SecProbe.io

December 6, 2012

Via E -mail
Ms. Bridget M. Healy
Executive Vice President and Chief Legal Officer
ING U.S., Inc.
230 Park Avenue
New York, NY 10169

Re: ING U.S., Inc.
Registration Statement on Form S -1
Filed November 9, 2012
  File No. 333-184847

Dear Ms. Healy :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropri ate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -1

1. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not complete lists.  If our comments are applicable to portions of
the filing that we have not cited as examples, please make the appropriate changes in
accord ance with our comments.

2. Please note that when you file a pre -effective amendment that includes your price range,
it must be bona fide.  We interpret this to mean that your range may not exceed $2 if you
price below $10 and 20% if you price above $10.

Prospectus Summary , page 1

3. On page 10 and on pages 51, 52, 190, 239, and 250, you discuss the agreed -upon
deadline by which the divestment must be completed to avoid additional restructuring

Ms. Bridget M. Healy
ING U.S., Inc.
December 6, 2012
Page 2

 measures or enforcement actions.  Please revise your disclosure in these sections to
identify the deadline.

4. Please note that the Prospectus Summary must be a balanced discussion of the disclosure
found within the Prospectus.  Accordingly, it must contain information related to the
weaknesses and risks faced by the comp any in addition to its strengths.  Please add a
subsection to the Prospectus Summary immediately following the “Our Competitive
Strengths” subsection to briefly describe the major risks and weaknesses facing the
company, in bulleted form.  This disclosure should include a discussion of the following
items  and other s that may be the most material to the company :

 Threats to profitability due to changes in interest rates and resulting interest rate
spreads;
 Susceptibility to loss of revenue or liquidity pr oblems due to rating downgrades;
 Threats to liquidity from counterparties not meeting their obligations regarding
securities lending or securities repurchase arrangements, reinsurance, swamps,
credit default contracts , or other hedging arrangements, etc.
 Illiquid investment portfolios and volatility of asset  valuations;
 Restrictions on the payment of dividends to shareholders or the upstreaming  of
funds to the parent related to the registrant’s holding company structure and state
law or other regulatory requirements regarding the transfer of funds to the parent;
 The e xpected benefits you may not achieve as a result of the separation;
 The signif icant risks you will face as a standalone public company without many
of the resources previously available to you as a private business unit of ING
Group,  including brand and reputation;
 The fact that ING Group will beneficially control a majority of the  voting power
of your outstanding common stock and will be able to determine the outcome of
future corporate actions including the election of directors; and
 The possibility of a conflict of interest as a result of the fact that your directors
may simultan eously serve as employees of ING Group .

In this respect, your current “Risk Factors” subsection on page 10 is not sufficient.

Summary Consolidated Financial Data, page 13

5. In this section, and elsewhere throughout the prospectus, you include a line item entitled
“ING U.S. Inc. shareholders equity, excluding AOCI.”  It appears that this item is a non -
GAAP measure.  If so, please provide footnote disclosure that explains why you believe
this measure is useful to investors and provides a reconciliation to the most comparable
GAAP measure as required by Item 10(e)(1)(i) of Regulation S -K.  If you do not believe
this item is a non -GAAP measure, please explain to us why not, and disclose in a
footnote a cross -reference to Note 7 to your Financial Statements  which provides an
explanation of how you calculate AOCI.

Ms. Bridget M. Healy
ING U.S., Inc.
December 6, 2012
Page 3

 Risk Factors, page 15
“Revenues, earnings and income from our investment management business . . .,” page 26

6. Please quantify the portion of revenues and net income attributable to your invest ment
management business operations  as of December 31, 2011 and September 30, 2012 .

“A significant portion of our institutional funding originates from . . .,” page 33

7. If your funding from the Federal Home Loan Bank of Topeka and the Federal Home
Loan Ba nk of Des Moines was memorialized in a written agreement, please file the
agreement as an exhibit to your registration statement pursuant, or provide us with a legal
analysis as to why the agreement need not be filed pursuant to Item 601(b)(4) of
Regulatio n S-K.

“The loss of key personnel could negatively affect our financial results . . .,” page 38

8. Please expand this risk factor to name your key employees.

“Our Closed Block Variable Annuity segment is subject to market risks,” page 41

9. Please quantify the portion of revenues and net income attributable to your closed block
variable annuity segment as of December 31, 2011 and September 30, 2012 .

