ING U.S. 2013 Q1 Report


 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
——————————————————————

FORM 10-Q
(Mark One)
 
ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        _                   to  _                        

Commission File Number: _001-35897_________________________________________________

ING U.S., Inc.

(Exact name of registrant as specified in its charter)
Delaware
52-1222820
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
230 Park Avenue
 
New York, New York
10169
(Address of principal executive offices)
(Zip Code)
(212) 309-8200
(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.       Yes     o       No    x

Indicate by check mark whether the registrant (1) has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes   o     No   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer    o
Accelerated filer    o
Non-accelerated filer    x
Smaller reporting company     o
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No ý

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: At May 21, 2013 260,769,230 shares of Common Stock, $.01 par value, were outstanding.




1




ING U.S., Inc.
Form 10-Q for the period ended March 31, 2013



 
 
PAGE
PART I.
FINANCIAL INFORMATION (UNAUDITED)
 
 
 
 
Item 1.
Financial Statements:
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 5.
 
 
 
Item 6.
 
 
 
 
 
 
 
 



2




NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including "Management's Discussion and Analysis of Results of Operations and Financial Condition," contains statements which constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to trends in operations and financial results and the business and products of ING U.S., Inc. (the "Company"), as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend" and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning future developments and their potential effects on us. Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company's control and many of which are subject to change. These uncertainties and contingencies could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, the Company. Factors that could cause such differences include, but are not limited to, those discussed in Part I, Item 2. "Management's Discussion and Analysis of Results of Operations and Financial Condition" and Part II, Item 1A. "Risk Factors" of this Form 10-Q as well as those discussed in "Risk Factors," "Management's Discussion and Analysis of Results of Operations and Financial Condition - Trends and Uncertainties" and "Business - Closed Blocks - Closed Blocks Variable Annuity" in the Company's Prospectus dated May 1, 2013, filed with the SEC pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"), on May 3, 2013 (the "Prospectus").


3




PART I.        FINANCIAL INFORMATION

Item 1.        Financial Statements
ING U.S., Inc.
Condensed Consolidated Balance Sheets
March 31, 2013 (Unaudited) and December 31, 2012
(In millions, except share data)
 
March 31,
2013
 
December 31,
2012
Assets:
 
 
 
Investments:
 
 
 
Fixed maturities, available-for-sale, at fair value (amortized cost of $63,469.6 at 2013 and $62,955.4 at 2012)
$
70,622.9

 
$
70,910.3

Fixed maturities, at fair value using the fair value option
2,675.8

 
2,771.3

Equity securities, available-for-sale, at fair value (cost of $246.5 at 2013 and $297.9 at 2012)
282.3

 
340.1

Short-term investments
2,992.1

 
5,991.2

Mortgage loans on real estate, net of valuation allowance of $3.9 at 2013 and at 2012
8,949.4

 
8,662.3

Policy loans
2,204.4

 
2,200.3

Limited partnerships/corporations
468.5

 
465.1

Derivatives
2,077.0

 
2,374.5

Other investments
166.7

 
167.0

Securities pledged (amortized cost of $1,656.7 at 2013 and $1,470.0 at 2012)
1,774.7

 
1,605.5

Total investments
92,213.8

 
95,487.6

Cash and cash equivalents
2,787.7

 
1,786.8

Short-term investments under securities loan agreements, including collateral delivered
863.5

 
664.0

Accrued investment income
900.8

 
863.5

Reinsurance recoverable
7,151.0

 
7,379.3

Deferred policy acquisition costs, Value of business acquired
4,019.6

 
3,656.3

Sales inducements to contract holders
235.5

 
212.7

Goodwill and other intangible assets
341.8

 
348.5

Other assets
1,128.2

 
1,362.5

Assets related to consolidated investment entities:
 
 
 
Limited partnerships/corporations, at fair value
2,980.7

 
2,931.2

Cash and cash equivalents
1,054.8

 
440.8

Corporate loans, at fair value using the fair value option
4,043.1

 
3,559.3

Other assets
31.2

 
34.3

Assets held in separate accounts
103,098.3

 
97,667.4

Total assets
$
220,850.0

 
$
216,394.2




The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
 
 

4
 


ING U.S., Inc.
Condensed Consolidated Balance Sheets
March 31, 2013 (Unaudited) and December 31, 2012
(In millions, except share data)

 
March 31,
2013
 
December 31,
2012
Liabilities and Shareholder's Equity:
 
 
 
Future policy benefits
$
15,061.5

 
$
15,493.6

Contract owner account balances
70,813.6

 
70,562.1

Payables under securities loan agreement, including collateral held
1,348.8

 
1,509.8

Short-term debt
321.2

 
1,064.6

Long-term debt
3,440.8

 
3,171.1

Funds held under reinsurance agreements
1,170.8

 
1,236.6

Derivatives
1,670.6

 
1,944.2

Pension and other post-employment provisions
906.6

 
903.2

Current income taxes
13.2

 
11.7

Deferred income taxes
921.6

 
1,042.7

Other liabilities
1,231.3

 
1,604.2

Liabilities related to consolidated investment entities:
 
 
 
Collateralized loan obligations notes, at fair value using the fair value option
4,448.1

