SecProbe.io

CORRESP
1
filename1.htm

Response Letter

 January 23, 2013

 Via EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street
N.E.

 Washington D.C. 20549

Attention:
Jeffrey P. Riedler

Assistant Director

Re:
ING U.S., Inc.

Registration Statement on Form S-1

Filed November 9, 2012

File No. 333-184847

 Dear
Mr. Riedler:

 This letter responds to the comments set forth in the letter, dated December 6, 2012, to Bridget M.
Healy, Executive Vice President and Chief Legal Officer of ING U.S., Inc. (the “Company” or “we”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the
above-referenced registration statement (the “Registration Statement”) on Form S-1 filed with the Commission on November 9, 2012 (the “Initial Registration Statement”).

We have addressed the comments in the Staff’s December 6, 2012 letter by reproducing each comment below in bold text and
providing the Company’s response immediately following. We have also provided supplemental information as requested or where we believe it is appropriate to the response.

 We are delivering with this letter a copy of Amendment No. 1 to the Registration Statement, filed on the date hereof (“Amendment No. 1”), which shows the changes we have made in
response to the Staff’s comments as well as other revisions. As a result of the revisions to the Initial Registration Statement, some page references have changed. The page references in the comments refer to page numbers of the Initial
Registration Statement and the page references in the responses refer to page numbers in Amendment No. 1 unless indicated otherwise. Capitalized terms used herein but not otherwise defined have the meanings assigned to them in Amendment
No. 1.

 Registration Statement on Form S-1

1.
Comment: 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 accordance with our comments.

 Response: We undertake to revise our disclosure to make appropriate changes throughout the Registration Statement in accordance with the Staff’s comments.

2.
Comment: 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.

 Response: When we file a pre-effective
amendment that includes a price range, it will comply with this requirement.

 Prospectus Summary, page 1

3.
Comment: 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 measures or enforcement actions. Please revise your disclosure in these sections to identify the deadline.

 Response: The requested disclosure has been provided in Amendment No. 1. Please see pages 11, 52, 192-193, and 240-241 of Amendment No. 1. Please note that the deadline referred to on page 250
of the Initial Registration Statement does not relate to the deadline agreed to with the European Commission and we have not revised the disclosure on such page.

4.
Comment: 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 company 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 others that may be the most material to the company:

 -2-

•

 Threats to profitability due to changes in interest rates and resulting interest rate spreads;

•

 Susceptibility to loss of revenue or liquidity problems 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 expected benefits you may not achieve as a result of the separation;

•

 The significant 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 simultaneously serve as employees of ING Group.

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

 Response: We have provided the requested disclosure in Amendment No. 1. Please see pages 8-9.

Summary Consolidated Financial Data, page 13

5.
Comment: 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.

 Response: Shareholder’s equity, excluding AOCI, is a common measure used by
insurance analysts and investment professionals in their evaluations.

 -3-

 We have included a footnote in the Summary Consolidated Financial Data (pages 66-67) and
Selected Consolidated Financial Data (pages 14-15) in Amendment No. 1 to describe how this is derived from the Consolidated Financial Statements, with applicable cross-references.

 Risk Factors, page 15

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

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

 Response: We have provided the portion of operating revenues and operating income
(loss) before taxes for the periods requested on page 27 of Amendment No. 1. Please note that we have provided operating revenues and operating income (loss) before taxes rather than revenues and net income because these are the closest measures to
revenues and net income that are provided on a segment basis, whereas revenues and net income are only provided on a consolidated basis.

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

7.
Comment: If your funding from the Federal Home Loan Bank of Topeka and the Federal Home Loan Bank 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 Regulation S-K.

Response: The written agreements have been filed as Exhibits 10.14 through 10.18 to Amendment No. 1.

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

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

 Response: We have revised the disclosure in Amendment No. 1. Please see page 38 of Amendment No. 1.

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

9.
Comment: 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.

 Response: We have revised the disclosure in Amendment No. 1 to quantify the
portion of revenues attributable to the Closed Block Variable Annuity segment as of December 31, 2011 and September 30, 2012. Please see the risk factor

 -4-

titled “Although we no longer actively market retail variable annuities, our business, results of operations, financial condition and liquidity will continue to be affected by our Closed
Block Variable Annuity segment for the foreseeable future” on page 41. As we have explained in our response to Comment 6, we do not provide net income on a segment basis. However, income (loss) before income taxes for the requested periods
has been provided as this is the closest comparable measure to net income for the segment.

 Recapitalization, page 60

10.
Comment: 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.

 Response: We have filed the identified agreements as Exhibit 10.12 (Term Loan Agreement), Exhibit 10.11 (Revolving Credit Agreement) and Exhibits 10.1 and 10.2 (Indenture and First Supplemental Indenture
for the Senior Notes due 2022) to Amendment No. 1. Please note that the Form of 5.5% Senior Notes due 2022 is included in the First Supplemental Indenture for the Senior Notes due 2022 filed as Exhibit 10.2.

11.
Comment: 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.

 Response: We intend to
provide the amounts for each of the five types of repayments in a pre-effective amendment to the Registration Statement.

 Use of Proceeds,
page 62

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

Response: We currently expect that the satisfactory execution of each element of its recapitalization plan will be a necessary condition
to completion of the offering. Accordingly, we would not expect to enter into an underwriting agreement for the offering unless the net proceeds were sufficient to satisfy all intended uses of proceeds. We will disclose in a pre-effective amendment
to the Registration Statement (at or prior to the time that we update the Registration Statement to include a bona fide price range for the offering) the amount of net proceeds necessary to complete our recapitalization plan.

 -5-

 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.
Comment: 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 obtained during the fourth quarter of 2011.

 Response: We
have provided the requested disclosure in Amendment No. 1. Please see pages 83, 113 and 143 of Amendment No. 1.

 Net Amortization of
DAC/VOBA, page 82

14.
Comment: 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.

 Response: We have provided the requested disclosure in Amendment No. 1. Please
see pages 83-84 and 96 of Amendment No. 1.

 Results of Operations—Ongoing Business, page 86

15.
Comment: 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) before income taxes appear to be your segment measures 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 required 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 non-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

 -6-

statement precluded under Compliance 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 income (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 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.

Response: We have revised this section (page 87 of Amendment No. 1) to remove the line items comprising operating income (loss) before
income taxes for the Company’s ongoing businesses. We revised the disclosure to include a footnote which cross-references the total operating income (loss) before income taxes to the reconciliation to income (loss) before income taxes.

 We do not believe that any measure set forth in this table (other than Operating income (loss) before income taxes)
constitutes a “non-GAAP financial measure” as defined in Item 10(e)(2) of Regulation S-K because there is no comparable measure under GAAP. In relevant part, Item 10(e)(2) states that a non-GAAP financial measure is a measure of
financial performance or condition that:

 “(i) Excludes amounts, or is subject to adjustments that have the effect of
excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP…; or

 (ii) Includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented.”

(emphasis added)

The measures set forth in this table (other than Operating income (loss) before income taxes) are not comparable to, and are not
substitutes or alternatives for, any measure calculated and presented in accordance with GAAP. This presentation, which is lab