Financing Agreements

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

Debt Disclosure [Abstract]

Financing Agreements

11.

Financing Agreements

Short-term Debt

The following table summarizes the Company’s short-term debt including the weighted average interest rate on short-term borrowings outstanding as of the dates indicated:


					Weighted Average Rate
	June 30, 2013		December 31, 2012		June 30, 2013			December 31, 2012
Commercial paper	$	—	$	192.0		—	%		1.22	%
Current portion of long-term debt		138.6		872.6		6.75	%		2.42	%

Total	$	138.6	$	1,064.6

Commercial Paper

The Company has a commercial paper program with an authorized capacity of $3.0 billion, which is guaranteed by ING V. The Company pays ING V 10 basis points (“bps”) on the outstanding balance of the commercial paper program as a fee for this guarantee. The Company’s commercial paper borrowings have generally been used to fund the working capital needs of the Company’s subsidiaries and provide short-term liquidity. All outstanding amounts were repaid in April 2013.

Guaranteed Debt

The following amounts guaranteed by ING Group or ING V are included with the Company’s debt obligations as of the dates indicated:


	June 30, 2013		December 31, 2012
Commercial paper	$	—	$	192.0
Lion Connecticut Holdings Inc. debentures⁽¹⁾		637.5		636.9

Total	$	637.5	$	828.9

⁽¹⁾	ING Group is guarantor to outstanding legacy debt securities originally issued by Aetna Services, Inc. (formerly Aetna Life and Casualty).

Long-term Debt

The following table summarizes the carrying value of the Company’s long-term debt securities issued and outstanding as of the dates indicated:


	Maturity		June 30, 2013		December 31, 2012
2.20% Syndicated Bank Term Loan, due 2014⁽¹⁾		04/20/2014	$	—	$	1,350.0
6.75% Lion Connecticut Holdings Inc. debentures, due 2013⁽²⁾		09/15/2013		138.6		138.3
7.25% Lion Connecticut Holdings Inc. debentures, due 2023⁽²⁾		08/15/2023		158.3		158.1
7.63% Lion Connecticut Holdings Inc. debentures, due 2026⁽²⁾		08/15/2026		232.0		231.9
8.42% Equitable of Iowa Companies Capital Trust II Notes, due 2027		04/01/2027		13.9		13.9
6.97% Lion Connecticut Holdings Inc. debentures, due 2036⁽²⁾		08/15/2036		108.6		108.6
2.53% Lion Connecticut Holdings Inc. Floating Rate Note, due 2016⁽³⁾		04/29/2016		150.0		500.0
1.00% Windsor Property Loan		06/14/2027		4.9		4.9
0.96% Surplus Floating Rate Note⁽⁴⁾		12/31/2037		—		359.3
0.93% Surplus Floating Rate Note⁽⁵⁾		06/30/2037		—		329.1
5.5% Senior Notes, due 2022		07/15/2022		849.6		849.6
2.9% Senior Notes, due 2018		02/15/2018		998.4		—
5.65% Fixed-to-Floating Rate Junior Subordinated Notes, due 2053		05/15/2053		750.0		—

Subtotal				3,404.3		4,043.7
Less: Current portion of long-term debt				138.6		872.6

Total				$3,265.7	$	3,171.1

⁽¹⁾	On May 21, 2013, the outstanding loan was paid in full.

⁽²⁾	Guaranteed by ING Group.

⁽³⁾	On July 5, 2013, the outstanding loan was paid in full.

⁽⁴⁾	On January 3, 2013, the note was paid in full.

⁽⁵⁾	On April 19, 2013, the note was paid in full.

As of June 30, 2013 and December 31, 2012, the Company was in compliance with all debt covenants.

Unsecured senior debt, which consists of senior notes, fixed rate notes and other notes with varying interest rates, rank highest in priority, followed by subordinated debt, which consists of junior subordinated debt securities. Payments of interest and principal on the Company’s surplus notes, which are subordinate to all other obligations at the issuer operating insurance company level and senior to obligations issued at ING U.S., Inc., may be made only with the prior approval of the insurance department of the state of domicile.

