As filed with the Securities and Exchange		Registration No. 033-75998
Commission on April 9, 2013		Registration No. 811-02512
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
Post-Effective Amendment No. 33 To
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
and Amendment to
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Variable Annuity Account B of
ING Life Insurance and Annuity Company
One Orange Way, Windsor, Connecticut 06095-4774
Depositor’s Telephone Number, including Area Code: (860) 580-2824
J. Neil McMurdie, Senior Counsel
ING US Legal Services
One Orange Way, C2N, Windsor, Connecticut 06095-4774
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
	immediately upon filing pursuant to paragraph (b) of Rule 485
X	on May 1, 2013 pursuant to paragraph (b) of Rule 485
If appropriate, check the following box:
	this post-effective amendment designates a new effective date for a previously
	filed post-effective amendment.
Title of Securities Being Registered: Individual Nonqualified Deferred Fixed and Variable
Annuity Contracts

                                                                                             PART A

ING Life Insurance and Annuity Company

Variable Annuity Account B

Individual Nonqualified Variable Annuity

CONTRACT PROSPECTUS – MAY 1, 2013

The Contract. The contracts described in this prospectus are individual nonqualified deferred fixed and variable

annuity contracts issued by ING Life Insurance and Annuity Company (the “Company”, “we,” “us” and “our”). They

are intended to provide retirement benefits to individuals who either are not participating in a formal retirement plan or

are participating in a formal retirement plan but want to supplement their benefits.

Why Reading this Prospectus Is Important. This prospectus contains facts about the contracts and their investment

options you should know before purchasing. This information will help you decide if the contracts are right for you.

Please read this prospectus carefully and keep it for future reference.

Investment Options. The contracts offer variable investment options and a fixed interest option. When we establish

your account, you instruct us to direct your account dollars to any of the available investment options.

Variable Investment Options. These options are called subaccounts. The subaccounts are within Variable Annuity

Account B (the “separate account”), a separate account of the Company. Each subaccount invests in one of the mutual

funds (“funds”) listed on the next page. Earnings on amounts invested in a subaccount will vary depending upon the

performance of its underlying mutual fund. You do not invest directly in or hold shares of the funds.

Fixed Interest Option.

• Fixed Account

Except as specifically mentioned, this prospectus describes only the variable investment options. However, we

describe the Fixed Account in Appendix I of this prospectus.

Risks Associated with Investing in the Funds. The funds in which the subaccounts invest have various risks.

Information about the risks of investing in the funds is located in the “INVESTMENT OPTIONS” section on page

10 and in each fund prospectus. Read this prospectus in conjunction with the fund prospectuses, and retain the

prospectuses for future reference.

These contracts are not deposits with, obligations of or guaranteed or endorsed by any bank, nor are they

insured by the FDIC. The contracts are subject to investment risk, including the possible loss of the principal

amount invested.

Compensation. We pay compensation to broker/dealers whose registered representatives sell the contracts. See

“CONTRACT DISTRIBUTION” for further information about the amount of compensation we pay.

Getting Additional Information. If you received a summary prospectus for any of the funds available through

your contract, you may obtain a full prospectus and other fund information free of charge by either accessing the

internet address, calling the telephone number or sending an email request to the email address shown on the front of

the fund’s summary prospectus. You may obtain the May 1, 2013 Statement of Additional Information (“SAI”) free of

charge by indicating your request on your application materials, by calling the Company at 1-800-262-3862 or by

writing us at the address listed in the “CONTRACT OVERVIEW - Questions: Contacting the Company” section

of this prospectus. You may also obtain a prospectus or an SAI for any of the funds by calling that number. This

prospectus, the SAI and other information about the separate account may be obtained by accessing the Securities and

Exchange Commission’s (“SEC”) web site, http://www.sec.gov. Copies of this information may also be obtained, after

paying a duplicating fee, by contacting the SEC Public Branch. Information on the operation of the SEC Public

Reference Branch may be obtained by calling 1-202-551-8090 or 1-800-SEC-0330, e-mailing publicinfo@sec.gov or

by writing to SEC Public Reference Branch, 100 F Street, NE, Room 1580, Washington, D.C. 20549. When looking

for information regarding the contracts offered through this prospectus, you may find it useful to use the number

assigned to the registration statement under the Securities Act of 1933. This number is 033-75998. The SAI table of

contents is listed on page 38 of this prospectus. The SAI is incorporated into this prospectus by reference.

Additional Disclosure Information. Neither the SEC nor any state securities commission has approved or disapproved

the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus. Any

representation to the contrary is a criminal offense. We do not intend for this prospectus to be an offer to sell or a

solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized

anyone to provide you with information that is different from that contained in this prospectus.

PRO.75998-13

CONTRACT PROSPECTUS – MAY 1, 2013 (CONTINUED)
		The Funds
Fidelity® VIP Contrafund® Portfolio (Initial Class)		ING Large Cap Growth Portfolio (Class I)
Fidelity® VIP Equity-Income Portfolio (Initial Class)		ING MidCap Opportunities Portfolio (Class I)
Fidelity® VIP Growth Portfolio (Initial Class)		ING Money Market Portfolio (Class I)
Fidelity® VIP Overseas Portfolio (Initial Class)		ING Oppenheimer Global Portfolio (Class I)
ING Balanced Portfolio (Class I)		ING RussellTM Large Cap Growth Index Portfolio (Class I)
ING BlackRock Large Cap Growth Portfolio (Class I)		ING Strategic Allocation Conservative Portfolio (Class I)(1)
ING Global Bond Portfolio (I Class)		ING Strategic Allocation Growth Portfolio (Class I)(1)
ING Growth and Income Portfolio (Class I)		ING Strategic Allocation Moderate Portfolio (Class I)(1)
ING Intermediate Bond Portfolio (Class I)		ING T. Rowe Price Diversified Mid Cap Growth Portfolio (Class I)
ING International Index Portfolio (Class S)		ING T. Rowe Price Growth Equity Portfolio (Class I)
ING Invesco Equity and Income Portfolio		ING Templeton Foreign Equity Portfolio (Class I)
	(Class I)(2)
(1)	These funds are structured as fund of funds that invest directly in shares of underlying funds. See “FEES – Fund Fees and
	Expenses” for additional information.
(2)	This Fund changed its name since the date of the last prospectus supplement. See the table in “Appendix II –
	Description of Underlying Funds” for the former fund name.
PRO.75998-13		2

TABLE OF CONTENTS
CONTRACT OVERVIEW			4
Contract Design
Contract Facts
Questions: Contacting the Company (sidebar)
Sending Forms and Written Requests in Good Order (sidebar)
Contract Phases: Accumulation Phase, Income Phase			5
FEE TABLE			6
CONDENSED FINANCIAL INFORMATION			8
THE COMPANY			8
CONTRACT PURCHASE			9
RIGHT TO CANCEL			10
INVESTMENT OPTIONS			10
FEES			13
YOUR ACCOUNT VALUE			17
TRANSFERS			18
WITHDRAWALS			21
SYSTEMATIC DISTRIBUTION OPTIONS			22
DEATH BENEFIT			23
INCOME PHASE			24
TAX CONSIDERATIONS			27
CONTRACT DISTRIBUTION			31
OTHER TOPICS			34
Anti-Money Laundering - Payment Delay or Suspension - Performance Reporting - Contract Modification -
Transfer of Ownership: Assignment - Legal Proceedings
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION			36
Appendix I	-	Fixed Account	37
Appendix II	-	Description of Underlying Funds	38
Appendix III	-	Condensed Financial Information	CFI - 1
PRO.75998-13		3

	CONTRACT OVERVIEW
Questions: Contacting the
Company. To answer your	The following summarizes contract information. Read each section of this
questions, contact your local	prospectus for additional information.
representative or write or call the
Company through:	Contract Design
ING	The contracts described in this prospectus are individual nonqualified
USFS Customer Service	fixed and variable annuity contracts. They are intended as a retirement
Defined Contribution	savings vehicle that defers taxes on investment earnings and offers a
Administration	variety of investment options to help meet long-term financial goals.
P.O. Box 990063
Hartford, CT 06199-0063	Contract Facts
1-800-262-3862
	Free Look/Right to Cancel: You may cancel your contract within ten
Sending Forms and Written	days (some states may require more than ten days) of receipt. See
Requests in Good Order.	“RIGHT TO CANCEL.”
If you are writing to change your
beneficiary, request a withdrawal,	Death Benefit: Your beneficiary may receive a financial benefit in the
or for any other purpose, contact	event of your death during both the accumulation and income phases. The
us or your local representative to	availability of a death benefit during the income phase depends on the
learn what information is required	income phase payment option selected. See “DEATH BENEFIT” and
for the request to be in “good	“INCOME PHASE.”
order.” By contacting us, we can
provide you with the appropriate	Withdrawals: During the accumulation phase you may withdraw all or
administrative form for your	part of your account value. Certain fees, taxes and early withdrawal
requested transaction.	penalties may apply. See “WITHDRAWALS.”
Generally, a request is considered	Systematic Distribution Options: These are made available for you to
to be in “good order” when it is	receive periodic withdrawals from your account, while retaining the
signed, dated and made with such	account in the accumulation phase. See “SYSTEMATIC
clarity and completeness that we	DISTRIBUTION OPTIONS.”
are not required to exercise any
discretion in carrying it out.	Fees and Expenses: Certain fees and expenses are deducted from the
	value of your contract. See “FEE TABLE ” and “FEES.”
We can only act upon requests that
are received in good order.	Taxation: You will generally not pay taxes on any earnings from the
	annuity contract described in this prospectus until they are withdrawn.
	Taxes will generally be due when you receive a distribution. Tax penalties
	may apply in some circumstances. See “TAX CONSIDERATIONS.”
PRO.75998-13	4

Contract Phases
Accumulation Phase (accumulating dollars under your contract)
STEP 1: You provide us with your completed	Payments to Your Account
application and initial purchase payment. We
establish an account for you and credit that		Step 1 ||
account with your initial purchase payment.	ING Life Insurance and Annuity Company
STEP 2: You direct us to invest your purchase
payment in one or more of the following	||	Step 2		||
		Variable Annuity Account B Variable Investment Options
investment options:	Fixed Interest Option
· Fixed Interest Option
· Variable Investment Options. (The variable
investment options are the subaccounts of		The Subaccounts
Variable Annuity Account B. Each one	A	B		Etc.
invests in a specific mutual fund.)
	||	Step 3	||
STEP 3: Each subaccount you select purchases
shares of its assigned fund.	Mutual Fund A		Mutual Fund B
Income Phase (receiving income phase payments from your contract)
When you want to begin receiving payments from your contract, you may select from the options available. The
contract offers several income phase payment options (see “INCOME PHASE”). In general, you may:
• Receive income phase payments for a specified period of time or for life;
• Receive income phase payments monthly, quarterly, semi-annually or annually;
• Select an income phase payment option that provides for payments to your beneficiary; and
• Select income phase payments that are fixed or that vary depending on the performance of the variable investment
options you select.
PRO.75998-13	5

		FEE TABLE
In This Section:
•	Maximum Transaction	The following tables describe the fees and expenses that you will pay
	Expenses;	during the accumulation phase when buying, owning, and
•	Maximum Periodic Fees and	withdrawing account value from your contract. Fees during the
	Charges;	income phase may differ from these shown below. See “INCOME
•	Fund Fees and	PHASE” for more information.
	Expenses; and
•	Examples.	Maximum Transaction Expenses
See “FEES” for:		The first table describes the fees and expenses that you may pay at
•	How, When and Why Fees	the time that you buy the contract, withdraw account value from the
	are Deducted;	contract, or transfer cash value between investment options. State
•	Reduction, Waiver and/or	premium taxes may also be deducted.*
	Elimination of Certain Fees;
•	Redemption Fees; and
•	Premium and Other Taxes.
		Early Withdrawal Charge1
		(as a percentage of amount withdrawn)	5%
		Maximum Periodic Fees and Charges
		The next table describes the fees and expenses that you may
		pay periodically during the time that you own the contract, not
		including fund fees and expenses.
		Maximum Annual Maintenance Fee
		Installment Purchase Payment Contracts2	$20.00
		Separate Account Annual Expenses
		(as a percentage of average account value)
		Maximum Mortality and Expense Risk Charge	1.25%
		Maximum Administrative Expense Charge3	0.25%
		Maximum Total Separate Account Annual Expenses	1.50%
*	State premium taxes (which currently range from 0% to 4% of premium payments) may apply but are not reflected
	in the fee tables or examples. See “Premium and Other Taxes.”
1	This is a deferred sales charge. The percentage will be determined by the applicable early withdrawal charge
	schedule in the “FEES” section. In certain cases, this charge may not apply to a portion or all of your withdrawal.
	The early withdrawal charge reduces over time. These fees may be waived, reduced or eliminated in certain
	circumstances. See the “FEES” section.
2	The annual maintenance fee is generally deducted only from installment purchase payment contracts. Under
	certain contracts, the annual maintenance fee may also be deducted upon full withdrawals. See “FEES - Annual
	Maintenance Fee.”
3	We may not impose this charge. If allowed by your contract, however, we reserve the right to charge up to
	0.25% annually. See “FEES - Administrative Expense Charge.”
PRO.75998-13		6

Fund Fees and Expenses
The next item shows the minimum and maximum total operating expenses charged by the funds that you may
pay periodically during the time that you own the contract. The minimum and maximum expenses listed below
are based on expenses for the funds’ most recent fiscal year ends without taking into account any fee waiver or
expense reimbursement arrangements that may apply. More detail concerning each fund’s fees and expenses is
contained in the prospectus for each fund.
Total Annual Fund Operating Expenses						Minimum		Maximum
(expenses that are deducted from fund assets, including management fees
and other expenses)						0.34%		0.96%
See the “FEES” – Fund Fees and Expenses” section of this prospectus for additional information about the Fees and
expenses of the Funds, including information about the revenue we may receive from each of the Funds or the Funds’
affiliates.
Examples
The following Examples are intended to help you compare the cost of investing in the contract with the
cost of investing in other variable annuity contracts. These costs include contract holder transaction expenses,
contract fees including the annual maintenance fee of $20 (converted to a percentage of assets equal to
(0.059%), separate account annual expenses, and fund fees and expenses.
Maximum Fund Fees and Expenses Examples: The following Examples assume that you invest $10,000 in the
contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year
and assume the maximum fees and expenses of any of the funds. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
(A) If you withdraw your entire account value at the					(B) If you do not withdraw your entire account
end of the applicable time period*:					value or if you select an income phase payment
					option at the end of the applicable time period**:
1 Year		3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
$716		$1,269	$1,849	$2,855	$255	$784	$1,340	$2,855
Minimum Fund Fees and Expenses Examples:The following Examples assume that you invest $10,000 in the
contract for the time periods indicated. The Examples also assume that your investment has a 5% return each year
and assume the minimum fees and expenses of any of the funds. Although your actual costs may be higher or lower,
based on these assumptions, your costs would be:
(A) If you withdraw your entire account value at the					(B) If you do not withdraw your entire account
end of the applicable time period*:					value or if you select an income phase payment
					option at the end of the applicable time period**:
1 Year		3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
$657		$1,090	$1,550	$2,221	$193	$597	$1,026	$2,221
*	This example reflects deduction of an early withdrawal charge calculated using the schedule applicable to
	Installment Purchase Payment Contracts. The Installment Purchase Payment Contracts schedule is listed in
	“Fees.” Under that schedule, if only one $10,000 payment was made as described above, fewer than 5
	purchase payment periods would have been completed at the end of years 1, 3 and 5, and the 5% charge would
	apply. At the end of the tenth year the early withdrawal charge is waived regardless of the number of purchase
	payment periods completed, and no early withdrawal charge would apply.
**	This example does not apply during the income phase if you elect to receive income phase payments under a
	nonlifetime variable payment option and subsequently request a lump-sum withdrawal after the income phase
	payments start. In this circumstance, the lump-sum payment is treated as a withdrawal during the
	accumulation phase and may be subject to an early withdrawal charge as shown in Example A.
PRO.75998-13					7

CONDENSED FINANCIAL INFORMATION
Understanding Condensed Financial Information. In Appendix III of this prospectus, we provide condensed
financial information about Variable Annuity Account B subaccounts you may invest in through the contract. The
tables show value of the subaccounts over the past 10 years. For subaccounts that were not available 10 years ago,
we show the year-end unit values of each subaccount from the time purchase payments were first received in the
subaccounts under the contract.
Financial Statements. The statements of assets and liabilities, the statements of operations, the statements of
changes in net assets and the related notes to financial statements for Variable Annuity Account B and the
consolidated financial statements and the related notes to consolidated financial statements for ING Life Insurance
and Annuity Company are located in the Statement of Additional Information.
THE COMPANY
ING Life Insurance and Annuity Company (the “Company,” “we,” “us” and “our”) issues the contracts described in
this prospectus and is responsible for providing each contract’s insurance and annuity benefits. All guarantees and
benefits provided under the contracts that are not related to the separate account are subject to the claims paying
ability of the Company and our general account. We are a direct, wholly owned subsidiary of Lion Connecticut
Holding Inc.
We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and an
indirect wholly owned subsidiary of ING Groep N.V. (“ING”), a global financial institution active in the fields of
insurance, banking and asset management. Through a merger, our operations include the business of Aetna Variable
Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas
life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna Life
Insurance and Annuity Company.
Pursuant to an agreement with the European Commission (“EC”), ING has announced its intention to divest itself
of ING U.S., Inc. and its subsidiaries, including the Company (“ING U.S.”), which constitutes ING’s U.S.-based
retirement, investment management and insurance operations. Under the agreement with the EC, ING is required to
divest itself of at least 25% of ING U.S. by the end of 2013, more than 50% by the end of 2014 and 100% by the end
of 2016. While all options for effecting the separation from ING remain open, ING has announced that the base case
for this separation includes an initial public offering (“IPO”) of ING U.S., and in connection with the proposed IPO of
its common stock ING U.S. filed a registration statement on Form S-1 with the SEC in November 2012, which was
amended in January, March, and April 2013. While the base case for the separation is an IPO, all options remain open
and it is possible that ING’s divestment of ING U.S. may take place by means of a sale to a single buyer or group of
buyers.
We are engaged in the business of issuing life insurance and annuities. Our principal executive offices are located at:
One Orange Way
Windsor, Connecticut 06095-4774
Product Regulation. Our products are subject to a complex and extensive array of state and federal tax, securities
and insurance laws, and regulations, which are administered and enforced by a number of governmental and self-
regulatory authorities, including state insurance regulators, state securities administrators, the SEC, the Financial
Industry Regulatory Authority (“FINRA”), the Department of Labor and the Internal Revenue Service (“IRS”).For
example, U.S. federal income tax law imposes requirements relating to product design, administration, and
investments that are conditions for beneficial tax treatment of such products under the Tax Code. See “TAX
CONSIDERATIONS” for further discussion of some of these requirements. Failure to administer certain
product features could affect such beneficial tax treatment. In addition, state and federal securities and insurance
laws impose requirements relating to insurance and annuity product design, offering and distribution, and
administration. Failure to meet any of these complex tax, securities, or insurance requirements could subject the
Company to administrative penalties imposed by a particular governmental or self-regulatory authority and
unanticipated claims and costs associated with remedying such failure. Additionally, such failure could harm the
Company’s reputation, interrupt the Company’s operations or adversely impact profitability.
PRO.75998-13	8

CONTRACT PURCHASE
How to Purchase. Complete the application and deliver it along with your initial purchase payment to us. Upon our
approval, we will issue you a contract and set up an account for you.
Two types of contracts are available:
•	Installment Purchase Payment contracts. Under these contracts, you make continuing periodic payments.
•	Single Purchase Payment contracts. Under these contracts you make a single payment to the contract or a lump-
	sum transfer of amounts accumulated under a pre-existing annuity or retirement arrangement.
Payment Amounts. The minimum payment amount for each type of contract is as follows:
•	The minimum payment for a single purchase payment contract is $5,000; and
•	Installment purchase payments must be at least $100 per month ($1,200 annually) and may not be less than $25
	per payment.
Acceptance or Rejection of Your Application. We must accept or reject your application within two business days
of receipt. If the application is incomplete, we may hold any forms and accompanying purchase payment(s) for five
business days. We may hold purchase payments for longer periods, pending acceptance of the application, only with
your permission. If the application is rejected, the application and any purchase payments will be returned to you.
Allocating Purchase Payments to the Investment Options. We will allocate your purchase payments among the
investment options you select. Allocations must be in whole percentages and there may be a limit on the number of
investment options you may select. When selecting investment options, you may find it helpful to review the
“Investment Options” section.
Factors to Consider in the Purchase Decision. The decision to purchase the contract should be discussed with your
financial representative. Make sure that you understand the investment options it provides, its other features, the risks
and potential benefits you will face, and the fees and expenses you will incur when, together with your financial
representative, you consider an investment in the contract. You should pay attention to the following issues, among
others:
•	Long-Term Investment - This contract is a long-term investment, and is typically most useful as part of a
	personal retirement plan. Early withdrawals may expose you to early withdrawal charges or tax penalties. The
	value of deferred taxation on earnings grows with the amount of time funds are left in the contract. You should
	not participate in this contract if you are looking for a short-term investment or expect to need to make
	withdrawals before you are 59½;
•	Investment Risk - The value of investment options available under this contract may fluctuate with the markets
	and interest rates. You should not participate in this contract in order to invest in these options if you cannot risk
	getting back less money than you put in;
•	Features and Fees - The fees for this contract reflect costs associated with the features and benefits it provides.
	As you consider this contract, you should determine the value that these various benefits and features have for
	you, given your particular circumstances, and consider the charges for those features; and
•	Exchanges - Replacing an existing insurance contract with this contract may not be beneficial to you. If this
	contract will be a replacement for another annuity contract, you should compare the two options carefully,
	compare the costs associated with each, and identify additional benefits available under this contract. You should
	consider whether these additional benefits justify incurring a new schedule of early withdrawal charges or any
	increased charges that might apply under this contract. Also, be sure to talk to your financial professional or tax
	adviser to make sure that the exchange will be handled so that it is tax-free.
When considering whether to purchase or participate in the contract, you should consult with your financial
representative about your financial goals, investment time horizon and risk tolerance.
Other Products. We and our affiliates offer various other products with different features and terms than these
contracts, which may offer some or all of the same funds. These products have different benefits, fees and charges,
and may offer different share classes of the funds offered in this contract that are less expensive. These other products
may or may not better match your needs. You should be aware that there are other options available, and, if you are
interested in learning more about these other products, contact your registered representative.
PRO.75998-13		9

RIGHT TO CANCEL
When and How to Cancel. You may cancel the contract within ten days of receipt (some states require more than ten
days) by returning it to the address listed in “CONTRACT OVERVIEW-Questions: Contacting the Company”
along with a written notice of cancellation.
Refunds. We will issue you a refund within seven calendar days of our receipt of your contract and written notice of
cancellation. Unless your state requires otherwise, your refund will equal the purchase payments made plus any
earnings and minus any losses attributable to those amounts allocated to the subaccounts. Any mortality and expense
risk charges and administrative expense charges deducted during the period you held the contract will not be returned.
We will not deduct an early withdrawal charge. In other words, you will bear the entire investment risk for amounts
allocated among the subaccounts during this period and the amount refunded could be less than the amount paid. If
your state requires, we will refund all purchase payments made.
If the purchase payments for your cancelled contract came from a transfer or rollover from another contract issued by
us or one of our affiliates where an early withdrawal charge was reduced or eliminated, the purchase payments will be
restored to your prior contract.
INVESTMENT OPTIONS
The contract offers variable investment options and a fixed interest option.
VARIABLE INTEREST OPTIONS
These options are subaccounts of Variable Annuity Account B. Each subaccount invests directly in shares of a
corresponding mutual fund, and earnings on amounts invested in the subaccounts will vary depending on the
performance and fees of its underlying fund. You do not invest directly in or hold shares of the funds.
VARIABLE ANNUITY ACCOUNT B
We established Variable Annuity Account B (the “separate account”) under Connecticut Law in 1976 as a
continuation of the separate account established in 1974 under Arkansas law by Aetna Variable Annuity Life
Insurance Company. The separate account was established as a segregated asset account to fund variable annuity
contracts. The separate account is registered as a unit investment trust under the Investment Company Act of 1940 (the
“1940 Act”). It also meets the definition of “separate account” under the federal securities laws.
Although we hold title to the assets of the separate account, such assets are not chargeable with the liabilities of any
other business that we conduct. Income, gains or losses of the separate account are credited to or charged against the
assets of the separate account without regard to other income, gains or losses of the Company. All obligations arising
under the contracts are obligations of the Company. All guarantees and benefits provided under the contracts that are
not related to the separate account are subject to the claims paying ability of the Company and our general account.
Funds Available Through the Separate Account
The separate account is divided into “subaccounts.” Each subaccount invests directly in shares of a corresponding
fund. The funds available through the subaccounts of the separate account are listed in the front of this prospectus.
We also provide a brief description of each fund in Appendix II. Please refer to the fund prospectuses for additional
information. Fund prospectuses may be obtained, free of charge, from the address and telephone number listed in
“CONTRACT OVERVIEW” – Questions: Contacting the Company,” by accessing the SEC’s website or by
contacting the SEC Public Reference Branch.
PRO.75998-13	10

Risks of Investing in the Funds.
Insurance-Dedicated Funds (Mixed and Shared Funding). The funds described in this prospectus are available only
to insurance companies for their variable contracts (or directly to certain retirement plans, as allowed by the Tax
Code). Such funds are often referred to as “insurance-dedicated funds,” and are used for “mixed” and “shared”
funding.
“Mixed funding” occurs when shares of a fund, which the subaccount buys for variable annuity contracts, are bought
for variable life insurance contracts issued by us or other insurance companies.
“Shared funding” occurs when shares of a fund, which the subaccount buys for variable annuity contracts, are also
bought by other insurance companies for their variable annuity contracts. In other words:
•	Mixed funding - bought for annuities and life insurance
•	Shared funding - bought by more than one company
Possible Conflicts of Interest. With respect to the insurance-dedicated funds, it is possible that a conflict of interest
may arise due to mixed and shared funding, a change in law affecting the operations of variable annuity separate
accounts, differences in the voting instructions of the contract holder and others maintaining a voting interest in the
funds, or some other reason. Such a conflict could adversely impact the value of a fund. For example, if a conflict of
interest occurred and one of the subaccounts withdrew its investment in a fund, the fund may be forced to sell its
securities at disadvantageous prices, causing its share value to decrease. Each fund’s board of directors or trustees will
monitor events in order to identify any material irreconcilable conflicts that may arise and to determine what action, if
any, should be taken to address such conflicts. In the event of a conflict, the Company will take any steps necessary to
protect contract holders and annuitants maintaining a voting interest in the funds, including the withdrawal of Variable
Annuity Account B from participation in the funds that are involved in the conflict.
Voting Rights
Each of the subaccounts holds shares in a fund and each is entitled to vote at regular and special meetings of that
fund. Under our current view of applicable law, we will vote the shares for each subaccount as instructed by persons
having a voting interest in the subaccount. We will vote shares for which we receive no instructions in the same
proportion as those for which we receive instructions. You will receive periodic reports relating to the funds in which
you have an interest as well as any proxy materials and a form on which to give voting instructions. Voting
instructions will be solicited by a written communication at least 14 days before the meeting.
The number of votes (including fractional votes) you are entitled to direct will be determined as of the record date set
by any fund you invest in through the subaccounts:
·	During the accumulation phase the number of votes is equal to the portion of your account value invested in the
	fund, divided by the net asset value of one share of that fund; and
·	During the income phase the number of votes is equal to the portion of reserves set aside for the contract’s share
	of the fund, divided by the net asset value of one share of that fund.
We may restrict or eliminate any voting rights of persons who have voting rights as to the separate account.
Right to Change the Separate Account
Subject to state and federal law and the rules and regulations thereunder, we may, from time to time, make any of the
following changes to the separate account with respect to some or all classes of contracts:
•	Offer additional subaccounts that will invest in funds we find appropriate for contracts we issue;
•	Combine two or more subaccounts;
•	Close subaccounts. We will provide advance notice by a supplement to this prospectus if we close a subaccount. If
	a subaccount is closed or otherwise is unavailable for new investment, unless we receive alternative allocation
	instructions, all future amounts directed to the subaccount that was closed or is unavailable may be automatically
	allocated among the other available subaccounts according to the most recent allocation instructions we have on
	file. If the most recent allocation instructions we have on file do not include any available subaccounts, we must
	be provided with alternative allocation instructions. Alternative allocation instructions can be given by contacting
	us at the address and telephone number listed in “CONTRACT OVERVIEW - Questions: Contacting the
	Company.” See also “TRANSFERS” for information about making subaccount allocation changes;
PRO.75998-13		11

•	Substitute a new fund for a fund in which a subaccount currently invests. In the case of a substitution, the new
	fund may have different fees and charges than the fund it replaced. A substitution may become necessary if, in
	our judgment:
	>	A fund no longer suits the purposes of your contract;
	>	There is a change in laws or regulations;
	>	There is a change in the fund’s investment objectives or restrictions;
	>	The fund is no longer available for investment; or
	>	Another reason we deem a substitution is appropriate.
•	Stop selling the contract;
•	Limit or eliminate any voting rights for the Separate Account; or
•	Make any changes required by the 1940 Act or its rules or regulations.
We will not make a change until the change is disclosed in an effective prospectus or prospectus supplement,
authorized, if necessary, by an order from the SEC and approved, if necessary, by the appropriate state insurance
department(s).
Fixed Interest Options
For descriptions of the fixed interest option available through the contract, see Appendix I.
Selecting Investment Options
When selecting investment options:
•	Choose options appropriate for you. Your local representative can help you evaluate which subaccounts or
	fixed interest options may be appropriate for your financial goals;
•	Understand the risks associated with the options you choose. Some subaccounts invest in funds that are
	considered riskier than others. Funds with additional risks are expected to have a value that rises and falls more
	rapidly and to a greater degree than other funds. For example, funds investing in foreign or international
	securities are subject to additional risks not associated with domestic investments, and their performance may
	vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks;
	and
•	Be informed. Read this prospectus, the fund prospectuses and the fixed interest option appendix.
Furthermore, be aware that there may be:
•	Limits on Option Availability. Some subaccounts and the fixed interest option may not be available through
	certain contracts and plans or in some states; and
•	Limits on Number of Options Selected. Generally, you may select no more than 25 investment options at
	initial purchase. Each subaccount and the Fixed Account counts toward this limit. Thereafter, more than 25
	investment options can be selected at any one time.
PRO.75998-13			12

FEES
		Types of Fees
The following repeats and adds to information provided under “FEE		The following types of fees or
TABLE.” Please review both sections for information on fees.		deductions may affect your
		account:
Transaction Fees		•	Transaction Fees
			>	Early Withdrawal
Early Withdrawal Charge				Charge
			>	Redemption Fees
Withdrawals of all or a portion of your account value may be subject to a		•	Periodic Fees and Charges
charge. In the case of a partial withdrawal where you request a specified			>	Annual Maintenance
dollar amount, the amount withdrawn from your account will be the amount				Fee
you specified plus adjustment for any applicable early withdrawal charge.			>	Mortality and
				Expense Risk Charge
Amount. The charge is a percentage of the amount that you withdraw. The			>	Administrative
percentage will be determined by the early withdrawal charge schedule that				Expense Charge
applies to your contract. The schedules are listed below and appear on your		•	Fund Fees and Expenses
contract schedule page. The charge will never be more than 8.5% of your		•	Premium and Other Taxes
total payments to the contract.
		Terms to Understand
Early Withdrawal Charge Schedules		•	“Payment Period” (for
			installment purchase
Schedule A - Installment Purchase Payment Contracts			payment contracts) - The
Completed Payment Periods	Early Withdrawal Charge		period of time it takes to
Less than 5	5%		complete the number of
5 or more but less than 7	4%		installment payments
7 or more but less than 9	3%		expected to be made to
9 or more but less than 10	2%		your account over a year.
10 or more	0%		For example, if your
			payment frequency is
Schedule B - Single Purchase Payment Contracts*			monthly, a payment period
Completed Contract Years	Early Withdrawal Charge		is completed after 12
Less than 5	5%		payments are made. If
5 or more but less than 6	4%		only 11 payments are
6 or more but less than 7	3%		made, the payment period
7 or more but less than 8	2%		is not completed until the
8 or more but less than 9	1%		twelfth payment is made.
9 or more	0%		The number of payment
			periods completed cannot
* Schedule B may also apply to certain older contracts that accept more			exceed the number of
than one purchase payment. Check your contract to determine which			account years completed,
early withdrawal charge schedule applies to you.			regardless of the number
			of payments made.
Purpose. This is a deferred sales charge. It reimburses us for some of the
sales and administrative expenses associated with the contract. If our		•	Contract Year (for single
expenses are greater than the amount we collect for the early withdrawal			purchase payment
charge, we may use any of our corporate assets, including potential profit			contracts) - A 12 month
that may arise from the mortality and expense risk charge, to make up any			period measured from the
difference.			date we establish your
			account, or measured from
			any anniversary of that
			date.
PRO.75998-13	13

Waiver. The early withdrawal charge is waived if the withdrawal is:
•	Used to provide income phase payments to you;
•	Paid because of your death;
•	Taken under a systematic distribution option (see “SYSTEMATIC DISTRIBUTION OPTIONS”);
•	Taken on or after the tenth anniversary of the effective date of an installment purchase payment contract;
•	Paid when your account value is $2,500 or less and no withdrawal has been taken from the account within the
	prior 12 months;
•	Taken in part or in full from an installment purchase payment contract provided you are at least 59½ and nine
	purchase payment periods have been completed; or
•	Taken in an amount of ten percent or less of your account value. This applies only to the first partial withdrawal
	in each calendar year and does not apply to full withdrawals or withdrawals under a systematic distribution
	option. The ten percent amount will be calculated using your account value as of the next valuation after your
	withdrawal request is received in good order at the address listed in “CONTRACT OVERVIEW-Questions:
	Contacting the Company.” This waiver does not apply to contracts issued in the state of Washington.
Redemption Fees
Certain funds may deduct redemption fees as a result of withdrawals, transfers, or other fund transactions you initiate.
If applicable, we may deduct the amount of any redemption fees imposed by the underlying mutual funds as a result
of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and distinct
from any transaction charges or other charges deducted from your account value. For a more complete description of
the funds’ fees and expenses, review each fund’s prospectus.
Periodic Fees and Charges
Annual Maintenance Fee
Maximum Amount. $20.00 for installment purchase payment contracts. There is no maintenance fee for single
purchase payment contracts.
When/How. Each year during the accumulation phase, we deduct this fee from your account value on your account
anniversary. It is also deducted at the time of a full withdrawal, to the extent permitted under state law. It is deducted
proportionately from each subaccount and fixed interest option in which you have interest.
Purpose. This fee reimburses us for administrative expenses related to the establishment and maintenance of your
account.
Mortality and Expense Risk Charge
Maximum Amount. 1.25% annually of your account value invested in the subaccounts. See “INCOME PHASE -
Charges Deducted.”
When/How. We deduct this charge daily from the subaccounts corresponding to the funds you select. We do not
deduct this charge from any fixed interest option. This charge is deducted during the accumulation phase and the
income phase.
Purpose. This charge compensates us for the mortality and expense risks we assume under the contracts. Namely:
•	Mortality risks are those risks associated with our promises to pay the death benefit available under the contract
	and to make lifetime income phase payments based on annuity rates specified in the contract; and
•	Expense risk is the risk that the actual expenses we incur under the contracts will exceed the maximum costs that
	we can charge.
If the amount we deduct for this charge is not enough to cover our mortality costs and expenses under the contracts,
we will bear the loss. We may use any excess to recover distribution costs relating to the contract and as a source of
profit. We expect to make a profit from this charge.
PRO.75998-13		14

Administrative Expense Charge
Maximum Amount. 0.25%. We may not impose this charge. We reserve the right, however, on 30 days’
notice, if allowed by your contract, to charge up to 0.25% annually of your daily net assets invested in the
subaccounts.
When/How. If imposed, we will deduct this charge daily from the subaccounts corresponding to the funds you
select. We do not deduct this charge from the fixed interest option. This charge may be assessed during the
accumulation phase and/or the income phase. If we are imposing this charge when you enter the income phase, the
charge will apply to you during the entire income phase.
Purpose. This charge helps defray the cost of providing administrative services under the contracts and in
relation to the separate account and subaccounts.
Fund Fees and Expenses
As shown in the fund prospectuses and described in the “FEE TABLE - Fund Fees and Expenses” section of this
prospectus, each fund deducts management/investment advisory fees from the amounts allocated to the fund. In
addition, each fund deducts other expenses, which may include service fees that may be used to compensate service
providers, including the Company and its affiliates, for administrative and contract holder services provided on
behalf of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, which is used to finance any
activity that is primarily intended to result in the sale of fund shares. Fund fees and expenses are deducted from the
value of the fund shares on a daily basis, which in turn affects the value of each subaccount that purchases fund
shares. Fund fees and expenses are one factor that impacts the value of a fund’s shares. To learn more about fund
fee and expenses, the additional factors that can affect the value of a fund’s shares and other important
information about the funds, refer to the fund prospectuses.
Less expensive share classes of the funds offered through this contract may be available for investment outside of
this contract. You should evaluate the expenses associated with the funds available through this contract before
making a decision to invest.
Revenue from the Funds
The Company may receive compensation from each of the funds or the funds’ affiliates. For certain funds, some of
this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees
deducted from fund assets are disclosed in the fund prospectuses. The Company may also receive additional
compensation from certain funds for administrative, recordkeeping or other services provided by the Company to
the funds or the funds’ affiliates. These additional payments may also be used by the Company to finance
distribution. These additional payments are made by the funds or the funds’ affiliates to the Company and do not
increase, directly or indirectly, the fund fees and expenses.
The amount of revenue the Company may receive from each of the funds or from the funds’ affiliates may be
substantial, although the amount and types of revenue vary with respect to each of the funds offered through the
contract. This revenue is one of several factors we consider when determining contract fees and charges and whether
to offer a fund through our contracts. Fund revenue is important to the Company’s profitability and it is
generally more profitable for us to offer affiliated funds than to offer unaffiliated funds.
Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC, ING Investments, LLC or
another Company affiliate, generate the largest dollar amount of revenue for the Company. Affiliated funds may
also be subadvised by a Company affiliate or by an unaffiliated third party. Assets allocated to unaffiliated funds,
meaning funds managed by an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue
for the Company. The Company expects to earn profit from this revenue to the extent it exceeds the Company’s
expenses, including the payment of sales compensation to our distributors.
PRO.75998-13	15

Revenue Received from Affiliated Funds. The revenue received by the Company from affiliated funds may be
deducted from fund assets and may include:
•	A share of the management fee;
•	Service fees;
•	For certain share classes, compensation paid from 12b-1 fees; and
•	Other revenues that may be based either on an annual percentage of average net assets held in the fund by the
	Company or a percentage of the fund’s management fees.
In the case of affiliated funds subadvised by unaffiliated third parties, any sharing of the management fee between
the Company and the affiliated investment adviser is based on the amount of such fee remaining after the
subadvisory fee has been paid to the unaffiliated subadviser. Because subadvisory fees vary by subadviser, varying
amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the Company. The
sharing of the management fee between the Company and the affiliated investment adviser does not increase,
directly or indirectly, fund fees and expenses. The Company may also receive additional compensation in the form
of intercompany payments from an affiliated fund’s investment advisor or the investment advisor’s parent in order
to allocate revenue and profits across the organization. The intercompany payments and other revenue received from
affiliated funds provide the Company with a financial incentive to offer affiliated funds through the contract rather
than unaffiliated funds.
Additionally, in the case of affiliated funds subadvised by third parties, no direct payments are made to the
Company or the affiliated investment adviser by the subadvisers. However, subadvisers may provide reimbursement
for employees of the Company or its affiliates to attend business meetings or training conferences.
Revenue Received from Unaffiliated Funds. Revenue received from each of the unaffiliated funds or their
affiliates is based on an annual percentage of the average net assets held in that fund by the Company. Some
or their affiliates pay us more than others and some of the amounts we receive may be significant.
The revenue received by the Company or its affiliates from unaffiliated funds may be deducted from fund assets and
may include:
•	Service Fees;
•	For certain share classes, compensation paid from 12b-1 fees; and
•	Additional payments for administrative, recordkeeping or other services which we provide to the funds or their
	affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses, periodic
	reports and proxy materials. These additional payments do not increase directly or indirectly the fees and
	expenses shown in each fund prospectus. These additional payments may be used by us to finance distribution
	of the contract.
As of the date of this prospectus, Fidelity Investments is the only unaffiliated fund family offered through this
prospectus. The Company receives more revenue from the affiliated funds than it does from the unaffiliated funds.
In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and
unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in
Company sales conferences or educational and training meetings. In relation to such participation, a fund’s
investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with
the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser
or affiliate may receive certain benefits and access opportunities to Company sales representatives and wholesalers
rather than monetary benefits. These benefits and opportunities include, but are not limited to: co-branded marketing
materials; targeted marketing sales opportunities, training opportunities at meetings, training modules for sales
personnel, and opportunities to host due diligence meetings for representatives and wholesalers.
Please note certain management personnel and other employees of the Company or its affiliates may receive a
portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. See
also “CONTRACT DISTRIBUTION.”
PRO.75998-13		16

Fund of Funds
Certain funds may be structured as “fund of funds”. These funds may have higher fees and expenses than a fund that
invests directly in debt and equity securities because they also incur the fees and expenses of the underlying funds in
which they invest. These funds are affiliated funds, and the underlying funds in which they invest may be affiliated
as well. The fund prospectuses disclose the aggregate annual operating expenses of each fund and its corresponding
underlying fund or funds. These funds are identified in the investment option list in the front of this prospectus.
Premium and Other Taxes
Maximum Amount. Some states and municipalities charge a premium tax on annuities. These taxes currently range
from 0% to 4%, depending upon the jurisdiction.
When/How. We reserve the right to deduct a charge for premium taxes from your account value or from purchase
payments to the account at any time, but not before there is a tax liability under state law. For example, we may
deduct a charge for premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes
in our income phase payment rates when you commence income phase payments.
We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an
expense in our income phase payment rates.
In addition, the Company reserves the right to assess a charge for any federal taxes due against the separate account.
See “TAX CONSIDERATIONS.”
YOUR ACCOUNT VALUE
During the accumulation phase, your account value at any given time equals:
•	The current dollar value of amounts held in the subaccounts, which takes into account investment performance,
	withdrawals and fees deducted from the subaccounts; plus
•	The current dollar value of amounts held in the Fixed Account, including interest to date.
Subaccount Accumulation Units. When you select a fund as an investment option, your account dollars invest in
“accumulation units” of the Variable Annuity Account B subaccount corresponding to that fund. The subaccount
invests directly in the fund’s shares. The value of your interest in a subaccount is expressed as the number of
accumulation units you hold multiplied by an “Accumulation Unit Value,” as described below, for each unit.
Accumulation Unit Value (AUV). The value of each accumulation unit in a subaccount is called the accumulation
unit value or AUV. The AUV varies daily in relation to the underlying fund’s investment performance. The value also
reflects deductions for fund fees and expenses, the mortality and expense risk charge and the administrative expense
charge (if any). We discuss these deductions in more detail in “FEE TABLE” and “FEES.”
Valuation. We determine the AUV every normal business day after the close of the New York Stock Exchange
(normally at 4:00 p.m. Eastern Time). At that time, we calculate the current AUV by multiplying the AUV last
calculated by the “net investment factor” of the subaccount. The net investment factor measures the investment
performance of the subaccount from one valuation to the next.
Current AUV = Prior AUV x Net Investment Factor
Net Investment Factor. The net investment factor for a subaccount between two consecutive valuations equals the
sum of 1.0000 plus the net investment rate.
Net Investment Rate. The net investment rate is computed according to a formula that is equivalent to the following:
•	The net assets of the fund held by the subaccount as of the current valuation; minus
•	The net assets of the fund held by the subaccount at the preceding valuation; plus or minus
•	Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability offset by
	foreign tax credits to the extent allowed); divided by
•	The total value of the subaccount’s units at the preceding valuation; minus
•	A daily deduction for the mortality and expense risk charge and the administrative expense charge, if any, and
	any other fees deducted daily from investments in the separate account. See “FEES.”
PRO.75998-13		17

The net investment rate may be either positive or negative.
Hypothetical Illustration. As a hypothetical illustration, assume that your initial purchase payment is $5,000 and
you direct us to invest $3,000 in Fund A and $2,000 in Fund B. Also assume that on the day we receive the purchase
payment, the applicable AUV’s after the next close of business of the New York Stock Exchange (normally at 4:00
p.m. Eastern Time) are $10 for Subaccount A and $25 for Subaccount B. Your account is credited with 300
accumulation units of Subaccount A and 80 accumulation units of Subaccount B.
	$5,000 Purchase Payment			Step 1: You make an initial purchase payment of $5,000.
	Step 1 ||
	ING Life Insurance and Annuity Company			Step 2:
				·	You direct us to invest $3,000 in Fund A. The purchase
					payment purchases 300 accumulation units of Subaccount
	Step 2 ||				A ($3,000 divided by the current $10 AUV).
	Variable Annuity Account B
	Subaccount A 300 accumulation units	Subaccount B 80 accumulation units	Etc.	·	You direct us to invest $2,000 in Fund B. The purchase
					payment purchases 80 accumulation units of Subaccount
					B ($2,000 divided by the current $25 AUV).
				Step 3: The separate account purchases shares of the
				applicable funds at the then current market value (net asset
	|| Step 3 ||			value or NAV).
	Mutual Fund A	Mutual Fund B
Each fund’s subsequent investment performance, expenses and charges, and the daily charges deducted from the
subaccount, will cause the AUV to move up or down on a daily basis.
Purchase Payments to Your Account. If all or a portion of the initial purchase payment is directed to the
subaccounts, it will purchase subaccount accumulation units at the AUV next computed after our acceptance of your
application as described in “Purchase and Rights.” Subsequent payments or transfers directed to the subaccounts will
purchase subaccount accumulation units at the AUV next computed following our receipt of the purchase payment or
transfer request in good order. The value of subaccounts may vary day to day.
TRANSFERS
During the accumulation phase, you may transfer amounts among the available subaccounts. Transfers from the Fixed
Account may be restricted as outlined in Appendix I, and the total number of investment options that you may select
during the accumulation period is limited. See “INVESTMENT OPTIONS - Limits on How Many Investment
Options You May Select.” The minimum transfer amount is $500. You may establish automated transfers of account
value. See “Dollar Cost Averaging.” Transfers must be made in accordance with the terms of your contract. You may
not make transfers once you enter the income phase. See “INCOME PHASE.”
Transfer Requests. Requests may be made in writing, by telephone or, where applicable, electronically.
Limits on Frequent or Disruptive Transfers
The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt
management of a fund and raise its expenses through:
•	Increased trading and transaction costs;
•	Forced and unplanned portfolio turnover;
•	Lost opportunity costs; and
•	Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract owners.
This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use
market-timing investment strategies or make frequent transfers should not purchase the contract.
PRO.75998-13					18

Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund variable
insurance and retirement products have adopted a common Excessive Trading Policy to respond to the demands of the
various fund families that make their funds available through our products to restrict excessive fund trading activity and
to ensure compliance with Rule 22c-2 of the 1940 Act.
We actively monitor fund transfer and reallocation activity within our variable insurance products to identify violations
of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and reallocation activity:
•	Meets or exceeds our current definition of Excessive Trading, as defined below; or
•	Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our variable
	insurance and retirement products.
We currently define “Excessive Trading” as:
•	More than one purchase and sale of the same fund (including money market funds) within a 60 calendar day period
	(hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means two or more round-
	trips involving the same fund within a 60 calendar day period would meet our definition of Excessive Trading; or
•	Six round-trips involving the same fund within a rolling twelve month period.
The following transactions are excluded when determining whether trading activity is excessive:
•	Purchases or sales of shares related to non-fund transfers (for example, new purchase payments, withdrawals and
	loans);
•	Transfers associated with scheduled dollar cost averaging, scheduled rebalancing, or scheduled asset allocation
	programs;
•	Purchases and sales of fund shares in the amount of $5,000 or less;
•	Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and movement
	between such funds and a money market fund; and
•	Transactions initiated by us, another member of the ING family of companies, or a fund.
If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, we will send them a letter warning that another sale of that same fund within 60 days of the
beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six month suspension of their
ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice Response Unit (VRU), telephone
calls to the ING Customer Service Center, or other electronic trading medium that we may make available from time to
time (“Electronic Trading Privileges”). Likewise, if we determine that an individual or entity has made five round-trips
involving the same fund within a rolling twelve month period, we will send them a letter warning that another purchase
and sale of that same fund within twelve months of the initial purchase in the first round-trip will be deemed to be
Excessive Trading and result in a suspension of their Electronic Trading Privileges. According to the needs of the
various business units, a copy of any warning letters may also be sent, as applicable, to the person(s) or entity
authorized to initiate fund transfers or reallocations, the agent/registered representative, or the investment adviser for
that individual or entity. A copy of the warning letters and details of the individual’s or entity’s trading activity may
also be sent to the fund whose shares were involved in the trading activity.
If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter stating
that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all fund
transfers or reallocations, not just those that involve the fund whose shares were involved in the activity that violated
our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via regular U.S. mail.
Suspension of Electronic Trading Privileges may also extend to products other than the product through which the
Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry only” privileges will
be permitted where and when possible. A copy of the letter restricting future transfer and reallocation activity to
regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent, as applicable, to the
person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered representative or investment
adviser for that individual or entity, and the fund whose shares were involved in the activity that violated our Excessive
Trading Policy.
Following the six month suspension period during which no additional violations of our Excessive Trading Policy are
identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer and
reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite suspension of
PRO.75998-13		19

Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month suspension period will
also result in an indefinite suspension of Electronic Trading Privileges.
We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or without
prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is disruptive or not
in the best interests of other owners of our variable insurance and retirement products, regardless of whether the
individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth above.
Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated
under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic
Trading Privileges or taking any other action provided for in our Excessive Trading Policy.
The Company does not allow exceptions to our Excessive Trading Policy. We reserve the right to modify our
Excessive Trading Policy, or the policy as it relates to a particular fund, at any time without prior notice, depending
on, among other factors, the needs of the underlying fund(s), the best interests of contract owners and fund investors,
and/or state or federal regulatory requirements. If we modify our policy, it will be applied uniformly to all contract
owners or, as applicable, to all contract owners investing in the underlying fund.
Our Excessive Trading Policy may not be completely successful in preventing market-timing or excessive trading
activity. If it is not completely successful, fund performance and management may be adversely affected, as noted
above.
Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement products
offered by us and/or the other members of the ING family of companies, either by prospectus or stated policy, has
adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of fund shares are subject
to acceptance or rejection by the underlying fund. We reserve the right, without prior notice, to implement fund
purchase restrictions and/or limitations on an individual or entity that the fund has identified as violating its
excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the corresponding
fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations (which may
include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future purchases of a
fund or all funds within a fund family) will be done in accordance with the directions we receive from the fund.
Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we have
entered into information sharing agreements with each of the fund companies whose funds are offered through the
contract. Contract owner trading information is shared under these agreements as necessary for the fund companies to
monitor fund trading and our implementation of our Excessive Trading Policy. Under these agreements, the Company
is required to share information regarding contract owner transactions, including but not limited to information
regarding fund transfers initiated by you. In addition to information about contract owner transactions, this information
may include personal contract owner information, including names and social security numbers or other tax
identification numbers.
As a result of this information sharing, a fund company may direct us to restrict a contract owner’s transactions if the
fund determines that the contract owner has violated the fund’s excessive/frequent trading policy. This could include
the fund directing us to reject any allocations of purchase payments or contract value to the fund or all funds within the
fund family.
Charges for Transfers. We currently do not charge for transfers.
Value of Your Transferred Dollars. The value of amounts transferred into or out of subaccounts will be based on the
subaccount unit values next determined after we receive your transfer request in good order at the address listed in
“CONTRACT OVERVIEW-Questions: Contacting the Company,” or, if you are participating in the dollar cost
averaging program, after your scheduled transfer.
Telephone and Electronic Transactions: Security Measures. To prevent fraudulent use of telephone and electronic
transactions (including, but not limited to, Internet transactions), we have established security procedures. These
include recording calls on our toll-free telephone lines and requiring use of a personal identification number (PIN) to
execute transactions. You are responsible for keeping your PIN and account information confidential. If we fail to
follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or
PRO.75998-13	20

other electronic transactions. We are not liable for losses resulting from following telephone or electronic instructions
we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.
Dollar Cost Averaging Program. Dollar cost averaging is an investment strategy whereby you purchase fixed dollar
amounts of an investment at regular intervals, regardless of price. Under this program a fixed dollar amount is
automatically transferred from one of your investment options to one or more of the subaccounts. Transfers from the
Fixed Account under the dollar cost averaging program may be restricted. (See APPENDIX I.) Dollar cost averaging
neither ensures a profit nor guarantees against loss in a declining market. You should consider your financial ability to
continue purchases through periods of low price levels. There is no additional charge for this program. For additional
information about this program, contact your local representative or call us at the number listed in “CONTRACT
OVERVIEW - Questions: Contacting the Company.” Subaccount reallocations or changes outside of the dollar cost
averaging may affect the program. Changes such as fund mergers, substitutions, or closures may also affect the
program.
WITHDRAWALS
			Taxes, Fees and Deductions
You may withdraw all or a portion of your account value at any time during			Amounts withdrawn may be
the accumulation phase.			subject to one or more of the
			following:
Steps for Making A Withdrawal. To make a withdrawal:			•	Early Withdrawal Charge
•	Select the withdrawal amount. You must properly complete a		•	(see “FEES - Early
	disbursement form and deliver it to our administrative service center at the			Withdrawal Charge”)
	address listed in “CONTRACT OVERVIEW – Questions: Contacting		•	Annual Maintenance Fee
	the Company”:			(see “FEES - Annual
	> Full Withdrawal: You will receive, reduced by any required tax, your			Maintenance Fee”)
	account value, minus any applicable early withdrawal charge,		•	Redemption Fees (See
	redemption fees, and annual maintenance fee; or			“FEES - Redemption Fees”)
	> Partial Withdrawal (Percentage or Specified Dollar Amount): You		•	Tax Penalty (see “TAX
				CONSIDERATIONS”)
	will receive, reduced by any required tax, the amount you specify,		•	Tax Withholding (see
	subject to the value available in your account. However, the amount			“TAX
	actually withdrawn from your account will be adjusted by any			CONSIDERATIONS”)
	applicable early withdrawal charge and redemption fees. See
	Appendix I for more information about withdrawals from the		To determine which may apply
	Fixed Account; and		to you, refer to the appropriate
•	Select investment options. If you do not specify, we will withdraw dollars		sections of this prospectus,
	from each investment option in which you have account value in the same		contact your local
	proportion as that value bears to your total account value; and		representative or call us at the
•	Properly complete a disbursement form and send it to the address listed in		number listed in “CONTRACT
	“CONTRACT OVERVIEW-Questions: Contacting the Company.”		OVERVIEW - Questions:
Calculation of Your Withdrawal. We determine your account value every			Contacting the Company.”
normal business day after the close of the New York Stock Exchange
(normally at 4:00 p.m. Eastern Time). We pay withdrawal amounts based on
your account value as of the next valuation after we receive a request for
withdrawal in good order at the address listed in “CONTRACT
OVERVIEW-Questions: Contacting the Company.”
Delivery of Payment. Payments for withdrawal requests will be made in accordance with SEC requirements.
Normally, your withdrawal amount will be sent no later than seven calendar days following our receipt of your
properly completed disbursement form in good order.
PRO.75998-13		21

Reinvesting a Full Withdrawal. Within 30 days after a full withdrawal, if allowed by law and the contract, you may
elect to reinvest all or a portion of the withdrawal. We must receive any reinvested amounts within 60 days of the
withdrawal. We reserve the right, however, to accept a reinvestment election received more than 30 days after the
withdrawal and accept proceeds received more than 60 days after the withdrawal. We will credit your account for the
amount reinvested based upon the subaccount values next computed following our receipt of your request and the
amount to be reinvested. We will credit the amount reinvested proportionally for annual maintenance fees and for
early withdrawal charges imposed at the time of withdrawal. We will deduct from the amount reinvested any annual
maintenance fee which fell due after the withdrawal and before the reinvestment. We will reinvest in the same
investment options and proportions in place at the time of withdrawal.
	SYSTEMATIC DISTRIBUTION OPTIONS
Features of a Systematic
Distribution Option	These options may be exercised at any time during the accumulation phase
A systematic distribution	of the contract.
option allows you to receive
regular payments from your	The following systematic distribution options may be available:
contract, without moving into	•	SWO - Systematic Withdrawal Option. SWO is a series of automatic
the income phase. By		partial withdrawals from your account based on a payment method you
remaining in the accumulation		select. Consider this option if you would like a periodic income while
phase, you retain certain rights		retaining investment flexibility for amounts accumulated in the
and investment flexibility not		account.; and
available during the income	•	Other Systematic Distribution Options. We may add additional
phase. Because the account		systematic distribution options from time to time. You may obtain
remains in the accumulation		additional information relating to any of the systematic distribution
phase, all accumulation phase		options from your local representative or by calling us at the number
charges continue to apply.		listed in “CONTRACT OVERVIEW - Questions: Contacting the
		Company.”
Systematic Distribution Option Availability. If allowed by applicable law, we may discontinue the availability of
one or more of the systematic distribution options for new elections at any time, and/or to change the terms of future
elections.
Eligibility for a Systematic Distribution Option. To determine if you meet the age and account value criteria and to
assess terms and conditions that may apply, contact your local representative or the Company at the number listed in
“CONTRACT OVERVIEW - Questions: Contacting the Company.”
Terminating a Systematic Distribution Option. You may revoke a systematic distribution option at any time by
submitting a written request to the address listed in “CONTRACT OVERVIEW-Questions: Contacting the
Company.” Once you revoke an option, you may not elect it again, until the next calendar year, nor may you elect
any other systematic distribution option that may be available, unless you are allowed under the Internal Revenue
Code of 1986, as amended (Tax Code).
Charges and Taxation. When you elect a systematic distribution option, your account value remains in the
accumulation phase and subject to the charges and deductions described in the “FEES” and “FEE TABLE”
sections. Taking a withdrawal under a systematic distribution option may have tax consequences. See “TAX
CONSIDERATIONS.”
PRO.75998-13		22

DEATH BENEFIT
		This section provides
During the Accumulation Phase		information about the death
		benefit during the
Who Receives the Death Benefit? If you would like certain individuals or		accumulation phase. For death
entities to receive a death benefit when it becomes payable, you may name		benefit information applicable
them as your beneficiaries. If you die and no beneficiary exists, the death		to the income phase, see
benefit will be paid in a lump sum to your estate.		“INCOME PHASE.”
Designating Your Beneficiary. You may designate a beneficiary on your
application or by contacting your local representative or us as indicated in		Terms to Understand:
		•	Annuitant(s): The
“CONTRACT OVERVIEW - Questions: Contacting the Company.”			person(s) on whose life
When is a Death Benefit Payable? During the accumulation phase a death			(lives) or life
benefit is payable when you, the contract holder, die.			expectancy(ies) the income
			phase payments are based.
Death Benefit Amount. The death benefit will equal your account value as		•	Beneficiary(ies): The
of the next time we value your account after the date on which we receive			person(s) or entity(ies)
proof of death and a payment request in a form acceptable to us. In addition			entitled to receive death
to this amount, some states require we pay interest on fixed interest options,			benefit proceeds under the
calculated from date of death at a rate specified by law.			contract.
		•	Claim Date: The date proof
Death Benefit - Methods of Payment			of death and the
			beneficiary’s right to receive
(For payment options during the income phase, see “INCOME PHASE.”)			the death benefit and
			election of a death benefit
If you die during the accumulation phase of your contract, the following			payment option are received
payment options are available to your beneficiary, if allowed by the Tax			in good order at our
Code:			administrative service
> Lump-sum payment; or			center. Please contact our
> Payment in accordance with any of the available income phase			administrative service center
payment plans. See “INCOME PHASE - Payment Plans.”			to learn what information is
			required for a request for
Payment of Death Benefit or Proceeds			payment of the death benefit
			to be in good order.
Subject to the conditions and requirements of state law, full payment of		•	Contingent
the death benefit or proceeds (“Proceeds”) to a beneficiary may be made			Beneficiary(ies): The
either into an interest bearing retained asset account that is backed by our			person(s) or entity(ies)
general account or by check. For additional information about the payment			entitled to receive death
options available to you, please refer to your claim forms or contact us at the			benefit proceeds under the
address shown in “CONTRACT OVERVIEW – Questions: Contacting the			contract.
Company.” Beneficiaries should carefully review all settlement and payment
options available under the contract and are encouraged to consult with a
financial professional or tax adviser before choosing a settlement or payment
option.
The Retained Asset Account. The retained asset account, known as the ING Personal Transition Account, is an
interest bearing account backed by our general account. The retained asset account is not guaranteed by the
Federal Deposit Insurance Corporation (“FDIC”). Beneficiaries that receive their payment through the retained
asset account may access the entire Proceeds in the account at any time without penalty through a draftbook feature.
The Company seeks to earn a profit on the account, and interest credited on the account may vary from time to time
but will not be less than the minimum rate stated in the supplemental contract delivered to the beneficiary together
with the paperwork to make a claim to the Proceeds. Interest earned on the Proceeds in the account may be less than
could be earned if the Proceeds were invested outside of the account. Likewise, interest credited on the Proceeds in
the account may be less than under other settlement or payment options available through the contract.
PRO.75998-13	23

The following options are also available, however, the Tax Code limits how long the death benefit proceeds may be
left in these options:
•	Leave the account value invested in the contract; or
•	Leave the account value on deposit in the Company’s general account, and receive monthly, quarterly, semi-
	annual or annual interest payments at the interest rate then being credited on such deposits. Your beneficiary
	can withdraw the balance on deposit at any time or request to receive payment in accordance with any of the
	available income phase payment plans. See “INCOME PHASE - Payment Plans.”
Steps Required for Death Benefits to be Paid to Your Beneficiary:
•	You must have designated a beneficiary(ies) for your contract;
•	Your beneficiary or someone on their behalf must provide us with proof of your death acceptable to us; and
•	Your beneficiary must elect one of the payment options available under the contract.
We will not pay any death proceeds until the beneficiary elects a method of payment. Prior to the election of a
payment method by the beneficiary, the account value will remain in the account and continue to be affected by the
investment performance of the investment option(s) selected. The beneficiary will have the right to allocate or
transfer amounts among available investment options. (Limitations may apply to transfers from the Fixed Account -
see Appendix I.)
We will mail payment to the beneficiary within seven calendar days after we receive proof of death and an election
of the method of payment acceptable to us.
Taxation. In general, payments received by your beneficiary after your death are taxed to the beneficiary in the
same manner as if you had received those payments. Additionally, your beneficiary may be subject to tax penalties
if he or she does not begin receiving death benefit payments within the time frame required by the Tax Code. See
“TAX CONSIDERATIONS.”
INCOME PHASE
			We may have used the
During the income phase you stop contributing dollars to your account and			following terms in prior
start receiving payments from your accumulated account value.			prospectuses:
			• Annuity Phase - Income
Initiating Payments. At least 30 days before the date you want to start			Phase
receiving income phase payments, you must notify us in writing of all of the			• Annuity Option - Income
following:			Phase Payment Option
•	Payment start date;		• Annuity Payment - Income
•	Income phase payment option (see the payment options table in this		Phase Payment
	section);		• Annuitization - Initiating
•	Payment frequency (i.e. monthly, quarterly, semi-annually or annually);		Income Phase Payments
•	Choice of fixed or variable payments or a combination of fixed and
	variable payments; and
•	Selection of an assumed net investment rate (only if variable payments are
	elected).
Your account will continue in the accumulation phase until you properly initiate income phase payments. Once an
income phase payment option is selected, it may not be changed.
What Affects Payment Amounts? Some of the factors that may affect the amount of your income phase payments
include your age, gender, account value, the income phase payment option selected, the number of guaranteed
payments (if any) selected, and whether you select fixed, variable or a combination of both fixed and variable
payments, and, for variable payments, the assumed net investment rate selected.
Fixed Payments. Amounts funding fixed income phase payments will be held in the Company’s general account. The
amount of fixed payments does not vary with investment performance over time.
Variable Payments. Amounts funding your variable income phase payments will be invested in subaccount(s) you
select. Subaccounts available during the accumulation phase may not be available during the income phase. Currently,
PRO.75998-13		24

the ING Balanced Portfolio, ING Intermediate Bond Portfolio and ING Growth and Income Portfolio are the only
subaccounts available during the income phase. For variable payments, you must also select an assumed net
investment rate.
Assumed Net Investment Rate. If you select variable income phase payments, you must also select an assumed net
investment rate of either 5% or 3.5%. If you select a 5% rate, your first payment will be higher, but subsequent
payments will increase only if the investment performance of the subaccounts you selected is greater than 5%
annually, after deduction of fees. Payment amounts will decline if the investment performance is less than 5%, after
deduction of fees.
If you select a 3.5% rate, your first income phase payment will be lower and subsequent payments will increase more
rapidly or decline more slowly depending upon changes to the net investment performance of the subaccounts you
selected. For more information about selecting an assumed net investment rate, call us for a copy of the SAI. See
“CONTRACT OVERVIEW - Questions: Contacting the Company.”
Minimum Payment Amounts. The income phase payment option you select must result in:
•	A first income phase payment of at least $20; or
•	Total yearly income phase payments of at least $100.
If your account value is too low to meet these minimum payment amounts you will receive one lump-sum payment.
Restrictions on Start Dates and the Duration of Payments. When income phase payments start, the age of the
annuitant plus the number of years for which payments are guaranteed may not exceed 95.
Income phase payments will not begin until you have selected an income phase payment option. Failure to select an
income phase payment option may have adverse tax consequences. You should consult with a qualified tax adviser if
you are considering this course of action.
Charges Deducted. When you select an income payment phase option (one of the options listed in the tables
immediately below), a mortality and expense risk charge, consisting of a daily deduction of 1.25% on an annual
basis, will be deducted from amounts held in the subaccounts. This charge compensates us for mortality and expense
risks we assume under variable income phase payout options and is applicable to all variable income phase payout
options, including variable nonlifetime options under which we do not assume mortality risk. In this situation, this
charge will be used to cover expenses. Although we expect to make a profit from this fee, we do not always do so.
For variable options under which we do not assume a mortality risk, we may make a larger profit than under other
options. We may also deduct a daily administrative charge of 0.25% annually from amounts held in the subaccounts.
Death Benefit During the Income Phase. The death benefits that may be available to a beneficiary are outlined in
the income phase payment option table below. If a lump-sum payment is due as a death benefit, we will make
payment within seven calendar days after we receive proof of death acceptable to us and the request for payment in
good order at the address listed in “CONTRACT OVERVIEW-Questions: Contacting the Company.” If the
continuing income phase payments are elected, the beneficiary may not elect to receive a lump-sum at a future date
unless the income phase payment option specifically allows a withdrawal right. We will calculate the value of any
death benefit at the next valuation after we receive proof of death and a request for payment. Such value will be
reduced by any payments we made after the date of death.
Payment of Death Benefit or Proceeds. Subject to the conditions and requirements of state law, full payment of
the death benefit or proceeds (“Proceeds”) to a beneficiary may be made either into an interest bearing retained asset
account that is backed by our general account or by check. For additional information about the payment options
available to you, please refer to your claim forms or contact us at the address shown in “CONTRACT OVERVIEW
– Questions: Contacting the Company.” Beneficiaries should carefully review all settlement and payment options
available under the contract and are encouraged to consult with a financial professional or tax adviser before choosing
a settlement or payment option. See “DEATH BENEFIT – The Retained Asset Account” for more information
about the retained asset account.
Partial Entry into the Income Phase. You may elect an income phase payment option for a portion of your account
dollars, while leaving the remaining portion invested in the accumulation phase. Consult a tax adviser before electing
this option. The same or a different income phase payment option may be selected for the portion left invested in the
accumulation phase. See TAX CONSIDERATIONS – Taxation of Income Phase Annuity Payments.
PRO.75998-13		25

