voya 401(k) savings planan automatically enrolled participant may elect within 90 days after the...

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Voya 401(k) Savings Plan

Effective September 15, 2017

Table of Contents

VOYA 401(k) SAVINGS PLAN

2

Summary Plan Description ................................................................................................................. 4

Features At-A-Glance .......................................................................................................................... 5

Participation ........................................................................................................................................ 7

Eligibility .............................................................................................................................................................. 7

Enrollment .......................................................................................................................................................... 7

Eligible Compensation ........................................................................................................................................ 8

Your Contributions ........................................................................................................................... 10

Pre-tax Contributions ........................................................................................................................................ 10

Roth Contributions ............................................................................................................................................ 10

Matching Contributions ...................................................................................................................................... 10

Tax Consequences and IRS Limitations ........................................................................................................... 11

Tax Consequences of Withdrawals .................................................................................................................. 12

Changing or Stopping Your Contributions ........................................................................................................ 12

Catch-up Contributions ...................................................................................................................................... 13

Rollovers from Another Qualified Plan or IRA ................................................................................................... 13

How to Receive Matching Contributions .......................................................................................................... 14

Vesting .............................................................................................................................................................. 15

Source of Leveraged ING Groep Stock ............................................................................................................ 17

Profit Sharing Contributions ............................................................................................................................. 17

Investing Your Account ..................................................................................................................... 18

Investment Options ........................................................................................................................................... 18

Valuing the Voya Company Stock Fund, the ING Group Company Stock Fund

and the ING Leveraged Company Stock Fund .............................................................................................. 19

Voting and Tender Rights for the Voya Company Stock Fund, the ING Group Company Stock Fund and the

ING Leveraged Company Stock ................................................................................................................... 20

Your Investment Decision ................................................................................................................................ 21

Limitations on Investment in the Voya Company Stock Fund ........................................................................... 21

Changing Investment Allocations ..................................................................................................................... 22

Tracking Investment Performance .................................................................................................................... 22

Black Out Periods .............................................................................................................................. 23

TD Ameritrade Self-Directed Brokerage Account – Special Considerations ................................. 24

Restrictions and Policies ................................................................................................................................... 24

Transfers to the Core Investment Options ........................................................................................................ 25

Reports on Your SDBA ..................................................................................................................................... 26

Protection for Your SDBA .................................................................................................................................. 26

Equity Wash Provision – Voya Stable Value Option ........................................................................................ 27

Limits on Trading Activity ................................................................................................................. 28

Table of Contents


3

Withdrawals While You Are Working ............................................................................................... 29

Hardship Withdrawals ...................................................................................................................................... 29

Withdrawals after 59½ ....................................................................................................................................... 29

Withdrawals from Rollover Accounts and Roth Rollover Accounts .................................................................. 30

Withdrawals for Participants in a Prior Plan ..................................................................................................... 30

Type of Money Used for Withdrawals .............................................................................................................. 31

Applying for a Withdrawal ................................................................................................................................. 31

Taxes on Withdrawals ...................................................................................................................................... 31

Loans While You Are Working ......................................................................................................... 32

Eligibility ............................................................................................................................................................ 32

Loan Limits ....................................................................................................................................................... 32

Interest on Your Loan ....................................................................................................................................... 33

Repayment Schedule ....................................................................................................................................... 33

Type of Money Used for a Loan ....................................................................................................................... 33

Applying for a Loan ........................................................................................................................................... 33

Defaulting on a Loan ........................................................................................................................................ 34

Receiving A Final Distribution .......................................................................................................... 35

Eligibility ............................................................................................................................................................ 35

Payment Timing ................................................................................................................................................ 35

Payment Options .............................................................................................................................. 36

Lump-sum Payment ......................................................................................................................................... 36

Installment Payments for a Certain Period ........................................................................................................ 36

If You Die .......................................................................................................................................................... 36

Naming a Beneficiary ....................................................................................................................................... 37

Applying for Payment ........................................................................................................................................ 38

Loss of Benefits ................................................................................................................................ 39

Plan Details ....................................................................................................................................... 40

Your Rights Under ERISA ................................................................................................................ 42

Claims Filing and Appeals ............................................................................................................... 44

Other Information About Plan Administration ................................................................................ 47

Tax Rules ......................................................................................................................................................... 47

Highly Compensated Employees ...................................................................................................................... 50

Limits on Benefits .............................................................................................................................................. 50

Top-heavy Plans ................................................................................................................................................ 50

Assignment of Benefits and Qualified Domestic Relations Orders (QDROs) ................................................... 50

PBGC ................................................................................................................................................................ 51

Plan Continuance .............................................................................................................................................. 51

The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) ............................. 51

Where to Get Help .............................................................................................................................. 52

Prospectus Supplement……………………………………..………………………………………………..53


Summary Plan Description

4

The Voya 401(k) Savings Plan (the “Plan”) (formerly the ING U.S. Savings Plan and ESOP) allows you to

save from 1% to 50% of your earnings (subject to limits imposed by the Internal Revenue Code (“Code”).

Under the Plan, the Company will match 100% of the first 6% of your eligible contributions. The

allocation will be made in cash and invested in the same investment options that you select for future

contributions. Your money grows on a tax-deferred basis if you contribute on a pre-tax basis. If you make

after-tax Roth 401(k) contributions, your contributions are taxed going in but when you withdraw your

money, the earnings on those contributions can be potentially tax free.

Note: The Plan is a defined contribution profit sharing plan. This means the Pension Benefit Guaranty Corporation (“PBGC”) does not insure the Plan benefits. Your contributions are fully funded to the Trust as soon as administratively possible after they are withheld from your eligible compensation.

Voya 401(k) Savings Plan Summary Plan Description (effective September 15, 2017).

This document constitutes part of a prospectus covering employer securities that have been registered under the Securities Act of 1933. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.


Features At-A-Glance

5

Automatic enrollment for new hires

New employees will be automatically enrolled in the Plan unless an election not to participate is made within the 60 day period following the date their eligibility to participate is reported to the Plan’s recordkeeper. Automatically enrolled participants will initially have 3% of their eligible pay contributed to the Plan on a pre-tax basis. As of March 1st following the period in which the participant completes twelve (12) months of participation, the contribution will automatically increase to 4%, and will automatically increase by 1% on every March 1st thereafter until the percentage reaches 6%. No further automatic increases will take place after the contribution percentage reaches 6%.

An automatically enrolled participant may elect within 90 days after the first pay date on which an automatic contribution has been withheld to cease participation in the Plan and receive a distribution of all amounts deferred. A withdrawal election shall be effective on the last day of the payroll period that begins after the date the election is made.

An automatically enrolled participant may change his or her contribution amount or cease deferrals to the Plan at any time.

Company match — made in cash

A Company match of 100% up to the first 6% of your eligible compensation from each paycheck is allocated pursuant to your investment elections for future contributions. The match is made on a pre-tax basis regardless of whether the contribution is on a pre-tax or Roth basis.

Immediate eligibility for match You will receive matching contributions as soon as you begin to make contributions to the Plan.

Contribution limits You may contribute up to the lesser of -

• 50% of your eligible compensation up to the Code limit on compensation ($275,000 in 2018) on a pre-tax or Roth basis; or

• Up to the Code limit on elective deferrals ($18,500 in 2018).

You may make Catch-up Contributions to the Plan if you will be

age 50 or over by the end of the calendar year, subject to the

Code limit ($6,000 for 2018).

Vesting All the money you contribute, as well as any investment

earnings on these amounts, is immediately vested.

You will generally vest in the company match at a rate of 25%

per year of service and will be 100% vested after four years of

service.

Plan recordkeeper Voya Retirement Insurance and Annuity Company is the Plan’s recordkeeper.


Features At-A-Glance

6

Investment options You have a number of investment options in which to invest your Plan Accounts, including a series of target date lifecycle funds. If amounts are automatically contributed to the Plan for you under the auto-enrollment feature, they will be invested in the target date lifecycle fund, based on the year in which you turn age 65, unless you make an investment election.

Withdrawals Certain withdrawals may be rolled over to other qualified plans or IRAs as allowed, subject to applicable federal tax rules.

In-service and hardship withdrawals are permitted, subject to certain Plan limits.

Loans Loans are permitted, subject to certain Plan and IRS limits.

Tax-deferred status All your pre-tax contributions, the Company’s match and any earnings on those contributions are tax deferred until you receive the funds.

All your contributions made to the Roth 401(k) are taxed at the time contributed, but the earnings on those contributions are tax free, provided they are withdrawn according to certain Plan and IRS rules.

Portability You can receive all vested funds when you retire or leave the Company.

Tracking performance Quarterly updates are sent to your home or you may go online to the myHR portal or access www.voyaretirementplans.com to monitor your Plan Accounts and investment performance.

Self-Directed Brokerage Account with TD Ameritrade

You may invest a portion of your Plan assets in a TD Ameritrade self- directed brokerage account that provides access to a wider array of investment choices, including publicly traded stock, ETFs, fixed income securities and a broad range of mutual funds.


Participation

7

Eligibility Generally, all employees of participating companies are eligible to participate in the Plan immediately

upon being hired. Those ineligible for participation generally include temporary employees, independent

contractors (even if later determined to be a Company employee), employees covered by a collective

bargaining agreement, leased employees, nonresident aliens with no U.S. source income (except certain

designated nonresident aliens paid through the U.S. payroll of a participating company), statutory

employees and individuals who are not classified as employees of participating companies on the payroll

of such companies (even if they are later reclassified as employees).

Enrollment

Automatic Enrollment Newly hired eligible employees will be automatically enrolled in the Plan. If you make no deferral election

during the first 60 days of the date your employment record was first sent to the Plan’s recordkeeper, you

will be automatically enrolled in the Plan at a pre-tax contribution rate of 3%. During the 60 day period,

you may either voluntarily enroll in the Plan (as more fully described below) or you may elect not to

participate.

For participants who have been in the Plan for at least 12 months and remain in the automatic enrollment

program, the 3% pre-tax contribution rate will be increased by 1% annually in each March until it reaches

6%.

You will receive information about enrollment when your employment record is sent to the Plan’s

recordkeeper.

Making Changes

To cease contributing to the Plan or to change the amount you are contributing, call the Benefits Service

Center at (800) 555-1899 and follow the interactive menu to the Plan, visit the myHR portal, or access

the Plan site directly at www.voyaretirementplans.com/enrollmentcenter.

You will need to verify some personal information when you call or log on. Then, you will need to:

Indicate the whole percentage of eligible compensation (from 0% to 50%) that you want to

save. An election of 0% ceases your contribution to the Plan. Please see Your Contributions on

page 12 for details.

Indicate how you want to invest your savings. See Investing Your Account on page 18 for details.