 
3,829.4

Other liabilities
804.7

 
292.4

Liabilities related to separate accounts
103,098.3

 
97,667.4

Total liabilities
205,251.1

 
200,333.0

 
 
 
 
Shareholder's equity:
 
 
 
Common stock (900,000,000 shares authorized, 230,079,120 issued and 230,000,000 outstanding, net of 79,120 of Treasury shares; $0.01 par value per share )
2.3

 
2.3

Additional paid-in capital
22,909.9

 
22,917.6

Accumulated other comprehensive income
3,452.8

 
3,710.7

Retained earnings (deficit):
 
 
 
Appropriated-consolidated investment entities
0.2

 
6.4

Unappropriated
(12,974.1
)
 
(12,762.1
)
Total ING U.S., Inc. shareholder's equity
13,391.1

 
13,874.9

Noncontrolling interest
2,207.8

 
2,186.3

Total shareholder's equity
15,598.9

 
16,061.2

Total liabilities and shareholder's equity
$
220,850.0

 
$
216,394.2



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
 
 

5
 


ING U.S., Inc.
Condensed Consolidated Statements of Operations
For the Three Months Ended March 31, 2013, and 2012 (Unaudited)
(In millions, except per share data)

 
Three Months Ended March 31,
 
2013
 
2012
Revenues:
 
 
 
Net investment income
$
1,198.7

 
$
1,277.4

Fee income
891.9

 
889.0

Premiums
471.9

 
461.6

Net realized gains (losses):
 
 
 
Total other-than-temporary impairments
(11.6
)
 
(7.3
)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)
(0.6
)
 
(0.4
)
Net other-than-temporary impairments recognized in earnings
(11.0
)
 
(6.9
)
Other net realized capital gains (losses)
(863.8
)
 
(1,243.0
)
Total net realized capital gains (losses)
(874.8
)
 
(1,249.9
)
Other revenue
95.6

 
89.0

Income (loss) related to consolidated investment entities:
 
 
 
Net investment income (loss)
44.2

 
34.9

Changes in fair value related to collateralized loan obligations
(8.9
)
 
(16.7
)
Total revenues
1,818.6

 
1,485.3

Benefits and expenses:
 
 
 
Policyholder benefits
540.5

 
448.1

Interest credited to contract owner account balance
520.9

 
570.1

Operating expenses
759.1

 
759.4

Net amortization of deferred policy acquisition costs and value of business acquired
130.5

 
173.7

Interest expense
44.4

 
24.3

Operating expenses related to consolidated investment entities:
 
 
 
Interest expense
36.8

 
22.2

Other expense
0.7

 
0.4

Total benefits and expenses
2,032.9

 
1,998.2

Income (loss) before income taxes
(214.3
)
 
(512.9
)
Income tax expense
11.2

 
7.9

Net income (loss)
(225.5
)
 
(520.8
)
Less: Net income (loss) attributable to noncontrolling interest
(13.5
)
 
(15.6
)
Net income (loss) available to ING U.S., Inc.'s common shareholder
$
(212.0
)
 
$
(505.2
)
Net income (loss) available to ING U.S., Inc.'s common shareholder per common share
$
(0.92
)
 
$
(2.20
)


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
 
 

6
 


ING U.S., Inc.
Condensed Consolidated Statements of Comprehensive Income
For the Three Months Ended March 31, 2013, and 2012 (Unaudited)
(In millions)

 
Three Months Ended March 31,
 
2013
 
2012
Net income (loss)
$
(225.5
)
 
$
(520.8
)
Other comprehensive income (loss), before tax:
 
 
 
Unrealized gains/(losses) on securities
(399.9
)
 
(75.7
)
Other-than-temporary impairments
10.9

 
12.8

Pension and other postretirement benefits liability
(3.5
)
 
(3.8
)
Other comprehensive income (loss), before tax
(392.5
)
 
(66.7
)
Income tax (benefit) related to items of other comprehensive income (loss)
(134.6
)
 
(58.7
)
Other comprehensive income (loss), after tax
(257.9
)
 
(8.0
)
Comprehensive income (loss)
(483.4
)
 
(528.8
)
Less: Comprehensive income (loss) attributable to the noncontrolling interest
(13.5
)
 
(15.6
)
Comprehensive income (loss) attributable to ING U.S., Inc.'s common shareholder
$
(469.9
)
 
$
(513.2
)


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
 
 

7
 


ING U.S., Inc.
 Condensed Consolidated Statements of Changes in Shareholder's Equity
For the Three Months Ended March 31, 2013 and 2012 (Unaudited)
(In millions)
 
Common
Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained Earnings (Deficit)
 
Total
ING U.S., Inc.
Shareholder's
Equity
 
Noncontrolling
Interest
 
Total
Shareholder's
Equity
 
 
 
 
Appropriated
 
Unappropriated
 
 
 
Balance at January 1, 2013
$
2.3

 
$
22,917.6

 
$
3,710.7

 
$
6.4

 
$
(12,762.1
)
 
$
13,874.9

 
$
2,186.3

 
$
16,061.2

Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)

 

 

 

 
(212.0
)
 
(212.0
)
 
(13.5
)
 
(225.5
)
Other comprehensive income (loss), after tax

 