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by the Tax
Code. Additionally, when selecting an income phase payment option, the Tax Code requires that your expected
payments will not exceed certain durations. See “TAX CONSIDERATIONS” for additional information.
Income Phase Payment Options
The following table lists the income phase payment options and accompanying death benefits available during the
income phase. We may offer additional income phase payment options under the contract from time to time.
Once income phase payments begin, the income phase payment option selected may not be changed.
Terms to understand:
•Annuitant(s): The person(s) on whose life expectancy(ies) the income phase payments are based; and
•Beneficiary(ies): The person(s) or entity(ies) entitled to receive a death benefit under the contract.
Lifetime Income Phase Payment Options
	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be
Life Income	made if the annuitant dies prior to the second payment’s due date.
	Death Benefit - None: All payments end upon the annuitant’s death.
	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your choice
	of 5, 10, 15 or 20 years or as otherwise specified in the contract.
Life Income -	Death Benefit - Payment to the Beneficiary: If the annuitant dies before we have made all the
Guaranteed	guaranteed payments, we will continue to pay the beneficiary the remaining guaranteed payments
Payments*	unless the beneficiary elects to receive a lump-sum payment equal to the present value of the
	remaining guaranteed payments.
	Length of Payments: For as long as either annuitant lives. It is possible that only one payment will
	be made if both annuitants die before the second payment’s due date.
	Continuing Payments:
Life Income - Two	• When you select this option you choose for 100%, 66 2/3% or 50% of the payment to continue to
Lives	the surviving annuitant after the first death; or
	• 100% of the payment to continue to the annuitant on the second annuitant’s death, and 50% of the
payment will continue to the second annuitant on the annuitant’s death.
	Death Benefit - None: All payments end upon the death of both annuitants.
	Length of Payments: For as long as either annuitant lives, with payments guaranteed for a
	minimum of 120 months.
Life Income - Two	Continuing Payments: 100% of the payment will continue to the surviving annuitant after the first
Lives with	death.
Guaranteed	Death Benefit - Payment to the Beneficiary: If both annuitants die before the guaranteed
Payments*	payments have all been paid, we will continue to pay the beneficiary the remaining guaranteed
	payments, unless the beneficiary elects to receive a lump-sum payment equal to the present value of
	the remaining guaranteed payments.
Nonlifetime Income Phase Payment Options
	Length of Payment: You may select payments for 3-30 years. In certain cases a lump-sum payment
	may be requested at any time. (see below)
Nonlifetime-	Death Benefit - Payment to the Beneficiary: If the annuitant dies before we make all the
Guaranteed	guaranteed payments, we will continue to pay the beneficiary the remaining guaranteed payments,
Payments*	unless the beneficiary elects to receive a lump-sum payment equal to the present value of the
	remaining guaranteed payments.
*Guaranteed period payments may not extend beyond the shorter of your life expectancy or until your age 95.
Lump-Sum Payment: If the Nonlifetime - Guaranteed Payments option is elected with variable payments, you may
request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. Any
such lump-sum payment will be treated as a withdrawal during the accumulation phase and if the election is made
during the early withdrawal charge period we will charge the applicable early withdrawal charge. If the early
withdrawal charge is based on completed purchase payment periods, each year that passes after income payments
have begun is treated as a completed purchase payment period even though no additional purchase payments have
been made. See “FEES - Early Withdrawal Charge.” We will send lump-sum payments within seven calendar
days after we receive the request for payment in good order at the address listed in “CONTRACT OVERVIEW-
Questions: Contacting the Company.”
PRO.75998-13	26

Calculation of Lump-Sum Payments: If a lump-sum payment is available under the income phase payment options
above, the rate used to calculate the present value for the remaining guaranteed payments is the same rate we used to
calculate the income phase payments (i.e. the actual fixed rate used for the fixed payments or the 3.5% or 5%
assumed net investment rate used for variable payments).
TAX CONSIDERATIONS
			In this Section:
Introduction
The contract described in this prospectus is designed to be treated as an			· Introduction;
annuity for U.S. federal income tax purposes. This section discusses our			· Taxation of Nonqualified
understanding of current federal income tax laws affecting the contract. The
U.S. federal income tax treatment of the contract is complex and sometimes			Contracts;
uncertain. You should keep the following in mind when reading this section:
·	Your tax position (or the tax position of the designated beneficiary, as		· Possible Changes in
	applicable) may influence the federal taxation of amounts held or paid out		Taxation; and
	under the contract;
·	Tax laws change. It is possible that a change in the future could affect		· Taxation of the Company.
	contracts issued in the past, including the contract described in this
	prospectus;		When consulting a qualified
·	This section addresses some, but not all, applicable federal income tax		tax adviser, be certain that he
			or she has expertise in the Tax
	rules and does not discuss federal estate and gift tax implications, state		Code sections applicable to
	and local taxes or any other tax provisions; and		your tax concerns.
·	No assurance can be given that the IRS would not assert, or that a court
	would not sustain, a position contrary to any of those set forth below.
We do not intend this information to be tax advice. No attempt is made to provide more than a general
summary of information, and the Tax Code may contain other restrictions and conditions that are not
included in this summary. You should consult with a qualified tax adviser for advice about the effect of
federal income tax laws, state tax laws or any other tax laws affecting the contract or any transactions
involving the contract.
Nonqualified Contracts. The contracts described in this prospectus may be purchased on a non-tax qualified
basis (“nonqualified contracts”). Nonqualified contracts are not related to retirement plans that receive special income
tax treatment under the Tax Code. Rather, they are purchased with after- tax contributions and are purchased to save
money for retirement in exchange for with the right to receive annuity payments for either a specified period of time or
over a lifetime.
Taxation of Nonqualified Contracts
Taxation of Gains Prior to Distribution.
General. Tax Code section 72 governs the general federal income taxation of annuity contracts in general. We believe
that if the contract owner is a natural person (in other words, an individual), the contract owner will generally not be
taxed on increases in the value of his or her nonqualified contract until a distribution occurs or until income phase
annuity payments begin. This assumes that the contract will qualify as an annuity contract for federal income tax
purposes. For these purposes, the agreement to assign or pledge any portion of the contract’s account value generally
will be treated as a distribution. In order to be eligible to receive deferral of taxation on increases in the account value,
each of the following requirements must be satisfied:
·	Diversification. Tax Code section 817(h) requires that in a nonqualified contract the investments of the funds be
	“adequately diversified” in accordance with Treasury Regulations in order for the contract to qualify as an annuity
	contract under federal tax law. The separate account, through the funds, intends to comply with the diversification
	requirements prescribed by Tax Code section 817(h) and by the Treasury in Reg. Sec. 1.817-5, which affects how
	the funds’ assets may be invested. If it is determined, however, that your contract does not satisfy the applicable
	diversification requirements and rulings because a subaccount’s corresponding fund fails to be adequately
PRO.75998-13		27

	diversified for whatever reason, we will take appropriate steps to bring your contract into compliance with such
	regulations and rulings, and we reserve the right to modify your contract as necessary to do so;
·	Investor Control. Although earnings under nonqualified contracts generally are not taxed until withdrawn, the
	Internal Revenue Service (“IRS”) has stated in published rulings that a variable contract owner will be considered
	the owner of separate account assets if the contract owner possesses incidents of investment control over such
	assets. In these circumstances, income and gains from the separate account assets would be currently includible in
	the variable contract owner’s gross income. Future guidance regarding the extent to which contract owners could
	direct their investments among subaccounts without being treated as owners of the underlying assets of the separate
	account may adversely affect the tax treatment of existing contracts, such as the contract described in this
	prospectus. The Company therefore reserves the right to modify the contracts as necessary to attempt to prevent
	the contract holder from being considered the federal tax owner of a pro rata share of the assets of the separate
	account;
·	Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the Tax
	Code requires any nonqualified contract to contain certain provisions specifying how your interest in the contract
	will be distributed in the event of your death. The nonqualified contracts contain provisions that are intended to
	comply with these Tax Code requirements, although no regulations interpreting these requirements have yet been
	issued. When such requirements are clarified by regulation or otherwise, we intend to review such distribution
	provisions and modify them if necessary to assure that they comply with the applicable requirements;
·	Non-Natural Holders of a Nonqualified-Qualified Contract. If the contract owner of a nonqualified
	contract is not a natural person, the contract generally is not treated as an annuity for federal income tax purposes
	and any such the income on such contract for the applicable taxable year is currently taxable as ordinary income.
	Income on the contract during the taxable year is equal to any increase in the account contract value over the
	“investment in the contract” (generally, the purchase payments or other consideration you paid for the contract, less
	any nontaxable withdrawals) during the taxable year. There are some exceptions to this rule, and a non-natural
	person considering an investment in the contract should consult with a qualified its tax adviser prior to purchasing
	the contract. When the contract owner is not a natural person and the primary annuitant dies, the same rules apply
	on the death of the primary annuitant as outlined above for the death of a contract owner. When the contract owner
	is a non-natural person, a change in the annuitant is treated as the death of the contract owner; and <
·	Delayed Income Phase Annuity Starting Date. If the contract’s income phase annuity starting date occurs (or is
	scheduled to occur) at a time when the annuitant has reached, or will have reached, an advanced age (e.g., after age
	95), it is possible that the contract would not be treated as an annuity for federal income tax purposes. In that
	event, the income and gains under such the contract could be currently includible in your income.
Taxation of Distributions
General. When a withdrawal from a nonqualified contract occurs, the amount received will be treated as ordinary
income subject to federal income tax up to an amount equal to the excess (if any) of the contract value (unreduced by
the amount of any early withdrawal surrender charge) immediately before the distribution over the contract owner’s
investment in the contract at such that time. Investment in the contract is generally equal to the amount of all purchase
payments to the contract, plus amounts previously included in your taxable gross income as the result of certain loans,
assignments or gifts, less the aggregate amount of non-taxable distributions previously made.
In the case of a surrender under a nonqualified contract, the amount received generally will be taxable only to the extent
it exceeds the contract owner’s investment in the contract (cost basis).
10% Penalty Tax. A distribution from a nonqualified contract may be subject to a federal tax penalty equal to 10% of
the amount treated as income. In general, however, there is no penalty on distributions:
·	Made on or after the taxpayer reaches age 59½;
·	Made on or after the death of a contract owner (the annuitant if the contract owner is a non-natural person);
·	Attributable to the taxpayer’s becoming disabled as defined in the Tax Code;
·	Made as part of a series of substantially equal periodic payments (at least annually) over your life or life
	expectancy or the joint lives or joint life expectancies of you and your designated beneficiary; or
·	The distribution is allocable to investment in the contract before August 14, 1982.
The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the
exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.
PRO.75998-13		28

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment or annuity
contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in the old contract
will carry over to the new contract. You should consult with your tax advisor regarding procedures for making section
1035 exchanges.
If your contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that was
purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax purposes,
as coming:
·	First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into the
	contract;
·	Next, from any “income on the contract” attributable to the investment made prior to August 14, 1982;
·	Then, from any remaining “income on the contract;” and
·	Lastly, from any remaining “investment in the contract.”
The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another
contract will be tax-free. Pursuant to IRS guidance, receipt of partial withdrawals or, surrenders from either the original
contract or the new contract during the 180 day period beginning on the date of the partial exchange may retroactively
negate the partial exchange. If the partial exchange is retroactively negated, the partial withdrawal or surrender of the
original contract will be treated as a withdrawal, taxable as ordinary income to the extent of gain in the original contract
and, if the partial exchange occurred prior to you reaching age 59½ , may be subject to an additional 10% tax penalty.
We are not responsible for the manner in which any other insurance company, for tax reporting purposes, or the IRS,
with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise you to discuss
any proposed 1035 exchange or subsequent distribution within 180 days of a partial exchange with your tax advisor
prior to proceeding with the transaction.
Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option elected under
an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary
income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow
you to recover your investment in the contract ratably on a tax-free basis over the expected stream of annuity payments,
as determined when annuity payments start. Once your investment in the contract has been fully recovered, however,
the full amount of each subsequent annuity payment is subject to tax as ordinary income.
On September 27, 2010, President Obama signed into law the Small Business Jobs Act of 2010 which included
language that permits the partial annuitization of non-qualified annuities, effective for amounts received in taxable years
beginning after December 31, 2010. The provision applies an exclusion ratio to any amount received as an annuity
under a portion of an annuity provided that the annuity payments are made for a period of 10 years or more or for life.
Please consult your tax adviser before electing a partial annuitization.
Death Benefits. Amounts may be distributed from a contract because of your death or the death of the annuitant.
Generally, such amounts are includible in the income of the recipient as follows:
·	If distributed in a lump sum, they are taxed in the same manner as a surrender of the contract, or
·	If distributed under a payment option, they are taxed in the same way as annuity payments.
Special rules may apply to amounts distributed after a Beneficiary has elected to maintain contract value and receive
payments.
Different distribution requirements apply if your death occurs:
·	After you begin receiving annuity payments under the contract; or
·	Before you begin receiving such distributions.
If your death occurs after you begin receiving annuity payments, distributions must be made at least as rapidly as under
the method in effect at the time of your death.
PRO.75998-13		29

If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within
five years after the date of your death. For example, if you died on September 1, 2013, your entire balance must be
distributed by August 31, 2018. However, if distributions begin within one year of your death, then payments may be
made over one of the following timeframes:
·	Over the life of the designated beneficiary; or
·	Over a period not extending beyond the life expectancy of the designated beneficiary.
If the designated beneficiary is your spouse, the contract may be continued with the surviving spouse as the new
contract owner. If the contract owner is a non-natural person and the primary annuitant dies, the same rules apply on
the death of the primary annuitant as outlined above for the death of a contract owner.
The contract offers a death benefit that may exceed the greater of the purchase payments and the contract value.
Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion thereof)
could be treated for federal tax purposes as a distribution from the contract.
Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a nonqualified contract, the
selection of certain annuity dates, or the designation of an annuitant or payee other than an owner may result in certain
tax consequences to you that are not discussed herein. The assignment, pledge or agreement to assign or pledge any
portion of the contract value generally will be treated as a distribution. Anyone contemplating any such transfer,
pledge, assignment, or designation or exchange, should consult a tax adviser regarding the potential tax effects of such a
transaction.
Immediate Annuities. Under section 72 of the Tax Code, an immediate annuity means an annuity:
·	Which is purchased with a single purchase payment;
·	With annuity payments starting within one year from the date of purchase; and
·	Which provides a series of substantially equal periodic payments made annually or more frequently.
While this contract is not designed as an immediate annuity, treatment as an immediate annuity would have
significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-natural
persons, and for certain exchanges.
Multiple Contracts. Tax laws require that all nonqualified deferred annuity contracts that are issued by a company or
its affiliates to the same contract owner during any calendar year be treated as one annuity contract for purposes of
determining the amount includible in gross income under Tax Code section 72(e). In addition, the Treasury Department
has specific authority to issue regulations that prevent the avoidance of Tax Code section 72(e) through the serial
purchase of annuity contracts or otherwise.
Withholding. We will withhold and remit to the IRS a part of the taxable portion of each distribution made under a
contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any
amounts withheld. Withholding is mandatory, however, if the distributee fails to provide a valid taxpayer identification
number or if we are notified by the IRS that the taxpayer identification number we have on file is incorrect. The
withholding rates applicable to the taxable portion of periodic annuity payments are the same as the withholding rates
generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-
periodic payments. Regardless of whether you elect to have federal income tax withheld, you are still liable for
payment of federal income tax on the taxable portion of the payment.
Certain states have indicated that state income tax withholding will also apply to payments from the contracts made to
residents. Generally, an election out of federal withholding will also be considered an election out of state withholding.
In some states, you may elect out of state withholding, even if federal withholding applies. If you need more
information concerning a particular state or any required forms, please contact our Customer Contact Center.
If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code section
1441 based on the individual’s citizenship, the country of domicile and treaty status, and we may require additional
documentation prior to processing any requested transaction.
PRO.75998-13		30

Same-Sex Marriages
Pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex marriages currently are not
recognized for purposes of federal law. Therefore, the favorable income-deferral options afforded by federal tax law
to an opposite-sex spouse under Tax Code sections 72(s) and 401(a)(9) are currently NOT available to a same-sex
spouse. Same-sex spouses who own or are considering the purchase of annuity products that provide benefits based
upon status as a spouse should consult a tax advisor. In some states, to the extent that an annuity contract accords to
spouses other rights or benefits that are not affected by DOMA, same-sex spouses remain entitled to such rights or
benefits to the same extent as any contract holder’s spouse.
Possible Changes in Taxation
Although the likelihood of changes in tax legislation, regulation, rulings and other interpretation thereof is uncertain,
there is always the possibility that the tax treatment of the contracts could change by legislation or other means. It is
also possible that any change could be retroactive (that is, effective before the date of the change). You should consult
a qualified tax adviser with respect to legislative developments and their effect on the contract.
Taxation of the Company
We are taxed as a life insurance company under the Tax Code. The separate account is not a separate entity from us.
Therefore, it is not taxed separately as a “regulated investment company” but is taxed as part of the Company.
We automatically apply investment income and capital gains attributable to the separate account to increase reserves
under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will not
be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In addition, any
foreign tax credits attributable to the separate account will be first used to reduce any income taxes imposed on the
separate account before being used by the Company.
In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account
and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their
interpretation thereof may result in our being taxed on income or gains attributable to the separate account. In this case
we may impose a charge against the separate account (with respect to some or all of the contracts) to set aside
provisions to pay such taxes. We may deduct this amount from the separate account, including from your contract
value invested in the subaccounts.
CONTRACT DISTRIBUTION
General. The Company’s subsidiary, ING Financial Advisers, LLC, serves as the principal underwriter for the
contracts. ING Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with
the SEC. ING Financial Advisers, LLC is also a member of the Financial Industry Regulatory Authority (“FINRA”)
and the Securities Investor Protection Corporation (“SIPC”). ING Financial Advisers, LLC’s principal office is
located at One Orange Way, Windsor, Connecticut 06095-4774.
We sell the contracts through licensed insurance agents who are registered representatives of broker-dealers that have
entered into selling agreements with ING Financial Advisers, LLC. We refer to these broker-dealers as “distributors.”
The following distributors are affiliated with the company and have entered into selling agreements with ING
Financial Advisers, LLC or the sale of our variable annuity contracts:
•	ING Financial Partners, Inc; and
•	Systematized Benefits Administrators, Inc.
Registered representatives of distributors who solicit sales of the contracts typically receive a portion of the
compensation paid to the distributor in the form of commissions or other compensation, depending upon the
agreement between the distributor and the registered representative. This compensation, as well as other incentives
or payments, is not paid directly by contract holders or the separate account, but instead is paid by us through ING
Financial Advisers, LLC. We intend to recoup this compensation and sales expenses paid to distributors through fees
and charges imposed under the contracts.
PRO.75998-13		31

Occasionally, ING Financial Advisers, LLC may enter into arrangements with independent entities to help find
broker-dealers or banks interested in distributing the contract or to provide training, marketing and other sales-related
functions, or administrative services. We will reimburse such entities for expenses related to and may pay fees to
such entities in return for these services.
ING Financial Advisers, LLC may also contract with independent third party broker-dealers who will act as
wholesalers by assisting us in selecting broker-dealers or banks interested in acting as distributors. These wholesalers
may also provide training, marketing and other sales related functions to the distributors and may provide certain
administrative services in connection with the contract. ING Financial Advisers, LLC may pay such wholesalers
compensation based upon purchase payments to contracts purchased through distributors that they select.
ING Financial Advisers, LLC may also designate third parties to provide services in connection with the contracts
such as reviewing applications for completeness and compliance with insurance requirements and providing the
distributors with approved marketing material, prospectuses or other supplies. These parties may also receive
payments for their services based upon purchase payments. ING Financial Advisers, LLC will pay all costs and
expenses related to these services.
Compensation Arrangements. Registered representatives who offer and sell the contracts may be paid a
commission. The maximum percentage amount that may be paid with respect to a given purchase payment is 2.75%.
We may also pay asset-based compensation up to 0.10%. In addition, we may pay ongoing annual compensation of
up to 40% of the commissions paid during the year in connection with certain premium received during that year, if
the registered representative attains a certain threshold of sales of Company contracts. Individual registered
representatives may receive all or a portion of compensation paid to their distributor, depending upon the firm’s
practices. Commissions and annual payments, when combined, could exceed 2.75% of total premium payments. To
the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may also pay or allow
other promotional incentives or payments in the form of cash payments or other compensation to distributors, which
may require the registered representative to attain a certain threshold of sales of Company products.
We may also enter into special compensation arrangements with certain distributors based on those firms’ aggregate
or anticipated assets under management, sales of the contracts or other criteria. These arrangements may include
commission specials, in which additional commissions may be paid in connection with premium payments received
for a limited time period, within the maximum 2.75% commission rate noted above. These special compensation
arrangements will not be offered to all distributors, the terms of such arrangements may differ among distributors
based on various factors, and may be limited only to ING Financial Partners, Inc. and other distributors affiliated with
the Company. Any such compensation payable to a distributor will not result in any additional direct charge to you
by us.
Some sales personnel may receive various types of non-cash compensation as special sales incentives, including trips,
and we may also pay for some sales personnel to attend educational and/or business seminars. Any such
compensation will be paid in accordance with SEC and FINRA rules. Management personnel of the Company, and
of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds
advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain
management personnel, including sales management personnel, may be enhanced if the overall amount of
investments in the contracts and other products issued or advised by the Company or its affiliates increases over time.
Certain sales management personnel may also receive compensation that is a specific percentage of the commissions
paid to distributors or of purchase payments received under the contracts.
In addition to direct cash compensation for sales of contracts described above, through ING Financial Advisers, LLC
we may also pay distributors additional compensation or reimbursement of expenses for their efforts in selling
contracts to you and other customers. These amounts may include:
•	Marketing/distribution allowances that may be based on the percentages of purchase payments received, the
	aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated insurance
	products issued by the Company and/or its affiliates during the year;
•	Loans or advances of commissions in anticipation of future receipt of purchase payments (a form of lending to
	registered representatives). These loans may have advantageous terms, such as reduction or elimination of the
	interest charged on the loan and/or forgiveness of the principal amount of the loan, which may be conditioned on
	sales;
PRO.75998-13		32

•	Education and training allowances to facilitate our attendance at certain educational and training meetings to
	provide information and training about our products. We also hold training programs from time to time at our
	own expense;
•	Sponsorship payments or reimbursements for distributors to use in sales contests and/or meetings for their
	registered representatives who sell our products. We do not hold contests based solely on sales of this product;
•	Certain overrides and other benefits that may include cash compensation based on the amount of earned
	commissions, representative recruiting or other activities that promote the sale of contracts; and
•	Additional cash or noncash compensation and reimbursements permissible under existing law. This may include,
	but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and tickets to sporting
	events, client appreciation events, business and educational enhancement items, payment for travel expenses
	(including meals and lodging) to pre-approved training and education seminars, and payment for advertising and
	sales campaigns.
We pay dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits and the costs of all
other incentives or training programs from our resources, which include the fees and charges imposed under the
contracts.
The following is a list of the top 25 distributors that, during 2012, received the most compensation, in the aggregate,
from us in connection with the sale of registered variable annuity contracts issued by the Company, ranked by total
dollars received:
· ING Financial Partners, Inc.		· NFP Securities, Inc.
· Symetra Investment Services, Inc.		· Morgan Keegan and Company, Inc.
· LPL Financial Corporation		· Securities America, Inc.
· American Portfolios Financial Services, Inc.		· Cadaret, Grant & Co., Inc.
· MetLife Securities, Inc.		· Tower Square Securities, Inc.®
· Cetera Financial Group		· NIA Securities, L.L.C
· Morgan Stanley Smith Barney LLC		· RBC Capital Markets, LLC
· Lincoln Financial Advisors Corporation		· Woodbury Financial Services, Inc.
· Financial Telesis Inc./Jhw Financial Services Inc.		· National Planning Corporation
· Walnut Street Securities, Inc.®		· Merrill Lynch, Pierce, Fenner & Smith Incorporated
· PlanMember Securities Corporation		· PFS Investments Inc.
· Northwestern Mutual Investment Services, LLC		· First Allied Securities, Inc.
· Royal Alliance Associates, Inc.
This is a general discussion of the types and levels of compensation paid by us for the sale of our variable annuity
contracts. It is important for you to know that the payment of volume or sales-based compensation to a distributor or
registered representative may provide that registered representative a financial incentive to promote our contracts
and/or services over those of another Company, and may also provide a financial incentive to promote one of our
contracts over another.
Third Party Compensation Arrangements. Please be aware that:
•	The Company may seek to promote itself and the contracts by sponsoring or contributing to events sponsored by
	various associations, professional organizations and labor organizations; and
•	The Company may make payments to associations and organizations, including labor organizations, which
	endorse or otherwise recommend the contracts to their membership. If an endorsement is a factor in your
	contract purchasing decision, more information on the payment arrangement, if any, is available upon your
	request.
PRO.75998-13		33

OTHER TOPICS
Anti-Money Laundering
In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have
adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act and other current
anti-money laundering laws. Among other things, this program requires us, our agents and customers to comply with
certain procedures and standards that will allow us to verify the identity of the sponsoring organization and that
contributions and loan repayments are not derived from improper sources.
Under our anti-money laundering program, we may require customers, and/or beneficiaries to provide sufficient
evidence of identification, and we reserve the right to verify any information provided to us by accessing information
databases maintained internally or by outside firms.
We may also refuse to accept certain forms of payments or loan repayments (traveler’s cheques, cashier's checks,
bank drafts, bank checks and treasurer's checks, for example) or restrict the amount of certain forms of payments or
loan repayments (money orders totaling more than $5,000, for example). In addition, we may require information as
to why a particular form of payment was used (third party checks, for example) and the source of the funds of such
payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result
in us returning the payment to you.
Applicable laws designed to prevent terrorist financing and money laundering might, in certain circumstances,
require us to block certain transactions until authorization is received from the appropriate regulator. We
may also be required to provide additional information about you and your policy to government regulators.
Our anti-money laundering program is subject to change without notice to take account of changes in applicable laws
or regulations and our ongoing assessment of our exposure to illegal activity.
Payment Delay or Suspension
We reserve the right to suspend or postpone the date of any payment of benefits or values under any one of the
following circumstances:
·	On any valuation date when the New York Stock Exchange is closed (except customary weekend and holiday
	closings) or when trading on the New York Stock Exchange is restricted;
·	When an emergency exists as determined by the SEC so that disposal of the securities held in the subaccounts is
	not reasonably practicable or it is not reasonably practicable to fairly determine the value of the subaccount’s
	assets; or
·	During any other periods the SEC may by order permit for the protection of investors.
The conditions under which restricted trading or an emergency exists shall be determined by the rules and regulations
of the SEC.
Performance Reporting
We may advertise different types of historical performance for the subaccounts including:
·	Standardized average annual total returns; and
·	Non-standardized average annual total returns.
We may also advertise certain ratings, rankings or other information related to the Company, the subaccounts or the
funds.
PRO.75998-13		34

Standardized Average Annual Total Returns. We calculate standardized average annual total returns according to
a formula prescribed by the SEC. This shows the percentage return applicable to $1,000 invested in the subaccounts
over the most recent month-end, one, five and ten-year periods. If the investment option was not available for the
full period, we give a history from the date money was first received in that option under the separate account or
from the date the fund was first available under the separate account. As an alternative to providing the most recent
month-end performance, we may provide a phone number, website or both where these returns may be obtained.
Standardized average annual total returns reflect deduction of all recurring charges during each period (i.e. mortality
and expense risk charges, annual maintenance fees, administrative expense charges, if any, and any applicable early
withdrawal charges).
Non-Standardized Average Annual Total Returns. We calculate non-standardized average annual total returns in
a similar manner as that stated above, except we may include returns that do not reflect the deduction of any
applicable early withdrawal charge. Some non-standardized returns may also exclude the effect of an annual
maintenance fee. If we reflected these charges in the calculation it would decrease the level of performance reflected
by the calculation. Non-standardized returns may include performance from the fund’s inception date, if that date is
earlier than the one we use for standardized returns.
Contract Modification
We may change the contract as required by federal or state law or as otherwise permitted in the contract. Certain
changes will require the approval of appropriate state or federal regulatory authorities.
Transfer of Ownership: Assignment
We will accept assignments or transfers of ownership where such assignments are not prohibited, with proper
notification. The date of any such assignment or transfer of ownership will be the date we receive the notification at
the address listed in “CONTRACT OVERVIEW-Questions: Contacting the Company.” An assignment or
transfer of ownership may have tax consequences and you should consult with a tax adviser before assigning or
transferring ownership of the contract.
An assignment of a contract will only be binding on the Company if it is made in writing and sent to us at the
address listed in “CONTRACT OVERVIEW-Questions: Contacting the Company.” We will use reasonable
procedures to confirm that the assignment is authentic, including verification of signature. If we fail to follow our
own procedures, we will be liable for any losses to you directly resulting from such failure. Otherwise, we are not
responsible for the validity of any assignment. Your rights and the interest of the annuitant and any beneficiary will
be subject to the rights of any assignee we have on our records.
Legal Proceedings
We are not aware of any pending legal proceedings that are likely to have a material adverse effect upon the
Company’s ability to meet its obligations under the contract, ING Financial Advisers, LLC ability to distribute the
contract or upon the separate account.
· Litigation. Notwithstanding the foregoing, the Company and/or ING Financial Advisers, LLC, is a
defendant in a number of litigation matters arising from the conduct of its business, both in the ordinary
course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate
amounts, including compensatory, punitive, treble and exemplary damages. Certain claims are asserted as
class actions. Modern pleading practice in the U.S. permits considerable variation in the assertion of
monetary damages and other relief. The variability in pleading requirements and past experience
demonstrates that the monetary and other relief that may be requested in a lawsuit or claim oftentimes bears
little relevance to the merits or potential value of a claim. Due to the uncertainties of litigation, the outcome
of a litigation matter and the amount or range of potential loss is difficult to forecast and a determination of
potential losses requires significant management judgment.
PRO.75998-13	35

	· Regulatory Matters. As with other financial services companies, the Company and its affiliates, including
	ING Financial Advisers, LLC, periodically receive informal and formal requests for information from
	various state and federal governmental agencies and self-regulatory organizations in connection with
	inquiries and investigations of the products and practices of the Company or the financial services industry.
	It is the practice of the Company to cooperate fully in these matters. Regulatory investigations, exams,
	inquiries and audits could result in regulatory action against the Company or subject the Company to
	settlement payments, fines, penalties and other financial consequences, as well as changes to the
	Company’s policies and procedures.
It is not possible to predict the ultimate outcome for all pending litigation and regulatory matters and given the large
and indeterminate amounts sought and the inherent unpredictability of such matters, it is possible that an adverse
outcome in certain litigation or regulatory matters could, from time to time, have a material adverse effect upon the
Company's results of operations or cash flows in a particular quarterly or annual period.
CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION
The Statement of Additional Information (SAI) contains more specific information on the separate account and the
contract, as well as the financial statements of the separate account and the Company. The following is a list of the
contents of the SAI:
•	General Information and History	2
•	Variable Annuity Account B	2
•	Offering and Purchase of Contract	3
•	Income Phase Payments	3
•	Sales Material and Advertising	4
•	Experts	5
•	Financial Statements of the Separate Account	S-1
•	Consolidated Financial Statements of ING Life Insurance and Annuity
Company		C-1
You may request an SAI by calling the Company at the number listed in “CONTRACT OVERVIEW -
Questions: Contacting the Company.”
PRO.75998-13		36

APPENDIX I
FIXED ACCOUNT
The Fixed Account is an investment option available during the accumulation
phase of the contract.
Additional information about this option may be found in the contract.
Amounts allocated to the Fixed Account are held in the Company’s general
account, which supports insurance and annuity obligations.
General Disclosure.
·	Interests in the Fixed Account have not been registered with the SEC in reliance on exemptions under the
	Securities Act of 1933, as amended.
·	Disclosure in this prospectus regarding the Fixed Account may be subject to certain generally applicable
	provisions of the federal securities laws relating to the accuracy and completeness of the statements.
·	The SEC has not reviewed disclosure in this Appendix regarding the Fixed Account.
Interest Rates.
·	The Fixed Account guarantees that amounts allocated to this option will earn the minimum interest rate specified
	in the contract. We may credit a higher interest rate from time to time, but the rate we credit will never fall below
	the guaranteed minimum specified in the contract. Amounts applied to the Fixed Account will earn the interest
	rate in effect at the time money is applied. Amounts in the Fixed Account will receive a compound interest rate as
	credited by us. The rate we quote is an annual effective yield. Among other factors, the safety of the interest rate
	guarantee depends upon the claims-paying ability of the Company.
·	Our determination of credited interest rates reflects a number of factors, including mortality and expense risks,
	interest rate guarantees, the investment income earned on invested assets and the amortization of any capital gains
	and/or losses realized on the sale of invested assets. Under this option, we assume the risk of investment gain or
	loss by guaranteeing the amounts you allocate to this option and promising a minimum interest rate and income
	phase payment.
Withdrawals. Except for contracts issued in the state of New York, withdrawals from the Fixed Account over
$250,000 (for contracts issued prior to 1988) or $500,000 (for contracts issued after 1988) will be paid pursuant to a
five year schedule. See your contract for details. Under certain emergency conditions, some contracts allow us to
defer payment of any withdrawal for period of up to 6 months or as provided by applicable federal or state law.
Charges. We do not make deductions from amounts in the Fixed Account to cover mortality and expense risks. We
consider these risks when determining the credited rate.
If you make a withdrawal from amounts in the Fixed Account, an early withdrawal charge may apply. See “Fees.”
Transfers. During the accumulation phase, you may transfer account dollars from the Fixed Account to any other
available investment option once during each calendar year. We may vary the dollar amount that you are allowed to
transfer, but it will never be less than 10% of your account value held in the Fixed Account.
By notifying us at the address listed in “CONTRACT OVERVIEW-Questions: Contacting the Company” at least
30 days before income payments begin you may elect to have amounts transferred to one or more of the funds
available during the income phase to provide variable payments.
PRO.75998-13		37

APPENDIX II
DESCRIPTION OF UNDERLYING FUNDS
New Fund Name	Former Fund Name
ING Invesco Equity and Income Portfolio	ING Invesco Van Kampen Equity and Income Portfolio
The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance
that any of the funds will achieve their respective investment objectives. You should consider the investment
objectives, risks and charges, and expenses of the funds carefully before investing. Please refer to the fund
prospectuses for additional information. Shares of the funds will rise and fall in value and you could lose
money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed
or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government
agency. Except as noted, all funds are diversified, as defined under the Investment Company Act of 1940.
Fund prospectuses may be obtained free of charge at the address and telephone number listed in “Contract
Overview – Questions: Contacting the Company,” by accessing the SEC’s web site or by contacting the SEC
Public Reference Branch. If you received a summary prospectus for any of the funds available through your
contract, you may obtain a full prospectus and other fund information free of charge by either accessing the
internet address, calling the telephone number or sending an email request to the email address shown on the
front of the fund’s summary prospectus.
Certain funds offered under the contracts have investment objectives and policies similar to other funds
managed by the fund’s investment adviser. The investment results of a fund may be higher or lower than those
of other funds managed by the same adviser. There is no assurance and no representation is made that the
investment results of any fund will be comparable to those of another fund managed by the same investment
adviser.
For the share class of each fund offered through your contract, please see the cover page.
Fund Name Investment Adviser/Subadviser	Investment Objective(s)
	Seeks long-term capital appreciation.
Fidelity ® VIP Contrafund ® Portfolio
Investment Adviser: Fidelity Management &
Research Company (“FMR”)
Subadvisers: FMR Co., Inc. (“FMRC”) and other
investment advisers
Fidelity ® VIP Equity-Income Portfolio	Seeks reasonable income. Also considers the potential for
	capital appreciation. Seeks to achieve a yield which
Investment Adviser: Fidelity Management &	exceeds the composite yield on the securities comprising
Research Company (“FMR”)	the S& P 500 Ò Index.
Subadvisers: FMR CO., Inc. (“FMRC”) and other
investment advisers
Fidelity ® VIP Growth Portfolio	Seeks to achieve capital appreciation.
Investment Adviser: Fidelity Management &
Research Company (“FMR”)
Subadvisers: FMR Co., Inc. (“FMRC”) and other
investment advisers
PRO.75998-13	38

Fund Name Investment Adviser/Subadviser	Investment Objective(s)
Fidelity ® VIP Overseas Portfolio	Seeks long-term growth of capital
Investment Adviser: Fidelity Management &
Research Company (“FMR”)
Subadvisers: FMR Co., Inc. (“FMRC”) and other
investment advisers
ING Balanced Portfolio	Seeks total return consisting of capital appreciation (both
	realized and unrealized) and current income; the
Investment Adviser: ING Investments, LLC	secondary investment objective is long-term capital
	appreciation.
Subadviser: ING Investment Management Co. LLC
ING BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.
Investment Adviser: Directed Services LLC
Subadviser: BlackRock Investment Management,
LLC
ING Global Bond Portfolio	Seeks to maximize total return through a combination of
	current income and capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: ING Investment Management Co.
LLC
ING Growth and Income Portfolio	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities
Investment Adviser: ING Investments, LLC	convertible into common stocks. It is anticipated that
	capital appreciation and investment income will both be
Subadviser: ING Investment Management Co. LLC	major factors in achieving total return.
ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with reasonable
	risk. The Portfolio seeks its objective through
Investment Adviser: ING Investments, LLC	investments in a diversified portfolio consisting primarily
	of debt securities. It is anticipated that capital
Subadviser: ING Investment Management Co. LLC	appreciation and investment income will both be major
	factors in achieving total return.
PRO.75998-13	39

Fund Name Investment Adviser/Subadviser		Investment Objective(s)
ING International Index Portfolio		Seeks investment results (before fees and expenses) that
		correspond to the total return (which includes capital
Investment Adviser: ING Investments, LLC		appreciation and income) of a widely accepted
		international index.
Subadviser: ING Investment Management Co. LLC
ING Invesco Equity and Income Portfolio		Seeks total return, consisting of long-term capital
		appreciation and current income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.
ING Large Cap Growth Portfolio		Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Subadviser: ING Investment Management Co. LLC
ING MidCap Opportunities Portfolio		Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co. LLC
ING Money Market Portfolio*		Seeks to provide high current return, consistent with
		preservation of capital and liquidity, through investment
Investment Adviser: ING Investments, LLC		in high-quality money market instruments while
		maintaining a stable share price of $1.00.
Subadviser: ING Investment Management Co. LLC
*There is no guarantee that the ING Money Market Portfolio
subaccount will have a positive or level return.
ING Oppenheimer Global Portfolio		Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: OppenheimerFunds, Inc.
ING RussellTM Large Cap Growth Index Portfolio		Seeks investment results (before fees and expenses) that
		correspond to the total return (which includes capital
Investment Adviser: ING Investments, LLC		appreciation and income) of the Russell Top 200®
		Growth Index.
Subadviser: ING Investment Management Co. LLC
ING Strategic Allocation Conservative Portfolio		Seeks to provide total return (i.e., income and capital
		growth, both realized and unrealized) consistent with
Investment Adviser: ING Investments, LLC		preservation of capital.
Subadviser: ING Investment Management Co. LLC
PRO.75998-13	40

Fund Name Investment Adviser/Subadviser		Investment Objective(s)
ING Strategic Allocation Growth Portfolio		Seeks to provide capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co. LLC
ING Strategic Allocation Moderate Portfolio		Seeks to provide total return (i.e., income and capital
		appreciation, both realized and unrealized).
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co. LLC
ING T. Rowe Price Diversified Mid Cap Growth		Seeks long-term capital appreciation.
Portfolio
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price Growth Equity Portfolio		Seeks long-term capital growth, and secondarily,
		increasing dividend income.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING Templeton Foreign Equity Portfolio		Seeks long-term capital growth
Investment Adviser: Directed Services LLC
Subadviser: Templeton Investment Counsel, LLC
PRO.75998-13	41

APPENDIX III
CONDENSED FINANCIAL INFORMATION
Except for subaccounts which did not commence operations as of December 31, 2012, the following tables give (1) the accumulation unit value ("AUV") at the
beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each
subaccount of Variable Annuity Account B available under the contracts for the indicated periods. For those subaccounts that commenced operations during the
period ended December 31, 2012, the "Value at beginning of period" shown is the value at first date of investment. Fund name changes after December 31, 2012 are
not reflected in the following information.
TABLE I
FOR CONTRACTS ISSUED AFTER MARCH 1994 WITH TOTAL SEPARATE ACCOUNT ANNUAL EXPENSES OF 1.25
(Selected data for accumulation units outstanding throughout each period)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$31.45	$32.67	$28.22	$21.06	$37.09	$31.94	$28.95	$25.07	$21.98	$17.33
Value at end of period	$36.16	$31.45	$32.67	$28.22	$21.06	$37.09	$31.94	$28.95	$25.07	$21.98
Number of accumulation units outstanding at end of period	235,297	267,889	301,881	336,876	381,493	507,337	603,500	638,978	578,222	459,840
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$21.94	$22.00	$19.35	$15.05	$26.57	$26.50	$22.33	$21.35	$19.39	$15.06
Value at end of period	$25.42	$21.94	$22.00	$19.35	$15.05	$26.57	$26.50	$22.33	$21.35	$19.39
Number of accumulation units outstanding at end of period	130,411	141,797	157,760	186,032	218,532	345,239	390,753	444,733	517,940	447,621
FIDELITY® VIP GROWTH PORTFOLIO
Value at beginning of period	$19.06	$19.26	$15.71	$12.40	$23.76	$18.95	$17.96	$17.19	$16.83	$12.83
Value at end of period	$21.59	$19.06	$19.26	$15.71	$12.40	$23.76	$18.95	$17.96	$17.19	$16.83
Number of accumulation units outstanding at end of period	127,107	138,234	142,167	148,639	172,394	206,681	248,285	300,061	376,032	444,798
FIDELITY® VIP OVERSEAS PORTFOLIO
Value at beginning of period	$15.21	$18.59	$16.64	$13.32	$24.00	$20.71	$17.76	$15.11	$13.46	$9.51
Value at end of period	$18.13	$15.21	$18.59	$16.64	$13.32	$24.00	$20.71	$17.76	$15.11	$13.46
Number of accumulation units outstanding at end of period	64,657	66,507	77,854	92,767	102,748	128,515	129,186	131,286	132,647	99,214
ING BALANCED PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$27.50	$28.21	$25.04	$21.26	$29.94	$28.72	$26.44	$25.68	$23.77	$20.25
Value at end of period	$30.86	$27.50	$28.21	$25.04	$21.26	$29.94	$28.72	$26.44	$25.68	$23.77
Number of accumulation units outstanding at end of period	433,791	488,777	558,020	602,421	720,069	917,406	1,060,627	1,203,120	1,342,969	1,352,428
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.85	$9.08	$8.09	$6.27	$10.40	$10.67
Value at end of period	$10.03	$8.85	$9.08	$8.09	$6.27	$10.40
Number of accumulation units outstanding at end of period	126,622	134,196	136,293	158,773	168,583	207,180
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$4.60	$5.20	$4.44	$2.94	$4.95	$4.21	$3.98	$3.60	$3.70	$2.57
Value at end of period	$4.90	$4.60	$5.20	$4.44	$2.94	$4.95	$4.21	$3.98	$3.60	$3.70
Number of accumulation units outstanding at end of period	81,756	102,616	129,462	127,833	87,832	94,120	131,384	184,668	238,094	325,256
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.51	$13.20	$11.53	$9.60	$11.51	$10.72	$10.01	$9.88
Value at end of period	$14.40	$13.51	$13.20	$11.53	$9.60	$11.51	$10.72	$10.01
Number of accumulation units outstanding at end of period	169,767	189,713	212,251	191,664	208,418	279,773	212,296	235,801
CFI 1

Condensed Financial Information (continued)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$25.99	$30.29	$27.54	$19.26	$32.37	$30.57	$26.49	$26.41	$23.69	$18.73
Value at end of period	$28.04	$25.99	$30.29	$27.54	$19.26	$32.37	$30.57	$26.49	$26.41	$23.69
Number of accumulation units outstanding at end of period	64,804	73,470	82,310	88,751	97,407	114,239	117,112	147,962	177,277	204,828
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$22.70	$23.05	$20.45	$15.90	$25.81	$24.34	$21.58	$20.20	$18.87	$15.16
Value at end of period	$25.96	$22.70	$23.05	$20.45	$15.90	$25.81	$24.34	$21.58	$20.20	$18.87
Number of accumulation units outstanding at end of period	1,052,180	1,184,268	1,354,950	1,472,079	1,651,069	2,022,081	2,298,689	2,705,207	3,268,534	3,649,456
ING INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$23.80	$22.41	$20.66	$18.75	$20.74	$19.81	$19.27	$18.92	$18.27	$17.40
Value at end of period	$25.71	$23.80	$22.41	$20.66	$18.75	$20.74	$19.81	$19.27	$18.92	$18.27
Number of accumulation units outstanding at end of period	358,416	374,437	421,242	448,725	532,304	677,264	769,351	897,910	1,012,407	688,345
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$11.69	$13.52	$12.72	$11.74
Value at end of period	$13.68	$11.69	$13.52	$12.72
Number of accumulation units outstanding at end of period	1,189	2,878	3,922	3,325
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.08	$12.37	$11.15	$9.20	$12.16	$11.89	$10.69	$9.98
Value at end of period	$13.46	$12.08	$12.37	$11.15	$9.20	$12.16	$11.89	$10.69
Number of accumulation units outstanding at end of period	193,631	226,931	267,662	301,174	413,810	523,595	608,591	666,187
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.30	$10.31
Value at end of period	$12.01	$10.30
Number of accumulation units outstanding at end of period	230,514	233,344
ING MONEY MARKET PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$14.92	$15.10	$15.26	$15.40	$15.19	$14.62	$14.12	$13.88	$13.91	$13.95
Value at end of period	$14.74	$14.92	$15.10	$15.26	$15.40	$15.19	$14.62	$14.12	$13.88	$13.91
Number of accumulation units outstanding at end of period	152,458	166,461	228,953	290,406	471,161	456,245	457,899	400,551	546,292	760,049
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.07	$13.31	$11.61	$8.42	$14.29	$13.57	$11.65	$10.01
Value at end of period	$14.51	$12.07	$13.31	$11.61	$8.42	$14.29	$13.57	$11.65
Number of accumulation units outstanding at end of period	413,627	426,452	465,820	523,838	567,230	768,015	872,887	946,187
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.37	$13.96	$12.54	$10.70
Value at end of period	$16.25	$14.37	$13.96	$12.54
Number of accumulation units outstanding at end of period	10,918	3,908	974	921
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
Value at beginning of period	$18.65	$18.55	$16.91	$14.53	$19.25	$18.42	$17.21	$16.78	$15.74	$14.02
Value at end of period	$20.68	$18.65	$18.55	$16.91	$14.53	$19.25	$18.42	$17.21	$16.78	$15.74
Number of accumulation units outstanding at end of period	16,822	19,826	16,258	27,916	41,708	52,539	54,761	53,837	49,393	52,209
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
Value at beginning of period	$18.05	$18.83	$16.86	$13.63	$21.59	$20.81	$18.62	$17.75	$16.05	$13.07
Value at end of period	$20.50	$18.05	$18.83	$16.86	$13.63	$21.59	$20.81	$18.62	$17.75	$16.05
Number of accumulation units outstanding at end of period	27,115	32,033	32,561	40,958	39,243	71,729	75,157	74,359	69,724	75,583
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
Value at beginning of period	$18.23	$18.56	$16.78	$13.94	$20.31	$19.50	$17.76	$17.17	$15.78	$13.37
Value at end of period	$20.45	$18.23	$18.56	$16.78	$13.94	$20.31	$19.50	$17.76	$17.17	$15.78
Number of accumulation units outstanding at end of period	32,181	37,478	38,888	37,701	37,418	52,633	58,717	59,246	63,295	77,501
CFI 2

Condensed Financial Information (continued)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.12	$13.79	$10.87	$7.52	$13.39	$11.95	$11.09	$9.93
Value at end of period	$15.04	$13.12	$13.79	$10.87	$7.52	$13.39	$11.95	$11.09
Number of accumulation units outstanding at end of period	282,778	367,412	413,503	423,967	477,757	612,088	691,090	810,723
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2012)
Value at beginning of period	$23.63	$24.18	$20.95	$14.84	$26.01	$23.96	$21.41	$20.42	$18.80	$14.54
Value at end of period	$27.74	$23.63	$24.18	$20.95	$14.84	$26.01	$23.96	$21.41	$20.42	$18.80
Number of accumulation units outstanding at end of period	79,705	84,086	96,633	105,890	102,326	145,889	164,311	196,161	217,537	218,596
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.66	$8.82	$8.20	$6.28	$10.20
Value at end of period	$9.00	$7.66	$8.82	$8.20	$6.28
Number of accumulation units outstanding at end of period	330,383	338,356	373,838	415,687	465,424
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$14.77	$15.35	$13.70	$10.53	$17.70	$17.71	$15.66	$14.50	$12.79	$10.37
Value at end of period	$16.55	$14.77	$15.35	$13.70	$10.53	$17.70	$17.71	$15.66	$14.50	$12.79
Number of accumulation units outstanding at end of period	113,522	125,972	137,853	144,256	181,081	194,855	215,491	248,139	261,134	279,653
TABLE II
FOR CONTRACTS CONTAINING LIMITS ON FEES
(Selected data for accumulation units outstanding throughout each period)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$31.45	$32.67	$28.22	$21.06	$37.09	$31.94	$28.95	$25.07	$21.98	$17.33
Value at end of period	$36.16	$31.45	$32.67	$28.22	$21.06	$37.09	$31.94	$28.95	$25.07	$21.98
Number of accumulation units outstanding at end of period	12,473	10,166	10,435	8,961	12,125	18,196	24,115	27,427	25,162	22,238
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$21.94	$22.00	$19.35	$15.05	$26.57	$26.50	$22.33	$21.35	$19.39	$15.06
Value at end of period	$25.42	$21.94	$22.00	$19.35	$15.05	$26.57	$26.50	$22.33	$21.35	$19.39
Number of accumulation units outstanding at end of period	10,382	10,543	10,714	10,879	22,407	24,016	35,909	35,428	34,515	16,683
FIDELITY® VIP GROWTH PORTFOLIO
Value at beginning of period	$19.06	$19.26	$15.71	$12.40	$23.76	$18.95	$17.96	$17.19	$16.83	$12.83
Value at end of period	$21.59	$19.06	$19.26	$15.71	$12.40	$23.76	$18.95	$17.96	$17.19	$16.83
Number of accumulation units outstanding at end of period	1,057	1,420	1,636	1,847	3,860	4,116	6,352	7,210	13,505	13,739
FIDELITY® VIP OVERSEAS PORTFOLIO
Value at beginning of period	$15.21	$18.59	$16.64	$13.32	$24.00	$20.71	$17.76	$15.11	$13.46	$12.60
Value at end of period	$18.13	$15.21	$18.59	$16.64	$13.32	$24.00	$20.71	$17.76	$15.11	$13.46
Number of accumulation units outstanding at end of period	0	0	91	36	47	18,290	17,029	23,281	2,467	680
ING BALANCED PORTFOLIO
Value at beginning of period	$28.52	$29.19	$25.83	$21.88	$30.74	$29.42	$27.01	$26.17	$24.16	$20.53
Value at end of period	$32.08	$28.52	$29.19	$25.83	$21.88	$30.74	$29.42	$27.01	$26.17	$24.16
Number of accumulation units outstanding at end of period	74,388	82,851	86,310	94,481	107,148	118,074	135,748	189,050	217,194	210,963
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.85	$9.08	$8.10	$6.28	$10.41	$10.67
Value at end of period	$10.03	$8.85	$9.08	$8.10	$6.28	$10.41
Number of accumulation units outstanding at end of period	8,562	8,561	8,561	8,554	12,302	13,169
CFI 3

Condensed Financial Information (continued)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.68	$5.29	$4.52	$3.00	$5.04	$4.28	$4.03	$3.65	$3.73	$2.59
Value at end of period	$4.99	$4.68	$5.29	$4.52	$3.00	$5.04	$4.28	$4.03	$3.65	$3.73
Number of accumulation units outstanding at end of period	270	292	404	0	0	0	3,642	3,642	14,402	10,422
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.51	$13.20	$11.53	$9.60	$11.51	$10.72	$10.01	$9.89
Value at end of period	$14.40	$13.51	$13.20	$11.53	$9.60	$11.51	$10.72	$10.01
Number of accumulation units outstanding at end of period	2,837	2,838	9,958	2,838	32,501	4,627	10,508	11,136
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$25.99	$30.29	$27.54	$19.26	$32.37	$30.57	$26.49	$26.41	$23.69	$18.73
Value at end of period	$28.04	$25.99	$30.29	$27.54	$19.26	$32.37	$30.57	$26.49	$26.41	$23.69
Number of accumulation units outstanding at end of period	3,190	3,190	3,333	3,544	3,715	4,644	3,729	3,729	5,194	5,195
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$23.54	$23.84	$21.10	$16.36	$26.50	$24.93	$22.04	$20.59	$19.19	$15.37
Value at end of period	$26.99	$23.54	$23.84	$21.10	$16.36	$26.50	$24.93	$22.04	$20.59	$19.19
Number of accumulation units outstanding at end of period	365,896	430,310	486,741	562,385	659,379	793,302	950,496	1,152,266	1,401,295	1,674,699
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$24.32	$22.87	$21.05	$19.07	$21.07	$20.10	$19.52	$19.14	$18.45	$17.55
Value at end of period	$26.32	$24.32	$22.87	$21.05	$19.07	$21.07	$20.10	$19.52	$19.14	$18.45
Number of accumulation units outstanding at end of period	57,485	59,247	68,530	80,339	110,037	121,126	145,608	170,190	237,188	248,725
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.08	$12.37	$11.15	$9.20	$12.16	$11.89	$10.69	$9.81
Value at end of period	$13.46	$12.08	$12.37	$11.15	$9.20	$12.16	$11.89	$10.69
Number of accumulation units outstanding at end of period	3,898	3,906	3,935	3,941	6,325	10,552	18,613	22,007
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.30	$10.31
Value at end of period	$12.01	$10.30
Number of accumulation units outstanding at end of period	6,835	7,085
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$14.92	$15.10	$15.26	$15.40	$15.19	$14.62	$14.12	$13.88	$13.91	$13.95
Value at end of period	$14.74	$14.92	$15.10	$15.26	$15.40	$15.19	$14.62	$14.12	$13.88	$13.91
Number of accumulation units outstanding at end of period	27,262	43,102	55,687	71,098	81,227	142,592	168,142	165,286	182,060	236,795
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.07	$13.31	$11.61	$8.42	$14.29	$13.57	$11.65	$9.72
Value at end of period	$14.51	$12.07	$13.31	$11.61	$8.42	$14.29	$13.57	$11.65
Number of accumulation units outstanding at end of period	16,282	16,286	17,607	17,610	18,704	20,539	28,855	35,013
ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO
Value at beginning of period	$19.62	$19.45	$17.67	$15.13	$19.97	$19.05	$17.74	$17.24	$16.10	$14.30
Value at end of period	$21.84	$19.62	$19.45	$17.67	$15.13	$19.97	$19.05	$17.74	$17.24	$16.10
Number of accumulation units outstanding at end of period	0	0	0	0	5,339	5,341	5,340	5,339	23,796	20,520
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
Value at beginning of period	$19.00	$19.74	$17.62	$14.20	$22.40	$21.52	$19.19	$18.23	$16.42	$13.33
Value at end of period	$21.65	$19.00	$19.74	$17.62	$14.20	$22.40	$21.52	$19.19	$18.23	$16.42
Number of accumulation units outstanding at end of period	3,998	3,998	3,999	3,999	9,861	10,406	10,405	10,401	11,857	18,356
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
Value at beginning of period	$19.18	$19.47	$17.53	$14.52	$21.08	$20.16	$18.30	$17.63	$16.14	$13.63
Value at end of period	$21.59	$19.18	$19.47	$17.53	$14.52	$21.08	$20.16	$18.30	$17.63	$16.14
Number of accumulation units outstanding at end of period	1,287	1,287	1,286	0	2,679	2,679	2,679	2,679	4,239	9,896
CFI 4

Condensed Financial Information (continued)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.12	$13.79	$10.87	$7.52	$13.39	$11.95	$11.09	$9.48
Value at end of period	$15.04	$13.12	$13.79	$10.87	$7.52	$13.39	$11.95	$11.09
Number of accumulation units outstanding at end of period	12,050	12,047	12,053	15,073	17,418	17,064	20,517	27,390
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period	$23.63	$24.18	$20.95	$14.84	$26.01	$23.96	$21.41	$20.42	$18.80	$14.54
Value at end of period	$27.74	$23.63	$24.18	$20.95	$14.84	$26.01	$23.96	$21.41	$20.42	$18.80
Number of accumulation units outstanding at end of period	14,513	16,022	12,198	12,200	5,446	6,163	7,951	9,403	10,065	9,380
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.66	$8.82	$8.20	$6.28	$10.20
Value at end of period	$9.00	$7.66	$8.82	$8.20	$6.28
Number of accumulation units outstanding at end of period	2,002	2,004	4,565	5,164	8,167
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$14.77	$15.35	$13.70	$10.53	$17.70	$17.71	$15.66	$14.50	$12.79	$10.37
Value at end of period	$16.55	$14.77	$15.35	$13.70	$10.53	$17.70	$17.71	$15.66	$14.50	$12.79
Number of accumulation units outstanding at end of period	29,235	40,653	46,077	56,771	74,615	84,934	96,025	114,960	136,060	108,922
TABLE III
FOR CERTAIN CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 0.95%
(Selected data for accumulation units outstanding throughout each period)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$17.94	$18.58	$16.00	$11.90	$20.91	$17.95	$16.22	$14.00	$12.24	$17.33
Value at end of period	$20.69	$17.94	$18.58	$16.00	$11.90	$20.91	$17.95	$16.22	$14.00	$12.24
Number of accumulation units outstanding at end of period	29,731	33,189	42,673	45,165	43,318	47,295	55,171	80,017	37,912	25,359
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$14.06	$14.06	$12.33	$9.56	$16.83	$16.73	$14.05	$13.40	$12.13	$8.78
Value at end of period	$16.34	$14.06	$14.06	$12.33	$9.56	$16.83	$16.73	$14.05	$13.40	$12.13
Number of accumulation units outstanding at end of period	14	14	3,490	5,390	8,694	14,069	11,871	11,456	11,244	5,511
FIDELITY® VIP GROWTH PORTFOLIO
Value at beginning of period	$14.14	$14.25	$11.58	$9.12	$17.42	$13.85	$13.09	$12.49	$12.19	$8.80
Value at end of period	$16.07	$14.14	$14.25	$11.58	$9.12	$17.42	$13.85	$13.09	$12.49	$12.19
Number of accumulation units outstanding at end of period	6,026	5,953	6,610	2,237	2,510	1,881	2,235	3,344	4,116	5,490
FIDELITY® VIP OVERSEAS PORTFOLIO
Value at beginning of period	$13.93	$16.98	$15.16	$12.09	$21.73	$18.70	$15.98	$13.56	$12.04	$8.09
Value at end of period	$16.67	$13.93	$16.98	$15.16	$12.09	$21.73	$18.70	$15.98	$13.56	$12.04
Number of accumulation units outstanding at end of period	244	2,774	4,733	6,207	6,271	7,686	7,070	6,566	6,279	1,756
ING BALANCED PORTFOLIO
Value at beginning of period	$13.67	$13.99	$12.38	$10.48	$14.71	$14.07	$12.91	$12.51	$11.54	$9.56
Value at end of period	$15.39	$13.67	$13.99	$12.38	$10.48	$14.71	$14.07	$12.91	$12.51	$11.54
Number of accumulation units outstanding at end of period	4,805	4,806	4,804	0	0	82,646	93,249	91,215	12	12
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.98	$9.18	$8.16	$6.31	$10.43	$10.67
Value at end of period	$10.20	$8.98	$9.18	$8.16	$6.31	$10.43
Number of accumulation units outstanding at end of period	889	888	889	888	888	888
CFI 5

Condensed Financial Information (continued)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$15.58	$17.57	$14.96	$9.89	$16.58	$14.07	$13.24	$11.96	$12.23	$8.44
Value at end of period	$16.65	$15.58	$17.57	$14.96	$9.89	$16.58	$14.07	$13.24	$11.96	$12.23
Number of accumulation units outstanding at end of period	274	254	1,427	1,207	865	586	578	311	223	223
ING GLOBAL BOND PORTFOLIO
Value at beginning of period	$13.80	$13.43	$11.70	$9.72	$11.61	$10.78	$10.03	$9.91
Value at end of period	$14.75	$13.80	$13.43	$11.70	$9.72	$11.61	$10.78	$10.03
Number of accumulation units outstanding at end of period	10,781	15,964	14,792	8,891	9,583	11,365	11,291	15,502
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$13.33	$15.48	$14.03	$9.79	$16.40	$15.44	$13.34	$13.26	$11.86	$8.79
Value at end of period	$14.42	$13.33	$15.48	$14.03	$9.79	$16.40	$15.44	$13.34	$13.26	$11.86
Number of accumulation units outstanding at end of period	5,053	375	376	376	287	287	287	287	287	287
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$14.02	$14.19	$12.55	$9.73	$15.75	$14.81	$13.09	$12.22	$11.38	$15.16
Value at end of period	$16.08	$14.02	$14.19	$12.55	$9.73	$15.75	$14.81	$13.09	$12.22	$11.38
Number of accumulation units outstanding at end of period	18,036	18,132	28,576	26,993	27,883	34,872	40,044	39,142	49,972	69,060
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$14.60	$13.71	$12.60	$11.40	$12.58	$11.97	$11.62	$11.37	$10.94	$10.51
Value at end of period	$15.82	$14.60	$13.71	$12.60	$11.40	$12.58	$11.97	$11.62	$11.37	$10.94
Number of accumulation units outstanding at end of period	4,263	4,115	4,097	4,203	4,166	5,124	4,483	3,884	6,479	4,656
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.33	$12.59	$11.32	$9.31	$12.27	$11.96	$10.71	$10.00
Value at end of period	$13.78	$12.33	$12.59	$11.32	$9.31	$12.27	$11.96	$10.71
Number of accumulation units outstanding at end of period	13,631	13,541	13,007	13,233	17,039	8,513	8,390	8,585
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.33	$10.32
Value at end of period	$12.08	$10.33
Number of accumulation units outstanding at end of period	4,342	4,236
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$11.01	$11.11	$11.19	$11.26	$11.07	$10.63	$10.23	$10.12	$10.02	$10.02
Value at end of period	$10.91	$11.01	$11.11	$11.19	$11.26	$11.07	$10.63	$10.23	$10.02	$10.02
Number of accumulation units outstanding at end of period	10,733	1,715	3,390	11,063	19,892	24,749	68,143	9,105	0	3,292
ING OPPENHEIMER GLOBAL PORTFOLIO
Value at beginning of period	$12.32	$13.54	$11.78	$8.52	$14.41	$13.65	$11.68	$10.02
Value at end of period	$14.86	$12.32	$13.54	$11.78	$8.52	$14.41	$13.65	$11.68
Number of accumulation units outstanding at end of period	23,064	23,444	22,363	29,598	27,487	37,111	36,554	38,507
ING RUSSELLTM LARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2012)
Value at beginning of period	$15.49
Value at end of period	$16.43
Number of accumulation units outstanding at end of period	13
ING STRATEGIC ALLOCATION GROWTH PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$13.38	$13.92	$12.43	$10.02	$14.42
Value at end of period	$15.25	$13.38	$13.92	$12.43	$10.02
Number of accumulation units outstanding at end of period	4,515	4,518	4,516	4,516	4,516
ING STRATEGIC ALLOCATION MODERATE PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$13.53	$13.74	$12.38	$10.26	$14.90	$14.26	$12.95	$12.72
Value at end of period	$15.23	$13.53	$13.74	$12.38	$10.26	$14.90	$14.26	$12.95
Number of accumulation units outstanding at end of period	0	0	0	4,349	3,933	3,581	3,282	2,925
CFI 6

Condensed Financial Information (continued)
	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.39	$14.04	$11.03	$7.60	$13.50	$12.02	$11.12	$9.93
Value at end of period	$15.40	$13.39	$14.04	$11.03	$7.60	$13.50	$12.02	$11.12
Number of accumulation units outstanding at end of period	5,107	6,368	6,324	1,879	1,316	1,834	4,473	5,717
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
Value at beginning of period	$16.33	$16.66	$14.39	$10.16	$17.75	$16.31	$14.53	$13.82	$12.68	$9.30
Value at end of period	$19.23	$16.33	$16.66	$14.39	$10.16	$17.75	$16.31	$14.53	$13.82	$12.68
Number of accumulation units outstanding at end of period	2,541	2,416	3,072	8,923	8,699	34,631	7,393	7,203	4,347	3,154
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.75	$8.89	$8.24	$6.30	$10.20
Value at end of period	$9.13	$7.75	$8.89	$8.24	$6.30
Number of accumulation units outstanding at end of period	1,888	1,362	1,269	2,427	2,857
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2007)
Value at beginning of period	$13.81	$14.31	$12.73	$9.76	$16.35	$16.25
Value at end of period	$15.52	$13.81	$14.31	$12.73	$9.76	$16.35
Number of accumulation units outstanding at end of period	244	244	244	244	244	585
CFI 7

FOR MASTER APPLICATIONS ONLY

I hereby acknowledge receipt of Variable Account B Individual Nonqualified Variable Annuity Prospectus dated

May 1, 2013.

Please send an Account B Statement of Additional Information (Form No. SAI. 75998-13) dated May 1, 2013.

CONTRACT HOLDER’ S SIGNATURE

DATE

PRO.75998-13

                                                                                             PART B

VARIABLE ANNUITY ACCOUNT B
OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statement of Additional Information dated May 1, 2013
Individual Nonqualified Variable Annuity Contracts
This Statement of Additional Information is not a prospectus and should be read in conjunction with the current
prospectus for Variable Annuity Account B (the “Separate Account”) dated May 1, 2013.
A free prospectus is available upon request from the local ING Life Insurance and Annuity Company office or by
writing to or calling:
ING
USFS Customer Service
Defined Contribution Administration
P.O. Box 990063
Hartford, CT 06199-0063
1-800-262-3862
Read the prospectus before you invest. Terms used in this Statement of Additional Information shall have the same
meaning as in the prospectus.
TABLE OF CONTENTS
	Page
General Information and History	2
Variable Annuity Account B	2
Offering and Purchase of Contracts	3
Income Phase Payments	3
Sales Material and Advertising	4
Experts	5
Financial Statements of the Separate Account	S-1
Consolidated Financial Statements of ING Life Insurance and Annuity Company	C-1

GENERAL INFORMATION AND HISTORY

ING Life Insurance and Annuity Company (the “Company,” “we,” “us,” “our”) issues the contracts described in

this prospectus and is responsible for providing each contract’s insurance and annuity benefits. All guarantees and

benefits provided under the contracts that are not related to the separate account are subject to the claims paying

ability of the Company and our general account. We are a direct, wholly owned subsidiary of Lion Connecticut

Holdings Inc.

We are a stock life insurance company organized under the insurance laws of the State of Connecticut in 1976 and

an indirect wholly owned subsidiary of ING Groep N.V. (“ING”), a global financial institution active in the fields of

insurance, banking and asset management. Through a merger, our operations include the business of Aetna Variable

Annuity Life Insurance Company (formerly known as Participating Annuity Life Insurance Company, an Arkansas

life insurance company organized in 1954). Prior to January 1, 2002, the Company was known as Aetna Life

Insurance and Annuity Company.