Complete an online beneficiary designation indicating whom you want to receive your Plan

Accounts if you should die before receiving a distribution of your entire benefit interest from

this Plan. You can name anyone, but if you are married and want to name a beneficiary other than

your spouse, federal law requires your spouse’s written, notarized consent; otherwise, your spouse will

remain the sole beneficiary. It is important to keep your beneficiary designation up to date. You can

make a change at any time. Simply complete your beneficiary designation online at

www.voyaretirementplans.com. If you are designating someone other than your spouse, you will need

to complete a Beneficiary Designation Form. You can obtain one by calling the Benefits Service Center

http://www.voyaretirementplans.com/enrollmentcenter.

http://www.voyaretirementplans.com/


Participation

8

at (800) 555-1899 and following the interactive menu to the Plan, or visiting the myHR portal, or

accessing the Plan directly at www.voyaretirementplans.com.

Under this Plan, you save on a regular basis through the convenience of automatic payroll deductions.

Deductions begin as soon as administratively possible after enrollment is complete.

If you decide to stop contributing to the Plan, your Accounts remain in the Plan until you are eligible for,

and request, a distribution. See Receiving a Final Distribution on page 35 for more information.

Certain individuals due to their position within the Company are subject to restrictions on trades within

the Plan, as described in the Voya Financial Personal Trading Policy.

In addition, all Plan participants are required to abide by any trading restrictions imposed by any

investment offered as an investment option under the Plan. To facilitate compliance, the Plan provides

reports to the Company’s compliance department for any employee subject to trading restrictions.

Information on trading restrictions in the fund options may be found in the prospectus (plus any

statements of additional information) that may be accessed through the Plan’s website or by calling the

Benefits Service Center at (800) 555-1899. You may also contact the applicable mutual fund directly and

request a copy of the prospectus and statement of additional information. Information on Voya’s imposed

restrictions may be obtained by contacting your compliance officer.

Eligible Compensation For purposes of contributions to the Plan, eligible compensation is generally defined as base pay

(including overtime, commissions and sales bonuses), short-term incentive awards, spot bonuses paid in

recognition of exemplary service, shift differential, education- or training-related bonuses (such as LOMA

or actuarial bonuses), and paid time off (PTO) payments included in the paycheck for your last period of

active employment. Eligible compensation is the gross amount before any reduction of your

compensation based on elections you make under a cafeteria plan, transportation fringe benefit program,

any other qualified retirement plan, or this Plan. Differential wage payments will be treated as eligible

compensation. A differential wage payment is generally a payment made by the Company or a

participating company to you for the difference between the amount you receive as military pay while on

active duty for a period of more than 30 days and what you were making on your job with the Company

or a participating company. To be considered eligible pay, the differential wage payment must be paid

through a participating employer’s U.S. payroll system.



Participation

9

Eligible compensation excludes all other items of compensation, including but not limited to any

compensation deferred under a nonqualified deferred compensation plan either at the time deferred or at

the time it is paid, stock-based compensation, business allowances, severance payments, PTO paid

after the paycheck for your last period of active employment, stay bonuses, sign-on bonuses, temporary

cost of living adjustments, long-term incentive awards or employer contributions to any retirement or

welfare plans. Also excluded is any compensation that is not paid through a participating employer’s U.S.

payroll system. The Code limits the amount of annual compensation on which your retirement benefits

are based. For 2018, the limit is $275,000.

In addition, eligible compensation excludes severance or salary continuation payments.

If you are on an unpaid military leave covered by USERRA, the Plan will impute compensation in the

amount you would have received if you had remained in active employment, based on your base rate of

pay in effect when the leave began and taking into account any salary adjustment and/or promotion you

would have received during the period of the military leave.

If this rate of pay cannot be determined with certainty, the Plan will treat you as having eligible

compensation equal to the amount you would have received during the 12-month period immediately

preceding the leave, or if shorter, the entire period of employment with the Company.


Your Contributions

10

Pre-tax Contributions Subject to the annual elective deferral limit, you can save from 1% to 50% of your eligible compensation

in the Plan on a pre-tax basis. Your taxable earnings for federal income tax purposes are reduced by the

pre-tax contributions you make to the Plan. In most cases, state and local income taxable earnings are

similarly reduced. Social Security taxes are not reduced by pre-tax contributions to the Plan.

Roth Contributions

You can save from 1% to 50% of your eligible compensation in the Plan on an after-tax Roth basis. Roth

contributions are subject to federal (and, where applicable, state and local) income tax withholding as

well as Social Security taxes, before they are withheld from your paycheck. While your contributions are

taxed at the point you contribute, the earnings on your contributions grow tax free, as long as certain

qualifying conditions are met on withdrawal. Generally, a Roth distribution is tax-free, if the Roth Account

has been open under the Plan for at least five years and, at the time of distribution, you are at least age

59½ or have become disabled or died. Roth amounts will be held in a separate account under the Plan.

Roth contributions and pre-tax contributions apply towards the IRS annual contribution limit and may be

made to the Plan at the same time, however your aggregate Roth contributions and pre-tax contributions

may not exceed 50% of your eligible compensation.

Matching Contributions

Both 401(k) pre-tax and Roth after-tax contributions are eligible for matching contributions, up to a

combined total of 6% of your eligible compensation. The match is credited based on each pay period’s

contribution.

In order to ensure you get the maximum annual match you should schedule your contributions over the

course of the entire calendar year and avoid reaching the annual IRS limit before the end of the calendar

year. Your contributions and match cease when you reach either the IRS contribution or compensation

limits during a calendar year. (The IRS contribution limit is $18,500 in 2018. Limits may change each

year.)


Your Contributions

11

Example: Pre-tax versus your personal after-tax savings

Let’s compare saving on a pre-tax basis in the Plan with after-tax savings, such as a savings account. In

this example, assume that your eligible compensation is $25,000 and you either defer 10% or $2,500 to

the Plan on a pre-tax basis or you defer 0% to the Plan and save $2,500 on a post-tax basis.

Plan Savings

Personal Savings

Eligible compensation $25,000 $25,000

Plan savings -$2,500 N/A

Taxable compensation $22,500 $25,000

Estimated federal and Social Security taxes (22.65% combined) - $5,096 - $5,663

Eligible compensation after taxes $17,404 $19,337

Personal savings N/A -$2,500

Remaining eligible compensation $17,404 $16,837

Company match +$1,500 N/A

In this hypothetical example, you have an extra $567 ($17,404 versus $16,837) remaining if you choose

to save by contributing to the Plan on a pre-tax basis instead of saving outside the Plan on an after-tax

basis. If you are subject to state and local income taxes, your current tax savings may be even greater.

In addition, the Company’s matching contribution — an extra $1,500 (6% of $25,000) — is added to your

Plan Accounts because you contributed over 6% of your eligible compensation to the Plan.

Tax Consequences and IRS Limitations Here are some additional points to consider about your savings decisions:

IRS Limits Access to Savings

To encourage saving for long-term needs and in exchange for certain tax advantages, the IRS limits your

access to your savings while you are actively employed with the Company and participate in this Plan.

You can withdraw pre-tax 401(k) savings before you terminate employment only if you have reached age

59½ or meet financial hardship requirements based on IRS guidelines. Taxes and penalties may apply.

Under the provisions of the Plan, Roth contributions may not be withdrawn while you are working. See

Withdrawals While You Are Working on page 29 for details about withdrawals, including the following

restrictions.


Your Contributions

12

2018 IRS Limits on 401(k) Savings

The aggregate total of your pre-tax and Roth savings in a calendar year cannot exceed the IRS annual

limit, adjusted annually based on the cost of living.

For 2018, the IRS annual limit on 401(k) savings is $18,500. This limit applies on an individual basis.

(If you participate in more than one 401(k) plan during a calendar year, all contributions made in

those plans count toward this limit.)

Employees who will be age 50 and over as of December 31 of the Plan year may also make

additional catch-up contributions of up to $6,000 (for 2018).

For 2018, the IRS annual limit on eligible compensation is $275,000. This means only $275,000 of

eligible compensation can be used in calculating your pre-tax and Roth deductions.

It is important to note that your contributions and the Company match will cease on the earlier of

when your year to date eligible earnings reach $275,000 or your combined pre-tax and Roth

contributions reach $18,500 at any point during a calendar year.

Tax Consequences of Withdrawals With pre-tax savings, you postpone current taxes while your money is invested in the Plan. You will owe

taxes when you take a withdrawal or receive a final distribution. You also may owe a 10% penalty tax if

you are younger than age 59½ at the time you receive this withdrawal or final distribution (unless you

meet certain exceptions).

You make Roth contributions after you have already paid tax so Roth contributions are not taxed at final

distribution. The investment earnings on Roth contributions will not be taxed at distribution, if your

distribution is a “qualified distribution.” To be a “qualified distribution,” the distribution must be made after

you satisfy the five-year holding period and after you either reach age 59½, become disabled or die. If

your distribution does not satisfy these requirements, the part of the distribution that reflects earnings on

your Roth Accounts will be subject to taxation and potentially an early payment penalty.

Ask your tax advisor how these requirements may affect you. For additional details on tax rules, see Tax

Rules on page 47.

Changing or Stopping Your Contributions You have the flexibility to make changes to the amount you contribute to the Plan as your needs change.

You can change the percentage you save or you can stop contributing at any time. In addition, you can

change the tax designation of your future contributions (pre- tax or Roth) at any time. To make a change

or to stop your contributions, call the Benefits Service Center at (800) 555-1899 and follow the interactive

menu to the Plan, or visit the myHR portal, or access the Plan site directly at

www.voyaretirementplans.com.

http://www.voyaretirementplans.com./


Your Contributions

13

Catch-up Contributions If you will be age 50 or over by December 31 of a plan year, you are eligible to make catch-up

contributions to the Plan for that year. The maximum amount that can be contributed to the Plan as

Catch-up Contributions on a pre-tax basis, a Roth basis or a combination of the two is $6,000 for 2018.

Catch-up Contributions are not included in the annual contribution limit ($18,500 for 2018). If you are

eligible to and want to make Catch-up Contributions, you must enroll by calling the Benefits Service

Center at (800) 555-1899 and following the prompts or by visiting the myHR portal, or accessing the Plan

directly at www.voyaretirementplans.com. You may designate all or any portion, of your Catch-up

Contributions as pre-tax or Roth Catch-up Contributions. Catch-up Contributions are not eligible for

matching contributions.

Rollovers from Another Qualified Plan or IRA If you are an active employee of a participating company and have funds in another employer’s tax-

qualified savings plan (that is, a tax qualified 401(a) plan, 403(b) plan, or 457(b) plan), you can transfer

(or roll over) that plan’s distribution into the Plan, even if you are not currently contributing to the Plan.

When you make a pre-tax rollover, you continue to defer federal, state and local income taxes (in most

states) on your money. Eligible pre-tax rollovers and Roth contribution rollovers from any tax-qualified

savings plan will be accepted (after-tax balances will not be accepted, other than Roth contributions).

The Plan will also accept a rollover of eligible distributions from the Voya Retirement Plan that are made

to terminated vested Plan participants or retirees who have a balance in the Plan at the time of the

rollover.

