SecProbe.io

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 August 15, 2025

Michael R. Katz
Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169

 Re: Voya Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-35897
Dear Michael R. Katz:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
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 Document August 13, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attention:    Shannon Davis         Ben Phippen Re:    Voya Financial, Inc.     Form 10-K for Fiscal Year Ended December 31, 2024     Form 8-K filed May 6, 2025     Response dated July 1, 2025     File No. 001-35897 Dear Ms. Davis and Mr. Phippen: This letter responds to the comment set forth in the letter, dated August 5, 2025, to Michael R. Katz, Chief Financial Officer of Voya Financial, Inc. (the “Company” or “we”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Annual Report on Form 10-K filed with the Commission on February 21, 2025, the above-referenced Current Report on Form 8-K filed with the Commission on May 6, 2025, and the above-referenced Response filed with the Commission on July 1, 2025. We acknowledge the Staff’s comments and appreciate the opportunity to clarify our disclosures. We have addressed the comment in the Staff’s August 5, 2025 letter by reproducing the comment below in bold text and providing the Company’s response immediately following. Capitalized terms used herein but not otherwise defined have the meanings assigned to them in the above-referenced filings. Form 8-K filed May 6, 2025 Exhibit 99.1 Reconciliation of Net Income (Loss) to Adjusted Operating Earnings and Earnings Per Share (Diluted), page 3 3. Please refer to prior comment 3. Adjustments related to actual financial results above/(below) management’s expectations substitute an individually tailored recognition and measurement method for those of GAAP, which results in a misleading non-GAAP measure that violates rule 100(b) of Regulation G. In future filings, please remove these adjustments from your non-GAAP financial measures. Please refer to question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. United States Securities And Exchange Commission | August 13, 2025 Page 2 We confirm that we will remove the adjustment for alternative investment income and prepayment fees above (below) long-term expectations net of variable compensation. Consistent with our discussion via telephone with your office on August 5, 2025, we will make this change beginning with our disclosures for the third quarter ending September 30, 2025. Please do not hesitate to contact us at 212-309-8200 if you have any questions. Sincerely,      /s/ Michael Katz         Name:    Michael Katz Title:    Executive Vice President and Chief Financial Officer      /s/ Tony Oh         Name:    Tony Oh Title:    Senior Vice President and Chief Accounting Officer

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<TEXT>
 August 5, 2025

Michael R. Katz
Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169

 Re: Voya Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K filed May 6, 2025
 Response dated July 1, 2025
 File No. 001-35897
Dear Michael R. Katz:

 We have reviewed your July 1, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe
this comment applies to your facts and circumstances, please tell us why in
your response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 17,
2025 letter.

Form 8-K filed May 6, 2025
Exhibit 99.1
Reconciliation of Net Income (Loss) to Adjusted Operating Earnings and Earnings
Per Share
(Diluted), page 3

1. Please refer to prior comment 3. Adjustments related to actual financial
results
 above/(below) management's expectations substitute an individually
tailored
 recognition and measurement method for those of GAAP, which results in a
 misleading non-GAAP measure that violates Rule 100(b) of Regulation G.
In future
 filings, please remove these adjustments from your non-GAAP financial
measures.
 Please refer to Question 100.04 of the Division of Corporation Finance's
Compliance
 & Disclosure Interpretations on Non-GAAP Financial Measures.
 August 5, 2025
Page 2

 Please contact Shannon Davis at 202-551-6687 or Ben Phippen at
202-551-3697 if
you have any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
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 CORRESP

 July 1, 2025 Via
EDGAR United States Securities and Exchange Commission
 Division of Corporation Finance Office of Finance
 100 F Street, N.E. Washington, D.C. 20549

 Attention:

 Shannon Davis

 Ben Phippen

 Re:

 Voya Financial, Inc.

 Form 10-K for Fiscal Year Ended December 31,
2024

 Form 8-K filed May 6,
2025

 File No. 001-35897
 Dear Ms. Davis and Mr. Phippen:
 This letter responds to the comments set forth in the letter, dated June 17, 2025, to Michael R. Katz, Chief Financial Officer of Voya Financial, Inc.
(the “Company” or “we”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Annual Report on Form
 10-K filed with the Commission on February 21, 2025 and the above-referenced Current Report on Form 8-K filed with the Commission on May 6, 2025.
 We acknowledge the Staff’s comments and appreciate the opportunity to clarify our disclosures. We have addressed the comments in the Staff’s
June 17, 2025 letter by reproducing each comment below in bold text and providing the Company’s response immediately following. Capitalized terms used herein but not otherwise defined have the meanings assigned to them in the
above-referenced filings. Form 10-K for Fiscal Year Ended December 31, 2024
 Notes to the Consolidated Financial Statements 1.
Business, Basis of Presentation and Significant Accounting Policies Investments, page 105

 1.
 We note your disclosure that investment gains and losses on sales of securities are generally determined on
a first-in-first-out (“FIFO”) basis. Please tell us why you use the first-in-first-out basis to determine the cost basis of securities sold as compared to the specific identification method. Tell us the nature of your investments that
results in first-in-first-out being appropriate.
 While we use the FIFO basis to determine the cost basis of securities sold, as currently disclosed, we do apply the specific identification
method in order to record gains and losses in accordance with GAAP. Upon acquiring these securities, our portfolio management system assigns a CUSIP (asset identifier) and a specific lot number for each traded quantity (“Specific Lot”),
along with the cost basis for each Specific Lot purchased. At the time of disposition, the Company identifies the CUSIP and the Specific Lot it plans to sell, and our portfolio management system processes the disposition in an ascending order using
the FIFO basis to account for partial sales of a Specific Lot. Our portfolio management system then calculates gains and losses for each lot using the disposition proceeds and the amortized cost basis associated with the Specific Lot sold. This
approach provides a systematic and rational method of specific identification and supports our ability to accurately account for investment gains and losses in accordance with GAAP.

 Voya.com

 United States Securities And Exchange Commission | July 1, 2025
 Page
 2

 Our current disclosure was intended to indicate this manner of using the FIFO basis to
account for partial sales, and that investment gains and losses are calculated based on the amortized cost basis associated with the Specific Lot sold. To clarify, we will update our future filings in Note 1: Business, Basis of Presentation, and
Significant Accounting Policies as follows: “Investment gains and losses on sales of securities are generally determined
 based on the amortized cost of the asset being disposed of using the specific identification method ”. We believe that
FIFO, with the specific identification method as described above, is appropriate given the nature of our investments. Our investment strategy seeks to achieve sustainable risk-adjusted returns by focusing on principal preservation, disciplined
matching of asset characteristics with liability requirements and the diversification of risks. Consequently, our investment portfolio is predominantly comprised of high-credit-quality, fixed-income securities.
 4. Insurance Subsidiaries Principal Insurance
Subsidiaries Statutory Equity and Income, page 168

 2.
 For each material entity, please provide us with, and revise future filings to disclose, the amount of
statutory capital and surplus necessary to satisfy regulatory requirements if significant in relation to the entity’s statutory capital and surplus.
 Refer to ASC
 944-505-50-1 for guidance.
 ASC 944-505-50-1(b)
requires the Company to disclose “ The amount of statutory capital and surplus necessary to satisfy regulatory requirements (based on the entity’s current operations) if significant in relation to the entity’s statutory capital and
surplus ”. The minimum statutory capital and surplus necessary to satisfy regulatory requirements for each of the Company’s principal insurance subsidiaries, Voya Retirement Insurance and Annuity Company (“VRIAC”), domiciled
in Connecticut, and ReliaStar Life Insurance Company (“RLIC”), domiciled in Minnesota, are $1 million for statutory capital and $2 million for surplus capital. These amounts, when compared to the combined statutory capital and
surplus as of December 31, 2024 for VRIAC and RLIC, which were $2,033 million and $1,098 million, respectively, were deemed insignificant. Consequently, management determined that these amounts do not warrant separate disclosure based
on the referenced guidance. Form 8-K filed May 6, 2025
 Exhibit 99.1 Reconciliation of Net Income (Loss) to
Adjusted Operating Earnings and Earnings Per Share (Diluted), page 3

 3.
 Please tell us how you considered whether the adjustment for alternative investment income and prepayment
fees above (below) long-term expectations net of variable compensation, as shown throughout Exhibits 99.1 and 99.2, substitutes an individually tailored recognition and measurement method for those of GAAP, which results in a misleading non-GAAP measure that violates Rule 100(b) of Regulation G. Please refer to Question 100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures for guidance. Alternatively, please remove this adjustment from future filings.
 The Company has considered Question 100.04 of the Compliance and Disclosure Interpretations (C&DI) on
 Non-GAAP Financial Measures and does

 Voya.com

 United States Securities And Exchange Commission | July 1, 2025
 Page
 3

not believe that the adjustment for alternative investment income and prepayment fees above (below) long-term expectations net of variable compensation substitutes an individually tailored
recognition and measurement method for those of GAAP. Our reporting of alternative investment income and prepayment fees continues to use the same accounting policies and procedure as we do for the most directly comparable GAAP measure, including a
marked-to-market valuation approach, with the only further adjustment being an arithmetical addition or subtraction to a disclosed benchmark. In the Company’s view, this does not result in a non-GAAP
measure that substitutes a different recognition or measurement method akin to the examples described in CD&I 100.04. Therefore, the Company believes that the adjustment does not result in a misleading
 non-GAAP measure that violates Rule 100(b) of Regulation G. Additionally, reporting these amounts in our investor materials is common among our peers and commonly referred to by investors and peers as
“Variable Income”. The purpose of this adjustment is to help our investors understand the variance between the alternative investment income and prepayment fees reported in our Adjusted Operating Earnings, which is consistent with GAAP but
which varies significantly from period to period based on market conditions, versus an established benchmark represented by our expected long-term return on these investments. We refer to this adjustment as a “notable item”.
 In accordance with Regulation G, we provide a reconciliation between our GAAP Net Income and Loss Before Income Taxes and our Adjusted
Operating Earnings Before Income Taxes, as well as a reconciliation between our Adjusted Operating Earnings Before Income Taxes and our Adjusted Operating Earnings Before Income Taxes Excluding Notable Items. The actual amount of alternative
investment income and prepayment fees for each period presented, our expectations for alternative investment income and prepayments fees for each period presented, and the amount above (below) our expectations are transparently provided to enable
investors to understand the metric and the amounts included in the Notable Items as defined in Exhibits 99.1 and 99.2. Exhibit 99.2
 Consolidated Adjusted Operating Earnings Before Income Taxes, page 7

 4.
 Please provide us with, and revise future filings to include, a reconciliation of adjusted operating
benefits and expenses to the most directly comparable U.S. GAAP measure, which appears to be benefits and expenses as presented in the consolidated statement of operations on page 6. In your response and revised disclosures, explain what the
adjustments represent, the underlying reason for the adjustments, and why you consider the resulting measure (i.e., adjusted operating benefits and expenses) to be useful in understanding your overall results of operations. Further, please revise
future filings to label adjusted operating benefits and expenses as a non-GAAP measure or explain to us why this is not necessary.
 The Company has historically provided a reconciliation of Adjusted Operating Revenue and Adjusted Operating Earnings Before Income Taxes to the
most directly comparable U.S. GAAP measures, and we have provided an explanation of what the adjustments represent and the reason for the adjustments. The reconciliation and explanations of Adjusted Operating Earnings Before Income Taxes included
the adjustments between Adjusted Operating Benefits and Expenses and Total Benefits and Expenses. However, in response to the Staff’s comment, the Company will revise future filings to include a separate reconciliation and explanation for the
adjustments between Adjusted Operating Benefits and Expenses and Total Benefits and Expenses similar to what is presented below, and we will label Adjusted Operating Benefits and Expenses as a Non-GAAP
measure. We believe that Adjusted Operating Revenue, Adjusted Operating Benefits and Expenses, and Adjusted Operating Earnings Before Income Taxes are meaningful measures used by management and investors to evaluate our business and segment
performance. These measures enhance the understanding of our financial results by focusing on the operating performance and trends of the underlying core business segments. They exclude results from exited businesses and items that tend to be highly
variable from period to period based on capital market conditions or other factors which distort the ability to make a meaningful evaluation of our

 Voya.com

 United States Securities And Exchange Commission | July 1, 2025
 Page
 4

segments. The Company will rely on existing disclosures that explain what the adjustments represent and the underlying reason for the adjustments, in order to avoid redundancy. Below is the
proposed reconciliation disclosure we plan to include in future filings: Adjusted Operating Benefits and Expenses
 Adjusted operating benefits and expenses is a measure of our segment operating benefits and expenses and a
 non-GAAP financial measure. Each segment’s Adjusted operating benefits and expenses are calculated by adjusting Total benefits and expenses for the following items:

 •

 Changes in market risk benefits;

 •

 Benefits and expenses related to businesses exited or to be exited through reinsurance or divestment;

 •

 Expenses attributable to noncontrolling interests;

 •

 Dividend payments made to preferred shareholders are included in adjusted operating benefits and expenses to
reflect expenses related to our common shareholders;

 •

 Other adjustments include:

 •

 Income (loss) related to early extinguishment of debt;

 •

 Impairment of goodwill and intangible assets;

 •

 Amortization of acquisition-related intangible assets as well as contingent consideration fair value adjustments
incurred in connection with certain acquisitions;

 •

 Expected return on plan assets net of interest costs associated with our qualified defined benefit pension plan
and immediate recognition of net actuarial gains (losses) related to all of our pension and other postretirement benefit obligations and gains (losses) from plan amendments and curtailments;

 •

 Commissions paid to our broker-dealers for sales of non-proprietary
products and other items where the income is passed on to third parties, which are reflected in adjusted operating revenue with the fee income related to those products;

 •

 Other items not indicative of normal operations or performance of our segments or that may be related to events
such as capital or organizational restructurings, including certain costs related to debt and equity offerings, acquisition / merger integration expenses, severance and other third-party expenses associated with such activities, and expenses
attributable to vacant real estate. The most directly comparable U.S. GAAP measure to Adjusted operating benefits and
expenses is Total benefits and expenses. For a reconciliation of Adjusted operating benefits and expenses to Total benefits and expenses, refer to the “Reconciliations” section of this document.