Pursuant to an agreement with the European Commission (“EC”), ING has announced its intention to divest itself of

ING U.S., Inc. and its subsidiaries, including the Company (“ING U.S.”), which constitutes ING’s U.S.-based

retirement, investment management and insurance operations. Under the agreement with the EC, ING is required to

divest itself of at least 25% of ING U.S. by the end of 2013, more than 50% by the end of 2014 and 100% by the end

of 2016. While all options for effecting the separation from ING remain open, ING has announced that the base

case for this separation includes an initial public offering (“IPO”) of ING U.S., and in connection with the proposed

IPO of its common stock ING U.S. filed a registration statement on Form S-1 with the SEC in November 2012,

which was amended in January, March and April 2013. While the base case for the separation is an IPO, all options

remain open and it is possible that ING’s divestment of ING U.S. may take place by means of a sale to a single

buyer or group of buyers.

The Company serves as the depositor for the separate account.

Other than the mortality and expense risk charge and administrative expense charge, if any, described in the

prospectus, all expenses incurred in the operations of the separate account are borne by the Company. However, the

Company does receive compensation for certain administrative or distribution costs from the funds or affiliates of

the funds used as funding options under the contract. (See “Fees” in the prospectus.)

The assets of the separate account are held by the Company. The separate account has no custodian. However, the

funds in whose shares the assets of the separate account are invested each have custodians, as discussed in their

respective prospectuses.

VARIABLE ANNUITY ACCOUNT B

Variable Annuity Account B is a separate account established by the Company for the purpose of funding variable

annuity contracts issued by the Company. The separate account is registered with the Securities and Exchange

Commission (SEC) as a unit investment trust under the Investment Company Act of 1940, as amended. Payments to

accounts under the contract may be allocated to one or more of the subaccounts. Each subaccount invests in the

shares of only one of the funds offered under the contract. We may make additions to, deletions from or

substitutions of available investment options as permitted by law and subject to the conditions of the contract. The

availability of the funds is subject to applicable regulatory authorization. Not all funds are available in all

jurisdictions or under all contracts.

A complete description of each of the funds, including their investment objectives, policies, risks and fees and

expenses, are contained in the prospectuses and statements of additional information for each of the funds.

2

OFFERING AND PURCHASE OF CONTRACTS

The Company’s subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for the contracts. ING

Financial Advisers, LLC, a Delaware limited liability company, is registered as a broker-dealer with the SEC. ING

Financial Advisers, LLC is also a member of the Financial Industry Regulatory Authority and the Securities Investor

Protection Corporation. ING Financial Advisers, LLC’s principal office is located at One Orange Way, Windsor,

Connecticut 06095-4774. The contracts are distributed through life insurance agents licensed to sell variable

annuities who are registered representatives of ING Financial Advisers, LLC or of other registered broker-dealers

who have entered into sales arrangements with ING Financial Advisers, LLC. The offering of the contracts is

continuous. A description of the manner in which contracts are purchased may be found in the prospectus under the

sections entitled “Purchase and Rights” and “Your Account Value.”

Compensation paid to the principal underwriter, ING Financial Advisers, LLC, for the years ending December

31, 2012, 2011 and 2010 amounted to $1,907,879.60, $1,947,487.78 and $1,947,487.78 respectively. These

amounts reflect compensation paid to ING Financial Advisers, LLC attributable to regulatory and operating

expenses associated with the distribution of all registered variable annuity products issued by Variable Annuity

Account B of ING Life Insurance and Annuity Company.

INCOME PHASE PAYMENTS

When you begin receiving payments under the contract during the income phase (see “Income Phase” in the

prospectus), the value of your account is determined using accumulation unit values as of the 10th valuation before

the first payment is due. Such value (less any applicable premium tax charge) is applied to provide payments to you

in accordance with the payment option and investment options elected.

The annuity option tables found in the contract show, for each option, the amount of the first payment for each

$1,000 of value applied. When you select variable income payments, your account value purchases annuity units

(“Annuity Units”) of the separate account subaccounts corresponding to the funds you select. The number of

Annuity Units purchased is based on your account value and the value of each Annuity Unit on the day the Annuity

Units are purchased. Thereafter, variable payments fluctuate as the annuity unit value(s) fluctuates with the

investment experience of the selected investment option(s). The first payment and subsequent payments also vary

depending on the assumed net investment rate selected (3.5% or 5% per annum). Selection of a 5% rate causes a

higher first payment, but payments will increase thereafter only to the extent that the net investment rate increases

by more than 5% on an annual basis. Payments would decline if the rate failed to increase by 5%. Use of the 3.5%

assumed rate causes a lower first payment, but subsequent payments would increase more rapidly or decline more

slowly as changes occur in the net investment rate.

When the income phase begins, the annuitant is credited with a fixed number of annuity units (which does not

change thereafter) in each of the designated investment options. This number is calculated by dividing (a) by (b),

where (a) is the amount of the first payment based on a particular investment option, and (b) is the then current

annuity unit value for that investment option. As noted, annuity unit values fluctuate from one valuation period to

the next (see “Account Value” in the prospectus): such fluctuations reflect changes in the net investment factor for

the appropriate subaccount(s) (with a 10 day valuation lag which gives the Company time to process payments) and

a mathematical adjustment which offsets the assumed net investment rate of 3.5% or 5% per annum.

The operation of all these factors can be illustrated by the following hypothetical example. These procedures will be

performed separately for the investment options selected during the income phase.

EXAMPLE:

Assume that, at the date payments are to begin, there are 3,000 accumulation units credited under a particular

contract or account and that the value of an accumulation unit for the 10th valuation period prior to retirement was

$13.650000. This produces a total value of $40,950.

Assume also that no premium tax charge is payable and that the annuity option table in the contract provides, for the

payment option elected, a first monthly variable payment of $6.68 per $1000 of value applied; the annuitant's first

monthly payment would thus be 40.950 multiplied by $6.68, or $273.55.

3

Assume then that the value of an Annuity Unit upon the valuation period in which the first payment was due was

$13.400000. When this value is divided into the first monthly payment, the number of Annuity Units is determined

to be 20.414. The value of this number of Annuity Units will be paid in each subsequent month.

Suppose there were 30 days between the initial and second payment valuation dates. If the net investment factor

with respect to the appropriate subaccount is 1.0032737 as of the 10th valuation preceding the due date of the

second monthly income phase payment, multiplying this factor by .9971779* = .9999058^30 (to take into account

30 days of the assumed net investment rate of 3.5% per annum built into the number of Annuity Units determined

above) produces a result of 1.000442. This is then multiplied by the Annuity Unit value for the prior valuation

($13.400000 from above) to produce an Annuity Unit value of $13.405928 for the valuation occurring when the

second income phase payment is due.

The second monthly income phase payment is then determined by multiplying the number of Annuity Units by the

current Annuity Unit value, or 20.414 times $13.405928, which produces a payment of $273.67.

*If an assumed net investment rate of 5% is elected, the appropriate factor to take into account such assumed rate

would be .9959968 = .9998663^30.

SALES MATERIAL AND ADVERTISING

We may include hypothetical illustrations in our sales literature that explain the mathematical principles of dollar

cost averaging, compounded interest, tax deferred accumulation, and the mechanics of variable annuity contracts.

We may also discuss the difference between variable annuity contracts and other types of savings or investment

products such as, personal savings accounts and certificates of deposit.

We may distribute sales literature that compares the percentage change in accumulation unit values for any of the

subaccounts to established market indices such as the Standard & Poor’s 500 Stock Index and the Dow Jones

Industrial Average or to the percentage change in values of other management investment companies that have

investment objectives similar to the subaccount being compared.

We may publish in advertisements and reports, the ratings and other information assigned to us by one or more

independent rating organizations such as A.M. Best Company, Duff & Phelps, Standard & Poor’s Corporation and

Moody’s Investors Service, Inc. The purpose of the ratings is to reflect our financial strength and/or claims-paying

ability. We may also quote ranking services such as Morningstar’s Variable Annuity/Life Performance Report and

Lipper’s Variable Insurance Products Performance Analysis Service (VIPPAS), which rank variable annuity or life

subaccounts or their underlying funds by performance and/or investment objective. We may categorize funds in

terms of the asset classes they represent and use such categories in marketing material for the contracts. We may

illustrate in advertisements the performance of the underlying funds, if accompanied by performance which also

shows the performance of such funds reduced by applicable charges under the separate account. We may also show

in advertisements the portfolio holdings of the underlying funds, updated at various intervals. From time to time, we

will quote articles from newspapers and magazines or other publications or reports such as, The Wall Street Journal,

Money magazine, USA Today and The VARDS Report.

We may provide in advertising, sales literature, periodic publications or other materials information on various

topics of interest to current and prospective contract holders. These topics may include the relationship between

sectors of the economy and the economy as a whole and its effect on various securities markets, investment

strategies and techniques (such as value investing, market timing, dollar cost averaging, asset allocation, constant

ratio transfer and account rebalancing), the advantages and disadvantages of investing in tax-deferred and taxable

investments, customer profiles and hypothetical purchase and investment scenarios, financial management and tax

and retirement planning, and investment alternatives to certificates of deposit and other financial instruments,

including comparison between the contracts and the characteristics of and market for such financial instruments.

4

EXPERTS

The statements of assets and liabilities of the Variable Annuity Account B, as of December 31, 2012, and the

related statements of operations and changes in net assets for the periods disclosed in the financial statements, and

the consolidated financial statements of the Company as of December 31, 2012 and 2011, and for each of the three

years in the period ended December 31, 2012, included in the Statement of Additional Information, have been

audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon

appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as

experts in accounting and auditing.

The primary business address of Ernst & Young LLP is Suite 1000, 55 Ivan Allen Jr. Boulevard, Atlanta, GA

30308.

5

FINANCIAL STATEMENTS

Variable Annuity Account B of

ING Life Insurance and Annuity Company

Year Ended December 31, 2012

with Report of Independent Registered Public Accounting Firm

S-1

                                                            This page intentionally left blank.

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Financial Statements
Year Ended December 31, 2012
Contents
Report of Independent Registered Public Accounting Firm	1
Audited Financial Statements
Statements of Assets and Liabilities	2
Statements of Operations	28
Statements of Changes in Net Assets	56
Notes to Financial Statements	91

                                                              This page intentionally left blank.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants

ING Life Insurance and Annuity Company

We have audited the accompanying financial statements of Variable Annuity Account B of ING Life

Insurance and Annuity Company (the “Account”), which comprise the statements of assets and liabilities

of each of the investment divisions disclosed in Note 1 as of December 31, 2012, and the related

statements of operations for the year or period then ended, and the statements of changes in net assets for

the years or periods ended December 31, 2012 and 2011. These financial statements are the responsibility

of the Account’s management. Our responsibility is to express an opinion on these financial statements

based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight

Board (United States). Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement. We were not engaged

to perform an audit of the Account’s internal control over financial reporting. Our audits included

consideration of internal control over financial reporting as a basis for designing audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of

the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An audit

also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial

statements, assessing the accounting principles used and significant estimates made by management, and

evaluating the overall financial statement presentation. Our procedures included confirmation of securities

owned as of December 31, 2012, by correspondence with the transfer agents or fund companies. We

believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the

financial position of each of the investment divisions disclosed in Note 1 constituting Variable Annuity

Account B of ING Life Insurance and Annuity Company at December 31, 2012, the results of their

operations for the year or period then ended, and the changes in their net assets for the years or periods 

ended December 31, 2012 and 2011, in conformity with U.S. generally accepted accounting principles.

                                                                                                        /s/ Ernst & Young LLP

Atlanta, Georgia

April 9, 2013

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
			American Funds		American Funds					Federated
		Invesco V.I.		Insurance		Insurance				Capital
		Core Equity		Series®		Series®	Calvert VP SRI			Appreciation
	Fund - Series I		Growth-Income			International		Balanced		Fund II -
		Shares	Fund - Class 2		Fund - Class 2			Portfolio		Primary Shares
Assets
Investments in mutual funds
at fair value	$	1,426	$	6	$	9	$	871	$	4,688
Total assets		1,426		6		9		871		4,688
Net assets	$	1,426	$	6	$	9	$	871	$	4,688
Net assets
Accumulation units	$	1,218	$	6	$	9	$	871	$	4,628
Contracts in payout (annuitization)		208		-		-		-		60
Total net assets	$	1,426	$	6	$	9	$	871	$	4,688
Total number of mutual fund shares		47,304		145		488		456,405		750,059
Cost of mutual fund shares	$	1,133	$	6	$	8	$	694	$	4,444
The accompanying notes are an integral part of these financial statements.
2

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
	Federated Fund                         Federated High					Federated		Federated
		for U.S.	Income Bond                               Kaufmann Fund					Managed	Federated
		Government		Fund II -		II - Primary		Volatility	Prime Money
		Securities II	Primary Shares			Shares		Fund II	Fund II
Assets
Investments in mutual funds
at fair value	$	933	$	4,002	$	1,565	$	2,788	$	1,113
Total assets		933		4,002		1,565		2,788		1,113
Net assets	$	933	$	4,002	$	1,565	$	2,788	$	1,113
Net assets
Accumulation units	$	933	$	3,962	$	1,565	$	2,758	$	1,103
Contracts in payout (annuitization)		-		40		-		30		10
Total net assets	$	933	$	4,002	$	1,565	$	2,788	$	1,113
Total number of mutual fund shares		80,788		558,121		103,896		291,669		1,113,050
Cost of mutual fund shares	$	904	$	3,625	$	1,367	$	2,504	$	1,113
The accompanying notes are an integral part of these financial statements.
3

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
	Fidelity® VIP		Fidelity® VIP		Fidelity® VIP		Fidelity® VIP			Fidelity® VIP
	Equity-Income			Growth	High Income			Overseas		Contrafund®
		Portfolio -	Portfolio -			Portfolio -		Portfolio -		Portfolio -
		Initial Class	Initial Class		Initial Class		Initial Class			Initial Class
Assets
Investments in mutual funds
at fair value	$	51,415	$	9,570	$	238	$	3,599	$	103,676
Total assets		51,415		9,570		238		3,599		103,676
Net assets	$	51,415	$	9,570	$	238	$	3,599	$	103,676
Net assets
Accumulation units	$	51,415	$	9,570	$	-	$	3,599	$	103,676
Contracts in payout (annuitization)		-		-		238		-		-
Total net assets	$	51,415	$	9,570	$	238	$	3,599	$	103,676
Total number of mutual fund shares		2,578,478		227,581		40,991		223,702		3,921,192
Cost of mutual fund shares	$	58,126	$	8,450	$	215	$	3,348	$	103,031
The accompanying notes are an integral part of these financial statements.
				4

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
Fidelity® VIP
	Fidelity® VIP		Investment		Franklin Small					ING
		Index 500	Grade Bond			Cap Value	ING Balanced			Intermediate
		Portfolio -	Portfolio -			Securities	Portfolio -			Bond Portfolio -
		Initial Class	Initial Class		Fund - Class 2			Class I		Class I
Assets
Investments in mutual funds
at fair value	$	18,967	$	708	$	2,681	$	67,751	$	114,638
Total assets		18,967		708		2,681		67,751		114,638
Net assets	$	18,967	$	708	$	2,681	$	67,751	$	114,638
Net assets
Accumulation units	$	18,967	$	708	$	2,681	$	47,242	$	103,609
Contracts in payout (annuitization)		-		-		-		20,509		11,029
Total net assets	$	18,967	$	708	$	2,681	$	67,751	$	114,638
Total number of mutual fund shares		130,881		54,174		147,045		5,521,696		8,845,493
Cost of mutual fund shares	$	17,007	$	679	$	2,241	$	68,675	$	107,316
The accompanying notes are an integral part of these financial statements.
				5

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
										ING BlackRock
					ING American		ING BlackRock			Inflation
	ING American		ING American		Funds World		Health Sciences			Protected Bond
		Funds Asset		Funds		Allocation	Opportunities			Portfolio -
		Allocation	International			Portfolio -		Portfolio -		Institutional
		Portfolio		Portfolio	Service Class			Service Class		Class
Assets
Investments in mutual funds
at fair value	$	1,070	$	7,848	$	139	$	389	$	365
Total assets		1,070		7,848		139		389		365
Net assets	$	1,070	$	7,848	$	139	$	389	$	365
Net assets
Accumulation units	$	1,070	$	6,444	$	139	$	389	$	365
Contracts in payout (annuitization)		-		1,404		-		-		-
Total net assets	$	1,070	$	7,848	$	139	$	389	$	365
Total number of mutual fund shares		97,817		483,530		12,765		29,175		33,206
Cost of mutual fund shares	$	1,033	$	6,791	$	142	$	349	$	352
The accompanying notes are an integral part of these financial statements.
				6

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
			ING BlackRock			ING Clarion
	ING BlackRock			Large Cap		Global Real	ING Clarion
		Inflation		Growth		Estate	Global Real			ING Clarion
	Protected Bond			Portfolio -		Portfolio -		Estate		Real Estate
		Portfolio -		Institutional		Institutional	Portfolio -			Portfolio -
		Service Class		Class		Class	Service Class			Service Class
Assets
Investments in mutual funds
at fair value	$	5,523	$	20,913	$	1,906	$	1,133	$	3,041
Total assets		5,523		20,913		1,906		1,133		3,041
Net assets	$	5,523	$	20,913	$	1,906	$	1,133	$	3,041
Net assets
Accumulation units	$	5,523	$	19,215	$	1,906	$	1,133	$	3,041
Contracts in payout (annuitization)		-		1,698		-		-		-
Total net assets	$	5,523	$	20,913	$	1,906	$	1,133	$	3,041
Total number of mutual fund shares		504,423		1,908,142		170,605		101,989		112,034
Cost of mutual fund shares	$	5,515	$	20,890	$	1,635	$	903	$	2,555
The accompanying notes are an integral part of these financial statements.
7

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
										ING Franklin
		ING FMRSM								Templeton
	Diversified Mid			ING FMRSM	ING Franklin		ING Franklin			Founding
	Cap Portfolio -		Diversified Mid			Income	Mutual Shares			Strategy
		Institutional	Cap Portfolio -			Portfolio -	Portfolio -			Portfolio -
		Class		Service Class	Service Class		Service Class			Service Class
Assets
Investments in mutual funds
at fair value	$	12,661	$	1,551	$	4,905	$	1,317	$	284
Total assets		12,661		1,551		4,905		1,317		284
Net assets	$	12,661	$	1,551	$	4,905	$	1,317	$	284
Net assets
Accumulation units	$	10,980	$	1,551	$	4,905	$	1,317	$	284
Contracts in payout (annuitization)		1,681		-		-		-		-
Total net assets	$	12,661	$	1,551	$	4,905	$	1,317	$	284
Total number of mutual fund shares		818,419		100,827		475,734		152,775		31,555
Cost of mutual fund shares	$	10,706	$	1,436	$	4,476	$	1,057	$	284
The accompanying notes are an integral part of these financial statements.
8

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
			ING Invesco		ING JPMorgan					ING JPMorgan
			Van Kampen			Emerging	ING JPMorgan			Small Cap Core
		ING Global	Growth and		Markets Equity			Emerging		Equity
		Resources	Income			Portfolio -	Markets Equity			Portfolio -
		Portfolio -	Portfolio -			Institutional		Portfolio -		Institutional
	Service Class		Service Class			Class		Service Class		Class
Assets
Investments in mutual funds
at fair value	$	5,085	$	729	$	5,881	$	7,616	$	2,220
Total assets		5,085		729		5,881		7,616		2,220
Net assets	$	5,085	$	729	$	5,881	$	7,616	$	2,220
Net assets
Accumulation units	$	5,085	$	729	$	5,881	$	7,616	$	2,220
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	5,085	$	729	$	5,881	$	7,616	$	2,220
Total number of mutual fund shares		271,640		30,912		280,998		365,781		143,847
Cost of mutual fund shares	$	5,347	$	569	$	5,742	$	7,647	$	1,853
The accompanying notes are an integral part of these financial statements.
				9

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
	ING JPMorgan		ING Large Cap
	Small Cap Core			Growth	ING Large Cap					ING Marsico
		Equity		Portfolio -	Value Portfolio -		ING Large Cap			Growth
		Portfolio -		Institutional		Institutional	Value Portfolio -			Portfolio -
		Service Class		Class		Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	207	$	37,320	$	5,325	$	978	$	930
Total assets		207		37,320		5,325		978		930
Net assets	$	207	$	37,320	$	5,325	$	978	$	930
Net assets
Accumulation units	$	207	$	33,593	$	5,325	$	978	$	930
Contracts in payout (annuitization)		-		3,727		-		-		-
Total net assets	$	207	$	37,320	$	5,325	$	978	$	930
Total number of mutual fund shares		13,490		2,521,637		576,909		106,950		49,412
Cost of mutual fund shares	$	189	$	34,486	$	4,635	$	908	$	840
The accompanying notes are an integral part of these financial statements.
10

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
	ING MFS Total
		Return	ING MFS Total			ING MFS		ING PIMCO		ING PIMCO
		Portfolio -		Return		Utilities		High Yield		Total Return
		Institutional		Portfolio -		Portfolio -		Portfolio -		Bond Portfolio -
		Class		Service Class		Service Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	30,011	$	970	$	2,323	$	4,999	$	4,363
Total assets		30,011		970		2,323		4,999		4,363
Net assets	$	30,011	$	970	$	2,323	$	4,999	$	4,363
Net assets
Accumulation units	$	30,011	$	970	$	2,323	$	4,999	$	4,363
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	30,011	$	970	$	2,323	$	4,999	$	4,363
Total number of mutual fund shares		1,862,874		60,198		154,849		470,226		357,347
Cost of mutual fund shares	$	29,016	$	827	$	2,043	$	4,776	$	4,228
The accompanying notes are an integral part of these financial statements.
				11

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
ING Pioneer
		ING Pioneer	Mid Cap Value		ING Pioneer		ING Retirement			ING Retirement
	Fund Portfolio -		Portfolio -		Mid Cap Value			Conservative		Growth
		Institutional	Institutional			Portfolio -		Portfolio -		Portfolio -
		Class	Class		Service Class		Adviser Class			Adviser Class
Assets
Investments in mutual funds
at fair value	$	7,594	$	1,956	$	561	$	1,983	$	4,536
Total assets		7,594		1,956		561		1,983		4,536
Net assets	$	7,594	$	1,956	$	561	$	1,983	$	4,536
Net assets
Accumulation units	$	6,009	$	1,956	$	561	$	1,983	$	4,536
Contracts in payout (annuitization)		1,585		-		-		-		-
Total net assets	$	7,594	$	1,956	$	561	$	1,983	$	4,536
Total number of mutual fund shares		664,932		173,107		49,567		209,221		401,749
Cost of mutual fund shares	$	6,947	$	1,659	$	518	$	1,952	$	3,856
The accompanying notes are an integral part of these financial statements.
				12

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
	ING Retirement				ING T. Rowe		ING T. Rowe			ING T. Rowe
	Moderate		ING Retirement                                Price Capital				Price Equity			Price
	Growth		Moderate		Appreciation		Income			International
	Portfolio -		Portfolio -		Portfolio -		Portfolio -			Stock Portfolio -
	Adviser Class		Adviser Class		Service Class		Service Class			Service Class
Assets
Investments in mutual funds
at fair value	$	4,529	$	5,002	$	15,801	$	5,210	$	3,179
Total assets		4,529		5,002		15,801		5,210		3,179
Net assets	$	4,529	$	5,002	$	15,801	$	5,210	$	3,179
Net assets
Accumulation units	$	4,529	$	5,002	$	15,801	$	5,210	$	3,179
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	4,529	$	5,002	$	15,801	$	5,210	$	3,179
Total number of mutual fund shares		394,146		431,937		630,545		396,187		271,741
Cost of mutual fund shares	$	3,882	$	4,393	$	13,390	$	4,476	$	3,001
The accompanying notes are an integral part of these financial statements.
				13

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
										ING American
	ING Templeton					ING Money		ING Money		Century Small-
	Global Growth		ING U.S. Stock			Market		Market		Mid Cap Value
		Portfolio -	Index Portfolio -			Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Class I		Class S		Service Class
Assets
Investments in mutual funds
at fair value	$	349	$	70	$	68,966	$	74	$	1,878
Total assets		349		70		68,966		74		1,878
Net assets	$	349	$	70	$	68,966	$	74	$	1,878
Net assets
Accumulation units	$	349	$	70	$	63,476	$	74	$	1,878
Contracts in payout (annuitization)		-		-		5,490		-		-
Total net assets	$	349	$	70	$	68,966	$	74	$	1,878
Total number of mutual fund shares		27,882		6,076		68,966,201		74,489		156,132
Cost of mutual fund shares	$	311	$	63	$	68,966	$	74	$	1,663
The accompanying notes are an integral part of these financial statements.
				14

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
ING Columbia
		ING Baron	Small Cap		ING Davis New
		Growth	Value II		York Venture			ING Global		ING Global
		Portfolio -	Portfolio -		Portfolio -		Bond Portfolio -			Bond Portfolio -
	Service Class		Service Class		Service Class			Initial Class		Service Class
Assets
Investments in mutual funds
at fair value	$	4,561	$	419	$	2,062	$	34,048	$	137
Total assets		4,561		419		2,062		34,048		137
Net assets	$	4,561	$	419	$	2,062	$	34,048	$	137
Net assets
Accumulation units	$	4,561	$	419	$	2,062	$	31,178	$	-
Contracts in payout (annuitization)		-		-		-		2,870		137
Total net assets	$	4,561	$	419	$	2,062	$	34,048	$	137
Total number of mutual fund shares		196,783		36,561		109,964		2,971,003		11,972
Cost of mutual fund shares	$	3,449	$	379	$	1,594	$	32,762	$	140
The accompanying notes are an integral part of these financial statements.
				15

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
						ING Invesco
				ING Invesco		Van Kampen				ING
		ING Growth		Van Kampen		Equity and	ING JPMorgan			Oppenheimer
		and Income		Comstock		Income	Mid Cap Value			Global
	Core Portfolio -			Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Initial Class		Service Class		Initial Class		Service Class		Initial Class
Assets
Investments in mutual funds
at fair value	$	11,450	$	862	$	47,507	$	2,176	$	77,309
Total assets		11,450		862		47,507		2,176		77,309
Net assets	$	11,450	$	862	$	47,507	$	2,176	$	77,309
Net assets
Accumulation units	$	9,605	$	862	$	47,507	$	2,176	$	74,547
Contracts in payout (annuitization)		1,845		-		-		-		2,762
Total net assets	$	11,450	$	862	$	47,507	$	2,176	$	77,309
Total number of mutual fund shares		382,036		74,934		1,304,055		130,292		5,133,423
Cost of mutual fund shares	$	11,534	$	646	$	44,818	$	1,670	$	68,454
The accompanying notes are an integral part of these financial statements.
16

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
	ING PIMCO		ING Pioneer
	Total Return		High Yield		ING Solution		ING Solution			ING Solution
		Portfolio -	Portfolio -		2015 Portfolio -		2025 Portfolio -			2035 Portfolio -
	Service Class		Initial Class		Service Class		Service Class			Service Class
Assets
Investments in mutual funds
at fair value	$	13,448	$	17,097	$	2,108	$	2,664	$	4,430
Total assets		13,448		17,097		2,108		2,664		4,430
Net assets	$	13,448	$	17,097	$	2,108	$	2,664	$	4,430
Net assets
Accumulation units	$	13,448	$	14,995	$	2,108	$	2,664	$	4,430
Contracts in payout (annuitization)		-		2,102		-		-		-
Total net assets	$	13,448	$	17,097	$	2,108	$	2,664	$	4,430
Total number of mutual fund shares		1,103,239		1,473,882		185,868		229,269		370,411
Cost of mutual fund shares	$	13,030	$	14,590	$	1,997	$	2,309	$	3,955
The accompanying notes are an integral part of these financial statements.
				17

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
					ING T. Rowe
					Price Diversified		ING T. Rowe
			ING Solution			Mid Cap	Price Growth			ING Templeton
	ING Solution			Income		Growth		Equity		Foreign Equity
	2045 Portfolio -		Portfolio -			Portfolio -	Portfolio -			Portfolio -
	Service Class		Service Class			Initial Class	Initial Class			Initial Class
Assets
Investments in mutual funds
at fair value	$	1,784	$	1,197	$	41,061	$	29,888	$	17,443
Total assets		1,784		1,197		41,061		29,888		17,443
Net assets	$	1,784	$	1,197	$	41,061	$	29,888	$	17,443
Net assets
Accumulation units	$	1,784	$	1,197	$	41,061	$	25,666	$	16,339
Contracts in payout (annuitization)		-		-		-		4,222		1,104
Total net assets	$	1,784	$	1,197	$	41,061	$	29,888	$	17,443
Total number of mutual fund shares		147,436		108,529		4,687,333		467,002		1,564,377
Cost of mutual fund shares	$	1,642	$	1,148	$	37,828	$	24,299	$	16,527
The accompanying notes are an integral part of these financial statements.
				18

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
	ING UBS U.S.		ING Strategic		ING Strategic		ING Strategic
		Large Cap	Allocation			Allocation	Allocation			ING Growth
		Equity	Conservative			Growth		Moderate		and Income
		Portfolio -	Portfolio -			Portfolio -	Portfolio -			Portfolio -
		Initial Class		Class I		Class I		Class I		Class A
Assets
Investments in mutual funds
at fair value	$	12,210	$	6,993	$	7,948	$	9,615	$	1,591
Total assets		12,210		6,993		7,948		9,615		1,591
Net assets	$	12,210	$	6,993	$	7,948	$	9,615	$	1,591
Net assets
Accumulation units	$	12,210	$	5,092	$	6,752	$	7,320	$	-
Contracts in payout (annuitization)		-		1,901		1,196		2,295		1,591
Total net assets	$	12,210	$	6,993	$	7,948	$	9,615	$	1,591
Total number of mutual fund shares		1,245,881		627,771		723,215		870,142		65,485
Cost of mutual fund shares	$	11,260	$	6,130	$	6,854	$	9,280	$	1,482
The accompanying notes are an integral part of these financial statements.
19

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
	ING Growth
		and Income	ING GET U.S.		ING GET U.S.		ING GET U.S.			ING GET U.S.
		Portfolio -	Core Portfolio -		Core Portfolio -		Core Portfolio -			Core Portfolio -
		Class I		Series 11		Series 12		Series 13		Series 14
Assets
Investments in mutual funds
at fair value	$	198,559	$	3,254	$	7,902	$	8,765	$	6,018
Total assets		198,559		3,254		7,902		8,765		6,018
Net assets	$	198,559	$	3,254	$	7,902	$	8,765	$	6,018
Net assets
Accumulation units	$	147,848	$	3,254	$	7,902	$	8,765	$	6,018
Contracts in payout (annuitization)		50,711		-		-		-		-
Total net assets	$	198,559	$	3,254	$	7,902	$	8,765	$	6,018
Total number of mutual fund shares		8,091,220		422,113		1,031,657		918,742		607,248
Cost of mutual fund shares	$	159,177	$	3,562	$	8,315	$	9,082	$	6,114
The accompanying notes are an integral part of these financial statements.
				20

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
	ING BlackRock
		Science and
		Technology		ING Euro	ING Index Plus		ING Index Plus			ING Index Plus
	Opportunities			STOXX 50®		LargeCap		MidCap		SmallCap
		Portfolio -	Index Portfolio -			Portfolio -		Portfolio -		Portfolio -
		Class I		Class I		Class I		Class I		Class I
Assets
Investments in mutual funds
at fair value	$	4,911	$	40	$	62,530	$	9,658	$	3,348
Total assets		4,911		40		62,530		9,658		3,348
Net assets	$	4,911	$	40	$	62,530	$	9,658	$	3,348
Net assets
Accumulation units	$	4,911	$	40	$	46,830	$	9,658	$	3,348
Contracts in payout (annuitization)		-		-		15,700		-		-
Total net assets	$	4,911	$	40	$	62,530	$	9,658	$	3,348
Total number of mutual fund shares		906,030		4,009		4,068,310		543,800		216,310
Cost of mutual fund shares	$	5,160	$	37	$	58,781	$	8,861	$	2,867
The accompanying notes are an integral part of these financial statements.
				21

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
(Dollars in thousands)
					ING Russell™					ING Russell™
		ING		ING		Large Cap	ING Russell™			Large Cap
		International		International	Growth Index			Large Cap		Value Index
	Index Portfolio -		Index Portfolio -			Portfolio -	Index Portfolio -			Portfolio -
		Class I		Class S		Class I		Class I		Class I
Assets
Investments in mutual funds
at fair value	$	7,856	$	16	$	25,455	$	14,334	$	7,317
Total assets		7,856		16		25,455		14,334		7,317
Net assets	$	7,856	$	16	$	25,455	$	14,334	$	7,317
Net assets
Accumulation units	$	7,149	$	16	$	25,238	$	11,736	$	7,317
Contracts in payout (annuitization)		707		-		217		2,598		-
Total net assets	$	7,856	$	16	$	25,455	$	14,334	$	7,317
Total number of mutual fund shares		928,605		1,934		1,516,990		1,298,389		512,762
Cost of mutual fund shares	$	7,198	$	15	$	17,210	$	11,496	$	5,788
The accompanying notes are an integral part of these financial statements.
				22

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
	ING Russell™		ING Russell™
		Large Cap		Mid Cap	ING Russell™		ING Russell™			ING Small
		Value Index	Growth Index		Mid Cap Index			Small Cap		Company
		Portfolio -	Portfolio -			Portfolio -	Index Portfolio -			Portfolio -
		Class S		Class S		Class I		Class I		Class I
Assets
Investments in mutual funds
at fair value	$	1,276	$	795	$	667	$	831	$	25,858
Total assets		1,276		795		667		831		25,858
Net assets	$	1,276	$	795	$	667	$	831	$	25,858
Net assets
Accumulation units	$	1,276	$	795	$	667	$	831	$	22,007
Contracts in payout (annuitization)		-		-		-		-		3,851
Total net assets	$	1,276	$	795	$	667	$	831	$	25,858
Total number of mutual fund shares		89,704		43,412		53,539		64,608		1,317,262
Cost of mutual fund shares	$	1,010	$	767	$	625	$	804	$	22,256
The accompanying notes are an integral part of these financial statements.
23

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
				ING	ING MidCap		ING MidCap			ING SmallCap
	ING U.S. Bond			International	Opportunities		Opportunities			Opportunities
	Index Portfolio -		Value Portfolio -			Portfolio -	Portfolio -			Portfolio -
		Class I		Class I		Class I		Class S		Class I
Assets
Investments in mutual funds
at fair value	$	1,220	$	1,399	$	1,899	$	3,372	$	898
Total assets		1,220		1,399		1,899		3,372		898
Net assets	$	1,220	$	1,399	$	1,899	$	3,372	$	898
Net assets
Accumulation units	$	1,220	$	1,399	$	1,899	$	3,372	$	898
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,220	$	1,399	$	1,899	$	3,372	$	898
Total number of mutual fund shares		111,171		171,082		147,434		268,261		40,246
Cost of mutual fund shares	$	1,223	$	1,297	$	1,779	$	2,758	$	882
The accompanying notes are an integral part of these financial statements.
				24

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
						Janus Aspen
				Janus Aspen		Series	Lord Abbett
	ING SmallCap		Series Balanced			Enterprise	Series Fund -		Oppenheimer
	Opportunities			Portfolio -		Portfolio -	Mid-Cap Stock		Global
		Portfolio -		Institutional		Institutional		Portfolio -	Securities
		Class S		Shares		Shares		Class VC	Fund/VA
Assets
Investments in mutual funds
at fair value	$	2,297	$	7	$	-	$	1,878	$	19
Total assets		2,297		7		-		1,878		19
Net assets	$	2,297	$	7	$	-	$	1,878	$	19
Net assets
Accumulation units	$	2,297	$	7	$	-	$	1,878	$	-
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	2,297	$	7	$	-	$	1,878	$	19
Total number of mutual fund shares		106,156		244		1		104,070	570
Cost of mutual fund shares	$	2,017	$	6	$	-	$	1,501	$	15
The accompanying notes are an integral part of these financial statements.
25

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Assets and Liabilities
		December, 31 2012
		(Dollars in thousands)
							PIMCO Real			Pioneer
			Oppenheimer		Oppenheimer			Return		Emerging
	Oppenheimer			Main Street	Small- & Mid-			Portfolio -		Markets VCT
		Main Street	Small- & Mid-			Cap Growth	Administrative			Portfolio -
		Fund®/VA	Cap Fund®/VA			Fund/VA		Class		Class I
Assets
Investments in mutual funds
at fair value	$	288	$	765	$	145	$	9,299	$	1,525
Total assets		288		765		145		9,299		1,525
Net assets	$	288	$	765	$	145	$	9,299	$	1,525
Net assets
Accumulation units	$	-	$	765	$	-	$	9,299	$	1,525
Contracts in payout (annuitization)		288		-		145		-		-
Total net assets	$	288	$	765	$	145	$	9,299	$	1,525
Total number of mutual fund shares		12,029		37,996		2,640		652,591		58,749
Cost of mutual fund shares	$	264	$	599	$	132	$	8,950	$	1,637
The accompanying notes are an integral part of these financial statements.
				26

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Assets and Liabilities
December, 31 2012
(Dollars in thousands)
Invesco Van
			Kampen
		Pioneer High	American
		Yield VCT	Franchise
		Portfolio - Class I	Fund - Class I Shares		Wanger International		Wanger Select			Wanger USA
Assets
Investments in mutual funds
at fair value	$	556	$	693	$	1,742	$	2,636	$	880
Total assets		556		693		1,742		2,636		880
Net assets	$	556	$	693	$	1,742	$	2,636	$	880
Net assets
Accumulation units	$	556	$	650	$	1,742	$	2,636	$	880
Contracts in payout (annuitization)		-		43		-		-		-
Total net assets	$	556	$	693	$	1,742	$	2,636	$	880
Total number of mutual fund shares		53,139		19,099		55,845		95,712		26,016
Cost of mutual fund shares	$	540	$	710	$	1,841	$	2,297	$	864
The accompanying notes are an integral part of these financial statements.
27

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
		Invesco V.I.					American Funds		American Funds
		Capital			Invesco V.I.		Insurance			Insurance
	Appreciation				Core Equity		Series®			Series®		Calvert VP SRI
	Fund - Series I			Fund - Series I			Growth-Income			International		Balanced
		Shares			Shares		Fund - Class 2		Fund - Class 2			Portfolio
Net investment income (loss)
Income:
Dividends	$	-		$	14		$	-	$	-	$	11
Total investment income		-			14			-		-		11
Expenses:
Mortality, expense risk
and other charges		2			15			-		-		11
Total expenses		2			15			-		-		11
Net investment income (loss)		(2	)		(1	)		-		-		-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		38			3			-		-		-
Capital gains distributions		-			-			-		-		-
Total realized gain (loss) on investments
and capital gains distributions		38			3			-		-		-
Net unrealized appreciation
(depreciation) of investments		53			173			-		1		99
Net realized and unrealized gain (loss)
on investments		91			176			-		1		99
Net increase (decrease) in net assets
resulting from operations	$	89		$	175		$	-	$	1	$	99
The accompanying notes are an integral part of these financial statements.
				28

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
		Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
		Federated
		Capital		Federated Fund			Federated High			Federated		Federated
		Appreciation		for U.S.			Income Bond			Kaufmann Fund		Managed
		Fund II -		Government			Fund II -			II - Primary		Volatility
	Primary Shares			Securities II			Primary Shares			Shares		Fund II
Net investment income (loss)
Income:
Dividends	$	28		$	41		$	295	$	-		$	91
Total investment income		28			41			295		-			91
Expenses:
Mortality, expense risk
and other charges		71			14			55		23			42
Total expenses		71			14			55		23			42
Net investment income (loss)		(43	)		27			240		(23	)		49
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		49			10			(32	)	30			79
Capital gains distributions		287			-			-		-			182
Total realized gain (loss) on investments
and capital gains distributions		336			10			(32	)	30			261
Net unrealized appreciation
(depreciation) of investments		136			(21	)		272		233			34
Net realized and unrealized gain (loss)
on investments		472			(11	)		240		263			295
Net increase (decrease) in net assets
resulting from operations	$	429		$	16		$	480	$	240		$	344
The accompanying notes are an integral part of these financial statements.
				29

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
				Fidelity® VIP			Fidelity® VIP			Fidelity® VIP			Fidelity® VIP
	Federated			Equity-Income				Growth		High Income			Overseas
	Prime Money			Portfolio -				Portfolio -		Portfolio -			Portfolio -
	Fund II			Initial Class				Initial Class		Initial Class			Initial Class
Net investment income (loss)
Income:
Dividends	$	-		$	1,566		$	58		$	13	$	67
Total investment income		-			1,566			58			13		67
Expenses:
Mortality, expense risk
and other charges		18			641			88			3		31
Total expenses		18			641			88			3		31
Net investment income (loss)		(18	)		925			(30	)		10		36
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		-			(2,159	)		336			8		(260	)
Capital gains distributions		-			3,309			-			-		12
Total realized gain (loss) on investments
and capital gains distributions		-			1,150			336			8		(248	)
Net unrealized appreciation
(depreciation) of investments		-			5,791			953			9		850
Net realized and unrealized gain (loss)
on investments		-			6,941			1,289			17		602
Net increase (decrease) in net assets
resulting from operations	$	(18	)	$	7,866		$	1,259		$	27	$	638
The accompanying notes are an integral part of these financial statements.
				30

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
	Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
						Fidelity® VIP
	Fidelity® VIP			Fidelity® VIP		Investment		Franklin Small
	Contrafund®			Index 500		Grade Bond		Cap Value				ING Balanced
	Portfolio -			Portfolio -		Portfolio -		Securities				Portfolio -
	Initial Class			Initial Class		Initial Class		Fund - Class 2				Class I
Net investment income (loss)
Income:
Dividends	$	1,394		$	394	$	17	$	21		$	2,131
Total investment income		1,394			394		17		21			2,131
Expenses:
Mortality, expense risk
and other charges		1,221			274		10		24			819
Total expenses		1,221			274		10		24			819
Net investment income (loss)		173			120		7		(3	)		1,312
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(4,345	)		575		-		310			(1,085	)
Capital gains distributions		-			252		19		-			-
Total realized gain (loss) on investments
and capital gains distributions		(4,345	)		827		19		310			(1,085	)
Net unrealized appreciation
(depreciation) of investments		19,320			1,665		6		94			7,825
Net realized and unrealized gain (loss)
on investments		14,975			2,492		25		404			6,740
Net increase (decrease) in net assets
resulting from operations	$	15,148		$	2,612	$	32	$	401		$	8,052
The accompanying notes are an integral part of these financial statements.
				31

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
		Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
											ING American
	ING		ING American					ING American			Funds World
	Intermediate		Funds Asset		ING American			Funds			Allocation
	Bond Portfolio -		Allocation		Funds Growth			International			Portfolio -
	Class I		Portfolio			Portfolio		Portfolio			Service Class
Net investment income (loss)
Income:
Dividends	$	5,094	$	6	$	7		$	109		$	2
Total investment income		5,094		6		7			109			2
Expenses:
Mortality, expense risk
and other charges		1,279		6		68			102			2
Total expenses		1,279		6		68			102			2
Net investment income (loss)		3,815		-		(61	)		7			-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		64		5		705			(627	)		8
Capital gains distributions		-		1		189			-			9
Total realized gain (loss) on investments
and capital gains distributions		64		6		894			(627	)		17
Net unrealized appreciation
(depreciation) of investments		4,523		41		(103	)		1,905			(4	)
Net realized and unrealized gain (loss)
on investments		4,587		47		791			1,278			13
Net increase (decrease) in net assets
resulting from operations	$	8,402	$	47	$	730		$	1,285		$	13
The accompanying notes are an integral part of these financial statements.
			32

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
		Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
							ING BlackRock						ING BlackRock
				ING BlackRock				Inflation	ING BlackRock				Large Cap
		ING Artio		Health Sciences				Protected Bond		Inflation			Growth
		Foreign		Opportunities				Portfolio -	Protected Bond				Portfolio -
		Portfolio -			Portfolio -			Institutional		Portfolio -			Institutional
		Service Class		Service Class				Class		Service Class			Class
Net investment income (loss)
Income:
Dividends	$	38		$	2		$	3	$	27		$	159
Total investment income		38			2			3		27			159
Expenses:
Mortality, expense risk
and other charges		15			3			3		53			265
Total expenses		15			3			3		53			265
Net investment income (loss)		23			(1	)		-		(26	)		(106	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(239	)		12			2		39			(631	)
Capital gains distributions		-			5			18		233			-
Total realized gain (loss) on investments
and capital gains distributions		(239	)		17			20		272			(631	)
Net unrealized appreciation
(depreciation) of investments		296			44			-		(39	)		3,514
Net realized and unrealized gain (loss)
on investments		57			61			20		233			2,883
Net increase (decrease) in net assets
resulting from operations	$	80		$	60		$	20	$	207		$	2,777
The accompanying notes are an integral part of these financial statements.
				33

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
		Statements of Operations
For the Year Ended December 31, 2012
		(Dollars in thousands)
		ING Clarion
		Global Real			ING Clarion			ING FMRSM
		Estate			Global Real		ING Clarion	Diversified Mid			ING FMRSM
		Portfolio -			Estate		Real Estate	Cap Portfolio -			Diversified Mid
		Institutional			Portfolio -		Portfolio -	Institutional			Cap Portfolio -
		Class			Service Class		Service Class		Class		Service Class
Net investment income (loss)
Income:
Dividends	$	13		$	6	$	27	$	110		$	10
Total investment income		13			6		27		110			10
Expenses:
Mortality, expense risk
and other charges		14			12		24		165			13
Total expenses		14			12		24		165			13
Net investment income (loss)		(1	)		(6	)	3		(55	)		(3	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		84			(16	)	172		340			62
Capital gains distributions		-			-		-		-			-
Total realized gain (loss) on investments
and capital gains distributions		84			(16	)	172		340			62
Net unrealized appreciation
(depreciation) of investments		296			238		183		1,387			142
Net realized and unrealized gain (loss)
on investments		380			222		355		1,727			204
Net increase (decrease) in net assets
resulting from operations	$	379		$	216	$	358	$	1,672		$	201
The accompanying notes are an integral part of these financial statements.
				34

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
					ING Franklin				ING Invesco
					Templeton				Van Kampen
	ING Franklin		ING Franklin		Founding		ING Global		Growth and
		Income	Mutual Shares		Strategy		Resources		Income
		Portfolio -		Portfolio -	Portfolio -		Portfolio -		Portfolio -
	Service Class		Service Class		Service Class		Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$	261	$	20	$	- $	43		$	15
Total investment income		261		20		-	43			15
Expenses:
Mortality, expense risk
and other charges		56		16		-	57			7
Total expenses		56		16		-	57			7
Net investment income (loss)		205		4		-	(14	)		8
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		108		30		-	527			21
Capital gains distributions		-		-		-	-			-
Total realized gain (loss) on investments
and capital gains distributions		108		30		-	527			21
Net unrealized appreciation
(depreciation) of investments		173		125		-	(756	)		79
Net realized and unrealized gain (loss)
on investments		281		155		-	(229	)		100
Net increase (decrease) in net assets
resulting from operations	$	486	$	159	$	- $	(243	)	$	108
The accompanying notes are an integral part of these financial statements.
			35

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING JPMorgan						ING JPMorgan
		Emerging		ING JPMorgan			Small Cap Core			ING JPMorgan				ING Large Cap
	Markets Equity				Emerging			Equity		Small Cap Core				Growth
		Portfolio -		Markets Equity				Portfolio -			Equity			Portfolio -
		Institutional			Portfolio -			Institutional			Portfolio -			Institutional
		Class		Service Class				Class			Service Class			Class
Net investment income (loss)
Income:
Dividends	$	-		$	-		$	9		$	-		$	159
Total investment income		-			-			9			-			159
Expenses:
Mortality, expense risk
and other charges		75			59			27			2			415
Total expenses		75			59			27			2			415
Net investment income (loss)		(75	)		(59	)		(18	)		(2	)		(256	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		276			(62	)		46			18			1,591
Capital gains distributions		146			178			-			-			266
Total realized gain (loss) on investments
and capital gains distributions		422			116			46			18			1,857
Net unrealized appreciation
(depreciation) of investments		586			1,056			340			21			3,272
Net realized and unrealized gain (loss)
on investments		1,008			1,172			386			39			5,129
Net increase (decrease) in net assets
resulting from operations	$	933		$	1,113		$	368		$	37		$	4,873
The accompanying notes are an integral part of these financial statements.
				36

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING Large Cap				ING Marsico			ING MFS Total				ING MFS Total
	Value Portfolio -		ING Large Cap			Growth		Return Portfolio				Return
		Institutional	Value Portfolio -			Portfolio -		- Institutional				Portfolio -
		Class	Service Class		Service Class				Class			Service Class
Net investment income (loss)
Income:
Dividends	$	125	$	17	$	6		$	848		$	23
Total investment income		125		17		6			848			23
Expenses:
Mortality, expense risk
and other charges		41		9		14			395			7
Total expenses		41		9		14			395			7
Net investment income (loss)		84		8		(8	)		453			16
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		245		12		303			(722	)		42
Capital gains distributions		-		-		-			-			-
Total realized gain (loss) on investments
and capital gains distributions		245		12		303			(722	)		42
Net unrealized appreciation
(depreciation) of investments		304		69		(118	)		3,335			32
Net realized and unrealized gain (loss)
on investments		549		81		185			2,613			74
Net increase (decrease) in net assets
resulting from operations	$	633	$	89	$	177		$	3,066		$	90
The accompanying notes are an integral part of these financial statements.
			37

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
										ING Pioneer
		ING MFS		ING PIMCO		ING PIMCO		ING Pioneer		Mid Cap Value
		Utilities		High Yield		Total Return	Fund Portfolio -			Portfolio -
		Portfolio -		Portfolio -	Bond Portfolio -			Institutional		Institutional
		Service Class		Service Class		Service Class		Class		Class
Net investment income (loss)
Income:
Dividends	$	73	$	291	$	119	$	119	$	23
Total investment income		73		291		119		119		23
Expenses:
Mortality, expense risk
and other charges		22		51		44		102		18
Total expenses		22		51		44		102		18
Net investment income (loss)		51		240		75		17		5
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		231		68		11		414		7
Capital gains distributions		-		-		-		-		-
Total realized gain (loss) on investments
and capital gains distributions		231		68		11		414		7
Net unrealized appreciation
(depreciation) of investments		9		242		142		278		189
Net realized and unrealized gain (loss)
on investments		240		310		153		692		196
Net increase (decrease) in net assets
resulting from operations	$	291	$	550	$	228	$	709	$	201
The accompanying notes are an integral part of these financial statements.
			38

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
								ING Retirement
	ING Pioneer			ING Retirement		ING Retirement			Moderate		ING Retirement
	Mid Cap Value			Conservative			Growth		Growth		Moderate
		Portfolio -			Portfolio -		Portfolio -		Portfolio -		Portfolio -
	Service Class			Adviser Class		Adviser Class		Adviser Class			Adviser Class
Net investment income (loss)
Income:
Dividends	$	5		$	41	$	107	$	137	$	181
Total investment income		5			41		107		137		181
Expenses:
Mortality, expense risk
and other charges		7			19		57		63		73
Total expenses		7			19		57		63		73
Net investment income (loss)		(2	)		22		50		74		108
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		22			27		109		227		361
Capital gains distributions		-			17		-		-		-
Total realized gain (loss) on investments
and capital gains distributions		22			44		109		227		361
Net unrealized appreciation
(depreciation) of investments		33			21		347		199		31
Net realized and unrealized gain (loss)
on investments		55			65		456		426		392
Net increase (decrease) in net assets
resulting from operations	$	53		$	87	$	506	$	500	$	500
The accompanying notes are an integral part of these financial statements.
				39

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING T. Rowe		ING T. Rowe		ING T. Rowe
	Price Capital		Price Equity		Price			ING Templeton
	Appreciation		Income		International			Global Growth		ING U.S. Stock
	Portfolio -		Portfolio -		Stock Portfolio -			Portfolio -		Index Portfolio -
	Service Class		Service Class		Service Class			Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$	238	$	104	$	9		$	6	$	1
Total investment income		238		104		9			6		1
Expenses:
Mortality, expense risk
and other charges		131		53		39			4		-
Total expenses		131		53		39			4		-
Net investment income (loss)		107		51		(30	)		2		1
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		321		739		(466	)		20		3
Capital gains distributions		399		-		-			-		2
Total realized gain (loss) on investments
and capital gains distributions		720		739		(466	)		20		5
Net unrealized appreciation
(depreciation) of investments		910		52		1,044			34		3
Net realized and unrealized gain (loss)
on investments		1,630		791		578			54		8
Net increase (decrease) in net assets
resulting from operations	$	1,737	$	842	$	548		$	56	$	9
The accompanying notes are an integral part of these financial statements.
			40

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
							ING American					ING Columbia
		ING Money			ING Money		Century Small-			ING Baron		Small Cap
		Market			Market		Mid Cap Value			Growth		Value II
		Portfolio -			Portfolio -		Portfolio -			Portfolio -		Portfolio -
		Class I			Class S		Service Class			Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$	23		$	-		$	20	$	-		$	1
Total investment income		23			-			20		-			1
Expenses:
Mortality, expense risk
and other charges		878			1			12		40			4
Total expenses		878			1			12		40			4
Net investment income (loss)		(855	)		(1	)		8		(40	)		(3	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		-			-			133		82			22
Capital gains distributions		-			-			130		-			-
Total realized gain (loss) on investments
and capital gains distributions		-			-			263		82			22
Net unrealized appreciation
(depreciation) of investments		-			-			(11	)	674			35
Net realized and unrealized gain (loss)
on investments		-			-			252		756			57
Net increase (decrease) in net assets
resulting from operations	$	(855	)	$	(1	)	$	260	$	716		$	54
The accompanying notes are an integral part of these financial statements.
				41

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
												ING Invesco
	ING Davis New									ING Growth		Van Kampen
	York Venture				ING Global		ING Global			and Income		Comstock
		Portfolio -		Bond Portfolio -		Bond Portfolio -			Core Portfolio -			Portfolio -
	Service Class				Initial Class		Service Class			Initial Class		Service Class
Net investment income (loss)
Income:
Dividends	$	6		$	2,145	$	7		$	51		$	10
Total investment income		6			2,145		7			51			10
Expenses:
Mortality, expense risk
and other charges		22			421		2			140			7
Total expenses		22			421		2			140			7
Net investment income (loss)		(16	)		1,724		5			(89	)		3
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		118			393		(1	)		270			10
Capital gains distributions		-			-		-			-			-
Total realized gain (loss) on investments
and capital gains distributions		118			393		(1	)		270			10
Net unrealized appreciation
(depreciation) of investments		118			180		4			773			126
Net realized and unrealized gain (loss)
on investments		236			573		3			1,043			136
Net increase (decrease) in net assets
resulting from operations	$	220		$	2,297	$	8		$	954		$	139
The accompanying notes are an integral part of these financial statements.
				42

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
		ING Invesco
		Van Kampen					ING
		Equity and	ING JPMorgan			Oppenheimer			ING PIMCO	ING Pioneer
		Income	Mid Cap Value				Global		Total Return	High Yield
		Portfolio -		Portfolio -			Portfolio -		Portfolio -	Portfolio -
		Initial Class	Service Class				Initial Class		Service Class	Initial Class
Net investment income (loss)
Income:
Dividends	$	1,121	$	15		$	968	$	381	$	1,002
Total investment income		1,121		15			968		381		1,002
Expenses:
Mortality, expense risk
and other charges		589		18			876		111		205
Total expenses		589		18			876		111		205
Net investment income (loss)		532		(3	)		92		270		797
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		193		(6	)		1,423		208		1,264
Capital gains distributions		-		-			-		-		-
Total realized gain (loss) on investments
and capital gains distributions		193		(6	)		1,423		208		1,264
Net unrealized appreciation
(depreciation) of investments		4,737		362			12,363		370		224
Net realized and unrealized gain (loss)
on investments		4,930		356			13,786		578		1,488
Net increase (decrease) in net assets
resulting from operations	$	5,462	$	353		$	13,878	$	848	$	2,285
The accompanying notes are an integral part of these financial statements.
			43

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
									ING Solution
	ING Solution		ING Solution		ING Solution		ING Solution		Income
	2015 Portfolio -		2025 Portfolio -		2035 Portfolio -		2045 Portfolio -		Portfolio -
	Service Class		Service Class		Service Class		Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$	152	$	63	$	81	$	31	$	58
Total investment income		152		63		81		31		58
Expenses:
Mortality, expense risk
and other charges		30		18		29		12		9
Total expenses		30		18		29		12		9
Net investment income (loss)		122		45		52		19		49
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		136		35		70		62		13
Capital gains distributions		-		-		-		-		-
Total realized gain (loss) on investments
and capital gains distributions		136		35		70		62		13
Net unrealized appreciation
(depreciation) of investments		72		196		381		142		38
Net realized and unrealized gain (loss)
on investments		208		231		451		204		51
Net increase (decrease) in net assets
resulting from operations	$	330	$	276	$	503	$	223	$	100
The accompanying notes are an integral part of these financial statements.
			44

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING T. Rowe
	Price Diversified			ING T. Rowe						ING UBS U.S.				ING Strategic
	Mid Cap			Price Growth			ING Templeton			Large Cap				Allocation
	Growth			Equity			Foreign Equity			Equity				Conservative
	Portfolio -			Portfolio -			Portfolio -			Portfolio -				Portfolio -
	Initial Class			Initial Class			Initial Class			Initial Class				Class I
Net investment income (loss)
Income:
Dividends	$	207		$	46		$	250		$	118		$	200
Total investment income		207			46			250			118			200
Expenses:
Mortality, expense risk
and other charges		492			380			174			160			97
Total expenses		492			380			174			160			97
Net investment income (loss)		(285	)		(334	)		76			(42	)		103
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		1,180			1,467			(1,019	)		523			(215	)
Capital gains distributions		3,428			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		4,608			1,467			(1,019	)		523			(215	)
Net unrealized appreciation
(depreciation) of investments		1,605			3,719			3,739			1,008			892
Net realized and unrealized gain (loss)
on investments		6,213			5,186			2,720			1,531			677
Net increase (decrease) in net assets
resulting from operations	$	5,928		$	4,852		$	2,796		$	1,489		$	780
The accompanying notes are an integral part of these financial statements.
				45

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING Strategic			ING Strategic
		Allocation			Allocation		ING Growth		ING Growth
		Growth			Moderate		and Income		and Income		ING GET U.S.
		Portfolio -			Portfolio -		Portfolio -		Portfolio -		Core Portfolio -
		Class I			Class I		Class A		Class I		Series 7
Net investment income (loss)
Income:
Dividends	$	119		$	207	$	22	$	3,617	$	160
Total investment income		119			207		22		3,617		160
Expenses:
Mortality, expense risk
and other charges		90			124		21		2,259		23
Total expenses		90			124		21		2,259		23
Net investment income (loss)		29			83		1		1,358		137
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(232	)		(575	)	24		7,910		(1,358	)
Capital gains distributions		-			-		-		-		-
Total realized gain (loss) on investments
and capital gains distributions		(232	)		(575	)	24		7,910		(1,358	)
Net unrealized appreciation
(depreciation) of investments		1,213			1,613		171		18,607		1,206
Net realized and unrealized gain (loss)
on investments		981			1,038		195		26,517		(152	)
Net increase (decrease) in net assets
resulting from operations	$	1,010		$	1,121	$	196	$	27,875	$	(15	)
The accompanying notes are an integral part of these financial statements.
				46

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.				ING GET U.S.
	Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -				Core Portfolio -
		Series 8			Series 9			Series 10			Series 11			Series 12
Net investment income (loss)
Income:
Dividends	$	103		$	121		$	83		$	74		$	204
Total investment income		103			121			83			74			204
Expenses:
Mortality, expense risk
and other charges		45			54			56			60			149
Total expenses		45			54			56			60			149
Net investment income (loss)		58			67			27			14			55
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,349	)		(908	)		(735	)		(164	)		(642	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,349	)		(908	)		(735	)		(164	)		(642	)
Net unrealized appreciation
(depreciation) of investments		1,226			783			635			72			497
Net realized and unrealized gain (loss)
on investments		(123	)		(125	)		(100	)		(92	)		(145	)
Net increase (decrease) in net assets
resulting from operations	$	(65	)	$	(58	)	$	(73	)	$	(78	)	$	(90	)
The accompanying notes are an integral part of these financial statements.
				47

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
							ING BlackRock
								Science and
								Technology			ING Euro		ING Index Plus
	ING GET U.S.			ING GET U.S.			Opportunities				STOXX 50®		LargeCap
	Core Portfolio -			Core Portfolio -				Portfolio -		Index Portfolio -			Portfolio -
		Series 13			Series 14			Class I			Class I		Class I
Net investment income (loss)
Income:
Dividends	$	202		$	197		$	10		$	2	$	1,068
Total investment income		202			197			10			2		1,068
Expenses:
Mortality, expense risk
and other charges		159			112			58			-		769
Total expenses		159			112			58			-		769
Net investment income (loss)		43			85			(48	)		2		299
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(85	)		(38	)		342			-		(3,044	)
Capital gains distributions		-			-			316			-		-
Total realized gain (loss) on investments
and capital gains distributions		(85	)		(38	)		658			-		(3,044	)
Net unrealized appreciation
(depreciation) of investments		(142	)		(173	)		(212	)		6		10,940
Net realized and unrealized gain (loss)
on investments		(227	)		(211	)		446			6		7,896
Net increase (decrease) in net assets
resulting from operations	$	(184	)	$	(126	)	$	398		$	8	$	8,195
The accompanying notes are an integral part of these financial statements.
				48

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
													ING Russell™
	ING Index Plus			ING Index Plus				ING		ING			Large Cap
		MidCap		SmallCap				International		International			Growth Index
		Portfolio -		Portfolio -			Index Portfolio -		Index Portfolio -				Portfolio -
		Class I		Class I				Class I		Class S			Class I
Net investment income (loss)
Income:
Dividends	$	85		$	21		$	221	$	1		$	304
Total investment income		85			21			221		1			304
Expenses:
Mortality, expense risk
and other charges		75			29			89		-			333
Total expenses		75			29			89		-			333
Net investment income (loss)		10			(8	)		132		1			(29	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(110	)		(120	)		32		(1	)		1,246
Capital gains distributions		-			-			-		-			-
Total realized gain (loss) on investments
and capital gains distributions		(110	)		(120	)		32		(1	)		1,246
Net unrealized appreciation
(depreciation) of investments		1,554			520			1,050		5			1,982
Net realized and unrealized gain (loss)
on investments		1,444			400			1,082		4			3,228
Net increase (decrease) in net assets
resulting from operations	$	1,454		$	392		$	1,214	$	5		$	3,199
The accompanying notes are an integral part of these financial statements.
				49

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
			ING Russell™		ING Russell™		ING Russell™
	ING Russell™			Large Cap		Large Cap	Mid Cap				ING Russell™
		Large Cap	Value Index			Value Index	Growth Index				Mid Cap Index
	Index Portfolio -			Portfolio -		Portfolio -	Portfolio -				Portfolio -
		Class I		Class I		Class S	Class S				Class I
Net investment income (loss)
Income:
Dividends	$	369	$	137	$	22	$	2		$	6
Total investment income		369		137		22		2			6
Expenses:
Mortality, expense risk
and other charges		188		83		18		5			5
Total expenses		188		83		18		5			5
Net investment income (loss)		181		54		4		(3	)		1
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		1,287		270		42		1			8
Capital gains distributions		-		-		-		-			20
Total realized gain (loss) on investments
and capital gains distributions		1,287		270		42		1			28
Net unrealized appreciation
(depreciation) of investments		506		686		126		85			56
Net realized and unrealized gain (loss)
on investments		1,793		956		168		86			84
Net increase (decrease) in net assets
resulting from operations	$	1,974	$	1,010	$	172	$	83		$	85
The accompanying notes are an integral part of these financial statements.
			50

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	ING Russell™				ING Small						ING		ING MidCap
	Small Cap				Company		ING U.S. Bond				International		Opportunities
	Index Portfolio -				Portfolio -		Index Portfolio -			Value Portfolio -			Portfolio -
	Class I				Class I		Class I				Class I		Class I
Net investment income (loss)
Income:
Dividends	$	5		$	107		$	31		$	35	$	10
Total investment income		5			107			31			35		10
Expenses:
Mortality, expense risk
and other charges		5			311			13			12		18
Total expenses		5			311			13			12		18
Net investment income (loss)		-			(204	)		18			23		(8	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(3	)		(291	)		11			25		194
Capital gains distributions		30			947			32			-		52
Total realized gain (loss) on investments
and capital gains distributions		27			656			43			25		246
Net unrealized appreciation
(depreciation) of investments		50			2,866			(23	)		187		9
Net realized and unrealized gain (loss)
on investments		77			3,522			20			212		255
Net increase (decrease) in net assets
resulting from operations	$	77		$	3,318		$	38		$	235	$	247
The accompanying notes are an integral part of these financial statements.
				51

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
												Janus Aspen
											Janus Aspen	Series
	ING MidCap			ING SmallCap			ING SmallCap			Series Balanced		Enterprise
	Opportunities			Opportunities			Opportunities				Portfolio -	Portfolio -
		Portfolio -			Portfolio -			Portfolio -			Institutional	Institutional
		Class S			Class I			Class S			Shares	Shares
Net investment income (loss)
Income:
Dividends	$	14		$	-		$	-		$	-	$	-
Total investment income		14			-			-			-		-
Expenses:
Mortality, expense risk
and other charges		41			7			26			-		-
Total expenses		41			7			26			-		-
Net investment income (loss)		(27	)		(7	)		(26	)		-		-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		463			21			60			1		-
Capital gains distributions		92			86			211			-		-
Total realized gain (loss) on investments
and capital gains distributions		555			107			271			1		-
Net unrealized appreciation
(depreciation) of investments		(100	)		17			22			-		-
Net realized and unrealized gain (loss)
on investments		455			124			293			1		-
Net increase (decrease) in net assets
resulting from operations	$	428		$	117		$	267		$	1	$	-
The accompanying notes are an integral part of these financial statements.
				52

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
				Janus Aspen
		Janus Aspen		Series	Lord Abbett
	Series Flexible			Worldwide	Series Fund -			Oppenheimer
	Bond Portfolio -			Portfolio -	Mid-Cap Stock			Global				Oppenheimer
	Institutional			Institutional		Portfolio -		Securities				Main Street
	Shares			Shares		Class VC		Fund/VA				Fund®/VA
Net investment income (loss)
Income:
Dividends	$	-	$	-	$	12		$	-		$	3
Total investment income		-		-		12			-			3
Expenses:
Mortality, expense risk
and other charges		-		-		20			-			3
Total expenses		-		-		20			-			3
Net investment income (loss)		-		-		(8	)		-			-
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		-		-		(122	)		(6	)		(4	)
Capital gains distributions		-		-		-			-			-
Total realized gain (loss) on investments
and capital gains distributions		-		-		(122	)		(6	)		(4	)
Net unrealized appreciation
(depreciation) of investments		-		-		394			10			45
Net realized and unrealized gain (loss)
on investments		-		-		272			4			41
Net increase (decrease) in net assets
resulting from operations	$	-	$	-	$	264		$	4		$	41
The accompanying notes are an integral part of these financial statements.
			53