Generally, you can elect a direct rollover of all, or a portion, of an eligible distribution from your previous

employer’s tax-qualified savings plan or from a traditional individual retirement account (IRA), but not a

Roth IRA. However, in the case of a pre-tax amount, if you first receive the payment and then elect to

make a rollover, you can roll over the entire distribution, even though the actual payment was reduced for

income tax withholding (if you choose, you will have to make up the amount withheld for taxes from your

own funds). In either case, the rollover must be made within 60 days from the distribution from the prior

plan.

If you are already enrolled in the Plan, your rollover amount will be invested according to the current

investment elections you have made for your new contributions. If you are not enrolled, your rollover

amounts will be invested in the Voya Target Index Solution Trust with a target date nearest your normal

retirement age of 65 unless you make an affirmative investment election.

If you are considering making a rollover to the Plan, call the Benefits Service Center at (800) 555-1899

and follow the interactive menu to the Plan, or visit the myHR portal, or access the Plan site directly at

www.voyaretirementplans.com . Rollover certification forms are available at this website.


Your Contributions

14

How to Receive Matching Contributions The Company gives your savings a powerful boost by fully matching the contributions, excluding Catch-

up Contributions and Roth Catch-up Contributions, you make in each pay period into your 401(k)

account, up to 6% of eligible compensation. This matching formula, 100% of up to 6% of eligible

compensation, is only applied to the IRS eligible compensation of $275,000 for 2018. Eligible

compensation includes base pay, over-time, commissions and bonuses (see Eligible Compensation on

page 8).

The chart illustrates the company’s matching contribution in a given pay period:

Annual eligible compensation Each pay period, the Company will match up to 6% of eligible compensation

Company’s matching contribution for the pay period

Maximum Company match potential for the year

$48,000, paid as $2,000 over 24 semi-monthly pay periods

6% of $2,000 $120 $2,880

$120,000, paid as $5,000 in each pay period

6% of $5,000 $300 $7,200

If compensation is $300,000, paid as $12,500 in each pay period, eligible compensation is capped at $275,000.

6% of $12,500 $750 $16,500

(the limit is reached in 22 pay periods)

You should consider the matching formula and the annual limit of $18,500 together so that you can

contribute to your 401(k) account to take full advantage of the company’s matching program. Take the

example of an employee with eligible compensation of $120,000. The Company will fully match the

employee’s contribution up to 6% of eligible compensation – that being 6% of $5,000 or $300 – in each

pay period.

Example 1

The employee “front loads” by electing to contribute 20% of eligible compensation

($120,000*0.2/24), that being $1,000, to the 401(k) account each pay period. The employee has

reached the annual contribution limit of $18,500 by the October 15th payroll and is no longer

eligible to contribute to the 401(k) account over the remaining five pay periods left in the year. In

each pay period where the employee made a contribution of $1,000, the Company makes a

matching contribution of $300. Over the course of 19 pay periods from January 15 to October 15,

the Company has provided a matching contribution of $300 each month yielding a total annual

match of $5,700.

Example 2

The employee desires to maximize the Company’s matching contribution by spreading the

employee’s own contributions evenly over 24 pay periods. The employee elects to contribute 15%

of eligible compensation ($120,000*0.15/24), that being $750, each pay period. (The employee’s


Your Contributions

15

year end contribution will be $18,000). In each pay period where the employee makes a

contribution of $750, the Company makes a matching contribution of $300, yielding a total annual

match of $7,200.

In Example 1, the Company match is $5,700 while in Example 2, the Company match is $7,200

or $1,650 more. By taking into account the matching formula and the annual limit of $18,500, an

employee can maximize contributions to the 401(k) account.

IRS limits can affect certain highly paid employees’ eligibility to receive matching contributions. See the

Tax Rules topic on page 47 for details.

Vesting

Company matching contributions and any earnings

The Company’s matching contributions, adjusted for any earnings or losses credited to your Plan

Accounts, are subject to vesting. Vesting means gaining a permanent right to these funds. You are

always 100% vested in your pre-tax contributions, catch-up contributions, rollover contributions and Roth

contributions adjusted for any earnings or losses, but you become gradually vested in the Company’s

matching contributions (and the earnings or losses on them).

Under the Plan, vesting service is counted from your date of hire. For each year of employment in which

you work or are credited with at least 1,000 hours of service, you complete a year of vesting service and

become partially entitled to the Company match. Hourly employees are generally credited with an hour of

service for each hour paid. Salaried employees are credited with an equivalency number of hours for

each payroll period during which the employee works at least one hour (95 hours for semi-monthly

payroll and 190 hours per monthly payroll). Under certain circumstances, you will receive hours of

service for periods you are absent from work because of parental leave or leave protected under the

Family and Medical Leave Act of 1993 (“FMLA”).

If you participated in a prior plan to this Plan that used an elapsed time method for crediting vesting

service, you will be given one whole year of vesting service credit for each whole year of service

completed before January 1, 2002, and for the partial year ending December 31, 2001.

Employees hired on or after December 31, 2001, will vest in the Company match under the following

vesting schedule:

Completed Years of Service Vesting Percentage

1 year 25%

2 years 50%

3 years 75%

4 years 100%

Matching contributions will be made for elective contributions made for a period of military service


Your Contributions

16

covered by USERRA, but only if the participant is eligible for and timely resumes employment after the

end of the unpaid military leave and elects to make-up missed contributions for this period.

Once you are 100% vested, Company matching contributions and earnings are yours to keep. If you

leave before you are totally vested, the Company matching portion of your Plan Accounts in which you

had not vested will be forfeited. If you leave before you are fully vested and are subsequently rehired by

the Company, you will be subject to the vesting schedule in effect at the time of rehire. Whether service

before you left is counted depends on when you return.

Company matching contributions and earnings on those contributions also will be fully vested when any

of the following occur:

The participant reaches age 65 while actively employed

The participant dies while actively employed

The participant becomes eligible for benefits under the Company’s managed long-term disability

benefits plan

The Company terminates the Plan

Effective November 1, 2010, any participant who is actively employed by the Company on the

effective date of a sale of a direct or indirect controlling interest in the Company shall be 100% vested

in all of his or her Plan Accounts.

While Voya Services Company (the “Plan Sponsor”) currently intends to maintain the Plan for an

indefinite period, the Plan Sponsor may at any time, and at its sole discretion, amend or terminate the

Plan. Upon Plan termination, all participants will become fully vested in their Plan Accounts. Distributions

will be made promptly after termination.

If you terminate your employment when you are not fully vested in the matching contributions (and any

earnings) that the Company makes on your behalf, the non-vested portion of your Plan Accounts will

forfeited and reported on the next statement you receive following the change to terminated status.

Thereafter, the forfeited Company matching contribution and any earnings will not appear on your

quarterly statements.

Your forfeited amounts may be reinstated with interest, based on the interest credited to the Stable Value

Option during your absence, if you are reemployed within five years under the following conditions:

If you did not receive a final distribution of the vested portion of your Plan Accounts, the forfeited

portion of your Plan Accounts, including interest credited by the Stable Value Option, will be

reinstated and shown on your Plan statements; or

If you did receive a final distribution of the vested portion of your Plan Accounts, you have the option

of paying back the amount that has been distributed. If you repay the amount distributed, then the

previously forfeited portion of your Plan Accounts, including interest credited by the Voya Stable

Value Option up to the date of the final distribution, but not afterwards, will be restored. This option

will be available for five years after your date of re-employment.


Your Contributions

17

In addition to the rules previously stated, participants in certain legacy plans may have vesting occur at

an earlier date based on the following rules:

Special Provision for Former Participants in the FNIC Plan

If you participated in the Financial Network Investment Corporation 401(k) Savings and Investment Plan

(“FNIC Plan”) at the time of the merger of that plan into the Voya 401(k) Savings Plan, the following

special provision applies to you:

You will vest in the portion of your Plan Accounts that is attributable to your prior participation in the

FNIC Plan (known as your “FNIC Account”) upon attaining age 60 or upon the occurrence of a “total

disability.” Total disability is defined for this purpose as the inability to engage in any substantial

gainful activity due to a physical or mental impairment, which can be expected to result in death or

which has lasted or can be expected to last, for a continuous period of not less than 12 months. A

licensed physician selected or approved by the Plan Administrator must determine this condition.

Special Provision Related to IFG Services

If you participated in the IFG Services, Inc. 401(k) Profit Sharing Plan on December 31, 1999, the Normal

Retirement Age is 59 ½.

Your Own Contributions and Any Earnings

You are always fully vested in your own contributions adjusted for any earnings or losses on those

contributions. This includes rollover contributions.

Source of Leveraged ING Groep Stock In 1991, the ReliaStar Success Sharing Plan and ESOP (now known as the Plan) borrowed money from

the Company (then ReliaStar Financial Corporation.) and used it to purchase a large amount of ReliaStar

stock. That stock was converted to ING Groep N.V. American depositary receipts (“ADRs”) at the time of

the acquisition of ReliaStar by ING.

During 2003, all remaining unallocated ING Groep N.V. ADRs were allocated to participant Plan

Accounts. These shares are maintained in the ING Leveraged Company Stock Fund. The ING

Leveraged Company Stock Fund is closed to any additional contributions or investment transfers.

Profit Sharing Contributions The Plan provides that the Company and the participating companies may, at their discretion, make a

profit sharing contribution to the Plan. The Company and the participating companies do not currently

intend to make a profit sharing contribution.


Investing Your Account

18

Investment Options The Plan is designed to let you decide how you want to invest your Plan Accounts among many

investment options. The Plan is intended to comply with Section 404(c) of the Employee Retirement

Income Security Act of 1974, as amended (“ERISA”). With potential earnings on your contributions and

the Company’s matching contributions, your Plan Accounts can potentially grow into a substantial

investment for your future. You direct your contributions to the various investment options offered by the

Plan in which you want to invest.

The Plan’s investment options may change from time to time. The investment options available as of the

last update of this Plan description are shown below by asset classes (categories of investment options

with similar traits and objectives). The most current information including prospectus and performance

summary information can be found on the Plan’s website.

You should review the prospectus (including the statement of additional information) prior to investing.

See Fund Descriptions and Summaries for additional information on where to obtain investment

performance and fund information.