 
(257.9
)
 

 

 
(257.9
)
 

 
(257.9
)
Total comprehensive income (loss)
 
 


 


 


 


 
(469.9
)
 
(13.5
)
 
(483.4
)
Reclassification of noncontrolling interest


 

 

 
(6.2
)
 

 
(6.2
)
 
6.2

 

Employee related benefits

 
(7.7
)
 

 

 

 
(7.7
)
 

 
(7.7
)
Contribution from (Distribution to) noncontrolling interest, net

 

 

 

 

 

 
28.8

 
28.8

Balance at March 31, 2013
$
2.3

 
$
22,909.9

 
$
3,452.8

 
$
0.2

 
$
(12,974.1
)
 
$
13,391.1

 
$
2,207.8

 
$
15,598.9



 
Common
Stock
 
Additional
Paid-In
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Retained Earnings (Deficit)
 
Total
ING U.S., Inc.
Shareholder's
Equity
 
Noncontrolling
Interest
 
Total
Shareholder's
Equity
 
 
 
 
Appropriated
 
Unappropriated
 
 
 
Balance at January 1, 2012
$
2.3

 
$
22,865.2

 
$
2,595.0

 
$
126.5

 
$
(13,235.1
)
 
$
12,353.9

 
$
1,572.2

 
$
13,926.1

Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income (loss)

 

 

 

 
(505.2
)
 
(505.2
)
 
(15.6
)
 
(520.8
)
Other comprehensive income (loss), after tax

 

 
(8.0
)
 

 

 
(8.0
)
 

 
(8.0
)
Total comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
(513.2
)
 
(15.6
)
 
(528.8
)
Reclassification of noncontrolling interest

 

 

 
(16.7
)
 

 
(16.7
)
 
16.7

 

Employee related benefits

 
5.9

 

 

 

 
5.9

 

 
5.9

Contribution from (Distribution to) noncontrolling interest, net

 

 

 

 

 

 
59.6

 
59.6

Balance at March 31, 2012
$
2.3

 
$
22,871.1

 
$
2,587.0

 
$
109.8

 
$
(13,740.3
)
 
$
11,829.9

 
$
1,632.9

 
$
13,462.8



The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
 
 

8
 


ING U.S., Inc.
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended March 31, 2013, and 2012 (Unaudited)
(In millions)

 
Three Months Ended March 31,
 
2013
 
2012
Net cash (used in) provided by operating activities
$
(28.4
)
 
$
324.3

Cash Flows from Investing Activities:
 
 
 
Proceeds from the sale, maturity, disposal or redemption of:
 
 
 
Fixed maturities
4,455.8

 
5,838.7

Equity securities, available-for-sale
28.4

 
23.5

Mortgage loans on real estate
318.3

 
316.3

Loan - Dutch State obligation

 
145.3

Limited partnerships/corporations
18.0

 
63.1

Acquisition of:
 
 
 
Fixed maturities
(4,802.8
)
 
(4,233.3
)
Equity securities, available-for-sale
(9.4
)
 
(9.9
)
Mortgage loans on real estate
(581.4
)
 
(553.9
)
Limited partnerships/corporations
(9.8
)
 
(77.3
)
Short-term investments, net
2,999.1

 
499.4

Policy loans, net
(4.1
)
 
39.8

Derivatives, net
(1,089.6
)
 
(1,171.2
)
Other investments, net
11.8

 
(0.1
)
Sales from consolidated investment entities
573.8

 
181.5

Purchase of consolidated investment entities
(613.8
)
 
(380.0
)
Collateral received (delivered), net
(360.5
)
 
(209.4
)
Purchases of fixed assets, net
(6.6
)
 
(8.2
)
Other, net

 
(0.2
)
Net cash provided by investing activities
927.2

 
464.1

Cash Flows from Financing Activities:
 
 
 
Deposits received for investment contracts
$
2,936.2

 
$
4,251.2

Maturities and withdrawals from investment contracts
(2,996.6
)
 
(4,918.2
)
Proceeds from issuance of debt with maturities of more than three months
1,000.6

 
43.9

Repayment of debt with maturities of more than three months
(1,304.6
)
 
(47.6
)
Short-term debt
(169.7
)
 
129.1

Debt issuance costs
(6.5
)
 

Contributions from participants in consolidated investment entities
642.7

 
392.2

Net cash (used in) provided by financing activities
102.1

 
(149.4
)
Net increase in cash and cash equivalents
1,000.9

 
639.0

Cash and cash equivalents, beginning of period
1,786.8

 
638.0

Cash and cash equivalents, end of period
$
2,787.7

 
$
1,277.0

Supplemental cash flow information:
 
 
 
Income taxes paid, net
$
(3.2
)
 
$
(2.2
)
Interest paid
55.1

 
29.4


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
 
 
 

9
 



ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 




1.    Business, Basis of Presentation and Significant Accounting Policies

Business

ING U.S., Inc. and its subsidiaries (collectively "the Company") is a financial services organization in the United States that offers a broad range of retirement services, annuities, investment management services, mutual funds, life insurance, group insurance and supplemental health products, guaranteed investment contracts, and funding agreements.