On July 13, 2012, the Company issued $850.0 of unsecured 5.5% Senior Notes due 2022 (the “2022 Notes”) in a private placement with registration rights. The 2022 Notes are guaranteed by Lion Holdings. Interest is paid semi-annually, in arrears, on each January 15 and July 15, commencing on January 15, 2013. ING Financial Markets, LLC, an affiliate, served as Joint Book Running Manager for the 2022 Notes and was paid $0.3 for its services.

On February 11, 2013, the Company issued $1.0 billion of unsecured 2.9% Senior Notes due 2018 (the “2018 Notes”) in a private placement with registration rights. The 2018 Notes are guaranteed by Lion Holdings. Interest is paid semi-annually, in arrears, on each February 15 and August 15, commencing on August 15, 2013. ING Financial Markets, LLC, an affiliate, served as Joint Book Running Manager for the 2018 Notes and was paid $0.3 for its services. The Company made payments totaling $850.0 on the Term Loan portion of our Senior Unsecured Credit Facility from the proceeds of the 2018 Notes.

On July 26, 2013, the Company issued $400.0 of unsecured 5.7% Senior Notes due 2043 (the “2043 Notes”) in a private placement with registration rights. The 2043 Notes are guaranteed by Lion Holdings. Interest is payable semi-annually on each January 15 and July 15, commencing on January 15, 2014.

The Company and Lion Holdings agreed to use reasonable best efforts to cause a registration statement to be filed with the SEC within 120 days after the date of note issuance. The registration statement will cover the offer to the holders of the 2043 Notes to exchange the 2043 Notes for new notes containing identical terms except for transfer restrictions.

The Company used the proceeds of the 2043 Notes for general corporate purposes, including the repayment of certain borrowings.

Junior Subordinated Notes

On May 16, 2013, the Company issued $750.0 of 5.65% Fixed-to-Floating Rate Junior Subordinated Notes due 2053 (the “2053 Notes”) in a private placement with registration rights. The 2053 Notes are guaranteed on an unsecured, junior subordinated basis by Lion Holdings. Interest is payable semi-annually, in arrears, on May 15 and November 15 beginning November 15, 2013 and ending on May 15, 2023. The 2053 Notes will bear interest at a fixed rate of 5.65% prior to May 15, 2023. From May 15, 2023, the 2053 Notes will bear interest at an annual rate equal to three-month LIBOR plus 3.58% payable quarterly, in arrears, on February 15, May 15, August 15 and November 15. So long as no event of default with respect to the 2053 Notes has occurred and is continuing, the Company has the right on one or more occasions, to defer the payment of interest on the 2053 Notes for one or more consecutive interest periods for up to five years. During the deferral period, interest will continue to accrue at the then-applicable rate and deferred interest will bear additional interest at the then-applicable rate.

At any time following notice of the Company’s plan to defer interest and during the period interest is deferred, the Company and its subsidiaries generally, with certain exceptions, may not make payments on or redeem or purchase any shares of the Company’s common stock or any of the debt securities or guarantees that rank in liquidation on a parity with or are junior to the 2053 Notes.

The Company may elect to redeem the 2053 Notes (i) in whole at any time or in part on or after May 15, 2023 at a redemption price equal to the principal amount plus accrued and unpaid interest. If the notes are not redeemed in whole, $25.0 of aggregate principal (excluding the principal amount of 2053 Notes held by the Company, or its affiliates) must remain outstanding after giving effect to the redemption; or (ii) in whole, but not in part, at any time prior to May15, 2023 within 90 days after the occurrence of a “tax event” or “rating agency event”, as defined in the 2053 Notes Offering Memorandum, at a redemption price equal to the principal amount, or, if greater, a “make-whole redemption price,” as defined in the 2053 Notes Offering Memorandum, plus, in each case accrued and unpaid interest.

On May 21, 2013, the Company used the proceeds from the 2053 Notes for the repayment of the remaining outstanding borrowings of $392.5 under the Term Loan portion of the Senior Unsecured Credit Facility. The remaining proceeds were used to partially repay the borrowings with ING V.