Asset Allocation

Voya Target Index Solution Trust 2020









Voya Target Index Solution Trust Income

Bonds

TCW MetWest Total Return Bond Fund

Northern Trust Collective Aggregate Bond Index Fund Voya Small Cap Growth Trust

Small/Mid/Specialty

Voya Real Estate Fund

Cohen & Steers Real Assets Multi

LSV Asset Management SMID Cap Value Portfolio



19

Northern Trust Collective Extended Market Index Fund

Voya Small Cap Growth Trust

Nuveen NWQ Small/Mid Cap Value – as of December 15, 2017 this fund has been replaced with the

LSV Asset Management SMID Cap Value Portfolio

Large-Cap

Northern Trust Collective S&P 500 Index Fund

Boston Partners Large Cap Value Equity Fund

T. Rowe Price Institutional Large Cap Growth Fund

Voya Company Stock Fund

Global International

Causeway International Value Fund

Vanguard International Growth Fund

Northern Trust Collective MSCI ACWI Ex-US Index Fund

Stability of Principal

Voya Stable Value Option

Closed Company Stock Funds

ING Group Company Stock Fund (formerly the ING Market Stock Fund) – as of July 17, 2014, this

fund is closed to new contributions or investment transfers

ING Leveraged Company Stock Fund (closed to new contributions and investment transfers)

Valuing the Voya Company Stock Fund, the ING Group Company Stock Fund and the ING Leveraged Company Stock Fund The Voya Company Stock Fund is invested primarily in Voya Financial common stock. The ING Group

Company Stock Fund and ING Leveraged Company Stock Fund are invested primarily in ING Groep

N.V. ADRs. A portion of each of the funds is held in cash to facilitate distributions and transfers from the

fund. The value of each fund is determined daily and is equal to the total value of the fund divided by the

total number of units credited to all participants who are invested in that fund on that day. The unit value

is affected by a number of factors, such as the market value of the underlying ADRs (in the case of the

ING Group Company Stock Fund and the ING Leveraged Company Stock Fund) and the market value of

the underlying common stock (in the case of the Voya Company Stock Fund), and the amount of

earnings generated by the cash portion and the reinvestment of dividends in each fund. Generally, each

ADR represents one bearer depositary receipt issued by Stichting Administratiekantoor ING Groep, with



20

a nominal value of .24 euros (EUR .24) each on ING Groep N.V. These ADRs are listed on the New York

Stock Exchange, and ING Groep N.V. files reports and other information with the U.S. Securities and

Exchange Commission. These filings are available to the public at the SEC’s website at www.sec.gov

and on ING’s website at http://www.ing.com/investor-relations/SEC-filings.htm.

Voting and Tender Rights for the Voya Company Stock Fund, the ING Group Company Stock Fund and the ING Leveraged Company Stock Fund

Stock and “Insider’ Information

Irrespective of your position with the Company, federal securities laws prohibit you from purchasing or

selling Voya Financial common stock or ING Groep N.V, ADRs or stock if you possess information that

might affect someone’s decision to buy, hold or sell such stock if disclosed (i.e., material, nonpublic or

“inside” information). These requirements apply to transactions in the Voya Company Stock Fund, the

ING Group Company Stock Fund and the ING Leveraged Company Stock Fund offered by the Plan. By

initiating any change to your contributions to the Voya Company Stock Fund, or your balance in the Voya

Company Stock Fund, the ING Group Company Stock Fund or the ING Leveraged Company Stock

Fund, you are certifying that you do not possess material, nonpublic information about Voya or ING

Groep, respectively. See the Voya Financial Personal Trading Policy for more information on the myHR

portal.

Fund Descriptions and Summaries

You will receive a brief description of each investment fund when you enroll in the Plan. Fund

performance information is updated quarterly and will accompany your quarterly Plan statement.

Information about investment funds, including historical performance and prospectus information, is

available on the Plan’s website.

The Plan is intended to constitute a plan described in Section 404(c) of ERISA and regulations issued

under Title 29 of the Code of Federal Regulations Section 2550.404c-1. Under such a plan, the

fiduciaries of the Plan are relieved of liability for the investment results of the investment decisions you

make. For example, if you choose a certain allocation among the investment options offered, and it turns

out that a different allocation would have been more favorable, the fiduciaries of the Plan will not be

responsible for the loss.

Therefore, you should take care in making your investment decisions.

http://www.sec.gov/

http://www.sec.gov/



21

Your Investment Decision You decide how you want to invest your Plan Accounts. You may allocate your contributions in whole

percentages amongst one or more of the investment options being offered, subject to the limitations

applicable to the Voya Company Stock Fund. All percentages for your investment option elections must

total 100%. Contributions will continue to be invested in the percentage(s) you elect for each fund until

you make a change. One exception is for new hires who are automatically enrolled in the Plan and do

not provide investment elections. A second exception is in the event an investment option is eliminated

and the Plan establishes a cutoff date after which contributions to the eliminated fund may no longer be

made.

In the event you are automatically enrolled or choose to contribute to the Plan, either through a rollover

contribution or by enrolling for a contribution, and fail to choose how you want your Plan Accounts

invested, the Plan will default you into the Voya Target Index Solution Trust with a target date nearest

your normal retirement age of 65. Similarly, if your investment election cannot be followed for some other

reason, the Plan may default your contributions into the Voya Target Index Solution Trust with a target

date nearest to your normal retirement age of 65. You may move your Plan Accounts from the default

investment at any time, subject to any trading restrictions imposed by the Plan or applicable law.

Before choosing one or more investment options, review each investment fund’s goals, performance,

charges and expenses and other information detailed in the investment fund’s prospectus. Please read

each investment fund’s prospectus carefully before investing. This information is available by calling the

Benefits Service Center at (800) 555-1899 and following the interactive menu to the Plan, or visiting the

myHR portal, or accessing the Plan’s website directly at: www.voyaretirementplans.com.

Limitations on Investment in the Voya Company Stock Fund While you generally have the ability to invest your Plan Accounts in any of the investment options

available under the Plan, your investment in the Voya Company Stock Fund is subject to certain

limitations.

Your Plan Accounts may be invested in Voya Company Stock Fund, or in other investment options

available under the Plan, provided however, you may not exceed the following limitations. You may elect

to invest no more than twenty percent (20%) of the value of each contribution made to your Plan

Accounts and you may direct investment transfers of no more than twenty percent (20%) of the total

value of your Plan Accounts into the Voya Company Stock Fund.

Changes in the investment performance that result in the value of your Plan Accounts invested in the

Voya Company Stock Fund exceeding twenty percent (20%) of the total value of your Plan Accounts

shall not be deemed to exceed this investment limitation.




22

Changing Investment Allocations For funds other than the Voya Company Stock Fund, you can change your investment allocation as often

as you wish, subject to any minimum holding requirements established by a fund, the Plan Administrator,

or the third-party plan recordkeeper. The Voya Company Stock Fund is subject to open and closed

trading periods.

Subject to the limitations applicable to the Voya Company Stock, you can change how:

Future contributions to your Plan Accounts are invested

Your current Plan Accounts value is invested among the funds

Except under unusual circumstances or market conditions, your future allocation change will be effective

the next business day. Except under unusual circumstances or market conditions, any changes you

make to your current account value will be processed on the same business day if submitted in good

order by the close of the New York Stock Exchange; normally, this is at 4 p.m. Eastern Time (or such

other time as established by the Plan administrator). You may make changes to your investment

allocations by calling the Benefits Service Center at (800) 555-1899 and following the interactive menu to

the plan or accessing the Plan website directly at www.voyaretirementplans.com.

Tracking Investment Performance You will receive quarterly reports of your Plan Accounts status and investment activity. In addition,

investment performance information and one-page descriptions of the investment options are included in

your Plan enrollment kit. For the most current information on investment performance and investment

options, including prospectuses and prospectus updates, call the Benefits Service Center at (800) 555-

1899 and follow the interactive menu to the Plan.



Black Out Periods

23

There may be times when you and/or other participants will be precluded from making investment

changes. This period is commonly referred to as a “black out period.” The length of a black out period

may vary and could result from an unusual corporate transaction, company information, earnings

release, change in Plan Administrator, or similar unusual events. Participants will generally receive

advance notice of a black out period and its anticipated end date, although the actual duration may vary.


TD Ameritrade Self-Directed Brokerage Account – Special Considerations

24

The TD Ameritrade Self-Directed Brokerage Account (SDBA) is available as an additional investment

option under the Plan. It provides you access to a wider array of investment choices, including open-end

mutual funds, fixed income securities, Exchange Traded Funds (ETFs) and publicly traded stocks.

Your SDBA is funded by you through transfers from one or more of the Plan’s core investment options.

Your payroll contributions cannot be directly deposited to TD Ameritrade – they must continue to be

directed to one or more of the Plan’s core investment options before the funds are transferred to your

SDBA.

The investment choices available through TD Ameritrade are not approved, selected, monitored or

reviewed by Voya or any representative of the Plan. When you elect to open a TD Ameritrade SDBA, you

assume the sole responsibility for actively managing the investments in your SDBA. When you set up an

SDBA with TD Ameritrade, you will be asked to sign a TD Ameritrade Account Agreement, which

incorporates the TD Ameritrade Client Agreement by reference. The TD Ameritrade Client Agreement

as well as other important documents is available at the following:

Form Name URL

Business Continuity Statement https://www.tdameritrade.com/retail-en_us/resources/pdf/AMTD5491.pdf

Privacy Statement https://www.tdameritrade.com/retail-en_us/resources/pdf/AMTD800.pdf

Client Agreement https://www.tdameritrade.com/retail-en_us/resources/pdf/SDPS182.pdf

Account Application https://www.tdameritrade.com/retail-en_us/resources/pdf/SDPS186.pdf

How is the TD Ameritrade SDBA different from a typical brokerage account?

Since the TD Ameritrade SDBA is made available under the Plan, it is subject to the Internal Revenue Code, other laws and the Plan document. Therefore, the same rules and restrictions that govern the Plan apply to the assets in your TD Ameritrade SDBA.

The TD Ameritrade SDBA can only be funded through transfers from one or more of the Plan’s core investment options.

You should read all agreements carefully before opening a self-directed brokerage account – the

terms of the agreements will affect your rights under the Plan. There are certain features of your

SDBA of which you should be aware, which are outlined below.

Restrictions and Policies The Plan’s core investment options, including securities issued by Voya and ING Groep, may not be

purchased through the SDBA account option. In addition, funds held within the Plan’s core Voya Stable

Value Option may not be transferred directly or indirectly to your SDBA account. See Equity Wash

Provision on page 27 for details.

Further, you should review the TD Ameritrade Guide for Participants and the Excessive Trading Policy

available under the Plan website at www.voyaretirementplans.com before investing.

Also, if you are associated with a Voya registered investment adviser or broker dealer, you will remain

https://www.tdameritrade.com/retail-en_us/resources/pdf/AMTD5491.pdf

https://www.tdameritrade.com/retail-en_us/resources/pdf/AMTD800.pdf

https://www.tdameritrade.com/retail-en_us/resources/pdf/SDPS182.pdf

https://www.tdameritrade.com/retail-en_us/resources/pdf/SDPS186.pdf



25

subject to the rules and requirements set forth in the respective Code of Ethics/Compliance Manual when

choosing the SDBA option within the Plan.

The following securities and transactions are generally not available through the TD Ameritrade SDBA:

master limited partnership units (which is a security of a limited partnership that is publicly-traded and

listed on a national securities exchange) or any other security that has the potential to generate

unrelated business taxable income to the Plan, short sales, margin trading, foreign securities, currencies,

non-exchanged listed limited partnership, futures/commodities, promissory notes, real estate/property,

collectibles, municipal bonds and unit investment trusts.

If it is determined in the future that an investment you acquired through the SDBA is required to issue a

Schedule K-1 to the Plan, you will be required to sell the investment within 30 days. If you do not sell the

investment within the required period of time, the Plan will instruct TD Ameritrade to sell the investment.