In 2009, ING Groep N.V. (“ING Group” or “ING”) announced the anticipated separation of its global banking and insurance businesses, including the divestiture of the Company. On May 7, 2013, ING U.S., Inc. completed the offering of 65,192,307 shares of its common stock, including the issuance and sale by ING U.S., Inc. of 30,769,230 shares of common stock and the sale by ING Insurance International B.V. (“ING International”), an indirect wholly owned subsidiary of ING Group and previously the sole stockholder of ING U.S., Inc. of 34,423,077 shares of outstanding common stock of ING U.S., Inc. (collectively, the “IPO"). Following the IPO, ING International owns 75% of the outstanding common stock of ING U.S., Inc. (before any exercise of the underwriters' option to acquire from ING International up to an additional 9,778,846 shares of ING U.S., Inc. common stock). ING International is a wholly owned subsidiary of ING Verzekeringen N.V. ("ING V"), which is a wholly owned subsidiary of ING Insurance Topholding N.V., which is a wholly owned subsidiary of ING Group, the ultimate parent company. ING is a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol "ING."

On April 11, 2013, the Company announced plans to rebrand in the future as Voya Financial. The Voya Financial identity is reflected in the Company's new ticker symbol (NYSE: VOYA).

The Company provides its principal products and services in three businesses (Retirement Solutions, Investment Management and Insurance Solutions) and reports results through five ongoing operating segments, including Retirement, Annuities, Investment Management, Individual Life and Employee Benefits. The Company also has a Corporate segment, which includes the financial data not directly related to the businesses and Closed Block segments. See the Segments Note to these Condensed Consolidated Financial Statements.

Basis of Presentation

On April 10, 2013, the Company's Board of Directors authorized the total number of shares of all classes of stock which the Company has the authority to issue to be 1,000,000,000, of which 900,000,000 shares, par value $0.01 per share, are designated as common stock and a 100,000,000 shares, par value $0.01 per share, are designated as preferred stock. In addition, the Company's Board of Directors authorized a 2,295.248835-for-1 split of the Company's common stock. These actions were subsequently approved by the Company's sole stockholder on April 10, 2013 and effected on April 11, 2013, resulting in 230,079,120 shares of common stock issued, including 79,120 of Treasury shares, and 230,000,000 shares of common stock outstanding and held by ING International, prior to the IPO. The accompanying Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements give retroactive effect to the stock split for all periods presented. There are no preferred shares issued or outstanding.

The accompanying Condensed Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are unaudited. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates.

The Condensed Consolidated Financial Statements include the accounts of ING U.S., Inc. and its subsidiaries, as well as partnerships (voting interest entities ("VOEs")) in which the Company has control and variable interest entities ("VIEs") for which the Company is the primary beneficiary. See the Consolidated Investment Entities Note to these Condensed Consolidated Financial Statements.



10




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



Certain immaterial reclassifications have been made to prior year financial information to conform to the current year classifications. Intercompany transactions and balances have been eliminated.

The accompanying Condensed Consolidated Financial Statements reflect all adjustments (including normal, recurring adjustments) necessary to present fairly the financial position of the Company as of March 31, 2013, its results of operations, comprehensive income, changes in shareholder's equity and cash flows for the three months ended March 31, 2013 and 2012, in conformity with U.S. GAAP. Interim results are not necessarily indicative of full year performance. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements included in the Company's prospectus dated May 1, 2013, filed with the SEC pursuant to Rule 424(b)(1) under the Securities Act of 1933, as amended (the "Securities Act") on May 3, 2013 (the "Prospectus").

Adoption of New Pronouncements

Disclosures about Offsetting Assets and Liabilities
In December 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2011-11, "Balance Sheet (Accounting Standards Codification ("ASC") Topic 210): Disclosures about Offsetting Assets and Liabilities" ("ASU 2011-11"), which requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position, as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements.

In January 2013, the FASB issued ASU 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" ("ASU 2013-01"), which clarifies that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASU Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement.

The provisions of ASU 2013-01 and ASU 2011-11 were adopted retrospectively by the Company on January 1, 2013. The adoption had no effect on the Company's financial condition, results of operations, or cash flows as the pronouncement only pertains to additional disclosure. The disclosures required by ASU 2011-11 and ASU 2013-01 are included in the Derivative Financial Instruments Note to these Condensed Consolidated Financial Statements.

Disclosures about Amounts Reclassified out of AOCI
In January 2013, the FASB issued ASU 2013-02, "Comprehensive Income (ASC Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income" ("ASU 2013-02"), which requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts.

The provisions of ASU 2013-02 were adopted by the Company on January 1, 2013. The adoption had no effect on the Company's financial condition, results of operations, or cash flows as the pronouncement only pertains to additional disclosure. The disclosures required by ASU 2013-02, including comparative period disclosures, are included in the Accumulated Other Comprehensive Income Note to these Condensed Consolidated Financial Statements.

Future Adoption of Accounting Pronouncements

Joint and Several Liability Arrangements
In February 2013, the FASB issued ASU 2013-04, "Liabilities (ASC Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date” ("ASU 2013-04"), which requires an entity to measure obligations resulting from joint and several liable arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date, as the sum of (1) the amount the reporting entity agreed


11




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



to pay on the basis of its arrangement among its co-obligors and (2) any additional amount it expects to pay on behalf of its co-obligors. ASU 2013-04 also requires an entity to disclose the nature and amount of the obligation, as well as other information about those obligations.