Registration Rights Agreements

Under the Registration Rights Agreements associated with the 2022 Notes, the 2018 Notes and the 2053 Notes, the Company and Lion Holdings agreed to use reasonable best efforts to cause a registration statement to be filed with the SEC that, upon effectiveness, would permit holders of these notes to exchange them for new notes containing identical terms except for the restrictions on transfer contained in the original notes (the “Exchange Offer”). The Exchange Offer is expected to be completed on August 9, 2013.

The 2043 Notes are also subject to registration rights. Under the terms of a registration rights agreement applicable to the 2043 Notes, an exchange offer for the 2043 Notes is required to be completed by January 22, 2014.

Aetna Notes

ING Group guarantees various debentures of Lion Holdings that were assumed by Lion Holdings in connection with the Company’s acquisition of Aetna’s life insurance and related businesses in 2000 (the “Aetna Notes”). Concurrent with the completion of the Company’s IPO, the Company entered into a shareholder agreement with ING Group that governs certain aspects of the Company’s continuing relationship. The Company agreed in the shareholder agreement to reduce the aggregate outstanding principal amount of Aetna Notes to:

•

no more than $400.0 as of December 31, 2015;

•

no more than $300.0 as of December 31, 2016;

•

no more than $200.0 as of December 31, 2017;

•

no more than $100.0 as of December 31, 2018;

•

and zero as of December 31, 2019.

The reduction in principal amount of Aetna Notes can be accomplished, at the Company’s option, through redemptions, repurchases or other means, but will also be deemed to have been reduced to the extent the Company posts collateral with a third-party collateral agent, for the benefit of ING Group, which may consist of cash collateral; certain investment-grade debt instruments; a letter of credit meeting certain requirements; or senior debt obligations of ING Group or a wholly owned subsidiary of ING Group (other than the Company or its subsidiaries).

If the Company fails to reduce the outstanding principal amount of the Aetna Notes, the Company agreed to pay a quarterly fee (ranging from 0.5% per quarter for 2016 to 1.25% per quarter for 2019) to ING Group based on the outstanding principal amount of Aetna Notes which exceed the limits set forth above.

Surplus Notes

On November 1, 2007, Whisperingwind II, LLC, an indirect wholly owned subsidiary of the Company, entered into a Variable Funding Surplus Note Purchase Agreement (the “WWII Purchase Agreement”) with Structured Asset Repackaged Trust II, 2005-B (the “STARTS Trust”), a Delaware statutory business trust organized by HSBC Securities (USA), Inc. (“HSBC”), as part of an insurance securitization transaction. Under the WWII Purchase Agreement, Whisperingwind II is provided opportunity for issuance and sale, and for the STARTS Trust to purchase one or more floating rate variable funding surplus notes (“WWII Note”). On December 31, 2012, the Company executed a binding letter of intent with a third party reinsurer on behalf of RLI and Whisperingwind II, LLC, its indirect wholly owned subsidiaries, to enter into a novation and recapture agreement related to an existing insurance securitization transaction. As a result, the carrying amount of the WWII Note of $359.3 was recorded as current debt in the December 31, 2012 financial statements and was then paid in full on January 3, 2013 and cancelled.

On June 29, 2007, Whisperingwind III, LLC, an indirect wholly owned subsidiary of the Company, entered into a Variable Funding Surplus Note Purchase Agreement (the “WWIII Purchase Agreement”) with Structured Asset Repackaged Trust II, 2007-ING WWIII (the “WWIII STARTS Trust”), a Delaware statutory business trust organized by HSBC, as part of an insurance securitization transaction, supporting reserves ceded under a reinsurance agreement with an affiliate. Under the WWIII Purchase Agreement, Whisperingwind III is provided opportunity for issuance and sale, and for the WWIII STARTS Trust to purchase one or more floating rate variable funding surplus notes (the “WWIII Note”). Principal and interest repayments were not to be made without prior written approval (or written confirmation of non-disapproval) of the South Carolina Director of Insurance. Upon receiving regulatory approval, on April 19, 2013, WWIII executed a Redemption and Cancellation Agreement with WWIII STARTS Trust to redeem the WWIII Note in full. The carrying amount of the WWIII Note $329.1 was paid in full on April 19, 2013, and was cancelled. In conjunction with the WWIII Note redemption, and per agreement by the ceding insurer, WWIII replaced the WWIII Note with letters of credits (“LOCs”) totaling $305.0. Total outstanding LOCs for the period ended June 30, 2013 was $320.0.

