note that we cannot predict the possible effect of
ING Group not satisfying its commitment to divest the Company as agreed with the EC, for instance, by having a
remaining ownership interest in the Company and its subsidiaries beyond any deadline agreed with the EC.
Our separation from ING Group could adversely affect our business and profitability due to ING Group’s
strong brand and reputation.
Prior to our initial public offering, as a wholly owned subsidiary of ING Group, we marketed our products
and services using the “ING” brand name and logo. We believe the association with ING Group provided us with
preferred status among our customers, vendors and other persons due to ING Group’s globally recognized brand,
perceived high quality products and services and strong capital base and financial strength.
Our new status as a separate, publicly traded company could adversely affect our ability to attract and retain
customers, which could result in reduced sales of our products. ING U.S., Inc. changed its legal name to Voya
Financial, Inc. in April 2014; and in May 2014 our Investment Management and Employee Benefits businesses
began using the Voya Financial brand. In September 2014, all of our businesses began using the Voya Financial
brand and all remaining ING U.S. legal entities that had names incorporating the “ING” brand changed their
names to reflect the Voya brand. While the bulk of our operational and legal entity rebranding efforts are now
behind us, we anticipate that the entire process of changing all marketing materials, operating materials and legal
entity names containing the word “ING” or “Lion” to our new brand name will be completed no later than
October 2015, at a cost between $40 million and $50 million.
99