Financing Agreements

Short-term Debt

The Company did not have any short-term debt borrowings outstanding as of March 31, 2014 and December 31, 2013.

Long-term Debt

The following table summarizes the carrying value of the Company’s long-term debt securities issued and outstanding as of March 31, 2014 and December 31, 2013:



	Maturity	March 31, 2014		December 31, 2013
7.25% Lion Connecticut Holdings, Inc. debentures due 2023⁽¹⁾	08/15/2023	$	158.7	$	158.6
7.63% Lion Connecticut Holdings, Inc. debentures due 2026⁽¹⁾	08/15/2026	232.2		232.1
8.42% Equitable of Iowa Companies Capital Trust II notes due 2027	04/01/2027	13.8		13.8
6.97% Lion Connecticut Holdings, Inc. debentures due 2036⁽¹⁾	08/15/2036	108.6		108.6
1.00% Windsor Property Loan	06/14/2027	4.9		4.9
5.5% Senior Notes due 2022	07/15/2022	849.6		849.6
2.9% Senior Notes due 2018	02/15/2018	998.6		998.5
5.65% Fixed-to-Floating Rate Junior Subordinated Notes due 2053	05/15/2053	750.0		750.0
5.7% Senior Notes due 2043	07/15/2043	398.6		398.6
Subtotal		3,515.0		3,514.7
Less: Current portion of long-term debt		—		—
Total		$	3,515.0	$	3,514.7

⁽¹⁾ Guaranteed by ING Group.

As of March 31, 2014 and December 31, 2013, the Company was in compliance with all debt covenants.

Unsecured senior debt, which consists of senior fixed rate notes and guarantees of fixed rate notes, ranks highest in priority, followed by subordinated debt, which consists of junior subordinated debt securities.

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 ("LOC") 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.

As of March 31, 2014, the outstanding principal amount of the Aetna Notes guaranteed by ING Group was $506.1.

Credit Facilities

The following table outlines the Company's credit facilities, their dates of expiration, capacity and utilization as of March 31, 2014:



	Secured/ Unsecured	Committed/ Uncommitted	Expiration	Capacity		Utilization		Unused Commitment
Obligor / Applicant
Voya Financial, Inc.	Unsecured	Committed	02/14/2018	$	3,000.0	$	829.9	$	2,170.1
Security Life of Denver International Limited	Unsecured	Committed	01/24/2018	150.0		147.0		3.0
Voya Financial, Inc./ Langhorne I, LLC	Unsecured	Committed	01/15/2019	500.0		—		500.0
Voya Financial, Inc./ Security Life of Denver International Limited	Unsecured	Committed	11/09/2021	750.0		750.0		—
Security Life of Denver International Limited	Unsecured	Committed	10/29/2020	1,125.0		631.6		493.4
Voya Financial, Inc. / Security Life of Denver International Limited	Unsecured	Committed	12/27/2022	750.0		750.0		—
Voya Financial, Inc. / Security Life of Denver International Limited	Unsecured	Committed	12/29/2023	250.0		250.0		—
ReliaStar Life Insurance Company	Secured	Committed	Conditional	255.0		255.0		—
Voya Financial, Inc. / Security Life of Denver International Limited	Unsecured	Committed	12/31/2025	475.0		475.0		—
Voya Financial, Inc.	Unsecured	Uncommitted	Various	1.7		1.7		—
Voya Financial, Inc.	Secured	Uncommitted	Various	10.0		4.7		—
Voya Financial, Inc. / Roaring River II LLC	Unsecured	Committed	12/31/2021	995.0		588.0		407.0
Voya Financial, Inc. / Roaring River III LLC	Unsecured	Committed	06/30/2022	1,151.2		630.0		521.2
Voya Financial, Inc./ Roaring River IV LLC	Unsecured	Committed	12/31/2028	565.0		287.0		278.0
Total				$	9,977.9	$	5,599.9	$	4,372.7

Secured facilities				265.0		259.7		—
Unsecured and uncommitted				1.7		1.7		—
Unsecured and committed				9,711.2		5,338.5		4,372.7
Total				$	9,977.9	$	5,599.9	$	4,372.7

ING Bank				$	1,275.0	$	673.1	$	601.9

The Company maintains credit facilities used primarily for collateral required under affiliated reinsurance transactions and also for general corporate purposes. Total fees associated with credit facilities for the three months ended March 31, 2014 and 2013 were $29.3 and $45.4, respectively.

Effective January 1, 2014, the reinsurance agreements with Whisperingwind III, LLC ("Whisperingwind III") were novated to Roaring River IV, LLC ("Roaring River IV"), a wholly owned reinsurance subsidiary of the Company, which completed a transaction with a third-party bank to provide up to $565.0 of statutory reserve financing through a trust note which matures December 31, 2028.

Effective January 15, 2014, Langhorne I, LLC ("Langhorne I"), a wholly owned reinsurance subsidiary of the Company, completed a financing arrangement with a third-party trust to provide up to $500.0 of trust note collateral funding. The financing arrangement is designed to manage reserve and capital requirements in connection with the stable value business and matures on January 15, 2019.

Effective January 24, 2014, Security Life of Denver International Limited ("SLDI") entered into a letter of credit facility agreement with a third-party bank providing up to $150.0 of committed capacity until January 24, 2018 which supports reserves on an affiliated reinsurance agreement in connection with a portion of its deferred annuity business.

Senior Unsecured Credit Facility

On February 14, 2014, the Company revised the terms of its Revolving Credit Agreement ("Revolving Credit Agreement") by entering into the Amended and Restated Revolving Credit Agreement ("Amended and Restated Credit Agreement") with a syndicate of banks. The Amended and Restated Credit Agreement modifies the original agreement by: 1) extending the term of the agreement to February 14, 2018; 2) reducing the total amount of LOCs that may be issued from $3.5 billion to $3.0 billion and 3) reducing the current cost of LOC issuance fees from 200 bps to 175 bps. The revolving credit sublimit of $750.0 present in the original agreement remains unchanged. ING Bank, N.V. ("ING Bank"), an affiliate, acted as Joint Lead Arranger, Joint Book Manager and Documentation Agent and received $0.7 for its services and participation in the syndicate.

As of March 31, 2014, there were no amounts outstanding as revolving credit borrowings and $829.9 in letters of credit outstanding.