Credit Facilities

The Company maintains credit facilities used primarily for collateral required under affiliated reinsurance transactions and also for general corporate purposes. As of June 30, 2013, unsecured and uncommitted credit facilities totaled $242.7, unsecured and committed credit facilities totaled $9.2 billion and secured facilities totaled $275.0. Of the aggregate $9.7 billion ($1.3 billion with ING Bank, N.V. (“ING Bank”, an affiliate)) capacity available, the Company utilized $7.3 billion ($1.2 billion with ING Bank) in credit facilities outstanding as of June 30, 2013. Total fees associated with credit facilities for the six months ended June 30, 2013, and 2012 were $85.7 and $99.4, respectively.

The following table outlines the Company’s credit facilities, their dates of expiration, capacity and utilization as of June 30, 2013:


	Secured/ Unsecured	Committed/ Uncommitted	Expiration	Capacity		Utilization		Unused Commitment
Obligor / Applicant
ING U.S., Inc.⁽¹⁾	Unsecured	Committed	4/20/2015	$	3,500.0	$	2,210.8	$	1,289.2
ING U.S., Inc. / Security Life of Denver International Limited, Roaring River LLC⁽¹⁾⁽²⁾	Unsecured	Uncommitted	2/28/2013		15.0		15.0		—
ING U.S., Inc. / Security Life of Denver International Limited	Unsecured	Committed	8/19/2021		750.0		750.0		—
ING U.S., Inc. / Security Life of Denver International Limited	Unsecured	Committed	11/9/2021		750.0		750.0		—
Security Life of Denver International Limited⁽¹⁾	Unsecured	Committed	12/31/2013		825.0		825.0		—
ING U.S., Inc. / Security Life of Denver International Limited	Unsecured	Committed	12/27/2022		750.0		750.0		—
ING U.S., Inc. / Security Life of Denver International Limited⁽¹⁾⁽²⁾	Unsecured	Uncommitted	6/30/2013		225.6		225.6		—
ReliaStar Life Insurance Company	Secured	Committed	Conditional		265.0		265.0		—
ING U.S., Inc. / Security Life of Denver International Limited	Unsecured	Committed	12/31/2025		475.0		475.0		—
ING U.S., Inc.	Unsecured	Uncommitted	Various dates		2.1		2.1		—
ING U.S., Inc.	Secured	Uncommitted	Various dates		10.0		4.7		—
ING U.S., Inc. / Roaring River III LLC	Unsecured	Committed	6/30/2022		1,151.2		520.0		631.2
ING U.S., Inc. / Roaring River II LLC	Unsecured	Committed	12/31/2019		995.0		520.0		475.0

Total				$	9,713.9	$	7,313.2	$	2,395.4


Secured facilities				$	275.0	$	269.7	$	—
Unsecured and uncommitted					242.7		242.7		—
Unsecured and committed					9,196.2		6,800.8		2,395.4

Total				$	9,713.9	$	7,313.2	$	2,395.4


ING Bank				$	1,315.6	$	1,223.5	$	92.1

⁽¹⁾	Refer to the Related Party Transactions Note to these Condensed Consolidated Financial Statements for additional information.

⁽²⁾	Facilities matured as of date stated above. Each LOC issued prior to the facility expiring remains outstanding until its stated expiry date.

15.