The provisions of ASU 2013-04 are effective for years, and interim periods within those years, beginning after December 15, 2013. The amendments should be applied retrospectively for those obligations resulting from joint and several liability arrangements that exist at the beginning of an entity's year of adoption. The Company is currently in the process of determining the impact of adoption of the provisions of ASU 2013-04.



12




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



2.    Investments (excluding Consolidated Investment Entities)

Fixed Maturities and Equity Securities

Available-for-sale and fair value option ("FVO") fixed maturities and equity securities were as follows as of March 31, 2013:
 
Amortized Cost
 
Gross Unrealized Capital Gains
 
Gross Unrealized Capital Losses
 
Embedded Derivatives(2)
 
Fair Value
 
OTTI(3)
Fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
5,186.3

 
$
575.2

 
$
4.0

 
$

 
$
5,757.5

 
$

U.S. government agencies and authorities
642.0

 
67.5

 

 

 
709.5

 

State, municipalities and political subdivisions
288.6

 
29.2

 

 

 
317.8

 

U.S. corporate securities
34,082.4

 
3,770.8

 
93.3

 

 
37,759.9

 
13.0

 
 
 
 
 
 
 
 
 
 
 
 
Foreign securities:(1)
 
 
 
 
 
 
 
 
 
 
 
Government
1,072.1

 
93.3

 
9.3

 

 
1,156.1

 

Other
13,601.1

 
1,393.9

 
41.1

 

 
14,953.9

 

Total foreign securities
14,673.2

 
1,487.2

 
50.4

 

 
16,110.0

 

 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Agency
4,941.3

 
578.7

 
17.0

 
138.0

 
5,641.0

 
1.1

Non-Agency
1,489.8

 
194.9

 
46.9

 
74.1

 
1,711.9

 
130.4

Total Residential mortgage-backed securities
6,431.1

 
773.6

 
63.9

 
212.1

 
7,352.9

 
131.5

Commercial mortgage-backed securities
4,301.4

 
515.8

 
4.0

 

 
4,813.2

 
4.4

Other asset-backed securities
2,197.1

 
116.7

 
53.2

 
(8.0
)
 
2,252.6

 
14.2

 
 
 
 
 
 
 
 
 
 
 
 
Total fixed maturities, including securities pledged
67,802.1

 
7,336.0

 
268.8

 
204.1

 
75,073.4

 
163.1

Less: Securities pledged
1,656.7

 
126.1

 
8.1

 

 
1,774.7

 

Total fixed maturities
66,145.4

 
7,209.9

 
260.7

 
204.1

 
73,298.7

 
163.1

 
 
 
 
 
 
 
 
 
 
 
 
Equity securities:
 
 
 
 
 
 
 
 
 
 
 
Common stock
192.6

 
0.3

 
0.2

 

 
192.7

 

Preferred stock
53.9

 
35.7

 

 

 
89.6

 

Total equity securities
246.5

 
36.0

 
0.2

 

 
282.3

 

 
 
 
 
 
 
 
 
 
 
 
 
Total fixed maturities and equity securities investments
$
66,391.9

 
$
7,245.9

 
$
260.9

 
$
204.1

 
$
73,581.0

 
$
163.1

(1) Primarily U.S. dollar denominated.
(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Other net realized capital gains (losses) in the Condensed Consolidated Statements of Operations.
(3) Represents Other-than Temporary-Impairments ("OTTI") reported as a component of Other comprehensive income.



13




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



Available-for-sale and FVO fixed maturities and equity securities were as follows as of December 31, 2012:
 
Amortized
Cost
 
Gross
Unrealized
Capital
Gains
 
Gross
Unrealized
Capital
Losses
 
Embedded
Derivatives (2)
 
Fair
 Value
 
OTTI(3)
Fixed maturities:
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
5,194.3

 
$
691.2

 
$
1.8

 
$

 
$
5,883.7

 
$

U.S. government agencies and authorities
645.4

 
78.8

 

 

 
724.2

 

State, municipalities and political subdivisions
320.2

 
32.6

 

 

 
352.8

 

U.S. corporate securities
32,986.1

 
4,226.6

 
48.8

 

 
37,163.9

 
13.4

 
 
 
 
 
 
 
 
 
 
 
 
Foreign securities(1):
 
 
 
 
 
 
 
 
 
 
 
Government
1,069.4

 
125.2

 
4.6

 

 
1,190.0

 

Other
13,321.8

 
1,527.4

 
54.7

 

 
14,794.5

 

Total foreign securities
14,391.2

 
1,652.6

 
59.3

 

 
15,984.5

 

 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage-backed securities:
 
 
 
 
 
 
 
 
 
 
 
Agency
5,071.6

 
633.3

 
14.8

 
156.0

 
5,846.1

 
1.2

Non-Agency
1,612.6

 
198.6

 
71.9

 
81.6

 
1,820.9

 
139.6

Total Residential mortgage-backed securities
6,684.2

 
831.9

 
86.7

 
237.6

 
7,667.0

 
140.8

Commercial mortgage-backed securities
4,438.9

 
513.6

 
6.1

 

