Voya 2014 Annual Report Download - page 123

Some of our existing policyholders, contract owners and other customers may choose to stop doing business
with us, which could increase the rate of surrenders and withdrawals in our policies and contracts. In addition,
other potential policyholders and contract owners may decide not to purchase our products because we are no
longer a part of ING Group.
Our separation from ING Group could prompt some third parties to re-price, modify or terminate their
distribution or vendor relationships with us. Our ability to attract and retain highly qualified independent sales
intermediaries and dedicated sales specialists for our products may also be negatively affected. We may be
required to lower the prices of our products, increase our sales commissions and fees, change long-term selling
and marketing agreements and take other action to maintain our relationship with our sales intermediaries and
distribution partners, all of which could have an adverse effect on our financial condition and results of
operations. We cannot accurately predict the effect that our separation from ING Group will have on our
business, sales intermediaries, customers or employees.
The terms of our arrangements with ING Group may be more favorable than we will be able to obtain from an
unaffiliated third party. We may be unable to replace the services ING Group provides us in a timely manner
or on comparable terms.
When ING Group was our majority shareholder, we had benefited from certain contractual arrangements
between ING Group and ING Bank and various third-party vendors. These contractual arrangements permit ING
Group affiliates such as the Company to make use of the software licenses and related services provided
thereunder. There is no assurance that, once we are no longer entitled to benefit from these arrangements, we will
be able to obtain these services at the same levels or obtain the same benefits through new, independent
relationships with third-party vendors. Likewise, we may not be able to replace these services and arrangements
in a timely manner or on terms and conditions, including cost, as favorable as those we have previously received
as a subsidiary of ING Group.
In addition, certain of our indebtedness and other obligations continue to benefit from guarantees provided
by ING Group or NN Group. As this indebtedness and these obligations mature or are terminated, to the extent
we replace them with new indebtedness or other obligations, we do not expect such new indebtedness or other
obligations to be guaranteed by ING Group or NN Group. Therefore, such new indebtedness or other obligations
may be on terms that are less favorable to us than the indebtedness or other obligations being replaced.
Our certificate of incorporation limits certain liabilities and obligations of our directors to us or you.
Our amended and restated certificate of incorporation provides that none of our directors will be personally
liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability for breach
of a director’s duty of loyalty, acts or omissions by a director not in good faith or which involve intentional
misconduct or a knowing violation of law, dividend payments or stock repurchases that are unlawful under
Delaware law or any transaction in which a director has derived an improper personal benefit.
Our amended and restated certificate of incorporation also provides that certain of our former directors, who
have also served as directors, officers, employees or agents of ING Group, are relieved of the obligation to refer
potential business opportunities to the Company or to notify the Company of potential business opportunities of
which they become aware, and they may instead refer such opportunities to ING Group, subject to certain limited
exceptions.
We expect to incur incremental costs as a standalone public company.
We have needed to replicate or replace certain functions, systems and infrastructure to which we no longer
have the same access after our initial public offering. We have also needed to make infrastructure investments in
order to operate without the same access to ING Group’s existing operational and administrative infrastructure.
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