Upon settlement of the sell transaction, the proceeds will be transferred to the sweep account. Please

note that you will be responsible for all applicable transaction fees. Please refer to the TD Ameritrade

Commission schedule available at www.tdameritraderetirement.com for details.

Transfers to the Core Investment Options When you choose to move amounts between your SDBA to one or more of the non-competing core

investment funds available under the Plan, investments are liquidated as you direct and the proceeds are

added to a money market account. The amounts will remain there until you redirect the investments into

the Plan’s core investment options or an investment option in the SDBA. Further reinvestment in the core

investment options is not automatic – you must direct those investments to be made.

http://www.tdameritraderetirement.com/



26

Reports On Your SDBA You will receive two separate account statements for your SDBA. Your total SDBA market value will be

included on your regular Plan annual statement. In addition, for any month in which you have SDBA

activity, you will receive a separate SDBA statement from TD Ameritrade. You should carefully and

promptly review your monthly SDBA statement. The TD Ameritrade Client Agreement provides that you

must notify TD Ameritrade of errors within 10 days after the statement is sent. You will also receive a

written confirmation in the mail each time you place a trade. You will generally receive this confirmation

within three to five business days of placing your trade. You should carefully and promptly review each

confirmation you receive. The TD Ameritrade Client Agreement provides that the information in the

transaction confirmation is binding on you unless you object within five days after the confirmation is

sent.

Protection For Your SDBA The Securities Investor Protection Corporation (SIPC) provides insurance coverage – up to $500,000 –

for “customers” in the event of the financial failure of a brokerage company, like TD Ameritrade. Each

participant who has an SDBA through TD Ameritrade probably will be a separate “customer” for

purposes of SIPC, but that is not free from doubt. There is some risk that all participants who have

SDBAs will be aggregated and treated as one “customer” for purposes of the coverage limit of $500,000.

If you have two or more accounts with TD Ameritrade - one inside the Plan and one outside the Plan –

those accounts will almost certainly be aggregated for purposes of the limit under SIPC. TD Ameritrade

has arranged for additional protection for the securities in your SDBA. This protection is provided through

excess SIPC insurance coverage issued by London Insurers. This coverage protects against theft

following brokerage insolvency and does not protect against a decline in the market value of securities.

In addition, the coverage does not extend to the portion of your Plan Accounts that is invested in the core

investment options.



27

Equity Wash Provision – Voya Stable Value Option Trading restrictions within the stable value industry are known as “equity wash provisions” and restrict

participant investment transfers to competing funds considered similar to stable value offerings, such as

self-directed brokerage accounts, which offer access to competing investments, and money market

funds. The equity wash provision is intended to prevent excessive short-term or disruptive trading in

stable value funds and allow Voya to regulate credited interest and provide lower fees within the Voya

Stable Value Option.

The TD Ameritrade SDBA is considered a competing fund because it provides access to many funds

with similar investment objectives as the Voya Stable Value Option. The following provisions place

restrictions on fund transfers from the Plan’s Stable Value Fund to the TD Ameritrade SDBA:

Transfers cannot be made at any time from the Voya Stable Value Option directly to the TD

Ameritrade SDBA

Transfers from the Voya Stable Value Option to other investment options trigger a 90-day restriction

on transfers into the SDBA

Transfers from any investment option to any competing investment option trigger a 90-day restriction

on transfers from the Voya Stable Value Option

Surrenders from any investment option trigger a 90-day restriction on transfers from the Voya Stable

Value Option


Limits on Trading Activity

28

One or more of the investment options offered by the Plan may have established minimum hold periods

or surrender charges if the fund is not held for a minimum period of time. The recordkeeper is monitoring

investment activity in the Plan and will notify a participant who violates the minimum hold period.

Participants who fail to satisfy the minimum hold periods may be precluded from using the Plan’s

electronic or telephonic trading facilities. Continued failure to adhere to the trading requirements could

result in additional restrictions on a participant’s ability to invest his or her Plan Accounts. In addition to

restrictions imposed by the Plan recordkeeper or the underlying mutual fund, certain participating

companies have restrictions for their employees. The Plan will cooperate with any restrictions imposed

on Voya employees by the nature of their employment.


Withdrawals While You Are Working

29

The Plan is designed to help you save for retirement. But the Company recognizes that you need

flexibility in your retirement program. That is why the Plan offers several ways to receive your money

from the Plan, even if you are still working for a participating employer.

Hardship Withdrawals A hardship withdrawal is allowed from your pre-tax savings (excluding earnings) or from your vested

matching contributions if you are under age 59½. Hardship withdrawals are not allowed from any Roth

contributions although the pre-tax match on these contributions is available for Hardship distributions.

The money you withdraw must be needed for:

Payment of deductible medical expenses for yourself or your dependents

Purchase of a primary residence for yourself (excluding mortgage payments)

Payment of college tuition and related educational fees due within the next 12 months for yourself or

your dependent

Prevention of eviction or mortgage foreclosure on your primary residence

Payment for funeral expenses for a parent, spouse, child or dependent

Payment for repair of damage to your principal residence which qualifies as a casualty deduction

Further conditions apply. For example, you can withdraw only up to the amount necessary to meet your

financial need (which can include taxes that will be due on your withdrawal when you receive it). You can

make up to two hardship withdrawals in a calendar year. After you receive a hardship withdrawal, your

contributions and the Company matching contributions under all qualified and non-qualified plans of

deferred compensation maintained by the Company or an affiliated employer (including this Plan) will be

suspended for six months if any portion of the hardship withdrawal is funded with elective deferrals,

according to IRS “Safe Harbor” rules.

You are required to obtain all distributions, including loans, available to you under the Plan prior to taking

a hardship withdrawal.

Withdrawals after 59 ½ When you reach age 59½, you may withdraw all or any part of your vested pre-tax account. Roth savings

cannot be withdrawn although earnings on these contributions are eligible for withdrawal. You can make

up to two of these withdrawals in a calendar year. If you are less than 100% vested at the time of the

withdrawal, any subsequent withdrawal or distributions will be adjusted to reflect the effect of the

withdrawal.



30

Withdrawals from Rollover Accounts and Roth Rollover Accounts You may withdraw all or part of your pre-tax rollover account at any time. You may make up to two of

these withdrawals in a calendar year. You may not withdraw any Roth rollover account.

Withdrawals for Participants in a Prior Plan If you were a participant in a prior plan that had other withdrawal features, you may be eligible to request

a distribution for the amount in your prior plan account which was eligible for withdrawal under the prior

plan rules. If you think you are eligible, please contact the Benefits Service Center at (800) 555-1899 and

follow the interactive menu to the Plan.

A participant who was hired by a participating company previously covered under the Plan can take an

in-service withdrawal before age 59½ of any vested matching contributions allocated to his or her Plan

Accounts as of December 31, 2001 (as adjusted for earnings and losses), excluding the portion of such

matching account that is attributable to contributions made within the two-year period ending on the date

of the withdrawal. You can make up to two of these withdrawals in any calendar year.

Special Provisions for Former Participants in the ReliaStar Plan

If you participated in the ReliaStar Financial Corporation Success Sharing Plan and ESOP (“ReliaStar

Plan”) or were an employee hired on or after July 1, 2001, and before January 1, 2002, by a participating

company covered by the ReliaStar Plan (including an employee whose principal work site is the Minot,

North Dakota Service Center), certain special provisions apply to you.

If you are a participant who had an account transferred to the ReliaStar Plan from one of the following

plans:

• Security-Connecticut Corporation Savings and Profit Sharing Plan; or

• KPMG 401(k) Plan

then you are entitled to the in-service withdrawal options provided by the applicable appendix to the

ReliaStar Plan as in effect on June 30, 2001.

The specific withdrawal option includes:

Security-Connecticut Corporation Savings and Profit- Sharing Plan — Vested matching

contributions under the Security-Connecticut Plan can be withdrawn at any time. Also, after attaining age

59½, former participants can withdraw the 401(k) contributions made prior to January 1, 1998.

KPMG 401(k) Plan — Matching contributions from the KPMG Plan can be withdrawn after completion of

five years of continuous service.



31

Type of Money Used for Withdrawals Money for withdrawals will be taken from the various portions of your Plan Accounts in an order

established by the Voya Financial Plan Administrative Committee. This is called the liquidation order.

Within each portion of your Plan Accounts, the money for withdrawals will be taken on a prorated basis

from each investment option in which that portion is invested, with the exception of the ING Leveraged

Company Stock Fund, which will be the last source of withdrawal. The balance credited to the Roth

catch-up contribution account, Roth contribution account and Roth rollover contribution account may not

be withdrawn prior to termination of employment.

You can get more information on the order in which withdrawal funds will be taken from your Plan

Accounts when you request a withdrawal or by calling the Benefits Service Center at (800) 555-1899 and

following the interactive menu to the Plan at any time.

Applying for a Withdrawal To apply for a withdrawal, call the Benefits Service Center at (800) 555-1899 and follow the interactive

menu to the Plan. The Plan Administrator has delegated the approval of all hardship withdrawals to the

third party administrator. Once you have reached the automated voice response system, you may press

“0” to speak with a customer service associate.

Taxes on Withdrawals Your withdrawal will be taxable income to you when received, and if you are younger than age 59½, you

will owe an additional 10% penalty tax, unless certain exceptions are met. Tax rules can be complicated.

You should consult with a tax advisor before applying for a withdrawal. For additional details on tax rules,

see the Tax Rules topic on page 47.


Loans While You Are Working

32

While you are still working for a participating employer, a loan can be an alternative to a withdrawal since

there are no tax penalties and you pay yourself back with interest. Subject to certain limits, you can

borrow money from your pre-tax account and repay the loan by convenient payroll deduction. You may

not take a loan from your Roth account although the value of the Roth is used in determining the amount

available for a loan.

Eligibility Loans are available to active employees of participating companies who receive a regular paycheck and

to employees of participating companies who are on paid leave or short-term disability leave.

Accordingly, employees who are receiving long-term disability benefits cannot obtain new loans. Further,

a former employee receiving severance pay or salary continuation, as well as retirees, temporary

employees and beneficiaries cannot obtain new loans.

Loan Limits You can have up to two outstanding loans at one time. You can borrow up to 50% of your vested Plan

Accounts value but not more than your pre-tax balance (minus the account value of all outstanding

loans) within these limits:

Minimum—$1,000

Maximum—$50,000 (unless you have taken prior loans)

All loans from any plans sponsored by the Company or any affiliate are counted in applying these rules.

Example: How much you can borrow from your Plan Accounts

If your vested pre-tax Plan account value is $80,000, your current outstanding loan balance is $8,000

and your highest outstanding loan balance in the last 12 months is $10,000, you could borrow the

following amount:

Step A

$50,000

- $10,000 highest outstanding loan balance in last 12 months

$40,000

Step B

$80,000 current account value

x 50%

$40,000

- $8,000 current outstanding loan balance

$32,000

Since Step B is less, $32,000 is available for a new loan.



