SecProbe.io

March 27, 2013

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.
Amendment No. 2 to Registration Statement on Form S -1
Filed March 19, 2013
  File No. 333-184847

Dear Ms. Healy :

We have reviewed your  amended  registration statement  and response letter 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 appropriate, 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 .

Amendment No. 2 to Registration Statement on Form S -1

The Offering, page 13

1. Please revise your prospectus summary to highlight the basis for the conflict of interest
you are deemed to have under Rule 5121 of the Conduct Rules of FINRA.   Please also
include this information in “Underwriting —Conflicts of Interest.”

Selected Consolidated Financial Data, page 69

2. Please revise your disclosure to reflect the consolidated financial position data as of
December 31, 2009 as being audited.  Oth erwise, explain to us how your consolidated
operating results for the year ended December 31, 2009 can be derived from audited
financial statements without the year -end balance sheet being audited.

Ms. Bridget M. Healy
ING U.S., Inc.
March 27, 2013
Page 2

 Management’s Discussion and Analysis of Results of Oper ations and Financial Condition , page
71
Trends and Uncertainties , page 72
Market Conditions, page 72

3. You discuss the impact of market volatility and prevailing low interest rates.  Please
revise your disclosure here or elsewhere in MD&A to expand on the e xpected effects of
this known trend or uncertainty on your future financial position, results of operations
and cash flows consistent with your disclosure in a risk factor on pages 20 and 21.  To the
extent that information about cash flows you expect to h ave to reinvest at lower rates due
to potential maturities or calls of your investments, or cash flows that you are committed
to pay due to products with guaranteed features is necessary to understand these effects,
please include information such as the a mount of maturing or callable investments and
their weighted average yields and the amount of products with guaranteed features and
their rates in your disclosure.

Results of Operations —Ongoing Business, page 87

4. Refer to your response to comment 15 dated January 23, 2013.  We acknowledge your
representation that the presentation of sources of operating income (loss) before income
taxes provides a supplemental analysis that reflects the manner in which you analyze
financial results for internal purposes.  However, we remain skeptical that the
components of this presentation are not non -GAAP measures.  As a result, please revise
your disclosure to provide the following information or remove your presentation of the
sources of operating income disclosure:

 A discussion of the variation in each source of operating income (loss) before income
taxes from period to period at both the consolidated level and the segment level.
 Supporting computations for each income source t hat summarizes the revenues and
expenses netting to the amounts presented in your tables.
 Supporting computations for each expense source of operating income and
reconciliation to consolidated expenses.

5. Although you identify operating income (loss) before  income taxes as a non -GAAP
financial measure, its title is confusing similar to titles commonly used for GAAP
measures.  Please revise the title of this measure to clearly differentiate it from a GAAP
measure.  Please see Item 10(e)(1)(ii)(E) of Regulatio n S-K.

Qualitative and Quantitative Disclosure About Market Risk , page 146
Market Risk Related to Credit, page 153

6. Regarding your counterparty credit risk related to reinsurance recoverable, please revise
your filing to disclose the recoverable balances from your 10 largest reinsurers.  For these
reinsurers, disclose their current credit and claims payment ratings as well as the nature
and amounts or any disputes and corresponding allowance for doubtful accounts.

Ms. Bridget M. Healy
ING U.S., Inc.
March 27, 2013
Page 3

7. Regarding your counterparty credit risk a ssociated with your derivative assets, including
your instruments used to economically hedge your annuities and guarantee products, here
and/or in the financial statement footnotes, to address the following items or tell us why
such disclosure is not warra nted:

 Clarify whether your derivative instruments or any class of derivatives have any
concentration of over -the-counter instruments;
 The names of the significant counterparties;
 The notional amounts and amounts due from each of these counterparties;
 The duration of these derivatives and the amount physically settled in each fiscal year
presented to provide additional information regarding the volume of activity as
required by ASC 815 -10-50-1Ad;
 The credit support agreements in place with each of your coun terparties for option
holdings in excess of specific limits, if any; and
 The maximum amount of loss due to credit risk if the counterparties fail to perform
on their obligations in accordance with ASC 825 -10-50-21(b).

Compensation of Executive Officers and Directors, page 256
Post-Offering Equity Compensation, page 267

8. To the extent you intend to adopt the plan prior to the offering, please file the 2013
Omnibus Non -Employee Director Incentive Plan as an exhibit to your registration
statement pursuant  to Item 601(b)(10)(iii)(A) of Regulation S -K.

9. Please file the Equity Administration Agreement described on page 293 as an exhibit to
your registration statement, or provide us with a legal analysis as to why you are not
required to file this agreement pursuant to Item 601(b)(10) of Regulation S -K.

Underwriting, page 317

10. Please refer to your response to Comment 6.  We do not find persuasive your argument
that ING Group and ING Insurance International BV should not be identified as
underwriters because these parties acquired their interest in ING US with investment
intent and not with a view to the distribution of any security.   Parents of an issuer have
enough of an identity of interest with the issuer so as not to be able to make “secondary”
offerings  of the issuer’s securities.   Accordingly, we continue to believe that ING Group
and ING Insurance International BV should be identified as underwriters in this offering.
Please revise this section of your registration statement to so identify these parti es.

Conflicts of Interest, page 324

11. We note your statement regarding the existence of a conflict of interest under Rule 5121
of the FINRA Conduct Rules. As such, it appears that you are subject to FINRA rules
requiring the participation of a Qualified I ndependent Underwriter who would be

Ms. Bridget M. Healy
ING U.S., Inc.
March 27, 2013
Page 4

 involved in the underwriters’ due diligence process. Please disclose, if applicable, that
FINRA rules will require the participation of such person, the reasons therefore, who has
been designated as such and what their r ole is in the offering.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules requir e.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acce leration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

You may contact  Kei Ino at (202) 551 -3659  or Mark Brunhofer at (202) 551 -3638 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Rose Zukin at (202) 551 -3239 or me at (202) 551 -3710 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

Ms. Bridget M. Healy
ING U.S., Inc.
March 27, 2013
Page 5

cc: Robert G. DeLaMater
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004