 Voya.com

 United States Securities And Exchange Commission | July 1, 2025
 Page
 5

 Three Months Ended

 Year-to-Date

 (In millions USD)

 12/31/2024

 9/30/2024

 6/30/2024

 3/31/2024

 12/31/2023

 12/31/2024

 12/31/2023

 Total benefits and expenses

 (1,890
 )

 (1,840
 )

 (1,757
 )

 (1,764
 )

 (1,717
 )

 (7,251
 )

 (6,670
 )

 Less:

 Changes in market risk benefits

 8

 — 

 4

 16

 13

 28

 29

 Benefits and Expenses related to businesses exited or to be exited through reinsurance or
divestment

 (35
 )

 (104
 )

 (50
 )

 (56
 )

 (120
 )

 (244
 )

 (295
 )

 Expenses attributable to noncontrolling interests

 (56
 )

 (51
 )

 (85
 )

 (39
 )

 (53
 )

 (231
 )

 (191
 )

 Dividend payments made to preferred shareholders

 4

 16

 4

 17

 4

 41

 36

 Other adjustments

 (83
 )

 (79
 )

 (54
 )

 (74
 )

 (89
 )

 (291
 )

 (391
 )

 Total Adjusted operating benefits and expenses

 (1,728
 )

 (1,622
 )

 (1,576
 )

 (1,629
 )

 (1,471
 )

 (6,554
 )

 (5,858
 )

 Adjusted operating benefits and expenses by segment

 Wealth Solutions

 (521
 )

 (516
 )

 (516
 )

 (534
 )

 (539
 )

 (2,085
 )

 (2,144
 )

 Health Solutions

 (990
 )

 (869
 )

 (832
 )

 (846
 )

 (720
 )

 (3,537
 )

 (2,767
 )

 Investment Management

 (182
 )

 (171
 )

 (169
 )

 (181
 )

 (170
 )

 (703
 )

 (690
 )

 Corporate

 (35
 )

 (66
 )

 (59
 )

 (68
 )

 (42
 )

 (228
 )

 (256
 )

 Total Adjusted operating benefits and expenses

 (1,728
 )

 (1,622
 )

 (1,576
 )

 (1,629
 )

 (1,471
 )

 (6,554
 )

 (5,858
 )

 Investment Management and Consolidated Reconciliation of Net Revenues, page 41

 5.
 Please tell us, and revise future filings to disclose, what the adjustment for interest credited and other
benefits to contract owners/policyholders represents, the underlying reason for the adjustment, and to explain in more detail why you consider the resulting measure (i.e., Net Revenue) to be useful in understanding your overall results of
operations. The adjustment for interest credited and other benefits to contract owners/policyholders primarily
reflects the interest credited to customers for General Account products in our Wealth and Health Segments and the benefits paid to customers in our Health Segment for Group Life, Stop Loss, and Voluntary products. This adjustment allows us to
report to investors our “Investment Spread” and our “Net Underwriting Gain and Loss”, which are meaningful measures used by management to

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<TEXT>
 June 17, 2025

Michael R. Katz
Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169

 Re: Voya Financial, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Form 8-K filed May 6, 2025
 File No. 001-35897
Dear Michael R. Katz:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended December 31, 2024
Notes to the Consolidated Financial Statements
1. Business, Basis of Presentation and Significant Accounting Policies
Investments, page 105

1. We note your disclosure that investment gains and losses on sales of
securities are
 generally determined on a first-in-first-out ( FIFO ) basis. Please
tell us why you use
 the first-in-first-out basis to determine the cost basis of securities
sold as compared to
 the specific identification method. Tell us the nature of your
investments that results
 in first-in-first-out being appropriate.
 June 17, 2025
Page 2

4. Insurance Subsidiaries
Principal Insurance Subsidiaries Statutory Equity and Income, page 168

2. For each material entity, please provide us with, and revise future
filings to disclose,
 the amount of statutory capital and surplus necessary to satisfy
regulatory
 requirements if significant in relation to the entity s statutory
capital and surplus.
 Refer to ASC 944-505-50-1 for guidance.
Form 8-K filed May 6, 2025
Exhibit 99.1
Reconciliation of Net Income (Loss) to Adjusted Operating Earnings and Earnings
Per Share
(Diluted), page 3

3. Please tell us how you considered whether the adjustment for alternative
investment
 income and prepayment fees above (below) long-term expectations net of
variable
 compensation, as shown throughout Exhibits 99.1 and 99.2, substitutes an
individually
 tailored recognition and measurement method for those of GAAP, which
results in a
 misleading non-GAAP measure that violates Rule 100(b) of Regulation G.
Please
 refer to Question 100.04 of the Division of Corporation Finance s
Compliance
 & Disclosure Interpretations on Non-GAAP Financial Measures for
guidance.
 Alternatively, please remove this adjustment from future filings.
Exhibit 99.2
Consolidated Adjusted Operating Earnings Before Income Taxes, page 7

4. Please provide us with, and revise future filings to include, a
reconciliation of adjusted
 operating benefits and expenses to the most directly comparable U.S.
GAAP measure,
 which appears to be benefits and expenses as presented in the
consolidated statement
 of operations on page 6. In your response and revised disclosures,
explain what the
 adjustments represent, the underlying reason for the adjustments, and
why you
 consider the resulting measure (i.e., adjusted operating benefits and
expenses) to be
 useful in understanding your overall results of operations. Further,
please revise future
 filings to label adjusted operating benefits and expenses as a non-GAAP
measure or
 explain to us why this is not necessary.
Investment Management and Consolidated Reconciliation of Net Revenues, page 41

5. Please tell us, and revise future filings to disclose, what the
adjustment for interest
 credited and other benefits to contract owners/policyholders represents,
the underlying
 reason for the adjustment, and to explain in more detail why you
consider the
 resulting measure (i.e., Net Revenue) to be useful in understanding your
overall
 results of operations.
 June 17, 2025
Page 3

 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Shannon Davis at 202-551-6687 or Ben Phippen at
202-551-3697 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
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CORRESP

 November 9, 2022

VIA EDGAR

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street, NE

 Washington, D.C. 20549

Attn:  Mr. David Lin

Re:    Voya Financial, Inc. and Voya Holdings Inc.

Registration Statement on Form S-3

File No. 333-262924

Dear Mr. Lin:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Voya Financial, Inc. (the “Company”) and Voya Holdings Inc. (“Holdings”) hereby request that the effective date of the Company’s
Registration Statement on Form S-3 (File No. 333-262924) (as amended, the “Registration Statement”) be accelerated so that the Registration Statement will become effective at 4:30 p.m. Eastern Standard Time on November 15,
2022, or as soon as practicable thereafter.

 Please contact Elizabeth A. Chang of Cleary Gottlieb Steen & Hamilton LLP, counsel
to the Company and Holdings, at (212) 225-2652 or via email at echang@cgsh.com as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this
matter.

Very truly yours,

Voya Financial, Inc.

 By:

 /s/ My Chi To

Name: My Chi To

Title: Executive Vice President and Chief Legal Officer

Voya Holdings Inc.

 By:

 /s/ My Chi To

Name: My Chi To

Title: Executive Vice President and Chief Legal Officer

 cc:    Craig B. Brod

Elizabeth A. Chang

 Cleary
Gottlieb Steen & Hamilton LLP

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CORRESP

 Writer’s Direct Dial: +1 (212) 225-2650

E-Mail: cbrod@cgsh.com

 March 29, 2022

 VIA EDGAR CORRESPONDENCE

Mr. David Lin

 Securities and Exchange Commission

Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549

Re:
 Voya Financial, Inc. and Voya Holdings Inc. (the “Registrants”)

Registration Statement on Form S-3

Filed February 23, 2022

File No. 333-262924

Dear Mr. Lin:

 On behalf of our clients,
Voya Financial, Inc. (the “Company”) and Voya Holdings Inc. (“Holdings”), set forth below is our response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) in its letter dated March 15, 2022, with respect to the above-referenced Registration Statement on Form S-3 filed by the Company and
Holdings on February 23, 2022 (the “Registration Statement”).

 For your convenience, the text of the Staff’s
each respective comment is set forth in bold below, followed by the Company’s and Holdings’ response.

 Mr. David Lin

Securities and Exchange Commission

 Page 2 of 3

Registration Statement on Form S-3

General

 1. We note that Voya Holdings Inc., a
wholly owned subsidiary of Voya Financial, Inc., is named as the co-registrant. Please provide an analysis supporting your conclusion that the co-registrant is eligible
to use Form S-3 to register the guarantees.

 In response to the Staff’s comment, the
Company and Holdings confirm that (i) pursuant to General Instruction I.C.4 of Form S-3, Holdings is eligible to use Form S-3 to concurrently register its full and
unconditional guarantees (as defined in Rule 3-10 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”)) of the payment
obligations of the Company’s non-convertible securities (other than common equity) being registered under the Registration Statement and (ii) pursuant to General Instruction I.C.3 of Form S-3, Holdings is eligible to use Form S-3 to concurrently register its guarantees, the payment obligations of which are fully and unconditionally guaranteed (as defined in
Rule 3-10 of Regulation S-X under the Securities Act) by the Company.

To clarify the above eligibility, Pre-Effective Amendment No. 1 to the Registration Statement
will be revised as follows (new text is underlined):

•

 Preliminary Prospectus, page 11

DESECRIPTION OF OUR GUARANTEES

Voya Financial, either independently or together with Voya Holdings, may offer guarantees of certain securities, including debt securities of
our subsidiaries, for consideration that may include cash, consents or exchanges of existing securities. Such guarantees will be unsecured, and any such Voya Holdings guarantees will be guaranteed by Voya Financial. Except as otherwise
described in any applicable prospectus supplement, each guarantee will be a full and unconditional guarantee of the prompt payment, when due, of any amount owed to the holders of the guaranteed securities, and any other amounts due pursuant to any
indenture, fiscal agency agreement or other contract governing such securities. We will describe the particular terms of any guarantee we offer in the applicable prospectus supplement, which may add, update or change the information on guarantees
set forth herein.

•

 Exhibit 107.1, Footnote 5

(5) Voya Financial, Inc., either independently or together with the co-registrant, may issue guarantees of certain
securities. Such guarantees issued by the co-registrant will be guaranteed by Voya Financial, Inc. Where such securities are being registered concurrently, pursuant to Rule 457(n) under the Securities
Act, no additional registration fee will be paid in respect of the guarantees. The guarantees will not be traded separately.

 Mr. David Lin

Securities and Exchange Commission

 Page 3 of 3

Description of Units We May Offer, page 20

 2.
We note your disclosure that you may issue units that may include, among others, debt obligations of third parties. Please advise us how you anticipate conducting such offerings under the registration and disclosure requirements of the Securities
Act. For example, please advise us of the disclosure you will provide in the applicable prospectus supplement or other offering materials, including, as necessary, any required financial statement and
non-financial statement disclosure about the issuer of such securities. For guidance, please refer to the Morgan Stanley & Co., Inc. no-action letter (June 24, 1996) and Securities Act Sections Compliance and Disclosure Interpretation 203.03.

To the extent any offering by the Company includes units that consist, in part, of the debt obligations of third parties, the Company confirms
that it will comply with the registration and disclosure requirements of the Securities Act, and all applicable rules and regulations thereunder. The Company further confirms that it will include all required disclosure about the issuer of such
third party debt obligations in any applicable prospectus supplement or other offering materials, including, as necessary, any required financial statement and non-financial statement disclosure about such
issuer.

 *    *    *

The Company and Holdings acknowledge the Staff’s comment with respect to requests for acceleration and hereby confirm that they shall not
seek acceleration of the time of effectiveness of the Registration Statement pursuant to Rules 460 and 461 promulgated under the Securities Act until such time as the Company files Pre-Effective Amendment
No. 1 to the Registration Statement that includes the revisions detailed in paragraph 1 above and incorporates the information called for by Part III of Form 10-K by reference to the Company’s Proxy
Statement on Schedule 14A.

 *    *    *

Please direct any comments regarding this response by the Company and Holdings to Craig B. Brod at (212)
225-2650 or Elizabeth A. Chang at (212) 225-2652.

Very truly yours,

/s/ Craig B. Brod

Craig B. Brod

 cc:   Sandra Hunter Berkheimer

 Securities and Exchange Commission

 Trevor Ogle

 Voya Financial, Inc.

United States securities and exchange commission logo
March 15, 2022
Rodney O. Martin, Jr.
Chief Executive Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169
Re:Voya Financial, Inc.
Registration Statement on Form S-3
Filed February 23, 2022
File No. 333-262924
Dear Mr. Martin:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-3
General
1.We note that Voya Holdings Inc., a wholly owned subsidiary of Voya Financial, Inc., is
named as the co-registrant.  Please provide an analysis supporting your conclusion that the
co-registrant is eligible to use Form S-3 to register the guarantees.
Description of Units We May Offer, page 20
2.We note your disclosure that you may issue units that may include, among others, debt
obligations of third parties.  Please advise us how you anticipate conducting such
offerings under the registration and disclosure requirements of the Securities Act. For
example, please advise us of the disclosure you will provide in the applicable prospectus
supplement or other offering materials, including, as necessary, any required financial

 FirstName LastNameRodney O. Martin, Jr.
 Comapany NameVoya Financial, Inc.
 March 15, 2022 Page 2
 FirstName LastName
Rodney O. Martin, Jr.
Voya Financial, Inc.
March 15, 2022
Page 2
statement and non-financial statement disclosure about the issuer of such securities. For
guidance, please refer to the Morgan Stanley & Co., Inc. no-action letter (June 24, 1996)
and Securities Act Sections Compliance and Disclosure Interpretation 203.03.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact David Lin, Staff Attorney, at (202) 551-3552 or Sandra Hunter
Berkheimer, Legal Branch Chief, at (202) 551-3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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CORRESP

 VIA EDGAR

February 23, 2022

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

Re:
 Voya Financial, Inc. and Voya Holdings Inc.

Registration Statement on Form S-3 (File No. 333-262924 )

Ladies and Gentlemen:

 This letter is sent on behalf of Voya
Financial, Inc. (“Voya Financial”) and Voya Holdings Inc. (“Voya Holdings” and, together with Voya Financial, the “Companies”) in connection with a Registration Statement on Form
S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) by the Companies on the date hereof pursuant to the Securities Act of 1933, as
amended (the “Securities Act”).

 The Companies hereby notify you that they shall not seek acceleration of the time of effectiveness of the
Registration Statement pursuant to Rule 461 promulgated under the Securities Act until such time as the Voya Financial information called for by Part III of Form 10-K has been filed with the Commission.
Voya Financial expects to file a Proxy Statement on Schedule 14A (the “Proxy Statement”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, which Proxy Statement will be incorporated by reference into its
Annual Report on Form 10-K and the Registration Statement.

 Please do not hesitate to contact the undersigned at
(212) 225-2650 or Elizabeth A. Chang at (212) 225-2652 with any questions or comments concerning this letter or the Registration Statement.

 Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:

/s/ Craig B. Brod

Craig B. Brod, a Partner

Cc:
 Trevor Ogle, Senior Vice President and Deputy General Counsel, Voya Financial, Inc.

CORRESP
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Corresp

 November 14, 2018

VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn: Mr. Jeffrey Gabor

Re:
 Voya Financial, Inc. and Voya Holdings Inc.

 Registration Statement on Form S-4 (File No. 333-228000)

 Dear Mr. Gabor:

With respect to the above-referenced registration statement (the “Registration Statement”), and in accordance with Rule 461 of Regulation C
promulgated under the Securities Act of 1933, as amended, we hereby respectfully request that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of the Registration Statement, so that it will be
declared effective at 4 p.m. (Eastern Standard Time) on November 16, 2018, or as soon as practicable thereafter.

 Please contact Craig B. Brod or Pamela
L. Marcogliese of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, at (212) 225-2650 or (212) 225-2556, respectively, or via email at
cbrod@cgsh.com or pmarcogliese@cgsh.com, respectively, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 1

Very truly yours,

VOYA FINANCIAL, INC.

By:

/s/ Samantha L. Dow

Name:

 Samantha L. Dow

Title:

 Counsel

VOYA HOLDINGS INC.

By:

/s/ Samantha L. Dow

Name:

 Samantha L. Dow

Title:

 Counsel

cc:
 Craig B. Brod

Cleary Gottlieb Steen & Hamilton LLP

(212) 225-2650

Pamela L. Marcogliese

 Cleary
Gottlieb Steen & Hamilton LLP

 (212) 225-2556

November 5, 2018
Rodney O. Martin, Jr.
Chief Executive Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169
Re:Voya Financial, Inc.
Registration Statement on Form S-4
Filed October 25, 2018
File No. 333-228000
Dear Mr. Martin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Craig B. Brod, Esq.