Recapitalization , page 60

10. Please file the following agreements as exhibits to your registration statement pursuant to
Item 601(b)(4) of Regulation S -K:

 Term Loan Agreement ;
 Revolving Credit Agreement ;
 The Form of 5.5% Senior Notes due 2022 ; and
 The Indenture for the Senior Notes due 2022.

11. We note that under “Uses of Funds” on page 61,  it appears that you intend to provide one
aggregate amount for several debt repayments.  Please amend to provide the amounts for
each of the five types of repayments you anticipate.

Use of Proceeds , page 62

12. Your plans for the use of proceeds are descr ibed in “Recapitalization.”  If proceeds from
this offering are not sufficient to satisfy all uses of funds described on page 61, please
indicate the prio rity of uses for the proceeds.  Please provide this disclosure by footnote
to the Uses of Funds table on page 61 under the “Recapitalization” section.

Ms. Bridget M. Healy
ING U.S., Inc.
December 6, 2012
Page 4

 Management’s Discussion and Analysis of Results of Operations and Financial Condition , page
67
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 , page 81
Interest Credited and Other Benefits to Contract Owners/Policyholders, page 82

13. Please revise your discussion to support the timing of updating lapse and other policy
holder behavior assumptions.  Your discussion should include the event(s) that occurred
or the new information you ob tained during the fourth quarter of 2011.

Net Amortization of DAC/VOBA, page 82

14. In light of sustained low -interest rates that we have been experiencing, please revise your
discussion to explain why your assumption of investment margins were favorably
changed.

Results of Operations —Ongoing Business, page 86

15. The information presented in the tables on pages 86 and 87 appear to include non -GAAP
information.  Please address the following comments:

 Although operating revenues and operating income (loss) befo re income taxes  appear
to be your segment measure s of revenue and  profit or loss for each reportable
segment under ASC 280 -10-50-30, the presentation of a total consolidated segment
profit or loss measure in any context other  than the reconciliation requir ed by this
guidance  is a non -GAAP  measure as stipulated in Question 104.04 of our Compliance
and Disclosure Interpretations on Non -GAAP Financial Measures.  Please revise  your
disclosure to clarify that these measures are n on-GAAP  measures , explain how you
use the consolidated measures  and provide or cross -reference to the reconciliations to
the most comparable GAAP measures as required by Item 10(e)(1)(i) of Regulation
S-K.
 Your presentation of the line items  comprising your total consolidated operating
revenues and total consolidated operating benefits and expenses to derive
consolidated operating income (loss) before income taxes in the table on page 86
appear to be tantamount to the presentation of a full non -GAAP  income statement
precluded under Compl iance and Disclosure Interpretations Question 102.10 related
to non -GAAP measures.  As a result, please revise  your disclosure to remove the
presentation of consolidated group totals for the revenue  and expense components of
your consolidated operating inc ome (loss) before income taxes .  Otherwise, please
separately identify each of the components of this measure that are not evident from
your consolidated statements of operations as non -GAAP  measures and disclose how
you use each measure and reconcile them  to the most comparable GAAP  measure as
required by Item 10(e) of Regulation S -K.
 Please explain to us how the “sources of revenue” caption in the table on page 87 and
the subsequent equivalent individual segment tables is meaningful and appropriate

Ms. Bridget M. Healy
ING U.S., Inc.
December 6, 2012
Page 5

 when  it presents information net of expenses.  In addition, please tell us how each of
the line -items presented in these tables are not non -GAAP measures.

Liquidity and Capital Resources, page 116
Parent Company Sources and Uses of Liquidity, page 116

16. On page 36, you state that you have made substantial net cash payments to your
subsidiaries in the past under the tax sharing agreement, and may be required to make net
cash payments to the subsidiaries in the future.  Please provide a discussion here of
whet her and how the tax sharing agreement may impact your ability to meet liquidity
requirement s in the future.

Letter of Credit Facilities and Subsidiary Credit Support Arrangements, page 121

17. Please file all material letters of credit and the Master Assets Purchase Agreement with
Scottish Re as exhibits to your registration statement.

Ratings, page 129

18. Please revise your disclosure to clarify which of the ratings presented in the table on page
130 are credit ratings  and which are  financial strength ratings.

19. Please briefly expand this section to describe the ratings scale used by each rating agency
so that the reader may put your ratings on page 130 into context.  In addition, please
provide your position in the ratings scale for eac h of the ratings discussed.