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
							PIMCO Real		Pioneer
	Oppenheimer			Oppenheimer				Return	Emerging			Pioneer High
	Main Street			Small- & Mid-				Portfolio -	Markets VCT			Yield VCT
	Small- & Mid-			Cap Growth			Administrative		Portfolio -			Portfolio -
	Cap Fund®/VA			Fund/VA				Class	Class I			Class I
Net investment income (loss)
Income:
Dividends	$	4		$	-		$	92	$	8		$	48
Total investment income		4			-			92		8			48
Expenses:
Mortality, expense risk
and other charges		6			2			73		11			5
Total expenses		6			2			73		11			5
Net investment income (loss)		(2	)		(2	)		19		(3	)		43
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		5			1			140		(55	)		7
Capital gains distributions		-			-			476		46			-
Total realized gain (loss) on investments
and capital gains distributions		5			1			616		(9	)		7
Net unrealized appreciation
(depreciation) of investments		103			22			23		140			18
Net realized and unrealized gain (loss)
on investments		108			23			639		131			25
Net increase (decrease) in net assets
resulting from operations	$	106		$	21		$	658	$	128		$	68
The accompanying notes are an integral part of these financial statements.
				54

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Operations For the Year Ended December 31, 2012 (Dollars in thousands)
	Invesco Van
	Kampen
	American
	Franchise
	Fund - Class I			Wanger
	Shares			International		Wanger Select			Wanger USA
Net investment income (loss)
Income:
Dividends	$	-		$	21	$	11		$	3
Total investment income		-			21		11			3
Expenses:
Mortality, expense risk
and other charges		4			15		21			8
Total expenses		4			15		21			8
Net investment income (loss)		(4	)		6		(10	)		(5	)
Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(4	)		22		105			(9	)
Capital gains distributions		-			155		-			50
Total realized gain (loss) on investments
and capital gains distributions		(4	)		177		105			41
Net unrealized appreciation
(depreciation) of investments		(17	)		153		308			94
Net realized and unrealized gain (loss)
on investments		(21	)		330		413			135
Net increase (decrease) in net assets
resulting from operations	$	(25	)	$	336	$	403		$	130
The accompanying notes are an integral part of these financial statements.
				55

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Changes in Net Assets For the Years Ended December 31, 2012 and 2011 (Dollars in thousands)
		Invesco V.I.					American Funds		American Funds
		Capital		Invesco V.I.			Insurance		Insurance
	Appreciation			Core Equity			Series®		Series®
	Fund - Series I			Fund - Series I			Growth-Income		International
		Shares			Shares		Fund - Class 2		Fund - Class 2
Net assets at January 1, 2011	$	649		$	1,555		$	-	$	4
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4	)		(1	)		-		-
Total realized gain (loss) on investments
and capital gains distributions		(11	)		7			-		1
Net unrealized appreciation (depreciation)
of investments		(33	)		(18	)		-		(1	)
Net increase (decrease) in net assets from operations		(48	)		(12	)		-		-
Changes from principal transactions:
Total unit transactions		(1	)		(58	)		2		(2	)
Increase (decrease) in net assets derived from
principal transactions		(1	)		(58	)		2		(2	)
Total increase (decrease) in net assets		(49	)		(70	)		2		(2	)
Net assets at December 31, 2011		600			1,485			2		2
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		(1	)		-		-
Total realized gain (loss) on investments
and capital gains distributions		38			3			-		-
Net unrealized appreciation (depreciation)
of investments		53			173			-		1
Net increase (decrease) in net assets from operations		89			175			-		1
Changes from principal transactions:
Total unit transactions		(689	)		(234	)		4		6
Increase (decrease) in net assets derived from
principal transactions		(689	)		(234	)		4		6
Total increase (decrease) in net assets		(600	)		(59	)		4		7
Net assets at December 31, 2012	$	-		$	1,426		$	6	$	9
The accompanying notes are an integral part of these financial statements.
		56

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
					Federated
					Capital		Federated Fund			Federated High
	Calvert VP SRI				Appreciation			for U.S.		Income Bond
	Balanced				Fund II -			Government		Fund II -
	Portfolio			Primary Shares				Securities II		Primary Shares
Net assets at January 1, 2011	$	962		$	6,511		$	1,260		$	4,115
Increase (decrease) in net assets
Operations:
Net investment income (loss)		4			(38	)		35			302
Total realized gain (loss) on investments
and capital gains distributions		(23	)		51			1			(83	)
Net unrealized appreciation (depreciation)
of investments		51			(420	)		14			(77	)
Net increase (decrease) in net assets from operations		32			(407	)		50			142
Changes from principal transactions:
Total unit transactions		29			(1,062	)		(185	)		(504	)
Increase (decrease) in net assets derived from
principal transactions		29			(1,062	)		(185	)		(504	)
Total increase (decrease) in net assets		61			(1,469	)		(135	)		(362	)
Net assets at December 31, 2011		1,023			5,042			1,125			3,753
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(43	)		27			240
Total realized gain (loss) on investments
and capital gains distributions		-			336			10			(32	)
Net unrealized appreciation (depreciation)
of investments		99			136			(21	)		272
Net increase (decrease) in net assets from operations		99			429			16			480
Changes from principal transactions:
Total unit transactions		(251	)		(783	)		(208	)		(231	)
Increase (decrease) in net assets derived from
principal transactions		(251	)		(783	)		(208	)		(231	)
Total increase (decrease) in net assets		(152	)		(354	)		(192	)		249
Net assets at December 31, 2012	$	871		$	4,688		$	933		$	4,002
The accompanying notes are an integral part of these financial statements.
57

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	Federated				Federated						Fidelity® VIP
	Kaufmann Fund				Managed		Federated				Equity-Income
	II - Primary				Volatility		Prime Money				Portfolio -
	Shares				Fund II		Fund II				Initial Class
Net assets at January 1, 2011	$	2,136		$	3,562		$	1,959		$	63,098
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6	)		89			(25	)		674
Total realized gain (loss) on investments
and capital gains distributions		25			-			-			(3,030	)
Net unrealized appreciation (depreciation)
of investments		(306	)		14			-			2,401
Net increase (decrease) in net assets from operations		(287	)		103			(25	)		45
Changes from principal transactions:
Total unit transactions		(239	)		(553	)		(452	)		(10,229	)
Increase (decrease) in net assets derived from
principal transactions		(239	)		(553	)		(452	)		(10,229	)
Total increase (decrease) in net assets		(526	)		(450	)		(477	)		(10,184	)
Net assets at December 31, 2011		1,610			3,112			1,482			52,914
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(23	)		49			(18	)		925
Total realized gain (loss) on investments
and capital gains distributions		30			261			-			1,150
Net unrealized appreciation (depreciation)
of investments		233			34			-			5,791
Net increase (decrease) in net assets from operations		240			344			(18	)		7,866
Changes from principal transactions:
Total unit transactions		(285	)		(668	)		(351	)		(9,365	)
Increase (decrease) in net assets derived from
principal transactions		(285	)		(668	)		(351	)		(9,365	)
Total increase (decrease) in net assets		(45	)		(324	)		(369	)		(1,499	)
Net assets at December 31, 2012	$	1,565		$	2,788		$	1,113		$	51,415
The accompanying notes are an integral part of these financial statements.
58

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	Fidelity® VIP			Fidelity® VIP			Fidelity® VIP				Fidelity® VIP
		Growth		High Income			Overseas				Contrafund®
		Portfolio -			Portfolio -		Portfolio -				Portfolio -
		Initial Class		Initial Class			Initial Class				Initial Class
Net assets at January 1, 2011	$	9,794		$	187		$	4,929		$	127,170
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(53	)		13			19			(219	)
Total realized gain (loss) on investments
and capital gains distributions		406			9			(498	)		(4,829	)
Net unrealized appreciation (depreciation)
of investments		(390	)		(16	)		(336	)		1,292
Net increase (decrease) in net assets from operations		(37	)		6			(815	)		(3,756	)
Changes from principal transactions:
Total unit transactions		(476	)		29			(664	)		(18,884	)
Increase (decrease) in net assets derived from
principal transactions		(476	)		29			(664	)		(18,884	)
Total increase (decrease) in net assets		(513	)		35			(1,479	)		(22,640	)
Net assets at December 31, 2011		9,281			222			3,450			104,530
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(30	)		10			36			173
Total realized gain (loss) on investments
and capital gains distributions		336			8			(248	)		(4,345	)
Net unrealized appreciation (depreciation)
of investments		953			9			850			19,320
Net increase (decrease) in net assets from operations		1,259			27			638			15,148
Changes from principal transactions:
Total unit transactions		(970	)		(11	)		(489	)		(16,002	)
Increase (decrease) in net assets derived from
principal transactions		(970	)		(11	)		(489	)		(16,002	)
Total increase (decrease) in net assets		289			16			149			(854	)
Net assets at December 31, 2012	$	9,570		$	238		$	3,599		$	103,676
The accompanying notes are an integral part of these financial statements.
59

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
				Fidelity® VIP
	Fidelity® VIP			Investment			Franklin Small
		Index 500		Grade Bond			Cap Value			ING Balanced
		Portfolio -			Portfolio -		Securities			Portfolio -
		Initial Class		Initial Class			Fund - Class 2			Class I
Net assets at January 1, 2011	$	22,102		$	868		$	3,417		$	81,044
Increase (decrease) in net assets
Operations:
Net investment income (loss)		91			13			(6	)		1,173
Total realized gain (loss) on investments
and capital gains distributions		1,332			23			139			(1,388	)
Net unrealized appreciation (depreciation)
of investments		(1,246	)		11			(250	)		(1,511	)
Net increase (decrease) in net assets from operations		177			47			(117	)		(1,726	)
Changes from principal transactions:
Total unit transactions		(3,548	)		(174	)		(513	)		(10,534	)
Increase (decrease) in net assets derived from
principal transactions		(3,548	)		(174	)		(513	)		(10,534	)
Total increase (decrease) in net assets		(3,371	)		(127	)		(630	)		(12,260	)
Net assets at December 31, 2011		18,731			741			2,787			68,784
Increase (decrease) in net assets
Operations:
Net investment income (loss)		120			7			(3	)		1,312
Total realized gain (loss) on investments
and capital gains distributions		827			19			310			(1,085	)
Net unrealized appreciation (depreciation)
of investments		1,665			6			94			7,825
Net increase (decrease) in net assets from operations		2,612			32			401			8,052
Changes from principal transactions:
Total unit transactions		(2,376	)		(65	)		(507	)		(9,085	)
Increase (decrease) in net assets derived from
principal transactions		(2,376	)		(65	)		(507	)		(9,085	)
Total increase (decrease) in net assets		236			(33	)		(106	)		(1,033	)
Net assets at December 31, 2012	$	18,967		$	708		$	2,681		$	67,751
The accompanying notes are an integral part of these financial statements.
60

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	ING			ING American						ING American
	Intermediate			Funds Asset			ING American			Funds
	Bond Portfolio -			Allocation			Funds Growth			International
	Class I			Portfolio			Portfolio			Portfolio
Net assets at January 1, 2011	$	101,061		$	-		$	12,525		$	13,439
Increase (decrease) in net assets
Operations:
Net investment income (loss)		3,432			(1	)		(118	)		41
Total realized gain (loss) on investments
and capital gains distributions		(1,337	)		(1	)		(915	)		(1,438	)
Net unrealized appreciation (depreciation)
of investments		3,744			(4	)		452			(387	)
Net increase (decrease) in net assets from operations		5,839			(6	)		(581	)		(1,784	)
Changes from principal transactions:
Total unit transactions		(5,360	)		125			(2,069	)		(2,351	)
Increase (decrease) in net assets derived from
principal transactions		(5,360	)		125			(2,069	)		(2,351	)
Total increase (decrease) in net assets		479			119			(2,650	)		(4,135	)
Net assets at December 31, 2011		101,540			119			9,875			9,304
Increase (decrease) in net assets
Operations:
Net investment income (loss)		3,815			-			(61	)		7
Total realized gain (loss) on investments
and capital gains distributions		64			6			894			(627	)
Net unrealized appreciation (depreciation)
of investments		4,523			41			(103	)		1,905
Net increase (decrease) in net assets from operations		8,402			47			730			1,285
Changes from principal transactions:
Total unit transactions		4,696			904			(10,605	)		(2,741	)
Increase (decrease) in net assets derived from
principal transactions		4,696			904			(10,605	)		(2,741	)
Total increase (decrease) in net assets		13,098			951			(9,875	)		(1,456	)
Net assets at December 31, 2012	$	114,638		$	1,070		$	-		$	7,848
The accompanying notes are an integral part of these financial statements.
61

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
										ING BlackRock
	ING American						ING BlackRock			Inflation
	Funds World				ING Artio		Health Sciences			Protected Bond
	Allocation				Foreign		Opportunities			Portfolio -
	Portfolio -				Portfolio -			Portfolio -		Institutional
	Service Class			Service Class				Service Class		Class
Net assets at January 1, 2011	$	-		$	4,771		$	214		$	297
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		37			-			6
Total realized gain (loss) on investments
and capital gains distributions		(20	)		(260	)		29			14
Net unrealized appreciation (depreciation)
of investments		1			(668	)		(34	)		15
Net increase (decrease) in net assets from operations		(20	)		(891	)		(5	)		35
Changes from principal transactions:
Total unit transactions		158			(880	)		183			(4	)
Increase (decrease) in net assets derived from
principal transactions		158			(880	)		183			(4	)
Total increase (decrease) in net assets		138			(1,771	)		178			31
Net assets at December 31, 2011		138			3,000			392			328
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			23			(1	)		-
Total realized gain (loss) on investments
and capital gains distributions		17			(239	)		17			20
Net unrealized appreciation (depreciation)
of investments		(4	)		296			44			-
Net increase (decrease) in net assets from operations		13			80			60			20
Changes from principal transactions:
Total unit transactions		(12	)		(3,080	)		(63	)		17
Increase (decrease) in net assets derived from
principal transactions		(12	)		(3,080	)		(63	)		17
Total increase (decrease) in net assets		1			(3,000	)		(3	)		37
Net assets at December 31, 2012	$	139		$	-		$	389		$	365
The accompanying notes are an integral part of these financial statements.
62

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
				ING BlackRock				ING Clarion
	ING BlackRock				Large Cap			Global Real			ING Clarion
		Inflation			Growth			Estate			Global Real
	Protected Bond				Portfolio -			Portfolio -			Estate
		Portfolio -			Institutional			Institutional			Portfolio -
		Service Class			Class			Class			Service Class
Net assets at January 1, 2011	$	-		$	24,230		$	1,619		$	1,145
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		(147	)		45			22
Total realized gain (loss) on investments
and capital gains distributions		28			(1,036	)		77			(135	)
Net unrealized appreciation (depreciation)
of investments		47			744			(217	)		52
Net increase (decrease) in net assets from operations		74			(439	)		(95	)		(61	)
Changes from principal transactions:
Total unit transactions		3,312			(2,795	)		66			(226	)
Increase (decrease) in net assets derived from
principal transactions		3,312			(2,795	)		66			(226	)
Total increase (decrease) in net assets		3,386			(3,234	)		(29	)		(287	)
Net assets at December 31, 2011		3,386			20,996			1,590			858
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(26	)		(106	)		(1	)		(6	)
Total realized gain (loss) on investments
and capital gains distributions		272			(631	)		84			(16	)
Net unrealized appreciation (depreciation)
of investments		(39	)		3,514			296			238
Net increase (decrease) in net assets from operations		207			2,777			379			216
Changes from principal transactions:
Total unit transactions		1,930			(2,860	)		(63	)		59
Increase (decrease) in net assets derived from
principal transactions		1,930			(2,860	)		(63	)		59
Total increase (decrease) in net assets		2,137			(83	)		316			275
Net assets at December 31, 2012	$	5,523		$	20,913		$	1,906		$	1,133
The accompanying notes are an integral part of these financial statements.
63

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
					ING FMRSM
		ING Clarion		Diversified Mid				ING FMRSM		ING Franklin
		Real Estate		Cap Portfolio -			Diversified Mid			Income
		Portfolio -			Institutional		Cap Portfolio -			Portfolio -
		Service Class			Class			Service Class		Service Class
Net assets at January 1, 2011	$	2,302		$	18,278		$	2,007		$	4,307
Increase (decrease) in net assets
Operations:
Net investment income (loss)		11			(170	)		(11	)		189
Total realized gain (loss) on investments
and capital gains distributions		328			215			221			(94	)
Net unrealized appreciation (depreciation)
of investments		(128	)		(1,860	)		(415	)		(50	)
Net increase (decrease) in net assets from operations		211			(1,815	)		(205	)		45
Changes from principal transactions:
Total unit transactions		(33	)		(3,453	)		(308	)		(12	)
Increase (decrease) in net assets derived from
principal transactions		(33	)		(3,453	)		(308	)		(12	)
Total increase (decrease) in net assets		178			(5,268	)		(513	)		33
Net assets at December 31, 2011		2,480			13,010			1,494			4,340
Increase (decrease) in net assets
Operations:
Net investment income (loss)		3			(55	)		(3	)		205
Total realized gain (loss) on investments
and capital gains distributions		172			340			62			108
Net unrealized appreciation (depreciation)
of investments		183			1,387			142			173
Net increase (decrease) in net assets from operations		358			1,672			201			486
Changes from principal transactions:
Total unit transactions		203			(2,021	)		(144	)		79
Increase (decrease) in net assets derived from
principal transactions		203			(2,021	)		(144	)		79
Total increase (decrease) in net assets		561			(349	)		57			565
Net assets at December 31, 2012	$	3,041		$	12,661		$	1,551		$	4,905
The accompanying notes are an integral part of these financial statements.
64

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
				ING Franklin						ING Invesco
				Templeton						Van Kampen
	ING Franklin				Founding		ING Global			Growth and
	Mutual Shares				Strategy		Resources			Income
		Portfolio -			Portfolio -		Portfolio -			Portfolio -
	Service Class			Service Class			Service Class			Service Class
Net assets at January 1, 2011	$	1,831		$	-	$	8,254		$	857
Increase (decrease) in net assets
Operations:
Net investment income (loss)		39			-		(33	)		2
Total realized gain (loss) on investments
and capital gains distributions		(126	)		-		(352	)		(70	)
Net unrealized appreciation (depreciation)
of investments		45			-		(450	)		51
Net increase (decrease) in net assets from operations		(42	)		-		(835	)		(17	)
Changes from principal transactions:
Total unit transactions		(365	)		-		(1,054	)		14
Increase (decrease) in net assets derived from
principal transactions		(365	)		-		(1,054	)		14
Total increase (decrease) in net assets		(407	)		-		(1,889	)		(3	)
Net assets at December 31, 2011		1,424			-		6,365			854
Increase (decrease) in net assets
Operations:
Net investment income (loss)		4			-		(14	)		8
Total realized gain (loss) on investments
and capital gains distributions		30			-		527			21
Net unrealized appreciation (depreciation)
of investments		125			-		(756	)		79
Net increase (decrease) in net assets from operations		159			-		(243	)		108
Changes from principal transactions:
Total unit transactions		(266	)		284		(1,037	)		(233	)
Increase (decrease) in net assets derived from
principal transactions		(266	)		284		(1,037	)		(233	)
Total increase (decrease) in net assets		(107	)		284		(1,280	)		(125	)
Net assets at December 31, 2012	$	1,317		$	284	$	5,085		$	729
The accompanying notes are an integral part of these financial statements.
65

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	ING JPMorgan						ING JPMorgan
		Emerging		ING JPMorgan			Small Cap Core			ING JPMorgan
	Markets Equity				Emerging			Equity		Small Cap Core
		Portfolio -		Markets Equity				Portfolio -			Equity
		Institutional			Portfolio -			Institutional			Portfolio -
		Class			Service Class			Class			Service Class
Net assets at January 1, 2011	$	8,255		$	11,521		$	2,093		$	324
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(11	)		4			(12	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		497			905			(35	)		8
Net unrealized appreciation (depreciation)
of investments		(1,966	)		(2,969	)		(44	)		(29	)
Net increase (decrease) in net assets from operations		(1,480	)		(2,060	)		(91	)		(22	)
Changes from principal transactions:
Total unit transactions		(1,181	)		(3,451	)		179			(115	)
Increase (decrease) in net assets derived from
principal transactions		(1,181	)		(3,451	)		179			(115	)
Total increase (decrease) in net assets		(2,661	)		(5,511	)		88			(137	)
Net assets at December 31, 2011		5,594			6,010			2,181			187
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(75	)		(59	)		(18	)		(2	)
Total realized gain (loss) on investments
and capital gains distributions		422			116			46			18
Net unrealized appreciation (depreciation)
of investments		586			1,056			340			21
Net increase (decrease) in net assets from operations		933			1,113			368			37
Changes from principal transactions:
Total unit transactions		(646	)		493			(329	)		(17	)
Increase (decrease) in net assets derived from
principal transactions		(646	)		493			(329	)		(17	)
Total increase (decrease) in net assets		287			1,606			39			20
Net assets at December 31, 2012	$	5,881		$	7,616		$	2,220		$	207
The accompanying notes are an integral part of these financial statements.
66

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
		ING Large Cap
		Growth		ING Large Cap						ING Marsico
		Portfolio -		Value Portfolio -			ING Large Cap			Growth
		Institutional			Institutional		Value Portfolio -			Portfolio -
		Class			Class		Service Class			Service Class
Net assets at January 1, 2011	$	8,989		$	3,430		$	-		$	1,523
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(261	)		13			-			(11	)
Total realized gain (loss) on investments
and capital gains distributions		2,598			(339	)		(6	)		91
Net unrealized appreciation (depreciation)
of investments		(2,195	)		404			1			(112	)
Net increase (decrease) in net assets from operations		142			78			(5	)		(32	)
Changes from principal transactions:
Total unit transactions		18,144			1,248			436			80
Increase (decrease) in net assets derived from
principal transactions		18,144			1,248			436			80
Total increase (decrease) in net assets		18,286			1,326			431			48
Net assets at December 31, 2011		27,275			4,756			431			1,571
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(256	)		84			8			(8	)
Total realized gain (loss) on investments
and capital gains distributions		1,857			245			12			303
Net unrealized appreciation (depreciation)
of investments		3,272			304			69			(118	)
Net increase (decrease) in net assets from operations		4,873			633			89			177
Changes from principal transactions:
Total unit transactions		5,172			(64	)		458			(818	)
Increase (decrease) in net assets derived from
principal transactions		5,172			(64	)		458			(818	)
Total increase (decrease) in net assets		10,045			569			547			(641	)
Net assets at December 31, 2012	$	37,320		$	5,325		$	978		$	930
The accompanying notes are an integral part of these financial statements.
67

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
		ING MFS Total
		Return		ING MFS Total				ING MFS			ING PIMCO
		Portfolio -			Return			Utilities			High Yield
		Institutional			Portfolio -			Portfolio -			Portfolio -
		Class			Service Class			Service Class			Service Class
Net assets at January 1, 2011	$	40,810		$	1,091		$	2,489		$	4,727
Increase (decrease) in net assets
Operations:
Net investment income (loss)		512			17			72			273
Total realized gain (loss) on investments
and capital gains distributions		(1,838	)		(3	)		(110	)		289
Net unrealized appreciation (depreciation)
of investments		1,620			(7	)		176			(417	)
Net increase (decrease) in net assets from operations		294			7			138			145
Changes from principal transactions:
Total unit transactions		(8,474	)		(212	)		143			(665	)
Increase (decrease) in net assets derived from
principal transactions		(8,474	)		(212	)		143			(665	)
Total increase (decrease) in net assets		(8,180	)		(205	)		281			(520	)
Net assets at December 31, 2011		32,630			886			2,770			4,207
Increase (decrease) in net assets
Operations:
Net investment income (loss)		453			16			51			240
Total realized gain (loss) on investments
and capital gains distributions		(722	)		42			231			68
Net unrealized appreciation (depreciation)
of investments		3,335			32			9			242
Net increase (decrease) in net assets from operations		3,066			90			291			550
Changes from principal transactions:
Total unit transactions		(5,685	)		(6	)		(738	)		242
Increase (decrease) in net assets derived from
principal transactions		(5,685	)		(6	)		(738	)		242
Total increase (decrease) in net assets		(2,619	)		84			(447	)		792
Net assets at December 31, 2012	$	30,011		$	970		$	2,323		$	4,999
The accompanying notes are an integral part of these financial statements.
68

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
							ING Pioneer
	ING PIMCO				ING Pioneer		Mid Cap Value			ING Pioneer
	Total Return			Fund Portfolio -			Portfolio -			Mid Cap Value
	Bond Portfolio -				Institutional		Institutional			Portfolio -
	Service Class				Class		Class			Service Class
Net assets at January 1, 2011	$	-		$	10,904		$	2,795		$	831
Increase (decrease) in net assets
Operations:
Net investment income (loss)		32			22			13			(1	)
Total realized gain (loss) on investments
and capital gains distributions		(28	)		(820	)		(149	)		98
Net unrealized appreciation (depreciation)
of investments		(7	)		274			15			(132	)
Net increase (decrease) in net assets from operations		(3	)		(524	)		(121	)		(35	)
Changes from principal transactions:
Total unit transactions		2,007			(2,429	)		(574	)		(217	)
Increase (decrease) in net assets derived from
principal transactions		2,007			(2,429	)		(574	)		(217	)
Total increase (decrease) in net assets		2,004			(2,953	)		(695	)		(252	)
Net assets at December 31, 2011		2,004			7,951			2,100			579
Increase (decrease) in net assets
Operations:
Net investment income (loss)		75			17			5			(2	)
Total realized gain (loss) on investments
and capital gains distributions		11			414			7			22
Net unrealized appreciation (depreciation)
of investments		142			278			189			33
Net increase (decrease) in net assets from operations		228			709			201			53
Changes from principal transactions:
Total unit transactions		2,131			(1,066	)		(345	)		(71	)
Increase (decrease) in net assets derived from
principal transactions		2,131			(1,066	)		(345	)		(71	)
Total increase (decrease) in net assets		2,359			(357	)		(144	)		(18	)
Net assets at December 31, 2012	$	4,363		$	7,594		$	1,956		$	561
The accompanying notes are an integral part of these financial statements.
69

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
							ING Retirement
	ING Retirement			ING Retirement				Moderate		ING Retirement
		Conservative			Growth			Growth			Moderate
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
	Adviser Class			Adviser Class			Adviser Class			Adviser Class
Net assets at January 1, 2011	$	-		$	5,538		$	6,453		$	7,174
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(20	)		(13	)		8
Total realized gain (loss) on investments
and capital gains distributions		(2	)		187			227			143
Net unrealized appreciation (depreciation)
of investments		10			(298	)		(251	)		(69	)
Net increase (decrease) in net assets from operations		8			(131	)		(37	)		82
Changes from principal transactions:
Total unit transactions		838			(832	)		(1,080	)		(874	)
Increase (decrease) in net assets derived from
principal transactions		838			(832	)		(1,080	)		(874	)
Total increase (decrease) in net assets		846			(963	)		(1,117	)		(792	)
Net assets at December 31, 2011		846			4,575			5,336			6,382
Increase (decrease) in net assets
Operations:
Net investment income (loss)		22			50			74			108
Total realized gain (loss) on investments
and capital gains distributions		44			109			227			361
Net unrealized appreciation (depreciation)
of investments		21			347			199			31
Net increase (decrease) in net assets from operations		87			506			500			500
Changes from principal transactions:
Total unit transactions		1,050			(545	)		(1,307	)		(1,880	)
Increase (decrease) in net assets derived from
principal transactions		1,050			(545	)		(1,307	)		(1,880	)
Total increase (decrease) in net assets		1,137			(39	)		(807	)		(1,380	)
Net assets at December 31, 2012	$	1,983		$	4,536		$	4,529		$	5,002
The accompanying notes are an integral part of these financial statements.
70

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	ING T. Rowe			ING T. Rowe			ING T. Rowe
	Price Capital			Price Equity			Price			ING Templeton
	Appreciation			Income			International			Global Growth
	Portfolio -			Portfolio -			Stock Portfolio -			Portfolio -
	Service Class			Service Class			Service Class			Service Class
Net assets at January 1, 2011	$	11,444		$	5,791		$	4,700		$	327
Increase (decrease) in net assets
Operations:
Net investment income (loss)		122			57			95			1
Total realized gain (loss) on investments
and capital gains distributions		(153	)		210			(485	)		(28	)
Net unrealized appreciation (depreciation)
of investments		307			(376	)		(158	)		-
Net increase (decrease) in net assets from operations		276			(109	)		(548	)		(27	)
Changes from principal transactions:
Total unit transactions		644			(56	)		(676	)		(3	)
Increase (decrease) in net assets derived from
principal transactions		644			(56	)		(676	)		(3	)
Total increase (decrease) in net assets		920			(165	)		(1,224	)		(30	)
Net assets at December 31, 2011		12,364			5,626			3,476			297
Increase (decrease) in net assets
Operations:
Net investment income (loss)		107			51			(30	)		2
Total realized gain (loss) on investments
and capital gains distributions		720			739			(466	)		20
Net unrealized appreciation (depreciation)
of investments		910			52			1,044			34
Net increase (decrease) in net assets from operations		1,737			842			548			56
Changes from principal transactions:
Total unit transactions		1,700			(1,258	)		(845	)		(4	)
Increase (decrease) in net assets derived from
principal transactions		1,700			(1,258	)		(845	)		(4	)
Total increase (decrease) in net assets		3,437			(416	)		(297	)		52
Net assets at December 31, 2012	$	15,801		$	5,210		$	3,179		$	349
The accompanying notes are an integral part of these financial statements.
71

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
										ING American
				ING Money				ING Money		Century Small-
	ING U.S. Stock			Market				Market		Mid Cap Value
	Index Portfolio -			Portfolio -				Portfolio -		Portfolio -
	Service Class			Class I				Class S		Service Class
Net assets at January 1, 2011	$	60		$	97,671		$	313		$	2,244
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			(1,056	)		(2	)		5
Total realized gain (loss) on investments
and capital gains distributions		4			16			-			186
Net unrealized appreciation (depreciation)
of investments		(3	)		-			-			(244	)
Net increase (decrease) in net assets from operations		2			(1,040	)		(2	)		(53	)
Changes from principal transactions:
Total unit transactions		(5	)		(14,046	)		(38	)		(451	)
Increase (decrease) in net assets derived from
principal transactions		(5	)		(14,046	)		(38	)		(451	)
Total increase (decrease) in net assets		(3	)		(15,086	)		(40	)		(504	)
Net assets at December 31, 2011		57			82,585			273			1,740
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			(855	)		(1	)		8
Total realized gain (loss) on investments
and capital gains distributions		5			-			-			263
Net unrealized appreciation (depreciation)
of investments		3			-			-			(11	)
Net increase (decrease) in net assets from operations		9			(855	)		(1	)		260
Changes from principal transactions:
Total unit transactions		4			(12,764	)		(198	)		(122	)
Increase (decrease) in net assets derived from
principal transactions		4			(12,764	)		(198	)		(122	)
Total increase (decrease) in net assets		13			(13,619	)		(199	)		138
Net assets at December 31, 2012	$	70		$	68,966		$	74		$	1,878
The accompanying notes are an integral part of these financial statements.
72

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
				ING Columbia
		ING Baron		Small Cap			ING Davis New
		Growth		Value II			York Venture			ING Global
		Portfolio -		Portfolio -			Portfolio -			Bond Portfolio -
		Service Class		Service Class			Service Class			Initial Class
Net assets at January 1, 2011	$	3,700		$	719		$	2,620		$	44,608
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(37	)		(3	)		(1	)		2,522
Total realized gain (loss) on investments
and capital gains distributions		62			9			(37	)		1,247
Net unrealized appreciation (depreciation)
of investments		2			(64	)		(100	)		(2,686	)
Net increase (decrease) in net assets from operations		27			(58	)		(138	)		1,083
Changes from principal transactions:
Total unit transactions		123			(215	)		(440	)		(8,014	)
Increase (decrease) in net assets derived from
principal transactions		123			(215	)		(440	)		(8,014	)
Total increase (decrease) in net assets		150			(273	)		(578	)		(6,931	)
Net assets at December 31, 2011		3,850			446			2,042			37,677
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(40	)		(3	)		(16	)		1,724
Total realized gain (loss) on investments
and capital gains distributions		82			22			118			393
Net unrealized appreciation (depreciation)
of investments		674			35			118			180
Net increase (decrease) in net assets from operations		716			54			220			2,297
Changes from principal transactions:
Total unit transactions		(5	)		(81	)		(200	)		(5,926	)
Increase (decrease) in net assets derived from
principal transactions		(5	)		(81	)		(200	)		(5,926	)
Total increase (decrease) in net assets		711			(27	)		20			(3,629	)
Net assets at December 31, 2012	$	4,561		$	419		$	2,062		$	34,048
The accompanying notes are an integral part of these financial statements.
73

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
											ING Invesco
								ING Invesco			Van Kampen
				ING Growth				Van Kampen			Equity and
	ING Global			and Income				Comstock			Income
	Bond Portfolio -			Core Portfolio -				Portfolio -			Portfolio -
	Service Class			Initial Class				Service Class			Initial Class
Net assets at January 1, 2011	$	115		$	17,212		$	937		$	61,835
Increase (decrease) in net assets
Operations:
Net investment income (loss)		15			(71	)		5			525
Total realized gain (loss) on investments
and capital gains distributions		26			944			(33	)		354
Net unrealized appreciation (depreciation)
of investments		(36	)		(2,953	)		8			(2,098	)
Net increase (decrease) in net assets from operations		5			(2,080	)		(20	)		(1,219	)
Changes from principal transactions:
Total unit transactions		26			(2,834	)		(104	)		(9,891	)
Increase (decrease) in net assets derived from
principal transactions		26			(2,834	)		(104	)		(9,891	)
Total increase (decrease) in net assets		31			(4,914	)		(124	)		(11,110	)
Net assets at December 31, 2011		146			12,298			813			50,725
Increase (decrease) in net assets
Operations:
Net investment income (loss)		5			(89	)		3			532
Total realized gain (loss) on investments
and capital gains distributions		(1	)		270			10			193
Net unrealized appreciation (depreciation)
of investments		4			773			126			4,737
Net increase (decrease) in net assets from operations		8			954			139			5,462
Changes from principal transactions:
Total unit transactions		(17	)		(1,802	)		(90	)		(8,680	)
Increase (decrease) in net assets derived from
principal transactions		(17	)		(1,802	)		(90	)		(8,680	)
Total increase (decrease) in net assets		(9	)		(848	)		49			(3,218	)
Net assets at December 31, 2012	$	137		$	11,450		$	862		$	47,507
The accompanying notes are an integral part of these financial statements.
74

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
					ING
	ING JPMorgan			Oppenheimer				ING PIMCO			ING Pioneer
	Mid Cap Value			Global				Total Return			High Yield
	Portfolio -			Portfolio -				Portfolio -			Portfolio -
	Service Class			Initial Class				Service Class			Initial Class
Net assets at January 1, 2011	$	1,745		$	92,120		$	15,202		$	19,661
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			229			253			799
Total realized gain (loss) on investments
and capital gains distributions		(38	)		1,772			666			997
Net unrealized appreciation (depreciation)
of investments		50			(9,427	)		(630	)		(2,141	)
Net increase (decrease) in net assets from operations		12			(7,426	)		289			(345	)
Changes from principal transactions:
Total unit transactions		115			(11,236	)		(2,498	)		(3,058	)
Increase (decrease) in net assets derived from
principal transactions		115			(11,236	)		(2,498	)		(3,058	)
Total increase (decrease) in net assets		127			(18,662	)		(2,209	)		(3,403	)
Net assets at December 31, 2011		1,872			73,458			12,993			16,258
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3	)		92			270			797
Total realized gain (loss) on investments
and capital gains distributions		(6	)		1,423			208			1,264
Net unrealized appreciation (depreciation)
of investments		362			12,363			370			224
Net increase (decrease) in net assets from operations		353			13,878			848			2,285
Changes from principal transactions:
Total unit transactions		(49	)		(10,027	)		(393	)		(1,446	)
Increase (decrease) in net assets derived from
principal transactions		(49	)		(10,027	)		(393	)		(1,446	)
Total increase (decrease) in net assets		304			3,851			455			839
Net assets at December 31, 2012	$	2,176		$	77,309		$	13,448		$	17,097
The accompanying notes are an integral part of these financial statements.
75

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	ING Solution			ING Solution			ING Solution			ING Solution
	2015 Portfolio -			2025 Portfolio -			2035 Portfolio -			2045 Portfolio -
	Service Class			Service Class			Service Class			Service Class
Net assets at January 1, 2011	$	3,709		$	2,404		$	3,271		$	940
Increase (decrease) in net assets
Operations:
Net investment income (loss)		76			27			28			5
Total realized gain (loss) on investments
and capital gains distributions		(43	)		4			103			77
Net unrealized appreciation (depreciation)
of investments		(72	)		(110	)		(324	)		(162	)
Net increase (decrease) in net assets from operations		(39	)		(79	)		(193	)		(80	)
Changes from principal transactions:
Total unit transactions		(462	)		(166	)		324			564
Increase (decrease) in net assets derived from
principal transactions		(462	)		(166	)		324			564
Total increase (decrease) in net assets		(501	)		(245	)		131			484
Net assets at December 31, 2011		3,208			2,159			3,402			1,424
Increase (decrease) in net assets
Operations:
Net investment income (loss)		122			45			52			19
Total realized gain (loss) on investments
and capital gains distributions		136			35			70			62
Net unrealized appreciation (depreciation)
of investments		72			196			381			142
Net increase (decrease) in net assets from operations		330			276			503			223
Changes from principal transactions:
Total unit transactions		(1,430	)		229			525			137
Increase (decrease) in net assets derived from
principal transactions		(1,430	)		229			525			137
Total increase (decrease) in net assets		(1,100	)		505			1,028			360
Net assets at December 31, 2012	$	2,108		$	2,664		$	4,430		$	1,784
The accompanying notes are an integral part of these financial statements.
76

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
				ING T. Rowe
				Price Diversified			ING T. Rowe
	ING Solution			Mid Cap			Price Growth			ING Templeton
	Income			Growth			Equity			Foreign Equity
	Portfolio -			Portfolio -			Portfolio -			Portfolio -
	Service Class			Initial Class			Initial Class			Initial Class
Net assets at January 1, 2011	$	879		$	48,429		$	32,431		$	19,635
Increase (decrease) in net assets
Operations:
Net investment income (loss)		26			(382	)		(392	)		129
Total realized gain (loss) on investments
and capital gains distributions		13			1,060			1,126			(949	)
Net unrealized appreciation (depreciation)
of investments		(34	)		(2,701	)		(1,420	)		(1,455	)
Net increase (decrease) in net assets from operations		5			(2,023	)		(686	)		(2,275	)
Changes from principal transactions:
Total unit transactions		188			(4,984	)		(3,093	)		(3,027	)
Increase (decrease) in net assets derived from
principal transactions		188			(4,984	)		(3,093	)		(3,027	)
Total increase (decrease) in net assets		193			(7,007	)		(3,779	)		(5,302	)
Net assets at December 31, 2011		1,072			41,422			28,652			14,333
Increase (decrease) in net assets
Operations:
Net investment income (loss)		49			(285	)		(334	)		76
Total realized gain (loss) on investments
and capital gains distributions		13			4,608			1,467			(1,019	)
Net unrealized appreciation (depreciation)
of investments		38			1,605			3,719			3,739
Net increase (decrease) in net assets from operations		100			5,928			4,852			2,796
Changes from principal transactions:
Total unit transactions		25			(6,289	)		(3,616	)		314
Increase (decrease) in net assets derived from
principal transactions		25			(6,289	)		(3,616	)		314
Total increase (decrease) in net assets		125			(361	)		1,236			3,110
Net assets at December 31, 2012	$	1,197		$	41,061		$	29,888		$	17,443
The accompanying notes are an integral part of these financial statements.
77

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	ING UBS U.S.			ING Strategic			ING Strategic			ING Strategic
	Large Cap				Allocation		Allocation			Allocation
	Equity			Conservative				Growth		Moderate
	Portfolio -				Portfolio -		Portfolio -			Portfolio -
	Initial Class				Class I			Class I		Class I
Net assets at January 1, 2011	$	15,770		$	8,905		$	8,728		$	10,595
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(24	)		266			123			219
Total realized gain (loss) on investments
and capital gains distributions		648			(850	)		(1,189	)		(587	)
Net unrealized appreciation (depreciation)
of investments		(1,111	)		589			790			194
Net increase (decrease) in net assets from operations		(487	)		5			(276	)		(174	)
Changes from principal transactions:
Total unit transactions		(2,482	)		(1,320	)		(902	)		(824	)
Increase (decrease) in net assets derived from
principal transactions		(2,482	)		(1,320	)		(902	)		(824	)
Total increase (decrease) in net assets		(2,969	)		(1,315	)		(1,178	)		(998	)
Net assets at December 31, 2011		12,801			7,590			7,550			9,597
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(42	)		103			29			83
Total realized gain (loss) on investments
and capital gains distributions		523			(215	)		(232	)		(575	)
Net unrealized appreciation (depreciation)
of investments		1,008			892			1,213			1,613
Net increase (decrease) in net assets from operations		1,489			780			1,010			1,121
Changes from principal transactions:
Total unit transactions		(2,080	)		(1,377	)		(612	)		(1,103	)
Increase (decrease) in net assets derived from
principal transactions		(2,080	)		(1,377	)		(612	)		(1,103	)
Total increase (decrease) in net assets		(591	)		(597	)		398			18
Net assets at December 31, 2012	$	12,210		$	6,993		$	7,948		$	9,615
The accompanying notes are an integral part of these financial statements.
78

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
		ING Growth		ING Growth
		and Income		and Income			ING GET U.S.			ING GET U.S.
		Portfolio -		Portfolio -			Core Portfolio -			Core Portfolio -
		Class A		Class I			Series 7			Series 8
Net assets at January 1, 2011	$	-		$	225,273		$	8,795		$	7,580
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6	)		231			39			(3	)
Total realized gain (loss) on investments
and capital gains distributions		(4	)		4,877			(476	)		(315	)
Net unrealized appreciation (depreciation)
of investments		(62	)		(8,258	)		293			170
Net increase (decrease) in net assets from operations		(72	)		(3,150	)		(144	)		(148	)
Changes from principal transactions:
Total unit transactions		1,666			(23,380	)		(1,437	)		(1,064	)
Increase (decrease) in net assets derived from
principal transactions		1,666			(23,380	)		(1,437	)		(1,064	)
Total increase (decrease) in net assets		1,594			(26,530	)		(1,581	)		(1,212	)
Net assets at December 31, 2011		1,594			198,743			7,214			6,368
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			1,358			137			58
Total realized gain (loss) on investments
and capital gains distributions		24			7,910			(1,358	)		(1,349	)
Net unrealized appreciation (depreciation)
of investments		171			18,607			1,206			1,226
Net increase (decrease) in net assets from operations		196			27,875			(15	)		(65	)
Changes from principal transactions:
Total unit transactions		(199	)		(28,059	)		(7,199	)		(6,303	)
Increase (decrease) in net assets derived from
principal transactions		(199	)		(28,059	)		(7,199	)		(6,303	)
Total increase (decrease) in net assets		(3	)		(184	)		(7,214	)		(6,368	)
Net assets at December 31, 2012	$	1,591		$	198,559		$	-		$	-
The accompanying notes are an integral part of these financial statements.
79

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.
	Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -
	Series 9			Series 10		Series 11				Series 12
Net assets at January 1, 2011	$	6,162		$	4,340		$	4,945		$	12,788
Increase (decrease) in net assets
Operations:
Net investment income (loss)		23			37			23			97
Total realized gain (loss) on investments
and capital gains distributions		(352	)		(142	)		(298	)		(942	)
Net unrealized appreciation (depreciation)
of investments		225			54			242			780
Net increase (decrease) in net assets from operations		(104	)		(51	)		(33	)		(65	)
Changes from principal transactions:
Total unit transactions		(1,203	)		(495	)		(1,085	)		(3,081	)
Increase (decrease) in net assets derived from
principal transactions		(1,203	)		(495	)		(1,085	)		(3,081	)
Total increase (decrease) in net assets		(1,307	)		(546	)		(1,118	)		(3,146	)
Net assets at December 31, 2011		4,855			3,794			3,827			9,642
Increase (decrease) in net assets
Operations:
Net investment income (loss)		67			27			14			55
Total realized gain (loss) on investments
and capital gains distributions		(908	)		(735	)		(164	)		(642	)
Net unrealized appreciation (depreciation)
of investments		783			635			72			497
Net increase (decrease) in net assets from operations		(58	)		(73	)		(78	)		(90	)
Changes from principal transactions:
Total unit transactions		(4,797	)		(3,721	)		(495	)		(1,650	)
Increase (decrease) in net assets derived from
principal transactions		(4,797	)		(3,721	)		(495	)		(1,650	)
Total increase (decrease) in net assets		(4,855	)		(3,794	)		(573	)		(1,740	)
Net assets at December 31, 2012	$	-		$	-		$	3,254		$	7,902
The accompanying notes are an integral part of these financial statements.
80

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Changes in Net Assets For the Years Ended December 31, 2012 and 2011 (Dollars in thousands)
							ING BlackRock
							Science and
							Technology			ING Euro
	ING GET U.S.			ING GET U.S.			Opportunities			STOXX 50®
	Core Portfolio -			Core Portfolio -			Portfolio -			Index Portfolio -
	Series 13			Series 14			Class I			Class I
Net assets at January 1, 2011	$	12,706		$	9,684		$	6,924		$	34
Increase (decrease) in net assets
Operations:
Net investment income (loss)		61			122			(71	)		1
Total realized gain (loss) on investments
and capital gains distributions		(116	)		(3	)		767			1
Net unrealized appreciation (depreciation)
of investments		72			15			(1,469	)		(7	)
Net increase (decrease) in net assets from operations		17			134			(773	)		(5	)
Changes from principal transactions:
Total unit transactions		(2,515	)		(2,059	)		(418	)		5
Increase (decrease) in net assets derived from
principal transactions		(2,515	)		(2,059	)		(418	)		5
Total increase (decrease) in net assets		(2,498	)		(1,925	)		(1,191	)		-
Net assets at December 31, 2011		10,208			7,759			5,733			34
Increase (decrease) in net assets
Operations:
Net investment income (loss)		43			85			(48	)		2
Total realized gain (loss) on investments
and capital gains distributions		(85	)		(38	)		658			-
Net unrealized appreciation (depreciation)
of investments		(142	)		(173	)		(212	)		6
Net increase (decrease) in net assets from operations		(184	)		(126	)		398			8
Changes from principal transactions:
Total unit transactions		(1,259	)		(1,615	)		(1,220	)		(2	)
Increase (decrease) in net assets derived from
principal transactions		(1,259	)		(1,615	)		(1,220	)		(2	)
Total increase (decrease) in net assets		(1,443	)		(1,741	)		(822	)		6
Net assets at December 31, 2012	$	8,765		$	6,018		$	4,911		$	40
The accompanying notes are an integral part of these financial statements.
		81

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Changes in Net Assets For the Years Ended December 31, 2012 and 2011 (Dollars in thousands)
	ING Index Plus			ING Index Plus			ING Index Plus				ING
		LargeCap			MidCap			SmallCap			International
		Portfolio -			Portfolio -			Portfolio -		Index Portfolio -
		Class I			Class I			Class I			Class I
Net assets at January 1, 2011	$	77,272		$	9,868		$	4,105		$	10,272
Increase (decrease) in net assets
Operations:
Net investment income (loss)		530			-			(1	)		133
Total realized gain (loss) on investments
and capital gains distributions		(4,184	)		(131	)		(221	)		202
Net unrealized appreciation (depreciation)
of investments		2,963			(5	)		182			(1,522	)
Net increase (decrease) in net assets from operations		(691	)		(136	)		(40	)		(1,187	)
Changes from principal transactions:
Total unit transactions		(12,118	)		(817	)		(493	)		(1,462	)
Increase (decrease) in net assets derived from
principal transactions		(12,118	)		(817	)		(493	)		(1,462	)
Total increase (decrease) in net assets		(12,809	)		(953	)		(533	)		(2,649	)
Net assets at December 31, 2011		64,463			8,915			3,572			7,623
Increase (decrease) in net assets
Operations:
Net investment income (loss)		299			10			(8	)		132
Total realized gain (loss) on investments
and capital gains distributions		(3,044	)		(110	)		(120	)		32
Net unrealized appreciation (depreciation)
of investments		10,940			1,554			520			1,050
Net increase (decrease) in net assets from operations		8,195			1,454			392			1,214
Changes from principal transactions:
Total unit transactions		(10,128	)		(711	)		(616	)		(981	)
Increase (decrease) in net assets derived from
principal transactions		(10,128	)		(711	)		(616	)		(981	)
Total increase (decrease) in net assets		(1,933	)		743			(224	)		233
Net assets at December 31, 2012	$	62,530		$	9,658		$	3,348		$	7,856
The accompanying notes are an integral part of these financial statements.
		82

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
				ING Russell™						ING Russell™
		ING		Large Cap			ING Russell™			Large Cap
		International		Growth Index				Large Cap		Value Index
	Index Portfolio -				Portfolio -		Index Portfolio -			Portfolio -
		Class S			Class I			Class I		Class I
Net assets at January 1, 2011	$	53		$	27,852		$	19,011		$	8,621
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(3	)		87			46
Total realized gain (loss) on investments
and capital gains distributions		4			1,181			1,638			262
Net unrealized appreciation (depreciation)
of investments		(8	)		(382	)		(1,446	)		(322	)
Net increase (decrease) in net assets from operations		(4	)		796			279			(14	)
Changes from principal transactions:
Total unit transactions		(15	)		(3,686	)		(4,554	)		(1,513	)
Increase (decrease) in net assets derived from
principal transactions		(15	)		(3,686	)		(4,554	)		(1,513	)
Total increase (decrease) in net assets		(19	)		(2,890	)		(4,275	)		(1,527	)
Net assets at December 31, 2011		34			24,962			14,736			7,094
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			(29	)		181			54
Total realized gain (loss) on investments
and capital gains distributions		(1	)		1,246			1,287			270
Net unrealized appreciation (depreciation)
of investments		5			1,982			506			686
Net increase (decrease) in net assets from operations		5			3,199			1,974			1,010
Changes from principal transactions:
Total unit transactions		(23	)		(2,706	)		(2,376	)		(787	)
Increase (decrease) in net assets derived from
principal transactions		(23	)		(2,706	)		(2,376	)		(787	)
Total increase (decrease) in net assets		(18	)		493			(402	)		223
Net assets at December 31, 2012	$	16		$	25,455		$	14,334		$	7,317
The accompanying notes are an integral part of these financial statements.
83

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Changes in Net Assets For the Years Ended December 31, 2012 and 2011 (Dollars in thousands)
	ING Russell™			ING Russell™
		Large Cap			Mid Cap		ING Russell™			ING Russell™
		Value Index		Growth Index			Mid Cap Index				Small Cap
		Portfolio -			Portfolio -		Portfolio -			Index Portfolio -
		Class S			Class S		Class I				Class I
Net assets at January 1, 2011	$	1,547		$	367		$	260		$	373
Increase (decrease) in net assets
Operations:
Net investment income (loss)		2			(2	)		2			1
Total realized gain (loss) on investments
and capital gains distributions		43			18			32			5
Net unrealized appreciation (depreciation)
of investments		(58	)		(84	)		(46	)		(41	)
Net increase (decrease) in net assets from operations		(13	)		(68	)		(12	)		(35	)
Changes from principal transactions:
Total unit transactions		(251	)		277			252			233
Increase (decrease) in net assets derived from
principal transactions		(251	)		277			252			233
Total increase (decrease) in net assets		(264	)		209			240			198
Net assets at December 31, 2011		1,283			576			500			571
Increase (decrease) in net assets
Operations:
Net investment income (loss)		4			(3	)		1			-
Total realized gain (loss) on investments
and capital gains distributions		42			1			28			27
Net unrealized appreciation (depreciation)
of investments		126			85			56			50
Net increase (decrease) in net assets from operations		172			83			85			77
Changes from principal transactions:
Total unit transactions		(179	)		136			82			183
Increase (decrease) in net assets derived from
principal transactions		(179	)		136			82			183
Total increase (decrease) in net assets		(7	)		219			167			260
Net assets at December 31, 2012	$	1,276		$	795		$	667		$	831
The accompanying notes are an integral part of these financial statements.
		84

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
		ING Small					ING			ING MidCap
		Company		ING U.S. Bond			International			Opportunities
		Portfolio -		Index Portfolio -			Value Portfolio -			Portfolio -
		Class I		Class I			Class I			Class I
Net assets at January 1, 2011	$	33,287		$	1,305		$	1,872		$	1,993
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(229	)		28			28			(18	)
Total realized gain (loss) on investments
and capital gains distributions		(917	)		35			(97	)		225
Net unrealized appreciation (depreciation)
of investments		179			27			(209	)		(271	)
Net increase (decrease) in net assets from operations		(967	)		90			(278	)		(64	)
Changes from principal transactions:
Total unit transactions		(6,054	)		1,109			(261	)		(80	)
Increase (decrease) in net assets derived from
principal transactions		(6,054	)		1,109			(261	)		(80	)
Total increase (decrease) in net assets		(7,021	)		1,199			(539	)		(144	)
Net assets at December 31, 2011		26,266			2,504			1,333			1,849
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(204	)		18			23			(8	)
Total realized gain (loss) on investments
and capital gains distributions		656			43			25			246
Net unrealized appreciation (depreciation)
of investments		2,866			(23	)		187			9
Net increase (decrease) in net assets from operations		3,318			38			235			247
Changes from principal transactions:
Total unit transactions		(3,726	)		(1,322	)		(169	)		(197	)
Increase (decrease) in net assets derived from
principal transactions		(3,726	)		(1,322	)		(169	)		(197	)
Total increase (decrease) in net assets		(408	)		(1,284	)		66			50
Net assets at December 31, 2012	$	25,858		$	1,220		$	1,399		$	1,899
The accompanying notes are an integral part of these financial statements.
85

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
										Janus Aspen
	ING MidCap			ING SmallCap			ING SmallCap			Series Balanced
	Opportunities			Opportunities			Opportunities			Portfolio -
	Portfolio -			Portfolio -			Portfolio -			Institutional
	Class S			Class I			Class S			Shares
Net assets at January 1, 2011	$	3,477		$	852		$	2,465		$	14
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(41	)		(8	)		(26	)		-
Total realized gain (loss) on investments
and capital gains distributions		443			71			111			1
Net unrealized appreciation (depreciation)
of investments		(504	)		(91	)		(93	)		(1	)
Net increase (decrease) in net assets from operations		(102	)		(28	)		(8	)		-
Changes from principal transactions:
Total unit transactions		63			(57	)		(382	)		-
Increase (decrease) in net assets derived from
principal transactions		63			(57	)		(382	)		-
Total increase (decrease) in net assets		(39	)		(85	)		(390	)		-
Net assets at December 31, 2011		3,438			767			2,075			14
Increase (decrease) in net assets
Operations:
Net investment income (loss)		(27	)		(7	)		(26	)		-
Total realized gain (loss) on investments
and capital gains distributions		555			107			271			1
Net unrealized appreciation (depreciation)
of investments		(100	)		17			22			-
Net increase (decrease) in net assets from operations		428			117			267			1
Changes from principal transactions:
Total unit transactions		(494	)		14			(45	)		(8	)
Increase (decrease) in net assets derived from
principal transactions		(494	)		14			(45	)		(8	)
Total increase (decrease) in net assets		(66	)		131			222			(7	)
Net assets at December 31, 2012	$	3,372		$	898		$	2,297		$	7
The accompanying notes are an integral part of these financial statements.
86

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
		Janus Aspen						Janus Aspen
		Series		Janus Aspen				Series		Lord Abbett
		Enterprise		Series Flexible				Worldwide		Series Fund -
		Portfolio -		Bond Portfolio -				Portfolio -		Mid-Cap Stock
		Institutional		Institutional				Institutional		Portfolio -
		Shares		Shares				Shares		Class VC
Net assets at January 1, 2011	$	2		$	3		$	1		$	2,550
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			-			-			(17	)
Total realized gain (loss) on investments
and capital gains distributions		-			-			-			(198	)
Net unrealized appreciation (depreciation)
of investments		-			-			-			100
Net increase (decrease) in net assets from operations		-			-			-			(115	)
Changes from principal transactions:
Total unit transactions		(2	)		-			-			(362	)
Increase (decrease) in net assets derived from
principal transactions		(2	)		-			-			(362	)
Total increase (decrease) in net assets		(2	)		-			-			(477	)
Net assets at December 31, 2011		-			3			1			2,073
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			-			-			(8	)
Total realized gain (loss) on investments
and capital gains distributions		-			-			-			(122	)
Net unrealized appreciation (depreciation)
of investments		-			-			-			394
Net increase (decrease) in net assets from operations		-			-			-			264
Changes from principal transactions:
Total unit transactions		-			(3	)		(1	)		(459	)
Increase (decrease) in net assets derived from
principal transactions		-			(3	)		(1	)		(459	)
Total increase (decrease) in net assets		-			(3	)		(1	)		(195	)
Net assets at December 31, 2012	$	-		$	-		$	-		$	1,878
The accompanying notes are an integral part of these financial statements.
87

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
	Oppenheimer						Oppenheimer			Oppenheimer
		Global		Oppenheimer			Main Street			Small- & Mid-
		Securities		Main Street			Small- & Mid-			Cap Growth
		Fund/VA		Fund®/VA			Cap Fund®/VA			Fund/VA
Net assets at January 1, 2011	$	63		$	286		$	871		$	55
Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			(1	)		(1	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(1	)		(19	)		(24	)		2
Net unrealized appreciation (depreciation)
of investments		(4	)		11			(5	)		(11	)
Net increase (decrease) in net assets from operations		(4	)		(9	)		(30	)		(10	)
Changes from principal transactions:
Total unit transactions		(12	)		(10	)		(242	)		91
Increase (decrease) in net assets derived from
principal transactions		(12	)		(10	)		(242	)		91
Total increase (decrease) in net assets		(16	)		(19	)		(272	)		81
Net assets at December 31, 2011		47			267			599			136
Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			-			(2	)		(2	)
Total realized gain (loss) on investments
and capital gains distributions		(6	)		(4	)		5			1
Net unrealized appreciation (depreciation)
of investments		10			45			103			22
Net increase (decrease) in net assets from operations		4			41			106			21
Changes from principal transactions:
Total unit transactions		(32	)		(20	)		60			(12	)
Increase (decrease) in net assets derived from
principal transactions		(32	)		(20	)		60			(12	)
Total increase (decrease) in net assets		(28	)		21			166			9
Net assets at December 31, 2012	$	19		$	288		$	765		$	145
The accompanying notes are an integral part of these financial statements.
88

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Statements of Changes in Net Assets
For the Years Ended December 31, 2012 and 2011
(Dollars in thousands)
									Invesco Van
	PIMCO Real		Pioneer						Kampen
	Return		Emerging				Pioneer High		American
	Portfolio -		Markets VCT				Yield VCT		Franchise
	Administrative		Portfolio -				Portfolio -		Fund - Class I
	Class		Class I				Class I		Shares
Net assets at January 1, 2011	$	7,054	$	4,363		$	502		$	-
Increase (decrease) in net assets
Operations:
Net investment income (loss)		309		(14	)		24			-
Total realized gain (loss) on investments
and capital gains distributions		255		(38	)		64			-
Net unrealized appreciation (depreciation)
of investments		72		(814	)		(108	)		-
Net increase (decrease) in net assets from operations		636		(866	)		(20	)		-
Changes from principal transactions:
Total unit transactions		192		(2,470	)		(65	)		-
Increase (decrease) in net assets derived from
principal transactions		192		(2,470	)		(65	)		-
Total increase (decrease) in net assets		828		(3,336	)		(85	)		-
Net assets at December 31, 2011		7,882		1,027			417			-
Increase (decrease) in net assets
Operations:
Net investment income (loss)		19		(3	)		43			(4	)
Total realized gain (loss) on investments
and capital gains distributions		616		(9	)		7			(4	)
Net unrealized appreciation (depreciation)
of investments		23		140			18			(17	)
Net increase (decrease) in net assets from operations		658		128			68			(25	)
Changes from principal transactions:
Total unit transactions		759		370			71			718
Increase (decrease) in net assets derived from
principal transactions		759		370			71			718
Total increase (decrease) in net assets		1,417		498			139			693
Net assets at December 31, 2012	$	9,299	$	1,525		$	556		$	693
The accompanying notes are an integral part of these financial statements.
89

VARIABLE ANNUITY ACCOUNT B OF ING LIFE INSURANCE AND ANNUITY COMPANY Statements of Changes in Net Assets For the Years Ended December 31, 2012 and 2011 (Dollars in thousands)
		Wanger
		International		Wanger Select			Wanger USA
Net assets at January 1, 2011	$	1,990		$	3,507		$	807
Increase (decrease) in net assets
Operations:
Net investment income (loss)		73			39			(7	)
Total realized gain (loss) on investments
and capital gains distributions		158			227			189
Net unrealized appreciation (depreciation)
of investments		(547	)		(825	)		(237	)
Net increase (decrease) in net assets from operations		(316	)		(559	)		(55	)
Changes from principal transactions:
Total unit transactions		31			(616	)		(47	)
Increase (decrease) in net assets derived from
principal transactions		31			(616	)		(47	)
Total increase (decrease) in net assets		(285	)		(1,175	)		(102	)
Net assets at December 31, 2011		1,705			2,332			705
Increase (decrease) in net assets
Operations:
Net investment income (loss)		6			(10	)		(5	)
Total realized gain (loss) on investments
and capital gains distributions		177			105			41
Net unrealized appreciation (depreciation)
of investments		153			308			94
Net increase (decrease) in net assets from operations		336			403			130
Changes from principal transactions:
Total unit transactions		(299	)		(99	)		45
Increase (decrease) in net assets derived from
principal transactions		(299	)		(99	)		45
Total increase (decrease) in net assets		37			304			175
Net assets at December 31, 2012	$	1,742		$	2,636		$	880
The accompanying notes are an integral part of these financial statements.
		90

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
1	.	Organization
		Variable Annuity Account B of ING Life Insurance and Annuity Company (the
		“Account”) was established by ING Life Insurance and Annuity Company (“ILIAC” or
		the “Company”) to support the operations of variable annuity contracts (“Contracts”).
		The Company is an indirect, wholly owned subsidiary of ING U.S., Inc. (name changed
		from ING America Insurance Holdings, Inc.), an insurance holding company domiciled in
		the State of Delaware. ING U.S., Inc. is an indirect, wholly owned subsidiary of ING
		Groep, N.V. (“ING”), a global financial services holding company based in The
		Netherlands.
		ING has announced the anticipated separation of its global banking and insurance
		businesses. While all options for effecting this separation remain open, ING has
		announced that the base case for this separation includes an initial public offering ("IPO")
		of ING U.S., Inc., which together with its subsidiaries, constitutes ING's U.S.-based
		retirement, investment management, and insurance operations. ING U.S., Inc. filed a
		registration statement on Form S-1 with the U.S. Securities and Exchange Commission
		(“SEC”) on November 9, 2012, which was amended on January 23, 2013 and March 19,
		2013, in connection with the proposed IPO of its common stock.
		The Account is registered as a unit investment trust with the SEC under the Investment
		Company Act of 1940, as amended. The Account is exclusively for use with Contracts
		that may be entitled to tax-deferred treatment under specific sections of the Internal
		Revenue Code of 1986, as amended. ILIAC provides for variable accumulation and
		benefits under the Contracts by crediting annuity considerations to one or more divisions
		within the Account or the fixed account (an investment option in the Company’s general
		account), as directed by the contract owners. The portion of the Account’s assets
		applicable to Contracts will not be charged with liabilities arising out of any other
		business ILIAC may conduct, but obligations of the Account, including the promise to
		make benefit payments, are obligations of ILIAC. Under applicable insurance law, the
		assets and liabilities of the Account are clearly identified and distinguished from the other
		assets and liabilities of ILIAC.
		At December 31, 2012, the Account had 130 investment divisions (the “Divisions”), 32
		of which invest in independently managed mutual funds and 98 of which invest in mutual
		funds managed by affiliates, either Directed Services LLC (“DSL”) or ING Investments,
		LLC (“IIL”). The assets in each Division are invested in shares of a designated fund
		(“Fund”) of various investment trusts (the “Trusts”). Investment Divisions with asset
		balances at December 31, 2012 and related Trusts are as follows:
		AIM Variable Insurance Funds:	Calvert Variable Series, Inc.:
		Invesco V.I. Core Equity Fund - Series I Shares	Calvert VP SRI Balanced Portfolio
		American Funds Insurance Series:	Federated Insurance Series:
		American Funds Insurance Series® Growth - Income	Federated Capital Appreciation Fund II- Primary Shares
		Fund - Class 2	Federated Fund for U.S. Government Securities II
		American Funds Insurance Series® International Fund -	Federated High Income Bond Fund II - Primary Shares
91

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
Class 2	Federated Kaufman Fund II - Primary Shares
Federated Insurance Series (continued):	ING Investors Trust (continued):
Federated Managed Volatility Fund II	ING Large Cap Value Portfolio - Service Class
Federated Prime Money Fund II	ING Marsico Growth Portfolio - Service Class
Fidelity® Variable Insurance Products:	ING MFS Total Return Portfolio - Institutional Class
Fidelity® VIP Equity-Income Portfolio - Initial Class	ING MFS Total Return Portfolio - Service Class
Fidelity® VIP Growth Portfolio - Initial Class	ING MFS Utilities Portfolio - Service Class
Fidelity® VIP High Income Portfolio - Initial Class	ING PIMCO High Yield Portfolio - Service Class
Fidelity® VIP Overseas Portfolio - Initial Class	ING PIMCO Total Return Bond Portfolio - Service
Fidelity® Variable Insurance Products II:	Class
Fidelity® VIP Contrafund® Portfolio - Initial Class	ING Pioneer Fund Portfolio - Institutional Class
Fidelity® VIP Index 500 Portfolio - Initial Class	ING Pioneer Mid Cap Value Portfolio - Institutional
Fidelity® Variable Insurance Products V:	Class
Fidelity® VIP Investment Grade Bond Portfolio - Initial	ING Pioneer Mid Cap Value Portfolio - Service Class
Class	ING Retirement Conservative Portfolio - Adviser Class
Franklin Templeton Variable Insurance Products Trust:	ING Retirement Growth Portfolio - Adviser Class
Franklin Small Cap Value Securities Fund - Class 2	ING Retirement Moderate Growth Portfolio - Adviser
ING Balanced Portfolio, Inc.:	Class
ING Balanced Portfolio - Class I	ING Retirement Moderate Portfolio - Adviser Class
ING Intermediate Bond Portfolio:	ING T. Rowe Price Capital Appreciation
ING Intermediate Bond Portfolio - Class I	Portfolio - Service Class
ING Investors Trust:	ING T. Rowe Price Equity Income Portfolio - Service
ING American Funds Asset Allocation Portfolio	Class
ING American Funds International Portfolio	ING T. Rowe Price International Stock Portfolio -
ING American Funds World Allocation	Service Class
Portfolio - Service Class	ING Templeton Global Growth Portfolio - Service Class
ING BlackRock Health Sciences Opportunities	ING U.S. Stock Index Portfolio - Service Class
Portfolio - Service Class	ING Money Market Portfolio:
ING BlackRock Inflation Protected Bond	ING Money Market Portfolio - Class I
Portfolio - Institutional Class	ING Money Market Portfolio - Class S
ING BlackRock Inflation Protected Bond	ING Partners, Inc.:
Portfolio - Service Class	ING American Century Small-Mid Cap Value
ING BlackRock Large Cap Growth	Portfolio Service Class
Portfolio - Institutional Class	ING Baron Growth Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Institutional	ING Columbia Small Cap Value II Portfolio - Service
Class	Class
ING Clarion Global Real Estate Portfolio - Service Class	ING Davis New York Venture Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service Class	ING Global Bond Portfolio - Initial Class
ING FMRSM Diversified Mid Cap Portfolio -	ING Global Bond Portfolio - Service Class
Institutional Class	ING Growth and Income Core Portfolio - Initial Class
ING FMRSM Diversified Mid Cap Portfolio - Service	ING Invesco Van Kampen Comstock Portfolio - Service
Class	Class
ING Franklin Income Portfolio - Service Class	ING Invesco Van Kampen Equity and Income
ING Franklin Mutual Shares Portfolio - Service Class	Portfolio - Initial Class
ING Franklin Templeton Founding Strategy	ING JPMorgan Mid Cap Value Portfolio - Service Class
Portfolio - Service Class	ING Oppenheimer Global Portfolio - Initial Class
ING Global Resources Portfolio - Service Class	ING PIMCO Total Return Portfolio - Service Class
ING Invesco Van Kampen Growth and Income	ING Pioneer High Yield Portfolio - Initial Class
Portfolio - Service Class	ING Solution 2015 Portfolio - Service Class
ING JPMorgan Emerging Markets Equity	ING Solution 2025 Portfolio - Service Class
Portfolio - Institutional Class	ING Solution 2035 Portfolio - Service Class
ING JPMorgan Emerging Markets Equity	ING Solution 2045 Portfolio - Service Class
Portfolio - Service Class	ING Solution Income Portfolio - Service Class
ING JPMorgan Small Cap Core Equity	ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Institutional Class	Portfolio - Initial Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING T. Rowe Price Growth Equity Portfolio - Initial
Service Class	Class
ING Large Cap Growth Portfolio - Institutional Class	ING Templeton Foreign Equity Portfolio - Initial Class
ING Large Cap Value Portfolio - Institutional Class	ING UBS U.S. Large Cap Equity Portfolio - Initial Class
92

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
ING Strategic Allocation Portfolios, Inc.:	ING Variable Products Trust:
ING Strategic Allocation Conservative	ING International Value Portfolio - Class I
Portfolio - Class I	ING MidCap Opportunities Portfolio - Class I
ING Strategic Allocation Growth Portfolio - Class I	ING MidCap Opportunities Portfolio - Class S
ING Strategic Allocation Moderate Portfolio - Class I	ING SmallCap Opportunities Portfolio - Class I
ING Variable Funds:	ING SmallCap Opportunities Portfolio - Class S
ING Growth and Income Portfolio - Class A	Janus Aspen Series:
ING Growth and Income Portfolio - Class I	Janus Aspen Series Balanced Portfolio - Institutional
ING Variable Insurance Trust:	Shares
ING GET U.S. Core Portfolio - Series 11	Janus Aspen Series Enterprise Portfolio - Institutional
ING GET U.S. Core Portfolio - Series 12	Shares
ING GET U.S. Core Portfolio - Series 13	Lord Abbett Series Fund, Inc.:
ING GET U.S. Core Portfolio - Series 14	Lord Abbett Series Fund - Mid-Cap Stock
ING Variable Portfolios, Inc.:	Portfolio - Class VC
ING BlackRock Science and Technology Opportunities	Oppenheimer Variable Account Funds:
Portfolio - Class I	Oppenheimer Global Securities Fund/VA
ING Euro STOXX 50® Index Portfolio - Class I	Oppenheimer Main Street Fund®/VA
ING Index Plus LargeCap Portfolio - Class I	Oppenheimer Main Street Small- & Mid-Cap
ING Index Plus MidCap Portfolio - Class I	Fund®/VA
ING Index Plus SmallCap Portfolio - Class I	Oppenheimer Small- & Mid-Cap Growth Fund/VA
ING International Index Portfolio - Class I	PIMCO Variable Insurance Trust:
ING International Index Portfolio - Class S	PIMCO Real Return Portfolio - Administrative Class
ING Russell™ Large Cap Growth Index	Pioneer Variable Contracts Trust:
Portfolio - Class I	Pioneer Emerging Markets VCT Portfolio - Class I
ING Russell™ Large Cap Index Portfolio - Class I	Pioneer High Yield VCT Portfolio - Class I
ING Russell™ Large Cap Value Index	Van Kampen Equity Trust II:
Portfolio - Class I	Invesco Van Kampen America Franchise Fund – Class I
ING Russell™ Large Cap Value Index Portfolio -	Shares
Class S	Wanger Advisors Trust:
ING Russell™ Mid Cap Growth Index Portfolio -	Wanger International
Class S	Wanger Select
ING Russell™ Mid Cap Index Portfolio - Class I	Wanger USA
ING Russell™ Small Cap Index Portfolio - Class I
ING Small Company Portfolio - Class I
ING U.S. Bond Index Portfolio - Class I
The names of certain Trusts and Divisions were changed during 2012. The following is a
summary of current and former names for those Trusts and Divisions:
Current Name	Former Name
AIM Variable Insurance Funds	Invesco Variable Insurance Funds
ING Partners, Inc.:	ING Partners, Inc.:
ING Baron Growth Portfolio - Service Class	ING Baron Small Cap Growth Portfolio - Service Class
ING Growth and Income Core Portfolio - Initial Class	ING Thornburg Value Portfolio - Initial Class
Lord Abbett Series Fund, Inc.:	Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Mid-Cap Stock Portfolio -	Lord Abbett Series Fund - Mid-Cap Value
Class VC	Portfolio - Class VC
93

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		During 2012, the following Divisions were closed to contract owners:
		AIM Variable Insurance Funds:
		Invesco V.I. Capital Appreciation Fund - Series I
		Shares
		ING Investors Trust:
		ING American Funds Growth Portfolio
		ING Artio Foreign Portfolio - Service Class
		ING Variable Insurance Trust:
		ING GET U.S. Core Portfolio - Series 7
		ING GET U.S. Core Portfolio - Series 8
		ING GET U.S. Core Portfolio - Series 9
		ING GET U.S. Core Portfolio - Series 10
		Janus Aspen Series:
		Janus Aspen Series Flexible Bond Portfolio -
		Institutional Shares
		Janus Aspen Series Worldwide Portfolio -
		Institutional Shares
2	.	Significant Accounting Policies
		The following is a summary of the significant accounting policies of the Account:
		Use of Estimates
		The preparation of financial statements in conformity with accounting principles
		generally accepted in the United States requires management to make estimates and
		assumptions that affect the amounts reported in the financial statements and
		accompanying notes. Actual results could differ from reported results using those
		estimates.
		Investments
		Investments are made in shares of a Division and are recorded at fair value, determined
		by the net asset value per share of the respective Division. Investment transactions in each
		Division are recorded on the trade date. Distributions of net investment income and
		capital gains from each Division are recognized on the ex-distribution date. Realized
		gains and losses on redemptions of the shares of the Division are determined on a first-in,
		first-out basis. The difference between cost and current fair value of investments owned
		on the day of measurement is recorded as unrealized appreciation or depreciation of
		investments.
94

VARIABLE ANNUITY ACCOUNT B OF

ING LIFE INSURANCE AND ANNUITY COMPANY

Notes to Financial Statements

Federal Income Taxes

Operations of the Account form a part of, and are taxed with, the total operations of

ILIAC, which is taxed as a life insurance company under the Internal Revenue Code

(“IRC”). Under the current provisions of the IRC, the Company does not expect to incur

federal income taxes on the earnings of the Account to the extent the earnings are credited

to contract owners. Accordingly, earnings and realized capital gains of the Account

attributable to the contract owners are excluded in the determination of the federal

income tax liability of ILIAC, and no charge is being made to the Account for federal

income taxes for these amounts. The Company will review this tax accounting in the

event of changes in the tax law. Such changes in the law may result in a charge for federal

income taxes.