33

Interest on Your Loan The interest rate you pay on a loan is fixed for the period of the loan, based on the rate in effect when

your application is processed. That rate is the prime interest rate published at www.bloomberg.com on

the last business day of the previous month pIus 1%. The interest portion of your repayments is also

credited to your Plan Accounts.

Repayment Schedule When you take a loan, you choose the length of time (up to 57 months) in which to repay it. This will

affect the amount of your payroll deduction each pay period. The repayment period is from one to five

years.

You can prepay in full the outstanding balance on a loan at any time using ACH debit, a certified check,

or money order. You may also make a partial loan repayment at any time during the term of the loan.

This payment will lower the semi-monthly payments but does not change the original duration of the loan.

Type of Money Used for a Loan Money for loans will be taken from the various portions of your Plan Accounts in an order established by

the Plan Sponsor (generally prorated across your investment options, with the exception of the ING

Leveraged Company Stock Fund). You can obtain the order by calling the Benefits Service Center at

(800) 555-1899 and following the interactive menu to the Plan.

You may not take a loan from the Roth catch-up contribution account, Roth contribution account or Roth

rollover contribution account. However, the balance credited to those accounts may be used as security

for a loan.

Applying for a Loan To apply for a loan, call the Benefits Service Center at (800) 555-1899 and follow the interactive menu to

the Plan or apply online at www.voyaretirementplans.com. If accessing the automated voice response

system, you may press “0” to speak with a Customer Service Associate.

http://www.bloomberg.com/



34

Defaulting on a Loan Subject to special rules for an unpaid leave of absence, your loan will be in default if a loan payment is

not made when it is due. If your loan remains in default beyond the grace period, the outstanding

balance will be treated as if you had received a distribution from the Plan for income tax purposes. It will

be reported to the IRS as a taxable distribution, and you will have to pay any applicable taxes and

penalties.

If you have an outstanding loan balance when you terminate your employment, you must continue your

loan payments via ACH debit or repay it by the end of the calendar quarter after the quarter in which your

termination of employment occurred; otherwise, your loan will be defaulted and the unpaid amount will be

treated as a taxable distribution, unless rolled over.


Receiving a Final Distribution

35

You can receive a final distribution of your vested Plan Accounts when you terminate your employment

or become totally disabled. Your beneficiary receives your vested Plan Accounts balance if you die.

Eligibility Final distribution of your vested Plan Accounts can begin any time after you terminate your employment

with all affiliated companies. You also can receive a final distribution if you become totally disabled and

qualify for long-term disability benefits and have exhausted any salary continuance benefit. (See the

Withdrawals While You Are Working topic for more information.)

You will be required to start taking minimum distributions by April 1 of the year following the later of the

calendar year in which you turn 70½ or terminate from service, and by each December 31 thereafter.

You will be told how much will be distributed to you each year.

However, if you are a 5% owner (as defined in the Plan), you will be required to start taking minimum

distributions by April 1 of the year following the calendar year in which you turn 70½ regardless of

whether you have terminated from service.

Both pre-tax and Roth amounts in the Plan are subject to minimum distribution rules. However, you may

roll Roth amounts into a Roth IRA, which are not subject to the minimum distribution rules during the

participant’s lifetime. (Please be aware that rolling your Roth amounts into a Roth IRA may reset the five

year holding period for a qualified distribution of these amounts.) Minimum distributions will first be taken

from the pre-tax accounts.

Payment Timing When you terminate employment, you can obtain a distribution of your vested Plan Accounts as soon as

administratively possible (usually within 30 days), or if your vested Plan Accounts is greater than $1,000,

you can defer payment to a later date. (You cannot defer the start of payments beyond April 1 of the

calendar year after you reach age 70½.)

Note: If you have investments in the Voya Company Stock Fund, the ING Group Company Stock Fund and/or the ING Leveraged Company Stock Fund when you are eligible to take a distribution, you or your beneficiary may take the distribution of such amounts in shares of Voya common stock or ING Groep N.V. ADRs, as applicable, or have the market value of your Voya Company Stock Fund, ING Group Company Stock Fund or ING Leveraged Company Stock Fund converted to cash.

Following termination, you cannot make any further contributions to the Plan, nor can you take any loans.

Whether you elect final distribution of your Plan Accounts right away or defer it, you have the same

choices available for how your Plan Accounts are paid (subject to required distributions after age 70½).


Payment Options

36

Generally, you may elect either of the following payment options if your vested balance is greater than

$1,000. If your vested balance is $1,000 or less, your Plan Accounts cannot be deferred and will

automatically be paid in a lump sum payment. You will receive information after you terminate

employment regarding the timing of your final distribution.

The Roth catch-up contribution account, Roth contribution account and Roth rollover contribution account

will be treated as a separate plan for purposes of determining whether you have a total Plan Accounts

balance of $1,000 or less.

Special tax considerations can affect your payment choice. You should see a tax advisor before making

your decision. For additional details on tax rules, see Tax Rules on page 47.

Lump-sum Payment You generally receive the full value of your Plan Accounts as a single cash payment. If a portion of your

Plan Accounts is invested in the Voya Company Stock Fund, you may choose to receive shares of Voya

for some or that entire portion. In addition, if a portion of your Plan Accounts is invested in the ING

Leveraged Company Stock Fund or the ING Group Company Stock Fund, you may choose to receive

ADRs of ING Groep for some or that entire portion.

Installment Payments for a Certain Period A benefit is paid monthly, quarterly, semi-annually or annually. If you live beyond the specified number of

payments, payments will stop. If you die before receiving the guaranteed number of payments, the

current value of the remaining payments will be paid to your beneficiary in a single lump sum.

If you elect to receive installment payments, you may elect to receive any unpaid portion of your benefits

in a lump-sum payment at a later time.

If You Die If you die before you are eligible to receive payment from your Plan Accounts or before you make a

distribution election, your vested Plan Accounts will be paid to your designated beneficiary. (If you die

while actively employed, vesting will occur automatically.)


Payment Options

37

Naming a Beneficiary

Complete an online beneficiary designation indicating whom you want to receive your Plan

Accounts if you should die before receiving a distribution of your entire benefit interest from this

Plan. You can name anyone, but if you are married and want to name a beneficiary other than your

spouse, federal law requires your spouse’s written, notarized consent; otherwise, your spouse will remain

the sole beneficiary. It is important to keep your beneficiary designation up to date. You can make a

change at any time. Simply complete your beneficiary designation online at www.voyaretirementplans.com.

If you are designating someone other than your spouse, you will need to complete a Beneficiary

Designation Form. You can obtain one by calling the Benefits Service Center at (800) 555-1899 and

following the interactive menu to the Plan, or visiting the myHR portal, or accessing the Plan directly at

www.voyaretirementplans.com.

Naming a minor as a beneficiary Minor child(ren) can be named as beneficiaries, but often your Plan Accounts cannot be paid to a minor unless it is a nominal amount. Typically, if a minor is a designated beneficiary a court may be needed to appoint a guardian for the minor before the benefit can be paid. Naming an individual(s) with special needs as a beneficiary Receiving benefits could unintentionally disqualify the individual with special needs from receiving governmental benefits. An alternative may be to create a special needs trust. It is important to consult with a legal or tax advisor when considering naming a beneficiary and especially when naming a minor or individual with special needs as beneficiaries.



Payment Options

38

If you die before payments begin, your beneficiary generally has the same payment choices available as

described in the Payment Options section. However, the total Plan Accounts paid to a non-spouse

beneficiary must be distributed no later than the last day of the calendar year in which the fifth

anniversary of your death occurs. If you die after payments begin, any additional payment will depend on

the payment option you had elected.

In the absence of an effective beneficiary designation, your Plan Accounts will be paid to your spouse if

you are married. If you are not married, your Plan Accounts will generally be paid to the person or

persons who survive you in the first of the following classes in which there is a survivor (in equal shares

within any class):

Your children (if a child dies before you die and that deceased child leaves surviving descendants,

those descendants will take the share that their deceased parent would have taken)

Your parents

Your siblings

If none of these heirs survive you, your Plan Accounts will be paid to your estate.

If you die while performing qualified military service (as defined in Internal Revenue Code § 414(u)), your

beneficiary will be entitled to any additional benefits (other than benefit accruals relating to the period of

qualified military service) that would have been provided under the Plan had you returned to work with

the Company and then terminated employment on account of death.

Applying for Payment When you terminate employment or go on long-term disability, or if you die while an employee, the

Company will give you or your beneficiary details about payment options. Otherwise, you (or, if

applicable, your beneficiary) can call the Benefits Service Center at (800) 555-1899 and follow the

interactive menu to the Plan when you want to initiate a final distribution.


Loss of Benefits

39

Plan benefits may be denied or terminated if any one of the following occurs:

You terminate employment before you become fully vested in Plan benefits;

The Plan is terminated and future contributions cease; or

You do not satisfy the conditions for payment of a benefit.


Plan Details

40

Plan Name

Voya 401(k) Savings Plan

(Formerly the ING U.S. Savings Plan and ESOP)

Plan Sponsor

Voya Services Company (the “Company”)

5780 Powers Ferry Rd., NW

Atlanta, GA 30327

Plan Trustee

Voya Institutional Trust Company

One Orange Way

Windsor, CT 06095

Plan Administrator

Voya Financial Plan Administrative Committee


Atlanta, GA 30327

ATTN: Director, Corporate Benefits

Phone: (800) 555-1899

Agent for Service of Legal Process

The Corporation Trust Company

The Corporation Trust Center

1209 Orange St.

Wilmington, DE 19801

Summary Plan Description (SPD)

This booklet summarizes the benefits and operation of the Voya 401(k) Savings Plan. It is presented for

your general information and guidance, and contains a summary of current guidelines, which may be

changed by the Company, in whole or in part, at any time, with or without notice. The Plan is subject to

ERISA and is more fully described in the formal provisions of the Plan document. You are welcome to

examine the Plan document at any time. Please see Your Rights Under ERISA for more information

about the Plan document.

We have tried to make this SPD accurate and complete. However, in the case of any inconsistency

between it and the Plan document, the Plan document will govern. We encourage you to bring any

inconsistency to the attention of your human resources representative.


Plan Details

41

Plan Year

Employee records relating to the Plan are kept on a plan-year basis. The plan year runs from January 1

through December 31.

Plan Number

002

Employer Identification Number: 52-131721

Refer to this number to obtain Plan information from the U.S. Department of Labor or Internal Revenue

Service.

Participating Companies

The participating companies include Voya Financial and several of its affiliates. A complete list of

participating companies is available to you and may be obtained by written request to the Voya

Corporate Benefits Department.

Named Fiduciaries

The Plan’s named fiduciaries are the Voya Financial Plan Administrative Committee and the Voya

Financial Plan Investment Committee. The Voya Financial Plan Administrative Committee is the Plan

Administrator. The Plan Administrator or its designee has the sole right to exercise its discretion to

construe and interpret the provisions of the Plan, and its decisions shall be binding and conclusive. The

Plan Administrator has the sole right to make rules and regulations necessary or proper for the

administration and/or operation of the Plan and the transaction of business hereunder.