Financing Agreements

Short-term Debt

The following table summarizes the Company’s short-term debt including the weighted average interest rate on short-term borrowings outstanding as of December 31, 2012 and 2011:


					Weighted Average Rate
	2012		2011		2012			2011
Commercial paper	$	192.0	$	554.6		1.22	%		1.19	%
Current portion of long-term debt⁽¹⁾⁽²⁾		872.6		500.0		2.42	%		0.49	%

Total	$	1,064.6	$	1,054.6

⁽¹⁾	See the “Credit Facilities” section of this note for information on the Term Loan Agreement of the Senior Credit Facility.

⁽²⁾	See the “Affiliated Financing Agreements” in the Related Party Transactions note to these Consolidated Financial Statements.

Commercial Paper

Guaranteed Debt

The following amounts guaranteed by ING Group or ING V are included with the Company’s debt obligations as of December 31, 2012 and 2011:


	2012		2011
Commercial paper	$	192.0	$	554.6
Lion Connecticut Holdings Inc. debentures⁽¹⁾		636.9		635.8

Total	$	828.9	$	1,190.4

⁽¹⁾	ING Group is guarantor to outstanding legacy debt securities originally issued by Aetna Services, Inc. (formerly Aetna Life and Casualty).

Long-term Debt

The following table summarizes the carrying value of the Company’s long-term debt securities issued and outstanding as of December 31, 2012 and 2011:


	Maturity		2012		2011
2.21% Syndicated Bank Term Loan, due 2014⁽¹⁾		04/20/2014	$	1,350.0	$	—
6.75% Lion Connecticut Holdings Inc. debentures, due 2013⁽²⁾		09/15/2013		138.3		137.9
7.25% Lion Connecticut Holdings Inc. debentures, due 2023⁽²⁾		08/15/2023		158.1		157.6
7.63% Lion Connecticut Holdings Inc. debentures, due 2026⁽²⁾		08/15/2026		231.9		231.6
8.42% Equitable of Iowa Companies Capital Trust II notes, due 2027		04/01/2027		13.9		14.0
6.97% Lion Connecticut Holdings Inc. debentures, due 2036⁽²⁾		08/15/2036		108.6		108.7
2.56% Lion Connecticut Holdings Inc. Floating Rate Note, due 2016⁽³⁾		04/29/2016		500.0		500.0
1.00% Windsor Property Loan		06/14/2027		4.9		4.9
0.96% Surplus Floating Rate Note⁽⁴⁾		12/31/2037		359.3		359.3
0.96% Surplus Floating Rate Note		06/30/2037		329.1		329.1
5.5% Senior Notes, due 2022		07/15/2022		849.6		—

Subtotal				4,043.7		1,843.1
Less: Current portion of long-term debt				872.6		500.0

Total			$	3,171.1	$	1,343.1

⁽¹⁾	See the “Credit Facilities” section of this note for information on the Term Loan Agreement of the Senior Credit Facility.

⁽²⁾	Guaranteed by ING Group.

⁽³⁾	See the “Affiliated Financing Agreements” in the Related Party Transactions note to these Consolidated Financial Statements.

⁽⁴⁾	On January 3, 2013, the note was repaid. See the “Surplus Notes” section of this note below.

As of December 31, 2012 and 2011, the Company was in compliance with all debt covenants.

Unsecured senior debt which consists of senior notes, fixed rate notes and other notes with varying interest rates rank highest in priority, followed by subordinated debt which consists of junior subordinated debt securities. Payments of interest and principal on the Company’s surplus notes, which are subordinate to all other obligations at the issuer operating insurance company level and senior to obligations issued at ING U.S., Inc., may be made only with the prior approval of the insurance department of the state of domicile.

On July 13, 2012, the Company issued $850.0 in 2022 Notes in a private placement with registration rights. The 2022 Notes are guaranteed by Lion Connecticut Holdings Inc., a wholly owned subsidiary of the Company. Interest is paid semi-annually on each January 15 and July 15, commencing on January 15, 2013. ING Financial Markets, LLC, an affiliate, served as Joint Book Running Manager and was paid $0.3 for its services. The Company used the proceeds of the 2022 Notes to repay $500.0 of the direct borrowings under the Revolving Credit Agreement. The remaining proceeds of the 2022 Notes were used for general corporate purposes including the retirement of commercial paper.