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Corresp

 October 25, 2018

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

                    Re:

Voya Financial, Inc. Registration Statement on Form S-4, filed on October 25, 2018

 Ladies and Gentlemen:

On October 25, 2018, Voya Financial, Inc. (the “Issuer”) and the guarantor set forth therein filed with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) on Form S-4 under the Securities Act of 1933, as amended (the
“Securities Act”). The Registration Statement registers $350,000,000 in aggregate principal amount of the Issuer’s new 4.7% Fixed-to-Floating Rate
Junior Subordinated Notes due 2048 (the “New Notes”) to be exchanged in an exchange offer (the “Exchange Offer”) for a like principal amount of the Issuer’s outstanding 4.7% Fixed-to-Floating Rate Junior Subordinated Notes due 2048 (the “Old Notes”). We are submitting this letter in order to inform you that the Issuer is registering the Exchange Offer in reliance
on the position of the staff of the Commission (the “Staff”) stated in the Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13, 1988) (the “Exxon
Capital Letter”), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available June 5, 1991) (the “Morgan Stanley Letter”) and
Shearman & Sterling, SEC No-Action Letter (available July 2, 1993) (the “Shearman & Sterling Letter”). In connection with the filing
of the Registration Statement and in anticipation of the acceleration of the effectiveness thereof, the Issuer hereby represents as follows:

The Issuer has not entered into any arrangement or understanding with any person to distribute the New Notes to be received
in the Exchange Offer and to the best of the Issuer’s information and belief, each person participating in the Exchange Offer is acquiring the New Notes in its ordinary course of business and has no arrangement or understanding with any person
to participate in the distribution of the New Notes to be received in the Exchange Offer. In this regard, the Issuer will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any
securityholder using the Exchange Offer to participate in a distribution of the New Notes to be acquired in the Exchange Offer (1) cannot rely on the Staff’s position in the Exxon Capital Letter, the Morgan Stanley Letter, the
Shearman & Sterling Letter or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction. The Issuer acknowledges that such a
secondary resale transaction

 1

should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K under the
Securities Act.

 The Issuer will also include in the letter of transmittal to be agreed to by each person participating
in the Exchange Offer (the “Letter of Transmittal”) disclosure that, by accepting the Exchange Offer, each holder (including any broker-dealer) of the Old Notes represents to the Issuer that (i) it is not an affiliate of the Issuer,
or if an affiliate of the Issuer, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the New Notes, (ii) the New Notes will be acquired in the
ordinary course of business, and (iii) it is not engaged in, and does not intend to engage in, a distribution of the New Notes to be received in the Exchange Offer.

With respect to any broker-dealer participating in the Exchange Offer with respect to Old Notes acquired for its own account
as a result of market-making activities or other trading activities, each such broker-dealer must confirm that it has not entered into any arrangement or understanding with the Issuer or any affiliate of the Issuer to distribute the New Notes. In
addition, the Issuer (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making
activities or other trading activities, and who receives New Notes in exchange therefor pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with
any resale of such New Notes and (ii) will include in the Letter of Transmittal the additional requirement that if the exchange offeree is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or
other trading activities, an acknowledgment that such broker-dealer will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the Exchange
Offer. The Letter of Transmittal will also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 2

 Very truly yours,

VOYA FINANCIAL, INC.

/s/ Samantha L. Dow

Name: Samantha L. Dow

Title:   Counsel

 3

January 19, 2018
Michael S. Smith
Executive Vice President and Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169
Voya Financial, Inc.
Form 10-Q for the quarterly period ended September 30, 2017
Filed November 1, 2017
File No. 001-35897Re:
Dear Mr. Smith:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Healthcare & Insurance

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CORRESP

 December 19, 2017

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Healthcare & Insurance

 100 F Street N.E.

Washington, D.C. 20549

Attention:
Vanessa Robertson

Kevin Vaughn

Re:
Voya Financial, Inc.

Form 10-Q for the quarterly period ended September 30, 2017

Filed November 1, 2017

File No. 001-35897

 Dear Ms. Robertson and
Mr. Vaughn:

 This letter responds to the comments set forth in the letter, dated December 5, 2017, to Michael S. Smith, Executive
Vice President and Chief Financial Officer of Voya Financial, Inc. (the “Company” or “we”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the
above-referenced quarterly report on Form 10-Q (the “10-Q”) filed with the Commission on November 1, 2017.

We have addressed the comments in the Staff’s December 5, 2017 letter by reproducing each comment below in bold text and
providing the Company’s response immediately following. Capitalized terms used herein but not otherwise defined have the meanings assigned to them in the 10-Q.

Form 10-Q for the quarterly period ended September 30, 2017

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Operating Measures, page 106

1.
Please confirm to us that in future filings you will clearly indicate that “total operating earnings before income taxes” is a non-GAAP measure. Further, “total
operating earnings before income taxes” appears to be a title that is the same as, or confusingly similar to, that used for a GAAP financial measure and precluded by item 10(e)(ii)(E) of Regulation S-K.
As such, please also confirm to us that you will revise the title of this measure in future filings to provide an appropriate description of it that complies with Item 10(e).

Voya.com

 United States Securities and Exchange Commission | December 19, 2017

Page 2

 While the Company is still evaluating its best option for which title to use, the Company
confirms that we will revise the title “total operating earnings before income taxes” to a title that is not confusingly similar to that used for a GAAP financial measure in future filings.

The Company confirms that it will clearly indicate that the title that replaces “total operating earnings before income taxes” is a non-GAAP measure in future filings.

2.
Please confirm to us that in future filings you will begin your reconciliations with the GAAP amounts rather than the non-GAAP amounts. See Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

 We
confirm that we will begin our reconciliations with the GAAP amounts rather than the non-GAAP amounts in future filings.

3.
Please confirm to us that in future filings you will remove the measure titled total operating earnings before income taxes” from Note 15 Segments on page 84 pursuant to Item 10(e)(1)(ii)(C) of Regulation S-K.

 We confirm that we will remove the measure titled “total operating earnings
before income taxes” (and any title that replaces “total operating earnings before income taxes”) from our “Segments” Note beginning with the Company’s Annual Report on Form 10-K
for the year ended December 31, 2017.

 Please contact me at (770) 850-7600 if you wish to
discuss our responses to the comment letter.

Sincerely,

/s/ C. Landon Cobb

Name:

C. Landon Cobb, Jr.

Title:

Chief Accounting Officer

Voya.com

December 5, 2017
Michael S. Smith
Executive Vice President and Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY 10169
Re:Voya Financial, Inc.
Form 10-Q for the quarterly period ended September 30, 2017
Filed November 1, 2017
File No. 001-35897
Dear Mr. Smith:
            We have limited our review of your filing to those issues we have addressed in our
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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the quarterly period ended September 30, 2017
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating Measures, page 106
1.Please confirm to us that in future filings you will clearly indicate that "total operating
earnings before income taxes" is a non-GAAP measure. Further, "total operating earnings
before income taxes" appears to be a title that is the same as, or confusingly similar to,
that used for a GAAP financial measure and precluded by Item 10(e)(ii)(E) of Regulation
S-K. As such, please also confirm to us that you will revise the title of this measure in
future filings to provide an appropriate description of it that complies with Item 10(e).
2.Please confirm to us that in future filings you will begin your reconciliations with the
GAAP amounts rather than the non-GAAP amounts. See Question 102.10 of the updated

 FirstName LastNameMichael S.  Smith
 Comapany NameVoya Financial, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Michael S.  Smith
Voya Financial, Inc.
December 5, 2017
Page 2
Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.
3.Please confirm to us that in future filings you will remove the measure titled "total
operating earnings before income taxes" from Note 15 Segments on page 84 pursuant to
Item 10(e)(1)(ii)(C) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance

July 17 , 2015

Via E -mail
Mr. Ewout Steenbergen
Executive Vice President and Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY  10169

Re: Voya Financial, Inc.
Form 10 -K for the Fiscal Year Ended December 31 , 2014
Filed February 27, 2015
File No. 001-35897

Dear Mr. Steenbergen :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Un ited States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

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CORRESP

 July 16, 2015

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington D.C. 20549

Attention:

 Jim B. Rosenberg

 Senior Assistant
Chief Accountant

Re:

 Voya Financial, Inc.

 Form 10-K for
the Fiscal Year Ended December 31, 2014

 Filed February 27, 2015

File No. 001-35897

 Dear Mr. Rosenberg:

This letter responds to the comments set forth in the letter, dated June 4, 2015, to Ewout Steenbergen, Executive Vice President and
Chief Financial Officer of Voya Financial, Inc. (the “Company” or “we”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 10-K filed
with the Commission on February 27, 2015 (the “Form 10-K”).

 We have addressed the comments in the Staff’s
June 4, 2015 letter by reproducing the comments below in bold text and providing the Company’s response immediately following.

 Form
10-K for the Fiscal Year December 31, 2014

 Notes to the Consolidated Financial Statements

Fair Value Measurements (excluding Consolidated Investment Entities)

Valuation of Financial Assets and Liabilities at Fair Value

Fixed Maturities, page 287

 Page 1 of 6

 Comment:

1.
Please refer to your proposed revised disclosure in response to the second bullet of our prior comment one:

•

In each case where you say that fair value is determined using third-party commercial pricing services, please tell us the type of market approach used and to the extent more than one type is used, indicate:

•

the extent to which each type is used;

•

what determines when each type is used; and

•

the inputs used for each type.

 The Company’s response to the second bullet of the first comment in
the Staff’s prior comment letter related to the Company’s disclosure of market observable inputs utilized to measure fair value for fixed maturities classified as Level 2 assets. Where fair value of the Company’s Level 2 assets is
determined using third-party commercial pricing services, the type of market approach used by the pricing service is a matrix pricing model. The matrix pricing model market approach technique uses the market observable inputs cited in our previous
response (and repeated below) to calculate the fair value. As part of their process, the third-party commercial pricing services compare valuations produced by the model to relevant transactions in the market to ensure that the model is producing
valuations supported by observable market data.

•

More fully describe to us your matrix and analytics-based pricing model.

 The Company uses its
matrix and analytics-based pricing model only to determine fair values for private corporate fixed maturity securities. This model derives a discount yield based upon market observable inputs, and then calculates a fair value by applying that
discount to the security’s scheduled cash flows. The market observable inputs are the current level of risk-free interest rates, current corporate credit spreads, the credit quality of the issuer (including consideration of the value of any
collateral and the presence of any guarantees), a liquidity spread and the total capitalization of the issuer. In addition, in circumstances where the weighted average life of the security extends beyond fifteen years, the model also incorporates as
an input the market price of a comparable publicly traded security. The Company back-tests model fair values by comparing the output of the model to recent trade prices.

In response to the Staff’s comment, and in order to provide further elaboration on the Company’s fair value methodologies with respect to private
corporate fixed maturity securities, we will update our disclosures in Note 4 to include the additional words underlined below beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015:

“For fixed maturities classified as Level 2 assets, fair values are determined using a matrix-based market approach based on
prices obtained from third-party commercial pricing services, and the Company’s matrix and analytics-based pricing model, which in each case incorporate a variety of market observable information as valuation inputs. The market
observable inputs used for these fair value measurements, by fixed maturity asset class, are as follows:

 Page 2 of 6

Class Description

Fair Value Methodology Applied

U.S. Treasuries

Fair value is determined using third-party commercial pricing services, with the primary inputs being stripped interest and principal U.S. Treasury yield curves that represent a U.S. Treasury zero-coupon curve.

 U.S. Government agencies and authorities

State, municipalities and political subdivisions

Fair value is determined using third-party commercial pricing services, with the primary inputs being U.S. Treasury yield curves, trades of comparable securities, credit spreads off benchmark yields, and issuer
ratings.

 U.S. corporate public securities

Foreign corporate public securities and foreign

government

Fair value is determined using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable securities, issuer ratings, bids and credit spreads off benchmark yields.

 U.S. corporate private securities

 Foreign
corporate private securities

Fair values are determined using a matrix-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads, credit quality of the issuer and cash flow characteristics of
the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer and the presence of guarantees. Additional inputs may include prices and quotes for comparably rated publicly traded
securities in the same sector as the security being valued.

 Residential mortgage-backed securities

Commercial mortgage-backed securities

 Other asset-backed
securities

Fair value is determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt
service coverage ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security.”

2.
Please refer to your response to the third bullet of our prior comment one:

•

Confirm to us that you will also separately disclose “private” corporates (US and foreign) in your disclosures in Note 2 for all required disclosures under ASC 320-10-50.

We confirm that we will separately disclose “private” corporates (U.S. and foreign) in the Company’s disclosures in Note 2 for all required
disclosures under ASC 320-10-50 beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. We will also make corresponding revisions to the Company’s Management’s Discussion and Analysis.

•

Include disclosure explaining what distinguishes “private” corporates from “public.”

Beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, the Company will include the following disclosure
explaining the distinction between “private” corporate fixed maturity securities and “public” corporate fixed maturity securities:

“Public corporate fixed maturity securities are distinguished from private corporate fixed maturity securities based upon the manner in
which they are transacted. Public corporate fixed maturity securities are issued initially through market intermediaries on a registered basis or pursuant to Rule 144A under the

 Page 3 of 6

Securities Act of 1933 (the “Securities Act”) and are traded on the secondary market through brokers acting as principal. Private corporate fixed maturity securities are originally
issued by borrowers directly to investors pursuant to Section 4(a)(2) of the Securities Act, and are traded in the secondary market directly with counterparties, either without the participation of a broker or in agency transactions.”

3.
Please refer to your response to the fourth bullet of our prior comment one. Please provide us an analysis that compares and analyzes the risks and economics between your corporate fixed maturity securities rated A
and above to those rated BBB and below to support why further disaggregation is not necessary here and in Note 2 under ASC 320-10-50-1B and ASC 820-10-50-2B. In this regard, we do not understand the basis for your conclusion that further
disaggregation is not necessary because fair value methods and inputs do not vary.

 The Company manages its public and private corporate
fixed maturity securities portfolio on a risk adjusted return basis. We recognize that there is typically higher risk associated with lower credit quality securities, a risk that is generally compensated through a higher yield.

As presented below, based on our analysis of the risks and economics of our portfolio and industry data, considering yield spread, default rates and the
typical contractual terms of the securities, we observe that BBB rated securities have characteristics that more closely correspond to securities rated A than to securities rated BB.

Furthermore, the distinction between investment grade securities (which includes BBB rated securities) and below-investment grade securities ratings is widely
recognized in the financial services industry and with investors and other market participants. In our view, a deviation from this convention by defining an asset class containing BBB and lower-rated fixed maturity securities could potentially be
confusing or misleading to readers of the Company’s financial statements.

 Our disclosures on pages 198-200 of the Form 10-K and pages 137-140 of our
Quarterly Report on Form 10-Q for the three months ended March 31, 2015, provide significant information about the credit quality of our investments in fixed maturities including, by asset class, a distribution of fair values across the
National Association of Insurance Commissioners (“NAIC”) acceptable rating organizations quality ratings (Moody’s, Standard & Poor’s and Fitch) and a distribution of fair values across the NAIC’s Securities
Valuation Office quality designations.

 We believe that these disclosures provide significant information to readers about the credit quality of our
securities by asset classes - classes disaggregated on a basis consistent with those disclosed under ASC 320 in Note 2 and under ASC 820 in Note 4. In these disclosures we report that less than 7% of the fixed maturity securities portfolio is below
investment grade. Furthermore, we also describe in our disclosures about fair value in Note 4 (and as discussed above) that the fair value methods and market observable inputs utilized do not vary within the reported Level 2 investment classes.

Therefore, due to the completeness of existing credit quality disclosures and the relatively small amount of below investment grade securities in our
portfolio, taken together with our disclosures under ASC 320 in Note 2 and under ASC 820 in Note 4, we do not believe that further disaggregation by credit quality would provide additional meaningful information to readers of the financial
statements.

 An analysis that compares and analyzes the risks and economics of fixed maturity securities having various credit ratings is presented below
in regards to yield spread, default rates and characteristics of the securities:

 Yield Spread

A comparison of the Option Adjusted Spread (“OAS”) of the Company’s public and private corporate fixed

 Page 4 of 6

maturity position over the period from 2012 to 2014 shows a much closer relationship between the OAS of BBB and A rated securities (the differences range between 67 and 68 basis points) than
between BBB and BB securities (the differences range between 123 and 179 basis points).