Contract Owner Reserves

The annuity reserves of the Account are represented by net assets on the Statements of

Assets and Liabilities and are equal to the aggregate account values of the contract

owners invested in the Account Divisions. Net assets allocated to contracts in the payout

period are computed according to the industry standard mortality tables. The assumed

investment return is elected by the annuitant and may vary from 0.0% to 5.0%. The

mortality risk is fully borne by the Company to the extent that benefits to be paid to the

contract owners exceed their account values, ILIAC will contribute additional funds to

the benefit proceeds. Conversely, if amounts allocated exceed amounts required,

transfers may be made to ILIAC. Prior to the annuity date, the Contracts are redeemable

for the net cash surrender value of the Contracts.

Changes from Principal Transactions

Included in Changes from Principal Transactions on the Statements of Changes in Net

Assets are items which relate to contract owner activity, including deposits, surrenders

and withdrawals, benefits, and contract charges. Also included are transfers between the

fixed account and the Divisions, transfers between Divisions, and transfers to (from)

ILIAC related to gains and losses resulting from actual mortality experience (the full

responsibility for which is assumed by ILIAC). Any net unsettled transactions as of the

reporting date are included in Due to related parties on the Statements of Assets and

Liabilities.

Subsequent Events

The Account has evaluated subsequent events for recognition and disclosure through the

date the financial statements as of December 31, 2012 and for the years ended

December 31, 2012 and 2011, were issued.

95

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
3	.	Financial Instruments
		The Account invests assets in shares of open-end mutual funds, which process orders to
		purchase and redeem shares on a daily basis at the fund's next computed net asset values
		(“NAV”). The fair value of the Account’s assets is based on the NAVs of mutual funds,
		which are obtained from the custodian and reflect the fair values of the mutual
		Fund Investments. The NAV is calculated daily upon close of the New York Stock
		Exchange and is based on the fair values of the underlying securities.
		The Account’s financial assets are recorded at fair value on the Statements of Assets and
		Liabilities and are categorized as Level 1 as of December 31, 2012 based on the priority
		of the inputs to the valuation technique below. There were no transfers among the levels
		for the year ended December 31, 2012. The Account had no financial liabilities as of
		December 31, 2012.
		The Account categorizes its financial instruments into a three-level hierarchy based on the
		priority of the inputs to the valuation technique. The fair value hierarchy gives the highest
		priority to quoted prices in active markets for identical assets or liabilities (Level 1) and
		the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair
		value fall within different levels of the hierarchy, the category level is based on the lowest
		priority level input that is significant to the fair value measurement of the instrument.
		§	Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active
			market. The Account defines an active market as a market in which transactions
			take place with sufficient frequency and volume to provide pricing information on
			an ongoing basis.
		§	Level 2 - Quoted prices in markets that are not active or valuation techniques that
			require inputs that are observable either directly or indirectly for substantially the
			full term of the asset or liability. Level 2 inputs include the following:
			a)	Quoted prices for similar assets or liabilities in active markets;
			b)	Quoted prices for identical or similar assets or liabilities in non-active
				markets;
			c)	Inputs other than quoted market prices that are observable; and
			d)	Inputs that are derived principally from or corroborated by observable market
				data through correlation or other means.
		§	Level 3 - Prices or valuation techniques that require inputs that are both
			unobservable and significant to the overall fair value measurement. These
			valuations, whether derived internally or obtained from a third party, use critical
			assumptions that are not widely available to estimate market participant
			expectations in valuing the asset or liability.
96

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
4	.	Charges and Fees
		Under the terms of the Contracts, certain charges and fees are incurred by the Contracts to
		cover ILIAC’s expenses in connection with the issuance and administration of the
		Contracts. Following is a summary of these charges and fees:
		Mortality and Expense Risk Charges
		ILIAC assumes mortality and expense risks related to the operations of the Account and,
		in accordance with the terms of the Contracts, deducts a daily charge from the assets of
		the Account. Daily charges are deducted at annual rates of up to 1.25% of the average
		daily net asset value of each Division of the Account to cover these risks, as specified in
		the Contracts. These charges are assessed through a reduction in unit values.
		Asset Based Administrative Charges
		A daily charge to cover administrative expenses of the Account is deducted at an annual
		rate of up to 0.25% of the assets attributable to the Contracts. These charges are assessed
		through a reduction in unit values.
		Contract Maintenance Charges
		An annual Contract maintenance fee of up to $40 may be deducted from the accumulation
		value of Contracts to cover ongoing administrative expenses, as specified in the Contract.
		These charges are assessed through the redemption of units.
		Contingent Deferred Sales Charges
		For certain Contracts, a contingent deferred sales charge (“Surrender Charge”) is imposed
		as a percentage that ranges up to 7.00% of each premium payment if the Contract is
		surrendered or an excess partial withdrawal is taken, as specified in the Contract. These
		charges are assessed through the redemption of units.
		Premium Taxes
		For certain Contracts, premium taxes are deducted, where applicable, from the
		accumulation value of each Contract. The amount and timing of the deduction depends
		on the contract owner’s state of residence and currently ranges up to 4.00% of premiums.
		These charges are assessed through the redemption of units.
		Other Contract Charges
		Under the Fixed/Variable Premium Immediate Annuity contract, an additional annual
		charge of 1.00% is deducted daily from the accumulation values for contract owners who
97

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		select the Guaranteed Minimum Income feature and Minimum Guaranteed Withdrawal
		Benefit, for Deferred Variable Annuity contracts, an additional annual charge of up to
		0.50% is deducted daily from the accumulation value for amounts invested in the ING
		GET U.S. Core Portfolio Funds. In addition, an annual charge of up to 0.50% is deducted
		daily from the accumulation values for contract owners who select the Premium Bonus
		Option feature. These charges are assessed through either a reduction in unit values or
		the redemption of units.
		Fees Waived by ILIAC
		Certain charges and fees for various types of Contracts may be waived by ILIAC. ILIAC
		reserves the right to discontinue these waivers at its discretion or to conform with changes
		in the law.
5	.	Related Party Transactions
		During the year ended December 31, 2012, management fees were paid indirectly to DSL,
		an affiliate of the Company, in its capacity as investment adviser to ING Investors Trust
		and ING Partners, Inc. The Trusts’ advisory agreement provided for fees at annual rates
		up to 1.25% of the average net assets of each respective Fund.
		Management fees were also paid indirectly to IIL, an affiliate of the Company, in its
		capacity as investment adviser to the ING Balanced Portfolio, Inc., ING Intermediate
		Bond Portfolio, ING Money Market Portfolio, ING Strategic Allocation Portfolios, Inc.,
		ING Variable Funds, ING Variable Insurance Trust, ING Variable Portfolios, Inc., and
		ING Variable Products Trust. The Trusts’ advisory agreement provided for a fee at annual
		rates ranging from 0.08% to 0.95% of the average net assets of each respective Fund.
98

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
6	.	Purchases and Sales of Investment Securities
		The aggregate cost of purchases and proceeds from sales of investments for the year
		ended December 31, 2012 follow:
				Purchases	Sales
				(Dollars in thousands)
		AIM Variable Insurance Funds:
		Invesco V.I. Capital Appreciation Fund - Series I Shares	$	110	$	801
		Invesco V.I. Core Equity Fund - Series I Shares		98	334
		American Funds Insurance Series:
		American Funds Insurance Series® Growth-Income Fund - Class 2		4	-
		American Funds Insurance Series® International Fund - Class 2		6	-
		Calvert Variable Series, Inc.:
		Calvert VP SRI Balanced Portfolio		132	383
		Federated Insurance Series:
		Federated Capital Appreciation Fund II - Primary Shares		326	866
		Federated Fund for U.S. Government Securities II		128	308
		Federated High Income Bond Fund II - Primary Shares		321	313
		Federated Kaufmann Fund II - Primary Shares		33	342
		Federated Managed Volatility Fund II		350	787
		Federated Prime Money Fund II		247	616
		Fidelity® Variable Insurance Products:
		Fidelity® VIP Equity-Income Portfolio - Initial Class		5,334	10,468
		Fidelity® VIP Growth Portfolio - Initial Class		585	1,586
		Fidelity® VIP High Income Portfolio - Initial Class		36	37
		Fidelity® VIP Overseas Portfolio - Initial Class		280	721
		Fidelity® Variable Insurance Products II:
		Fidelity® VIP Contrafund® Portfolio - Initial Class		3,213	19,045
		Fidelity® VIP Index 500 Portfolio - Initial Class		973	2,978
		Fidelity® Variable Insurance Products V:
		Fidelity® VIP Investment Grade Bond Portfolio - Initial Class		36	76
		Franklin Templeton Variable Insurance Products Trust:
		Franklin Small Cap Value Securities Fund - Class 2		601	1,112
		ING Balanced Portfolio, Inc.:
		ING Balanced Portfolio - Class I		3,096	10,870
		ING Intermediate Bond Portfolio:
		ING Intermediate Bond Portfolio - Class I		27,065	18,557
		ING Investors Trust:
		ING American Funds Asset Allocation Portfolio		1,006	101
		ING American Funds Growth Portfolio		310	10,787
		ING American Funds International Portfolio		571	3,306
		ING American Funds World Allocation Portfolio - Service Class		297	300
		ING Artio Foreign Portfolio - Service Class		84	3,140
		ING BlackRock Health Sciences Opportunities Portfolio - Service Class		191	250
		ING BlackRock Inflation Protected Bond Portfolio - Institutional Class		66	31
99

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Purchases		Sales
		(Dollars in thousands)
ING Investors Trust (continued):
ING BlackRock Inflation Protected Bond Portfolio - Service Class	$	3,223	$	1,086
ING BlackRock Large Cap Growth Portfolio - Institutional Class		848		3,815
ING Clarion Global Real Estate Portfolio - Institutional Class		524		588
ING Clarion Global Real Estate Portfolio - Service Class		242		189
ING Clarion Real Estate Portfolio - Service Class		854		648
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class		402		2,478
ING FMRSM Diversified Mid Cap Portfolio - Service Class		97		244
ING Franklin Income Portfolio - Service Class		1,293		1,010
ING Franklin Mutual Shares Portfolio - Service Class		94		355
ING Franklin Templeton Founding Strategy Portfolio - Service Class		285		1
ING Global Resources Portfolio - Service Class		767		1,818
ING Invesco Van Kampen Growth and Income Portfolio - Service Class		38		263
ING JPMorgan Emerging Markets Equity Portfolio - Institutional Class		767		1,342
ING JPMorgan Emerging Markets Equity Portfolio - Service Class		1,716		1,104
ING JPMorgan Small Cap Core Equity Portfolio - Institutional Class		530		878
ING JPMorgan Small Cap Core Equity Portfolio - Service Class		112		131
ING Large Cap Growth Portfolio - Institutional Class		12,893		7,711
ING Large Cap Value Portfolio - Institutional Class		699		679
ING Large Cap Value Portfolio - Service Class		614		148
ING Marsico Growth Portfolio - Service Class		128		953
ING MFS Total Return Portfolio - Institutional Class		1,198		6,431
ING MFS Total Return Portfolio - Service Class		177		167
ING MFS Utilities Portfolio - Service Class		288		976
ING PIMCO High Yield Portfolio - Service Class		1,395		913
ING PIMCO Total Return Bond Portfolio - Service Class		3,046		840
ING Pioneer Fund Portfolio - Institutional Class		1,824		2,873
ING Pioneer Mid Cap Value Portfolio - Institutional Class		154		495
ING Pioneer Mid Cap Value Portfolio - Service Class		61		135
ING Retirement Conservative Portfolio - Adviser Class		1,678		589
ING Retirement Growth Portfolio - Adviser Class		208		703
ING Retirement Moderate Growth Portfolio - Adviser Class		321		1,554
ING Retirement Moderate Portfolio - Adviser Class		821		2,594
ING T. Rowe Price Capital Appreciation Portfolio - Service Class		4,216		2,010
ING T. Rowe Price Equity Income Portfolio - Service Class		822		2,030
ING T. Rowe Price International Stock Portfolio - Service Class		238		1,114
ING Templeton Global Growth Portfolio - Service Class		101		103
ING U.S. Stock Index Portfolio - Service Class		22		16
ING Money Market Portfolio:
ING Money Market Portfolio - Class I		17,711		31,334
ING Money Market Portfolio - Class S		3		202
100

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Purchases		Sales
		(Dollars in thousands)
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio - Service Class	$	333	$	317
ING Baron Growth Portfolio - Service Class		859		903
ING Columbia Small Cap Value II Portfolio - Service Class		12		96
ING Davis New York Venture Portfolio - Service Class		110		326
ING Global Bond Portfolio - Initial Class		3,540		7,743
ING Global Bond Portfolio - Service Class		27		39
ING Growth and Income Core Portfolio - Initial Class		777		2,669
ING Invesco Van Kampen Comstock Portfolio - Service Class		55		142
ING Invesco Van Kampen Equity and Income Portfolio - Initial Class		1,654		9,803
ING JPMorgan Mid Cap Value Portfolio - Service Class		371		423
ING Oppenheimer Global Portfolio - Initial Class		1,890		11,827
ING PIMCO Total Return Portfolio - Service Class		2,243		2,365
ING Pioneer High Yield Portfolio - Initial Class		2,636		3,286
ING Solution 2015 Portfolio - Service Class		681		1,989
ING Solution 2025 Portfolio - Service Class		471		198
ING Solution 2035 Portfolio - Service Class		850		273
ING Solution 2045 Portfolio - Service Class		438		282
ING Solution Income Portfolio - Service Class		286		212
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class		4,406		7,552
ING T. Rowe Price Growth Equity Portfolio - Initial Class		1,755		5,706
ING Templeton Foreign Equity Portfolio - Initial Class		4,013		3,623
ING UBS U.S. Large Cap Equity Portfolio - Initial Class		564		2,687
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class I		586		1,860
ING Strategic Allocation Growth Portfolio - Class I		318		900
ING Strategic Allocation Moderate Portfolio - Class I		412		1,432
ING Variable Funds:
ING Growth and Income Portfolio - Class A		336		534
ING Growth and Income Portfolio - Class I		7,458		34,165
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 7		160		7,222
ING GET U.S. Core Portfolio - Series 8		103		6,347
ING GET U.S. Core Portfolio - Series 9		121		4,851
ING GET U.S. Core Portfolio - Series 10		83		3,777
ING GET U.S. Core Portfolio - Series 11		74		555
ING GET U.S. Core Portfolio - Series 12		254		1,847
ING GET U.S. Core Portfolio - Series 13		211		1,428
ING GET U.S. Core Portfolio - Series 14		250		1,780
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio - Class I		1,331		2,284
ING Euro STOXX 50® Index Portfolio - Class I		5		4
ING Index Plus LargeCap Portfolio - Class I		4,387		14,219
ING Index Plus MidCap Portfolio - Class I		409		1,110
ING Index Plus SmallCap Portfolio - Class I		275		899
ING International Index Portfolio - Class I		639		1,488
101

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
		Purchases		Sales
		(Dollars in thousands)
ING Variable Portfolios, Inc. (continued):
ING International Index Portfolio - Class S	$	19	$	40
ING Russell™ Large Cap Growth Index Portfolio - Class I		960		3,696
ING Russell™ Large Cap Index Portfolio - Class I		2,300		4,496
ING Russell™ Large Cap Value Index Portfolio - Class I		515		1,248
ING Russell™ Large Cap Value Index Portfolio - Class S		33		209
ING Russell™ Mid Cap Growth Index Portfolio - Class S		152		19
ING Russell™ Mid Cap Index Portfolio - Class I		158		55
ING Russell™ Small Cap Index Portfolio - Class I		392		179
ING Small Company Portfolio - Class I		1,636		4,620
ING U.S. Bond Index Portfolio - Class I		268		1,540
ING Variable Products Trust:
ING International Value Portfolio - Class I		88		234
ING MidCap Opportunities Portfolio - Class I		631		785
ING MidCap Opportunities Portfolio - Class S		570		999
ING SmallCap Opportunities Portfolio - Class I		473		380
ING SmallCap Opportunities Portfolio - Class S		733		592
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares		1		10
Janus Aspen Series Enterprise Portfolio - Institutional Shares		-		-
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares		-		3
Janus Aspen Series Worldwide Portfolio - Institutional Shares		-		2
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Mid-Cap Stock Portfolio - Class VC		106		572
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities Fund/VA		-		33
Oppenheimer Main Street Fund®/VA		14		34
Oppenheimer Main Street Small- & Mid-Cap Fund®/VA		169		111
Oppenheimer Small- & Mid-Cap Growth Fund/VA		1		15
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class		2,522		1,267
Pioneer Variable Contracts Trust:
Pioneer Emerging Markets VCT Portfolio - Class I		717		304
Pioneer High Yield VCT Portfolio - Class I		179		64
Van Kampen Equity Trust II:
Invesco Van Kampen American Franchise Fund - Class I Shares		898		184
Wanger Advisors Trust:
Wanger International		350		488
Wanger Select		190		301
Wanger USA		401		312
102

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
7	.	Changes in Units
		The changes in units outstanding were as follows:
					Year Ended December 31
				2012				2011
			Units	Units	Net Increase		Units	Units	Net Increase
			Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
AIM Variable Insurance Funds:
		Invesco V.I. Capital Appreciation Fund - Series I Shares	-	69,544	(69,544	)	15,217	14,306	911
		Invesco V.I. Core Equity Fund - Series I Shares	7,263	28,326	(21,063	)	21,396	26,288	(4,892	)
American Funds Insurance Series:
		American Funds Insurance Series® Growth-Income Fund - Class 2	243	14	229		130	1	129
		American Funds Insurance Series® International Fund - Class 2	428	-	428		189	290	(101	)
Calvert Variable Series, Inc.:
		Calvert VP SRI Balanced Portfolio	5,915	17,613	(11,698	)	8,886	8,937	(51	)
Federated Insurance Series:
		Federated Capital Appreciation Fund II - Primary Shares	644	67,143	(66,499	)	330	95,186	(94,856	)
		Federated Fund for U.S. Government Securities II	1,325	11,766	(10,441	)	535	10,111	(9,576	)
		Federated High Income Bond Fund II - Primary Shares	531	8,804	(8,273	)	436	20,434	(19,998	)
		Federated Kaufmann Fund II - Primary Shares	2,414	26,992	(24,578	)	2,028	22,773	(20,745	)
		Federated Managed Volatility Fund II	925	33,223	(32,298	)	3,099	32,734	(29,635	)
		Federated Prime Money Fund II	15,645	42,562	(26,917	)	10,145	44,318	(34,173	)
Fidelity® Variable Insurance Products:
		Fidelity® VIP Equity-Income Portfolio - Initial Class	92,994	587,452	(494,458	)	111,043	655,817	(544,774	)
		Fidelity® VIP Growth Portfolio - Initial Class	34,745	75,519	(40,774	)	106,216	130,964	(24,748	)
		Fidelity® VIP High Income Portfolio - Initial Class	4,714	5,473	(759	)	4,796	2,516	2,280
		Fidelity® VIP Overseas Portfolio - Initial Class	17,816	44,479	(26,663	)	42,090	76,891	(34,801	)
Fidelity® Variable Insurance Products II:
		Fidelity® VIP Contrafund® Portfolio - Initial Class	169,788	781,254	(611,466	)	290,750	1,092,971	(802,221	)
		Fidelity® VIP Index 500 Portfolio - Initial Class	27,779	118,605	(90,826	)	9,172	160,897	(151,725	)
Fidelity® Variable Insurance Products V:
		Fidelity® VIP Investment Grade Bond Portfolio - Initial Class	-	2,917	(2,917	)	2	8,214	(8,212	)
			103

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year Ended December 31
		2012				2011
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	42,504	69,752	(27,248	)	72,034	97,553	(25,519	)
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class I	129,992	505,185	(375,193	)	73,545	565,666	(492,121	)
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class I	1,411,925	1,089,234	322,691		1,090,470	1,341,527	(251,057	)
ING Investors Trust:
ING American Funds Asset Allocation Portfolio	94,462	7,525	86,937		13,887	1,239	12,648
ING American Funds Growth Portfolio	-	830,482	(830,482	)	60,336	217,982	(157,646	)
ING American Funds International Portfolio	71,211	271,265	(200,054	)	41,596	204,904	(163,308	)
ING American Funds World Allocation Portfolio - Service Class	30,191	31,672	(1,481	)	45,156	29,607	15,549
ING Artio Foreign Portfolio - Service Class	-	332,624	(332,624	)	35,197	111,833	(76,636	)
ING BlackRock Health Sciences Opportunities Portfolio - Service Class	13,351	18,192	(4,841	)	36,898	23,613	13,285
ING BlackRock Inflation Protected Bond Portfolio - Institutional Class	3,963	2,570	1,393		2,010	2,276	(266	)
ING BlackRock Inflation Protected Bond Portfolio - Service Class	321,888	146,990	174,898		382,799	65,862	316,937
ING BlackRock Large Cap Growth Portfolio - Institutional Class	124,867	430,012	(305,145	)	182,118	498,107	(315,989	)
ING Clarion Global Real Estate Portfolio - Institutional Class	48,415	55,289	(6,874	)	48,445	41,423	7,022
ING Clarion Global Real Estate Portfolio - Service Class	23,190	17,942	5,248		17,972	38,596	(20,624	)
ING Clarion Real Estate Portfolio - Service Class	75,517	60,335	15,182		116,558	118,570	(2,012	)
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class	52,437	230,235	(177,798	)	49,229	347,519	(298,290	)
ING FMRSM Diversified Mid Cap Portfolio - Service Class	7,211	16,452	(9,241	)	55,689	75,781	(20,092	)
ING Franklin Income Portfolio - Service Class	106,184	96,061	10,123		83,806	83,628	178
ING Franklin Mutual Shares Portfolio - Service Class	21,619	46,581	(24,962	)	27,504	64,828	(37,324	)
ING Franklin Templeton Founding Strategy Portfolio - Service Class	27,558	147	27,411		-	-	-
ING Global Resources Portfolio - Service Class	90,911	183,875	(92,964	)	187,666	277,448	(89,782	)
ING Invesco Van Kampen Growth and Income Portfolio - Service Class	2,607	21,181	(18,574	)	20,007	17,842	2,165
ING JPMorgan Emerging Markets Equity Portfolio - Institutional Class	68,831	114,679	(45,848	)	74,654	148,474	(73,820	)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	87,684	64,653	23,031		82,765	246,892	(164,127	)
ING JPMorgan Small Cap Core Equity Portfolio - Institutional Class	57,589	68,287	(10,698	)	54,044	43,959	10,085
	104

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year Ended December 31
		2012				2011
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	7,463	8,184	(721	)	10,624	20,008	(9,384	)
ING Large Cap Growth Portfolio - Institutional Class	812,101	517,401	294,700		1,819,968	370,834	1,449,134
ING Large Cap Value Portfolio - Institutional Class	88,403	97,313	(8,910	)	394,560	245,491	149,069
ING Large Cap Value Portfolio - Service Class	56,086	13,103	42,983		61,295	18,486	42,809
ING Marsico Growth Portfolio - Service Class	13,067	79,251	(66,184	)	68,155	58,922	9,233
ING MFS Total Return Portfolio - Institutional Class	74,970	533,409	(458,439	)	65,109	785,093	(719,984	)
ING MFS Total Return Portfolio - Service Class	14,531	14,904	(373	)	8,023	22,773	(14,750	)
ING MFS Utilities Portfolio - Service Class	18,348	56,434	(38,086	)	58,369	48,942	9,427
ING PIMCO High Yield Portfolio - Service Class	73,567	59,148	14,419		114,745	159,460	(44,715	)
ING PIMCO Total Return Bond Portfolio - Service Class	355,757	150,531	205,226		281,439	81,584	199,855
ING Pioneer Fund Portfolio - Institutional Class	159,149	246,435	(87,286	)	170,700	378,458	(207,758	)
ING Pioneer Mid Cap Value Portfolio - Institutional Class	16,627	48,891	(32,264	)	55,911	108,348	(52,437	)
ING Pioneer Mid Cap Value Portfolio - Service Class	10,737	17,704	(6,967	)	13,890	34,379	(20,489	)
ING Retirement Conservative Portfolio - Adviser Class	186,236	85,256	100,980		92,087	7,975	84,112
ING Retirement Growth Portfolio - Adviser Class	10,211	59,852	(49,641	)	63,282	145,617	(82,335	)
ING Retirement Moderate Growth Portfolio - Adviser Class	25,361	142,641	(117,280	)	33,861	133,475	(99,614	)
ING Retirement Moderate Portfolio - Adviser Class	79,556	244,718	(165,162	)	29,054	107,883	(78,829	)
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	333,702	168,539	165,163		281,289	209,242	72,047
ING T. Rowe Price Equity Income Portfolio - Service Class	68,718	171,757	(103,039	)	164,728	159,092	5,636
ING T. Rowe Price International Stock Portfolio - Service Class	39,882	109,876	(69,994	)	27,044	83,818	(56,774	)
ING Templeton Global Growth Portfolio - Service Class	15,649	16,540	(891	)	12,241	13,169	(928	)
ING U.S. Stock Index Portfolio - Service Class	1,541	1,269	272		97	359	(262	)
ING Money Market Portfolio:
ING Money Market Portfolio - Class I	2,485,977	3,430,542	(944,565	)	3,377,591	4,498,594	(1,121,003	)
ING Money Market Portfolio - Class S	339	20,498	(20,159	)	152	3,955	(3,803	)
	105

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year Ended December 31
		2012				2011
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio - Service Class	13,330	18,578	(5,248	)	34,586	56,034	(21,448	)
ING Baron Growth Portfolio - Service Class	65,260	55,040	10,220		77,786	68,832	8,954
ING Columbia Small Cap Value II Portfolio - Service Class	1,124	8,764	(7,640	)	14,781	39,496	(24,715	)
ING Davis New York Venture Portfolio - Service Class	15,141	33,916	(18,775	)	31,001	75,061	(44,060	)
ING Global Bond Portfolio - Initial Class	174,481	592,057	(417,576	)	466,335	1,054,793	(588,458	)
ING Global Bond Portfolio - Service Class	1,553	2,822	(1,269	)	12,220	10,046	2,174
ING Growth and Income Core Portfolio - Initial Class	61,414	202,526	(141,112	)	54,376	259,975	(205,599	)
ING Invesco Van Kampen Comstock Portfolio - Service Class	3,739	9,888	(6,149	)	4,869	12,595	(7,726	)
ING Invesco Van Kampen Equity and Income Portfolio - Initial Class	124,002	780,536	(656,534	)	87,659	876,271	(788,612	)
ING JPMorgan Mid Cap Value Portfolio - Service Class	21,531	22,356	(825	)	26,010	20,946	5,064
ING Oppenheimer Global Portfolio - Initial Class	184,541	922,843	(738,302	)	208,181	1,029,750	(821,569	)
ING PIMCO Total Return Portfolio - Service Class	132,092	157,917	(25,825	)	272,110	433,509	(161,399	)
ING Pioneer High Yield Portfolio - Initial Class	149,821	248,502	(98,681	)	247,160	467,134	(219,974	)
ING Solution 2015 Portfolio - Service Class	47,321	158,171	(110,850	)	47,230	84,780	(37,550	)
ING Solution 2025 Portfolio - Service Class	37,070	19,066	18,004		52,050	66,272	(14,222	)
ING Solution 2035 Portfolio - Service Class	67,809	24,421	43,388		139,009	110,203	28,806
ING Solution 2045 Portfolio - Service Class	39,209	26,546	12,663		66,987	12,586	54,401
ING Solution Income Portfolio - Service Class	18,177	16,293	1,884		35,490	19,168	16,322
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class	97,486	509,349	(411,863	)	178,303	521,793	(343,490	)
ING T. Rowe Price Growth Equity Portfolio - Initial Class	107,703	221,472	(113,769	)	138,004	234,204	(96,200	)
ING Templeton Foreign Equity Portfolio - Initial Class	515,568	453,980	61,588		153,630	513,044	(359,414	)
ING UBS U.S. Large Cap Equity Portfolio - Initial Class	41,185	187,231	(146,046	)	31,619	221,843	(190,224	)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class I	19,132	92,007	(72,875	)	79,540	154,595	(75,055	)
ING Strategic Allocation Growth Portfolio - Class I	14,472	51,251	(36,779	)	67,051	115,931	(48,880	)
ING Strategic Allocation Moderate Portfolio - Class I	16,623	79,523	(62,900	)	35,976	88,486	(52,510	)
ING Variable Funds:
ING Growth and Income Portfolio - Class A	27,619	46,909	(19,290	)	175,896	18,832	157,064
ING Growth and Income Portfolio - Class I	265,932	1,536,466	(1,270,534	)	1,200,252	2,014,456	(814,204	)
	106

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year Ended December 31
		2012				2011
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 7	407	713,147	(712,740	)	15,978	156,145	(140,167	)
ING GET U.S. Core Portfolio - Series 8	-	627,438	(627,438	)	-	102,828	(102,828	)
ING GET U.S. Core Portfolio - Series 9	-	473,465	(473,465	)	14	114,493	(114,479	)
ING GET U.S. Core Portfolio - Series 10	16,394	388,067	(371,673	)	-	48,389	(48,389	)
ING GET U.S. Core Portfolio - Series 11	36,756	84,161	(47,405	)	3	102,528	(102,525	)
ING GET U.S. Core Portfolio - Series 12	5,090	160,959	(155,869	)	1	288,610	(288,609	)
ING GET U.S. Core Portfolio - Series 13	70	119,125	(119,055	)	5	237,328	(237,323	)
ING GET U.S. Core Portfolio - Series 14	789	151,548	(150,759	)	-	191,305	(191,305	)
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio - Class I	237,154	480,219	(243,065	)	564,707	649,245	(84,538	)
ING Euro STOXX 50® Index Portfolio - Class I	470	612	(142	)	1,016	274	742
ING Index Plus LargeCap Portfolio - Class I	268,327	943,466	(675,139	)	235,375	1,121,868	(886,493	)
ING Index Plus MidCap Portfolio - Class I	27,377	56,407	(29,030	)	40,970	71,015	(30,045	)
ING Index Plus SmallCap Portfolio - Class I	28,566	61,910	(33,344	)	40,088	68,350	(28,262	)
ING International Index Portfolio - Class I	72,348	132,314	(59,966	)	68,758	165,321	(96,563	)
ING International Index Portfolio - Class S	1,106	2,795	(1,689	)	211	1,255	(1,044	)
ING Russell™ Large Cap Growth Index Portfolio - Class I	76,010	259,500	(183,490	)	43,631	319,136	(275,505	)
ING Russell™ Large Cap Index Portfolio - Class I	163,271	303,342	(140,071	)	170,441	541,398	(370,957	)
ING Russell™ Large Cap Value Index Portfolio - Class I	34,406	87,480	(53,074	)	11,413	120,399	(108,986	)
ING Russell™ Large Cap Value Index Portfolio - Class S	2,309	14,663	(12,354	)	1,638	20,080	(18,442	)
ING Russell™ Mid Cap Growth Index Portfolio - Class S	8,522	927	7,595		31,233	17,134	14,099
ING Russell™ Mid Cap Index Portfolio - Class I	12,048	4,755	7,293		36,162	11,439	24,723
ING Russell™ Small Cap Index Portfolio - Class I	30,750	16,476	14,274		43,184	22,614	20,570
ING Small Company Portfolio - Class I	38,031	179,011	(140,980	)	42,453	278,073	(235,620	)
ING U.S. Bond Index Portfolio - Class I	19,342	128,665	(109,323	)	179,544	86,566	92,978
ING Variable Products Trust:
ING International Value Portfolio - Class I	5,584	18,991	(13,407	)	42,853	63,758	(20,905	)
ING MidCap Opportunities Portfolio - Class I	35,732	44,846	(9,114	)	58,891	63,462	(4,571	)
	107

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
			Year Ended December 31
		2012				2011
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Variable Products Trust (continued):
ING MidCap Opportunities Portfolio - Class S	47,334	75,558	(28,224	)	84,573	75,758	8,815
ING SmallCap Opportunities Portfolio - Class I	32,510	30,315	2,195		86,306	94,192	(7,886	)
ING SmallCap Opportunities Portfolio - Class S	53,526	56,774	(3,248	)	46,488	83,894	(37,406	)
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Institutional Shares	-	223	(223	)	-	-	-
Janus Aspen Series Enterprise Portfolio - Institutional Shares	-	-	-		-	67	(67	)
Janus Aspen Series Flexible Bond Portfolio - Institutional Shares	-	103	(103	)	-	-	-
Janus Aspen Series Worldwide Portfolio - Institutional Shares	-	55	(55	)	-	-	-
Lord Abbett Series Fund, Inc.:
Lord Abbett Series Fund - Mid-Cap Stock Portfolio - Class VC	9,426	42,085	(32,659	)	22,816	49,189	(26,373	)
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities Fund/VA	-	1,419	(1,419	)	-	441	(441	)
Oppenheimer Main Street Fund®/VA	18,601	20,257	(1,656	)	7,437	8,857	(1,420	)
Oppenheimer Main Street Small- & Mid-Cap Fund®/VA	11,778	7,530	4,248		7,904	26,570	(18,666	)
Oppenheimer Small- & Mid-Cap Growth Fund/VA	-	1,034	(1,034	)	30,592	21,574	9,018
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	128,444	79,918	48,526		281,211	275,593	5,618
Pioneer Variable Contracts Trust:
Pioneer Emerging Markets VCT Portfolio - Class I	84,947	42,156	42,791		96,706	381,991	(285,285	)
Pioneer High Yield VCT Portfolio - Class I	9,066	4,322	4,744		11,724	16,469	(4,745	)
Van Kampen Equity Trust II:
Invesco Van Kampen American Franchise Fund - Class I Shares	25,393	2,955	22,438		-	-	-
Wanger Advisors Trust:
Wanger International	19,233	48,718	(29,485	)	90,048	87,741	2,307
Wanger Select	13,574	19,961	(6,387	)	35,526	74,080	(38,554	)
Wanger USA	22,537	19,622	2,915		37,023	41,456	(4,433	)
	108

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
8	.	Financial Highlights
		A summary of unit values, units outstanding, and net assets for variable annuity Contracts, expense ratios, excluding expenses of
		underlying Funds, investment income ratios, and total return for the years ended December 31, 2012, 2011, 2010, 2009, and 2008,
		follows:
												Investment
			Units		Unit Fair Value					Net Assets		Income		Expense RatioB						Total ReturnC
			(000 's)		(lowest to highest)					(000 's)		RatioA		(lowest to highest)						(lowest to highest)
Invesco V.I. Core Equity Fund - Series I Shares
		2012	118	$	10.78		to	$	17.62	$	1,426	0.96	%	0.35	%	to		1.50	%	12.17%	to	13.44%
		2011	139	$	9.61		to	$	15.62	$	1,485	0.99	%	0.35	%	to		1.50	%	-1.54%	to	-0.38%
		2010	144	$	9.76		to	$	15.78	$	1,555	0.97	%	0.35	%	to		1.50	%	7.85%	to	9.23%
		2009	155	$	9.05		to	$	14.54	$	1,552	1.97	%	0.35	%	to		1.50	%	26.40%	to	28.02%
		2008	135	$	7.16		to	$	11.44	$	1,084	2.41	%	0.70	%	to		1.50	%	-31.15%	to	-30.63%
American Funds Insurance Series® Growth-Income Fund - Class 2
		2012	-			$	15.50			$	6	-				0.75	%			16.54%
		2011	-			$	13.30			$	2	(d)				0.75	%				(d)
		2010	(d)				(d)				(d)	(d)				(d)					(d)
		2009	(d)				(d)				(d)	(d)				(d)					(d)
		2008	(d)				(d)				(d)	(d)				(d)					(d)
American Funds Insurance Series® International Fund - Class 2
		2012	1			$	13.94			$	9	-				0.75	%			17.04%
		2011	-			$	11.91			$	2	-				0.75	%			-14.62%
		2010	-			$	13.95			$	4	(c)				0.75	%				(c)
		2009	(c)				(c)				(c)	(c)				(c)					(c)
		2008	(c)				(c)				(c)	(c)				(c)					(c)
Calvert VP SRI Balanced Portfolio
		2012	47	$	11.82		to	$	28.17	$	871	1.16	%	0.70	%	to		1.40	%	8.99%	to	9.75%
		2011	59	$	10.77		to	$	25.68	$	1,023	1.41	%	0.70	%	to		1.40	%	3.09%	to	3.86%
		2010	59	$	10.37		to	$	24.75	$	962	1.27	%	0.70	%	to		1.40	%	10.60%	to	11.39%
		2009	77	$	9.31		to	$	22.24	$	1,241	1.99	%	0.70	%	to		1.50	%	23.46%	to	24.32%
		2008	100	$	7.49		to	$	17.89	$	1,172	2.65	%	0.70	%	to		1.40	%	-32.28%	to	-31.82%
Federated Capital Appreciation Fund II - Primary Shares
		2012	396	$	10.98		to	$	11.86	$	4,688	0.58	%	1.25	%	to		1.40	%	8.61%	to	8.82%
		2011	462	$	10.09		to	$	10.92	$	5,042	0.76	%	1.25	%	to		1.40	%	-6.67%	to	-6.49%
		2010	557	$	10.79		to	$	11.70	$	6,511	(c)		1.25	%	to		1.40	%		(c)
		2009	(c)				(c)				(c)	(c)				(c)					(c)
		2008	(c)				(c)				(c)	(c)				(c)					(c)
109

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
											Investment
	Units		Unit Fair Value						Net Assets		Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000	's)	RatioA		(lowest to highest)						(lowest to highest)
Federated Fund for U.S. Government Securities II
2012	46			$	20.07			$	933		3.98	%			1.40	%					1.57%
2011	57			$	19.76			$	1,125		4.36	%			1.40	%					4.27%
2010	67			$	18.95			$	1,260		4.66	%			1.40	%					3.72%
2009	88			$	18.27			$	1,615		5.04	%			1.40	%					3.69%
2008	109			$	17.62			$	1,916		5.00	%			1.40	%					2.86%
Federated High Income Bond Fund II - Primary Shares
2012	137	$	29.11		to	$	29.89	$	4,002		7.61	%	1.25	%	to		1.40	%	13.05	%	to                  13.26%
2011	146	$	25.75		to	$	26.39	$	3,753		9.10	%	1.25	%	to		1.40	%	3.71	%	to                  3.86%
2010	166	$	24.83		to	$	25.41	$	4,115		8.19	%	1.25	%	to		1.40	%	13.12	%	to                  13.29%
2009	197	$	21.95		to	$	22.43	$	4,314		11.59	%	1.25	%	to		1.40	%	50.76	%	to                  50.94%
2008	240	$	14.56		to	$	14.86	$	3,488		10.54	%	1.25	%	to		1.40	%	-27.05	%	to                 -26.91%
Federated Kaufmann Fund II - Primary Shares
2012	130			$	12.07			$	1,565		-				1.40	%			15.61%
2011	154			$	10.44			$	1,610		1.12	%			1.40	%			-14.50%
2010	175			$	12.21			$	2,136		(c)				1.40	%					(c)
2009	(c)				(c)				(c)		(c)				(c)						(c)
2008	(c)				(c)				(c)		(c)				(c)						(c)
Federated Managed Volatility Fund II
2012	130	$	21.50		to	$	22.07	$	2,788		3.08	%	1.25	%	to		1.40	%	11.92	%	to                  12.09%
2011	162	$	19.21		to	$	19.69	$	3,112		4.14	%	1.25	%	to		1.40	%	3.34	%	to                  3.47%
2010	192	$	18.59		to	$	19.03	$	3,562		4.16	%	1.25	%	to		1.40	%	10.52	%	to                  10.70%
2009	91	$	14.18		to	$	17.19	$	1,537		6.01	%	1.25	%	to		1.40	%	26.47	%	to                  26.72%
2008	112	$	11.19		to	$	13.57	$	1,491		6.21	%	1.25	%	to		1.40	%	-21.49	%	to                 -21.38%
Federated Prime Money Fund II
2012	86	$	9.65		to	$	12.97	$	1,113		-		1.25	%	to		1.40	%	-1.37	%	to                 -1.33%
2011	113	$	9.78		to	$	13.15	$	1,482		-		1.25	%	to		1.40	%	-1.42	%	to                 -1.21%
2010	147	$	9.90		to	$	13.34	$	1,959		-		1.25	%	to		1.40	%	-1.40%
2009	111			$	13.53			$	1,502		0.49	%			1.40	%			-0.95%
2008	128			$	13.66			$	1,747		2.68	%			1.40	%			1.11%
							110

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
Fidelity® VIP Equity-Income Portfolio - Initial Class
2012	2,416	$	11.88	to	$	29.82	$	51,415	3.00	%	0.35	%	to	1.75	%	15.25	%	to	16.81	%
2011	2,910	$	10.19	to	$	25.78	$	52,914	2.39	%	0.35	%	to	1.75	%	-0.79	%	to	0.68	%
2010	3,455	$	10.17	to	$	25.89	$	63,098	1.68	%	0.35	%	to	1.75	%	13.13	%	to	14.73	%
2009	4,136	$	8.89	to	$	22.81	$	65,887	2.09	%	0.35	%	to	1.90	%	27.71	%	to	29.24	%
2008	5,003	$	6.88	to	$	17.76	$	61,149	2.21	%	0.70	%	to	1.90	%	-43.73	%	to	-43.06	%
Fidelity® VIP Growth Portfolio - Initial Class
2012	457	$	11.17	to	$	23.48	$	9,570	0.62	%	0.35	%	to	1.50	%	12.96	%	to	14.26	%
2011	497	$	9.81	to	$	20.63	$	9,281	0.38	%	0.35	%	to	1.50	%	-1.29	%	to	-0.10	%
2010	522	$	9.86	to	$	20.74	$	9,794	0.34	%	0.35	%	to	1.50	%	22.35	%	to	23.70	%
2009	563	$	8.00	to	$	16.83	$	8,618	0.41	%	0.35	%	to	1.50	%	26.33	%	to	27.39	%
2008	627	$	6.28	to	$	13.22	$	7,951	0.81	%	0.70	%	to	1.50	%	-47.95	%	to	-47.56	%
Fidelity® VIP High Income Portfolio - Initial Class
2012	15	$	14.69	to	$	17.28	$	238	5.65	%	0.80	%	to	1.25	%	12.83	%	to	13.31	%
2011	16	$	13.02	to	$	15.25	$	222	7.33	%	0.80	%	to	1.25	%	2.68	%	to	3.18	%
2010	14	$	12.68	to	$	14.78	$	187	7.39	%	0.80	%	to	1.25	%	12.41	%	to	12.91	%
2009	16	$	11.28	to	$	13.09	$	192	10.73	%	0.80	%	to	1.25	%	42.24	%	to	42.90	%
2008	8	$	7.93	to	$	9.16	$	69	9.30	%	0.80	%	to	1.25	%	-25.96	%	to	-25.59	%
Fidelity® VIP Overseas Portfolio - Initial Class
2012	202	$	9.18	to	$	19.73	$	3,599	1.90	%	0.35	%	to	1.50	%	18.89	%	to	20.33	%
2011	229	$	7.65	to	$	16.46	$	3,450	1.38	%	0.35	%	to	1.50	%	-18.37	%	to	-17.43	%
2010	264	$	9.31	to	$	20.02	$	4,929	1.23	%	0.35	%	to	1.50	%	11.41	%	to	12.69	%
2009	324	$	8.28	to	$	17.84	$	5,452	2.05	%	0.35	%	to	1.50	%	24.67	%	to	25.64	%
2008	334	$	6.59	to	$	14.20	$	4,584	2.41	%	0.70	%	to	1.50	%	-44.65	%	to	-44.23	%
Fidelity® VIP Contrafund® Portfolio - Initial Class
2012	3,713	$	12.10	to	$	39.34	$	103,676	1.34	%	0.35	%	to	1.90	%	14.18	%	to	16.01	%
2011	4,325	$	10.46	to	$	34.14	$	104,530	0.97	%	0.35	%	to	1.90	%	-4.34	%	to	-2.84	%
2010	5,127	$	10.81	to	$	35.52	$	127,170	1.15	%	0.35	%	to	1.90	%	14.97	%	to	16.77	%
2009	6,028	$	9.29	to	$	30.73	$	126,570	1.30	%	0.35	%	to	1.90	%	33.10	%	to	34.83	%
2008	6,970	$	6.89	to	$	22.97	$	109,547	0.91	%	0.70	%	to	1.90	%	-43.57	%	to	-42.94	%
						111

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
Fidelity® VIP Index 500 Portfolio - Initial Class
2012	704	$	23.37		to	$	27.47	$	18,967	2.09	%	1.25	%	to		1.40	%	14.27	%	to		14.45	%
2011	795	$	20.42		to	$	24.04	$	18,731	1.84	%	1.25	%	to		1.40	%	0.63	%	to		0.79	%
2010	947	$	20.26		to	$	23.89	$	22,102	1.78	%	1.25	%	to		1.40	%	13.38	%	to		13.57	%
2009	1,111	$	17.84		to	$	21.07	$	22,865	2.33	%	1.25	%	to		1.40	%	24.82	%	to		25.02	%
2008	1,317	$	14.27		to	$	16.88	$	21,722	2.06	%	1.25	%	to		1.40	%	-37.87	%	to		-37.77	%
Fidelity® VIP Investment Grade Bond Portfolio - Initial Class
2012	31			$	22.57			$	708	2.35	%			1.40	%					4.39	%
2011	34			$	21.62			$	741	2.98	%			1.40	%					5.82	%
2010	42			$	20.43			$	868	3.48	%			1.40	%					6.30	%
2009	48			$	19.22			$	914	8.83	%			1.40	%			14.13					%
2008	52			$	16.84			$	876	4.19	%			1.40	%			-4.64			%
Franklin Small Cap Value Securities Fund - Class 2
2012	126	$	12.92		to	$	22.12	$	2,681	0.77	%	0.70	%	to		1.50	%	16.60	%	to		17.56	%
2011	153	$	10.99		to	$	18.83	$	2,787	0.71	%	0.70	%	to		1.50	%	-5.17	%	to		-4.43	%
2010	179	$	11.50		to	$	19.71	$	3,417	0.74	%	0.70	%	to		1.50	%	26.27	%	to		27.35	%
2009	223	$	9.03		to	$	15.49	$	3,377	1.54	%	0.70	%	to		1.50	%	27.21	%	to		28.27	%
2008	230	$	7.04		to	$	12.08	$	2,729	1.32	%	0.70	%	to		1.50	%	-34.01	%	to		-33.52	%
ING Balanced Portfolio - Class I
2012	2,537	$	10.77		to	$	42.36	$	67,751	3.12	%	0.35	%	to		2.25	%	11.15	%	to		13.23	%
2011	2,912	$	9.69		to	$	37.63	$	68,784	2.77	%	0.35	%	to		2.25	%	-3.49	%	to		-1.66	%
2010	3,405	$	10.04		to	$	38.49	$	81,044	2.77	%	0.35	%	to		2.25	%	11.56	%	to		13.75	%
2009	3,901	$	9.00		to	$	34.05	$	80,515	4.40	%	0.35	%	to		2.25	%	16.58	%	to		18.98	%
2008	4,677	$	7.72		to	$	28.83	$	81,353	3.74	%	0.70	%	to		2.25	%	-29.69	%	to		-28.64	%
ING Intermediate Bond Portfolio - Class I
2012	5,306	$	13.16		to	$	104.07	$	114,638	4.71	%	0.35	%	to		2.25	%	6.97	%	to		8.94	%
2011	4,984	$	12.12		to	$	96.19	$	101,540	4.48	%	0.35	%	to		2.25	%	5.17	%	to		7.24	%
2010	5,235	$	11.35		to	$	90.43	$	101,061	4.92	%	0.35	%	to		2.25	%	7.41	%	to		9.45	%
2009	5,981	$	10.40		to	$	83.24	$	104,817	6.58	%	0.35	%	to		2.25	%	9.09	%	to		11.25	%
2008	6,247	$	9.39		to	$	75.43	$	100,529	5.89	%	0.70	%	to		2.25	%	-10.54	%	to		-9.18	%
							112

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
												Investment
	Units			Unit Fair Value						Net Assets		Income		Expense RatioB						Total ReturnC
	(000	's)		(lowest to highest)						(000	's)	RatioA		(lowest to highest)						(lowest to highest)
ING American Funds Asset Allocation Portfolio
2012	100		$	10.71		to	$	10.80	$	1,070		1.01	%	0.95	%	to		1.45	%	13.92	%	to		14.41	%
2011	13		$	9.41		to	$	9.44	$	119		(d)		0.95	%	to		1.40	%			(d)
2010	(d)					(d)				(d)		(d)				(d)						(d)
2009	(d)					(d)				(d)		(d)				(d)						(d)
2008	(d)					(d)				(d)		(d)				(d)						(d)
ING American Funds International Portfolio
2012	546		$	9.15		to	$	14.73	$	7,848		1.27	%	0.95	%	to		1.75	%	15.20	%	to		16.17	%
2011	746		$	7.91		to	$	12.71	$	9,304		1.61	%	0.95	%	to		1.75	%	-15.88	%	to		-15.24	%
2010	910		$	14.23		to	$	15.04	$	13,439		0.88	%	0.95	%	to		1.75	%	4.79	%	to		5.65	%
2009	1,173		$	13.47		to	$	14.28	$	16,435		3.43	%	0.95	%	to		1.90	%	39.59	%	to		46.31	%
2008	1,357		$	9.65		to	$	10.04	$	13,434		1.78	%	0.95	%	to		1.90	%	-45.38	%	to		-43.02	%
ING American Funds World Allocation Portfolio - Service Class
2012	14		$	9.87		to	$	9.94	$	139		1.44	%	0.95	%	to		1.40	%	11.53	%	to		11.94	%
2011	16		$	8.85		to	$	8.88	$	138		(d)		0.95	%	to		1.40	%			(d)
2010	(d)					(d)				(d)		(d)				(d)						(d)
2009	(d)					(d)				(d)		(d)				(d)						(d)
2008	(d)					(d)				(d)		(d)				(d)						(d)
ING BlackRock Health Sciences Opportunities Portfolio - Service Class
2012	26		$	11.99		to	$	15.03	$	389		0.51	%	0.70	%	to		1.50	%	17.26	%	to		17.90	%
2011	31		$	10.17		to	$	12.76	$	392		0.66	%	0.70	%	to		1.25	%	3.52	%	to		3.99	%
2010	18		$	9.78		to	$	12.27	$	214		-		0.70	%	to		1.25	%	5.58	%	to		6.23	%
2009	25		$	11.29		to	$	11.55	$	283		-		0.75	%	to		1.25	%	18.59	%	to		19.20	%
2008	69		$	9.52		to	$	9.69	$	666		0.16	%	0.75	%	to		1.25	%	-29.53	%	to		-29.22	%
ING BlackRock Inflation Protected Bond Portfolio - Institutional Class
2012	29				$	12.51			$	365		0.87	%			0.75	%					5.93	%
2011	28				$	11.81			$	328		2.56	%			0.75	%			11.31					%
2010	28				$	10.61			$	297		(c)				0.75	%					(c)
2009	(c)					(c)				(c)		(c)				(c)						(c)
2008	(c)					(c)				(c)		(c)				(c)						(c)
								113

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING BlackRock Inflation Protected Bond Portfolio - Service Class
2012	492	$	11.18	to	$	11.27	$	5,523	0.61	%	0.95	%	to	1.40	%	4.88	%	to	5.33	%
2011	317	$	10.66	to	$	10.70	$	3,386	(d)		0.95	%	to	1.40	%			(d)
2010	(d)			(d)				(d)	(d)				(d)					(d)
2009	(d)			(d)				(d)	(d)				(d)					(d)
2008	(d)			(d)				(d)	(d)				(d)					(d)
ING BlackRock Large Cap Growth Portfolio - Institutional Class
2012	2,188	$	9.16	to	$	11.90	$	20,913	0.76	%	0.35	%	to	1.75	%	12.81	%	to	14.31	%
2011	2,493	$	8.12	to	$	10.41	$	20,996	0.60	%	0.35	%	to	1.75	%	-2.99	%	to	-1.61	%
2010	2,809	$	8.33	to	$	10.58	$	24,230	0.47	%	0.35	%	to	1.90	%	11.51	%	to	13.16	%
2009	3,166	$	7.47	to	$	9.35	$	24,319	0.58	%	0.35	%	to	1.90	%	28.13	%	to	29.79	%
2008	3,602	$	5.83	to	$	7.15	$	21,426	0.20	%	0.70	%	to	1.90	%	-40.14	%	to	-39.43	%
ING Clarion Global Real Estate Portfolio - Institutional Class
2012	158	$	11.73	to	$	12.15	$	1,906	0.74	%	0.70	%	to	1.50	%	24.26	%	to	25.26	%
2011	165	$	9.44	to	$	9.70	$	1,590	3.61	%	0.70	%	to	1.50	%	-6.63	%	to	-5.83	%
2010	158	$	10.11	to	$	10.30	$	1,619	7.68	%	0.70	%	to	1.50	%	14.63	%	to	15.49	%
2009	192	$	8.82	to	$	8.91	$	1,713	2.00	%	0.75	%	to	1.50	%	31.84	%	to	32.79	%
2008	162	$	6.69	to	$	6.71	$	1,087	(a)		0.75	%	to	1.50	%			(a)
ING Clarion Global Real Estate Portfolio - Service Class
2012	89	$	12.55	to	$	12.94	$	1,133	0.60	%	0.95	%	to	1.40	%	23.89	%	to	24.42	%
2011	84	$	10.13	to	$	10.40	$	858	3.30	%	0.95	%	to	1.40	%	-6.64	%	to	-6.14	%
2010	104	$	10.85	to	$	11.08	$	1,145	8.22	%	0.95	%	to	1.40	%	14.33	%	to	14.82	%
2009	117	$	9.31	to	$	9.65	$	1,118	2.38	%	0.95	%	to	1.90	%	30.94	%	to	32.19	%
2008	124	$	7.11	to	$	7.30	$	902	-		0.95	%	to	1.90	%	-42.43	%	to	-41.83	%
ING Clarion Real Estate Portfolio - Service Class
2012	233	$	12.49	to	$	13.76	$	3,041	0.98	%	0.70	%	to	1.50	%	13.86	%	to	14.76	%
2011	218	$	10.94	to	$	11.99	$	2,480	1.30	%	0.70	%	to	1.50	%	7.87	%	to	8.74	%
2010	220	$	10.08	to	$	11.03	$	2,302	3.84	%	0.70	%	to	1.50	%	26.02	%	to	27.07	%
2009	188	$	8.07	to	$	8.68	$	1,553	3.21	%	0.70	%	to	1.50	%	33.83	%	to	34.99	%
2008	173	$	6.03	to	$	6.43	$	1,064	1.48	%	0.70	%	to	1.50	%	-39.40	%	to	-38.93	%
						114

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING FMRSM Diversified Mid Cap Portfolio - Institutional Class
2012	1,072	$	11.41	to	$	12.04	$	12,661	0.86	%	0.95	%	to	1.75	%	12.97	%	to	13.80	%
2011	1,250	$	10.10	to	$	10.58	$	13,010	0.20	%	0.95	%	to	1.75	%	-12.33	%	to	-11.54	%
2010	1,548	$	11.44	to	$	11.96	$	18,278	0.36	%	0.95	%	to	1.90	%	26.27	%	to	27.37	%
2009	1,736	$	9.06	to	$	9.39	$	16,149	0.67	%	0.95	%	to	1.90	%	36.86	%	to	38.29	%
2008	2,013	$	6.62	to	$	6.79	$	13,578	1.14	%	0.95	%	to	1.90	%	-40.14	%	to	-39.59	%
ING FMRSM Diversified Mid Cap Portfolio - Service Class
2012	99	$	11.87	to	$	16.01	$	1,551	0.66	%	0.70	%	to	1.50	%	12.93	%	to	13.81	%
2011	108	$	10.43	to	$	14.07	$	1,494	0.23	%	0.70	%	to	1.50	%	-12.26	%	to	-11.54	%
2010	128	$	11.79	to	$	15.92	$	2,007	0.12	%	0.70	%	to	1.50	%	26.45	%	to	27.46	%
2009	100	$	9.25	to	$	12.49	$	1,237	0.49	%	0.70	%	to	1.50	%	37.05	%	to	38.16	%
2008	91	$	8.80	to	$	9.04	$	815	0.77	%	0.75	%	to	1.50	%	-40.05	%	to	-39.61	%
ING Franklin Income Portfolio - Service Class
2012	391	$	10.57	to	$	12.94	$	4,905	5.65	%	0.95	%	to	1.75	%	10.65	%	to	11.55	%
2011	381	$	9.52	to	$	11.60	$	4,340	5.57	%	0.95	%	to	1.75	%	0.73	%	to	1.58	%
2010	381	$	11.00	to	$	11.42	$	4,307	5.10	%	0.95	%	to	1.75	%	11.00	%	to	11.85	%
2009	454	$	9.85	to	$	10.21	$	4,595	6.29	%	0.95	%	to	1.90	%	29.43	%	to	30.73	%
2008	450	$	7.61	to	$	7.81	$	3,482	3.07	%	0.95	%	to	1.90	%	-30.57	%	to	-29.89	%
ING Franklin Mutual Shares Portfolio - Service Class
2012	119	$	10.32	to	$	11.25	$	1,317	1.46	%	0.95	%	to	1.75	%	11.53	%	to	12.50	%
2011	144	$	9.22	to	$	10.00	$	1,424	3.63	%	0.95	%	to	1.75	%	-2.53	%	to	-1.77	%
2010	181	$	9.88	to	$	10.18	$	1,831	0.43	%	0.95	%	to	1.75	%	9.66	%	to	10.53	%
2009	257	$	8.97	to	$	9.21	$	2,349	0.14	%	0.95	%	to	1.90	%	24.07	%	to	25.31	%
2008	258	$	7.23	to	$	7.35	$	1,885	3.00	%	0.95	%	to	1.90	%	-38.99	%	to	-38.34	%
ING Franklin Templeton Founding Strategy Portfolio - Service Class
2012	27	$	10.37	to	$	10.40	$	284	(e)		1.25	%	to	1.40	%			(e)
2011	(e)			(e)				(e)	(e)				(e)					(e)
2010	(e)			(e)				(e)	(e)				(e)					(e)
2009	(e)			(e)				(e)	(e)				(e)					(e)
2008	(e)			(e)				(e)	(e)				(e)					(e)
						115

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
											Investment
	Units			Unit Fair Value					Net Assets		Income		Expense RatioB					Total ReturnC
	(000	's)		(lowest to highest)					(000	's)	RatioA		(lowest to highest)					(lowest to highest)
ING Global Resources Portfolio - Service Class
2012	461		$	8.90	to	$	11.51	$	5,085		0.75	%	0.70	%	to	1.75	%	-4.52	%	to	-3.47	%
2011	554		$	9.22	to	$	12.01	$	6,365		0.63	%	0.70	%	to	1.75	%	-10.79	%	to	-9.78	%
2010	644		$	10.22	to	$	13.41	$	8,254		0.85	%	0.70	%	to	1.75	%	19.61	%	to	20.80	%
2009	819		$	8.46	to	$	11.18	$	8,735		0.31	%	0.70	%	to	1.90	%	34.85	%	to	36.45	%
2008	791		$	6.20	to	$	8.25	$	6,198		2.14	%	0.70	%	to	1.90	%	-42.07	%	to	-41.43	%
ING Invesco Van Kampen Growth and Income Portfolio - Service Class
2012	56		$	11.83	to	$	13.25	$	729		1.90	%	0.70	%	to	1.50	%	12.91	%	to	13.75	%
2011	74		$	10.40	to	$	11.65	$	854		1.17	%	0.70	%	to	1.50	%	-3.65	%	to	-2.80	%
2010	72		$	10.70	to	$	12.00	$	857		0.23	%	0.70	%	to	1.50	%	10.79	%	to	11.69	%
2009	81		$	9.58	to	$	10.75	$	865		1.18	%	0.70	%	to	1.50	%	22.12	%	to	23.14	%
2008	96		$	7.78	to	$	8.74	$	835		3.84	%	0.70	%	to	1.50	%	-33.23	%	to	-32.72	%
ING JPMorgan Emerging Markets Equity Portfolio - Institutional Class
2012	355		$	14.39	to	$	18.83	$	5,881		-		0.95	%	to	1.40	%	17.66	%	to	18.25	%
2011	401		$	11.99	to	$	15.98	$	5,594		1.14	%	0.95	%	to	1.75	%	-19.48	%	to	-18.82	%
2010	474		$	14.89	to	$	19.74	$	8,255		0.68	%	0.95	%	to	1.75	%	18.55	%	to	19.47	%
2009	422		$	12.49	to	$	16.58	$	6,191		1.49	%	0.95	%	to	1.90	%	68.78	%	to	70.26	%
2008	378		$	7.40	to	$	9.76	$	3,328		2.42	%	0.95	%	to	1.90	%	-52.10	%	to	-51.59	%
ING JPMorgan Emerging Markets Equity Portfolio - Service Class
2012	335		$	11.48	to	$	23.50	$	7,616		-		0.70	%	to	1.50	%	17.35	%	to	18.35	%
2011	312		$	9.70	to	$	19.87	$	6,010		0.89	%	0.70	%	to	1.50	%	-19.51	%	to	-18.90	%
2010	476		$	11.96	to	$	24.50	$	11,521		0.42	%	0.70	%	to	1.50	%	18.53	%	to	19.48	%
2009	403		$	10.01	to	$	20.52	$	8,208		1.21	%	0.70	%	to	1.50	%	69.03	%	to	70.53	%
2008	349		$	5.87	to	$	12.05	$	4,184		2.52	%	0.70	%	to	1.50	%	-52.01	%	to	-51.65	%
ING JPMorgan Small Cap Core Equity Portfolio - Institutional Class
2012	148		$	10.43	to	$	16.52	$	2,220		0.41	%	0.95	%	to	1.75	%	16.87	%	to	17.83	%
2011	158		$	8.89	to	$	14.02	$	2,181		0.66	%	0.95	%	to	1.75	%	-2.78	%	to	-1.96	%
2010	148		$	13.66	to	$	14.30	$	2,093		0.44	%	0.95	%	to	1.75	%	24.86	%	to	25.88	%
2009	178		$	10.86	to	$	11.36	$	2,000		0.71	%	0.95	%	to	1.90	%	24.97	%	to	26.22	%
2008	215		$	8.69	to	$	9.00	$	1,919		0.72	%	0.95	%	to	1.90	%	-30.98	%	to	-30.34	%
							116