Critical Accounting Judgments and Estimates , page 138
Valuation and Amortization of Deferred Policy Acquisition Costs, Value of Business Acquired,
and Other Intangibles and Related Amortization, page 141

20. Please revise your dis closure regarding the sensitivity analyses prepared for the
amortization of DAC/VOBA and other intangibles to clarify the numeric impact of the
various assumption changes disclosed.  You disclose that the table represents the impact
of various assumption c hanges on your DAC/VOBA and other intangibles (assets) and
the impact on your reserves for future policy benefits and reinsurance (liabilities).  As a
result it is unclear whether, for example, the $246.4 million negative impact for a 100
basis point decre ase in the assumed long -term rate or return is a net charge to the income
statement for a decrease in the asset balance offset by a decrease in the liabilities or
whether it is a $246.4 million decrease in the asset balance and a corresponding $246.4
milli on decrease in liabilities balance resulting in no net impact on the income statement.
In your response, please also revise your disclosure to clarify the directional movement
on your future policy benefits reserves and the impact of your various guarante es.  In this
regard, it would appear that the assumed 100 basis point decrease in the long -term rate of
return assumption would cause a decrease in future policy benefits reserves as you would

Ms. Bridget M. Healy
ING U.S., Inc.
December 6, 2012
Page 6

 generally credit less income to your policyholders, but that mo vement could cause an
increase in reserves if, for example, GMIB or GMAB provisions are triggered.

Investments , page 161
Subprime and Alt -A Mortgage Exposure, page 172

21. Please revise your disclosure to explain the significant disparity between your NAIC
designations and ARO ratings for subprime mortgage -back securities as indicated in the
tables on page 173 and your Alt -A RMBS as indicated in the tables on page 174.  In this
regard, for example, notwithstanding the change in NAIC designation methodology
disclosed in the last paragraph on page 172, it does not appear reasonable on the surface
that, at June 30, 2012, 76.5% of your subprime RMBS have the highest NAIC
designation when 87.1% are below investment grade.  In your disclosure clarify whether
the dif ference is related to the timing of your acquisition and the price you paid below par
compared to anticipated cash flows under the securities.

Compensation of Executive Officers and Directors , page 261

22. Please file the following agreements as exhibits to your registration statement, pursuant
to Item 601(b)(10)(iii) of Regulation S -K:

 All executed employment agreements with the NEOs;
 Expatriate Agreements with Mr. Steenbergen;
 The Incentive Compensation Plan, to the extent the ICP is memorialized in a
written agreement;
 Long -Term Sustainable Performance Plan, to the extent the LSPP is memorialized
in a written agreement;
 Supplemental Executive Retirement Plan, to the extent the SERP is memorialized
in a w ritten agreement;
 Deferred Compensation Savings Plan, to the extent the DCSP is memorialized in
a written agreement;
 Severance Pay Plan, to the extent the Severance Plan is memorialized in a written
agreement;
 1997 Phantom Plan; and
 Long -term Equity Owner ship Plan.

Compensation Elements, page 262

23. You indicate on page 263 that you, along with ING Group, reviewed compensation data
provided by three surveys when determining appropriate base salaries for 2011.  If you
benchmarked base salaries to the compens ation data found in the surveys, please revise
this section to state the range of your benchmark, in terms of percentile targeted.

Ms. Bridget M. Healy
ING U.S., Inc.
December 6, 2012
Page 7

 24. On page 264, you state that at the beginning of 2011, you identified performance criteria
for the corporate pool and busines s unit pool.  Please expand your discussion of this pool
to address the following topics:

 Please disclose the performance criteria identified in 2011 for each pool;
 To the extent applicable, p lease discuss t he threshold, target, and maximum levels
of achi evement for each performance metric  taken into account to determine  the
size of each pool that funds incentive compensation (i.e. operating results before
tax, distributable earnings, expenses; underlying net result, and sales) ; and
 Please discuss the achi evement of each performance metric .  Please note that in
this respect, your disclosure on page 265 is not sufficient.

25. You indicate that the amount of annual cash and deferred equity -based incentive
compensation awarded to NEOs is determined based upon the achievement of corporate,
business unit and individual performance goals.  Please expand your discussion to
address th e intended relationship between the level of achievement of corporate , business
unit, and individual performance and the amount of cash incentive bonus to be awarded .

Certain Relationships and Related Party