 We believe industry benchmarks such as the Barclay’s U.S.
Corporate Investment Grade and U.S. High Yield indices also support our conclusion by demonstrating the significantly closer correlation between the yield spreads of BBB and A rated securities, as compared to the correlation between the yield
spreads of BBB and BB rated securities. A comparison of the OAS in these indices as of the end of each of the years from 2009 to 2014 shows a much closer relationship between the OAS of BBB and A rated securities (the differences range between 51
and 69 basis points) than between BBB and BB securities (the differences range between 119 and 237 basis points).1

Default Rates

 Another important consideration in
assessing the risks and economics of fixed maturity securities is default experience. During the period 2012 to 2014, the Company has not experienced a default in its public or private corporate fixed maturity securities portfolio. Because that
period represents a relatively limited sample size upon which to base a definitive conclusion, we also present the following industry data to support our perspective.

Moody’s Investors Service, Inc. (“Moody’s”) publishes an Annual Default Study.2 The
most recent study presents cumulative issuer-weighted corporate default and recovery rates. For the period covering 1998 to 2014, securities carrying ratings of Baa1, Baa2, and Baa3 (which generally correspond to BBB rated securities on the Standard
and Poor’s (“S&P”) scale) have had default rates that correspond much more closely to securities rated A1, A2, and A3 (“A” on the S&P scale) than to securities rated Ba1, Ba2, or Ba3 (“BB” on the S&P
scale). In fact, over these 17 years, there have been observed periods in which Baa1 and Baa2 rated securities have had lower cumulative default rates than those rated A1, A2, and A3. For all years in the study, Ba1 rated securities (the
highest-rated component of securities rated “BB” on the S&P scale) experienced significantly higher default rates than did Baa/BBB rated securities. The respective default rates of Baa/BBB rated and Ba/BB rated securities across all 17
years in the study demonstrate a clear line of demarcation between them that does not appear between the default rates of A and Baa/BBB securities. This demarcation is consistent with the widespread industry and investor practice of distinguishing
between investment-grade (Baa / BBB and above) and below-investment grade (Ba / BB and below) securities.

 Characteristics of the Securities

The similarity between A rated and BBB rated securities described in the yield spread and default rates analyses above is also borne out by a qualitative
inspection of the terms of the securities themselves. At the time of initial issuance, corporate fixed maturity securities are broadly characterized into two categories: investment-grade, for securities rated BBB or above, and non-investment grade
(or “high-yield”) for securities rated BB or below. This categorization is practically universal, and is well understood by issuers, ratings agencies, market intermediaries and investors.

Each of these two categories is characterized by a distinct set of contractual terms, with investment-grade securities generally containing only a limited set
of covenants that are consistent across issuers. These “investment-grade covenants” typically include a negative pledge, a covenant regarding sale-leasebacks,

1
Source of underlying data: Barclay’s U.S. Corporate Investment Grade Index and Barclay’s High Yield Index OAS

2
 Source of underlying data: Moody’s “Annual Default Study: Corporate Default and Recovery Rates 1920-2014” (Exhibit 36 - Average Cumulative Issuer-Weighted Global Default Rates by Alphanumeric Rating, 1998-2014)

 Page 5 of 6

and a covenant placing conditions on mergers and consolidations. The consistency of contractual terms between A rated and BBB rated securities provides further support to the Company’s
determination that securities rated BBB do not constitute a separate class fr

CORRESP
1
filename1.htm

Corresp

 June 15, 2015

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington D.C. 20549

Attention:
Jim B. Rosenberg

Senior Assistant Chief Accountant

Re:
Voya Financial, Inc.

Form 10-K for the Fiscal Year December 31, 2014

Filed February 27, 2015

File No. 001-35897

 Dear Mr. Rosenberg:

Voya Financial, Inc. (the “Company”) is in receipt of your letter, dated June 4, 2015, regarding the above-referenced filing. As
I have discussed with Ms. Keira Nakada, Senior Staff Accountant in the Division of Corporation Finance, the Company will provide its response to the comments set forth in that letter on or before July 16, 2015.

Please do not hesitate to contact me at (212) 309-8245 should any further discussion be necessary.

Sincerely,

 /s/ Trevor
Ogle

 Trevor Ogle

Senior Vice President and

 Deputy General Counsel

June 4, 2015

Via E -mail
Mr. Ewout Steenbergen
Executive Vice President and Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY  10169

Re: Voya Financial, Inc.
Form 10 -K for the Fiscal Year December 31 , 2014
Filed February 27, 2015
File No. 001-35897

Dear Mr. Steenbergen :

We have reviewed your May 18 , 2015 response to our comments issued on May 4 , 2015
and have the following comment s.

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe that a comment applies to your facts and circumstances, please tell us why i n your
response. Please furnish us a letter on EDGAR under the form type label CORRESP that ke ys
your response s to our comment s.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Notes to Consolidated Financial Statements
Fair Value Measurements (excluding Consolidated Investment Entities)
Valuation of Financial Assets and Liabilities at Fair Value
Fixed Maturities, page 287

1. Please refer to your proposed revised disclosure in response to the second bullet of our
prior comment one:
 In each case where you say that f air value is determined using third -party
commercial pricing services , please tell us the type of market approach used and
to the extent more than one type is used, indicate:
o the extent to which each type is used;
o what determines when each type is used; and
o the inputs used for each type.
 More fully describe to us your matrix and analytics -based pricing model.

Mr. Ewout Steenbergen
Voya Financial, Inc.
June 4, 2015
 Page 2

 2. Please refer to your response to  the third bullet of our prior comment one:
 Confirm to us that you will also separately disclose “private” corporates (US and
foreign) in your disclosures in Note 2 for all required disclosures under ASC 320 -
10-50.
 Include disclosure explaining what distinguishes “private” corporates from
“public.”

3. Please refer to your response to the fourth bullet of our prior comment one . Please
provide us an analysis that compares and analyzes the risks and economics between your
corporate fixed maturity securities rated A and above to those rated BBB and below to
support why further disaggregation is not necessary here and in Note 2 under ASC 320 -
10-50-1B and ASC 820 -10-50-2B. In this regard, we do not understand the basis for your
conclusion that further disaggregation is not necessary because fair value methods an d
inputs do not vary.

Please contact Senior Staff Accountant  Keira Nakada at (202) 551 -3659  if you have
questions regarding the comment s.  In this regard, do not hesitate to contact me at (202) 551 -
3679.
Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant  Chief Accountant

CORRESP
1
filename1.htm

CORRESP

 May 18, 2015

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington D.C. 20549

Attention:

Jim B. Rosenberg

Senior Assistant Chief Accountant

Re:

Voya Financial, Inc.

 Form 10-K for the Fiscal Year December 31, 2014

Filed February 27, 2015

File No. 001-35897

 Dear Mr. Rosenberg:

This letter responds to the comments set forth in the letter, dated May 4, 2015, to Ewout Steenbergen, Executive Vice President and
Chief Financial Officer of Voya Financial, Inc. (the “Company” or “we”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 10-K filed
with the Commission on February 27, 2015.

 We have addressed the comments in the Staff’s May 4, 2015 letter by reproducing
the comments below in bold text and providing the Company’s response immediately following.

 Form 10-K for the Fiscal Year
December 31, 2014

 Notes to the Consolidated Financial Statements

Fair Value Measurements (excluding Consolidated Investment Entities)

Valuation of Financial Assets and Liabilities at Fair Value

Fixed Maturities, page 287

 Page 1 of 5

 Comment:

1.
Refer to your response to comment 1 and please address the following:

•

Clarify what you mean by “principally” in your proposed disclosure in determining fair values. To the extent you use other methods and inputs, revise your proposed disclosure accordingly.

 In the Company’s proposed disclosure, the term “principally” was intended to describe valuation methods and inputs
applicable to all but an immaterial amount of the relevant class. As of December 31, 2014 and March 31, 2015, the description of fair value methods and inputs used to determine the fair value were applicable to over 99% of each of the
relevant asset classes. We understand that the term “principally” may infer an amount less than we intended and we propose that we will remove the term. We propose to make this revision, as well as those described in the additional
responses below, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

•

Confirm that the fair value method and inputs used for each “class” (refer to ASC 820-10-50-2B) within each of the four bullets in your proposed disclosure are the same. To the extent that a method
and/or inputs used for each “class” within a bullet is different, explain to us why aggregation is reasonable, or further break out your discussion by “class.” In this regard, tell us whether the method and inputs for corporate
securities are the same regardless of industry category, credit quality, duration, geographic concentration, or economic characteristic except with respect to “private” versus “public” corporates.

We confirm that the fair value method and inputs are the same for all of the classes described in each of the bullets of our proposed disclosure. However, in
order to be more precise regarding the valuation methods and inputs used to determine the fair value of U.S. Treasuries, we will describe the fair value methods and inputs for this class separately from the other classes with which it had been
grouped, so as to clarify the following inputs are inapplicable to U.S. Treasuries: credit spreads off benchmark yields, trades of comparable securities and issuer ratings (see the first item in the proposed disclosure, below).

The method and inputs for corporate securities are the same regardless of industry category, credit quality, duration, geographical concentration or economic
characteristics, except with respect to “private” versus “public” corporates.

 In response to the Staff’s further comments on
these aspects of our proposed disclosures, and in order to further refine our disclosure and provide a clearer relationship between the descriptions of valuation methods and inputs used to determine the fair value of fixed maturity securities and
the tabular disclosure of the fair value hierarchy, we will further revise the description of the fair value methods and inputs, as follows:

Class Description

Fair Value Methodology Applied

U.S. Treasuries

Fair value is determined using third-party commercial pricing services, with the primary inputs being stripped interest and principal U.S. Treasury yield curves that represent a U.S. Treasury zero-coupon curve.

U.S. Government agencies and authorities
State, municipalities and political subdivisions

Fair value is determined using third-party commercial pricing services, with the primary inputs being U.S. Treasury yield curves, trades of comparable securities, credit spreads off benchmark yields and issuer
ratings.

 Page 2 of 5

 U.S. corporate public securities

 Foreign
corporate public securities and foreign governments

Fair value is determined using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable securities, issuer ratings, bids and credit spreads off benchmark yields.

 U.S. corporate private securities

 Foreign
corporate private securities

Fair values are determined using a matrix and analytics-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads, credit quality of the issuer and cash flow
characteristics of the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer, the presence of guarantees, and prices and quotes for comparably rated publicly traded
securities.

 Residential mortgage-backed securities

Commercial mortgage-backed securities

 Other asset-backed
securities

Fair value is determined using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current and forecasted loss severity, debt service coverage
ratios, collateral type, payment priority within tranche and the vintage of the loans underlying the security.

•

Explain why you do not break out your fixed maturity securities within the table in a manner similar to that in the four bullets discussing your fair value methods and inputs. In this regard, tell us the distinction
between “private” versus “public” corporates and why you do not present them separately in the table as separate “classes.”

As noted in our response to the Staff’s fourth comment below, we disaggregated our investment portfolio in the table based on the guidance outlined in
ASC 320-10-50-1B, ASC 820-10-50-2B and ASC 942-320-50-2. In our previous disclosures, we combined certain classes of fixed maturity securities in our description of methods and inputs used to determine fair value because we utilize the same methods
and inputs for each of these classes. As noted above, we will, in future filings with the Commission, revise our disclosure to provide a clearer relationship between the description of methods and inputs used to determine the fair value of fixed
maturity securities and the tabular disclosure of the fair value hierarchy.

 Public corporate fixed maturity securities are distinguished from
“private” corporates in that they are traded with brokers. Private corporate fixed maturity securities, in contrast, are transacted directly with the issuer of the security. In future filings with the Commission, we will present public and
private securities in the fair value hierarchy table as separate components of the “U.S. corporate securities” and “Foreign” line items in order to enhance transparency, as illustrated below:

Level 1

Level 2

Level 3

Total

 Fixed maturities, including securities pledged:

 U.S. Treasuries

$
3,112.3

$
668.9

$
—

$
3,781.2

 U.S. Government agencies and authorities

—

442.1

—

442.1

 State, municipalities and political subdivisions

—

798.1

—

798.1

 U.S. corporate public securities

—

35,951.3

252.8

36,204.1

 U.S. corporate private securities

—

5,298.4

856.8

6,155.2

 Foreign corporate public securities and foreign governments

—

8,666.6

15.4

8,682.0

 Foreign corporate private securities

—

7,543.9

487.1

8,031.0

 Residential mortgage-backed securities

—

6,451.2

109.2

6,560.4

 Commercial mortgage-backed securities

—

4,185.9

—

4,185.9

 Other asset-backed securities

—

1,453.1

9.3

1,462.4

 Total fixed maturities, including securities pledged

$
3,112.3

$
71,459.5

$
1,730.6

$
76,302.4

 Page 3 of 5

•

Provide us analyses under ASC 320-10-50-1B and ASC 820-10-50-2B supporting your determination of “major security types” and “classes” of corporate securities including what consideration you gave
to disaggregating your fixed maturity securities by credit quality. In this regard, it appears that you have significant concentrations near or at non-investment grade quality as shown on page 200.

Our determination of “major security types” and “classes” of fixed maturity securities under ASC 320-10-50-1B and ASC 820-10-50-2B
commenced with a consideration of ASC 942-320-50-2, which requires financial institutions to categorize debt securities held in their investment portfolio into the following categories:

•

Debt securities issued by the US Treasury and other US government corporations and agencies,

•

Debt securities issued by states of the United States and political subdivisions of the states,

•

Debt securities issued by foreign governments,

•

Corporate debt securities,

•

Residential mortgage-backed securities,

•

Commercial mortgage-backed securities,

•

Collateralized debt obligations and

•

Other debt obligations.

 Our disclosure was prepared to conform to this guidance, subject to a materiality
assessment of each category relative to the Company’s total investment portfolio and our consideration of whether additional information would be useful to investors. For example, given the size of the Company’s investments in corporate
debt securities issued by non-U.S. issuers, we believe it is useful to investors for our disclosures to separate our corporate debt securities holdings into U.S. and foreign classes. Additionally, because the fair value of foreign government
holdings was only approximately $900 million as of December 31, 2014 and March 31, 2015, we have aggregated debt issued by foreign governments with that issued by foreign corporations in our fair value disclosure.

The next step was to assess the need for further disaggregation of the portfolio under the guidance outlined in ASC 320-10-50-1B with respect to business
sector, vintage, geographic concentration, credit quality and economic characteristics. We also reviewed ASC 820-10-50-2B with respect to consideration of the nature, characteristics and risks of fixed maturity securities. We concluded that the
methods and inputs used to determine fair values of fixed maturity securities were appropriate in light of their respective nature, characteristics, and risks, and, apart from differences between the fair value methods and inputs used for
“public” and “private” corporate securities, do not differ within our identified classes based on business sector, vintage, geographic concentration, credit quality or economic characteristics.

Regarding credit quality specifically and the concentration of securities having “near or at non-investment grade quality,” we have concluded that
further disaggregation is inappropriate, because the fair value methods and the nature of the inputs used do not vary between securities with different levels of credit quality, and the effect of varying credit qualities on the fair values is
accounted for by the inputs used. These include the values reported by the pricing services we use, as well as those generated by our matrix and analytics-based pricing model, both of which utilize as an input credit spreads that are based on the
relative credit quality of the security being valued.

 Page 4 of 5

 Please contact me at (770) 980-6578 if you require further information or wish to discuss our response to
the comment letter.

Sincerely,

 /s/ Steven T. Pierson

Steven T. Pierson

Chief Accounting Officer

 Page 5 of 5

May 4, 2015

Via E -mail
Mr. Ewout Steenbergen
Executive Vice President and Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY  10169

Re: Voya Financial, Inc.
Form 10 -K for the Fiscal Year December 31 , 2014
Filed February 27, 2015
File No. 001-35897

Dear Mr. Steenbergen :

We have reviewed your April 17, 2015  response to our comments issued on April 6, 2015
and have the following comment .

Please respond to this letter within 10 business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not
believe that the comment applies to your facts and circumstances, please tell us why  in your
response. Please furnish us a letter on EDGAR under the form type label CORRESP that ke ys
your response to our comment .