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING JPMorgan Small Cap Core Equity Portfolio - Service Class
2012	13	$	13.53	to	$	16.32	$	207	-		0.70	%	to	1.50	%	17.24	%	to	17.86	%
2011	14	$	11.48	to	$	13.85	$	187	0.39	%	0.70	%	to	1.25	%	-2.55	%	to	-2.05	%
2010	23	$	11.72	to	$	14.15	$	324	-		0.70	%	to	1.25	%	25.11	%	to	25.89	%
2009	13	$	9.31	to	$	11.25	$	143	-		0.70	%	to	1.25	%	25.74	%	to	26.40	%
2008	11	$	7.37	to	$	8.90	$	102	0.81	%	0.70	%	to	1.25	%	-30.80	%	to	-30.47	%
ING Large Cap Growth Portfolio - Institutional Class
2012	2,369	$	11.94	to	$	18.12	$	37,320	0.49	%	0.35	%	to	1.75	%	16.02	%	to	17.69	%
2011	2,074	$	10.27	to	$	15.49	$	27,275	0.47	%	0.35	%	to	1.75	%	0.69	%	to	1.51	%
2010	625	$	13.35	to	$	15.26	$	8,989	0.40	%	0.95	%	to	1.75	%	12.60	%	to	13.46	%
2009	707	$	11.82	to	$	13.45	$	8,990	0.49	%	0.95	%	to	1.90	%	39.98	%	to	41.43	%
2008	773	$	8.40	to	$	9.51	$	6,965	0.51	%	0.95	%	to	1.90	%	-28.73	%	to	-28.01	%
ING Large Cap Value Portfolio - Institutional Class
2012	532	$	9.39	to	$	12.18	$	5,325	2.48	%	0.35	%	to	1.50	%	13.00	%	to	14.26	%
2011	541	$	8.31	to	$	10.66	$	4,756	1.39	%	0.35	%	to	1.50	%	1.96	%	to	3.19	%
2010	392	$	8.15	to	$	10.33	$	3,430	2.42	%	0.35	%	to	1.50	%	17.60	%	to	18.87	%
2009	418	$	6.93	to	$	8.69	$	3,102	-		0.35	%	to	1.50	%	10.88	%	to	11.95	%
2008	592	$	6.25	to	$	7.70	$	3,765	2.84	%	0.70	%	to	1.50	%	-31.09	%	to	-30.69	%
ING Large Cap Value Portfolio - Service Class
2012	86	$	11.33	to	$	11.44	$	978	2.41	%	0.95	%	to	1.40	%	12.74	%	to	13.27	%
2011	43	$	10.05	to	$	10.10	$	431	(d)		0.95	%	to	1.40	%			(d)
2010	(d)			(d)				(d)	(d)				(d)					(d)
2009	(d)			(d)				(d)	(d)				(d)					(d)
2008	(d)			(d)				(d)	(d)				(d)					(d)
ING Marsico Growth Portfolio - Service Class
2012	76	$	10.04	to	$	13.26	$	930	0.48	%	0.70	%	to	1.50	%	10.89	%	to	11.74	%
2011	142	$	9.05	to	$	11.87	$	1,571	0.19	%	0.70	%	to	1.50	%	-3.17	%	to	-2.38	%
2010	133	$	10.04	to	$	12.16	$	1,523	0.58	%	0.75	%	to	1.50	%	18.14	%	to	18.92	%
2009	164	$	8.38	to	$	10.23	$	1,595	0.90	%	0.70	%	to	1.75	%	26.78	%	to	28.07	%
2008	173	$	6.61	to	$	7.99	$	1,285	0.58	%	0.70	%	to	1.75	%	-41.40	%	to	-40.73	%
						117

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING MFS Total Return Portfolio - Institutional Class
2012	2,333	$	12.36	to	$	13.16	$	30,011	2.71	%	0.95	%	to	1.75	%	9.48	%	to	10.40	%
2011	2,792	$	11.29	to	$	11.92	$	32,630	2.65	%	0.95	%	to	1.75	%	0.09	%	to	0.85	%
2010	3,512	$	11.18	to	$	11.82	$	40,810	0.44	%	0.95	%	to	1.90	%	8.02	%	to	9.14	%
2009	4,367	$	10.35	to	$	10.83	$	46,669	2.54	%	0.95	%	to	1.90	%	15.90	%	to	17.08	%
2008	5,335	$	8.93	to	$	9.25	$	48,840	5.92	%	0.95	%	to	1.90	%	-23.61	%	to	-22.92	%
ING MFS Total Return Portfolio - Service Class
2012	61	$	11.99	to	$	16.01	$	970	2.48	%	0.70	%	to	1.25	%	9.79	%	to	10.34	%
2011	61	$	13.89	to	$	14.51	$	886	2.53	%	0.75	%	to	1.25	%	0.29	%	to	0.83	%
2010	76	$	13.85	to	$	14.39	$	1,091	0.50	%	0.75	%	to	1.50	%	8.18	%	to	9.02	%
2009	98	$	9.87	to	$	13.20	$	1,288	2.46	%	0.70	%	to	1.50	%	16.16	%	to	17.08	%
2008	103	$	8.43	to	$	11.28	$	1,153	6.12	%	0.70	%	to	1.50	%	-23.51	%	to	-22.90	%
ING MFS Utilities Portfolio - Service Class
2012	118	$	12.32	to	$	20.51	$	2,323	2.87	%	0.70	%	to	1.50	%	11.64	%	to	12.51	%
2011	156	$	10.95	to	$	18.24	$	2,770	3.61	%	0.70	%	to	1.50	%	4.77	%	to	5.69	%
2010	146	$	10.36	to	$	17.28	$	2,489	2.62	%	0.70	%	to	1.50	%	12.04	%	to	12.87	%
2009	148	$	9.18	to	$	15.31	$	2,238	5.00	%	0.70	%	to	1.50	%	30.80	%	to	31.90	%
2008	187	$	6.96	to	$	11.62	$	2,161	3.26	%	0.70	%	to	1.50	%	-38.65	%	to	-38.16	%
ING PIMCO High Yield Portfolio - Service Class
2012	291	$	15.81	to	$	17.61	$	4,999	6.32	%	0.70	%	to	1.50	%	12.30	%	to	13.25	%
2011	277	$	13.96	to	$	15.56	$	4,207	7.25	%	0.70	%	to	1.50	%	2.85	%	to	3.66	%
2010	322	$	13.47	to	$	15.01	$	4,727	7.37	%	0.70	%	to	1.50	%	12.60	%	to	13.48	%
2009	347	$	11.87	to	$	13.24	$	4,530	8.35	%	0.70	%	to	1.50	%	47.37	%	to	48.38	%
2008	199	$	8.00	to	$	8.93	$	1,748	8.39	%	0.70	%	to	1.40	%	-23.67	%	to	-23.08	%
ING PIMCO Total Return Bond Portfolio - Service Class
2012	405	$	10.73	to	$	10.83	$	4,363	3.74	%	0.95	%	to	1.45	%	7.19	%	to	7.76	%
2011	200	$	10.01	to	$	10.05	$	2,004	(d)		0.95	%	to	1.45	%			(d)
2010	(d)			(d)				(d)	(d)				(d)					(d)
2009	(d)			(d)				(d)	(d)				(d)					(d)
2008	(d)			(d)				(d)	(d)				(d)					(d)

118

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING Pioneer Fund Portfolio - Institutional Class
2012	613	$	10.56	to	$	12.72	$	7,594	1.53	%	0.75	%	to	2.25	%	8.06	%	to	9.65	%
2011	700	$	9.67	to	$	11.62	$	7,951	1.45	%	0.75	%	to	2.25	%	-6.42	%	to	-5.06	%
2010	908	$	10.23	to	$	12.26	$	10,904	1.16	%	0.75	%	to	2.25	%	13.53	%	to	15.29	%
2009	1,085	$	8.92	to	$	10.66	$	11,381	1.38	%	0.75	%	to	2.25	%	21.75	%	to	23.51	%
2008	1,190	$	7.26	to	$	8.64	$	10,140	3.23	%	0.75	%	to	2.25	%	-36.00	%	to	-34.98	%
ING Pioneer Mid Cap Value Portfolio - Institutional Class
2012	174	$	10.76	to	$	11.38	$	1,956	1.13	%	0.70	%	to	1.50	%	9.57	%	to	10.49	%
2011	206	$	9.82	to	$	10.30	$	2,100	1.43	%	0.70	%	to	1.50	%	-6.30	%	to	-5.50	%
2010	259	$	10.48	to	$	10.90	$	2,795	1.11	%	0.70	%	to	1.50	%	16.44	%	to	17.33	%
2009	284	$	9.00	to	$	9.29	$	2,620	1.39	%	0.70	%	to	1.50	%	23.63	%	to	24.53	%
2008	328	$	7.28	to	$	7.46	$	2,428	2.07	%	0.70	%	to	1.50	%	-33.94	%	to	-33.42	%
ING Pioneer Mid Cap Value Portfolio - Service Class
2012	52	$	10.64	to	$	10.97	$	561	0.88	%	0.95	%	to	1.40	%	9.47	%	to	9.92	%
2011	59	$	9.53	to	$	9.98	$	579	1.13	%	0.95	%	to	1.75	%	-6.66	%	to	-5.85	%
2010	79	$	10.21	to	$	10.60	$	831	0.89	%	0.95	%	to	1.75	%	15.89	%	to	16.74	%
2009	82	$	8.81	to	$	9.08	$	737	1.11	%	0.95	%	to	1.75	%	23.04	%	to	24.04	%
2008	96	$	7.14	to	$	7.32	$	700	1.54	%	0.95	%	to	1.90	%	-34.38	%	to	-33.76	%
ING Retirement Conservative Portfolio - Adviser Class
2012	185	$	10.69	to	$	10.77	$	1,983	2.90	%	0.95	%	to	1.40	%	6.37	%	to	6.85	%
2011	84	$	10.05	to	$	10.08	$	846	(d)		0.95	%	to	1.40	%			(d)
2010	(d)			(d)				(d)	(d)				(d)					(d)
2009	(d)			(d)				(d)	(d)				(d)					(d)
2008	(d)			(d)				(d)	(d)				(d)					(d)
ING Retirement Growth Portfolio - Adviser Class
2012	404	$	10.24	to	$	11.36	$	4,536	2.35	%	0.95	%	to	1.40	%	11.34	%	to	11.92	%
2011	453	$	9.19	to	$	10.15	$	4,575	0.89	%	0.95	%	to	1.40	%	-2.52	%	to	-2.12	%
2010	536	$	10.31	to	$	10.37	$	5,538	0.36	%	0.95	%	to	1.40	%	10.03	%	to	10.55	%
2009	600	$	9.36	to	$	9.38	$	5,625	(b)		0.95	%	to	1.90	%			(b)
2008	(b)			(b)				(b)	(b)				(b)					(b)
						119

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING Retirement Moderate Growth Portfolio - Adviser Class
2012	394	$	10.33	to	$	11.61	$	4,529	2.78	%	0.95	%	to	1.40	%	10.10	%	to	10.47	%
2011	511	$	9.38	to	$	10.51	$	5,336	0.97	%	0.95	%	to	1.40	%	-1.33	%	to	-0.85	%
2010	611	$	10.54	to	$	10.60	$	6,453	0.45	%	0.95	%	to	1.40	%	9.45	%	to	9.96	%
2009	795	$	9.62	to	$	9.64	$	7,664	(b)		0.95	%	to	1.75	%			(b)
2008	(b)			(b)				(b)	(b)				(b)					(b)
ING Retirement Moderate Portfolio - Adviser Class
2012	428	$	10.49	to	$	11.83	$	5,002	3.18	%	0.95	%	to	1.40	%	8.70	%	to	9.23	%
2011	593	$	9.65	to	$	10.83	$	6,382	1.37	%	0.95	%	to	1.40	%	0.66	%	to	1.12	%
2010	672	$	10.65	to	$	10.71	$	7,174	0.59	%	0.95	%	to	1.40	%	8.01	%	to	8.51	%
2009	915	$	9.85	to	$	9.87	$	9,028	(b)		0.95	%	to	1.90	%			(b)
2008	(b)			(b)				(b)	(b)				(b)					(b)
ING T. Rowe Price Capital Appreciation Portfolio - Service Class
2012	1,065	$	10.84	to	$	16.16	$	15,801	1.69	%	0.70	%	to	1.50	%	12.79	%	to	13.77	%
2011	900	$	9.61	to	$	14.22	$	12,364	1.91	%	0.70	%	to	1.50	%	1.35	%	to	2.11	%
2010	828	$	11.38	to	$	13.93	$	11,444	1.61	%	0.70	%	to	1.50	%	12.37	%	to	13.23	%
2009	901	$	10.05	to	$	12.31	$	11,020	1.94	%	0.70	%	to	1.50	%	31.27	%	to	32.41	%
2008	861	$	7.59	to	$	9.30	$	7,963	4.70	%	0.70	%	to	1.50	%	-28.63	%	to	-28.07	%
ING T. Rowe Price Equity Income Portfolio - Service Class
2012	335	$	11.22	to	$	17.96	$	5,210	1.92	%	0.70	%	to	1.50	%	15.47	%	to	16.32	%
2011	438	$	9.68	to	$	15.44	$	5,626	2.00	%	0.70	%	to	1.50	%	-2.41	%	to	-1.50	%
2010	432	$	9.77	to	$	15.76	$	5,791	1.50	%	0.70	%	to	1.75	%	12.95	%	to	14.11	%
2009	509	$	8.60	to	$	13.92	$	6,057	1.78	%	0.70	%	to	1.90	%	22.51	%	to	23.99	%
2008	476	$	7.02	to	$	11.30	$	4,389	4.20	%	0.75	%	to	1.90	%	-36.93	%	to	-36.15	%
ING T. Rowe Price International Stock Portfolio - Service Class
2012	255	$	9.54	to	$	14.56	$	3,179	0.27	%	0.70	%	to	1.50	%	17.02	%	to	17.92	%
2011	325	$	8.09	to	$	12.35	$	3,476	3.52	%	0.70	%	to	1.50	%	-13.67	%	to	-13.01	%
2010	382	$	9.30	to	$	14.20	$	4,700	1.36	%	0.70	%	to	1.50	%	12.11	%	to	13.00	%
2009	488	$	8.23	to	$	12.57	$	5,429	1.23	%	0.70	%	to	1.75	%	35.17	%	to	36.71	%
2008	627	$	6.02	to	$	9.21	$	5,138	1.03	%	0.70	%	to	1.90	%	-50.48	%	to	-49.86	%

120

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING Templeton Global Growth Portfolio - Service Class
2012	33	$	10.32		to	$	10.64	$	349	1.86	%	0.95	%	to		1.40	%	20.00	%	to		20.63	%
2011	34	$	8.60		to	$	8.82	$	297	1.60	%	0.95	%	to		1.40	%	-7.03	%	to		-6.67	%
2010	35	$	9.25		to	$	9.45	$	327	1.23	%	0.95	%	to		1.40	%	6.20	%	to		6.78	%
2009	56	$	8.54		to	$	8.85	$	489	2.16	%	0.95	%	to		1.90	%	29.79	%	to		30.92	%
2008	66	$	6.58		to	$	6.76	$	438	1.06	%	0.95	%	to		1.90	%	-40.88	%	to		-40.23	%
ING U.S. Stock Index Portfolio - Service Class
2012	5			$	13.49			$	70	1.57	%			0.75	%			14.61					%
2011	5			$	11.77			$	57	1.71	%			0.75	%					0.86	%
2010	5			$	11.67			$	60	(c)				0.75	%					(c)
2009	(c)				(c)				(c)	(c)				(c)						(c)
2008	(c)				(c)				(c)	(c)				(c)						(c)
ING Money Market Portfolio - Class I
2012	5,212	$	9.84		to	$	16.03	$	68,966	0.03	%	0.35	%	to		1.75	%	-1.71	%	to		-0.30	%
2011	6,156	$	9.91		to	$	16.15	$	82,585	0.00	%	0.35	%	to		1.75	%	-1.77	%	to		-0.40	%
2010	7,277	$	9.97		to	$	16.27	$	97,671	0.02	%	0.35	%	to		1.90	%	-1.68	%	to		-0.10	%
2009	10,475	$	10.02		to	$	16.35	$	140,358	0.30	%	0.35	%	to		1.90	%	-1.56	%	to		0.10	%
2008	15,397	$	10.06		to	$	16.42	$	207,378	5.24	%	0.70	%	to		1.90	%	0.65	%	to		1.92	%
ING Money Market Portfolio - Class S
2012	8			$	9.77			$	74	-				0.75	%			-0.71			%
2011	28			$	9.84			$	273	-				0.75	%			-0.71			%
2010	32			$	9.91			$	313	(c)				0.75	%					(c)
2009	(c)				(c)				(c)	(c)				(c)						(c)
2008	(c)				(c)				(c)	(c)				(c)						(c)
ING American Century Small-Mid Cap Value Portfolio - Service Class
2012	104	$	14.28		to	$	23.02	$	1,878	1.11	%	0.35	%	to		1.25	%	14.91	%	to		15.94	%
2011	110	$	12.36		to	$	19.97	$	1,740	0.95	%	0.35	%	to		1.25	%	-4.36	%	to		-3.46	%
2010	131	$	13.00		to	$	20.82	$	2,244	1.13	%	0.35	%	to		1.25	%	20.45	%	to		21.61	%
2009	91	$	10.69		to	$	17.22	$	1,309	1.75	%	0.35	%	to		1.25	%	34.10	%	to		34.63	%
2008	106	$	10.76		to	$	12.82	$	1,200	0.69	%	0.75	%	to		1.50	%	-27.69	%	to		-27.11	%

121

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING Baron Growth Portfolio - Service Class
2012	258	$	10.84		to	$	24.25	$	4,561	-		0.70	%	to		1.50	%	17.89	%	to		18.82	%
2011	248	$	9.18		to	$	20.46	$	3,850	-		0.70	%	to		1.50	%	0.69	%	to		1.54	%
2010	239	$	9.99		to	$	20.21	$	3,700	-		0.70	%	to		1.75	%	24.25	%	to		25.62	%
2009	267	$	8.00		to	$	16.13	$	3,335	-		0.70	%	to		1.90	%	32.67	%	to		34.28	%
2008	298	$	6.03		to	$	12.04	$	2,765	-		0.70	%	to		1.90	%	-42.35	%	to		-41.71	%
ING Columbia Small Cap Value II Portfolio - Service Class
2012	38	$	10.89		to	$	11.38	$	419	0.23	%	0.75	%	to		1.40	%	12.62	%	to		13.35	%
2011	45	$	9.67		to	$	10.04	$	446	0.52	%	0.75	%	to		1.40	%	-4.07	%	to		-3.37	%
2010	70	$	10.08		to	$	10.39	$	719	0.87	%	0.75	%	to		1.40	%	23.53	%	to		24.28	%
2009	80	$	8.05		to	$	8.36	$	663	1.26	%	0.75	%	to		1.75	%	22.53	%	to		23.85	%
2008	114	$	6.54		to	$	6.75	$	761	0.08	%	0.75	%	to		1.90	%	-35.38	%	to		-34.59	%
ING Davis New York Venture Portfolio - Service Class
2012	182	$	10.05		to	$	15.06	$	2,062	0.29	%	0.70	%	to		1.50	%	10.60	%	to		11.44	%
2011	201	$	9.05		to	$	13.54	$	2,042	1.03	%	0.70	%	to		1.50	%	-6.12	%	to		-5.31	%
2010	245	$	9.64		to	$	14.34	$	2,620	0.39	%	0.70	%	to		1.50	%	10.40	%	to		11.28	%
2009	260	$	8.63		to	$	12.92	$	2,481	0.65	%	0.70	%	to		1.75	%	29.39	%	to		30.76	%
2008	285	$	6.65		to	$	9.91	$	2,118	0.76	%	0.70	%	to		1.90	%	-40.36	%	to		-39.73	%
ING Global Bond Portfolio - Initial Class
2012	2,338	$	12.76		to	$	15.08	$	34,048	5.98	%	0.35	%	to		2.25	%	5.47	%	to		7.53	%
2011	2,756	$	11.91		to	$	14.09	$	37,677	7.33	%	0.35	%	to		2.25	%	1.43	%	to		3.33	%
2010	3,344	$	11.57		to	$	13.70	$	44,608	3.12	%	0.35	%	to		2.25	%	13.30	%	to		15.50	%
2009	3,753	$	10.05		to	$	11.92	$	43,730	3.79	%	0.35	%	to		2.25	%	18.91	%	to		20.74	%
2008	4,539	$	8.33		to	$	9.88	$	44,027	5.46	%	0.70	%	to		2.25	%	-17.39	%	to		-16.18	%
ING Global Bond Portfolio - Service Class
2012	10			$	14.22			$	137	4.95	%			1.25	%					6.28	%
2011	11			$	13.38			$	146	13.79	%			1.25	%					2.22	%
2010	9			$	13.09			$	115	2.69	%			1.25	%			14.12%
2009	9			$	11.47			$	108	6.45	%			1.25	%			19.85%
2008	2			$	9.57			$	16	5.56	%			1.25	%			-16.85%

122

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING Growth and Income Core Portfolio - Initial Class
2012	746	$	6.34	to	$	30.51	$	11,450	0.43	%	0.70	%	to	1.75	%	7.28	%	to	8.53	%
2011	887	$	5.91	to	$	28.13	$	12,298	0.75	%	0.70	%	to	1.75	%	-14.60	%	to	-13.75	%
2010	1,092	$	6.92	to	$	32.62	$	17,212	1.50	%	0.70	%	to	1.75	%	9.49	%	to	10.66	%
2009	1,201	$	6.24	to	$	29.51	$	17,350	1.13	%	0.70	%	to	1.90	%	42.02	%	to	43.73	%
2008	1,334	$	4.39	to	$	20.54	$	13,421	0.52	%	0.70	%	to	1.90	%	-40.92	%	to	-40.20	%
ING Invesco Van Kampen Comstock Portfolio - Service Class
2012	58	$	12.38	to	$	16.98	$	862	1.19	%	0.70	%	to	1.50	%	16.82	%	to	17.79	%
2011	64	$	10.51	to	$	14.45	$	813	1.37	%	0.70	%	to	1.50	%	-3.51	%	to	-2.78	%
2010	72	$	10.81	to	$	14.90	$	937	1.33	%	0.70	%	to	1.50	%	13.41	%	to	14.39	%
2009	90	$	9.45	to	$	13.06	$	1,025	1.84	%	0.70	%	to	1.50	%	26.58	%	to	27.53	%
2008	153	$	7.41	to	$	10.26	$	1,370	3.71	%	0.70	%	to	1.50	%	-37.39	%	to	-36.94	%
ING Invesco Van Kampen Equity and Income Portfolio - Initial Class
2012	3,462	$	12.54	to	$	14.03	$	47,507	2.28	%	0.35	%	to	1.75	%	10.85	%	to	12.31	%
2011	4,118	$	11.20	to	$	12.56	$	50,725	2.13	%	0.35	%	to	1.75	%	-2.86	%	to	-1.39	%
2010	4,907	$	11.40	to	$	12.82	$	61,835	1.73	%	0.35	%	to	1.75	%	10.37	%	to	11.94	%
2009	5,882	$	10.22	to	$	11.52	$	66,795	1.79	%	0.35	%	to	1.90	%	20.33	%	to	21.86	%
2008	7,182	$	8.39	to	$	9.48	$	67,293	4.97	%	0.70	%	to	1.90	%	-24.82	%	to	-23.94	%
ING JPMorgan Mid Cap Value Portfolio - Service Class
2012	110	$	13.83	to	$	24.13	$	2,176	0.74	%	0.35	%	to	1.50	%	18.26	%	to	19.63	%
2011	111	$	11.60	to	$	20.29	$	1,872	0.88	%	0.35	%	to	1.50	%	0.29	%	to	1.47	%
2010	106	$	11.47	to	$	20.12	$	1,745	0.68	%	0.35	%	to	1.50	%	21.11	%	to	22.49	%
2009	138	$	9.40	to	$	16.52	$	1,764	1.21	%	0.35	%	to	1.50	%	23.86	%	to	24.83	%
2008	129	$	7.53	to	$	13.27	$	1,530	1.91	%	0.70	%	to	1.50	%	-34.07	%	to	-33.54	%
ING Oppenheimer Global Portfolio - Initial Class
2012	5,210	$	12.32	to	$	15.31	$	77,309	1.28	%	0.35	%	to	1.90	%	19.40	%	to	21.26	%
2011	5,948	$	10.20	to	$	12.70	$	73,458	1.50	%	0.35	%	to	1.90	%	-9.84	%	to	-8.41	%
2010	6,770	$	11.18	to	$	13.96	$	92,120	1.58	%	0.35	%	to	1.90	%	13.88	%	to	15.66	%
2009	7,725	$	9.70	to	$	12.14	$	91,664	2.37	%	0.35	%	to	1.90	%	36.95	%	to	38.57	%
2008	8,892	$	7.00	to	$	8.78	$	76,622	2.27	%	0.70	%	to	1.90	%	-41.47	%	to	-40.72	%

123

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING PIMCO Total Return Portfolio - Service Class
2012	810	$	13.07	to	$	16.94	$	13,448	2.88	%	0.70	%	to	1.50	%	6.32	%	to	7.13	%
2011	836	$	12.20	to	$	15.82	$	12,993	2.59	%	0.70	%	to	1.50	%	1.73	%	to	2.52	%
2010	997	$	11.90	to	$	15.44	$	15,202	3.38	%	0.70	%	to	1.50	%	5.93	%	to	6.82	%
2009	1,003	$	11.14	to	$	14.46	$	14,338	3.27	%	0.70	%	to	1.50	%	10.98	%	to	11.85	%
2008	776	$	9.96	to	$	12.94	$	9,940	4.66	%	0.70	%	to	1.50	%	-1.68	%	to	-0.92	%
ING Pioneer High Yield Portfolio - Initial Class
2012	1,074	$	15.45	to	$	17.44	$	17,097	6.01	%	0.70	%	to	1.75	%	14.19	%	to	15.46	%
2011	1,172	$	13.53	to	$	15.12	$	16,258	5.71	%	0.70	%	to	1.75	%	-2.45	%	to	-1.40	%
2010	1,392	$	13.82	to	$	15.34	$	19,661	6.04	%	0.70	%	to	1.90	%	16.72	%	to	18.09	%
2009	1,614	$	11.84	to	$	12.99	$	19,385	7.84	%	0.75	%	to	1.90	%	63.99	%	to	65.90	%
2008	1,746	$	7.22	to	$	7.83	$	12,668	7.56	%	0.75	%	to	1.90	%	-30.23	%	to	-29.96	%
ING Solution 2015 Portfolio - Service Class
2012	167	$	11.60	to	$	12.98	$	2,108	5.72	%	0.70	%	to	1.50	%	9.77	%	to	10.69	%
2011	278	$	10.48	to	$	11.73	$	3,208	3.04	%	0.70	%	to	1.50	%	-2.19	%	to	-1.41	%
2010	316	$	10.63	to	$	11.90	$	3,709	2.28	%	0.70	%	to	1.50	%	9.61	%	to	10.50	%
2009	311	$	9.62	to	$	10.78	$	3,305	3.95	%	0.70	%	to	1.50	%	20.49	%	to	21.46	%
2008	280	$	7.92	to	$	8.88	$	2,423	2.37	%	0.70	%	to	1.50	%	-27.94	%	to	-27.39	%
ING Solution 2025 Portfolio - Service Class
2012	219	$	11.36	to	$	12.73	$	2,664	2.61	%	0.35	%	to	1.50	%	11.81	%	to	12.99	%
2011	201	$	10.09	to	$	11.31	$	2,159	1.93	%	0.35	%	to	1.50	%	-4.53	%	to	-3.40	%
2010	215	$	10.48	to	$	11.75	$	2,404	1.54	%	0.35	%	to	1.50	%	12.04	%	to	13.37	%
2009	204	$	9.28	to	$	10.41	$	2,009	3.22	%	0.35	%	to	1.50	%	24.18	%	to	24.90	%
2008	186	$	7.43	to	$	8.34	$	1,467	1.08	%	0.70	%	to	1.25	%	-34.64	%	to	-34.33	%
ING Solution 2035 Portfolio - Service Class
2012	368	$	11.30	to	$	12.87	$	4,430	2.07	%	0.35	%	to	1.25	%	13.67	%	to	14.64	%
2011	325	$	9.89	to	$	11.27	$	3,402	1.59	%	0.35	%	to	1.25	%	-5.79	%	to	-4.92	%
2010	296	$	10.44	to	$	11.90	$	3,271	1.18	%	0.35	%	to	1.25	%	13.10	%	to	14.16	%
2009	239	$	9.18	to	$	10.47	$	2,339	2.94	%	0.35	%	to	1.25	%	26.77	%	to	27.50	%
2008	157	$	7.20	to	$	8.22	$	1,196	1.34	%	0.70	%	to	1.25	%	-37.78	%	to	-37.49	%

124

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING Solution 2045 Portfolio - Service Class
2012	154	$	11.07	to	$	12.87	$	1,784	1.93	%	0.70	%	to	1.50	%	13.76	%	to	14.72	%
2011	141	$	9.65	to	$	11.23	$	1,424	1.18	%	0.35	%	to	1.50	%	-6.56	%	to	-5.41	%
2010	87	$	10.25	to	$	11.92	$	940	1.12	%	0.35	%	to	1.50	%	13.39	%	to	14.73	%
2009	122	$	8.96	to	$	10.44	$	1,200	2.34	%	0.35	%	to	1.50	%	28.18	%	to	28.92	%
2008	99	$	6.95	to	$	8.10	$	764	1.03	%	0.70	%	to	1.25	%	-40.58	%	to	-40.27	%
ING Solution Income Portfolio - Service Class
2012	93	$	11.92	to	$	13.07	$	1,197	5.11	%	0.70	%	to	1.25	%	8.45	%	to	9.01	%
2011	91	$	10.94	to	$	11.99	$	1,072	3.38	%	0.70	%	to	1.25	%	-0.94	%	to	-0.36	%
2010	74	$	10.98	to	$	12.04	$	879	2.76	%	0.70	%	to	1.25	%	8.33	%	to	8.82	%
2009	131	$	10.09	to	$	11.07	$	1,436	5.89	%	0.70	%	to	1.25	%	16.28	%	to	16.38	%
2008	144	$	8.67	to	$	9.52	$	1,349	1.53	%	0.70	%	to	0.75	%	-17.29				%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Initial Class
2012	2,619	$	12.90	to	$	16.23	$	41,061	0.50	%	0.35	%	to	1.75	%	14.15	%	to	15.68	%
2011	3,031	$	11.18	to	$	14.11	$	41,422	0.34	%	0.35	%	to	1.75	%	-5.45	%	to	-4.06	%
2010	3,375	$	11.70	to	$	14.79	$	48,429	0.28	%	0.35	%	to	1.90	%	26.01	%	to	28.03	%
2009	3,724	$	9.16	to	$	11.62	$	42,125	0.42	%	0.35	%	to	1.90	%	43.73	%	to	45.43	%
2008	4,178	$	6.30	to	$	8.01	$	32,650	0.46	%	0.70	%	to	1.90	%	-44.27	%	to	-43.58	%
ING T. Rowe Price Growth Equity Portfolio - Initial Class
2012	1,093	$	10.75	to	$	34.50	$	29,888	0.16	%	0.35	%	to	1.50	%	17.13	%	to	18.53	%
2011	1,207	$	9.17	to	$	29.43	$	28,652	-		0.35	%	to	1.50	%	-2.57	%	to	-1.45	%
2010	1,303	$	10.93	to	$	30.17	$	32,431	0.03	%	0.35	%	to	1.50	%	15.12	%	to	16.42	%
2009	1,461	$	9.42	to	$	26.18	$	31,789	0.16	%	0.35	%	to	1.50	%	40.87	%	to	41.88	%
2008	1,613	$	6.64	to	$	18.58	$	25,211	1.34	%	0.70	%	to	1.50	%	-43.09	%	to	-42.62	%
ING Templeton Foreign Equity Portfolio - Initial Class
2012	1,929	$	8.67	to	$	10.34	$	17,443	1.57	%	0.35	%	to	1.90	%	16.53	%	to	18.44	%
2011	1,868	$	7.44	to	$	8.73	$	14,333	1.94	%	0.35	%	to	1.90	%	-13.59	%	to	-12.26	%
2010	2,227	$	8.61	to	$	9.95	$	19,635	2.22	%	0.35	%	to	1.90	%	6.69	%	to	8.51	%
2009	2,572	$	8.07	to	$	9.17	$	21,070	-		0.35	%	to	1.90	%	29.74	%	to	31.31	%
2008	2,911	$	6.22	to	$	6.93	$	18,241	(a)		0.70	%	to	1.90	%			(a)
						125

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING UBS U.S. Large Cap Equity Portfolio - Initial Class
2012	838	$	7.58		to	$	18.01	$	12,210	0.94	%	0.70	%	to		1.75	%	11.47	%	to	12.65	%
2011	984	$	6.80		to	$	15.99	$	12,801	1.09	%	0.70	%	to		1.75	%	-4.23	%	to	-3.23	%
2010	1,174	$	7.10		to	$	16.53	$	15,770	0.88	%	0.70	%	to		1.75	%	11.46	%	to	12.69	%
2009	1,402	$	6.28		to	$	14.68	$	16,616	1.39	%	0.70	%	to		1.90	%	29.22	%	to	30.74	%
2008	1,676	$	4.86		to	$	11.23	$	15,297	2.38	%	0.70	%	to		1.90	%	-40.95	%	to	-40.20	%
ING Strategic Allocation Conservative Portfolio - Class I
2012	357	$	12.08		to	$	22.50	$	6,993	2.74	%	0.70	%	to		1.50	%	10.68	%	to	11.54	%
2011	430	$	10.83		to	$	20.19	$	7,590	4.58	%	0.70	%	to		1.50	%	0.28	%	to	1.12	%
2010	505	$	10.71		to	$	19.98	$	8,905	4.40	%	0.70	%	to		1.50	%	9.40	%	to	10.30	%
2009	544	$	9.71		to	$	18.12	$	8,694	7.99	%	0.70	%	to		1.50	%	16.09	%	to	16.99	%
2008	600	$	8.30		to	$	15.49	$	8,278	4.46	%	0.70	%	to		1.50	%	-24.71	%	to	-24.14	%
ING Strategic Allocation Growth Portfolio - Class I
2012	421	$	9.90		to	$	22.30	$	7,948	1.54	%	0.35	%	to		2.25	%	12.37	%	to	14.57	%
2011	457	$	8.81		to	$	19.54	$	7,550	2.72	%	0.35	%	to		2.25	%	-5.06	%	to	-3.28	%
2010	506	$	9.28		to	$	20.28	$	8,728	3.63	%	0.35	%	to		2.25	%	10.61	%	to	12.73	%
2009	574	$	8.39		to	$	18.07	$	8,694	9.92	%	0.35	%	to		2.25	%	22.48	%	to	24.86	%
2008	711	$	6.85		to	$	14.54	$	8,438	2.39	%	0.70	%	to		2.25	%	-37.50	%	to	-36.53	%
ING Strategic Allocation Moderate Portfolio - Class I
2012	530	$	10.74		to	$	22.25	$	9,615	2.15	%	0.35	%	to		2.25	%	11.07	%	to	13.23	%
2011	592	$	9.67		to	$	19.73	$	9,597	3.47	%	0.35	%	to		2.25	%	-2.72	%	to	-0.94	%
2010	645	$	9.94		to	$	19.99	$	10,595	4.10	%	0.35	%	to		2.25	%	9.47	%	to	11.68	%
2009	673	$	9.08		to	$	17.98	$	10,045	8.73	%	0.35	%	to		2.25	%	19.16	%	to	21.48	%
2008	770	$	7.62		to	$	14.87	$	9,608	3.23	%	0.70	%	to		2.25	%	-32.02	%	to	-31.00	%
ING Growth and Income Portfolio - Class A
2012	138			$	11.55			$	1,591	1.38	%			1.25	%			13.79				%
2011	157			$	10.15			$	1,594	(d)				1.25	%					(d)
2010	(d)				(d)				(d)	(d)				(d)						(d)
2009	(d)				(d)				(d)	(d)				(d)						(d)
2008	(d)				(d)				(d)	(d)				(d)						(d)

126

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING Growth and Income Portfolio - Class I
2012	8,089	$	8.10	to	$	331.80	$	198,559	1.82	%	0.35	%	to	2.25	%	13.29	%	to	15.30	%
2011	9,359	$	7.15	to	$	289.30	$	198,743	1.24	%	0.35	%	to	2.25	%	-2.59	%	to	-0.57	%
2010	10,173	$	7.34	to	$	292.82	$	225,273	1.04	%	0.35	%	to	2.25	%	11.72	%	to	13.76	%
2009	11,088	$	6.57	to	$	258.97	$	215,519	1.43	%	0.35	%	to	2.25	%	27.33	%	to	29.89	%
2008	11,849	$	5.16	to	$	200.72	$	186,679	1.48	%	0.70	%	to	2.25	%	-39.08	%	to	-38.10	%
ING GET U.S. Core Portfolio - Series 11
2012	317	$	9.86	to	$	10.45	$	3,254	2.09	%	1.45	%	to	2.25	%	-2.76	%	to	-1.97	%
2011	364	$	10.14	to	$	10.66	$	3,827	2.21	%	1.45	%	to	2.25	%	-1.46	%	to	-0.56	%
2010	466	$	10.29	to	$	10.72	$	4,945	2.57	%	1.45	%	to	2.25	%	2.49	%	to	3.28	%
2009	586	$	10.04	to	$	10.38	$	6,024	3.90	%	1.45	%	to	2.25	%	-3.00	%	to	-2.17	%
2008	772	$	10.30	to	$	10.61	$	8,130	2.27	%	1.45	%	to	2.40	%	-1.90	%	to	-0.93	%
ING GET U.S. Core Portfolio - Series 12
2012	756	$	9.96	to	$	10.64	$	7,902	2.33	%	1.45	%	to	2.40	%	-1.78	%	to	-0.84	%
2011	912	$	10.14	to	$	10.73	$	9,642	2.51	%	1.45	%	to	2.40	%	-1.36	%	to	-0.37	%
2010	1,201	$	10.28	to	$	10.77	$	12,788	2.80	%	1.45	%	to	2.40	%	3.21	%	to	4.26	%
2009	1,522	$	9.96	to	$	10.33	$	15,586	3.10	%	1.45	%	to	2.40	%	-2.92	%	to	-2.09	%
2008	1,946	$	10.26	to	$	10.55	$	20,401	1.62	%	1.45	%	to	2.40	%	-8.47	%	to	-7.54	%
ING GET U.S. Core Portfolio - Series 13
2012	844	$	10.20	to	$	10.54	$	8,765	2.13	%	1.45	%	to	1.95	%	-2.21	%	to	-1.77	%
2011	963	$	10.43	to	$	10.73	$	10,208	2.20	%	1.45	%	to	1.95	%	-0.19	%	to	0.37	%
2010	1,200	$	10.45	to	$	10.69	$	12,706	2.55	%	1.45	%	to	1.95	%	4.60	%	to	5.01	%
2009	1,430	$	9.89	to	$	10.18	$	14,452	3.52	%	1.45	%	to	2.25	%	-4.26	%	to	-3.42	%
2008	1,853	$	10.33	to	$	10.54	$	19,436	2.20	%	1.45	%	to	2.25	%	0.10	%	to	0.86	%
ING GET U.S. Core Portfolio - Series 14
2012	566	$	10.14	to	$	10.75	$	6,018	2.86	%	1.45	%	to	2.40	%	-2.59	%	to	-1.65	%
2011	716	$	10.41	to	$	10.93	$	7,759	3.00	%	1.45	%	to	2.40	%	0.77	%	to	1.67	%
2010	908	$	10.33	to	$	10.75	$	9,684	3.89	%	1.45	%	to	2.40	%	4.24	%	to	5.39	%
2009	1,241	$	9.91	to	$	10.20	$	12,578	3.96	%	1.45	%	to	2.40	%	-3.22	%	to	-2.30	%
2008	2,041	$	10.24	to	$	10.44	$	21,091	1.89	%	1.45	%	to	2.40	%	0.59	%	to	1.56	%

127

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING BlackRock Science and Technology Opportunities Portfolio - Class I
2012	973	$	4.75		to	$	16.65	$	4,911	0.19	%	0.70	%	to		1.75	%	5.96	%	to	7.19	%
2011	1,216	$	4.46		to	$	15.58	$	5,733	-		0.70	%	to		1.75	%	-12.04	%	to	-11.01	%
2010	1,300	$	5.06		to	$	17.57	$	6,924	-		0.70	%	to		1.75	%	16.52	%	to	17.75	%
2009	1,248	$	4.33		to	$	14.96	$	5,656	-		0.70	%	to		1.90	%	49.83	%	to	51.79	%
2008	1,247	$	2.88		to	$	9.89	$	3,743	-		0.70	%	to		1.90	%	-40.97	%	to	-40.27	%
ING Euro STOXX 50® Index Portfolio - Class I
2012	4			$	9.43			$	40	5.41	%			0.75	%			21.52				%
2011	4			$	7.76			$	34	2.94	%			0.75	%			-17.62				%
2010	4			$	9.42			$	34	(c)				0.75	%					(c)
2009	(c)				(c)				(c)	(c)				(c)						(c)
2008	(c)				(c)				(c)	(c)				(c)						(c)
ING Index Plus LargeCap Portfolio - Class I
2012	4,010	$	8.79		to	$	23.27	$	62,530	1.68	%	0.35	%	to		2.25	%	11.81	%	to	14.01	%
2011	4,686	$	7.82		to	$	20.48	$	64,463	1.92	%	0.35	%	to		2.25	%	-2.21	%	to	-0.38	%
2010	5,572	$	7.84		to	$	20.66	$	77,272	1.95	%	0.35	%	to		2.25	%	11.35	%	to	13.57	%
2009	7,031	$	7.02		to	$	18.26	$	84,361	3.02	%	0.35	%	to		2.25	%	20.43	%	to	22.96	%
2008	8,508	$	5.80		to	$	14.93	$	79,909	2.29	%	0.70	%	to		2.25	%	-38.56	%	to	-37.69	%
ING Index Plus MidCap Portfolio - Class I
2012	374	$	12.45		to	$	28.40	$	9,658	0.92	%	0.35	%	to		1.50	%	15.93	%	to	17.30	%
2011	403	$	10.65		to	$	24.32	$	8,915	0.81	%	0.35	%	to		1.50	%	-2.62	%	to	-1.46	%
2010	433	$	10.85		to	$	24.80	$	9,868	1.09	%	0.35	%	to		1.50	%	20.12	%	to	21.48	%
2009	494	$	8.96		to	$	20.51	$	9,299	1.60	%	0.35	%	to		1.50	%	29.77	%	to	31.44	%
2008	527	$	6.85		to	$	15.69	$	7,814	1.43	%	0.70	%	to		1.50	%	-38.51	%	to	-38.02	%
ING Index Plus SmallCap Portfolio - Class I
2012	186	$	12.12		to	$	20.01	$	3,348	0.61	%	0.35	%	to		1.50	%	10.71	%	to	11.98	%
2011	219	$	10.86		to	$	17.95	$	3,572	0.76	%	0.35	%	to		1.50	%	-2.20	%	to	-1.08	%
2010	248	$	11.02		to	$	18.23	$	4,105	0.72	%	0.35	%	to		1.50	%	21.06	%	to	22.42	%
2009	293	$	9.03		to	$	14.96	$	3,939	1.73	%	0.35	%	to		1.50	%	22.91	%	to	24.49	%
2008	313	$	7.28		to	$	12.08	$	3,465	0.94	%	0.70	%	to		1.50	%	-34.53	%	to	-34.09	%
							128

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING International Index Portfolio - Class I
2012	627	$	8.00		to	$	15.31	$	7,856	2.86	%	0.70	%	to		1.75	%	16.65	%	to		17.88	%
2011	687	$	6.84		to	$	13.02	$	7,623	2.73	%	0.70	%	to		1.75	%	-13.75	%	to		-12.75	%
2010	784	$	7.91		to	$	14.96	$	10,272	3.55	%	0.70	%	to		1.75	%	5.96	%	to		7.06	%
2009	989	$	7.44		to	$	14.01	$	11,857	-		0.70	%	to		1.90	%	25.89	%	to		26.77	%
2008	36	$	5.91		to	$	5.94	$	211	(a)		0.75	%	to		1.50	%			(a)
ING International Index Portfolio - Class S
2012	1			$	13.68			$	16	4.00	%			1.25	%			17.02					%
2011	3			$	11.69			$	34	2.30	%			1.25	%			-13.54					%
2010	4			$	13.52			$	53	2.11	%			1.25	%					6.29	%
2009	3			$	12.72			$	42	(b)				1.25	%					(b)
2008	(b)				(b)				(b)	(b)				(b)						(b)
ING Russell™ Large Cap Growth Index Portfolio - Class I
2012	1,669	$	13.76		to	$	16.58	$	25,455	1.21	%	0.70	%	to		1.75	%	12.48	%	to		13.72	%
2011	1,853	$	12.11		to	$	14.60	$	24,962	1.27	%	0.70	%	to		1.75	%	2.39	%	to		3.48	%
2010	2,128	$	11.71		to	$	14.18	$	27,852	0.66	%	0.70	%	to		1.90	%	10.67	%	to		11.92	%
2009	2,458	$	11.71		to	$	12.73	$	28,908	(b)		0.75	%	to		1.90	%			(b)
2008	(b)				(b)				(b)	(b)				(b)						(b)
ING Russell™ Large Cap Index Portfolio - Class I
2012	907	$	10.25		to	$	16.71	$	14,334	2.54	%	0.70	%	to		2.25	%	12.97	%	to		14.70	%
2011	1,047	$	9.00		to	$	14.60	$	14,736	1.78	%	0.75	%	to		2.25	%	0.29	%	to		1.76	%
2010	1,418	$	8.91		to	$	14.37	$	19,011	3.38	%	0.70	%	to		2.25	%	9.70	%	to		11.43	%
2009	1,651	$	8.06		to	$	12.93	$	20,115	-		0.70	%	to		2.25	%	22.17	%	to		22.71	%
2008	96	$	6.63		to	$	6.65	$	641	(a)		0.75	%	to		1.25	%			(a)
ING Russell™ Large Cap Value Index Portfolio - Class I
2012	473	$	12.75		to	$	15.94	$	7,317	1.90	%	0.75	%	to		1.75	%	14.18	%	to		15.28	%
2011	526	$	11.06		to	$	13.84	$	7,094	1.74	%	0.75	%	to		1.75	%	-0.95	%	to		0.09	%
2010	635	$	11.05		to	$	13.86	$	8,621	1.52	%	0.75	%	to		1.75	%	9.45	%	to		10.35	%
2009	812	$	12.47		to	$	12.56	$	10,184	(b)		0.95	%	to		1.90	%			(b)
2008	(b)				(b)				(b)	(b)				(b)						(b)

129

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING Russell™ Large Cap Value Index Portfolio - Class S
2012	82	$	15.54		to	$	15.63	$	1,276	1.72	%	1.25	%	to		1.40	%	14.35	%	to	14.51	%
2011	94	$	13.59		to	$	13.65	$	1,283	1.55	%	1.25	%	to		1.40	%	-0.88	%	to	-0.66	%
2010	113	$	13.71		to	$	13.74	$	1,547	1.41	%	1.25	%	to		1.40	%	9.59	%	to	9.74	%
2009	125	$	12.51		to	$	12.52	$	1,568	(b)		1.25	%	to		1.40	%			(b)
2008	(b)				(b)				(b)	(b)				(b)						(b)
ING Russell™ Mid Cap Growth Index Portfolio - Class S
2012	45	$	17.39		to	$	17.88	$	795	0.29	%	0.75	%	to		1.50	%	13.73	%	to	14.69	%
2011	37	$	15.29		to	$	15.59	$	576	0.64	%	0.75	%	to		1.50	%	-3.65	%	to	-2.93	%
2010	23	$	15.87		to	$	16.06	$	367	-		0.75	%	to		1.50	%	23.98	%	to	24.88	%
2009	8	$	12.80		to	$	12.86	$	101	(b)		0.75	%	to		1.50	%			(b)
2008	(b)				(b)				(b)	(b)				(b)						(b)
ING Russell™ Mid Cap Index Portfolio - Class I
2012	55	$	11.34		to	$	14.48	$	667	1.03	%	0.75	%	to		1.25	%	15.60	%	to	16.21	%
2011	48	$	9.81		to	$	12.46	$	500	1.58	%	0.75	%	to		1.25	%	-3.06	%	to	-2.63	%
2010	23	$	10.12		to	$	12.80	$	260	0.48	%	0.75	%	to		1.25	%	23.72	%	to	24.36	%
2009	19	$	8.18		to	$	8.25	$	159	-		0.75	%	to		1.25	%	39.12				%
2008	5			$	5.93			$	29	(a)				0.75	%					(a)
ING Russell™ Small Cap Index Portfolio - Class I
2012	67	$	11.79		to	$	13.99	$	831	0.71	%	0.75	%	to		1.25	%	14.58	%	to	15.17	%
2011	53	$	10.29		to	$	12.15	$	571	1.06	%	0.75	%	to		1.25	%	-5.16	%	to	-4.63	%
2010	33	$	10.77		to	$	12.74	$	373	-		0.75	%	to		1.50	%	24.86	%	to	25.46	%
2009	14	$	8.69		to	$	8.76	$	123	-		0.75	%	to		1.25	%	25.68				%
2008	5			$	6.97			$	35	(a)				0.75	%					(a)
ING Small Company Portfolio - Class I
2012	927	$	12.53		to	$	36.16	$	25,858	0.41	%	0.35	%	to		1.90	%	12.32	%	to	14.13	%
2011	1,068	$	11.02		to	$	31.82	$	26,266	0.41	%	0.35	%	to		1.90	%	-4.35	%	to	-2.87	%
2010	1,304	$	11.38		to	$	32.87	$	33,287	0.53	%	0.35	%	to		1.90	%	21.98	%	to	24.03	%
2009	1,495	$	9.21		to	$	26.63	$	30,900	0.62	%	0.35	%	to		1.90	%	25.16	%	to	27.30	%
2008	1,717	$	7.27		to	$	21.03	$	27,869	1.10	%	0.70	%	to		1.90	%	-32.37	%	to	-31.57	%

130

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
ING U.S. Bond Index Portfolio - Class I
2012	101	$	11.56	to	$	12.66	$	1,220	1.66	%	0.70	%	to	1.50	%	2.31	%	to	3.12	%
2011	211	$	11.21	to	$	12.28	$	2,504	2.21	%	0.70	%	to	1.50	%	5.59	%	to	6.50	%
2010	118	$	10.54	to	$	11.53	$	1,305	2.83	%	0.70	%	to	1.50	%	4.79	%	to	5.39	%
2009	63	$	10.65	to	$	10.94	$	675	3.37	%	0.70	%	to	1.25	%	4.51	%	to	5.09	%
2008	9	$	10.19	to	$	10.22	$	96	(a)		0.75	%	to	1.25	%			(a)
ING International Value Portfolio - Class I
2012	105	$	8.55	to	$	14.90	$	1,399	2.56	%	0.70	%	to	1.50	%	17.41	%	to	18.32	%
2011	118	$	7.23	to	$	12.61	$	1,333	2.68	%	0.70	%	to	1.50	%	-16.21	%	to	-15.54	%
2010	139	$	8.56	to	$	14.97	$	1,872	1.81	%	0.70	%	to	1.50	%	0.94	%	to	1.78	%
2009	248	$	8.41	to	$	14.75	$	3,320	1.39	%	0.70	%	to	1.50	%	25.32	%	to	26.28	%
2008	338	$	6.66	to	$	11.71	$	3,607	2.63	%	0.70	%	to	1.50	%	-43.61	%	to	-43.17	%
ING MidCap Opportunities Portfolio - Class I
2012	102	$	14.14	to	$	19.25	$	1,899	0.53	%	0.70	%	to	1.50	%	12.78	%	to	13.39	%
2011	111	$	12.47	to	$	22.17	$	1,849	-		0.70	%	to	1.25	%	-1.77	%	to	-1.19	%
2010	116	$	12.62	to	$	22.49	$	1,993	0.72	%	0.70	%	to	1.25	%	28.71	%	to	29.44	%
2009	40	$	9.75	to	$	13.30	$	523	0.20	%	0.70	%	to	1.25	%	39.80	%	to	40.49	%
2008	54	$	6.94	to	$	9.47	$	498	-		0.70	%	to	1.25	%	-38.42	%	to	-38.10	%
ING MidCap Opportunities Portfolio - Class S
2012	219	$	9.98	to	$	16.46	$	3,372	0.41	%	0.95	%	to	1.40	%	12.26	%	to	12.82	%
2011	247	$	8.89	to	$	14.59	$	3,438	-		0.95	%	to	1.45	%	-2.26	%	to	-1.75	%
2010	238	$	14.14	to	$	14.85	$	3,477	0.46	%	0.95	%	to	1.45	%	28.08	%	to	28.79	%
2009	264	$	10.61	to	$	11.53	$	2,989	0.11	%	0.95	%	to	1.90	%	38.33	%	to	39.59	%
2008	336	$	7.67	to	$	8.26	$	2,720	-		0.95	%	to	1.90	%	-38.88	%	to	-38.27	%
ING SmallCap Opportunities Portfolio - Class I
2012	71	$	11.98	to	$	21.13	$	898	-		0.70	%	to	1.25	%	13.77	%	to	14.42	%
2011	69	$	10.53	to	$	18.52	$	767	-		0.70	%	to	1.25	%	-0.38	%	to	0.17	%
2010	77	$	10.57	to	$	18.54	$	852	-		0.70	%	to	1.25	%	30.66	%	to	31.40	%
2009	38	$	8.09	to	$	14.14	$	320	-		0.70	%	to	1.25	%	29.44	%	to	30.13	%
2008	67	$	6.25	to	$	10.89	$	522	-		0.70	%	to	1.25	%	-35.30	%	to	-34.97	%

131

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense RatioB						Total ReturnC
	(000 's)		(lowest to highest)						(000 's)	RatioA		(lowest to highest)						(lowest to highest)
ING SmallCap Opportunities Portfolio - Class S
2012	208	$	10.42		to	$	11.47	$	2,297	-		0.95	%	to		1.45	%	13.19	%	to		13.79	%
2011	211	$	9.19		to	$	10.08	$	2,075	-		0.95	%	to		1.45	%	-0.83	%	to		-0.40	%
2010	249	$	9.63		to	$	10.12	$	2,465	-		0.95	%	to		1.45	%	30.11	%	to		30.75	%
2009	264	$	7.21		to	$	7.74	$	2,004	-		0.95	%	to		1.75	%	28.52	%	to		29.43	%
2008	320	$	5.55		to	$	5.98	$	1,876	-		0.95	%	to		1.90	%	-35.84	%	to		-35.14	%
Janus Aspen Series Balanced Portfolio - Institutional Shares
2012	-			$	43.50			$	7	-				0.75	%			12.78					%
2011	-			$	38.57			$	14	-				0.75	%					0.86	%
2010	-			$	38.24			$	14	-				0.75	%					7.60	%
2009	-			$	35.54			$	13	6.90	%			0.75	%			24.92					%
2008	1			$	28.45			$	16	-				0.75	%			-16.45					%
Janus Aspen Series Enterprise Portfolio - Institutional Shares
2012	-			$	37.70				-	-				0.75	%			16.43					%
2011	-			$	32.38				-	-				0.75	%			-2.18			%
2010	-	$	29.69		to	$	33.10	$	2	-		0.75	%	to		1.50	%	23.97	%	to		24.91	%
2009	-	$	23.95		to	$	26.50	$	2	-		0.75	%	to		1.50	%	42.64	%	to		43.79	%
2008	-	$	16.79		to	$	18.43	$	1	-		0.75	%	to		1.50	%	-44.55	%	to		-44.15	%
Lord Abbett Series Fund - Mid-Cap Stock Portfolio - Class VC
2012	126	$	12.25		to	$	17.97	$	1,878	0.61	%	0.35	%	to		1.50	%	12.88	%	to		14.09	%
2011	159	$	10.77		to	$	15.83	$	2,073	0.22	%	0.35	%	to		1.50	%	-5.45	%	to		-4.37	%
2010	185	$	11.30		to	$	16.65	$	2,550	0.39	%	0.35	%	to		1.50	%	23.52	%	to		25.05	%
2009	189	$	9.07		to	$	13.40	$	2,101	0.44	%	0.35	%	to		1.50	%	24.74	%	to		26.24	%
2008	222	$	7.21		to	$	10.69	$	2,000	1.17	%	0.70	%	to		1.50	%	-40.23	%	to		-39.78	%
Oppenheimer Global Securities Fund/VA
2012	1			$	27.14			$	19	-				0.75	%			20.35					%
2011	2			$	22.55			$	47	1.82	%			0.75	%			-8.96			%
2010	3			$	24.77			$	63	1.60	%			0.75	%			15.10					%
2009	3			$	21.52			$	62	1.83	%			0.75	%			38.75					%
2008	3			$	15.51			$	47	1.53	%			0.75	%			-40.64					%

132

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
Oppenheimer Main Street Fund®/VA
2012	24	$	11.17	to	$	13.39	$	288	1.08	%	0.80	%	to	1.25	%	15.39	%	to	15.93	%
2011	26	$	9.68	to	$	11.55	$	267	0.72	%	0.80	%	to	1.25	%	-1.33	%	to	-0.77	%
2010	27	$	9.81	to	$	11.64	$	286	1.05	%	0.80	%	to	1.25	%	14.74	%	to	15.13	%
2009	31	$	8.55	to	$	10.11	$	288	1.84	%	0.80	%	to	1.25	%	26.67	%	to	27.33	%
2008	35	$	6.75	to	$	7.94	$	255	1.74	%	0.80	%	to	1.25	%	-39.24	%	to	-38.97	%
Oppenheimer Main Street Small- & Mid-Cap Fund®/VA
2012	50	$	13.03	to	$	15.40	$	765	0.59	%	0.70	%	to	1.50	%	16.23	%	to	17.18	%
2011	46	$	11.12	to	$	13.15	$	599	0.68	%	0.70	%	to	1.50	%	-3.62	%	to	-2.88	%
2010	65	$	11.45	to	$	13.55	$	871	0.55	%	0.70	%	to	1.50	%	21.54	%	to	22.59	%
2009	53	$	9.34	to	$	11.06	$	586	0.83	%	0.70	%	to	1.50	%	35.19	%	to	36.21	%
2008	47	$	6.86	to	$	8.12	$	382	0.60	%	0.70	%	to	1.50	%	-38.76	%	to	-38.34	%
Oppenheimer Small- & Mid-Cap Growth Fund/VA
2012	13	$	10.41	to	$	13.26	$	145	-		0.80	%	to	1.25	%	15.03	%	to	15.51	%
2011	14	$	9.05	to	$	11.48	$	136	-		0.80	%	to	1.25	%	-0.11	%	to	0.35	%
2010	5	$	9.06	to	$	11.44	$	55	-		0.80	%	to	1.25	%	25.83	%	to	26.41	%
2009	26	$	7.20	to	$	9.05	$	195	-		0.80	%	to	1.25	%	30.91	%	to	31.54	%
2008	5	$	5.50	to	$	6.88	$	37	-		0.80	%	to	1.25	%	-49.68	%	to	-49.49	%
PIMCO Real Return Portfolio - Administrative Class
2012	562	$	13.55	to	$	16.74	$	9,299	1.07	%	0.70	%	to	1.50	%	7.10	%	to	7.97	%
2011	513	$	12.55	to	$	15.51	$	7,882	4.86	%	0.70	%	to	1.50	%	10.07	%	to	10.87	%
2010	508	$	11.32	to	$	14.00	$	7,054	1.41	%	0.70	%	to	1.50	%	6.48	%	to	7.40	%
2009	671	$	10.54	to	$	13.04	$	8,712	3.08	%	0.70	%	to	1.50	%	16.60	%	to	17.50	%
2008	532	$	8.97	to	$	11.10	$	5,888	4.40	%	0.70	%	to	1.50	%	-8.21	%	to	-7.81	%
Pioneer Emerging Markets VCT Portfolio - Class I
2012	172	$	8.54	to	$	8.93	$	1,525	0.63	%	0.70	%	to	1.25	%	10.57	%	to	11.21	%
2011	129	$	7.68	to	$	8.03	$	1,027	0.30	%	0.70	%	to	1.50	%	-24.51	%	to	-23.96	%
2010	414	$	10.10	to	$	10.56	$	4,363	0.33	%	0.70	%	to	1.50	%	14.22	%	to	15.03	%
2009	308	$	8.78	to	$	9.18	$	2,820	1.25	%	0.70	%	to	1.50	%	72.08	%	to	73.52	%
2008	196	$	5.06	to	$	5.30	$	1,033	0.51	%	0.70	%	to	1.50	%	-58.85	%	to	-58.50	%

133

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense RatioB					Total ReturnC
	(000 's)		(lowest to highest)					(000 's)	RatioA		(lowest to highest)					(lowest to highest)
Pioneer High Yield VCT Portfolio - Class I
2012	35	$	14.11	to	$	16.44	$	556	9.87	%	0.70	%	to	1.50	%	14.40	%	to	15.21	%
2011	30	$	12.25	to	$	14.27	$	417	6.31	%	0.70	%	to	1.50	%	-3.16	%	to	-2.31	%
2010	35	$	12.54	to	$	14.63	$	502	5.51	%	0.70	%	to	1.50	%	16.30	%	to	17.23	%
2009	45	$	10.70	to	$	12.48	$	551	6.29	%	0.70	%	to	1.50	%	57.99	%	to	59.46	%
2008	40	$	6.71	to	$	7.84	$	308	7.95	%	0.70	%	to	1.50	%	-36.33	%	to	-35.90	%
Invesco Van Kampen American Franchise Fund - Class I Shares
2012	22	$	9.80	to	$	36.08	$	693	(e)		0.70	%	to	1.25	%			(e)
2011	(e)			(e)				(e)	(e)				(e)					(e)
2010	(e)			(e)				(e)	(e)				(e)					(e)
2009	(e)			(e)				(e)	(e)				(e)					(e)
2008	(e)			(e)				(e)	(e)				(e)					(e)
Wanger International
2012	163	$	10.25	to	$	11.89	$	1,742	1.22	%	0.70	%	to	1.50	%	19.74	%	to	20.71	%
2011	193	$	8.56	to	$	9.85	$	1,705	4.82	%	0.70	%	to	1.50	%	-15.91	%	to	-15.16	%
2010	191	$	10.18	to	$	11.61	$	1,990	2.29	%	0.70	%	to	1.50	%	23.29	%	to	24.04	%
2009	168	$	8.33	to	$	9.36	$	1,413	3.19	%	0.70	%	to	1.25	%	47.96	%	to	48.81	%
2008	72	$	5.63	to	$	6.29	$	406	1.14	%	0.70	%	to	1.25	%	-46.28	%	to	-45.96	%
Wanger Select
2012	163	$	11.43	to	$	16.29	$	2,636	0.44	%	0.70	%	to	1.50	%	16.74	%	to	17.59	%
2011	170	$	9.72	to	$	13.86	$	2,332	2.16	%	0.70	%	to	1.50	%	-18.91	%	to	-18.25	%
2010	208	$	11.89	to	$	16.96	$	3,507	0.54	%	0.70	%	to	1.50	%	24.65	%	to	25.69	%
2009	212	$	9.46	to	$	13.50	$	2,845	-		0.70	%	to	1.50	%	63.80	%	to	65.10	%
2008	212	$	5.73	to	$	8.19	$	1,732	-		0.70	%	to	1.50	%	-49.84	%	to	-49.41	%
Wanger USA
2012	53	$	13.22	to	$	16.95	$	880	0.38	%	0.70	%	to	1.50	%	18.15	%	to	19.11	%
2011	50	$	11.10	to	$	14.23	$	705	-		0.70	%	to	1.50	%	-4.88	%	to	-4.15	%
2010	55	$	11.58	to	$	14.86	$	807	-		0.70	%	to	1.50	%	21.50	%	to	22.54	%
2009	36	$	9.45	to	$	12.13	$	432	-		0.70	%	to	1.50	%	40.12	%	to	41.26	%
2008	27	$	6.69	to	$	8.60	$	231	-		0.70	%	to	1.50	%	-40.59	%	to	-40.11	%
						134

VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements
(a) As investment Division had no investments until 2008, this data is not meaningful and is therefore not presented.
(b) As investment Division had no investments until 2009, this data is not meaningful and is therefore not presented.
(c) As investment Division had no investments until 2010, this data is not meaningful and is therefore not presented.
(d) As investment Division had no investments until 2011, this data is not meaningful and is therefore not presented.
(e) As investment Division had no investments until 2012, this data is not meaningful and is therefore not presented.
A	The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions, divided by the average net assets.
	The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.
B	The Expense Ratio considers only the expenses borne directly by the Account, excluding expenses charged through the redemption of units, and is equal
	to the mortality and expense, administrative, and other charges, as defined in the Charges and Fees note. Certain items in this table are presented as a
	range of minimum and maximum values; however, such information is calculated independently for each column in the table.
C	Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this
	table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.
	135

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Index to Consolidated Financial Statements
	Page
Report of Independent Registered Public Accounting Firm	C-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2012 and 2011	C-3
Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010	C-5
Consolidated Statements of Comprehensive Income for the years ended December 31, 2012, 2011 and 2010	C-6
Consolidated Statements of Changes in Shareholder’s Equity for the years ended December 31, 2012, 2011 and 2010	C-7
Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010	C-8
Notes to Consolidated Financial Statements	C-10

C-1

Report of Independent Registered Public Accounting Firm

The Board of Directors

ING Life Insurance and Annuity Company

We have audited the accompanying consolidated balance sheets of ING Life Insurance and Annuity Company and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive income, changes in shareholder's equity, and cash flows for each of the three years in the period ended December 31, 2012. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ING Life Insurance and Annuity Company and subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company retrospectively changed its method of accounting for costs associated with acquiring or renewing insurance contracts. Additionally, as discussed in Note 1 to the financial statements, the Company has elected to change its method of recognizing actuarial gains and losses related to its pension and post-retirement benefit plans.

