Voya 2014 Annual Report Download - page 31

Plan of Divestment from ING Group
Prior to our initial public offering in May 2013, we were a wholly owned subsidiary of ING Group. In
October 2009, ING Group submitted a restructuring plan to the European Commission (the “EC”) in order to
receive approval for state aid granted to ING Group by the Dutch State in 2008 and 2009. To receive approval for
this state aid, ING Group was 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 the Company’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 the Company of shares of its 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 actions against ING Group, or, at the
request of ING Group and the Dutch State, could allow ING Group more time to complete the divestment. In the
event ING Group is no longer required or is allowed more time to divest the Company, ING Group may delay its
divestiture. For additional information on the separation from ING Group, see “Item 1A. Risk Factors—Risks
Related to Our Separation from, and Continuing Relationship with, ING Group.”
Our Organizational Structure
We are a holding company incorporated in Delaware in April 1999. We changed our name from ING U.S.,
Inc. to Voya Financial, Inc. on April 7, 2014. We operate our businesses through a number of direct and indirect
subsidiaries. The following organizational chart presents the ownership and jurisdiction of incorporation of our
principal subsidiaries:
Voya Financial, Inc.
(Delaware)
Voya Holdings Inc.
(“Voya Holdings”)
(Connecticut)
Voya Retirement Insurance
and Annuity Company
(“VRIAC”)
(Connecticut)
Voya Insurance and
Annuity Company
(“VIAC”)
(Iowa)
ReliaStar Life
Insurance Company
(“RLI”)
(Minnesota)
Voya Investment
Management LLC
(Delaware)
Security Life of Denver Insurance Company
(“SLD”)
(Colorado)
Security Life of Denver
International Limited
(“SLDI”)
(Arizona)
The chart above presents:
• Voya Financial, Inc.
• Our principal intermediate holding company, Voya Holdings, which is the direct parent of a number of
our insurance and non-insurance operating entities.
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