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Fair Value Measurements (excluding Consolidated Investment Entities)
Valuation of Financial Assets and Liabilities at Fair Value
Fixed Maturities, page 287

1. Refer to your response to comment 1 and please address the following:
 Clarify what you mean by “princip ally” in your proposed disclosure in determining
fair values.   To the extent you use other methods and inputs, revise your proposed
disclosure accordingly.
 Confirm that the fair value method and inputs used for each “class” (refer to ASC
820-10-50-2B) wit hin each of the four bullets in your proposed disclosure are the
same.  To the extent that a method and/or inputs used for each “class” within a bullet
is different, explain to us why aggregation is reasonable, or further break  out your
discussion by “clas s.”  In this regard, tell us whether the method and inputs for
corporate securities are the same regardless of industry category, credit quality,

Mr. Ew out Steenbergen
Voya Financial, Inc.
May 4, 2015
 Page 2

 duration, geographic concentration, or economic characteristic except with respect to
“private” versus “public ” corporates.
 Explain why you do not break out your fixed maturity securities within the table in a
manner similar to that in the four bullets discussing your fair value methods and
inputs.  In this regard, tell us the distinction between “private” vers us “public”
corporates and why you do not present them separately in the table as separate
“classes.”
 Provide us analyses under ASC 320 -10-50-1B and ASC 820 -10-50-2B supporting
your determination of “major security types” and “classes” of corporate securit ies
including what consideration you gave to disaggregating your fixed maturity
securities by credit quality. In this regard, it appears that you have significant
concentrations near or at non -investment grade quality as shown on page 200.

Please contact Senior Staff Accountant  Keira Nakada at (202) 551 -3659  if you have
questions regarding the comment .  In this regard, do not hesitate to contact me at (202) 551 -
3679.
Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Corresp

 April 17, 2015

Via EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street
N.E.

 Washington D.C. 20549

Attention:

Jim B. Rosenberg

Senior Assistant Chief Accountant

Re:

Voya Financial, Inc.

 Form 10-K for the Fiscal Year Ended

December 31, 2014, Filed February 27, 2015

File No. 001-35897

 Dear Mr. Rosenberg:

This letter responds to the comment set forth in the letter, dated April 6, 2015, to Ewout Steenbergen, Executive Vice President and
Chief Financial Officer of Voya Financial, Inc. (the “Company” or “we”), from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Form 10-K filed
with the Commission on February 27, 2015 (the “Form 10-K”).

 We have addressed the comment in the Staff’s
April 6, 2015 letter by reproducing the comment below in bold text and providing the Company’s response immediately following.

 Form
10-K for the Fiscal Year Ended December 31, 2014

 Notes to the Consolidated Financial Statements

Fair Value Measurements (excluding Consolidated Investment Entities)

Valuation of Financial Assets and Liabilities at Fair Value

Fixed Maturities, page 287

 Comment:

ASC 820 requires fair value disclosures by class of assets and liabilities. The guidance states that fair value measurements will often require greater
disaggregation than the line items in the balance sheet. Further, a reporting entity should determine classes based upon the nature, characteristics and risk of the assets and liabilities and by consideration of the level of disaggregated
information required under other Topics. Please tell us how your disclosure of the valuation techniques and the inputs used for fair value measurement for your level 2 fixed maturity securities complies with ASC 820-10-50-2bbb. It would appear that,
at a minimum, the fixed maturity categories used within the tables on page 197 represent separate classes. Also, except for the portion of fixed maturity securities for which matrix-based pricing is used, your disclosure does not appear to describe
the valuation techniques used. Rather, you state that fair values without an active market are obtained through commercial pricing services. Further, with regard to the portion for which matrix-pricing is used, the disclosure does not appear to
indicate use of this technique by class nor does it describe the inputs used. Please provide us, for each class of level 2 fixed maturity securities, the valuation technique(s) and inputs used in your fair value measurement.

Response: As disclosed on page 287 in our Form 10-K, the Company has a comprehensive process in place to measure fair value in accordance with
ASC 820. This process includes monthly security-by-security price variance reviews; back testing of recent trade prices to current prices; reviews of commercial pricing service policies and sample inquiry into specific prices to ensure compliance
with their published policies; and an internal valuation committee to oversee the application of the Company’s pricing policy and process.

In the Company’s judgment, the classification of assets and liabilities included in our Form 10-K is consistent with the standard set
forth in ASC 820-10-50-2B, in that each class therein described shares similar natures, characteristics and risks and, with respect to fixed maturities, the assets within each such class largely fall within the same fair value hierarchy level. In
order to respond to the Staff’s comment, and to align the classes described in its Fair Value Measurements (excluding Consolidated Investment Entities) footnote (the “FVM Footnote”) with those used on page 197, the Company proposes to
modify the classes it describes in its FVM Footnote beginning with its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “2015 First Quarter 10-Q”), to disaggregate U.S. corporate fixed maturities from U.S. state
and municipality fixed maturities - illustrated in bold as of December 31, 2014, as follows:

 Voya Financial, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

(Dollar amounts in millions, unless otherwise stated)

 The following table presents the Company’s
hierarchy for its assets and liabilities measured at fair value on a recurring basis as of December 31, 2014:

Level 1

Level 2

Level 3

Total

 Assets:

 Fixed maturities, including securities pledged:

 U.S. Treasuries

$
3,262.0

$
642.0

$
—

$
3,904.0

 U.S. Government agencies and authorities

—

435.9

—

435.9

 State, municipalities and political subdivisions

—

694.4

—

694.4

 U.S. corporate securities

—

39,658.2

1,082.6

40,740.8

 U.S. corporate, state and municipalities securities

40,352.6

1,082.6

41,435.2

 Foreign(1)

—

15,995.5

448.7

16,444.2

 Residential mortgage-backed securities

—

6,562.6

94.2

6,656.8

 Commercial mortgage-backed securities

—

4,166.2

22.0

4,188.2

 Other asset-backed securities

—

1,585.0

10.1

1,595.1

 Total fixed maturities, including securities pledged

3,262.0

69,739.8

1,657.6

74,659.4

 Equity securities, available-for-sale

215.5

—

56.3

271.8

 Derivatives:

 Interest rate contracts

—

1,225.0

—

1,225.0

 Foreign exchange contracts

—

70.6

—

70.6

 Equity contracts

104.7

296.6

81.8

483.1

 Credit contracts

—

30.9

10.0

40.9

 Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements

4,924.8

138.5

6.0

5,069.3

 Assets held in separate accounts

100,692.4

5,313.1

2.3

106,007.8

 Total assets

$
109,199.4

$
76,814.5

$
1,814.0

$
187,827.9

 Percentage of Level to total

58.1
%

40.9
%

1.0
%

100.0
%

 Liabilities:

 Derivatives:

 Annuity product guarantees:

 FIA

$
—

$
—

$
1,970.0

$
1,970.0

 GMAB/GMWB/GMWBL

—

—

1,586.7

1,586.7

 Stabilizer and MCGs

—

—

102.9

102.9

 Other derivatives:

 Interest rate contracts

—

576.6

—

576.6

 Foreign exchange contracts

—

26.8

—

26.8

 Equity contracts

8.2

201.7

—

209.9

 Credit contracts

—

16.3

19.7

36.0

 Embedded derivative on reinsurance

—

139.6

—

139.6

 Total liabilities

$
8.2

$
961.0

$
3,679.3

$
4,648.5

(1)
Primarily U.S. dollar denominated.

 Furthermore, in order to provide readers of the Company’s financial statements with more
specific information regarding the valuation techniques and inputs used in the fair value measurement of each class of fixed maturities, consistent with ASC 820-10-50-2bbb, the Company proposes to further modify its FVM Footnote, beginning with the
2015 First Quarter 10-Q. The modified FVM Footnote will include the following description of the methodologies and inputs used in the fair value measure of fixed maturity assets:

Fixed maturities: The fair values for actively traded marketable bonds are determined based upon the quoted market prices and are classified as Level 1
assets. Assets in this category primarily include certain U.S. Treasury securities.

 For fixed maturities classified as Level 2 assets, fair values are
determined using the market approach, based on prices obtained from third-party commercial pricing services and the Company’s matrix pricing models, which in each case incorporate a variety of market observable information as valuation inputs.
The market observable inputs used for these fair value measurements, by fixed maturity asset class, are as follows.

•

US Treasuries, Government Agencies and Authorities, States and Municipalities - Fair value is determined principally using third-party commercial pricing services, with the primary inputs being US Treasury yield
curves, trades of comparable securities, credit spreads off benchmark yields, and issuer ratings.

•

US/Foreign Public Corporates and Foreign Governments - Fair value is determined principally using third-party commercial pricing services, with the primary inputs being benchmark yields, trades of comparable
securities, issuer ratings, bids, and credit spreads off benchmark yields.

•

US/Foreign Private Corporates - Fair values are determined principally using a matrix-based pricing model. The model incorporates the current level of risk-free interest rates, current corporate credit spreads,
credit quality of the issuer and cash flow characteristics of the security. The model also considers a liquidity spread, the value of any collateral, the capital structure of the issuer, the presence of guarantees and the Company’s evaluation
of the issuer’s ability to compete in its relevant market.

•

RMBS, CMBS and ABS - Fair value is determined principally using third-party commercial pricing services, with the primary inputs being credit spreads off benchmark yields, prepayment speed assumptions, current
and forecasted loss severity, debt service coverage ratios, collateral type, payment priority within tranche, and the vintage of the loans underlying the security.

The Company acknowledges that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please contact me at (770) 980-6578 if you require further information or wish to discuss
our response to the comment letter.

Sincerely,

 /s/ STEVEN T. PIERSON

Steven T. Pierson

Chief Accounting Officer

April 6, 2015

Via E -mail
Mr. Ewout Steenbergen
Executive Vice President and Chief Financial Officer
Voya Financial, Inc.
230 Park Avenue
New York, NY  10169

Re: Voya  Financial, Inc.
Form 10 -K for the Fiscal Year December 31 , 2014
Filed February 27, 2015
File No. 001-35897

Dear Mr. Steenbergen :

We have reviewed the above  filing  and have the following comment .  In our comment,
we ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within 10 business days by providing the requested
information  or by advising us when you will provide the requested response.  If you do not
believe that the comment a pplies to your facts and circumstances, please tell us why in your
response.  Please furnish us a letter on EDGAR under the form type label CORRESP that keys
your response to our comment.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

Notes to the Consolidated Financial Statements
Fair Value Measurements (excluding Consolidated Investment Entities)
Valuation of Financial Assets and Liabilities at Fair Value
Fixed Maturities, page 287

1. ASC 820 requires fair value disclosures by class of assets and liabilities. The guidance
states that fair value measurements will often require greater disaggregation than the line
items in the balance sheet. Further, a reporting entity should determine classes based
upon the nature, characteristics and risk of the assets and liabilities and by consideration
of the level of disaggregated information required under other Topics. Please tell us how
your disclosure of the valuation techniques and the inputs used for fair value
measurement for your  level 2  fixed maturity securities complies with ASC 820 -10-50-
2bbb. It would appear that, at a minimum, the fixed maturity categories used within the
tables on page 197 represent separate classes.  Also, except for the portion of fixed
maturity securities for which matrix -based pricing is used, your disclosure does not

Mr. Ewout Steenbergen
Voya Financial, Inc.
April 6, 2015
 Page 2

 appear to describe the valuation techniques used.  Rather, you state that fair values
without an active market are obtained through commercial pricing  services.  Further, with
regard to the portion for which matrix -pricing is used, the disclosure does not appear to
indicate use of this technique by class nor does it describe the inputs used.  Please
provide us, for each class of level 2 fixed maturity s ecurities, the valuation technique(s)
and inputs used in your fair value measurement.

General

Please note that we intend to review the Part III information that you intend to
incorporate by reference into your Form 10 -K when filed.   We may have further comments after
reviewing that information and we will not be able to clear our review of your filing until we
have the opportunity to resolve any resulting comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compan y 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.

 In responding t o our comment , please provide a written statement from the comp any
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Senior Staff Accountant  Keira Nakada at (202) 551 -3659 if you have
questions .  In this regard, do not hesitate to contact me at (202) 551 -3752.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant

CORRESP
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Acceleration Request

 November 20, 2013

VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Jeffrey Riedler

Re:

ING U.S., Inc. (the “Company”)

Registration Statement on Form S-4

File No. 333-191709

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 PM
Eastern Standard Time on November 20, 2013, or as soon thereafter as is practicable.

 The Company hereby acknowledges that:

•
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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.

 Very truly yours,

 By:

/s/ Bridget M. Healy

 Name:

Bridget M. Healy

 Title:

 Executive Vice President and

 Chief Legal
Officer

CORRESP
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CORRESP

 November 19, 2013

VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Jeffrey Riedler

Re:

ING U.S., Inc. (the “Company”)

Registration Statement on Form S-4

File No. 333-191709

 Ladies and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 PM
Eastern Standard Time on November 20, 2013, or as soon thereafter as is practicable.

 The Company hereby acknowledges that:

•
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Very truly yours,

 By:

/s/ Bridget M. Healy

 Name:

Bridget M. Healy

 Title:

 Executive Vice President and

 Chief Legal
Officer

October 23, 2013

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

Re: ING U.S., Inc.
  Registration Statement on Form S-4
Filed  October 11, 2013
  File No.  333-191709

Dear Ms. Healy :

We have limited our review of your registration statement to those issues we have
addressed in our comment.

General

1. We note that you are registering the 5.7% Senior Notes due 2043 and related guarantees
in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No -Action
Letter (April 13, 1988).  See also Morgan Stanley & Co. Inc., SEC No -Action Letter
(June 5, 1991) and Shearman & Sterlin g, SEC No -Action Letter (July 2, 1993).
Accordingly, please provide us with a supplemental letter stating that you are registering
the exchange offer in reliance on our position contained in these letters and include the
representations contained in the M organ Stanley and Shearman & Sterling no -action
letters.

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 applic able Securities  Act rules require.   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 comment s, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

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

Bridget M. Healy
ING U.S., Inc.
October 23, 2013
Page 2

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the com pany 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 u nder 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 registra tion statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Matthew Jones  at (202) 551 -3786, Bryan Pitko at (202) 551 -3203,  or me at
(202) 551 -3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

CORRESP
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CORRESP

 July 9, 2013

 VIA EDGAR AND FACSIMILE

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

 Attn:
Jeffrey Riedler

Re:
ING U.S., Inc. (the “Company”)

 Registration Statement on Form S-4

 File No. 333-189199

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 3:00 PM Eastern Daylight Time on
July 11, 2013, or as soon thereafter as is practicable.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

By:

 /S/ EWOUT L. STEENBERGEN

Name:

Ewout L. Steenbergen

Title:

Executive Vice President and Chief Financial Officer

CORRESP
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CORRESP

July 8, 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-4

Filed June 10, 2013

File No. 333-189199

 Dear Mr. Riedler:

 This is to confirm that ING U.S., Inc. (the “Company”) is registering the exchange offer described in the above-referenced registration statement (an “Exchange Offer”) in reliance on
the Staff’s position contained in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1989); Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991); and Shearman & Sterling, SEC No
Action Letter (July 2, 1993) (collectively, the “Letters”). In addition, as requested in your letter to the Company of June 18, 2013, we represent with respect to the Exchange Offer that:

1.
The Company has not entered into any arrangement or understanding with any person to distribute the securities to be received in the Exchange Offer (the “Exchange
Securities”) and to the best of the Company’s information and belief, each person participating in the Exchange Offer will be acquiring the securities in its ordinary course of business and has no arrangement or understanding with any
person to participate in the distribution of the Exchange Securities. In this regard, the Company will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if the Exchange Offer is
being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the Exchange Securities (1) may not rely on the staff position enunciated in the Letters and (2) must
comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale
transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.