	/s/ Ernst & Young LLP
Atlanta, Georgia
March 27, 2013

C-2

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Balance Sheets

December 31, 2012 and 2011

(In millions, except share data)

	As of December 31,
	2012		2011
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $18,458.7 at 2012 and $16,577.9 at 2011)	$	20,690.8	$	18,134.6
Fixed maturities, at fair value using the fair value option	544.7		511.9
Equity securities, available-for-sale, at fair value (cost of $129.3 at 2012 and $131.8 at 2011)	142.8		144.9
Short-term investments	679.8		216.8
Mortgage loans on real estate, net of valuation allowance of $1.3 at 2012 and 2011	2,872.7		2,373.5
Loan - Dutch State obligation	—		417.0
Policy loans	240.9		245.9
Limited partnerships/corporations	179.6		510.6
Derivatives	512.7		446.6
Securities pledged (amortized cost of $207.2 at 2012 and $572.5 at 2011)	219.7		593.7
Total investments	26,083.7		23,595.5
Cash and cash equivalents	363.4		217.1
Short-term investments under securities loan agreement, including collateral delivered	186.1		524.8
Accrued investment income	273.0		260.2
Receivable for securities sold	3.9		16.7
Reinsurance recoverable	2,153.7		2,276.3
Deferred policy acquisition costs, Value of business acquired and Sales inducements to contract owners	695.0		947.2
Notes receivable from affiliate	175.0		175.0
Short-term loan to affiliate	—		648.0
Due from affiliates	99.8		52.9
Property and equipment	81.8		84.7
Other assets	101.1		56.3
Assets held in separate accounts	53,655.3		45,295.2
Total assets	$	83,871.8	$	74,149.9

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-3

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Balance Sheets

December 31, 2012 and 2011)

(In millions, except share data)

	As of December 31,
	2012			2011
Liabilities and Shareholder’s Equity
Future policy benefits and contract owner account balances	$	24,191.2		$	23,062.3
Payable for securities purchased	—			3.3
Payables under securities loan agreement, including collateral held	353.2			634.8
Long-term debt	4.9			4.9
Due to affiliates	95.1			126.0
Derivatives	346.8			360.1
Current income tax payable to Parent	32.1			1.3
Deferred income taxes	507.1			355.2
Other liabilities	424.7			330.5
Liabilities related to separate accounts	53,655.3			45,295.2
Total liabilities	79,610.4			70,173.6
Shareholder’s equity:
Common stock (100,000 shares authorized, 55,000 issued and outstanding; $50 per share value)	2.8			2.8
Additional paid-in capital	4,217.2			4,533.0
Accumulated other comprehensive income	1,023.0			747.5
Retained earnings (deficit)	(981.6		)	(1,307.0		)
Total shareholder’s equity	4,261.4			3,976.3
Total liabilities and shareholder’s equity	$	83,871.8		$	74,149.9

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-4

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Statements of Operations

For the Years Ended December 31, 2012, 2011 and 2010

(In millions)

	Years Ended December 31,
	2012			2011			2010
Revenues:
Net investment income	$	1,348.8		$	1,420.9		$	1,342.3
Fee income	648.8			614.0			583.5
Premiums	36.0			33.9			67.3
Broker-dealer commission revenue	225.5			218.3			220.0
Net realized capital gains (losses):
Total other-than-temporary impairments	(14.1		)	(116.8		)	(199.2		)
Less: Portion of other-than-temporary impairments recognized in Other comprehensive income (loss)	(3.2		)	(9.5		)	(52.1		)
Net other-than-temporary impairments recognized in earnings	(10.9		)	(107.3		)	(147.1		)
Other net realized capital gains (losses)	70.2			(108.5		)	128.3
Total net realized capital gains (losses)	59.3			(215.8		)	(18.8		)
Other revenue	—			14.5			33.3
Total revenues	2,318.4			2,085.8			2,227.6
Benefits and expenses:
Interest credited and other benefits to contract owners	746.7			763.4			769.2
Operating expenses	696.5			692.0			789.8
Broker-dealer commission expense	225.5			218.3			220.0
Net amortization of deferred policy acquisition costs and value of business acquired	131.1			94.2			(41.2		)
Interest expense	2.0			2.6			2.9
Total benefits and expenses	1,801.8			1,770.5			1,740.7
Income (loss) before income taxes	516.6			315.3			486.9
Income tax expense (benefit)	191.2			(5.0		)	109.0
Net income (loss)	$	325.4		$	320.3		$	377.9

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-5

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Consolidated Statements of Comprehensive Income

For the Years Ended December 31, 2012, 2011 and 2010

(In millions)

	Years Ended December 31,
	2012			2011			2010
Net income (loss)	$	325.4		$	320.3		$	377.9
Other comprehensive income (loss), before tax:
Unrealized gains/losses on securities	408.7			483.8			465.6
Other-than-temporary impairments	10.6			21.3			(12.7		)
Pension and other post-employment benefit liability	(2.2		)	7.6			(1.4		)
Other comprehensive income (loss), before tax	417.1			512.7			451.5
Income tax benefit (expense) related to items of other comprehensive income (loss)	(141.6		)	(155.7		)	(77.3		)
Other comprehensive income (loss), after tax	275.5			357.0			374.2
Comprehensive income (loss)	$	600.9		$	677.3		$	752.1

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-6

ING Life Insurance and Annuity Company and Subsidiaries (A wholly owned subsidiary of Lion Connecticut Holdings Inc.) Consolidated Statements of Changes in Shareholder’s Equity For the Years Ended December 31, 2012, 2011 and 2010 (In millions)
	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Deficit)			Total Shareholder's Equity
Balance at January 1, 2010 - Before change in method	$	2.8	$	4,528.2		$	(15.0	)	$	(1,611.9	)	$	2,904.1
Cumulative effect of changes in accounting:
Deferred policy acquisition costs	—		—			13.9			(375.9		)	(362.0		)
Actuarial gains (losses) for pension and post-retirement benefit plans	—		—			17.4			(17.4		)	—
Balance at January 1, 2010 - As reported	2.8		4,528.2			16.3			(2,005.2		)	2,542.1
Comprehensive income (loss):
Net income (loss)	—		—			—			377.9			377.9
Other comprehensive income (loss), after tax	—		—			374.2			—			374.2
Total comprehensive income (loss)												752.1
Dividends paid and return of capital distribution	—		(203.0		)	—			—			(203.0		)
Employee related benefits	—		0.8			—			—			0.8
Balance at December 31, 2010	2.8		4,326.0			390.5			(1,627.3		)	3,092.0
Comprehensive income (loss):
Net income (loss)	—		—			—			320.3			320.3
Other comprehensive income (loss), after tax	—		—			357.0			—			357.0
Total comprehensive income (loss)												677.3
Contribution of capital	—		201.0			—			—			201.0
Employee related benefits	—		6.0			—			—			6.0
Balance at December 31, 2011	2.8		4,533.0			747.5			(1,307.0		)	3,976.3
Comprehensive income (loss):
Net income (loss)	—		—			—			325.4			325.4
Other comprehensive income (loss), after tax	—		—			275.5			—			275.5
Total comprehensive income (loss)												600.9
Dividends paid and distribution of capital	—		(340.0		)	—			—			(340.0		)
Employee related benefits	—		24.2			—			—			24.2
Balance at December 31, 2012	$	2.8	$	4,217.2		$	1,023.0		$	(981.6	)	$	4,261.4

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-7

ING Life Insurance and Annuity Company and Subsidiaries (A wholly owned subsidiary of Lion Connecticut Holdings Inc.) Consolidated Statements of Cash Flows For the Years Ended December 31, 2012, 2011 and 2010 (In millions)
	Years Ended December 31,
	2012			2011			2010
Cash Flows from Operating Activities:
Net income (loss)	$	325.4		$	320.3		$	377.9
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Capitalization of deferred policy acquisition costs, value of business acquired and sales inducements	(88.1		)	(88.9		)	(93.9		)
Net amortization of deferred policy acquisition costs, value of business acquired and sales inducements	133.1			97.7			(37.3		)
Net accretion/amortization of discount/premium	20.7			37.0			44.3
Future policy benefits, claims reserves and interest credited	569.9			639.0			608.8
Deferred income tax expense (benefit)	9.5			(65.3		)	33.6
Net realized capital (gains) losses	(59.3		)	215.8			18.8
Depreciation	3.5			3.5			3.4
Change in:
Accrued investment income	(12.8		)	(19.7		)	(23.3		)
Reinsurance recoverable	122.6			79.6			74.0
Other receivables and asset accruals	(44.8		)	(3.5		)	(86.0		)
Due to/from affiliates	(77.8		)	54.3			17.2
Other payables and accruals	125.0			(91.9		)	85.5
Other, net	60.9			(64.8		)	(36.1		)
Net cash provided by operating activities	1,087.8			1,113.1			986.9
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, disposal or redemption of:
Fixed maturities	3,868.7			6,468.5			6,340.3
Equity securities, available-for-sale	2.4			63.1			12.9
Mortgage loans on real estate	492.2			332.8			179.2
Limited partnerships/corporations	339.4			93.0			87.2
Acquisition of:
Fixed maturities	(5,484.7		)	(7,662.0		)	(7,383.5		)
Equity securities, available-for-sale	(0.7		)	(5.7		)	(16.7		)
Mortgage loans on real estate	(991.3		)	(863.1		)	(147.2		)
Limited partnerships/corporations	(46.1		)	(68.5		)	(85.5		)
Derivatives, net	(36.4		)	(78.6		)	(147.3		)
Policy loans, net	5.0			7.1			1.7
Short-term investments, net	(463.0		)	5.3			313.1
Loan-Dutch State obligation, net	416.8			122.4			134.7
Collateral received	57.1			105.3			4.7
Purchases of fixed assets, net	(0.6		)	(0.8		)	—
Net cash used in investing activities	(1,841.2		)	(1,481.2		)	(706.4		)

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-8

ING Life Insurance and Annuity Company and Subsidiaries (A wholly owned subsidiary of Lion Connecticut Holdings Inc.) Consolidated Statements of Cash Flows For the Years Ended December 31, 2012, 2011 and 2010 (In millions)
Cash Flows from Financing Activities:
Deposits received for investment contracts	$	2,884.3		$	3,115.4		$	2,022.2
Maturities and withdrawals from investment contracts	(2,292.6		)	(2,403.6		)	(2,309.7		)
Short-term loans to affiliates, net	648.0			(343.9		)	(16.9		)
Short-term repayments of repurchase agreements, net	—			(214.7		)	214.6
Dividends paid and return of capital distribution	(340.0		)	—			(203.0		)
Capital contribution from parent	—			201.0			—
Net cash provided by (used in) financing activities	899.7			354.2			(292.8		)
Net increase (decrease) in cash and cash equivalents	146.3			(13.9		)	(12.3		)
Cash and cash equivalents, beginning of year	217.1			231.0			243.3
Cash and cash equivalents, end of year	$	363.4		$	217.1		$	231.0
Supplemental cash flow information:
Income taxes paid	$	170.1		$	108.4		$	0.6
Interest paid	—			0.3			—

The accompanying notes are an integral part of these Consolidated Financial Statements.
	C-9

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

1.    Business, Basis of Presentation and Significant Accounting Policies

Business

ING Life Insurance and Annuity Company ("ILIAC") is a stock life insurance company domiciled in the state of Connecticut. ILIAC and its wholly owned subsidiaries (collectively, the "Company") are providers of financial products and services in the United States.  ILIAC is authorized to conduct its insurance business in all states and in the District of Columbia.

ILIAC is a direct, wholly owned subsidiary of Lion Connecticut Holdings Inc. ("Lion" or "Parent"), which is a direct, wholly owned subsidiary of ING U.S., Inc. ING U.S., Inc. is a wholly owned subsidiary of ING Insurance International B.V., which is a wholly owned subsidiary of ING Verzekeringen N.V. ("ING Insurance"), which is a wholly owned subsidiary of ING Insurance Topholding N.V., which is a wholly owned subsidiary of ING Groep N.V. ("ING Group" or "ING"), the ultimate parent company. ING is a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol "ING."

ING has announced the anticipated separation of its global banking and insurance businesses. While all options for effecting this separation remain open, ING has announced that the base case for this separation includes an initial public offering ("IPO") of ING U.S., Inc., which together with its subsidiaries, constitutes ING's U.S.-based retirement, investment management, and insurance operations. ING U.S., Inc. filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission ("SEC") on November 9, 2012, which was amended on January 23, 2013 and March 19, 2013, in connection with the proposed IPO of its common stock.

The Company offers qualified and nonqualified annuity contracts that include a variety of funding and payout options for individuals and employer-sponsored retirement plans qualified under Internal Revenue Code Sections 401, 403, 408, 457 and 501, as well as nonqualified deferred compensation plans and related services. The Company's products are offered primarily to individuals, pension plans, small businesses and employer-sponsored groups in the health care, government and education markets (collectively "not-for-profit" organizations) and corporate markets. The Company's products are generally distributed through pension professionals, independent agents and brokers, third party administrators, banks, dedicated career agents and financial planners.

Products offered by the Company include deferred and immediate (i.e., payout) annuity contracts.  Company products also include programs offered to qualified plans and nonqualified deferred compensation plans that package administrative and record-keeping services along with a variety of investment options, including affiliated and nonaffiliated mutual funds and variable and fixed investment options. In addition, the Company offers wrapper agreements entered into with retirement plans, which contain certain benefit responsive guarantees (i.e., guarantees of principal and previously accrued interest for benefits paid under the terms of the plan) with respect to portfolios of plan-owned assets not invested with the Company. The Company also offers pension and retirement savings plan administrative services.

The Company has one operating segment.

Basis of Presentation

The accompanying Consolidated Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The Consolidated Financial Statements include the accounts of ILIAC and its wholly owned subsidiaries, ING Financial Advisers, LLC ("IFA") and Directed Services LLC ("DSL"). Intercompany transactions and balances between ILIAC and its subsidiaries have been eliminated.

Certain reclassifications have been made to prior year financial information to conform to the current year classifications, including the presentation of changes in fair value of embedded derivatives within annuity products and the presentation of market value adjustment items in order to align with the presentation of the Consolidated Financial Statements of ING U.S., Inc. For the years ended December 31, 2011 and 2010, respectively, reclassifications decreased Fee income by $(1.1) and $(6.3), (decreased) increased Other net realized capital gains (losses) by $(216.1) and $9.3, decreased Other revenue by $(6.0)and $(1.4), and (decreased)

C-10

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

increased Interest credited and other benefits to contract owners by $(223.2) and $1.6, in the Statements of Operations. Such reclassifications had no impact on Shareholder's equity or Net income (loss).

Accounting Changes

Employee Benefit Plans

As of January 1, 2012, the Company voluntarily changed its method of recognizing actuarial gains and losses related to its pension and post-retirement benefit plans. Previously, actuarial gains and losses were recognized in Accumulated other comprehensive income and, to the extent outside a corridor, amortized into operating results over the average remaining service period of active plan participants or the average remaining life expectancy of inactive plan participants, as applicable. The Company has elected to immediately recognize actuarial gains and losses in the Consolidated Statements of Operations in the year in which the gains and losses occur. The new accounting method is preferable, as it eliminates the delay in recognition of actuarial gains and losses. These gains and losses are generally only measured annually as of December 31 and, accordingly, will generally be recorded during the fourth quarter.

The Company's change in accounting methodology has been applied retrospectively. The cumulative effect of this change as of January 1, 2010, is a decrease to Retained earnings, with a corresponding increase to Accumulated other comprehensive income, of $17.4, net of tax. In addition, the impact of this change on the Company's Net income was an increase (decrease) of $1.0, $(7.2) and $(3.8) for the years ended December 31, 2012, 2011 and 2010, respectively. The impact of this change as of December 31, 2012 and 2011, respectively, is an additional decrease to Retained earnings, with a corresponding increase to Accumulated other comprehensive income, of $27.4 and $28.4, net of tax.

Deferred Policy Acquisition Costs

In October 2010, the FASB issued ASU 2010-26, “Financial Services - Insurance (ASC Topic 944): Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” (“ASU 2010-26”), which clarifies what costs relating to the acquisition of new or renewal insurance contracts qualify for deferral. Costs that should be capitalized include (1) incremental direct costs of successful contract acquisition and (2) certain costs related directly to successful acquisition activities (underwriting, policy issuance and processing, medical and inspection, and sales force contract selling) performed by the insurer for the contract. Advertising costs should be included in deferred acquisition costs only if the capitalization criteria in the U.S. GAAP direct-response advertising guidance are met. All other acquisition-related costs should be charged to expense as incurred.

The provisions of ASU 2010-26 were adopted retrospectively by the Company on January 1, 2012. As a result of implementing ASU 2010-26, the Company recognized a cumulative effect of change in accounting principle of $375.9, net of income taxes of $202.4, as a reduction to January 1, 2010 Retained earnings (deficit). In addition, the Company recognized a $13.9 increase to Accumulated other comprehensive income ("AOCI").

Significant Accounting Policies

Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Those estimates are inherently subject to change and actual results could differ from those estimates.

The Company has identified the following accounts and policies as the most significant in that they involve a higher degree of judgment, are subject to a significant degree of variability and/or contain significant accounting estimates:

Reserves for future policy benefits, valuation and amortization of deferred policy acquisition costs ("DAC") and value of business acquired ("VOBA"), valuation of investments and derivatives, impairments, income taxes and contingencies.

C-11

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Fair Value Measurement

The Company measures the fair value of its financial assets and liabilities based on assumptions used by market participants in pricing the asset or liability, which may include inherent risk, restrictions on the sale or use of an asset, or nonperformance risk, which is the risk that the Company will not fulfill its obligation. The estimate of an exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability ("exit price") in the principal market, or the most advantageous market in the absence of a principal market, for that asset or liability. The Company utilizes a number of valuation sources to determine the fair values of its financial assets and liabilities, including quoted market prices, third-party commercial pricing services, third-party brokers, industry-standard, vendor-provided software that models the value based on market observable inputs, and other internal modeling techniques based on projected cash flows.

Investments

The accounting policies for the Company's principal investments are as follows:

Fixed Maturities and Equity Securities: The Company's fixed maturities and equity securities are currently designated as available-for-sale, except those accounted for using the fair value option ("FVO"). Available-for-sale securities are reported at fair value and unrealized capital gains (losses) on these securities are recorded directly in Accumulated other comprehensive income (loss) ("AOCI") and presented net of related changes in DAC, VOBA and deferred income taxes. In addition, certain fixed maturities have embedded derivatives, which are reported with the host contract on the Consolidated Balance Sheets.

The Company has elected the FVO for certain of its fixed maturities to better match the measurement of assets and liabilities in the Consolidated Statements of Operations. Certain collateralized mortgage obligations ("CMOs"), primarily interest-only and principal-only strips, are accounted for as hybrid instruments and valued at fair value with changes in the fair value recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations.

Purchases and sales of fixed maturities and equity securities, excluding private placements, are recorded on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the closing date. Investment gains and losses on sales of securities are generally determined on a first-in-first-out ("FIFO") basis.

Interest income on fixed maturities is recorded when earned using an effective yield method, giving effect to amortization of premiums and accretion of discounts. Dividends on equity securities are recorded when declared. Such dividends and interest income are recorded in Net investment income in the Consolidated Statements of Operations.

Included within fixed maturities are loan-backed securities, including residential mortgage-backed securities ("RMBS"), commercial mortgage-backed securities ("CMBS") and asset-backed securities ("ABS"). Amortization of the premium or discount from the purchase of these securities considers the estimated timing and amount of prepayments of the underlying loans. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. Prepayment assumptions for single class and multi-class mortgage-backed securities ("MBS") and ABS are estimated by management using inputs obtained from third-party specialists, including broker-dealers and based on management's knowledge of the current market. For prepayment-sensitive securities such as interest-only, principal-only strips, inverse floaters and credit-sensitive MBS and ABS securities, which represent beneficial interests in securitized financial assets that are not of high credit quality or that have been credit impaired, the effective yield is recalculated on a prospective basis. For all other MBS and ABS, the effective yield is recalculated on a retrospective basis.

Short-term Investments: Short-term investments include investments with remaining maturities of one year or less, but greater than three months, at the time of purchase. These investments are stated at fair value.

Assets Held in Separate Accounts: Assets held in separate accounts are reported at the fair values of the underlying investments in the separate accounts. The underlying investments include mutual funds, short-term investments, cash and fixed maturities.

Mortgage Loans on Real Estate: The Company's mortgage loans on real estate are all commercial mortgage loans, which are reported at amortized cost, less impairment write-downs and allowance for losses. If a mortgage loan is determined to be impaired

C-12

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

(i.e., when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to the lower of either the present value of expected cash flows from the loan discounted at the loan's original purchase yield or fair value of the collateral. For those mortgages that are determined to require foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell at the point of foreclosure. The carrying value of the impaired loans is reduced by establishing a permanent write-down recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations. Property obtained from foreclosed mortgage loans is recorded in Other investments on the Consolidated Balance Sheets.

Mortgage loans are evaluated by the Company's investment professionals, including an appraisal of loan-specific credit quality, property characteristics, and market trends. Loan performance is continuously monitored on a loan-specific basis throughout the year. The Company's review includes submitted appraisals, operating statements, rent revenues, and annual inspection reports, among other items. This review evaluates whether the properties are performing at a consistent and acceptable level to secure the debt.

Mortgages are rated for the purpose of quantifying the level of risk. Those loans with higher risk are placed on a watch list and are closely monitored for collateral deficiency or other credit events that may lead to a potential loss of principal or interest. The Company defines delinquent mortgage loans consistent with industry practice as 60 days past due.

The Company's policy is to recognize interest income until a loan becomes 90 days delinquent or foreclosure proceedings are commenced, at which point interest accrual is discontinued. Interest accrual is not resumed until the loan is brought current.

The Company records an allowance for probable losses incurred on non-impaired loans on an aggregate basis, rather than specifically identified probable losses incurred by individual loan.

Loan - Dutch State Obligation: The reported value of the State of The Netherlands (the "Dutch State") loan obligation was based on the outstanding loan balance, plus any unamortized premium. This loan obligation was sold to a related party in November 2012.

Policy Loans: Policy loans are carried at an amount equal to the unpaid balance. Interest income on such loans is recorded as earned in Net investment income using the contractually agreed upon interest rate. Generally, interest is capitalized on the policy's anniversary date. Valuation allowances are not established for policy loans, as these loans are collateralized by the cash surrender value of the associated insurance contracts. Any unpaid principal or interest on the loan is deducted from the account value or the death benefit prior to settlement of the policy.

Limited Partnerships/Corporations: The Company uses the equity method of accounting for investments in limited partnership interests that are not consolidated, which consists primarily of private equities and hedge funds. Generally, the Company records its share of earnings using a lag methodology, relying upon the most recent financial information available, generally not to exceed three months. The Company's earnings from limited partnership interests accounted for under the equity method are recorded in Net investment income.

Securities Lending: The Company engages in securities lending whereby certain domestic securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned securities. For portions of the program, the lending agent retains 5% of the collateral deposited by the borrower and transfers the remaining 95% to the Company. For other portions of the program, the lending agent retains the cash collateral. Collateral retained by the agent is invested in liquid assets on behalf of the Company. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates.

Other-than-temporary Impairments

The Company periodically evaluates its available-for-sale investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Factors considered in this analysis include, but are not limited to, the length of time and the extent to which the fair value has been less than amortized cost, the issuer's financial condition and near-term prospects, future economic conditions and market forecasts, interest rate changes and changes in ratings of the security. An extended and severe unrealized loss position on a fixed maturity may not have any impact on: (a) the ability of the issuer to service all scheduled interest and principal payments and (b) the evaluation of recoverability of all contractual cash flows or the ability

C-13

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

to recover an amount at least equal to its amortized cost based on the present value of the expected future cash flows to be collected. In contrast, for certain equity securities, the Company gives greater weight and consideration to a decline in market value and the likelihood such market value decline will recover.

When assessing the Company's intent to sell a security or if it is more likely than not it will be required to sell a security before recovery of its amortized cost basis, management evaluates facts and circumstances such as, but not limited to, decisions to rebalance the investment portfolio and sales of investments to meet cash flow or capital needs.

When the Company has determined it has the intent to sell or if it is more likely than not that the Company will be required to sell a security before recovery of its amortized cost basis and the fair value has declined below amortized cost ("intent impairment"), the individual security is written down from amortized cost to fair value and a corresponding charge is recorded in Net realized capital gains (losses) in the Consolidated Statements of Operations as an other-than-temporary impairment ("OTTI"). If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, but the Company has determined that there has been an other-than-temporary decline in fair value below the amortized cost basis, the OTTI is bifurcated into the amount representing the present value of the decrease in cash flows expected to be collected ("credit impairment") and the amount related to other factors ("noncredit impairment"). The credit impairment is recorded in Net realized capital gains (losses) in the Consolidated Statements of Operations. The noncredit impairment is recorded in Other comprehensive income (loss) on the Consolidated Balance Sheets.

The Company uses the following methodology and significant inputs to determine the amount of the OTTI credit loss:

▪ The Company performs a discounted cash flow analysis comparing the current amortized cost of a security to the present value of future cash flows expected to be received including estimated defaults and prepayments. The discount rate is generally the effective interest rate of the fixed maturity prior to impairment.

▪ When determining collectability and the period over which the value is expected to recover, the Company applies the same considerations utilized in its overall impairment evaluation process, which incorporates information regarding the specific security, the industry and geographic area in which the issuer operates and overall macroeconomic conditions. Projected future cash flows are estimated using assumptions derived from the Company's best estimates of likely scenario-based outcomes, after giving consideration to a variety of variables that includes, but is not limited to: general payment terms of the security; the likelihood that the issuer can service the scheduled interest and principal payments; the quality and amount of any credit enhancements; the security's position within the capital structure of the issuer; possible corporate restructurings or asset sales by the issuer; and changes to the rating of the security or the issuer by rating agencies.

▪ Additional considerations are made when assessing the unique features that apply to certain structured securities such as subprime, Alt-A, non-agency RMBS, CMBS and ABS. These additional factors for structured securities include, but are not limited to: the quality of underlying collateral; expected prepayment speeds; loan-to-value ratios; debt service coverage ratios; current and forecasted loss severity; and the payment priority within the tranche structure of the security.

▪ When determining the amount of the credit loss for U.S. and foreign corporate securities, foreign government securities and state and political subdivision securities, the Company considers the estimated fair value as the recovery value when available information does not indicate that another value is more appropriate. When information is identified that indicates a recovery value other than estimated fair value, the Company considers in the determination of recovery value the same considerations utilized in its overall impairment evaluation process, which incorporates available information and the Company's best estimate of scenarios-based outcomes regarding the specific security and issuer; possible corporate restructurings or asset sales by the issuer; the quality and amount of any credit enhancements; the security's position within the capital structure of the issuer; fundamentals of the industry and geographic area in which the security issuer operates and the overall macroeconomic conditions.

In periods subsequent to the recognition of the credit related impairment components of OTTI on a fixed maturity, the Company accounts for the impaired security as if it had been purchased on the measurement date of the impairment. Accordingly, the discount (or reduced premium) based on the new cost basis is accreted into net investment income over the remaining term of the fixed maturity in a prospective manner based on the amount and timing of estimated future cash flows.

C-14

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Derivatives

The Company's use of derivatives is limited mainly to economic hedging to reduce the Company's exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, exchange rate risk and market risk. It is the Company's policy not to offset amounts recognized for derivative instruments and amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral arising from derivative instruments executed with the same counterparty under a master netting arrangement.

The Company enters into interest rate, equity market, credit default and currency contracts, including swaps, futures, forwards, caps, floors and options, to reduce and manage various risks associated with changes in value, yield, price, cash flow, or exchange rates of assets or liabilities held or intended to be held, or to assume or reduce credit exposure associated with a referenced asset, index, or pool. The Company also utilizes options and futures on equity indices to reduce and manage risks associated with its annuity products. Open derivative contracts are reported as Derivatives assets or liabilities on the Consolidated Balance Sheets at fair value. Changes in the fair value of derivatives are recorded in Net realized capital gains (losses) in the Consolidated Statements of Operations.

To qualify for hedge accounting, at the inception of the hedging relationship, the Company formally documents its risk management objective and strategy for undertaking the hedging transaction, as well as its designation of the hedge as either (a) a hedge of the exposure to changes in the estimated fair value of a recognized asset or liability or an identified portion thereof that is attributable to a particular risk ("fair value hedge") or (b) a hedge of a forecasted transaction or of the variability of cash flows that is attributable to interest rate risk to be received or paid related to a recognized asset or liability ("cash flow hedge"). In this documentation, the Company sets forth how the hedging instrument is expected to hedge the designated risks related to the hedged item and sets forth the method that will be used to retrospectively and prospectively assess the hedging instrument's effectiveness and the method that will be used to measure ineffectiveness. A derivative designated as a hedging instrument must be assessed as being highly effective in offsetting the designated risk of the hedged item. Hedge effectiveness is formally assessed at inception and periodically throughout the life of the designated hedging relationship.

▪ Fair Value Hedge:  For derivative instruments that are designated and qualify as a fair value hedge, the gain or loss on the derivative instrument, as well as the hedged item, to the extent of the risk being hedged, are recognized in Other net realized capital gains (losses).

▪ Cash Flow Hedge: For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of AOCI and reclassified into earnings in the same periods during which the hedged transaction impacts earnings in the same line item associated with the forecasted transaction.  The ineffective portion of the derivative's change in value, if any, along with any of the derivative's change in value that is excluded from the assessment of hedge effectiveness, are recorded in Other net realized capital gains (losses). 

When hedge accounting is discontinued because it is determined that the derivative is no longer expected to be highly effective in offsetting changes in the estimated fair value or cash flows of a hedged item, the derivative continues to be carried on the Consolidated Balance Sheets at its estimated fair value, with subsequent changes in estimated fair value recognized immediately in Other net realized capital gains (losses). The carrying value of the hedged asset or liability under a fair value hedge is no longer adjusted for changes in its estimated fair value due to the hedged risk and the cumulative adjustment to its carrying value is amortized into income over the remaining life of the hedged item. Provided the hedged forecasted transaction is still probable of occurrence, the changes in estimated fair value of derivatives recorded in Other comprehensive income (loss) related to discontinued cash flow hedges are released into the Consolidated Statements of Operations when the Company's earnings are affected by the variability in cash flows of the hedged item.

When hedge accounting is discontinued because it is no longer probable that the forecasted transactions will occur on the anticipated date or within two months of that date, the derivative continues to be carried on the Consolidated Balance Sheets at its estimated fair value, with changes in estimated fair value recognized currently in Other net realized capital gains (losses). Derivative gains and losses recorded in Other comprehensive income (loss) pursuant to the discontinued cash flow hedge of a forecasted transaction that is no longer probable are recognized immediately in Other net realized capital gains (losses).

C-15

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

If the Company's current debt and claims paying ratings were downgraded in the future, the terms in the Company's derivative agreements may be triggered, which could negatively impact overall liquidity. For the majority of the Company's counterparties, there is a termination event should the Company's long-term debt ratings drop below BBB+/Baal.

The Company also has investments in certain fixed maturities and has issued certain annuity products that contain embedded derivatives whose fair value is at least partially determined by levels of or changes in domestic and/or foreign interest rates (short-term or long-term), exchange rates, prepayment rates, equity markets, or credit ratings/spreads. Embedded derivatives within fixed maturities are included with the host contract on the Consolidated Balance Sheets and changes in fair value of the embedded derivatives are recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations. Embedded derivatives within certain annuity products are included in Future policy benefits and contract owner account balances on the Consolidated Balance Sheets and changes in the fair value of the embedded derivatives are recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, amounts due from banks and other highly liquid investments, such as money market instruments and debt instruments with maturities of three months or less at the time of purchase. Cash and cash equivalents are stated at fair value.

Property and Equipment

Property and equipment are carried at cost, less accumulated depreciation and included in Other assets on the Consolidated Balance Sheets. Expenditures for replacements and major improvements are capitalized; maintenance and repair expenditures are expensed as incurred. Depreciation on property and equipment is provided on a straight-line basis over the estimated useful lives of the assets with the exception of land and artwork, which are not depreciated.

The Company's property and equipment are depreciated using the following estimated useful lives.

	Estimated Useful Lives
Buildings	40 years
Furniture and fixtures	5 years
Leasehold improvements	10 years, or the life of the lease, whichever is shorter
Equipment	3 years

Deferred Policy Acquisition Costs and Value of Business Acquired

DAC represents policy acquisition costs that have been capitalized and are subject to amortization and interest. Capitalized costs are incremental, direct costs of contract acquisition, as well as certain costs related directly to successful acquisition activities. Such costs consist principally of certain commissions, underwriting, sales and contract issuance and processing expenses directly related to the successful acquisition of new and renewal business. Indirect or unsuccessful acquisition costs, maintenance, product development and overhead expenses are charged to expense as incurred. VOBA represents the outstanding value of in force business acquired and is subject to amortization and interest. The value is based on the present value of estimated net cash flows embedded in the insurance contracts at the time of the acquisition and increased for subsequent deferrable expenses on purchased policies.

Amortization Methodologies

Generally, the Company amortizes DAC and VOBA related to fixed and variable deferred annuity contracts over the estimated lives of the contracts in relation to the emergence of estimated gross profits. Assumptions as to mortality, persistency, interest crediting rates, returns associated with separate account performance, impact of hedge performance, expenses to administer the business and certain economic variables, such as inflation, are based on the Company's experience and overall capital markets. At each valuation date, estimated gross profits are updated with actual gross profits and the assumptions underlying future estimated gross profits are evaluated for continued reasonableness. Adjustments to estimated gross profits require that amortization rates be revised retroactively to the date of the contract issuance ("unlocking").

C-16

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company also reviews the estimated gross profits for each block of business to determine the recoverability of DAC and VOBA balances each period. DAC and VOBA are deemed to be recoverable if the estimated gross profits exceed these DAC and VOBA balances and the present value of future deferrable acquisition costs.

Assumptions

Changes in assumptions can have a significant impact on DAC and VOBA balances and amortization rates.

Several assumptions are considered significant in the estimation of future gross profits associated with the Company's variable products. One significant assumption is the assumed return associated with the variable account performance. To reflect the volatility in the equity markets, this assumption involves a combination of near-term expectations and long-term assumptions regarding market performance. The overall return on the variable account is dependent on multiple factors, including the relative mix of the underlying sub-accounts among bond funds and equity funds, as well as equity sector weightings. The Company practice assumes that intermediate-term appreciation in equity markets reverts to the long-term appreciation in equity markets ("reversion to the mean"). The Company monitors market events and only changes the assumption when sustained deviations are expected. This methodology incorporates a 9% long-term equity return assumption, a 14% cap and a five-year lookforward period. The reversion to the mean methodology was implemented prospectively on January 1, 2011.

Prior to January 1, 2011, the Company utilized a static long-term equity return assumption for projecting account balance growth in all future years. This return assumption was reviewed annually or more frequently, if deemed necessary. Actual returns that were higher than long-term expectations produced higher contract owner account balances, which increased future fee expectations resulting in higher expected gross profits. The opposite result occurred when returns were lower than long-term expectations.

Other significant assumptions include estimated policyholder behavior assumptions, such as surrender, lapse and annuitization rates. Estimated gross profits of variable annuity contracts are sensitive to these assumptions.

Contract owners may periodically exchange one contract for another, or make modifications to an existing contract. These transactions are identified as internal replacements. Internal replacements that are determined to result in substantially unchanged contracts are accounted for as continuations of the replaced contracts. Any costs associated with the issuance of the new contracts are considered maintenance costs and expensed as incurred. Unamortized DAC and VOBA related to the replaced contracts continue to be deferred and amortized in connection with the new contracts. Internal replacements that are determined to result in contracts that are substantially changed are accounted for as extinguishments of the replaced contracts and any unamortized DAC and VOBA related to the replaced contracts are written off to Net amortization of deferred policy acquisition costs and value of business acquired in the Consolidated Statements of Operations.

Future Policy Benefits and Contract Owner Accounts

Future Policy Benefits

The Company establishes and carries actuarially-determined reserves that are calculated to meet its future obligations. The principal assumptions used to establish liabilities for future policy benefits are based upon Company experience and periodically reviewed against industry standards. These assumptions include mortality, morbidity, policy lapse, contract renewal, payment of subsequent premiums or deposits by the contract owner, retirement, investment returns, benefit utilization, inflation and expenses. Changes in, or deviations from, the assumptions used can significantly affect the Company's reserve levels and related results of operations.

Reserves for payout contracts with life contingencies are equal to the present value of expected future payments. Assumptions as to interest rates, mortality, and expenses are based upon the Company's experience at the period the policy is sold or acquired, including a provision for adverse deviation. Such assumptions generally vary by annuity plan type, year of issue, and policy duration. Interest rates used to calculate the present value of future benefits ranged from 3.0% to 8.0%.

Although assumptions are "locked-in" upon the issuance of payout contracts with life contingencies, significant changes in experience or assumptions may require the Company to provide for expected future losses on a product by establishing premium deficiency reserves. Premium deficiency reserves are determined based on best estimate assumptions that exist at the time the premium deficiency reserve is established and do not include a provision for adverse deviation.

C-17

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Contract Owner Account Balances

Contract owner account balances relate to investment-type contracts.

Account balances for fixed annuities and payout contracts without life contingencies are equal to cumulative deposits, less charges and withdrawals, plus credited interest thereon. Credited interest rates vary by product and ranged up to 6.5% for the years 2012, 2011 and 2010. Account balances for group immediate annuities without life contingent payouts are equal to the discounted value of the payment at the implied break-even rate.

Guarantees

The Company records reserves for product guarantees, which can be either assets or liabilities, for contracts containing guaranteed credited rates. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is reported at fair value.

Reserves for guaranteed minimum death benefits ("GMDB") on certain variable annuities are determined by estimating the value of expected benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. Expected experience is based on a range of scenarios. Assumptions used, such as the long-term equity market return, lapse rate and mortality, are consistent with assumptions used in estimating gross profits for purposes of amortizing DAC. The assumptions of investment performance and volatility are consistent with the historical experience of the appropriate underlying equity index, such as the Standard & Poor's ("S&P") 500 Index. The Company periodically evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.

Products with guaranteed credited rates treat the guarantee as an embedded derivative for Stabilizer products and a stand-alone derivative for Managed custody guarantee ("MCG") products. These derivatives are measured at estimated fair value and recorded in Future policy benefits and contract owner account balances on the Consolidated Balance Sheets. Changes in estimated fair value along with attributed fees collected are reported in Other net realized capital gains (losses) in the Consolidated Statements of Operations.

The estimated fair value of the Stabilizer and MCG contracts is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract the Company projects a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are projected under multiple capital market scenarios using observable risk-free rates and other best estimate assumptions.

The Stabilizer embedded derivative liabilities and the stand-alone derivative for MCG include a risk margin to capture uncertainties related to policyholder behavior assumptions. The margin represents additional compensation a market participant would require to assume these risks.

The Company incorporates nonperformance risk in the calculation of the fair value of these guarantees.

Separate Accounts

Separate account assets and liabilities generally represent funds maintained to meet specific investment objectives of contract owners or participants who bear the investment risk, subject, in limited cases, to minimum guaranteed rates. Investment income and investment gains and losses generally accrue directly to such contract owners. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company or its affiliates.

Separate account assets supporting variable options under variable annuity contracts are invested, as designated by the contract owner or participant under a contract, in shares of mutual funds that are managed by the Company or its affiliates, or in other selected mutual funds not managed by the Company or its affiliates.

C-18

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company reports separately, as assets and liabilities, investments held in the separate accounts and liabilities of separate accounts if:

▪ Such separate accounts are legally recognized;

▪ Assets supporting the contract liabilities are legally insulated from the Company's general account liabilities;

▪ Investments are directed by the contract owner or participant; and

▪ All investment performance, net of contract fees and assessments, is passed through to the contract owner.

The Company reports separate account assets that meet the above criteria at fair value on the Consolidated Balance Sheets based on the fair value of the underlying investments. Separate account liabilities equal separate account assets. Investment income and net realized and unrealized capital gains (losses) of the separate accounts, however, are not reflected in the Consolidated Statements of Operations. The Consolidated Statements of Cash Flows do not reflect investment activity of the separate accounts.

Long-term Debt

Short-term and long-term debt are carried at an amount equal to the unpaid principal balance, net of any remaining unamortized discount or premium attributable to issuance. Direct and incremental costs to issue the debt are recorded in Other assets on the Consolidated Balance Sheets and are recognized as a component of Interest expense in the Consolidated Statements of Operations over the life of the debt, using the effective interest method of amortization.

Repurchase Agreements

The Company engages in dollar repurchase agreements with MBS ("dollar rolls") and repurchase agreements with other collateral types to increase its return on investments and improve liquidity. Such arrangements meet the requirements to be accounted for as financing arrangements.

The Company enters into dollar roll transactions by selling existing MBS and concurrently entering into an agreement to repurchase similar securities within a short time frame at a lower price. Under repurchase agreements, the Company borrows cash from a counterparty at an agreed upon interest rate for an agreed upon time frame and pledges collateral in the form of securities. At the end of the agreement, the counterparty returns the collateral to the Company and the Company, in turn, repays the loan amount along with the additional agreed upon interest.

Company policy requires that at all times during the term of the dollar roll and repurchase agreements that cash or other collateral types obtained is sufficient to allow the Company to fund substantially all of the cost of purchasing replacement assets. Cash received is invested in Short-term investments, with the offsetting obligation to repay the loan included as an Other liability on the Consolidated Balance Sheets. The carrying value of the securities pledged in dollar rolls and repurchase agreement transactions and the related repurchase obligation are included in Securities pledged and Short-term debt, respectively, on the Consolidated Balance Sheets.

The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract.  The Company's exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments.  The Company believes the counterparties to the dollar rolls and repurchase agreements are financially responsible and that the counterparty risk is minimal.

Recognition of Insurance Revenue and Related Benefits

Premiums related to payouts contracts with life contingencies are recognized in Premiums in the Consolidated Statements of Operations when due from the contract owners. When premiums are due over a significantly shorter period than the period over which benefits are provided, any gross premium in excess of the net premium (i.e., the portion of the gross premium required to provide for all expected future benefits and expenses) is deferred and recognized into revenue in a constant relationship to insurance in force. Benefits are recorded in Interest credited and other benefits to contract owners in the Consolidated Statements of Operations when incurred.

C-19

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Revenues from investment-type and payout contracts without life contingencies, and FIA consist primarily of fees assessed against the contract owner account balance for mortality and policy administration and are reported in Fee income. In addition, the Company earns investment income from the investment of contract deposits in the Company's general account portfolio which is reported in Net investment income in the Consolidated Statements of Operations. Fees assessed that represent compensation to the Company for services to be provided in future periods and certain other fees are deferred and amortized into revenue over the expected life of the related contracts in proportion to estimated gross profits, in a manner consistent with DAC for these contracts. Benefits and expenses for these products include claims in excess of related account balances, expenses of contract administration and interest credited to contract owner account balances.

Income Taxes

The Company uses certain assumptions and estimates in determining the income taxes payable or refundable to/from the Parent for the current year, the deferred income tax liabilities and assets for items recognized differently in its financial statements from amounts shown on its income tax returns and the federal income tax expense. Determining these amounts requires analysis and interpretation of current tax laws and regulations, including the loss limitation rules associated with change in control. Management exercises considerable judgment in evaluating the amount and timing of recognition of the resulting income tax liabilities and assets. These judgments and estimates are reevaluated on a continual basis as regulatory and business factors change.

The Company's deferred tax assets and liabilities resulting from temporary differences between financial reporting and tax bases of assets and liabilities are measured at the balance sheet date using enacted tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

Deferred tax assets represent the tax benefit of future deductible temporary differences and operating loss and tax credit carryforwards. The Company evaluates and tests the recoverability of its deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Considerable judgment and the use of estimates are required in determining whether a valuation allowance is necessary and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance, the Company considers many factors, including:

▪ The nature and character of the deferred tax assets and liabilities;

▪ Taxable income in prior carryback years;

▪ Projected future income, exclusive of reversing temporary differences and carryforwards;

▪ Projected future reversals of existing temporary differences;

▪ The length of time carryforwards can be utilized;

▪ Any prudent and feasible tax planning strategies the Company would employ to avoid a tax benefit from expiring unused;

▪ The nature, frequency and severity of cumulative U.S. GAAP losses in recent years; and

▪ Any tax rules that would impact the utilization of the deferred tax assets.

In establishing unrecognized tax benefits, the Company determines whether a tax position is more likely than not to be sustained under examination by the appropriate taxing authority. The Company also considers positions that have been reviewed and agreed to as part of an examination by the appropriate taxing authority. Tax positions that do not meet the more likely than not standard are not recognized. Tax positions that meet this standard are recognized in the Consolidated Financial Statements. The Company measures the tax position as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate resolution with the tax authority that has full knowledge of all relevant information.

Reinsurance

The Company utilizes reinsurance agreements in most aspects of its insurance business to reduce its exposure to large losses from GMDBs. Such reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the primary liability of the Company as direct insurer of the risks reinsured.

For each of its reinsurance agreements, the Company determines whether the agreement provides indemnification against loss or liability relating to insurance risk. The Company reviews all contractual features, particularly those that may limit the amount of insurance risk to which the reinsurer is subject or features that delay the timely reimbursement of claims.

C-20

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

For reinsurance of long-duration contracts that transfer significant insurance risk, the difference, if any, between the amounts paid and benefits received related to the underlying contracts is included in the expected net cost of reinsurance which is recorded as a component of the reinsurance asset or liability. Any difference between actual and expected net cost of reinsurance is recognized in the current period and included as a component of profits used to amortize DAC.

The Company has a significant concentration of reinsurance arising from the disposition of its individual life insurance business. In 1998, the Company entered into an indemnity reinsurance agreement with certain subsidiaries of Lincoln National Corporation ("Lincoln"). Effective March 1, 2007, the reinsurance agreements were assigned to a single subsidiary of Lincoln, and that subsidiary established a trust to secure its obligations to the Company under the reinsurance transaction. Of the Reinsurance recoverable on the Consolidated Balance Sheets, $2.1 billion and $2.2 billion as of December 31, 2012 and 2011, respectively, equal the Company's total individual life reserves and are related to the reinsurance recoverable from the subsidiary of Lincoln under this reinsurance agreement. Individual life reserves are included in Future policy benefits and contract owner account balances on the Consolidated Balance Sheets.

The Company utilizes a reinsurance agreement to manage reserve and capital requirements in connection with a portion of its deferred annuities business.  This agreement is accounted for under the deposit method.

Accounting for reinsurance requires extensive use of assumptions and estimates, particularly related to the future performance of the underlying business and the potential impact of counterparty credit risks. The Company periodically reviews actual and anticipated experience compared to the assumptions used to establish assets and liabilities relating to ceded and assumed reinsurance. The Company also evaluates the financial strength of potential reinsurers and continually monitors the financial condition of reinsurers. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the Consolidated Balance Sheets and are stated net of allowances for uncollectible reinsurance. Amounts currently recoverable under reinsurance agreements are included in Reinsurance recoverable and amounts currently payable are included in Other liabilities. Such assets and liabilities relating to reinsurance agreements with the same reinsurer are recorded net on the Balance Sheets if a right of offset exists within the reinsurance agreement.

Premiums, Fee income and Policyholder benefits are reported net of reinsurance ceded. Amounts received from reinsurers for policy administration are reported in Other revenue.

Contingencies

A loss contingency is an existing condition, situation, or set of circumstances involving uncertainty as to possible loss that will ultimately be resolved when one or more future events occur or fail to occur. Examples of loss contingencies include pending or threatened adverse litigation, threat of expropriation of assets and actual or possible claims and assessments. Amounts related to loss contingencies are accrued and recorded in Other liabilities on the Consolidated Balance Sheets if it is probable that a loss has been incurred and the amount can be reasonably estimated, based on the Company's best estimate of the ultimate outcome. If determined to meet the criteria for a reserve, the Company also evaluates whether there are external legal or other costs directly associated with the resolution of the matter and accrues such costs if estimable.

Adoption of New Pronouncements

Financial Instruments

Reconsideration of Effective Control for Repurchase Agreements

In April 2011, the Financial Accounting Standards Board ("FASB") issued ASU 2011-03, "Transfers and Servicing (ASC Topic 860): Reconsideration of Effective Control for Repurchase Agreements" ("ASU 2011-03"), which removes from the assessment of effective control (1) the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms and (2) the collateral maintenance implementation guidance related to that criterion.

The provisions of ASU 2011-03 were adopted by the Company on January 1, 2012. The Company determined that there was no effect on the Company's financial condition, results of operations, or cash flows, as the guidance is consistent with that previously applied by the Company.

C-21

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring

In April 2011, the FASB issued Accounting Standards Update ("ASU") 2011-02, "Receivables (Accounting Standards Codification^TM ("ASC") Topic 310): A Creditor's Determination of Whether a Restructuring is a Troubled Debt Restructuring" ("ASU 2011-02"), which clarifies the guidance on a creditor's evaluation of whether it has granted a concession and whether the debtor is experiencing financial difficulties, as follows:

▪ If a debtor does not have access to funds at a market rate for similar debt, the restructuring would be considered to be at a below-market rate;

▪ An increase in the contractual interest rate does not preclude the restructuring from being considered a concession, as the new rate could still be below the market interest rate;

▪ A restructuring that results in a delay in payment that is insignificant is not a concession;

▪ A creditor should evaluate whether it is probable that the debtor would be in payment default on any of its debt without the modification to determine if the debtor is experiencing financial difficulties; and

▪ A creditor is precluded from using the effective interest rate test.

Also, ASU 2011-02 requires disclosure of certain information about troubled debt restructuring, which was previously deferred by ASU 2011-01, "Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20" ("ASU 2011-01").

The provisions of ASU 2011-02 were adopted by the Company on July 1, 2011, and applied retrospectively to January 1, 2011. The Company determined, however, that there was no effect on the Company's financial position, results of operations or cash flows upon adoption, as there were no troubled debt restructurings between January 1, 2011 and July 1, 2011. The disclosures required by ASU 2011-02 are included in the Investments note to these Consolidated Financial Statements.

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses

In July 2010, the FASB issued ASU 2010-20, "Receivables (ASC Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses" ("ASU 2010-20"), which requires certain existing disclosures to be disaggregated by class of financing receivable, including the rollforward of the allowance for credit losses, with the ending balance further disaggregated on the basis of impairment method. For each disaggregated ending balance, an entity also is required to disclose the related recorded investment in financing receivables, the nonaccrual status of financing receivables and impaired financing receivables.

ASU 2010-20 also requires new disclosures by class of financing receivable, including credit quality indicators, aging of past due amounts, the nature and extent of troubled debt restructurings and related defaults and significant purchases and sales of financing receivables disaggregated by portfolio segment.

In January 2011, the FASB issued ASU 2011-01, which temporarily delayed the effective date of the disclosures about troubled debt restructurings in ASU 2010-20.

The provisions of ASU 2010-20 were adopted by the Company on December 31, 2010, and are included in the Investments note to these Consolidated Financial Statements, as well as the "Reinsurance" section above, except for the disclosures about troubled debt restructurings included in ASU 2011-02, that were adopted by the Company on July 1, 2011, (see above). The disclosures that include information for activity that occurs during a reporting period were adopted by the Company on January 1, 2011, and are included in the Investments note to these Consolidated Financial Statements. As this pronouncement only pertains to additional disclosure, the adoption had no effect on the Company's financial condition, results of operations, or cash flows.

Scope Exception Related to Embedded Credit Derivatives

In March 2010, the FASB issued ASU 2010-11, "Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives" ("ASU 2010-11"), which clarifies that the only type of embedded credit derivatives that are exempt from bifurcation requirements are those that relate to the subordination of one financial instrument to another.

C-22

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The provisions of ASU 2010-11 were adopted by the Company on July 1, 2010. The Company determined, however, that there was no effect on the Company's financial condition, results of operations, or cash flows upon adoption, as the guidance is consistent with that previously applied by the Company.

Consolidation and Business Combinations

Consolidation Analysis of Investments Held through Separate Accounts

In April 2010, the FASB issued ASU 2010-15, "Financial Services-Insurance (ASC Topic 944): How Investments Held through Separate Accounts Affect an Insurer's Consolidation Analysis of Those Investments" ("ASU 2010-15"), which clarifies that an insurance entity generally should not consider any separate account interests in an investment held for the benefit of policy holders to be the insurer's interests, and should not combine those separate account interests with its general account interest in the same investment when assessing the investment for consolidation.

The provisions of ASU 2010-15 were adopted by the Company on January 1, 2011; however, the Company determined that there was no effect on its financial condition, results of operations or cash flows upon adoption, as the guidance is consistent with that previously applied by the Company.

Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17, "Consolidations (ASC Topic 810): Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities" ("ASU 2009-17"), which amends the consolidation guidance for VIEs, as follows:

• Eliminates the quantitative-based assessment for consolidation of VIEs and, instead, requires a qualitative assessment of whether an entity has the power to direct the VIEs activities and whether the entity has the obligation to absorb losses or the right to receive benefits that could be significant to the VIE;

• Requires an ongoing reassessment of whether an entity is the primary beneficiary of a VIE; and

• Requires enhanced disclosures, including (i) presentation on the balance sheet of assets and liabilities of consolidated VIEs that meet the separate presentation criteria and disclosure of assets and liabilities recognized on the balance sheet and (ii) the maximum exposure to loss for those VIEs in which a reporting entity is determined to not be the primary beneficiary but in which it has a variable interest.

In addition, in February 2010, the FASB issued ASU 2010-10, "Consolidations (ASC Topic 810): Amendments for Certain Investment Funds" ("ASU 2010-10"), which defers to ASU 2009-17 for a reporting entity's interests in certain investment funds that have attributes of investment companies, for which the reporting entity does not have an obligation to fund losses and that are not structured as securitization entities. The Company has determined that all of its managed funds, with the exception of certain CLOs, qualify for the deferral.

The provisions of ASU 2009-17 and ASU 2010-10 were adopted, prospectively, by the Company on January 1, 2010. The Company determined, however, that there was no effect on the Company's financial condition, results of operations, or cash flows upon adoption, as the consolidation conclusions were consistent with those under previous U.S. GAAP. The disclosure provisions required by ASU 2009-17 are presented in the Financial Instruments note to these Financial Statements.

Fair Value

Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards ("IFRS").

In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (ASC Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS" ("ASU 2011-04"), which includes the following amendments:

• The concepts of highest and best use and valuation premise are relevant only when measuring the fair value of nonfinancial assets;

• The requirements for measuring the fair value of equity instruments are consistent with those for measuring liabilities;

• An entity is permitted to measure the fair value of financial instruments managed within a portfolio at the price that would be received to sell or transfer a net position for a particular risk; and

C-23

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

• The application of premiums and discounts in a fair value measurement is related to the unit of account for the asset or liability.

ASU 2011-04 also requires additional disclosures, including use of a nonfinancial asset in a way that differs from its highest and best use, categorization by level for items in which fair value is required to be disclosed and further information regarding Level 3 fair value measurements.

The provisions of ASU 2011-04 were adopted, prospectively, by the Company on January 1, 2012. The adoption had no effect on the Company's financial condition, results of operations or cash flows as the pronouncement only pertains to additional disclosure. The disclosures required by ASU 2011-04 are included in the Fair Value Measurements note to these Consolidated Financial Statements.

Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, "Fair Value Measurements and Disclosure (ASC Topic 820): Improving Disclosures about Fair Value Measurements" ("ASU 2010-06"), which requires several new disclosures, as well as clarification to existing disclosures, as follows:

• Significant transfers in and out of Level 1 and Level 2 fair value measurements and the reason for the transfers;

• Purchases, sales, issuances and settlement, in the Level 3 fair value measurements reconciliation on a gross basis;

• Fair value measurement disclosures for each class of assets and liabilities (i.e., disaggregated); and

• Valuation techniques and inputs for both recurring and nonrecurring fair value measurements that fall in either Level 2 or Level 3 fair value measurements.

The provisions of ASU 2010-06 were adopted by the Company on January 1, 2010, except for the disclosures related to the Level 3 reconciliation that were adopted by the Company on January 1, 2011. The adoption had no effect on the Company's financial condition, results of operations, or cash flows as the pronouncement only pertains to additional disclosure. The disclosures required by ASU 2010-06 are included in the Fair Value Measurements note to these Consolidated Financial Statements.

Other Pronouncements

Presentation of Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, "Comprehensive Income (ASC Topic 220): Presentation of Comprehensive Income" ("ASU 2011-05"), which states that an entity has the option to present total comprehensive income and the components of net income and other comprehensive income either in a single, continuous statement of comprehensive income or in two separate, consecutive statements.

In December 2011, the FASB issued ASU 2011-12, which defers the ASU 2011-05 requirements to present, on the face of the financial statements, the effects of reclassification out of AOCI on the components of net income and other comprehensive income. The Company early adopted provisions of ASU 2011-05 and ASU 2010-12 on December 31, 2011, and applied the provisions retrospectively. The Consolidated Statement of Comprehensive Income, with corresponding revisions to the Consolidated Statements of Changes in Shareholder's Equity, is included in the Consolidated Financial Statements. In addition, the required disclosures are included in the Accumulated Other Comprehensive Income (Loss) note to these Consolidated Financial Statements.

Future Adoption of Accounting Pronouncements

Disclosures about Offsetting Assets and Liabilities

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

In January 2013, the FASB issued ASU 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities" ("ASU 2013-01"), which clarifies that the scope of ASU 2011-11 applies to derivatives accounted for in

C-24

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

accordance with ASU Topic 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to an enforceable master netting arrangement or similar agreement.

The provisions of ASU 2013-01 and ASU 2011-11 are effective retrospectively for annual reporting periods beginning on or after January 1, 2013 and periods within those annual reporting periods. The Company will adopt the provisions of these ASUs in the first quarter of 2013 which will include additional disclosure of the gross and net information instruments deemed in scope, including any related collateral received or posted.

Disclosures about Amounts Reclassified out of AOCI

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

The provisions of ASU 2013-02 are effective prospectively for reporting periods beginning after December 15, 2012. The Company will adopt the provisions of ASU 2013-02 in the first quarter of 2013 to provide additional information about amounts reclassified out of accumulated other comprehensive income by component.

C-25

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

2.    Investments

Fixed Maturities and Equity Securities

Available-for-sale and fair value option ("FVO") fixed maturities and equity securities were as follows as of December 31, 2012:

	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Fair Value		OTTI(3)
Fixed maturities:
U.S. Treasuries	$	1,011.5	$	135.6	$	0.5	$	—	$	1,146.6	$	—
U.S. government agencies and authorities	379.4		17.6		—		—		397.0		—
State, municipalities and political subdivisions	77.2		15.9		—		—		93.1		—
U.S. corporate securities	9,438.0		1,147.4		11.1		—		10,574.3		2.0
Foreign securities(1):
Government	439.7		57.4		1.1		—		496.0		—
Other	4,570.0		501.3		15.3		—		5,056.0		—
Total foreign securities	5,009.7		558.7		16.4		—		5,552.0		—
Residential mortgage-backed securities:
Agency	1,679.5		181.5		3.4		33.7		1,891.3		0.6
Non-Agency	390.9		70.0		14.7		20.0		466.2		17.4
Total Residential mortgage-backed securities	2,070.4		251.5		18.1		53.7		2,357.5		18.0
Commercial mortgage-backed securities	748.7		90.6		0.2		—		839.1		4.4
Other asset-backed securities	475.7		26.6		6.7		—		495.6		3.1
Total fixed maturities, including securities pledged	19,210.6		2,243.9		53.0		53.7		21,455.2		27.5
Less: Securities pledged	207.2		13.0		0.5		—		219.7		—
Total fixed maturities	19,003.4		2,230.9		52.5		53.7		21,235.5		27.5
Equity securities	129.3		13.6		0.1		—		142.8		—
Total fixed maturities and equity securities investments	$	19,132.7	$	2,244.5	$	52.6	$	53.7	$	21,378.3	$	27.5

⁽¹⁾ Primarily U.S. dollar denominated.

⁽²⁾ Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Other net realized capital gains (losses) on the Consolidated Statements of Operations.

⁽³⁾ Represents other-than-temporary impairments ("OTTI") reported as a component of Other comprehensive income.

C-26

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Available-for-sale and FVO fixed maturities and equity securities were as follows as of December 31, 2011:

	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Embedded Derivatives(2)		Fair Value		OTTI(3)
Fixed maturities:
U.S. Treasuries	$	1,096.6	$	135.0	$	—	$	—	$	1,231.6	$	—
U.S. government agencies and authorities	379.7		31.0		—		—		410.7		—
State, municipalities and political subdivisions	95.1		10.9		—		—		106.0		—
U.S. corporate securities	8,166.9		770.8		31.1		—		8,906.6		—
Foreign securities(1):
Government	308.5		39.8		3.1		—		345.2		—
Other	4,352.5		328.8		38.4		—		4,642.9		—
Total foreign securities	4,661.0		368.6		41.5		—		4,988.1		—
Residential mortgage-backed securities:
Agency	1,442.0		218.7		3.4		39.4		1,696.7		0.7
Non-Agency	513.4		66.7		49.5		19.8		550.4		28.8
Total Residential mortgage-backed securities	1,955.4		285.4		52.9		59.2		2,247.1		29.5
Commercial mortgage-backed securities	866.1		51.0		5.8		—		911.3		4.4
Other asset-backed securities	441.5		19.4		22.1		—		438.8		4.2
Total fixed maturities, including securities pledged	17,662.3		1,672.1		153.4		59.2		19,240.2		38.1
Less: Securities pledged	572.5		22.4		1.2		—		593.7		—
Total fixed maturities	17,089.8		1,649.7		152.2		59.2		18,646.5		38.1
Equity securities	131.8		13.1		—		—		144.9		—
Total fixed maturities and equity securities investments	$	17,221.6	$	1,662.8	$	152.2	$	59.2	$	18,791.4	$	38.1

⁽¹⁾ Primarily U.S. dollar denominated.

⁽²⁾ Embedded derivatives within fixed maturity securities are reported with the host investment. The changes in fair value of embedded derivatives are reported in Other net realized capital gains (losses) on the Consolidated Statements of Operations.

⁽³⁾ Represents OTTI reported as a component of Other comprehensive income.

C-27

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The amortized cost and fair value of fixed maturities, including securities pledged, as of December 31, 2012, are shown below by contractual maturity. Actual maturities may differ from contractual maturities as securities may be restructured, called, or prepaid. Mortgage-backed securities ("MBS") and Other asset-backed securities ("ABS") are shown separately because they are not due at a single maturity date.

	Amortized Cost		Fair Value
Due to mature:
One year or less	$	853.5	$	880.9
After one year through five years	3,953.8		4,249.9
After five years through ten years	5,700.3		6,339.8
After ten years	5,408.2		6,292.4
Mortgage-backed securities	2,819.1		3,196.6
Other asset-backed securities	475.7		495.6
Fixed maturities, including securities pledged	$	19,210.6	$	21,455.2

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

As of December 31, 2012, the Company did not have any investments in a single issuer, other than obligations of the U.S. government and government agencies with a carrying value in excess of 10% of the Company’s consolidated Shareholder’s equity. As of December 31, 2011, the Company did not have any investments in a single issuer, other than obligations of the U.S. government and government agencies and the Dutch State loan obligation, with a carrying value in excess of 10% of the Company’s consolidated Shareholder’s equity.

The following tables set forth the composition of the U.S. and foreign corporate securities within the fixed maturity portfolio by industry category as of December 31, 2012 and 2011:

	Amortized Cost		Gross Unrealized Capital Gains		Gross Unrealized Capital Losses		Fair Value
2012
Communications	$	1,154.1	$	161.4	$	0.9	$	1,314.6
Financial	1,859.3		240.1		10.9		2,088.5
Industrial and other companies	7,883.1		850.9		6.9		8,727.1
Utilities	2,715.4		349.8		7.3		3,057.9
Transportation	396.1		46.5		0.4		442.2
Total	$	14,008.0	$	1,648.7	$	26.4	$	15,630.3
2011
Communications	$	1,108.8	$	116.3	$	2.0	$	1,223.1
Financial	1,948.9		133.2		39.6		2,042.5
Industrial and other companies	6,577.6		559.0		20.7		7,115.9
Utilities	2,527.2		259.2		6.4		2,780.0
Transportation	356.9		31.9		0.8		388.0
Total	$	12,519.4	$	1,099.6	$	69.5	$	13,549.5

The Company invests in various categories of collateralized mortgage obligations ("CMOs"), including CMOs that are not agency-backed, that are subject to different degrees of risk from changes in interest rates and defaults. The principal risks inherent in holding CMOs are prepayment and extension risks related to significant decreases and increases in interest rates resulting in the prepayment of principal from the underlying mortgages, either earlier or later than originally anticipated. As of December 31,

C-28

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

2012 and 2011, approximately 41.8% and 41.1%, respectively, of the Company’s CMO holdings, such as interest-only or principal-only strips, were invested in those types of CMOs which are subject to more prepayment and extension risk than traditional CMOs.

Repurchase Agreements

As described in the Business, Basis of Presentation and Significant Accounting Policy note, the Company engages in dollar repurchase agreements with mortgage-backed securities ("dollar rolls") and repurchase agreements with other collateral types to increase its return on investments and improve liquidity. Such arrangements meet the requirements to be accounted for as financing arrangements. As of December 31, 2012 and 2011, the Company did not have any securities pledged in dollar rolls and repurchase agreement transactions.

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of securities and an agreement to sell substantially the same securities as those purchased. As of December 31, 2012 and 2011, the Company did not have any securities pledged under reverse repurchase agreements.

Securities Lending

As described in the Business, Basis of Presentation and Significant Accounting Policy note, the Company engages in securities lending whereby certain domestic securities from its portfolio are loaned to other institutions for short periods of time. As of December 31, 2012 and 2011, the fair value of loaned securities was $180.2 and $515.8, respectively and is included in Securities pledged on the Consolidated Balance Sheets. As of December 31, 2012 and 2011, collateral retained by the lending agent and invested in liquid assets on the Company's behalf was $186.1 and $524.8, respectively, and is recorded in Short-term investments under securities loan agreement, including collateral delivered. As of December 31, 2012 and 2011, liabilities to return collateral of $186.1 and $524.8, respectively, are included in Payables under securities loan agreement, including collateral held, on the Consolidated Balance Sheets.

Variable Interest Entities ("VIEs")

The Company holds certain VIEs for investment purposes.  VIEs may be in the form of private placement securities, structured securities, securitization transactions, or limited partnerships. The Company has reviewed each of its holdings and determined that consolidation of these investments in the Company’s financial statements is not required, as the Company is not the primary beneficiary, because the Company does not have both the power to direct the activities that most significantly impact the entity’s economic performance and the obligation or right to potentially significant losses or benefits, for any of its investments in VIEs. The Company provided no non-contractual financial support and its carrying value represents the Company’s exposure to loss. The carrying value of the equity tranches of the collateralized loan obligations ("CLOs") of $1.3 and $0.9 as of December 31, 2012 and 2011, respectively, is included in Limited partnerships/corporations on the Consolidated Balance Sheets. Income and losses recognized on these investments are reported in Net investment income in the Consolidated Statements of Operations.

On June 4, 2012, the Company entered into an agreement to sell certain general account private equity limited partnership investment interest holdings with a carrying value of $331.9 as of March 31, 2012 to a group of private equity funds that are managed by Pomona Management LLC, an affiliate of the Company. The transaction resulted in a net pretax loss of $38.7 in the second quarter of 2012 reported in Net investment income on the Consolidated Statements of Operations. The transaction closed in two tranches with the first tranche closed on June 29, 2012 and the second tranche closed on October 29, 2012. Consideration received included $23.0 of promissory notes due in two equal installments at December 31, 2013 and 2014. In connection with these promissory notes, ING U.S., Inc. unconditionally guarantees payment of the notes in the event of any default of payments due. No additional loss was incurred on the second tranche since the fair value of the alternative investments was reduced to the agreed-upon sales price as of June 30, 2012.