The Voya Financial Plan Investment Committee has sole authority for the Plan’s investments.

No Contract of Employment

The Plan does not constitute a contract of employment between you and the Company or a participating

subsidiary. Your participation in the Plan does not give you any right to continue as an employee of the

Company. All employees remain subject to termination or discipline as if the Plan had not been put into

effect.


Your Rights Under ERISA

42

The Employee Retirement Income Security Act of 1974 (ERISA), as amended, provides that all

participants who are eligible to participate in an ERISA governed plan are entitled to:

Examine, without charge, at the Plan Administrator’s office and at other specified locations, all Plan

documents, including insurance contracts, collective bargaining agreements (if applicable) and a

copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of

Labor and available at the Public Disclosure Room or the Employee Benefits Security Administration.

Obtain copies of all Plan documents and other Plan information upon written request to the Plan

Administrator; the administrator may make a reasonable charge for the copies.

Receive a summary of the Plan’s annual financial report; the Plan Administrator is required by law to

furnish each participant with a copy of this summary annual report annually.

Obtain a statement telling you the amount in your Plan account that is presently available if you stop

working under the Plan now. This statement must be requested in writing and is not required to be

given more than once every 12 months. The Plan statement is provided free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are

responsible for the operation of employee benefit plans. The people who operate your Plan, called

fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other plan

participants and beneficiaries.

No one, including your employer or any other person, may fire you or otherwise discriminate against you

in any way to prevent you from obtaining a benefit or exercising your rights under ERISA.

If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was

done, to obtain copies of documents relating to the decision without charge and to appeal any denial, all

within certain time schedules.

Under ERISA, there are steps you can take to enforce these rights. For instance, if you request materials

from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case,

the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until

you receive the materials, unless the materials were not sent because of reasons beyond the control of

the administrator.

If you have a claim for benefits that is denied or ignored, in whole or in part, and you have exhausted the

Plan’s claims procedure, you may file suit in a state or Federal court. In addition, if you disagree with the

Plan’s decision, or lack thereof, concerning the qualified status of a domestic relations order or a medical

child support order, you may file suit in Federal court.


Your Rights Under ERISA

43

If it should happen that Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for

asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in

a Federal court. The court will decide who should pay court costs and legal fees. If you are successful,

the court may order the person you have sued to pay these costs and fees. If you lose, the court may

order you to pay these costs and fees; for example, if the court finds your claim is frivolous.

If you have any questions about a plan, you should contact the Plan Administrator in writing. If you have

any questions about this statement or about your rights under ERISA, or if you need assistance in

obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee

Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the

Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S.

Department of Labor, 200 Constitution Avenue, NW., Washington, D.C. 20210.

You may also obtain certain publications about your rights and responsibilities under ERISA by calling

the publications hotline of the Employee Benefits Security Administration.


Claims Filing and Appeals

44

You or your beneficiary must file the appropriate forms, if applicable, to receive any benefits or to take

any other action under any of the plans. You can obtain all forms required to take any action under the

plans by calling the Benefits Service Center at (800) 555-1899 and following the interactive menu to the

plan, or by visiting the myHR portal intranet.

Contact Information for Claims Filing



Atlanta, GA 30327

Phone: (800) 555-1899

Contact Information for Appealing Claims



Atlanta, GA 30327

ATTN: Director, Corporate Benefits

Phone: (800) 555-1899

Timeframe for Claim Determinations

If you receive an adverse benefit determination (i.e., any denial, reduction or termination of a benefit, in

whole or in part, or a failure to provide or make a payment), the Plan Administrator will notify you of the

adverse determination within a reasonable period of time, but not later than 90 days after receiving the

claim.

This 90-day period may be extended for up to an additional 90 days, if the Plan Administrator both

determines that special circumstances require an extension of time for processing the claim, and notifies

you of the special circumstances requiring the extension of time and the date by which the plan expects

to render a decision before the initial 90-day period expires.

If You Receive an Adverse Benefit Determination

The Plan Administrator will provide you with notification of any adverse benefit determination, which will

set forth:

1. The specific reason(s) for the adverse benefit determination;

2. Reference to the specific plan provisions on which the benefit determination is based;

3. A description of any additional material or information that is necessary for you to perfect the claim

and an explanation of why that material or information is necessary; and

4. A description of the plan’s appeal procedures and time limits applicable to such procedures, including

a statement of your right to bring civil action under ERISA after an adverse determination on appeal.



45

TD Ameritrade Arbitration

If you invest all or part of your Plan Accounts through an SDBA with TD Ameritrade, you will be agreeing

to arbitrate any dispute you have with TD Ameritrade. That arbitration process is part of the formal claims

procedure for the Plan and can be found in the TD Ameritrade Client Agreement.

Procedures for Appealing an Adverse Benefit Determination

You, or your authorized representative, have 60 days following the receipt of a notification of an adverse

benefit determination within which to appeal the determination.

You have the right to:

1. Submit written comments, documents, records and other information relating to the claim for benefits;

2. Request free of charge, reasonable access to, and copies of, all documents, records and other

information relevant to your claim for benefits. For this purpose, a document, record or other

information is treated as “relevant” to your claim if it:

a) Was relied upon in making the benefit determination;

b) Was submitted, considered or generated in the course of making the benefit determination,

regardless of whether such document, record or other information was relied upon in making the

benefit determination; and

c) Demonstrates compliance with the administrative processes and safeguards required in making

the benefit determination.

3. A review that takes into account all comments, documents, records and other information submitted

by you relating to the claim, regardless of whether such information was submitted or considered in

the initial benefit determination.

The Plan Administrator will notify you of the plan’s benefit determination on review within a reasonable

period of time, but not later than 60 days after receipt of your request for review by the plan. This 60-day

period may be extended for up to an additional 60 days, if the Plan Administrator both determines that

special circumstances require an extension of time for processing the claim and notifies you of the

special circumstances requiring the extension of time and the date by which the plan expects to render a

determination upon review before the initial 60-day period expires.

In the event an extension is necessary due to your failure to submit necessary information, the plan’s

timeframe for making a benefit determination on review stops on the date the Plan Administrator sends

you the extension notification until the date you respond to the request for additional information.

The Plan Administrator’s notice of an adverse benefit determination on appeal will contain all of the

following information:

1. The specific reason(s) for the adverse benefit determination;

2. Reference to the specific plan provisions on which the benefit determination is based;

3. A statement that you are entitled to receive, upon request and free of charge, reasonable access to,

and copies of, all documents, records and other information relevant to your claim;



46

4. A statement describing any voluntary appeal procedures offered by the plan and your right to obtain

the information about such procedures; and 5. A statement of your right to bring action under ERISA.

Legal Action and Statute of Limitations

You may pursue legal action only after you have completed the claims process described above. In

addition, if you have completed the claims process above and want to bring a lawsuit, you must do so

within the shorter of (1) one year of the final denial of your claim or (2) three years from the date of the

services giving rise to the claim.

All claims other than claims for benefits (such as, but not limited to: claims for penalties, equitable relief,

interference with protected rights, or production of documents; claims against nonfiduciaries) must be

brought within one year of the act or omission giving rise to the claim.

Failure to file a lawsuit within the applicable period will cause your rights to expire.


Other Information About Plan Administration

47

Tax Rules Special tax rules apply to payments from the Plan that can affect your decision about taking a

withdrawal, as well as the timing and form of payment you receive when you leave the Company. The

rules are complicated and subject to change, so we recommend that you check with a tax advisor before

you choose to receive a payment.

Except as described below, when you receive any payments (including a lump sum distribution from the

Plan), the full amount you receive is taxable in the year it is paid to you. In addition, these tax rules apply:

1. Loans from the Plan that are in default and hardship withdrawals are considered to be Plan

distributions that provide taxable income to you. As a result, such distributions may be subject to

federal (and in most states, state) income tax, and except in the case of certain circumstances are

also generally subject to a 10% penalty tax.

2. The portion of any distribution attributable to any Roth contributions you made to the Plan will not be

subject to federal income tax when withdrawn from the Plan.

3. Generally, a distribution of your Roth account is not included in your gross income if the distribution is

a “qualified distribution” – a distribution made after a five-taxable-year period of Roth participation in

the Plan and made on or after the date you attain age 59½, your death, or due to your disability.

If your distribution does not satisfy these requirements, the part of your distribution that reflects earnings

on your Roth accounts will be taxable (and may be subject to an early payment penalty). You cannot just

withdraw the Roth contributions. In determining the amount of any non-qualifying Roth withdrawal

including earnings and the amount of your contributions, the ratio of your earnings to contributions on

your account as a whole is applied to the withdrawal amount. In other words, the same ratio of earnings

to contributions found in your Roth account as a whole (at the point of the distribution) will be assumed to

apply to your withdrawal in determining the taxes and penalties on earnings.

Ask your tax advisor how these requirements may affect you.

Special rules described later in this Tax Rules section apply to distributions made in Voya common stock

or ING Groep ADRs.

The IRS requires companies to withhold 20% of the taxable portion of an eligible rollover distribution

(generally, any payment other than a hardship distribution from the Plan, a required distribution, an

annuity or installments paid over 10 years or more). This withholding is an advance estimated payment

on the income taxes you may owe. Depending on your situation, you may owe more or less taxes when

you file your annual return. The only way you can avoid the 20% withholding requirement is by asking the

Company to make a “direct rollover” of all or part of your taxable payment to an individual retirement

account (IRA) or another qualified plan that accepts rollovers. The amount distributed must exceed $200

to be eligible for a direct rollover. The Roth catch-up contribution account, Roth contribution account and

Roth rollover contribution account will be treated as a separate plan for purposes of determining whether

you have an account balance of greater than $200. The Company will send you more information about

direct rollovers when you leave the Company.



48

If you receive an eligible rollover distribution from the Plan that consists only of Voya stock or ING Groep

ADRs, you are not required to sell stock to pay the withholding tax. If your payment consists of cash and

stock or includes an outstanding loan balance, the 20% withholding will apply to the total taxable amount

distributed. However, the applicable withholding amount will not be greater than the amount of cash you

receive.

To continue deferring taxes, you can make a rollover of an eligible rollover distribution from the Plan. If

you make a direct rollover, your check and/or stock distribution from the Plan will be prepared in the

name that you provide for the trustee for the IRA, 403(b) plan or other employer’s qualified plan. In this

way, you avoid the automatic 20% federal income tax withholding. If you do not make a direct rollover,

you still have 60 days after you receive the eligible rollover distribution to make a rollover on your own.

However, in this case, the 20% withholding will still be taken from your taxable distribution. If you roll the

distribution to an IRA or other qualified plan, you can use other funds to replace the 20% withheld. The

federal income tax withheld may then be recovered when you file your tax return.

In general, a 10% penalty tax for early distribution applies if you receive a payment before age 59½,

unless you terminate employment in the year you reach age 55 or after you reach age 55, or later, and

payment is made after termination. This penalty is not withheld from your payment; you will be

responsible for paying this additional tax when you file your tax return. The penalty does not apply in

certain situations, such as when payment is due to disability, death, or when needed to pay for un-

reimbursed medical expenses in excess of 7.5% of your adjusted gross income. Other exceptions may

apply.