2.
A broker-dealer may participate in the Exchange Offer with respect to securities that are currently outstanding (“Initial Securities”) acquired for its own
account as a result of market-making activities or other trading activities, provided that (i) in connection with any resales of Exchange Securities received in exchange for such Initial Securities, the broker-dealer complies with the
prospectus delivery requirements of the Securities Act, (the prospectus for the Exchange Offer may be used for this purpose, so long as it contains a plan of distribution with respect to such resale transactions although such plan of distribution
need not name the broker-dealer or disclose the amount of Exchange Securities held by the broker-dealer); and (ii) the broker-dealer has not entered into any arrangement or understanding with the Company or an affiliate of the Company to
distribute the Exchange Securities.

3.
The Company (i) will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Initial
Securities acquired for its own account as a result of market-making activities or other trading activities, and who receives Exchange Securities in exchange for such Initial Securities pursuant to the Exchange Offer, may be a statutory underwriter
and must deliver a prospectus meeting the requirements of the Securities Act as described in Paragraph 2 above in connection with any resale of such Exchange Securities; and (ii) will include in the transmittal letter or similar documentation
to be executed by an exchange offeree in order to participate in the Exchange Offer an additional provision to the effect that if the exchange offeree is a broker-dealer holding Initial Securities acquired for its own account as a result of
market-making activities or other trading activities, such exchange offeree acknowledges that it will comply with the prospectus delivery requirements of the Securities Act in connection with any resale of Exchange Securities received in respect of
such Initial Securities pursuant to the Exchange Offer. The transmittal letter or similar documentation may also include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit
that it is an “underwriter” within the meaning of the Securities Act.

 Sincerely,

/s/ EWOUT L. STEENBERGEN

 Ewout L. Steenbergen

 Executive
Vice President and Chief Financial Officer

June 18 , 2013

Via E -mail
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 -4
Filed  June 10 , 2013
  File No.  333-189199

Dear Ms. Healy :

We have limited our review of your registra tion statement to the issue we have addressed
in the comment below.

General

1. We note tha t you are registering new  notes in reliance on our position enunciated in
Exxon Capital Holdings Corp., SEC No -Action Letter (April 13, 1988).  See also  Morgan
Stanley & Co. Inc., SEC No -Action Letter (June 5, 1991) and Shearman & Sterling, SEC
No-Action Letter (July 2, 1993). Acc ordingly, please provide us with a supplemental
letter stating that you are registering the exchange offer in reliance on our position
contained in these letters and include the representations contained in the Morgan Stanley
and Shearman & Sterling no -action letters .

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 require.   Since th e 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 comment , in the event you request acceleration of t he effective date
of the pending registration 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;

Bridget M. Healy
ING U.S., Inc.
June 18 , 2013
Page 2

 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 ade quacy 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 Unite d 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 of the
registration statement.

Please contact Austin Stephenson at (202) 551 -3192 , Bryan Pitko at (202) 551 -3203 , or
me at (202) 551 -3715 with any  questions.

Sincerely,

 /s/ Bryan J. Pitko  for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Robert G. DeLaMater , Esq.
Sullivan & Cromwell LLP

CORRESP
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Company acceleration request

 April 29, 2013

 VIA EDGAR AND FACSIMILE

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

Attn:
  Jeffrey Riedler

  Rose Zukin

Re:
  ING U.S., Inc. (the “Company”)

   Registration Statement on Form S-1

   File
No. 333-184847

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement referred to above be accelerated so
that it will be declared effective at 3:00 PM Eastern Daylight Time on May 1, 2013, or as soon thereafter as is practicable. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our
counsel, Sullivan & Cromwell LLP, confirming this request.

 The Company hereby acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (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 this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

ING U.S., Inc.

By:

 /s/ Alain M. Karaoglan

Name:

Alain M. Karaoglan

Title:

Executive Vice President

and Chief Operating Officer

By:

 /s/ Ewout L. Steenbergen

Name:

Ewout L. Steenbergen

Title:

Executive Vice President

and Chief Financial Officer

 [Signature Page to Acceleration Request]

CORRESP
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SEC Response Letter

 April 29, 2013

VIA EDGAR

 Securities and Exchange
Commission

 100 F Street, NE

Washington, DC 20549

Attention:
Mr. James Rosenberg

Ms. Kei Ino

Re:
Re: ING U.S., Inc. (the “Company”)

 Registration Statement on Form S-1 (File No. 333-184847)

 Dear Mr. Rosenberg and
Ms. Ino:

 Further to your conversation of Friday, April 26 with our counsel, Sullivan & Cromwell LLP,
please find enclosed a proposed revision to the Company’s disclosure regarding its preliminary financial results for the three months ended March 31, 2013 (the “First Quarter Disclosure”). We have revised this disclosure in
response to the comments you raised with our counsel, and have marked it to show changes from the disclosure included in Amendment No. 5 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”), filed on
April 25, 2013. If these revisions adequately respond to your comments, the Company proposes to include them in a pre-effective amendment to the Registration Statement, which it would plan to file later today.

In response to your comments, the Company has made the following revisions to the First Quarter Disclosure:

•
The Company has added to the First Quarter Disclosure interim funds flows for both its Annuities and its Closed Block Variable Annuity segments, consistent with its
approach to the full-year disclosure related to these segments contained in the MD&A section of the prospectus. The Company does not include full-year funds flows information in the MD&A with respect to either of the two segments in its
Insurance Solutions business (Insurance and Employee Benefits), because funds flows are not generally considered key metrics for those segments. As such, and consistent with its approach in the MD&A, the Company has not included interim funds
flows for these segments in the revised First Quarter Disclosure. The Company notes that its Retirement and Investment Management segments account for the substantial majority of its AUM and AUA, and therefore the funds flows for those segments are
generally more significant to the Company’s business than the funds flows for other segments, which led the Company initially to limit interim funds flows disclosure to those two segments.

Securities and Exchange Commission

 -
 2
-

•
The Company has clarified in the First Quarter Disclosure that the AUM and AUA figures provided are for the total Company (and not solely for its ongoing business or
particular segments).

•
The Company has included in the First Quarter Disclosure the loss before income taxes of its Closed Block Variable Annuity segment for the three months ended
March 31, 2012. A description has also been provided of the material factors underlying the difference between the estimated loss before income taxes of this segment for the three months ended March 31, 2013, and the actual result for the
comparable period in 2012.

•
The Company has included in the First Quarter Disclosure the net loss available to ING U.S., Inc.’s common shareholder for the three months ended March 31,
2012. A description has also been provided of the material factors underlying the difference between the estimated net loss available to ING U.S., Inc.’s common shareholder for the three months ended March 31, 2013, and the actual result
for the comparable period in 2012.

 As our counsel has discussed with you and with Ms. Zukin, the Staff
legal examiner, the Company plans to price this offering on Wednesday, May 1, and therefore intends to file an acceleration request this afternoon. Consequently, we would be grateful if you would review the enclosed disclosure today and
indicate to us whether the proposed revisions resolve the comments you have raised.

 Please do not hesitate to contact Trevor
Ogle of Sullivan & Cromwell LLP at 212-558-7938 or me at 212-309-6581 should you have any questions regarding the enclosed disclosure, or if you require any additional information.

Sincerely,

 /s/ Bridget Healy

 Bridget Healy

Executive Vice President and

 Chief Legal Officer

 (Enclosure)

cc:
Jeffery Riedler

Rose Zukin

(Securities and Exchange Commission)

 Preliminary Results for the Quarter Ended March 31, 2013

We are in the process of preparing our consolidated financial statements for the quarter ended March 31, 2013. The following are
preliminary estimates of the financial information listed below as of and for the three months ended March 31, 2013.

•
Operating earnings before income taxes for the ongoing business, which comprises our Retirement Solutions, Investment Management and Insurance Solutions business lines,
is expected to be between $270 million and $290 million for the three months ended March 31, 2013, compared to $264 million for the three months ended March 31, 2012, consistent with the trends discussed in this prospectus and reflecting
continued execution on our business development and performance goals. The expected increase is primarily the result of improved results in the Retirement and Annuity segments.

•
Annualized operating ROC of the ongoing business is expected to be between 7.8% and 8.1% for the three months ended March 31, 2013. Operating ROC for the ongoing
business for the year ended December 31, 2012 was 7.2%. Annualized operating ROC of the ongoing business for the three months ended March 31, 2013 was favorably impacted by a $700 million to $800 million reduction in average capital for
the ongoing business compared to 2012 due to recapitalization initiatives, as well as the improved operating performance discussed above. See “Business—Operating Return on Capital Goal”. Operating ROC with respect to interim periods
(annualized operating ROC) may not be reflective of full year operating ROC.

•
Net flows for the three months ended March 31, 2013, are expected to be approximately $1.4 billion in our Retirement segment and , ($0.2)
billion in our Annuities segment, $3.2 billion in our Investment Management segment. and ($0.9) billion in our Closed Block Variable Annuity segment. These flows can be volatile by quarter, so the strong Retirement and
Investment Management net flows in the first quarter are not expected to occur every quarter. Total Company AUM and AUA, including market appreciation, increased to approximately $481 billion, composed of approximately $258 billion total
AUM and approximately $223 billion total AUA, as of March 31, 2013.

•
Our Closed Block Variable Annuity segment is expected to report a loss before income taxes of between $450 million and $495 million for the three months ended
March 31, 2013, which includes $90 million to $120 million in expected losses resulting from changes in nonperformance risk, which we consider a non-economic development., compared to a loss of $908 million for the three
months ended March 31, 2012, which included a loss of $572 million resulting from changes in nonperformance risk. The Closed Block Variable Annuity hedge program focuses on protecting regulatory and rating agency capital rather than
earnings, and will generate losses when equity markets increase. The significant equity market appreciation during the first quarter of 2013, which is economically a positive development over the long term, resulted in hedge program losses. The
loss for the three months ended March 31, 2013 is expected to be lower than the loss for the three months ended March 31, 2012 (which also was a period of significant equity market appreciation), primarily due to lower losses from changes
in nonperformance risk. For more information about the expected range of impacts on the Closed Block Variable Annuity segment in various equity market scenarios, see “Business—Closed Blocks—Closed Block Variable
Annuity—Variable Annuity Hedge Program and Reinsurance”.

 Although we have not completed the preparation of our statutory financial statements, we
believe the hedge program performed largely in line with our expectations. On a statutory basis, we estimate that Variable Annuity Guarantee Hedge Program and CHO program losses for the three months ended March 31, 2013, were more than offset
by the declines in the regulatory reserves in the period due to equity market movements. Our letter of credit requirement is not expected to materially change for the period.

•
The net loss available to ING U.S., Inc.’s common shareholder for the three months ended March 31, 2013, is expected to be approximately $190 million to $230
million., compared to a net loss of $505 million for the three months ended March 31, 2012. The primary drivers of our results are the positive contributions of our operating earnings before income taxes for the ongoing
business as described above, which were more than offset by losses on the Closed Block Variable Annuity segment, as described above. The net loss available to ING U.S., Inc.’s common shareholder for the three months ended March 31,
2013, is expected to be lower than the net loss available to ING U.S., Inc.’s common shareholder for the three months ended March 31, 2012, primarily due to the lower expected losses on the Closed Block Variable Annuity business discussed
above, partially offset by a smaller gain on net guaranteed benefit hedging gains (losses). This smaller gain is primarily due to the reduction in expected future guaranteed interest rates in certain Stabilizer contracts in our Retirement segment,
which resulted in an embedded derivative gain in the three months ended March 31, 2012.

 The estimates
of consolidated financial information as of and for the three months ended March 31, 2013, presented above are preliminary and subject to completion of our financial closing procedures. Our independent registered public accounting firm has not
audited, reviewed or performed any procedures, and does not express an opinion or any other form of assurance, with respect to this financial information. This summary is not a comprehensive statement of our financial results for this period, and
our actual results may differ materially from these estimates due to the completion of our financial closing procedures, final adjustments and other developments, including subsequent events, if any, that may arise between now and the time that the
consolidated financial statements for this period are issued. This summary is qualified by, and should be read together with, “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and our consolidated
financial statements and the related notes included in this prospectus.

CORRESP
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Correspondence

 April 25, 2013

VIA EDGAR

 Securities and Exchange
Commission

 100 F Street, NE

Washington, DC 20549

 Attention: Kei Ino

Re:
Re: ING U.S., Inc. (the “Company”)

Registration Statement on Form S-1 (File No. 333-184847)

 Dear Ms. Ino:

 As we have previously discussed, please find enclosed a copy
of a free writing prospectus that the Company intends to file with the Commission later today. It includes disclosure with respect to the Company’s preliminary financial results for the quarter ended March 31, 2013, which the Company
proposes also to include in a pre-effective amendment to the above-referenced registration statement. The Company would be grateful if the Staff would review the enclosed disclosure and indicate whether its inclusion in the next amendment would draw
any further Staff comments. If possible, the Company would very much appreciate the Staff’s review of the enclosure during the course of today.

 Please do not hesitate to contact me at 212-558-7938 should you have any questions regarding the enclosed disclosure, or if you require any additional information.

Sincerely,

 Trevor Ogle

 Sullivan & Cromwell LLP

(Enclosure)

cc:
Mark Brunhofer

Jeffery Riedler

Rose Zukin

(Securities and Exchange Commission)

 DRAFT OF APRIL 25, 2013

 Preliminary Results for the Quarter Ended March 31, 2013

 We are in the process of
preparing our consolidated financial statements for the quarter ended March 31, 2013. The following are preliminary estimates of the financial information listed below as of and for the three months ended March 31, 2013. Terms are used herein with
the meaning ascribed to them in the preliminary prospectus dated April 16, 2013.

•

 Operating earnings before income taxes for the ongoing business, which comprises our Retirement Solutions, Investment Management and Insurance
Solutions business lines, is expected to be between $270 million and $290 million for the three months ended March 31, 2013, compared to $264 million for the three months ended March 31, 2012, consistent with the trends discussed in the preliminary
prospectus dated April 16, 2013 and reflecting continued execution on our business development and performance goals. The expected increase is primarily the result of improved results in the Retirement and Annuity segments.

•

 Annualized operating ROC of the ongoing business is expected to be between 7.8% and 8.1% for the three months ended March 31, 2013. Operating ROC for
the ongoing business for the year ended December 31, 2012 was 7.2%. Annualized operating ROC of the ongoing business for the three months ended March 31, 2013, was favorably impacted by a $700 million to $800 million reduction in average capital for
the ongoing business compared to 2012 due to recapitalization initiatives, as well as the improved operating performance discussed above. See “Business—Operating Return on Capital Goal” in the preliminary prospectus dated April 16,
2013. Operating ROC with respect to interim periods (annualized operating ROC) may not be reflective of full year operating ROC.

•

 Net flows for the three months ended March 31, 2013, are expected to be approximately $1.4 billion in our Retirement segment and $3.2 billion in our
Investment Management segment. These flows can be volatile by quarter, so the strong net flows in the first quarter are not expected to occur every quarter. Total AUM and AUA, including market appreciation, increased to approximately $481 billion,
composed of approximately $258 billion total AUM and approximately $223 billion total AUA, as of March 31, 2013.

•

 Our Closed Block Variable Annuity segment is expected to report a loss before income taxes of between $450 million and $495 million for the three
months ended March 31, 2013, which includes $90 million to $120 million in expected losses resulting from changes in nonperformance risk, which we consider a non-economic development. The Closed Block Variable Annuity hedge program focuses on
protecting regulatory and rating agency capital rather than earnings, and will generate losses when equity markets increase. The significant equity market appreciation during the first quarter of 2013, which is economically a positive development
over the long term, resulted in hedge program losses. For more information about the expected range of impacts on the Closed Block Variable Annuity segment in various equity market scenarios, see “Business-Closed Block Variable Annuity-Variable
Annuity Hedge Program and Reinsurance.”

 Although we have not completed the preparation of our statutory financial statements, we
believe the hedge program performed largely in line with our expectations. On a statutory basis, we estimate that Variable Annuity Guarantee Hedge Program and CHO program losses for the three months ended March 31, 2013, were more than offset by the
declines in the regulatory reserves in the period due to equity market movements. Our letter of credit requirement is not expected to materially change for the period.