On February 11, 2013, the Company issued $1.0 billion of unsecured 2.9% Senior Notes due 2018 in a private placement with registration rights (the “2018 Notes”). During February 2013, the Company made payments totaling $850.0 on the Syndicated Bank Term from the proceeds of the 2018 Notes. Refer to the Subsequent Events note to these Consolidated Financial Statements for additional information.

Aggregate amounts of future principal payments of long-term debt for the next five years and thereafter are as follows:


2013⁽¹⁾	$	—
2014		975.0
2015		—
2016		500.0
2017		—
Thereafter		1,703.1

Total	$	3,178.1

⁽¹⁾	Excludes current portion of long-term debt.

Surplus Notes

On September 30, 2010, after receiving all necessary regulatory approvals, Whisperingwind I, LLC, an indirect wholly owned subsidiary of the Company, revised its securitization structure by terminating the Variable Funding Surplus Note Purchase Agreement (“WWI Purchase Agreement”) with Deutsche Bank AG, Cayman Islands Branch and replacing it with a Credit Facility Agreement with Deutsche Bank AG, New York Branch which was guaranteed by ING V. Upon termination of the WWI Purchase Agreement, Whisperingwind I repaid the outstanding surplus notes principal balance of $198.4. Concurrently, the Company, as applicant, established a letter of credit (“LOC”) with an initial posted amount of $180.0. The issuer of the LOC was Deutsche Bank AG, New York Branch, and the beneficiary of the LOC was RLI. This facility has been replaced with a portion of the funding provided by a reimbursement agreement entered into with a third-party bank on September 6, 2012.

On November 1, 2007, Whisperingwind II, LLC, an indirect wholly owned subsidiary of the Company, entered into a Variable Funding Surplus Note Purchase Agreement (the “WWII Purchase Agreement”) with Structured Asset Repackaged Trust II, 2005-B (the “STARTS Trust”), a Delaware statutory business trust organized by HSBC Securities (USA) Inc. (“HSBC”), as part of an insurance securitization transaction. Under the WWII Purchase Agreement, Whisperingwind II is provided opportunity for issuance and sale, and for the STARTS Trust to purchase one or more floating rate variable funding surplus notes (the “WWII Note”) up to an aggregate principal commitment amount of $459.2 with an available commitment period extending through December 31, 2037. The carrying value and par value of the WWII Note at December 31, 2012 and 2011 was $359.3 and $359.3, respectively.

The WWII Note bears interest at a variable rate equal to LIBOR plus periodic adjustments as defined by the WWII Purchase Agreement. Principal and interest repayments cannot be made without prior written approval (or written confirmation of non-disapproval) of the South Carolina Director of Insurance, who can prohibit such payments on the WWII notes if certain statutory capital requirements are not met. Whisperingwind II met these requirements at December 31, 2012 and 2011. Interest paid for the years ended December 31, 2012, 2011 and 2010 was $4.1, $3.1 and $3.2, respectively.

On December 31, 2012, the Company executed a binding letter of intent with a third party reinsurer on behalf of RLI and Whisperingwind II, LLC, its indirect wholly owned subsidiaries, to enter into a novation and recapture agreement related to an existing insurance securitization transaction. As a result, the WWII Note was repaid on January 3, 2013 and recorded as Short-term debt in the December 31, 2012 Consolidated Balance Sheets.

On June 29, 2007, Whisperingwind III, LLC, an indirect wholly owned subsidiary of the Company, entered into a Variable Funding Surplus Note Purchase Agreement (the “WWIII Purchase Agreement”) with Structured Asset Repackaged Trust II, 2007-ING WWIII (the “WWIII STARTS Trust”), a Delaware statutory business trust organized by HSBC, as part of an insurance securitization transaction. Under the WWIII Purchase Agreement, Whisperingwind III is provided opportunity for issuance and sale, and for the WWIII STARTS Trust to purchase one or more floating rate variable funding surplus notes (the “WWIII Note”) up to an aggregate principal commitment amount of $498.8 with an available commitment period extending through June 30, 2037. The carrying value and par value of the WWIII Note at December 31, 2012 and 2011 was $329.1 and $329.1, respectively. The WWIII Note bears interest at a variable rate equal to LIBOR plus periodic adjustments as defined by the WWIII Purchase Agreement. Principal and interest repayments cannot be made without prior written approval (or written confirmation of non-disapproval) of the South Carolina Director of Insurance, who can prohibit such payments on the WWIII Notes if certain statutory capital requirements are not met. Whisperingwind III met these requirements at December 31, 2012 and 2011. Interest paid for the years ended December 31, 2012, 2011 and 2010 was $3.7, $3.0 and $3.1, respectively.

