Voya 2014 Annual Report Download - page 125

Risks Related to Our Holding Company Structure
As holding companies, Voya Financial, Inc. and Voya Holdings depend on the ability of their subsidiaries to
transfer funds to them to meet their obligations.
Voya Financial, Inc. is the holding company for all our operations, and dividends, returns of capital and
interest income on intercompany indebtedness from Voya Financial, Inc.’s subsidiaries are the principal sources
of funds available to Voya Financial, Inc. to pay principal and interest on its outstanding indebtedness, to pay
corporate operating expenses, to pay any stockholder dividends and to meet its other obligations. These
subsidiaries are legally distinct from Voya Financial, Inc. and, except in the case of Voya Holdings, which is the
guarantor of certain of our outstanding indebtedness, have no obligation to pay amounts due on the debt of Voya
Financial, Inc. or to make funds available to Voya Financial, Inc. for such payments. The ability of our
subsidiaries to pay dividends or other distributions to Voya Financial, Inc. in the future will depend on their
earnings, tax considerations, covenants contained in any financing or other agreements and applicable regulatory
restrictions. In addition, such payments may be limited as a result of claims against our subsidiaries by their
creditors, including suppliers, vendors, lessors and employees. The ability of our insurance subsidiaries to pay
dividends and make other distributions to Voya Financial, Inc. will further depend on their ability to meet
applicable regulatory standards and receive regulatory approvals, as discussed below under “—The ability of our
insurance subsidiaries to pay dividends and other distributions to Voya Financial, Inc. and Voya Holdings is
further limited by state insurance laws, and our insurance subsidiaries may not generate sufficient statutory
earnings or have sufficient statutory surplus to enable them to pay ordinary dividends.”
Voya Holdings is wholly owned by Voya Financial, Inc. and is also a holding company, and accordingly its
ability to make payments under its guarantees of our indebtedness is subject to restrictions and limitations similar
to Voya Financial, Inc. Neither Voya Financial, Inc., nor Voya Holdings, has significant sources of cash flows
other than from our subsidiaries that do not guarantee such indebtedness.
If the ability of our insurance or non-insurance subsidiaries to pay dividends or make other distributions or
payments to Voya Financial, Inc. and Voya Holdings is materially restricted by regulatory requirements, other
cash needs, bankruptcy or insolvency, or our need to maintain the financial strength ratings of our insurance
subsidiaries, or is limited due to operating results or other factors, we may be required to raise cash through the
incurrence of debt, the issuance of equity or the sale of assets. However, there is no assurance that we would be
able to raise cash by these means. This could materially and adversely affect the ability of Voya Financial, Inc.
and Voya Holdings to pay their obligations.
The ability of our insurance subsidiaries to pay dividends and other distributions to Voya Financial, Inc. and
Voya Holdings is further limited by state insurance laws, and our insurance subsidiaries may not generate
sufficient statutory earnings or have sufficient statutory surplus to enable them to pay ordinary dividends.
The payment of dividends and other distributions to Voya Financial, Inc. and Voya Holdings by our
insurance subsidiaries is regulated by state insurance laws and regulations.
The jurisdictions in which our insurance subsidiaries are domiciled impose certain restrictions on the ability
to pay dividends to their respective parents. These restrictions are based, in part, on the prior year’s statutory
income and surplus. In general, dividends up to specified levels are considered ordinary and may be paid without
prior regulatory approval. Dividends in larger amounts, or extraordinary dividends, are subject to approval by the
insurance commissioner of the relevant state of domicile. Under the insurance laws applicable to our insurance
subsidiaries domiciled in Connecticut, Indiana, Iowa and Minnesota, an extraordinary dividend or distribution is
defined as a dividend or distribution that, together with other dividends and distributions made within the
preceding twelve months, exceeds the greater of (1) 10% of the insurer’s policyholder surplus as of the preceding
December 31 or (2) the insurer’s net gain from operations for the twelve-month period ended the preceding
December 31, in each case determined in accordance with statutory accounting principles. Under Colorado
insurance law, an extraordinary dividend or distribution is defined as a dividend or distribution that, together with
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