•

 The net loss available to ING U.S., Inc.’s common shareholder for the three months ended March 31, 2013, is expected to be approximately $190
million to $230 million. The primary drivers of our results are the positive contributions of our operating earnings before income taxes for the ongoing business as described above, which were more than offset by losses on the Closed Block Variable
Annuity segment, as described above.

 The estimates of consolidated financial information as of and for the three months
ended March 31, 2013, presented above are preliminary and subject to completion of our financial closing procedures. Our independent registered public accounting firm has not audited, reviewed or performed any procedures, and does not express an
opinion or any other form of assurance, with respect to this financial information. This summary is not a comprehensive statement of our financial results for this period, and our actual results may differ materially from these estimates due to the
completion of our financial closing procedures, final adjustments and other developments, including subsequent events, if any, that may arise between now and the time that the consolidated financial statements for this period are issued. This
summary is qualified by, and should be read together with, “Management’s Discussion and Analysis of Results of Operations and Financial Condition” and our consolidated financial statements and the related notes included in the
preliminary prospectus dated April 16, 2013.

CORRESP
1
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SEC Response Letter

 April 16, 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.

Amendment No. 3 to Registration Statement on Form S-1

Filed April 5, 2013

File No. 333-184847

 Dear Mr. Riedler:

 This letter responds to the comments set forth in the letter, dated April 10, 2013, 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 Securities and Exchange Commission (the “Commission”) regarding the above-referenced amendment to the registration statement (“Amendment No. 3”) on Form S-1
filed with the Commission on April 5, 2013.

 We have addressed the comments in the Staff’s April 10, 2013
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. 4 to the registration statement, filed on the date hereof
(“Amendment No. 4”), 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 Amendment No. 4, some page references have changed. The page
references in the comments refer to page numbers of Amendment No. 3 and the page references in the responses refer to page numbers in Amendment No. 4 unless indicated otherwise. Capitalized terms used herein but not otherwise defined have
the meanings assigned to them in Amendment No. 4.

 Amendment No.3 to Registration Statement on Form S-1

Risk Factors, page 17

1.
Comment: Please expand this risk factor to provide a brief explanation of the purpose and potential effect of the Volcker Rule.

Response: We have revised Amendment No. 4 to provide the requested disclosure. Please see pages 48 to 49.

Underwriting, page 328

2.
Comment: Please refer to your response to Comment 10, in which you state on page 329 that “[b]ecause of the relationship between the Selling Stockholder and ING
Group, on the one hand, and the Company, on the other hand, the Selling Stockholder and ING Group may be deemed to be ‘underwriters’ of the offering for purposes of the Securities Act.” It is not sufficient to state that the Selling
Stockholder and ING Group “may be deemed” to be underwriters. Please revise this section to affirmatively state that the Selling Stockholder and ING Group are deemed to be underwriters.

Response: We have revised Amendment No. 4 to provide the requested disclosure. Please see page 338.

Exhibit 5.1

3.
Comment: Please file an executed legal opinion with your next amendment.

 Response: We confirm that we will file an executed legal opinion as an exhibit to a subsequent pre-effective amendment to the registration statement.

4.
Comment: The executed legal opinion may not be subject to any unacceptable assumptions, concern facts that are readily ascertainable, or cover matters that appear to
be essential to rendering the opinion given. For example, refer to certain assumptions that the company’s certificate of incorporation has been duly filed with the Secretary of State of Delaware, the terms of the sale of the Primary Shares have
been duly established in conformity with the company’s certificate of incorporation, and the Primary Shares have been duly issued. Please revise the legal opinion to remove all assumptions or qualifications that are inconsistent with the
staff’s views contained in Section II.B.3 of Staff Legal Bulletin No. 19 (Oct. 14, 2011).

Response: The form of legal opinion has been revised to reflect the fact that, since the time that the form of the legal opinion
was first filed as an exhibit to the registration statement, the Company’s Amended and Restated Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware and has become effective, and that certain of the
assumptions contained in the previously filed form of the legal opinion have become no longer necessary to render the counsel’s opinion as to the validity of the shares.

 Please contact me at 212-309-8200 if you wish to discuss our responses to the comment
letter.

 Sincerely,

/s/ Bridget M. Healy

 Bridget M. Healy

 Executive
Vice President and Chief Legal Officer

April 10, 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. 3 to Registration Statement on Form S -1
Filed April 5, 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. 3 to Registration Statement on Form S -1

Risk Factors, page 17
“If ING Group or one of its subsidiaries (other than the Company) . . .,” page 46

1. Please expand this risk factor to provide a brief explanation of the purpose and pote ntial
effect of the Volcker Rule.

Underwriting, page 328

2. Please refer to your response to Comment 1 0, in which you state on page 329 that
“[b]ecause of the relationship between the Selling Stockholder and ING Group, on the
one hand, and the Company, on the oth er hand, the Selling Stockholder and ING Group
may be deemed to be ‘underwriters’ of the offering for purposes of the Securities Act.”  It
is not sufficient to state that the Selling Stockholder and ING Group “may be deemed” to

Ms. Bridget M. Healy
ING U.S., Inc.
April 10, 2013
Page 2

 be underwriters.  Please rev ise this section to affirmatively state that the Selling
Stockholder and ING Group are deemed to be underwriters.

Exhibit 5.1

3. Please file an executed legal opinion with your next amendment.

4. The executed legal opinion may not be subject to any unaccept able assumptions, concern
facts that are readily ascertainable, or cover matters that appear to be essential to
rendering the opinion given .  For example, refer to certain assumptions that the
company’s certificate of incorporation has been duly filed with  the Secretary of State of
Delaware, the terms of the sale of the Primary Shares have been duly established in
conformity with the company’s certificate of incorporation, and the Primary Shares have
been duly issued.  P lease revise the legal opinion to rem ove all assumptions or
qualifications that are inconsistent with the staff’s  views contained in Section II.B.3 of
Staff Legal Bulletin No. 19 (Oct. 14, 2011) .

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 require.   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 acceleration 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 ef fective, 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 f ull 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 federa l
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

Ms. Bridget M. Healy
ING U.S., Inc.
April 10, 2013
Page 3

 adequate time  for us to review any amendment prior to the requested effective date of 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

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

CORRESP
1
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SEC RESPONSE LETTER

 April 5, 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.

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

Filed March 19, 2013

File No. 333-184847

 Dear
Mr. Riedler:

 This letter responds to the comments set forth in the letter, dated March 27, 2013, 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 Securities and Exchange Commission (the “Commission”) regarding the
above-referenced amendment to the registration statement (“Amendment No. 2”) on Form S-1 filed with the Commission on March 19, 2013.

 We have addressed the comments in the Staff’s March 27, 2013 letter by reproducing each comment below in bold text and providing the Company’s response immediately following.

 We are delivering with this letter a copy of Amendment No. 3 to the registration statement, filed on the date hereof
(“Amendment No. 3”), 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 Amendment No. 3, some page references have changed. The page
references in the comments refer to page numbers of Amendment No. 2 and the page references in the responses refer to page numbers in Amendment No. 3 unless indicated otherwise. Capitalized terms used herein but not otherwise defined have
the meanings assigned to them in Amendment No. 3.

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

The Offering, page 13

1.
Comment: 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.”

Response: We have revised the disclosure in Amendment No. 3. Please see pages 9 and 336.

Selected Consolidated Financial Data, page 69

2.
Comment: Please revise your disclosure to reflect the consolidated financial position data as of December 31, 2009 as being audited. Otherwise, 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.

Response: We have included in Amendment No. 2 and Amendment No. 3 audited balance sheets for the Company’s two most recent fiscal
years, as required by Rule 3-01 of Regulation S-X, and audited statements of income and cash flows for each of the three fiscal years preceding the date of the most recent balance sheet being filed, as required by Rule 3-02 of Regulation S-X.
Accordingly, we indicated on page 69 of Amendment No. 2 (and page 70 of Amendment No. 3) that balance sheet data as of December 31, 2011 and 2012 (the Company’s two most recent fiscal years) and statement of income data for each of the three
years ended December 31, 2012 are based on our audited financial statements, which have been included in Amendment No. 2 and Amendment No. 3.

 In addition, because earlier versions of the registration statement contained an audited balance sheet as of December 31, 2010 and the audited statement of income for the year ended December 31, 2009, we
indicated on page 69 of Amendment No. 2 (and page 70 of Amendment No. 3) that the selected financial data relating to such date and such period were also derived from our audited financial statements, but that such financial statements were not
included in Amendment No. 2 or Amendment No. 3 (as permitted by Rules 3-01 and 3-02 of Regulation S-X).

 The Company’s
balance sheet as of December 31, 2009, however, has never been included in the audited financial statements filed with the registration statement, either in the original filing or any subsequent amendment. Neither has the inclusion of such balance
sheet ever been required by Rule 3-01 of Regulation S-X, and, consequently, the Company has not obtained an audit of its balance sheet as of December 31, 2009.

 Although the Company’s year-end balance sheet as of December 31, 2009 would have been subject to certain audit procedures in connection with the audit of the Company’s income statement for the
year ended December 31, 2009, this balance sheet is not the subject of an audit opinion issued by the Company’s independent registered public accounting firm. As a result, we referred in Amendment No. 2 and Amendment No. 3 to the Company’s
balance sheet data as of December 31, 2009 as being “unaudited”.

 Management’s Discussion and Analysis of Results of
Operations and Financial Condition, page 71

 Trends and Uncertainties, page 72

Market Conditions, page 72

3.
Comment: 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
expected 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 have 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 amount of maturing or callable investments and their weighted average yields and the amount of products with guaranteed features and their rates in your disclosure.

Response: We have revised the disclosure in Amendment No. 3. Please see pages 73 to 75.

Results of Operations—Ongoing Business, page 87

4.
 Comment: 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 that 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.

Response: We have revised the disclosure in Amendment No. 3 to remove our presentation of the sources of operating income.

5.
Comment: 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 Regulation S-K.

Response: We have revised the title of the measure to “operating earnings before income taxes” and made appropriate changes
throughout Amendment No. 3.

 Qualitative and Quantitative Disclosure About Market Risk, page 146

Market Risk Related to Credit, page 153

6.
Comment: 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.

Response: We have revised the disclosure in Amendment No. 3 to include the requested disclosure. Please see pages 157 to 158.

7.
Comment: Regarding your counterparty credit risk associated 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 warranted:

•
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 counterparties 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).

 Response: We have updated our disclosure to include the requested information. Please see pages 158 to 160.
In addition to the information regarding derivatives presented in the Consolidated Financial Statements of Cash Flows; Note 3, Derivative Financial Instruments; and Note 16, Commitments and Contingencies – Collateral and Restricted Assets
contained in the Consolidated Financial Statements in Amendment No. 2, we are including the requested information related to counterparty exposure and duration in the credit risk discussion to facilitate a comprehensive assessment of derivatives
counterparty credit risk, demonstrating that we do not have a concentration of credit risk as it relates to derivative counterparties.

Compensation of Executive Officers and Directors, page 256

 Post-Offering Equity Compensation, page 267

8.
Comment: 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.

 Response: The 2013
Omnibus Non-Employee Director Incentive Plan and the 2013 Omnibus Employee Incentive Plan (exhibits 10.79 and 10.80 to the registration statement) remain subject to final internal approvals, and therefore will be filed with our next amendment to the
registration statement.

9.
Comment: 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.

Response: The identified agreement has been filed as an exhibit to Amendment No. 3.

Underwriting, page 317

10.
Comment: 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 parties.

 Response: We have revised the disclosure in Amendment No. 3 to include the requested
disclosure. Please see page 329.

 Conflicts of Interest, page 324

11.
Comment: 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 Independent Underwriter who would be 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 role is in the offering.

Response: We note that while a conflict of interest exists in this offering as defined under Rule 5121 of the FINRA Conduct Rules, the
participation of a qualified independent underwriter is not required if the requirements of Rule 5121(a)(1) are satisfied. Rule 5121(a)(1) requires prominent disclosure of the nature of the conflict of interest in the prospectus and that the
member(s) primarily responsible for managing the public offering does not have a conflict of interest, is not an affiliate of any member that does have a conflict of interest, and meets the requirement of Rule 5121(f)(12)(E).

We have included in the table of contents of Amendment No. 3 a section entitled “Conflicts of Interest” following the
Underwriting section, as well as disclosure relating to the nature of the conflict of interest in both the Underwriting section (please see page 336) as well as the Summary section (please see page 9), in compliance with the requirements of
prominent disclosure as set forth in Rule 5121(f)(10).

 In addition, as disclosed on pages 9, 14 and 336 of Amendment No. 3,
Morgan Stanley & Co. LLC, Goldman, Sachs & Co. and Citigroup Global Markets Inc., the underwriters primarily responsible for managing the offering, satisfy the criteria required by Rule 5121(f)(12)(E) and none of Morgan
Stanley & Co. LLC, Goldman, Sachs & Co., Citigroup Global Markets Inc., nor their respective affiliates have a conflict of interest with ING U.S., Inc. as such term is defined under Rule 5121(f)(5).

In light of the foregoing, we respectfully submit that a qualified independent underwriter is not required to participate in the offering.

 Please contact me at 212-309-8200 if you wish to discuss our responses to the comment letter.

Sincerely,

/s/ BRIDGET M. HEALY

Bridget M. Healy

Executive Vice President and Chief Legal Officer

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

CORRESP
1
filename1.htm

CORRESP

 March 19, 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.

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

Filed January 23, 2013

File No. 333-184847

 Dear Mr. Riedler:

 This letter responds to the comments set forth in the letter, dated February 6, 2013, 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 Securities and Exchange Commission (the “Commission”) regarding the above-referenced amendment to registration statement (“Amendment No. 1”) on Form S-1 filed
with the Commission on January 23, 2013.

 We have addressed the comments in the Staff’s February 6, 2013 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. 2 to the registration statement, filed on the date hereof (the
“Amendment No. 2”), 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 Amendment No. 2, some page references have changed. The page references
in the comments refer to page numbers of Amendment No. 1 and the page references in the responses refer to page numbers in Amendment No. 2 unless indicated otherwise. Capitalized terms used herein but not otherwise defined have the
meanings assigned to them in Amendment No. 2.

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

Prospectus Summary, page 1

1.
Comment: In various places in your Prospectus Summary, you provide data as of December 31, 2011. In addition, you often provide ranking information without any
chronological context. Please refer to this list of examples, which is not intended to be exclusive:

•

 Disclosure on pages 1 and 6 indicating that as of December 31, 2011, you had approximately 13 million individual and institutional
customers in the United States;

•

 Introductory paragraph and the first and second bullet points on page 2 regarding “Retirement Solutions”;

•

 Introductory paragraph and all three bullet points on page 3 regarding “Investment Management”;

•

 Disclosure on page 3 providing rankings regarding “Insurance Solutions” with no dates specified;

•

 All three bullet points on page 6 related to rankings disclosure under “Leadership positions . . .” and

•

 Second and third bullet points on page 7 regarding “Renewed Financial Strength.”

Please amend your prospectus to provide chronological context with a date as recent as practicable regarding ranking information, and
also supply the most recent disclosure available when you provide information derived from the financial statements.

Response: The requested disclosure has been provided in Amendment No. 2. Please see pages 1-7 of Amendment No. 2.

Management’s Discussion and Analysis of Results of Operations and Financial Condition, page 68

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010, page 82

Interest Credited and Other Benefits to Contract Owners/Policyholders, page 83

2.
Comment: Refer to your response to comment 13. Please explain to us why the larger body of actual experience was previously not available.

 Response: Prior to the financial crisis in late-2008 and early-2009, there was limited external industry data
and/or Company experience to establish assumptions for variable annuities with more complex guaranteed benefits, and we did not have statistically credible experience regarding how lapses, utilization and annuitization might emerge if policies were
significantly “in-the-money.” After the financial crisis, we were able to observe policyholder behavior on significantly “in-the-money” policies. This experience was first assessed to be statistically credible in 2011, and we
reflected it in our 2011 experience review.