Windsor Property Loan

On June 16, 2007, the State of Connecticut acting on behalf of the Department of Economic and Community Development (“DECD”) loaned ILIAC $9.9 (the “DECD Loan”) in connection with the development of a corporate office facility located at One Orange Way, Windsor, Connecticut (the “Windsor Property”). The loan has a term of twenty years and bears an annual interest rate of 1.00%. As long as no defaults have occurred under the loan, no payments of principal or interest are due for the initial ten years of the loan. For the second ten years of the DECD Loan term, ILIAC is obligated to make monthly payments of principal and interest.

The DECD Loan provided for loan forgiveness during the first five years of the term at varying amounts up to $5.0 if ILIAC and its affiliates met certain employment thresholds at the Windsor Property during that period. On December 1, 2008, the DECD determined that the Company had met the employment thresholds for loan forgiveness and, accordingly, forgave $5.0 of the DECD Loan to ILIAC in accordance with the terms of the DECD Loan. The DECD Loan provides additional loan forgiveness at varying amounts up to $4.9 if ILIAC and its ING affiliates meet certain employment thresholds at the Windsor Property during years five through ten of the loan. ILIAC’s obligations under the DECD Loan are secured by an unlimited recourse guaranty from ING North America Corporation. In November 2012, ILIAC provided a letter of credit to the DECD in the amount of $10.6 as security for its repayment obligations with respect to the loan.

As of December 31, 2012 and 2011, the amount of the loan outstanding was $4.9 and $4.9, respectively, which was reflected in Long-term debt on the Consolidated Balance Sheets.

Credit Facilities

The Company maintains credit facilities used primarily for collateral required under affiliated reinsurance transactions and also for general corporate purposes. As of December 31, 2012, unsecured and uncommitted credit facilities totaled $3.4 billion, unsecured and committed credit facilities totaled $8.9 billion and secured facilities totaled $275.0. Of the aggregate $12.6 billion ($4.5 billion with ING Bank, N.V. (“ING Bank”, an affiliate)) capacity available, the Company utilized $8.2 billion ($2.7 billion with ING Bank) in credit facilities outstanding as of December 31, 2012. Total fees associated with credit facilities for the years ended December 31, 2012, 2011 and 2010 were $223.2, $103.4 and $104.0, respectively.

The following table outlines the Company’s credit facilities, their dates of expiration, capacity and utilization as of December 31, 2012:


	Secured/ Unsecured		Committed/ Uncommitted		Expiration		Capacity		Utilization		Unused Commitment
Obligor / Applicant
ING U.S., Inc.⁽¹⁾		Unsecured		Committed		4/20/2015	$	3,500.0	$	1,953.8	$	1,546.2
ING U.S., Inc. / Security Life of Denver International Limited, Roaring River LLC⁽¹⁾		Unsecured		Uncommitted		2/28/2013		1,605.0		30.1		—
Security Life of Denver International Limited⁽¹⁾		Unsecured		Uncommitted		12/31/2031		1,500.0		1,500.0		—
ING U.S., Inc. / Security Life of Denver International Limited		Unsecured		Committed		8/19/2021		750.0		750.0		—
ING U.S., Inc. / Security Life of Denver International Limited		Unsecured		Committed		11/9/2021		750.0		750.0		—
Security Life of Denver International Limited⁽¹⁾		Unsecured		Committed		12/31/2013		825.0		825.0		—
ING U.S., Inc. / Security Life of Denver International Limited		Unsecured		Committed		12/27/2022		500.0		500.0		—
ING U.S., Inc. / Security Life of Denver International Limited^(1) (2)		Unsecured		Uncommitted		6/30/2013		300.0		225.6		—
ReliaStar Life Insurance Company		Secured		Committed		Conditional		265.0		265.0		—
ING U.S., Inc. / Security Life of Denver International Limited		Unsecured		Committed		12/31/2025		475.0		475.0		—
ING U.S., Inc.		Unsecured		Uncommitted		Various dates		2.1		2.1		—
ING U.S., Inc.		Secured		Uncommitted		Various dates		10.0		4.7		—
ING U.S., Inc. / Roaring River III LLC		Unsecured		Committed		6/30/2022		1,151.2		445.0		706.2
ING U.S., Inc. / Roaring River II LLC		Unsecured		Committed		12/31/2019		995.0		465.0		530.0