 
4,946.4

 
4.4

Other asset-backed securities
2,536.4

 
128.4

 
90.0

 
(10.2
)
 
2,564.6

 
15.4

 
 
 
 
 
 
 
 
 
 
 
 
Total fixed maturities, including securities pledged
67,196.7

 
8,155.7

 
292.7

 
227.4

 
75,287.1

 
174.0

Less: Securities pledged
1,470.0

 
139.6

 
4.1

 

 
1,605.5

 

Total fixed maturities
65,726.7

 
8,016.1

 
288.6

 
227.4

 
73,681.6

 
174.0

 
 
 
 
 
 
 
 
 
 
 
 
Equity securities:
 
 
 
 
 
 
 
 
 
 
 
Common stock
194.4

 
13.2

 
1.0

 

 
206.6

 

Preferred stock
103.5

 
30.0

 

 

 
133.5

 

Total equity securities
297.9

 
43.2

 
1.0

 

 
340.1

 

 
 
 
 
 
 
 
 
 
 
 
 
Total fixed maturities and equity securities investments
$
66,024.6

 
$
8,059.3

 
$
289.6

 
$
227.4

 
$
74,021.7

 
$
174.0

(1) Primarily U.S. dollar denominated.
(2) Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Other net realized capital gains (losses) in the Condensed Consolidated Statements of Operations.
(3) Represents OTTI reported as a component of Other comprehensive income.



14




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



The amortized cost and fair value of fixed maturities, including securities pledged, as of March 31, 2013, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called, or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.
 
Amortized
Cost
 
Fair
Value
Due to mature:
 
 
 
One year or less
$
2,923.6

 
$
3,021.8

After one year through five years
14,250.2

 
15,205.4

After five years through ten years
18,184.4

 
19,830.3

After ten years
19,514.3

 
22,597.2

Mortgage-backed securities
10,732.5

 
12,166.1

Other asset-backed securities
2,197.1

 
2,252.6

Fixed maturities, including securities pledged
$
67,802.1

 
$
75,073.4


The investment portfolio is monitored to maintain a diversified portfolio on an ongoing basis. Credit risk is mitigated by monitoring concentrations by issuer, sector and geographic stratification and limiting exposure to any one issuer.

As of March 31, 2013 and December 31, 2012, the Company did not have any investments in a single issuer, other than obligations of the U.S. government and government agencies, with a carrying value in excess of 10% of the Company’s consolidated Shareholder’s equity.

The following tables set forth the composition of the U.S. and foreign corporate securities within the fixed maturity portfolio by industry category as of the dates indicated:
 
Amortized
Cost
 
Gross
Unrealized
Capital
Gains
 
Gross
Unrealized
Capital
Losses
 
Fair
Value
March 31, 2013
 
 
 
 
 
 
 
Communications
$
4,048.7

 
$
510.2

 
$
10.9

 
$
4,548.0

Financial
6,027.8

 
748.3

 
32.7

 
6,743.4

Industrial and other companies
27,160.9

 
2,621.1

 
66.8

 
29,715.2

Utilities
9,007.6

 
1,128.7

 
20.6

 
10,115.7

Transportation
1,438.5

 
156.4

 
3.4

 
1,591.5

Total
$
47,683.5

 
$
5,164.7

 
$
134.4

 
$
52,713.8

 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
 
Communications
$
3,609.5

 
$
563.4

 
$
2.4

 
$
4,170.5

Financial
5,912.9

 
749.4

 
46.7

 
6,615.6

Industrial and other companies
26,613.3

 
3,063.3

 
24.2

 
29,652.4

Utilities
8,893.1

 
1,210.5

 
28.9

 
10,074.7

Transportation
1,279.1

 
167.4

 
1.3

 
1,445.2

Total
$
46,307.9

 
$
5,754.0

 
$
103.5

 
$
51,958.4


The Company invests in various categories of collateralized mortgage obligations ("CMOs"), including CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to significant decreases and increases in interest rates resulting in the


15




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. As of March 31, 2013 and December 31, 2012, approximately 32.5% and 33.1%, respectively, of the Company’s CMO holdings, such as interest-only or principal-only strips were invested in those types of CMOs which are subject to more prepayment and extension risk than traditional CMOs.

Repurchase Agreements
 
The Company engages in dollar repurchase agreements with mortgage-backed securities ("dollar rolls") and repurchase agreements with other collateral types to increase its return on investments and improve liquidity. Such arrangements meet the requirements to be accounted for as financing arrangements. As of March 31, 2013 and December 31, 2012, the Company did not have any securities pledged in dollar rolls and repurchase agreement transactions.

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of securities and an agreement to sell substantially the same securities as those purchased. As of March 31, 2013 and December 31, 2012, the Company did not have any securities pledged under reverse repurchase agreements.