 The 2011 review included experience from 2010 and 2011 and took over six months to complete
due to the complexity of the assumptions and data. The assumption changes made in 4Q 2011 represented management’s best estimate of future experience, based on the evidence available at that time.

Results of Operations—Ongoing Business, page 87

3.
Comment: We are still evaluating your response to comment 15 and may have further comment.

Response: We acknowledge the Staff’s comment and understand that no further response is required at this time.

Compensation of Executive Officers and Directors, page 263

 2012 Compensation, page 265

 Annual Cash and Deferred Equity-Based Incentive
Compensation, page 265

4.
Comment: Please refer to your response to Comment 25. It does not appear that you added disclosure that was responsive to our comment. Please expand your discussion
of annual cash and deferred equity-based incentive compensation to address the intended relationship between the level of achievement of corporate, business unit, and individual performance, and the amount of cash incentive bonus to be awarded. Your
current cross- reference to CRD III addresses the intended relationship between variable- and fixed-pay. In our comment, we seek disclosure related only to variable pay.

Response: The requested disclosure has been provided in Amendment No. 2. Please see page 261 of Amendment No. 2.

Establishment and Funding of Annual Incentive Compensation Pools, page 266

5.
Comment: Please refer to your response to Comment 24. When the final funding levels of the Annual Incentive Compensation Funding pools have been established, please
expand your description of these pools to disclose the material factors you considered when determining the size of each pool, with respect to corporate and business unit performance.

Response: The requested disclosure has been provided in Amendment No. 2. Please see page 260 of Amendment No. 2.

 Underwriting, page 311

6.
Comment: Please refer to your response to Comment 28. We continue to believe that ING Group and ING Insurance International BV should be identified as underwriters
in this offering. In this case, the interest of the parent, ING Group, and the role of its subsidiary, ING Insurance International BV, suggests that they are statutory underwriters under the Securities Act of 1933. Please revise this section of your
registration statement to identify ING Group and ING Insurance International BV as underwriters in this offering. For guidance, please refer to Securities Act Rules Compliance and Disclosure Interpretations, Question 212.15 (Jan. 26, 2009).

 Response: Respectfully, the Company continues to disagree that its relationship to ING Groep N.V.
(“Parent”) and ING Insurance International BV (the “Selling Stockholder”) is such that either Parent or the Selling Stockholder would be an “underwriter” for purposes of this offering.

Section 2(a)(11) of the Securities Act of 1933 (the “Act”) defines an “underwriter” as being, in relevant part,
“any person who has purchased from an issuer with a view to, or offers or sells for an issuer in connection with, the distribution of any security”. In the Company’s view, neither the Parent nor the Selling Stockholder should meet
such a definition. The Selling Stockholder obtained its entire interest in the Company, including all shares of stock that it is selling in the offering, in 1999 and has not obtained any additional Company securities since that time. The
Parent’s sole interest in the Company is held indirectly, through the Selling Stockholder. The Selling Stockholder received its interest in the Company in connection with the Company’s founding as an operating subsidiary of the
Parent’s business, and the Parent and Selling Stockholder have each conducted the Company’s business as a consolidated operating subsidiary since that time.

 In the Company’s view, the foregoing facts establish that the Selling Stockholder and the Parent acquired their interest in the Company with investment intent, and not with a view to the distribution
of any security. Throughout the entire period of ownership, the Selling Stockholder and the Parent (the latter through its indirect 100% ownership of the Selling Stockholder) have borne the entirety of the economic risks and benefits of owning the
Company’s common stock. Furthermore, as discussed in the Registration Statement, the sale of Company stock by the Selling Stockholder has been prompted primarily by divestment requirements imposed on Parent by the European Commission in 2009,
rather than by a desire to realize any investment gain or loss. Accordingly, neither the Selling Stockholder nor the Parent acquired any interest in the Company with a view to distribution; rather, the principal motive for selling of interest is a
regulatory mandate that arose ten years after that interest was acquired.

 The Company is aware that the Staff has in other
cases expressed a view that, where a putative secondary offering is large relative to the amount of shares held by non-affiliates, the offering may be considered an “indirect primary offering”, which, although described as a secondary
offering, is in fact a primary offering being made by or on behalf of the issuer. In the Staff’s comments in such cases, the selling shareholders are sometimes referred to as “underwriters”, presumably because (with reference back to
Section 2(a)(11) of the Act), they are “offer[ing] and sell[ing]…for an issuer”.

 The Staff has often raised this view in response to the attempted registration of secondary
offerings being sold “at the market” in purported reliance on Rule 415, in circumstances where the issuer would be unable to use Rule 415 to register such sales if they were made on a primary basis. By characterizing the selling
securityholder as an “underwriter” in such cases, the benefits of Rule 415 are denied to issuers who would not qualify for Rule 415 for a primary offering, usually because they are ineligible to use Form S-3. This characterization, in
turn, preserves Rule 415 for use only in “true” secondary sales, and not where a selling securityholder is attempting to gain the benefit of the rule despite having a significant “identity of interest” with the issuer (to use the
phrase adopted by the Staff in C&DI 212.15, which the Staff has referred to in its comment). The Company notes that C&DI 212.15 addresses Rule 415 and Form S-3 eligibility, and that the Company is not relying on Rule 415 (or Form S-3) to
conduct any aspect of the offering, including any sales by the Selling Stockholder. As a result, characterizing sales as “primary” or “secondary” would not affect the eligibility of this offering to be registered, or the manner
in which registration is achieved.

 The Company also notes that, when the Staff has raised concerns about “indirect
primary offerings” being incorrectly characterized as secondary sales, it has often done so in reaction to facts that indicate that a putative secondary sale may involve securities for which the selling securityholder is simply acting as a
conduit between the issuer and the public trading markets. This might include, for example, large PIPEs transactions or issuances in connection with acquisition activities, where securities are issued on a private placement basis and later
registered for secondary resale. In the Company’s view, however, none of the Act, the rules thereunder or the Staff’s positions to date suggest that a parent can never offer securities on a secondary basis, or that the parent of an issuer
will always be an “underwriter” in an offering in which it is a seller of the issuer’s securities. The Company notes that the definition of “underwriter” in the Act in fact deems persons controlling an issuer to themselves
be “issuers”, thereby causing a purchaser acquiring securities from such persons (if in a distribution) to be an underwriter. This statutory provision makes no suggestion that the controlling person is itself necessarily an underwriter.

 The Company has looked to the Staff’s own guidance in C&DI 612.09, which describes a facts and circumstances analysis
based on six factors. These factors, which the Company previously addressed in the response letter it filed with Amendment No. 1, include (i) the length of time that the selling securityholders have held the securities being sold,
(ii) the circumstances under which the selling securityholders received such securities, (iii) the relationship between the selling securityholders and the issuer, (iv) the amount of securities being sold, (v) whether the selling
securityholders are in the business of underwriting securities, and (vi) whether under all the circumstances it appears that the seller securityholders are acting as a conduit for the issuer. Rather than repeat the analysis of each of these
factors that was contained in its earlier response letter, the Company instead simply notes that, as mentioned above:

•

 the Selling Stockholder has held the stock being sold in the offering for more than 13 years (during which time the Parent’s sole interest in the
stock has been through its indirect ownership of the Selling Stockholder), and for this entire period the Selling Stockholder and the Parent have been subject to the economic risks and benefits of ownership;

•

 the Selling Stockholder and Parent acquired the stock as a consequence of founding the Company, and not in connection with any financing activity by
the Company (other than customary equity capitalization);

•

 the Company’s business has, since the Company’s founding, been operated as a consolidated subsidiary of Parent; and

•

 the Parent and the Selling Stockholder are motivated to sell primarily by a regulatory mandate, rather than due to a desire to realize investment gain
or loss.

 The Company respectfully submits that, on the basis of the Act and the Staff’s guidance on
this issue, neither Parent nor the Selling Stockholder is a statutory “underwriter” in this offering.

 Consolidated Financial
Statements

 Consolidated Financial Statements for the Fiscal Year Ended December 31, 2011

Notes to Consolidated Financial Statements

3. Investments (excluding Consolidated Investment Entities), page F-39

7.
Comment: Please revise your disclosure proposed in response to comment 32 to include information on the loan-to-value ratios or debt service coverage ratios inherent
in your RMBS and other asset-backed securities portfolios. In addition, please quantify the level of remaining credit protection offered by the underlying trusts.

Response: The requested disclosure has been provided in Amendment No. 2. We revised the disclosure to include tables which
demonstrate the loan-to-value ratio and remaining credit enhancement as well as the associated amortized cost and unrealized capital loss for our Residential mortgage-backed and Other asset-backed securities as of December 31, 2012 and 2011.
The tables are located in Note 2, Investments (excluding Consolidated Investment Entities) on pages F-41 and F-42 of Amendment No. 2.

 13.
Income Taxes

 Temporary Differences, page F-85

8.
Comment: Please clarify your response to comment 36 by explaining to us why you indicate that there was a “change in judgment regarding the ability to realize
deferred tax assets in future years” due to “increasing negative evidence” during 2011 and 2010, when losses were incurred prior to 2010 and income was earned during 2011 and 2010. In addition, please tell us whether the income earned
through September 30, 2012 when coupled with the income earned in 2010 and 2012 is indicative of evidence supporting the reversal of at least some portion of your valuation allowances and why.

 Response: During 2008 and 2009, the Company incurred losses. Because of the

February 6, 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. 1 to Registration Statement on Form S -1
Filed January 23, 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. 1 to Registration Statement on Form S -1

Prospectus Summary, page 1

1. In various places in your Prospectus  Summary , you provide data as of December 31,
2011.  In addition, you oft en provide ranking information without any chronological
context.  Please refer to this list of examples, which is not intended to be exclusive:

 Disclosure on pages 1 and 6 indicating that as of December 31, 2011, you had
approximately 13 million individu al and institutional customers in the United States;
 Introductory paragraph and the first and second bullet points on page 2 regarding
“Retirement Solutions”;
 Introductory paragraph and all three bullet points on page 3 regarding “ Investment
Management ”;

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 2

  Disclosure on page 3 providing rankings regarding “ Insurance Solutions ” with no
dates specified;
 All three bullet points on page 6 related to rankings disclosure under “Leadership
positions . . .” and
 Second and third bullet points on page 7 regarding “ Renewed Financial Strength .”

Please amend your prospectus to provide chronological context with a date as recent as
practicable regarding ranking information , and also supply the most recent disclosure
available when you provide information derived from t he financial statements.

Management’s Discussion and Analysis of Results of Operations and Financial Condition , page
68
Year Ended December 31, 2011 Compared to Year Ended December 31, 2010 , page 82
Interest Credited and Other Benefits to Contra ct Owners/Policyholders, page 83

2. Refer to your response to comment 13.  Please explain to us why the larger body of actual
experience was previously not available.

Results of Operations —Ongoing Business, page 8 7

3. We are still evaluating your response to com ment 15 and may have further comment.

Compensation of Executive Officers and Directors, page 263
2012 Compensation, page 265
Annual Cash and Deferred Equity -Based Incentive Compensation, page 265

4. Please refer to your response to Comment 25.  It does not appear that you added
disclosure that was responsive to our comment.  Please expand your discussion of  annual
cash and deferred equity -based incentive compensation to address the  intended
relationship between the level of achievement of corporate, business  unit, and individual
performance, and the amount of cash incentive bonus to be awarded.  Your current cross -
reference to CRD III addresses the intended relationship between variable - and fixed -pay.
In our comment, we seek disclosure related only to variab le pay.

Establishment and Funding of Annual Incentive Compensation Pools, page 266

5. Please refer to your response to Comment 24.  When the final funding levels of the
Annual Incentive Compensation Funding pools have been established, please expand
your de scription of these pools to disclose the material factors you considered when
determining the size of each pool, with respect to corporate and business unit
performance.

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 3

 Underwriting, page 311

6. Please refer to your response to Comment 28.  We continue to believe that ING Group
and ING Insurance International BV should be identified as underwriters in this offering.
In this case, the interest  of the parent, ING Group, and the role of its subsidiary, ING
Insurance International BV, suggest s that they are statutory underwriters under the
Securities Act of 1933.  Please revise this section of your registration statement to
identify ING Group and ING Insurance International BV as underwriters in this offering.
For guidance, please refer to Securi ties Act Rules Compliance and Disclosure
Interpretations , Question 212.15 ( Jan. 26, 2009 ).

Consolidated Financial Statements
Consolidated Financial Statements for the Fiscal Year Ended December 31, 2011
Notes to Consolidated Financial Statements
3.  Investments (excluding Consolidated Investment Entities), page F -39

7. Please revise your disclosure proposed in response to comment 32 to include  information
on the loan -to-value ratio s or debt service coverage ratios inherent in your RMBS and
other asset -backed securities portfolios .  In addition, please quantify the level of
remaining credit protection offered by the underlying trusts.

13.  Income Taxes
Temporary Differences, page F -85

8. Please clarify your response to comment 36 by explaining to us why yo u indicate that
there was a “change in judgment regarding the ability to realize deferred tax assets in
future years” due to “increas ing negative evidence ” during 2011 and 2010, when losses
were incurred prior to 2010 and income was earned during 2011 and 2010.  In addition,
please tell us whether the income earned through September 30, 2012 when coupled with
the income earned in 2010 and 2012 is indicative of evidence supporting the reversal of
at least some portion of your valuation allowances and why.

15.  Share -based Compensation
Long -term Equity Ownership Plan, page F -99

9. Please address the following comments related to your response to comment 37:

 Please explain to us why the participant has a right to receive shares under a net share
settlement process as compared to the right to receive cash equal to the closing price
of your stock times the number of vested shares under the broker -assisted cashle ss
exercise process.  In this regard, it appears that the share settlement option
contemplates settling net for any exercise proceeds while the broker -assisted cashless
exercise process does not consider any exercise proceeds.  Please clarify whether the
broker -assisted cashless exercise process is utilized only for performance share
awards that have no exercise price associated with them.

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 4

  Please explain to us why the participant has a right to receive cash equal to the
closing price on the vesting date w hen it appears that the broker may not be able to
sell those shares at the closing price.  Explain to us who takes the risk that the
ultimate sale of the underlying award shares on the open market by the broker may be
for a price other than your closing st ock price.   If you bear this risk, please explain to
us why the awards subject to this optional settlement are not liability classified.

Condensed Consolidated Financial Statements (unaudited) for the Nine Months Ended
September 30, 2012
Notes to Condense d Consolidated Financial Statements (unaudited)
4.  Fair Value Measurements (excluding Consolidated Investment Entities)
Level 3 Financial Instruments
Significant Unobservable Inputs, page F -178

10. Please revise the disclosure you provided in response to com ment 41 to include the
following:

 Under your explanation of the utilization assumption, separately quantify the inputs
for the separate age group, in/out of money group, and for those contracts that have or
have versus have not accumulated their maximum b enefit amount.  In addition,
quantify the percentage of contracts that are included in each group.
 Under your explanation for the lapse rate, separately quantify the inputs for those
contracts during the contractual surrender charge period and after the co ntractual
surrender charge period.  In addition, quantify the percentage of contracts that are
included in each group.
 Under your explanation of the lapse and policy holder deposit assumptions, describe
the different nature of the agreement and show  how the assumptions vary.  In
addition, quantify the percentage of contracts that are included in each group.
 Describe your review and validation process of broker quotes and prices obtained
from pricing services.

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 require.   Since the company and its management are in
possession of all facts r elating 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 acceleration 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;

Ms. Bridget M. Healy
ING U.S., Inc.
February 6, 2013
Page 5

  the action of the Commission or the staff, acting pursuant t o 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 effect iveness 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 accele ration 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 of 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

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

CORRESP
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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

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