Total							$	12,628.3	$	8,191.3	$	2,782.4

Secured facilities							$	275.0	$	269.7	$	—
Unsecured and uncommitted								3,407.1		1,757.8		—
Unsecured and committed								8,946.2		6,163.8		2,782.4

Total							$	12,628.3	$	8,191.3	$	2,782.4

ING Bank							$	4,480.0	$	2,720.2	$	110.4

⁽¹⁾	Refer to the Related Party Transactions note to these Consolidated Financial Statements for information.

⁽²⁾	This facility was amended on October 4, 2012 to extend the availability to issue LOCs until June 30, 2013.

On April 20, 2012, the Company entered into a $5.0 billion unsecured Senior Credit Facility (“Credit Facility”) with a syndicate of banks, replacing financing that was either internally funded or guaranteed by ING V. The Credit Facility is guaranteed by Lion Connecticut Holdings Inc., a wholly owned subsidiary of the Company. As part of the Credit Facility, the Company entered into a $3.5 billion committed Revolving Credit Agreement (“Revolving Credit Agreement”) and a $1.5 billion syndicated Term Loan Agreement (“Term Loan Agreement”).

The Revolving Credit Agreement includes a $3.5 billion LOC facility with a revolving credit borrowing sublimit of $1.5 billion. Under the terms of the Revolving Credit Agreement, the revolving credit borrowing sublimit will be reduced by 50% of any debt securities issued by the Company, to a minimum of $750.0. The total amount of LOCs and revolving credit borrowings outstanding at any time may not exceed $3.5 billion. The Revolving Credit Agreement expires on April 20, 2015 at which time any outstanding borrowings are due. The Company must collateralize any LOCs outstanding as of the expiration date of the facility. As of December 31, 2012, $2.0 billion of LOCs were outstanding under the Revolving Credit Agreement. Of this total, LOCs issued by ING Bank amount to $139.6. The costs of the Revolving Credit Agreement vary depending on the current credit rating of the Company. Currently, the Company pays interest equal to LIBOR plus 200 bps on direct borrowings and an issuance fee of 200 bps for LOCs.

As of December 31, 2012, there were no amounts outstanding as revolving credit borrowings. On July 17, 2012, the Company repaid $500.0 of revolving credit borrowings with proceeds from the issuance of the 2022 Notes. Concurrently, as a result of the issuance of the 2022 Notes, the revolving credit borrowing sublimit was reduced by 50% of the issuance to $1,075.0. As a member of the syndicate which entered into the Revolving Credit Agreement, ING Bank committed up to $250.0 in financing. ING Bank acted as Joint Lead Arranger, Joint Book Manager and Documentation Agent for these transactions. For these services, ING Bank received various fees totaling $3.3.

As part of the Credit Facility, the Company borrowed $1.5 billion under the Term Loan Agreement. The Company pays interest that varies based on its current credit rating. Currently, the interest rate is equal to LIBOR plus 200 bps. The Company is required to make principal payments totaling 5.0% of the original borrowing amount each 3 months for the first 12 months and 7.5% each 3 months for the second 12 months. The Term Loan Agreement expires on April 20, 2014 at which time all remaining borrowed amounts are due.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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