Securities Lending

The Company engages in securities lending whereby certain domestic securities from its portfolio are loaned to other institutions for short periods of time. As of March 31, 2013 and December 31, 2012, the fair value of loaned securities was $804.8 and $601.8, respectively, and is included in Securities pledged on the Condensed Consolidated Balance Sheets. As of March 31, 2013 and December 31, 2012, collateral retained by the lending agent and invested in liquid assets on the Company's behalf was $827.5 and $619.5, respectively, and recorded in Short-term investments under securities loan agreement, including collateral delivered on the Condensed Consolidated Balance Sheets. As of March 31, 2013 and December 31, 2012, liabilities to return collateral of $827.5 and $619.5, respectively, were included in Payables under securities loan agreement, including collateral held on the Condensed Consolidated Balance Sheets.
 
Unrealized Capital Losses

Unrealized capital losses (including noncredit impairments), along with the fair value of fixed maturity securities, including securities pledged, by market sector and duration were as follows as of March 31, 2013:
 
Six Months or Less
Below Amortized Cost
 
More Than Six
Months and Twelve Months or Less
Below Amortized Cost
 
More Than Twelve
Months Below
Amortized Cost
 
Total
 
Fair Value
 
Unrealized Capital Losses
 
Fair Value
 
Unrealized Capital Losses
 
Fair Value
 
Unrealized Capital Losses
 
Fair Value
 
Unrealized Capital Losses
U.S. Treasuries
$
72.6

 
$
4.0

 
$

 
$

 
$

 
$

 
$
72.6

 
$
4.0

U.S. corporate, state and municipalities
3,128.0

 
64.7

 
143.6

 
5.1

 
191.9

 
23.5

 
3,463.5

 
93.3

Foreign
968.5

 
22.5

 
47.1

 
4.3

 
191.7

 
23.6

 
1,207.3

 
50.4

Residential mortgage-backed
682.8

 
6.5

 
63.3

 
2.7

 
477.8

 
54.7

 
1,223.9

 
63.9

Commercial mortgage-backed
5.8

 

 
1.9

 
0.1

 
43.4

 
3.9

 
51.1

 
4.0

Other asset-backed
81.8

 
0.1

 
10.0

 
1.3

 
442.8

 
51.8

 
534.6

 
53.2

Total
$
4,939.5

 
$
97.8

 
$
265.9

 
$
13.5

 
$
1,347.6

 
$
157.5

 
$
6,553.0

 
$
268.8




16




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



Unrealized capital losses (including noncredit impairments), along with the fair value of fixed maturity securities, including securities pledged, by market sector and duration were as follows as of December 31, 2012:
 
Six Months or Less
Below Amortized Cost
 
More Than Six
Months and Twelve Months or Less
Below Amortized Cost
 
More Than Twelve
Months Below
Amortized Cost
 
Total
 
Fair Value
 
Unrealized Capital Losses
 
Fair Value
 
Unrealized Capital Losses
 
Fair Value
 
Unrealized Capital Losses
 
Fair Value
 
Unrealized Capital Losses
U.S. Treasuries
$
451.2

 
$
1.8

 
$

 
$

 
$

 
$

 
$
451.2

 
$
1.8

U.S. corporate, state and municipalities
1,333.4

 
19.2

 
116.5

 
3.0

 
231.2

 
26.6

 
1,681.1

 
48.8

Foreign
360.2

 
12.7

 
59.8

 
7.4

 
314.9

 
39.2

 
734.9

 
59.3

Residential mortgage-backed
369.3

 
6.4

 
42.0

 
2.1

 
585.1

 
78.2

 
996.4

 
86.7

Commercial mortgage-backed
22.0

 
0.2

 
15.3

 
1.7

 
44.4

 
4.2

 
81.7

 
6.1

Other asset-backed
70.2

 

 
7.0

 
1.2

 
609.2

 
88.8

 
686.4

 
90.0

Total
$
2,606.3

 
$
40.3

 
$
240.6

 
$
15.4

 
$
1,784.8

 
$
237.0

 
$
4,631.7

 
$
292.7


Of the unrealized capital losses aged more than twelve months, the average market value of the related fixed maturities was 89.5% and 88.3% of the average book value as of March 31, 2013 and December 31, 2012, respectively.

Unrealized capital losses (including noncredit impairments) in fixed maturities, including securities pledged, for instances in which fair value declined below amortized cost by greater than or less than 20% for consecutive months as indicated in the tables below, were as follows as of the dates indicated:
 
Amortized Cost
 
Unrealized Capital Losses
 
Number of Securities
 
< 20%
 
> 20%
 
< 20%
 
> 20%
 
< 20%
 
> 20%
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Six months or less below amortized cost
$
5,279.7

 
$
16.2

 
$
126.0

 
$
3.9

 
474

 
16

More than six months and twelve months or less below amortized cost
594.0

 
41.3

 
37.4

 
11.3

 
119

 
9

More than twelve months below amortized cost
672.5

 
218.1

 
28.5

 
61.7

 
218

 
54

Total
$
6,546.2

 
$
275.6

 
$
191.9

 
$
76.9

 
811

 
79

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
Six months or less below amortized cost
$
3,154.6

 
$
42.1

 
$
95.2

 
$
11.4

 
308

 
21

More than six months and twelve months or less below amortized cost
363.3

 
30.2

 
19.5

 
10.3

 
83

 
9

More than twelve months below amortized cost
940.1

 
394.1

 
35.9

 
120.4

 
221

 
95

Total
$
4,458.0

 
$
466.4

 
$
150.6

 
$
142.1

 
612

 
125




17




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



Unrealized capital losses (including noncredit impairments) in fixed maturities, including securities pledged, by market sector for instances in which fair value declined below amortized cost by greater than or less than 20% were as follows as of the dates indicated:
 