There is a special rule for a distribution from the Plan that includes Voya or ING Groep stock. To use this

special rule, the distribution must qualify as a lump sum distribution or the Voya or ING Groep stock

included in the distribution must be attributable to “after-tax” employee contributions, if any. A lump sum

distribution for this purpose is a distribution, within one year, of your entire balance under the Plan (and

certain other similar plans of the Company) that is payable to you after you have reached age 59½ or

because you have separated from service, became disabled or died.

Under this special rule, you may exclude from income for federal tax purposes the “net unrealized

appreciation” of the Voya or ING Groep stock until you sell the Voya or ING Groep stock. Under these

rules, only the cost basis of Voya or ING Groep stock is treated as taxable income at the time of

distribution. For a lump sum distribution, the net unrealized appreciation will then be taxed at long-term

capital gains rates. Net unrealized appreciation generally is the increase in the value of the Voya or ING

Groep stock while it was held by the Plan.

You may instead elect not to have the special rule apply to the net unrealized appreciation. In this case,

your net unrealized appreciation will be taxed in the year you receive the Voya or ING Groep stock,

unless you roll over the Voya or ING Groep stock subject to the eligible rollover distribution rules. The

Voya or ING Groep stock (including any net unrealized appreciation) can be rolled over to a traditional

IRA or another qualified employer plan, either in a direct rollover or a rollover that you make yourself,

provided the IRA or other plan accepts an in-kind rollover.



49

Because capital gains rates are lower than ordinary income rates, many participants (particularly those

with significant Plan balances) may find it attractive to take a lump sum distribution and receive the Voya

or ING Groep stock portion of their accounts in the form of shares of Voya or ING Groep stock. The rules

for obtaining this favorable tax treatment are complex and are best discussed with a financial or tax

planner. Note that ING Groep ADRs attributed to new contributions or transfers after March 25, 2014 are

not eligible for this net unrealized appreciation treatment.

Your distribution also may be subject to state and local income taxes when you receive it. (If state

income tax applies, you must complete the appropriate state withholding form.)

Additional tax information will be provided to you when you are eligible to receive a payment. However,

we recommend that you check with a tax advisor regarding your personal situation.



50

Highly Compensated Employees Government rules place certain limits on the savings percentage allowed for highly compensated

employees in relation to other employees, as well as the total amount of annual contributions allowed.

These limits may apply to you if your compensation is in excess of $120,000 (indexed) annually. There

are further limits on the benefits you can receive from the Plan in combination with other company plans.

If you meet this definition, you will be notified of any limits that affect the level of your savings and/or the

Company’s matching contributions to your Plan Accounts, or if the Company will make additional

contributions to the plan to satisfy nondiscrimination rules.

Limits on Benefits Section 415 of the Internal Revenue Code places a dollar limit on the annual amount of retirement

benefits that can be allocated to a participant’s accounts under a qualified plan. Defined contribution

plans like the Plan are limited to a maximum annual allocation. This maximum is subject to indexing

annually.

Top-heavy Plans The Internal Revenue Code provides a set of rules to follow if a retirement plan is, or becomes, top-

heavy. A top-heavy plan is one in which key employees hold more than 60% of the value of total benefits

payable from the plan. For this purpose, a key employee is a highly-paid officer, major shareholder or

certain highly compensated individual. It is very unlikely that the Plan will become top-heavy. In the

unlikely event that the Plan should become top-heavy, the Company will issue a supplement to this

handbook explaining how top-heavy status will affect your benefits.

Assignment of Benefits and Qualified Domestic Relations Orders (QDROs) Because your Plan benefits are designed to provide security during your retirement years, benefits

cannot be pledged or assigned for any purpose and generally are not subject to the claim of any creditor.

However, federal law allows benefits to be paid to a divorced spouse, child or other dependents as an

alternate payee(s), under a qualified domestic relations order (QDRO). QDROs are judgments, decrees

or orders (including certain property settlement agreements) that provide for child support, alimony

and/or marital property rights to a spouse, former spouse, child or other dependents under state

domestic relations law, including a community property law. If the Plan receives such an order, you will

be told how it will be handled with respect to the Plan. Participants and beneficiaries may obtain a copy

of the QDRO plan from the Plan Administrator.

Your 401(k) plan benefits may also be affected if you are convicted of a felony. Additionally, the IRS can

issue a tax levy on your Plan benefits.



51

PBGC The Pension Benefit Guaranty Corporation (PBGC) does not insure benefits provided under the Plan

because the insurance provisions of ERISA are not applicable to this type of plan.

Plan Continuance Although the Company expects to continue the Plan indefinitely, the Company reserves the right to

amend or terminate the Plan in whole or in part at any time. Only the Company acting through its Board

of Directors or certain officers to whom the Board has delegated plan amendment authority can amend

the Plan.

Upon termination of the Plan, you would stop earning benefits. All participants who are actively employed

as of the Plan termination date will become fully vested and cannot forfeit the benefits they had accrued

prior to a Plan termination date.

The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) The Uniformed Services Employment and Reemployment Rights Act of 1994 (USERRA) provides certain

provisions for employees on military duty. You may have additional protections under state laws.

If you leave work temporarily for military duty, your absence will not be considered a break in service.

Upon re-employment, you will be allowed to make up any missed contributions to the Plan subject to the

limits of USERRA. If you make up any of these contributions, you will be eligible to receive the

Company’s matching contributions attributable to these contributions. However, you will not receive a

makeup on any earnings associated with these contributions that may have been allocated during the

leave.


Where to Get Help

52

Contact the Plan Administrator at (800) 555-1899 between 8 a.m. and 9 p.m. Eastern time or visit the

Plan’s website at www.voyaretirementplans.com to for additional information and to review prospectus

information.

Sponsor Initial Contact

Voya Services Company 5780 Powers Ferry Rd., NW Atlanta, GA 30327

Benefits Service Center Phone: (800) 555-1899 Website www.voyaretirementplans.com

Plan Name Plan Administrator

Voya 401(k) Savings Plan Voya Financial Plan Administrative Committee 5780 Powers Ferry Rd., NW Atlanta, GA 30327 Phone: (800) 555-1899

http://www.ingretirementplans.com/

Voya.com

This supplemental document constitutes part of a Prospectus covering securities that have been

registered under the Securities Act of 1933. Neither the SEC nor any state securities commission has

approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any

representation to the contrary is a criminal offense.

The date of this Prospectus is September 15, 2017.

While this Prospectus is being provided with the Summary Plan Description, the Prospectus is not part of the Summary Plan Description and is not being provided as a communication under ERISA.

United States securities laws mandate that Voya Financial, Inc. deliver or make available to you a

Prospectus in connection with your participation in the Plan that outlines certain information about the

Plan and the securities of Voya Financial, Inc. that are eligible for purchase under the Plan.

Incorporation of the Summary Plan Description (“SPD”)

The applicable information set forth in the SPD for the Voya 401(k) Savings Plan is hereby incorporated

by reference into this Prospectus.

Fund Descriptions and Performance

The descriptions of the funds and the summaries of fund performance discussed in the SPD are also part

of this Prospectus and should be reviewed carefully before selecting investment options.

Voya Financial, Inc. Information

Voya Financial, Inc. is a Delaware corporation with its principal executive offices at 230 Park Avenue,

New York, New York, 10169. The telephone number of said offices is (212) 309-8200.

Common shares of Voya Financial, Inc. are listed on the New York Stock Exchange under the symbol

“VOYA.” Voya Financial, Inc. is a reporting company under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”) and files reports periodic and current reports, proxy statements and other

information with the Securities and Exchange Commission (the “SEC”). Such reports and other

information may be read and copied at the SEC’s public reference room at 1580, 100 F Street, NE,

Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public

reference room. SEC filings are also available to the public at the SEC’s website at www.sec.gov, and

Voya Financial makes available all information filed with the SEC on our website at http://ing.us.

Additional updating information with respect to the securities covered herein and the Plan may be

provided in the future to each individual eligible to participate in the Plan by means of supplements to this

Prospectus, which will be provided to participants.

http://www.sec.gov/

http://ing.us/

Voya.com

Resale Restrictions

This Prospectus does not cover the resale of Voya Financial, Inc. common stock acquired by participants

pursuant to the Plan. However, employees who are not officers, directors or owners of 10% or more of

such shares, or otherwise in a position of control, may resell the shares distributed to them pursuant to

the Plan without further compliance with the registration requirements of the Securities Act of 1933.

Incorporation by Reference

Voya Financial, Inc. has filed with the SEC a Registration Statement on Form S-8 (the “Registration

Statement”) relating to shares of Voya Financial stock and interests in the Plan that have been registered

under the Securities Act of 1933.

The following documents have been previously filed with the SEC and have been incorporated by

reference into the Voya Financial’s Registration Statement and this Prospectus as of their respective

dates. These documents are available without charge, upon the written request of any Plan participant to

the Plan Administrator.

1. Voya Financial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed on

February 23, 2017;

2. The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2016;

3. All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Act since the end of the

fiscal year covered by the Annual Report referenced above; and

4. The description of Voya Financial’s Common Stock contained in the Registration Statement on Form

8-A filed on April 29, 2013 under the Exchange Act, as updated by the description of Voya Financial’s

Common Stock contained in Voya’s prospectus dated March 21, 2014 filed pursuant to Rule

424(b)(1) of the Securities Act (File No. 333-194469).

In addition, all reports and documents filed by Voya Financial and the Plan pursuant to Sections 13(a),

13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Registration Statement on Form S-8

and prior to the filing of a post-effective amendment to the Registration Statement which indicates that all

securities offered thereunder have been sold or which deregisters all securities remaining unsold, shall

be deemed to be incorporated by reference in the Registration Statement and this Prospectus to be a

part thereof and hereof from the date of filing of such documents.

Voya.com

Any statement contained in this Prospectus herein or in a document incorporated or deemed to be

incorporated herein by reference shall be deemed to be modified or superseded for purposes of this

Prospectus to the extent that a statement contained in any subsequently filed document which also is or

is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such

statement so modified or superseded shall not be deemed, except as so modified or superseded, to

constitute a part of this Prospectus.

Note: Voya Financial SEC filings prior to April 7, 2014 were made under its previous name, ING U.S.,

Inc. In addition, the Company will provide you, upon written or oral request, copies of:

All documents containing Plan information (including any updating information) that constitutes part

of this Prospectus;

Voya Financial’s latest annual reports to shareholders; and

All reports, proxy statements and other communications delivered to Voya Financial’s security

holders generally.

Requests for any of the foregoing may be made to the Benefits Service Center.

Limitations

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the securities to

which the Prospectus relates in any jurisdiction to any person to whom it is unlawful to make such an

offer or solicitation in such jurisdiction.

voya 401(k) savings planan automatically enrolled participant may elect within 90 days after the...

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