Voya 2014 Annual Report Download - page 339

Voya Financial, Inc.
Notes to the Consolidated Financial Statements
(Dollar amounts in millions, unless otherwise stated)
Share Repurchase Program
Direct Share Repurchase Program
On March 13, 2014, the Company’s Board of Directors authorized a share repurchase program (the “Direct Share
Repurchase Program”), pursuant to which the Company may, from time to time, purchase shares of its common
shares through various means, including, without limitation, open market transactions, privately negotiated
transactions, forward, derivative, or accelerated repurchase transactions or tender offers. The initial authorization
under the Direct Share Repurchase Program permitted the repurchase of a number of shares of the Company’s
common shares having an aggregate repurchase price not exceeding $300.0.
On July 31, 2014, the Company’s Board of Directors increased the authorization under the Direct Share Repurchase
Program by an additional $500.0. On February 5, 2015, the Company’s Board of Directors increased the
authorization under the Direct Share Repurchase Program by an additional $750.0, with such authorization to expire
(unless subsequently extended) no later than December 31, 2015. The authorization under the Direct Share
Repurchase Program may be terminated, increased or decreased by the Company’s Board of Directors at any time.
During the year ended December 31, 2014, the Company repurchased 19,447,847 shares of its common shares
from ING Group for an aggregate purchase price of $725.0 in a series of transactions.
Each of the repurchases was authorized by a special committee of the Board of Directors consisting solely of
independent and disinterested directors (the “Independent Committees”), which were committees formed for the
sole purpose of considering the applicable repurchase transaction. The Independent Committees retained
independent financial and legal advisors for purposes of their deliberations.
The Company also repurchased 1,125,558 shares of its common shares in open market transactions for an
aggregate purchase price of $39.4 and 655,457 shares of its common shares under an accelerated share
repurchase arrangement for an aggregate purchase price of $25.0. During the year ended December 31, 2013, the
Company did not repurchase any shares of its common shares.
Net Withholding of Shares
In connection with the vesting of equity-based compensation awards, employees may remit to the Company, or
the Company may withhold into treasury shares, shares of common shares in respect of tax withholding
obligations associated with such vesting. For the year ended December 31, 2014, the Company increased its
treasury shares by 470,001 shares in connection with such withholding activities.
Warrants
On May 7, 2013, the Company issued to ING Group warrants to purchase up to 26,050,846 shares of the
Company’s common shares equal in the aggregate to 9.99% of the issued and outstanding shares of common
shares at that date. The current exercise price of the warrants is $48.75 per share of common shares, subject to
adjustments, including for shares dividends, cash dividends in excess of $0.01 per share a quarter, subdivisions,
combinations, reclassifications and non-cash distributions. The warrants also provide for, upon the occurrence of
certain change of control events affecting the Company, an increase in the number of shares to which a warrant
holder will be entitled upon payment of the aggregate exercise price of the warrant. The warrants became
exercisable (subject to the limitation stated below with respect to ING Group and its affiliates) starting on the
first anniversary of the completion of the IPO (May 7, 2014) and expire on the tenth anniversary of the
completion of the IPO (May 7, 2023). The warrants are net share settled, which means that no cash will be
payable by a warrant holder in respect of the exercise price of a warrant upon exercise, and are classified as
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