Amortized Cost
 
Unrealized Capital Losses
 
Number of Securities
 
< 20%
 
> 20%
 
< 20%
 
> 20%
 
< 20%
 
> 20%
March 31, 2013
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
76.6

 
$

 
$
4.0

 
$

 
2

 

U.S. corporate, state and municipalities
3,527.0

 
29.8

 
82.6

 
10.7

 
218

 
1

Foreign
1,182.5

 
75.2

 
29.8

 
20.6

 
95

 
7

Residential mortgage-backed
1,195.5

 
92.3

 
37.4

 
26.5

 
393

 
54

Commercial mortgage-backed
53.1

 
2.0

 
3.7

 
0.3

 
10

 
1

Other asset-backed
511.5

 
76.3

 
34.4

 
18.8

 
93

 
16

Total
$
6,546.2

 
$
275.6

 
$
191.9

 
$
76.9

 
811

 
79

 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasuries
$
453.0

 
$

 
$
1.8

 
$

 
3

 

U.S. corporate, state and municipalities
1,688.5

 
41.4

 
33.1

 
15.7

 
109

 
3

Foreign
684.9

 
109.3

 
24.1

 
35.2

 
50

 
14

Residential mortgage-backed
938.3

 
144.8

 
42.5

 
44.2

 
343

 
77

Commercial mortgage-backed
85.9

 
1.9

 
5.6

 
0.5

 
19

 
1

Other asset-backed
607.4

 
169.0

 
43.5

 
46.5

 
88

 
30

Total
$
4,458.0

 
$
466.4

 
$
150.6

 
$
142.1

 
612

 
125




18




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



The following tables summarize loan-to-value, credit enhancement and fixed floating rate details for RMBS and Other ABS in a gross unrealized loss position as of the dates indicated:
 
Loan-to-Value Ratio
 
Amortized Cost
 
Unrealized Capital Losses
March 31, 2013
< 20%
 
> 20%
 
< 20%
 
> 20%
RMBS and Other ABS(1)
 
 
 
 
 
 
 
Non-agency RMBS > 100%
$
374.2

 
$
103.9

 
$
26.0

 
$
27.3

Non-agency RMBS 90% - 100%
106.6

 
15.2

 
8.9

 
5.1

Non-agency RMBS 80% - 90%
91.3

 
23.3

 
8.7

 
5.1

Non-agency RMBS < 80%
306.5

 
12.6

 
14.7

 
3.9

Agency RMBS
737.4

 
11.2

 
12.3

 
3.3

Other ABS (Non-RMBS)
91.1

 
2.3

 
1.3

 
0.5

Total RMBS and Other ABS
$
1,707.1

 
$
168.5

 
$
71.9

 
$
45.2

 
 
 
 
 
 
 
 
 
Credit Enhancement Percentage
 
Amortized Cost
 
Unrealized Capital Losses
March 31, 2013
< 20%
 
> 20%
 
< 20%
 
> 20%
RMBS and Other ABS(1)
 
 
 
 
 
 
 
Non-agency RMBS 10% +
$
607.2

 
$
86.4

 
$
43.7

 
$
20.5

Non-agency RMBS 5% - 10%
94.9

 
2.2

 
3.1

 
0.6

Non-agency RMBS 0% - 5%
103.7

 
5.2

 
5.0

 
2.3

Non-agency RMBS 0%
72.8

 
61.2

 
6.5

 
18.0

Agency RMBS
737.4

 
11.2

 
12.3

 
3.3

Other ABS (Non-RMBS)
91.1

 
2.3

 
1.3

 
0.5

Total RMBS and Other ABS
$
1,707.1

 
$
168.5

 
$
71.9

 
$
45.2

 
 
 
 
 
 
 
 
 
Fixed Rate/Floating Rate
 
Amortized Cost
 
Unrealized Capital Losses
March 31, 2013
< 20%
 
> 20%
 
< 20%
 
> 20%
Fixed Rate
$
780.5

 
$
22.7

 
$
13.1

 
$
6.3

Floating Rate
926.6

 
145.8

 
58.8

 
38.9

Total
$
1,707.1

 
$
168.5

 
$
71.9

 
$
45.2

(1) For purposes of this table, subprime mortgages are included in Non-agency RMBS categories.


19




ING U.S., Inc.
Notes to the Condensed Consolidated Financial Statements (Unaudited)
(Dollar amounts in millions, unless otherwise stated)
 
 
 



 
Loan-to-Value Ratio
 
Amortized Cost
 
Unrealized Capital Losses
December 31, 2012
< 20%
 
> 20%
 
< 20%
 
> 20%
RMBS and Other ABS(1)
 
 
 
 
 
 
 
Non-agency RMBS > 100%
$
562.3

 
$
203.8

 
$
39.5

 
$
58.0

Non-agency RMBS 90% - 100%
134.2

 
35.2

 
12.8

 
10.7

Non-agency RMBS 80% - 90%