Securitizations

The Company invests in various tranches of securitization entities, including Residential Mortgage-backed Securities ("RMBS"), Commercial Mortgage-backed Securities ("CMBS") and ABS. Through its investments, the Company is not obligated to provide any financial or other support to these entities. Each of the RMBS, CMBS and ABS entities are thinly capitalized by design and considered VIEs under ASC 810-10-25 as amended by ASU 2009-17. The Company's involvement with these entities is limited

C-29

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

to that of a passive investor. The Company has no unilateral right to appoint or remove the servicer, special servicer, or investment manager, which are generally viewed to have the power to direct the activities that most significantly impact the securitization entities' economic performance, in any of these entities, nor does the Company function in any of these roles. The Company through its investments or other arrangements does not have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the entity. Therefore, the Company is not the primary beneficiary and does not consolidate any of the RMBS, CMBS and ABS entities in which it holds investments. These investments are accounted for as investments available-for-sale as described in the Business, Basis of Presentation and Significant Accounting Policies note to these Consolidated Financial Statements.

Unrealized Capital Losses

Unrealized capital losses (including noncredit impairments), along with the fair value of fixed maturity securities, including securities pledged, by market sector and duration were as follows as of December 31, 2012 and 2011:

	Six Months or Less Below Amortized Cost				More Than Six Months and Twelve Months or Less Below Amortized Cost				More Than Twelve Months Below Amortized Cost				Total
	Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses		Fair Value		Unrealized Capital Losses
2012
U.S. Treasuries	$	300.0	$	0.5	$	—	$	—	$	—	$	—	$	300.0	$	0.5
U.S. corporate, state and municipalities	479.8		6.8		22.5		0.9		49.4		3.4		551.7		11.1
Foreign	166.8		4.7		7.8		0.5		87.7		11.2		262.3		16.4
Residential mortgage-backed	68.7		1.6		7.2		0.3		132.4		16.2		208.3		18.1
Commercial mortgage-backed	7.5		0.1		1.6		—		2.5		0.1		11.6		0.2
Other asset-backed	15.6		—		—		—		34.2		6.7		49.8		6.7
Total	$	1,038.4	$	13.7	$	39.1	$	1.7	$	306.2	$	37.6	$	1,383.7	$	53.0
2011
U.S. Treasuries	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
U.S. corporate, state and municipalities	595.1		22.8		46.5		3.0		52.9		5.3		694.5		31.1
Foreign	435.3		19.1		49.9		4.6		169.5		17.8		654.7		41.5
Residential mortgage-backed	49.4		1.6		97.0		5.2		175.4		46.1		321.8		52.9
Commercial mortgage-backed	28.3		1.8		69.0		2.5		8.9		1.5		106.2		5.8
Other asset-backed	32.6		0.2		4.9		1.3		44.1		20.6		81.6		22.1
Total	$	1,140.7	$	45.5	$	267.3	$	16.6	$	450.8	$	91.3	$	1,858.8	$	153.4

Of the unrealized capital losses aged more than twelve months, the average fair value of the related fixed maturities was 89.1% and 83.2% of the average book value as of December 31, 2012 and 2011, respectively.

C-30

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Unrealized capital losses (including noncredit impairments) in fixed maturities, including securities pledged, for instances in which fair value declined below amortized cost by greater than or less than 20% were as follows as of December 31, 2012 and 2011:

	Amortized Cost				Unrealized Capital Losses				Number of Securities
	< 20%		> 20%		< 20%		> 20%		< 20%	> 20%
2012
Six months or less below amortized cost	$	1,110.8	$	15.2	$	19.3	$	3.9	141	10
More than six months and twelve months or less below amortized cost	49.5		1.5		2.6		0.4		31	2
More than twelve months below amortized cost	198.1		61.6		6.2		20.6		99	28
Total	$	1,358.4	$	78.3	$	28.1	$	24.9	271	40
2011
Six months or less below amortized cost	$	1,197.2	$	60.1	$	46.9	$	16.9	256	31
More than six months and twelve months or less below amortized cost	270.3		25.1		13.9		9.1		52	9
More than twelve months below amortized cost	355.6		103.9		26.7		39.9		129	37
Total	$	1,823.1	$	189.1	$	87.5	$	65.9	437	77

Unrealized capital losses (including noncredit impairments) in fixed maturities, including securities pledged, by market sector for instances in which fair value declined below amortized cost by greater than or less than 20% for consecutive months as indicated in the tables below, were as follows as of December 31, 2012 and 2011:

	Amortized Cost				Unrealized Capital Losses				Number of Securities
	< 20%		> 20%		< 20%		> 20%		< 20%	> 20%
2012
U.S. Treasuries	$	300.5	$	—	$	0.5	$	—	2	—
U.S. corporate, state and municipalities	558.1		4.7		9.1		2.0		82	2
Foreign	242.7		36.0		5.7		10.7		38	8
Residential mortgage-backed	201.2		25.2		10.2		7.9		124	24
Commercial mortgage-backed	11.8		—		0.2		—		8	—
Other asset-backed	44.1		12.4		2.4		4.3		17	6
Total	$	1,358.4	$	78.3	$	28.1	$	24.9	271	40
2011
U.S. Treasuries	$	—	$	—	$	—	$	—	—	—
U.S. corporate, state and municipalities	717.7		7.9		28.8		2.3		119	3
Foreign	670.5		25.7		31.9		9.6		122	7
Residential mortgage-backed	276.5		98.2		19.0		33.9		119	47
Commercial mortgage-backed	110.1		1.9		5.4		0.4		16	1
Other asset-backed	48.3		55.4		2.4		19.7		61	19
Total	$	1,823.1	$	189.1	$	87.5	$	65.9	437	77

All investments with fair values less than amortized cost are included in the Company's other-than-temporary impairments analysis and impairments were recognized as disclosed in the "Evaluating Securities for Other-Than-Temporary Impairments" section below. The Company evaluates non-agency RMBS and ABS for other-than-temporary impairments each quarter based on actual and projected cash flows after considering the quality and updated loan-to-value ratios of underlying collateral, forecasted loss severity, the payment priority within the tranche structure of the security and amount of any credit enhancements. The Company's assessment of current levels of cash flows compared to estimated cash flows at the time the securities were acquired indicates the amount and the pace of projected cash flows from the underlying collateral has generally been lower and slower, respectively. However, since cash flows are typically projected at a trust level, the impairment review incorporates the security's position within the trust structure as well as credit enhancement remaining in the trust to determine whether an impairment is warranted. Therefore,

C-31

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

while lower and slower cash flows will impact the trust, the effect on a particular security within the trust will be dependent upon the trust structure. Where the assessment continues to project full recovery of principal and interest on schedule, the Company has not recorded an impairment. Unrealized losses on below investment grade securities are principally related to RMBS (primarily Alt-A RMBS) and ABS (primarily subprime RMBS) largely due to economic and market uncertainties including concerns over unemployment levels, lower interest rate environment on floating rate securities requiring higher risk premiums since purchase and valuations of residential real estate supporting non-agency RMBS. Based on this analysis, the Company determined that the remaining investments in an unrealized loss position were not other-than-temporarily impaired and therefore no further other-than-temporary impairment was necessary.

Fixed Maturity Securities Credit Quality - Ratings

The Securities Valuation Office ("SVO") of the National Association of Insurance Commissioners ("NAIC") evaluates the fixed maturity securities investments of insurers for regulatory reporting and capital assessment purposes and assigns securities to one of six credit quality categories called "NAIC designations." An internally developed rating is used if no rating is available as permitted by the NAIC. These designations are generally similar to the credit quality designations of the NAIC acceptable rating organization ("ARO") for marketable fixed maturities, called "rating agency designations," except for certain structured securities as described below. NAIC designations of "1," highest quality and "2," high quality, include fixed maturity securities generally considered investment grade. NAIC designations "3" through "6" include fixed maturity securities generally considered below investment grade.

The NAIC designations for structured securities, including subprime and Alt-A RMBS, are based upon a comparison of the bond's amortized cost to the NAIC's loss expectation for each security. Securities where modeling results in no expected loss in all scenarios are considered to have the highest designation of NAIC 1. A large percentage of the Company's RMBS securities carry a NAIC 1 designation while the ARO rating indicates below investment grade. This is primarily due to the credit and intent impairments recorded by the Company which reduced the amortized cost on these securities to a level resulting in no expected loss in all scenarios, which corresponds to a NAIC 1 designation. The revised methodology reduces regulatory reliance on rating agencies and allows for greater regulatory input into the assumptions used to estimate expected losses from such structured securities. In the tables below, the Company presents the rating of structured securities based on ratings from the NAIC rating methodologies described above (which may not correspond to rating agency designations). All NAIC designations (e.g., NAIC 1-6) are based on the revised NAIC methodologies.

As a result of time lags between the funding of investments, the finalization of legal documents and the completion of the SVO filing process, the fixed maturity portfolio generally includes securities that have not yet been rated by the SVO as of each balance sheet date, such as private placements. Pending receipt of SVO ratings, the categorization of these securities by NAIC designation is based on the expected ratings indicated by internal analysis.

Information about certain of the Company's fixed maturity securities holdings, by NAIC designations is set forth in the following tables. Corresponding rating agency designation does not directly translate into NAIC designation, but represents the Company's best estimate of comparable ratings from rating agencies, including Moody's Investors Service ("Moody's"), Standard & Poor's ("S&P") and Fitch Ratings Ltd. ("Fitch"). If no rating is available from a rating agency, then an internally developed rating is used.

The fixed maturities in the Company's portfolio are generally rated by external rating agencies and, if not externally rated, are rated by the Company on a basis similar to that used by the rating agencies. Ratings are derived from three ARO ratings and are applied as follows based on the number of agency ratings received:

• when three ratings are received then the middle rating is applied;

• when two ratings are received then the lower rating is applied;

• when a single rating is received, the ARO rating is applied; and

• when ratings are unavailable then an internal rating is applied.

Subprime and Alt-A Mortgage Exposure

The Company does not originate or purchase subprime or Alt-A whole-loan mortgages. Subprime lending is the origination of loans to customers with weaker credit profiles. The Company defines Alt-A Loans to include the following: residential mortgage

C-32

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

loans to customers who have strong credit profiles but lack some elements, such as documentation to substantiate income; residential mortgage loans to borrowers that would otherwise be classified as prime but whose loan structure provides repayment options to the borrower that increase the risk of default; and any securities backed by residential mortgage collateral not clearly identifiable as prime or subprime.

The Company's exposure to subprime mortgage backed securities is primarily in the form of ABS structures collateralized by subprime residential mortgages and the majority of these holdings are included in Other ABS in the "Fixed Maturities and Equity Securities" section above. As of December 31, 2012, the fair value and gross unrealized losses related to the Company's exposure to subprime mortgage backed securities was $61.2 and $6.2, respectively, representing 0.3% of total fixed maturities, including securities pledged, based on fair value. As of December 31, 2011, the fair value and gross unrealized losses related to the Company's exposure to subprime mortgage backed securities were $59.1 and $21.7, respectively, representing 0.3% of total fixed maturities, including securities pledged, based on fair value.

The following tables summarize the Company's exposure to subprime mortgage-backed securities by credit quality using NAIC designations, ARO ratings and vintage year as of December 31, 2012 and 2011:

	% of Total Subprime Mortgage-backed Securities
	NAIC Designation			ARO Ratings			Vintage
2012
	1	67.8	%	AAA	3.2	%	2007	8.0	%
	2	3.2	%	AA	—		2006	6.0	%
	3	19.6	%	A	16.2	%	2005 and prior	86.0	%
	4	8.7	%	BBB	21.5	%		100.0	%
	5	0.5	%	BB and below	59.1	%
	6	0.2	%		100.0	%
		100.0	%
2011
	1	75.8	%	AAA	7.5	%	2007	9.1	%
	2	5.3	%	AA	—		2006	4.5	%
	3	9.3	%	A	13.0	%	2005 and prior	86.4	%
	4	9.4	%	BBB	33.7	%		100.0	%
	5	—		BB and below	45.8	%
	6	0.2	%		100.0	%
		100.0	%

The Company's exposure to Alt-A mortgages is included in Residential mortgage-backed securities in the "Fixed Maturities and Equity Securities" section above. As of December 31, 2012, the fair value and gross unrealized losses related to the Company's exposure to Alt-A RMBS aggregated to $106.0 and $9.5, respectively, representing 0.5% of total fixed maturities, including securities pledged, based on fair value. As of December 31, 2011, the fair value and gross unrealized losses related to the Company's exposure to Alt-A RMBS aggregated to $111.4 and $19.6, respectively, representing 0.6% of total fixed maturities, including securities pledged, based on fair value.

C-33

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following tables summarize the Company's exposure to Alt-A residential mortgage-backed securities by credit quality using NAIC designations, ARO ratings and vintage year as of December 31, 2012 and 2011:

	% of Total Alt-A Mortgage-backed Securities
	NAIC Designation			ARO Ratings			Vintage
2012
	1	33.4	%	AAA	0.2	%	2007	13.8	%
	2	12.4	%	AA	1.4	%	2006	29.3	%
	3	21.0	%	A	3.4	%	2005 and prior	56.9	%
	4	30.3	%	BBB	5.6	%		100.0	%
	5	2.3	%	BB and below	89.4	%
	6	0.6	%		100.0	%
		100.0	%
2011
	1	39.9	%	AAA	0.3	%	2007	12.0	%
	2	14.9	%	AA	3.1	%	2006	28.3	%
	3	14.7	%	A	13.1	%	2005 and prior	59.7	%
	4	21.1	%	BBB	4.6	%		100.0	%
	5	4.7	%	BB and below	78.9	%
	6	4.7	%		100.0	%
		100.0	%

C-34

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Commercial Mortgage-backed and Other Asset-backed Securities

As of December 31, 2012 and 2011, the fair value of the Company's CMBS totaled $839.1 and $911.3, respectively and Other ABS, excluding subprime exposure, totaled $435.6 and $381.0, respectively. As of December 31, 2012 and 2011, the gross unrealized losses related to CMBS totaled $0.2 and $5.8, respectively and gross unrealized losses related to Other ABS, excluding subprime exposure, totaled $0.6 and $0.7, respectively. CMBS investments represent pools of commercial mortgages that are broadly diversified across property types and geographical areas.

The following tables summarize the Company's exposure to CMBS holdings by credit quality using NAIC designations, ARO ratings and vintage year as of December 31, 2012 and 2011:

	% of Total CMBS
	NAIC Designation			ARO Ratings			Vintage
2012
	1	99.9	%	AAA	54.1	%	2007	28.7	%
	2	—		AA	17.1	%	2006	20.4	%
	3	0.1	%	A	8.4	%	2005 and prior	50.9	%
	4	—		BBB	5.3	%		100.0	%
	5	—		BB and below	15.1	%
	6	—			100.0	%
		100.0	%
2011
	1	97.4	%	AAA	63.7	%	2007	23.4	%
	2	0.9	%	AA	1.4	%	2006	18.2	%
	3	0.7	%	A	21.1	%	2005 and prior	58.4	%
	4	1.0	%	BBB	4.0	%		100.0	%
	5	—		BB and below	9.8	%
	6	—			100.0	%
		100.0	%

C-35

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

As of December 31, 2012, Other ABS was also broadly diversified both by type and issuer with credit card receivables, nonconsolidated collateralized loan obligations and automobile receivables, comprising 47.0%, 5.6% and 26.9%, respectively, of total Other ABS, excluding subprime exposure. As of December 31, 2011, Other ABS was also broadly diversified both by type and issuer with credit card receivables, nonconsolidated collateralized loan obligations and automobile receivables, comprising 49.3%, 5.5% and 17.2%, respectively, of total Other ABS, excluding subprime exposure.

The following tables summarize the Company's exposure to Other ABS holdings, excluding subprime exposure, by credit quality using NAIC designations, ARO ratings and vintage year as of December 31, 2012 and 2011:

	% of Total Other ABS
	NAIC Designation			ARO Ratings			Vintage
2012
	1	98.3	%	AAA	88.4	%	2012	21.4	%
	2	1.6	%	AA	1.9	%	2011	12.2	%
	3	0.1	%	A	8.0	%	2010	5.7	%
	4	—		BBB	1.6	%	2009	0.3	%
	5	—		BB and below	0.1	%	2008	9.5	%
	6	—			100.0	%	2007	22.9	%
		100.0	%				2006	6.1	%
							2005 and prior	21.9	%
								100.0	%
2011
	1	95.0	%	AAA	82.7	%	2011	14.3	%
	2	4.7	%	AA	1.2	%	2010	7.3	%
	3	—		A	8.4	%	2009	0.4	%
	4	0.3	%	BBB	7.4	%	2008	11.7	%
	5	—		BB and below	0.3	%	2007	30.3	%
	6	—			100.0	%	2006	6.8	%
		100.0	%				2005 and prior	29.2	%
								100.0	%

Troubled Debt Restructuring

The Company invests in high quality, well performing portfolios of commercial mortgage loans and private placements. Under certain circumstances, modifications are granted to these contracts. Each modification is evaluated as to whether a troubled debt restructuring has occurred. A modification is a troubled debt restructure when the borrower is in financial difficulty and the creditor makes concessions. Generally, the types of concessions may include reducing the face amount or maturity amount of the debt as originally stated, reducing the contractual interest rate, extending the maturity date at an interest rate lower than current market interest rates and/or reducing accrued interest. The Company considers the amount, timing and extent of the concession granted in determining any impairment or changes in the specific valuation allowance recorded in connection with the troubled debt restructuring. A valuation allowance may have been recorded prior to the quarter when the loan is modified in a troubled debt restructuring. Accordingly, the carrying value (net of the specific valuation allowance) before and after modification through a troubled debt restructuring may not change significantly, or may increase if the expected recovery is higher than the pre-modification recovery assessment. As of December 31, 2012, the Company did not have any troubled debt restructurings. For the year ended December 31, 2011, the Company had one private placement troubled debt restructuring with a pre-modification and post-modification carrying value of $13.0 and $12.9, respectively.

As of December 31, 2012 and 2011, the Company did not have any commercial mortgage loans or private placements modified in a troubled debt restructuring with a subsequent payment default.

C-36

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Mortgage Loans on Real Estate

The Company's mortgage loans on real estate are all commercial mortgage loans, which are reported at amortized cost, less impairment write-downs and allowance for losses.

The Company diversifies its commercial mortgage loan portfolio by geographic region and property type to reduce concentration risk. The Company manages risk when originating commercial mortgage loans by generally lending only up to 75% of the estimated fair value of the underlying real estate. Subsequently, the Company continuously evaluates all mortgage loans based on relevant current information including an appraisal of loan-specific credit quality, property characteristics and market trends. Loan performance is monitored on a loan-specific basis through the review of submitted appraisals, operating statements, rent revenues and annual inspection reports, among other items. This review ensures properties are performing at a consistent and acceptable level to secure the debt.

The following table summarizes the Company’s investment in mortgage loans as of December 31, 2012 and 2011:

	2012			2011
Commercial mortgage loans	$	2,874.0		$	2,374.8
Collective valuation allowance	(1.3		)	(1.3		)
Total net commercial mortgage loans	$	2,872.7		$	2,373.5

There were no impairments taken on the mortgage loan portfolio for the years ended December 31, 2012 and 2011.

The following table summarizes the activity in the allowance for losses for all commercial mortgage loans as of December 31, 2012 and 2011:

	2012		2011
Collective valuation allowance for losses, beginning of period	$	1.3	$	1.3
Addition to (reduction of) allowance for losses	—		—
Collective valuation allowance for losses, end of period	$	1.3	$	1.3

The carrying values and unpaid principal balances of impaired mortgage loans were as follows as of December 31, 2012 and 2011:

	2012		2011
Impaired loans with allowances for losses	$	—	$	—
Impaired loans without allowances for losses	5.6		5.8
Subtotal	5.6		5.8
Less: Allowances for losses on impaired loans	—		—
Impaired loans, net	$	5.6	$	5.8
Unpaid principal balance of impaired loans	$	7.1	$	7.3

The following table presents information on impaired loans as of December 31, 2012 and 2011:

	2012		2011
Impaired loans, average investment during the period	$	5.7	$	7.7

There were no mortgage loans in the Company's portfolio in process of foreclosure as of December 31, 2012 and 2011. There were no other loans in arrears with respect to principal and interest as of December 31, 2012 and 2011.

C-37

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table presents information on interest income recognized on impaired and restructured loans for the years ended December 31, 2012, 2011 and 2010:

	2012		2011		2010
Interest income recognized on impaired loans, on an accrual basis	$	0.4	$	0.6	$	0.9
Interest income recognized on impaired loans, on a cash basis	0.4		0.6		1.0

Loan-to-value ("LTV") and debt service coverage ("DSC") ratios are measures commonly used to assess the risk and quality of mortgage loans. The LTV ratio, calculated at time of origination, is expressed as a percentage of the amount of the loan relative to the value of the underlying property. A LTV ratio in excess of 100% indicates the unpaid loan amount exceeds the underlying collateral. The DSC ratio, based upon the most recently received financial statements, is expressed as a percentage of the amount of a property’s net income to its debt service payments. A DSC ratio of less than 1.0 indicates that property’s operations do not generate sufficient income to cover debt payments. These ratios are utilized as part of the review process described above.

The following table presents the LTV ratios as of December 31, 2012 and 2011:

	2012(1)		2011(1)
Loan-to-Value Ratio:
0% - 50%	$	501.3	$	552.4
50% - 60%	768.9		771.5
60% - 70%	1,491.6		908.2
70% - 80%	96.4		125.2
80% and above	15.8		17.5
Total Commercial mortgage loans	$	2,874.0	$	2,374.8

⁽¹⁾ Balances do not include allowance for mortgage loan credit losses.

The following table presents the DSC ratios as of December 31, 2012 and 2011:

	2012(1)		2011(1)
Debt Service Coverage Ratio:
Greater than 1.5x	$	2,114.4	$	1,600.1
1.25x - 1.5x	390.5		408.1
1.0x - 1.25x	293.1		286.7
Less than 1.0x	76.0		79.9
Total Commercial mortgage loans	$	2,874.0	$	2,374.8

⁽¹⁾ Balances do not include allowance for mortgage loan credit losses.

C-38

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Properties collateralizing mortgage loans are geographically dispersed throughout the United States, as well as diversified by property type, as reflected in the following tables as of December 31, 2012 and 2011:

	2012(1)				2011(1)
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
Commercial Mortgage Loans by U.S. Region:
Pacific	$	564.1	19.6	%	$	514.7	21.7	%
South Atlantic	561.0		19.5	%	412.0		17.3	%
Middle Atlantic	332.7		11.6	%	325.9		13.7	%
East North Central	337.8		11.8	%	285.6		12.0	%
West South Central	460.4		16.0	%	358.4		15.1	%
Mountain	214.5		7.5	%	191.2		8.0	%
West North Central	205.2		7.1	%	98.9		4.2	%
New England	119.1		4.1	%	94.2		4.0	%
East South Central	79.2		2.8	%	93.9		4.0	%
Total Commercial mortgage loans	$	2,874.0	100.0	%	$	2,374.8	100.0	%

⁽¹⁾ Balances do not include allowance for mortgage loan credit losses.

	2012(1)				2011(1)
	Gross Carrying Value		% of Total		Gross Carrying Value		% of Total
Commercial Mortgage Loans by Property Type:
Industrial	$	1,035.2	36.0	%	$	956.4	40.3	%
Retail	824.0		28.7	%	544.7		22.9	%
Office	427.0		14.8	%	351.5		14.8	%
Apartments	298.7		10.4	%	281.7		11.9	%
Hotel/Motel	92.1		3.2	%	132.7		5.6	%
Mixed use	34.2		1.2	%	0.9		0.0	%
Other	162.8		5.7	%	106.9		4.5	%
Total Commercial mortgage loans	$	2,874.0	100.0	%	$	2,374.8	100.0	%

⁽¹⁾ Balances do not include allowance for mortgage loan credit losses.

The following table sets forth the breakdown of mortgages by year of origination as of December 31, 2012 and 2011:

	2012(1)		2011(1)
Year of Origination:
2012	$	939.0	$	—
2011	836.9		857.9
2010	124.0		161.9
2009	73.0		92.6
2008	119.0		137.2
2007	102.3		202.1
2006 and prior	679.8		923.1
Total Commercial mortgage loans	$	2,874.0	$	2,374.8

⁽¹⁾ Balances do not include allowance for mortgage loan credit losses.

C-39

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Evaluating Securities for Other-Than-Temporary Impairments

The Company performs a regular evaluation, on a security-by-security basis, of its available-for-sale securities holdings, including fixed maturity securities and equity securities in accordance with its impairment policy in order to evaluate whether such investments are other-than-temporarily impaired.

The following tables identify the Company’s credit-related and intent-related impairments included in the Consolidated Statements of Operations, excluding impairments included in Other comprehensive income by type for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
	Impairment		No. of Securities	Impairment		No. of Securities	Impairment			No. of Securities
U.S. Treasuries	$	—	—	$	—	—	$	1.7		1
U.S. corporate	2.9		3	20.4		17	6.6			24
Foreign(1)	0.8		3	27.8		50	42.4			20
Residential mortgage-backed	6.0		33	8.2		38	14.8			53
Commercial mortgage-backed	—		—	28.2		8	20.5			8
Other asset-backed	1.2		4	22.7		53	58.5			42
Limited partnerships	—		—	—		—	1.6			4
Equity securities	—		—	—		—	—		*	1
Mortgage loans on real estate	—		—	—		—	1.0			1
Total	$	10.9	43	$	107.3	166	$	147.1		154
(1) Primarily U.S. dollar denominated.
* Less than $0.1.

The above tables include $9.1, $17.6 and $48.4 of write-downs related to credit impairments for the years ended December 31, 2012, 2011 and 2010, respectively, in Other-than-temporary impairments, which are recognized in the Consolidated Statements of Operations. The remaining $1.8, $89.7 and $98.7, in write-downs for the years ended December 31, 2012, 2011 and 2010, respectively, are related to intent impairments.

The following tables summarize these intent impairments, which are also recognized in earnings, by type for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
	Impairment		No. of Securities	Impairment		No. of Securities	Impairment		No. of Securities
U.S. Treasuries	$	—	—	$	—	—	$	1.7	1
U.S. corporate	0.2		1	20.4		17	6.7		24
Foreign(1)	0.8		3	23.7		46	28.5		15
Residential mortgage-backed	0.7		3	1.6		7	8.6		18
Commercial mortgage-backed	—		—	22.9		8	16.2		6
Other asset-backed	0.1		1	21.1		50	37.0		26
Total	$	1.8	8	$	89.7	128	$	98.7	90
(1) Primarily U.S. dollar denominated.

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturities or cost for equity securities. In certain situations, new factors, including changes in the business environment, can change the

C-40

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Company’s previous intent to continue holding a security. Accordingly, these factors may lead the Company to record additional intent related capital losses.

The fair value of fixed maturities with OTTI as of December 31, 2012 and 2011 was $1.2 billion and $1.9 billion, respectively.

The following tables identify the amount of credit impairments on fixed maturities for which a portion of the OTTI loss was recognized in Other comprehensive income (loss) and the corresponding changes in such amounts for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
Balance at January 1	$	19.4		$	50.7		$	46.0
Additional credit impairments:
On securities not previously impaired	1.5			0.9			12.0
On securities previously impaired	3.7			6.7			11.7
Reductions:
Securities intent impaired	—			(8.7		)	(5.9		)
Securities sold, matured, prepaid or paid down	(4.6		)	(30.2		)	(13.1		)
Balance at December 31	$	20.0		$	19.4		$	50.7

Net Investment Income

The following table summarizes Net investment income for the years ended December 31, 2012, 2011 and 2010:

	2012		2011		2010
Fixed maturities	$	1,222.5	$	1,224.2	$	1,182.4
Equity securities, available-for-sale	7.5		13.6		15.3
Mortgage loans on real estate	143.5		118.1		104.0
Policy loans	13.2		13.7		13.3
Short-term investments and cash equivalents	1.4		0.8		0.8
Other	6.8		95.5		68.0
Gross investment income	1,394.9		1,465.9		1,383.8
Less: Investment expenses	46.1		45.0		41.5
Net investment income	$	1,348.8	$	1,420.9	$	1,342.3

As of December 31, 2012 and December 31, 2011, the Company did not have any investments in fixed maturities which produced no investment income. Fixed maturities are moved to a non-accrual status immediately when the investment defaults.

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) are comprised of the difference between the amortized cost of investments and proceeds from sale and redemption, as well as losses incurred due to the credit-related and intent-related other-than-temporary impairment of investments. Realized investment gains and losses are also primarily generated from changes in fair value of embedded derivatives within product guarantees and fixed maturities, changes in fair value of fixed maturities recorded at FVO and changes in fair value including accruals on derivative instruments, except for effective cash flow hedges. The cost of the investments on disposal is generally determined based on first-in-first-out ("FIFO") methodology.

C-41

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Net realized capital gains (losses) were as follows for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
Fixed maturities, available-for-sale, including securities pledged	$	67.5		$	112.6		$	38.7
Fixed maturities, at fair value option	(124.2		)	(60.6		)	(39.2		)
Equity securities, available-for-sale	(0.2		)	7.4			4.1
Derivatives	1.3			(64.3		)	(44.6		)
Embedded derivative - fixed maturities	(5.5		)	4.9			8.0
Embedded derivative - product guarantees	120.4			(216.1		)	9.3
Other investments	—			0.3			4.9
Net realized capital gains (losses)	$	59.3		$	(215.8	)	$	(18.8	)
After-tax net realized capital gains (losses)	$	38.5		$	(53.3	)	$	1.5

Proceeds from the sale of fixed maturities and equity securities, available-for-sale and the related gross realized gains and losses, before tax were as follows for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
Proceeds on sales	$	2,887.1		$	5,596.3		$	5,312.9
Gross gains	88.7			249.0			213.6
Gross losses	(12.7		)	(33.6		)	(27.8		)

3.    Derivative Financial Instruments

The Company enters into the following types of derivatives:

Interest rate caps: The Company uses interest rate cap contracts to hedge the interest rate exposure arising from duration mismatches between assets and liabilities. Interest rate caps are also used to hedge interest rate exposure if rates rise above a specified level. Such increases in rates will require the Company to incur additional expenses. The future payout from the interest rate caps fund this increased exposure. The Company pays an upfront premium to purchase these caps. The Company utilizes these contracts in non-qualifying hedging relationships.

Interest rate swaps: Interest rate swaps are used by the Company primarily to reduce market risks from changes in interest rates and to alter interest rate exposure arising from mismatches between assets and/or liabilities. Interest rate swaps are also used to hedge the interest rate risk associated with the value of assets it owns or in an anticipation of acquiring them. Using interest rate swaps, the Company agrees with another party to exchange, at specified intervals, the difference between fixed rate and floating rate interest payments, calculated by reference to an agreed upon notional principal amount. These transactions are entered into pursuant to master agreements that provide for a single net payment to be made to/from the counterparty at each due date. The Company utilizes these contracts in qualifying hedging relationships as well as non-qualifying hedging relationships.

Foreign exchange swaps: The Company uses foreign exchange or currency swaps to reduce the risk of change in the value, yield or cash flows associated with certain foreign denominated invested assets. Foreign exchange swaps represent contracts that require the exchange of foreign currency cash flows against U.S. dollar cash flows at regular periods, typically quarterly or semi-annually. The Company utilizes these contracts in non-qualifying hedging relationships.

Credit default swaps: Credit default swaps are used to reduce credit loss exposure with respect to certain assets that the Company owns, or to assume credit exposure on certain assets that the Company does not own. Payments are made to or received from the counterparty at specified intervals. In the event of a default on the underlying credit exposure, the Company will either receive a payment (purchased credit protection) or will be required to make a payment (sold credit protection) equal to the par minus recovery value of the swap contract. The Company utilizes these contracts in non-qualifying hedging relationships.

C-42

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Forwards: The Company uses forward contracts to hedge certain invested assets against movement in interest rates, particularly mortgage rates. The Company uses To Be Announced securities as an economic hedge against rate movements. The Company utilizes forward contracts in non-qualifying hedging relationships.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such decreases may result in a decrease

in variable annuity account values which would increase the possibility of the Company incurring an expense for guaranteed benefits in excess of account values. The Company also uses futures contracts as a hedge against an increase in certain equity indices. Such increases may result in increased payments to the holders of the fixed index annuity contracts. The Company enters into exchange traded futures with regulated futures commissions that are members of the exchange. The Company also posts initial and variation margin with the exchange on a daily basis. The Company utilizes exchange-traded futures in non-qualifying hedging relationships.

Swaptions: A swaption is an option to enter into a swap with a forward starting effective date. The Company uses swaptions to hedge the interest rate exposure associated with the minimum crediting rate and book value guarantees embedded in the retirement products that the Company offers. Increases in interest rates will generate losses on assets that are backing such liabilities. In certain instances, the Company locks in the economic impact of existing purchased swaptions by entering into offsetting written swaptions. Swaptions are also used to hedge against an increase in the interest rate benchmarked crediting strategies within Fixed indexed annuities ("FIA") contracts. Such increases may result in increased payments to contract holders of FIA contracts and the interest rate swaptions offset this increased exposure. The Company pays a premium when it purchases the swaption. The Company utilizes these contracts in non-qualifying hedging relationships.

Managed custody guarantees ("MCG"): The Company issues certain credited rate guarantees on externally managed variable bond funds that represent stand-alone derivatives. The market value is partially determined by, among other things, levels of or changes in interest rates, prepayment rates and credit ratings/spreads.

Embedded derivatives: The Company also invests in certain fixed maturity instruments and has issued certain annuity products, that contain embedded derivatives whose market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short term or long-term), exchange rates, prepayment rates, equity rates, or credit ratings/spreads. Embedded derivatives within fixed maturities are reported with the host contract on the Consolidated Balance Sheets and changes in fair value are recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations. Embedded derivatives within annuity products are included in Future policy benefits and contract owner account balances on the Consolidated Balance Sheets and changes in the fair value of the embedded derivatives are recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations.

C-43

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The notional amounts and fair values of derivatives were as follows as of December 31, 2012 and 2011:

	2012						2011
	Notional Amount		Asset Fair Value		Liability Fair Value		Notional Amount		Asset Fair Value		Liability Fair Value
Derivatives: Qualifying for hedge accounting
Cash flow hedges:
Interest rate contracts	$	1,000.0	$	215.4	$	—	$	1,000.0	$	173.9	$	—
Derivatives: Non-qualifying for hedge accounting
Interest rate contracts	18,131.1		292.9		328.5		17,555.1		269.4		306.4
Foreign exchange contracts	161.6		0.4		18.3		213.4		0.7		32.4
Equity contracts	14.5		0.4		—		—		—		—
Credit contracts	347.5		3.6		—		548.4		2.6		21.2
Managed custody guarantees	N/A		—		—		N/A		—		1.0
Embedded derivatives:
Within fixed maturity investments	N/A		53.7		—		N/A		59.2		—
Within annuity products	N/A		—		122.4		N/A		—		236.3
Total			$	566.4	$	469.2			$	505.8	$	597.3
N/A - Not Applicable

The maximum length of time over which the Company is hedging its exposure to variability in the future cash flows for forecasted transactions through the fourth quarter 2016.

Net realized gains (losses) on derivatives were as follows for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
Derivatives: Qualifying for hedge accounting(1)
Cash flow hedges:
Interest rate contracts	$	—		$	—		$	—
Fair value hedges:
Interest rate contracts	—			—			—
Derivatives: Non-qualifying for hedge accounting(2)
Interest rate contracts	(18.9		)	(58.3		)	(61.4		)
Foreign exchange contracts	6.9			(0.7		)	7.4
Equity contracts	2.0			(0.5		)	0.5
Credit contracts	11.3			(4.8		)	8.9
Managed custody guarantees	1.1			1.1			4.1
Embedded derivatives:
Within fixed maturity investments(2)	(5.5		)	4.9			8.0
Within annuity products(2)	119.3			(217.2		)	5.2
Total	$	116.2		$	(275.5	)	$	(27.3	)

⁽¹⁾ Changes in value for effective fair value hedges are recorded in Other net realized capital gains (losses). Changes in fair value upon disposal for effective cash flow hedges are recorded in Other net realized capital gains (losses) in the Consolidated Statements of Operations. For the years ended December 31, 2012, 2011 and 2010, ineffective amounts are deemed to be immaterial.

⁽²⁾ Changes in value are included in Other net realized capital gains (losses) in the Consolidated Statements of Operations.

Credit Default Swaps

The Company has entered into various credit default swaps. When credit default swaps are sold, the Company assumes credit exposure to certain assets that it does not own. Credit default swaps may also be purchased to reduce credit exposure in the

C-44

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Company’s portfolio. Credit default swaps involve a transfer of credit risk from one party to another in exchange for periodic payments. These instruments are typically written for a maturity period of five years and do not contain recourse provisions, which would enable the seller to recover from third parties. The Company has International Swaps and Derivatives Association, Inc. ("ISDA") agreements with each counterparty with which it conducts business and tracks the collateral positions for each counterparty. To the extent cash collateral is received, it is included in Payables under securities loan agreements, including collateral held, on the Consolidated Balance Sheets and is reinvested in short-term investments. Collateral held is used in accordance with the Credit Support Annex ("CSA") to satisfy any obligations. Investment grade bonds owned by the Company are the source of noncash collateral posted, which is reported in Securities pledged on the Consolidated Balance Sheets. In the event of a default on the underlying credit exposure, the Company will either receive an additional payment (purchased credit protection) or will be required to make an additional payment (sold credit protection) equal to par value minus recovery value of the swap contract. As of December 31, 2012, the fair value of credit default swaps of $3.6 were included in Derivatives assets and there were no credit default swaps included in Derivatives liabilities, on the Consolidated Balance Sheets. As of December 31, 2011, the fair value of credit default swaps of $2.6 and $21.2 were included in Derivatives assets and Derivatives liabilities, respectively, on the Consolidated Balance Sheets. As of December 31, 2012 and 2011, the maximum potential future exposure to the Company on the sale of credit default swaps was $329.0 and $518.3, respectively.

4.    Fair Value Measurements

Fair Value Measurement

The Company categorizes its financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the Consolidated Balance Sheets are categorized as follows:

• Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market. The Company defines an active market as a market in which transactions take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

• Level 2 - Quoted prices in markets that are not active or valuation techniques that require inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 2 inputs include the following:

a) Quoted prices for similar assets or liabilities in active markets;

b) Quoted prices for identical or similar assets or liabilities in non-active markets;

c) Inputs other than quoted market prices that are observable; and

d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

• Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability.

When available, the estimated fair value of financial instruments is based on quoted prices in active markets that are readily and regularly obtainable. When quoted prices in active markets are not available, the determination of estimated fair value is based on market standard valuation methodologies, including discounted cash flow methodologies, matrix pricing, or other similar techniques.

C-45

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(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, 2012:

	2012
	Level 1		Level 2		Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	1,093.4	$	53.2	$	—	$	1,146.6
U.S. government agencies and authorities	—		397.0		—		397.0
U.S. corporate, state and municipalities	—		10,512.8		154.6		10,667.4
Foreign(1)	—		5,527.4		24.6		5,552.0
Residential mortgage-backed securities	—		2,348.4		9.1		2,357.5
Commercial mortgage-backed securities	—		839.1		—		839.1
Other asset-backed securities	—		462.4		33.2		495.6
Total fixed maturities, including securities pledged	1,093.4		20,140.3		221.5		21,455.2
Equity securities, available-for-sale	125.8		—		17.0		142.8
Derivatives:
Interest rate contracts	—		508.3		—		508.3
Foreign exchange contracts	—		0.4		—		0.4
Equity contracts	0.4		—		—		0.4
Credit contracts	—		3.6		—		3.6
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	1,229.3		—		—		1,229.3
Assets held in separate accounts	47,916.5		5,722.5		16.3		53,655.3
Total assets	$	50,365.4	$	26,375.1	$	254.8	$	76,995.3
Liabilities:
Product guarantees:
Stabilizer and MCGs	$	—	$	—	$	102.0	$	102.0
FIA	—		—		20.4		20.4
Derivatives:
Interest rate contracts	0.7		327.8		—		328.5
Foreign exchange contracts	—		18.3		—		18.3
Credit contracts	—		—		—		—
Total liabilities	$	0.7	$	346.1	$	122.4	$	469.2

⁽¹⁾ Primarily U.S. dollar denominated.

C-46

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(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, 2011:

	2011
	Level 1		Level 2		Level 3		Total
Assets:
Fixed maturities, including securities pledged:
U.S. Treasuries	$	1,180.3	$	51.3	$	—	$	1,231.6
U.S. government agencies and authorities	—		410.7		—		410.7
U.S. corporate, state and municipalities	—		8,883.5		129.1		9,012.6
Foreign(1)	—		4,937.0		51.1		4,988.1
Residential mortgage-backed securities	—		2,206.1		41.0		2,247.1
Commercial mortgage-backed securities	—		911.3		—		911.3
Other asset-backed securities	—		411.1		27.7		438.8
Total fixed maturities, including securities pledged	1,180.3		17,811.0		248.9		19,240.2
Equity securities, available-for-sale	125.9		—		19.0		144.9
Derivatives:
Interest rate contracts	5.7		437.6		—		443.3
Foreign exchange contracts	—		0.7		—		0.7
Credit contracts	—		2.6		—		2.6
Cash and cash equivalents, short-term investments and short-term investments under securities loan agreements	953.9		4.8		—		958.7
Assets held in separate accounts	40,556.8		4,722.3		16.1		45,295.2
Total assets	$	42,822.6	$	22,979.0	$	284.0	$	66,085.6
Liabilities:
Product guarantees:
Stabilizers and MCGs	$	—	$	—	$	221.0	$	221.0
FIA	—		—		16.3		16.3
Derivatives:
Interest rate contracts	—		306.4		—		306.4
Foreign exchange contracts	—		32.4		—		32.4
Credit contracts	—		8.6		12.6		21.2
Total liabilities	$	—	$	347.4	$	249.9	$	597.3

⁽¹⁾ Primarily U.S. dollar denominated.

Valuation of Financial Assets and Liabilities at Fair Value

Certain assets and liabilities are measured at estimated fair value on the Company’s Consolidated Balance Sheets. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The exit price and the transaction (or entry) price will be the same at initial recognition in many circumstances. However, in certain cases, the transaction price may not represent fair value. The fair value of a liability is based on the amount that would be paid to transfer a liability to a third-party with an equal credit standing. Fair value is required to be a market-based measurement which is determined based on a hypothetical transaction at the measurement date, from a market participant’s perspective. The Company considers three broad valuation techniques when a quoted price is unavailable: (i) the market approach, (ii) the income approach and (iii) the cost approach. The Company determines the most appropriate valuation technique to use, given the instrument being measured and the availability of sufficient inputs. The Company prioritizes the inputs to fair valuation techniques and allows for the use of unobservable inputs to the extent that observable inputs are not available.

C-47

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company utilizes a number of valuation methodologies to determine the fair values of its financial assets and liabilities in conformity with the concepts of "exit price" and the fair value hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third party commercial pricing services, brokers and industry-standard, vendor-provided software that models the value based on market observable inputs. The valuations obtained from third-party commercial pricing services are non-binding. The Company reviews the assumptions and inputs used by third-party commercial pricing services for each reporting period in order to determine an appropriate fair value hierarchy level. The documentation and analysis obtained from third-party commercial pricing services are reviewed by the Company, including in-depth validation procedures confirming the observability of inputs. The valuations are reviewed and validated monthly through the internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades, or monitoring of trading volumes.

The following valuation methods and assumptions were used by the Company in estimating the reported values for the investments and derivatives described below:

Fixed maturities: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices and are classified as Level 1 assets.  Assets in this category would primarily include certain U.S. Treasury securities. The fair values for marketable bonds without an active market are obtained through several commercial pricing services which provide the estimated fair values and are classified as Level 2 assets. These services incorporate a variety of market observable information in their valuation techniques, including benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference data.This category includes U.S. and foreign corporate bonds, ABS, U.S. agency and government guaranteed securities, CMBS and RMBS, including certain CMO assets.

Generally, the Company does not obtain more than one vendor price from pricing services per instrument. The Company uses a hierarchy process in which prices are obtained from a primary vendor and, if that vendor is unable to provide the price, the next vendor in the hierarchy is contacted until a price is obtained or it is determined that a price cannot be obtained from a commercial pricing service. When a price cannot be obtained from a commercial pricing service, independent broker quotes are solicited.  Securities priced using independent broker quotes are classified as Level 3.

Broker quotes and prices obtained from pricing services are reviewed and validated through an internal valuation committee price variance review, comparisons to internal pricing models, back testing to recent trades, or monitoring of trading volumes. As of December 31, 2012, $175.5 and $16.7 billion of a total fair value of $21.5 billion in fixed maturities, including securities pledged, were valued using unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively and verified through the review process. The remaining balance in fixed maturities consisted primarily of privately placed bonds valued using a matrix-based pricing. As of December 31, 2011, $194.9 and $14.8 billion of a total of $19.2 billion in fixed maturities, including securities pledged, were valued using unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively, and verified through the review process. The remaining balance in fixed maturities consisted primarily of privately placed bonds valued using a matrix-based pricing model.

All prices and broker quotes obtained go through the review process described above including valuations for which only one broker quote is obtained.  After review, for those instruments where the price is determined to be appropriate, the unadjusted price provided is used for financial statement valuation. If it is determined that the price is questionable, another price may be requested from a different vendor. The internal valuation committee then reviews all prices for the instrument again, along with information from the review, to determine which price best represents "exit price" for the instrument.

Fair values of privately placed bonds are determined primarily using a matrix-based pricing model and are generally classified as Level 2 assets.  The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer and cash flow characteristics of the security.  Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees and the Company’s evaluation of the borrower’s ability to compete in its relevant market.  Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based upon quoted market price and are classified as Level 1 assets. Other equity securities, typically private equities or equity securities not traded on an exchange, are valued by other sources such as analytics or brokers and are classified as Level 2 or Level 3 assets.

C-48

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Derivatives: Derivatives are carried at fair value, which is determined using the Company’s derivative accounting system in conjunction with observable key financial data from third party sources, such as yield curves, exchange rates, S&P 500 Index prices, London Interbank Offered Rates ("LIBOR") and Overnight Index Swap ("OIS") rates. In June 2012, the Company began using OIS rather than LIBOR for valuations of collateralized interest rate derivatives, which are obtained from third-party sources. For those derivatives that are unable to be valued by the accounting system, the Company typically utilizes values established by third-party brokers. Counterparty credit risk is considered and incorporated in the Company’s valuation process through counterparty credit rating requirements and monitoring of overall exposure.  It is the Company’s policy to transact only with investment grade counterparties with a credit rating of A- or better. The Company’s nonperformance risk is also considered and incorporated in the Company’s valuation process. Valuations for the Company’s futures and interest rate forward contracts are based on unadjusted quoted prices from an active exchange and, therefore, are classified as Level 1. The Company also has certain credit default swaps and options that are priced using models that primarily use market observable inputs, but contain inputs that are not observable to market participants, which have been classified as Level 3.  However, all other derivative instruments are valued based on market observable inputs and are classified as Level 2.

The Company has entered into a number of options as hedges on its FIA liabilities. The maximum exposure is the current value of the option. The payoff of these contracts depends on market conditions during the lifetime of the option. The fair value measurement of options is highly sensitive to implied equity and interest rate volatility and the market reflects a considerable variance in broker quotes. The Company uses a third-party vendor to determine the market value of these options.

Cash and cash equivalents, Short-term investments and Short-term investments under securities loan agreement: The carrying amounts for cash reflect the assets' fair values. The fair value for cash equivalents and most short-term investments are determined based on quoted market prices. These assets are classified as Level 1. Other short-term investments are valued and classified in the fair value hierarchy consistent with the policies described herein, depending on investment type.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values of the underlying investments in the separate accounts.  The underlying investments include mutual funds, short-term investments and cash, the valuations of which are based upon a quoted market price and are included in Level 1.  Fixed maturity valuations are obtained from third-party commercial pricing services and brokers and are classified in the fair value hierarchy consistent with the policy described above for fixed maturities.

Product guarantees: The Company records an embedded derivative liability for its FIA contracts for interest payments to contract holders above the minimum guaranteed interest rate. The guarantee is treated as an embedded derivative and is required to be accounted for separately from the host contract. The fair value of the obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by market implied assumptions. These derivatives are classified as Level 3 liabilities in the fair value hierarchy.

The Company records reserves for Stabilizer and MCG contracts containing guaranteed credited rates in accordance with U.S. GAAP for derivative instruments and hedging activities. The guarantee is treated as an embedded derivative or a stand-alone derivative (depending on the underlying product) and is required to be reported at fair value. The estimated fair value is determined based on the present value of projected future claims, minus the present value of future guaranteed premiums. At inception of the contract, the Company projects a guaranteed premium to be equal to the present value of the projected future claims. The income associated with the contracts is projected using relevant actuarial and capital market assumptions, including benefits and related contract charges, over the anticipated life of the related contracts. The cash flow estimates are produced by using stochastic techniques under a variety of risk neutral scenarios and other market implied assumptions. These derivatives are classified as Level 3 liabilities.

The discount rate used to determine the fair value of the embedded derivatives and stand-alone derivative associated with the Company's product guarantees includes an adjustment to reflect the risk that these obligations will not be fulfilled ("nonperformance risk"). Through June 30, 2012, the Company's nonperformance risk adjustment was based on the credit default swap spreads of ING Insurance, the Company's indirect parent company, with similar term to maturity and priority of payment. The ING Insurance credit default spread was applied to the risk-free swap curve in the Company's valuation models for these product guarantees. As a result of the availability of ING U.S., Inc.'s market observable data following the issuance of its long-term debt on July 13, 2012, the Company changed its estimate of nonperformance risk to incorporate a blend of observable, similarly rated peer company

C-49

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

credit default swap spreads, adjusted to reflect the Company's own credit quality as well as an adjustment to reflect the priority of policyholder claims.

The Company's valuation actuaries are responsible for the policies and procedures for valuing the embedded derivatives, reflecting the capital markets and actuarial valuation inputs and nonperformance risk in the estimate of the fair value of the embedded derivatives. The actuarial and capital market assumptions for each liability are approved by each product's Chief Risk Officer ("CRO"), including an independent annual review by the U.S. CRO. Models used to value the embedded derivatives must comply with the Company's governance policies.

Quarterly, an attribution analysis is performed to quantify changes in fair value measurements and a sensitivity analysis is used to analyze the changes. The changes in fair value measurements are also compared to corresponding movements in the hedge target to assess the validity of the attributions. The results of the attribution analysis are reviewed by the valuation actuaries, responsible CFOs, Controllers, CROs and/or others as nominated by management.

Transfers in and out of Level 1 and 2

There were no securities transferred between Level 1 and Level 2 for the years ended December 31, 2012 and 2011.  The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.

Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement (i.e., Level 3 as defined by ASC Topic 820), including but not limited to liquidity spreads for investments within markets deemed not currently active. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability. In addition, the Company has determined, for certain financial instruments, an active market is such a significant input to determine fair value that the presence of an inactive market may lead to classification in Level 3. In light of the methodologies employed to obtain the fair values of financial assets and liabilities classified as Level 3, additional information is presented below.

C-50

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities and transfers in and out of Level 3 for the year ended December 31, 2012:

	Year Ended December 31, 2012
	Fair Value as of July 1			Total Realized/Unrealized Gains (Losses) Included in:						Purchases			Issuances		Sales			Settlements			Transfers in to Level 3(2)		Transfers out of Level 3(2)			Fair Value as of September 30			Change in Unrealized Gains (Losses) Included in Earnings(3)
				Net Income			OCI
Fixed maturities, including securities pledged:
U.S. corporate, state and municipalities	$	129.1		$	(0.3	)	$	(1.4	)	$	0.4		$	—	$	—		$	(7.9	)	$	38.3	$	(3.6	)	$	154.6		$	(0.4	)
Foreign	51.1			0.9			(4.2		)	—			—		(5.7		)	(12.5		)	20.7		(25.7		)	24.6			—
Residential mortgage-backed securities	41.0			0.7			2.7			2.3			—		(6.0		)	—			—		(31.6		)	9.1			(0.1		)
Other asset-backed securities	27.7			1.1			2.5			—			—		—			(1.9		)	3.8		—			33.2			0.8
Total fixed maturities, including securities pledged	248.9			2.4			(0.4		)	2.7			—		(11.7		)	(22.3		)	62.8		(60.9		)	221.5			0.3
Equity securities, available-for-sale	19.0			(0.2		)	(0.2		)	0.8			—		(2.4		)	—			0.3		(0.3		)	17.0			(0.5		)
Derivatives, net	(12.6		)	(1.8		)	—			—			—		—			14.4			—		—			—			—
Product guarantees:
Stabilizer and MCGs(1)	(221.0		)	124.5			—			(5.5		)	—		—			—			—		—			(102.0		)	—
FIA(1)	(16.3		)	(4.1		)	—			—			—		—			—			—		—			(20.4		)	—
Separate Accounts(4)	16.1			0.3			—			16.3			—		(8.3		)	—			—		(8.1		)	16.3			0.6
(1) All gains and losses on Level 3 are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Other net realized capital gains (losses) in the Consolidated Statements of Operations.
(2) The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
(3) For financial instruments still held as of December 31, amounts are included in Net investment income and Other net realized capital gains (losses) in the Consolidated Statements of Operations.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income (loss) for separate account assets are offset by an equal amount for separate account liabilities, which result in a net zero impact on net income (loss) for the Company.

C-51

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the change in fair value of the Company’s Level 3 assets and liabilities and transfers in and out of Level 3 for the year ended December 31, 2011:

	Year Ended December 31, 2011
	Fair Value as of July 1			Total Realized/Unrealized Gains (Losses) Included in:					Purchases			Issuances		Sales			Settlements			Transfers in to Level 3(2)		Transfers out of Level 3(2)			Fair Value as of September 30			Change in Unrealized Gains (Losses) Included in Earnings(3)
				Net Income			OCI
Fixed maturities, including securities pledged:
U.S. corporate, state and municipalities	$	11.2		$	(0.3	)	$	6.7	$	19.0		$	—	$	—		$	(43.3	)	$	135.8	$	—		$	129.1		$	(0.3	)
Foreign	11.4			0.5			—		30.9			—		(19.7		)	(1.5		)	29.9		(0.4		)	51.1			(0.8		)
Residential mortgage-backed securities	254.7			(3.0		)	1.7		57.1			—		(38.5		)	(8.1		)	5.3		(228.2		)	41.0			(0.9		)
Other asset-backed securities	247.7			(26.8		)	15.8		—			—		(119.7		)	(8.7		)	—		(80.6		)	27.7			(3.5		)
Total fixed maturities, including securities pledged	525.0			(29.6		)	24.2		107.0			—		(177.9		)	(61.6		)	171.0		(309.2		)	248.9			(5.5		)
Equity securities, available-for-sale	27.7			0.1			0.1		4.3			—		(4.2		)	—			—		(9.0		)	19.0			—
Derivatives, net	(13.6		)	0.8			—		0.2			—		—			—			—		—			(12.6		)	0.6
Product guarantees:
Stabilizer and MCGs(1)	(3.0		)	(212.5		)	—		(5.5		)	—		—			—			—		—			(221.0		)	—
FIA(1)	(5.6		)	(3.6		)	—		(7.1		)	—		—			—			—		—			(16.3		)	—
Separate Accounts(4)	22.3			—			—		9.8			—		(3.4		)	—			—		(12.6		)	16.1			0.1
(1) All gains and losses on Level 3 are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately on a contract-by-contract basis. These amounts are included in Other net realized capital gains (losses) in the Consolidated Statements of Operations.
(2) The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
(3) For financial instruments still held as of December 31, amounts are included in Net investment income and Other net realized capital gains (losses) in the Consolidated Statements of Operations.
(4) The investment income and realized gains (losses) and change in unrealized gains (losses) included in net income (loss) for separate account assets are offset by an equal amount for separate account liabilities, which result in a net zero impact on net income (loss) for the Company.

C-52

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The transfers in and out of Level 3 for fixed maturities, equity securities and separate accounts for the year ended December 31, 2012 were due to the variation in inputs relied upon for valuation each quarter. Securities that are primarily valued using independent broker quotes when prices are not available from one of the commercial pricing services are reflected as transfers into Level 3. When securities are valued using more widely available information, the securities are transferred out of Level 3 and into Level 1 or 2, as appropriate.

The transfers out of Level 3 for the year ended December 31, 2011 in fixed maturities, including securities pledged, were primarily due to the Company's determination that the market for subprime RMBS securities had become active in the first quarter 2011 and to an increased utilization of vendor valuations for certain CMO assets, as opposed to the previous use of broker quotes in the second quarter of 2011. While the valuation methodology for subprime RMBS securities has not changed, the Company has concluded that the frequency of transactions in the market for subprime RMBS securities represent regularly occurring market transactions and therefore are now classified as Level 2.

Significant Unobservable Inputs

Quantitative information about the significant unobservable inputs used in the Company's Level 3 fair value measurements of its annuity product guarantees is presented in the following sections and table.

The Company's Level 3 fair value measurements of its fixed maturities, equity securities available-for-sale and equity and credit derivative contracts are primarily based on broker quotes for which the quantitative detail of the unobservable inputs is neither provided nor reasonably corroborated, thus negating the ability to perform a sensitivity analysis. The Company performs a review of broker quotes by performing a monthly price variance comparison and back tests broker quotes to recent trade prices.

Significant unobservable inputs used in the fair value measurements of FIAs include nonperformance risk and lapses. Such inputs are monitored quarterly.

The significant unobservable inputs used in the fair value measurement of the Stabilizer embedded derivatives and MCG derivative are interest rate implied volatility, nonperformance risk, lapses and policyholder deposits. Such inputs are monitored quarterly.

Following is a description of selected inputs:

Interest Rate Volatility: A term-structure model is used to approximate implied volatility for the swap rates for the Stabilizer and MCG fair value measurements. Where no implied volatility is readily available in the market, an alternative approach is based on historical volatility.

Nonperformance Risk: For the estimate of the fair value of embedded derivatives associated with the Company's product guarantees, the Company uses a blend of observable, similarly rated peer company credit default swap spreads, adjusted to reflect the credit quality of the Company as well as adjustment to reflect the priority of policyholder claims.

Actuarial Assumptions: Management regularly reviews actuarial assumptions, which are based on the Company's experience and periodically reviewed against industry standards. Industry standards and the Company experience may be limited on certain products.

The following table presents the unobservable inputs for Level 3 fair value measurements as of December 31, 2012:

	Range(1)
Unobservable Input	FIA		Stabilizer / MCG
Interest rate implied volatility	—		0% to 4.0%
Nonperformance risk	0.10% to 1.3%		0.10% to 1.3%
Actuarial Assumptions:
Lapses	0% - 10%	(2)	0% to 55%	(3)
Policyholder Deposits(4)	—		0% to 60%	(3)

C-53

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

⁽¹⁾ Represents the range of reasonable assumptions that management has used in its fair value calculations.

⁽²⁾ Lapse rates tend to be lower during the contractual surrender charge period and higher after the surrender charge period ends; the highest lapse rates occur in the year immediately after the end of the surrender charge period. We make dynamic adjustments to lower the lapse rates for contracts that are more "in the money."

⁽³⁾ Stabilizer contracts with recordkeeping agreements have different range of lapse and policyholder deposit assumptions from Stabilizer (Investment only) and MCG contracts as shown below:

	Percentage of Plans		Overall Range of Lapse Rates	Range of Lapse Rates for 85% of Plans	Overall Range of Policyholder Deposits	Range of Policyholder Deposits for 85% of Plans
Stabilizer (Investment Only) and MCG Contracts	87	%	0-30%	0-15%	0-55%	0-20%
Stabilizer with Recordkeeping Agreements	13	%	0-55%	0-25%	0-60%	0-30%
Aggregate of all plans	100	%	0-55%	0-25%	0-60%	0-30%

⁽⁴⁾ Measured as a percentage of assets under management or assets under administration.

Generally, the following will cause an increase (decrease) in the FIA embedded derivative fair value liability:

• A decrease (increase) in nonperformance risk

• A decrease (increase) in lapses

Generally, the following will cause an increase (decrease) in the MCG derivative and Stabilizer embedded derivative fair value liabilities:

• An increase (decrease) in interest rate volatility

• A decrease (increase) in nonperformance risk

• A decrease (increase) in lapses

• A decrease (increase) in policyholder deposits

The Company notes the following interrelationships:

• Generally, an increase (decrease) in interest rate volatility will increase (decrease) lapses of Stabilizer and MCG contracts due to dynamic participant behavior.

C-54

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Other Financial Instruments

The carrying values and estimated fair values of the Company’s financial instruments were as follows as of December 31, 2012 and December 31, 2011:

	2012				2011
	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets:
Fixed maturities, including securities pledged	$	21,455.2	$	21,455.2	$	19,240.2	$	19,240.2
Equity securities, available-for-sale	142.8		142.8		144.9		144.9
Mortgage loans on real estate	2,872.7		2,946.9		2,373.5		2,423.1
Loan - Dutch State obligation	—		—		417.0		421.9
Policy loans	240.9		240.9		245.9		245.9
Limited partnerships/corporations	179.6		179.6		510.6		510.6
Cash, cash equivalents, short-term investments and short-term investments under securities loan agreements	1,229.3		1,229.3		958.7		958.7
Derivatives	512.7		512.7		446.6		446.6
Notes receivable from affiliates	175.0		194.3		175.0		165.2
Assets held in separate accounts	53,655.3		53,655.3		45,295.2		45,295.2
Liabilities:
Investment contract liabilities:
Funding agreements without fixed maturities and deferred annuities(1)	20,263.4		25,156.5		18,889.8		22,212.7
Supplementary contracts, immediate annuities and other	680.0		837.3		742.9		896.2
Annuity product guarantees:
FIA	20.4		20.4		16.3		16.3
Stabilizer and MCGs	102.0		102.0		221.0		221.0
Derivatives	346.8		346.8		360.0		360.0
Long-term debt	4.9		4.9		4.9		4.9
(1) Certain amounts included in Funding agreements without fixed maturities and deferred annuities are also reflected within the Annuity product guarantees section of the table above.

The following disclosures are made in accordance with the requirements of ASC Topic 825 which requires disclosure of fair value information about financial instruments, whether or not recognized at fair value on the Consolidated Balance Sheets, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates, in many cases, could not be realized in immediate settlement of the instrument.

ASC Topic 825 excludes certain financial instruments, including insurance contracts and all nonfinancial instruments from its disclosure requirements.  Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments, which are not carried at fair value on the Consolidated Balance Sheets:

Mortgage loans on real estate: The fair values for mortgage loans on real estate are estimated on a monthly basis using discounted cash flow analyses and rates currently being offered in the marketplace for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations. Mortgage loans on real estate are classified as Level 3.

C-55

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Loan - Dutch State obligation: The fair value of the Dutch State loan obligation is estimated utilizing cash flows net of certain contract fees discounted using The Netherlands Strip Yield Curve and is classified as Level 2.

Policy loans: The fair value of policy loans is equal to the carrying value of the loans.  Policy loans are collateralized by the cash surrender value of the associated insurance contracts and are classified as Level 2.

Limited partnerships/corporations: The fair value for these investments, primarily private equity fund of funds and hedge funds, is based on actual or estimated Net Asset Value ("NAV") information as provided by the investee and are classified as Level 3.

Notes receivable from affiliates: Estimated fair value of the Company’s notes receivable from affiliates is determined primarily using a matrix-based pricing. The model considers the current level of risk-free interest rates, credit quality of the issuer and cash flow characteristics of the security model and is classified as Level 2.

Investment contract liabilities:

Funding agreements without a fixed maturity and deferred annuities: Fair value is estimated as the mean present value of stochastically modeled cash flows associated with the contract liabilities taking into account assumptions about contract holder behavior. The stochastic valuation scenario set is consistent with current market parameters and discount is taken using stochastically evolving risk-free rates in the scenarios plus an adjustment for nonperformance risk. Margins for non-financial risks associated with the contract liabilities are also included. These liabilities are classified as Level 3.

Supplementary contracts and immediate annuities: Fair value is estimated as the mean present value of the single deterministically modeled cash flows associated with the contract liabilities discounted using stochastically evolving short risk-free rates in the scenarios plus an adjustment for nonperformance risk. The valuation is consistent with current market parameters. Margins for non-financial risks associated with the contract liabilities are also included. These liabilities are classified as Level 3.

Long-term debt: Estimated fair value of the Company’s notes to affiliates is based upon discounted future cash flows using a discount rate approximating the current market rate, incorporating nonperformance risk and is classified as Level 2.

Fair value estimates are made at a specific point in time, based on available market information and judgments about various financial instruments, such as estimates of timing and amounts of future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized capital gains (losses). In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’s management of interest rate, price and liquidity risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

C-56

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

5.    Deferred Policy Acquisition Costs and Value of Business Acquired

Activity within DAC was as follows for the years ended December 31, 2012, 2011 and 2010.

	2012			2011			2010
Balance at January 1	$	334.9		$	307.6		$	355.7
Deferrals of commissions and expenses	79.1			79.8			74.7
Amortization:
Amortization	(72.1		)	(71.5		)	(40.5		)
Interest accrued(1)	31.1			31.9			29.9
Net amortization included in the Consolidated Statements of Operations	(41.0		)	(39.6		)	(10.6		)
Change in unrealized capital gains/losses on available-for-sale securities	(76.5		)	(12.9		)	(112.2		)
Balance at December 31	$	296.5		$	334.9		$	307.6

⁽¹⁾ Interest accrued at 5.0% to 7.0% during 2012, 2011 and 2010.

Activity within VOBA was as follows for the years ended December 31, 2012, 2011 and 2010.

	2012			2011			2010
Balance at January 1	$	593.6		$	864.2		$	981.2
Deferrals of commissions and expenses	8.1			8.5			17.6
Amortization:
Amortization	(152.6		)	(125.1		)	(16.0		)
Interest accrued(1)	62.5			70.5			67.8
Net amortization included in the Consolidated Statements of Operations	(90.1		)	(54.6		)	51.8
Change in unrealized capital gains/losses on available-for-sale securities	(130.2		)	(224.5		)	(186.4		)
Balance at December 31	$	381.4		$	593.6		$	864.2

⁽¹⁾ Interest accrued at 5.0% and 7.0% during 2012, 2011 and 2010

The estimated amount of VOBA amortization expense, net of interest, is $66.0, $50.7, $45.4, $42.3 and $34.9, for the years 2013, 2014, 2015, 2016 and 2017, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

6.    Additional Insurance Benefits and Minimum Guarantees

The Company calculates an additional liability for certain GMDBs and other minimum guarantees in order to recognize the expected value of these benefits in excess of the projected account balance over the accumulation period based on total expected assessments.

The Company regularly evaluates estimates used to adjust the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.

As of December 31, 2012, the account value for the separate account contracts with guaranteed minimum benefits was $35.2 billion. The additional liability recognized related to minimum guarantees was $108.1. As of December 31, 2011, the account value for the separate account contracts with guaranteed minimum benefits was $32.1 billion. The additional liability recognized related to minimum guarantees was $226.4.

C-57

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The aggregate fair value of equity securities, including mutual funds, supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of December 31, 2012 and 2011, was $9.3 billion and $7.9 billion, respectively.

7.    Reinsurance

At December 31, 2012, the Company had reinsurance treaties with 6 unaffiliated reinsurers covering a significant portion of the mortality risks and guaranteed death benefits under its variable contracts.  As of December 31, 2012, the Company had one outstanding cession and a reinsurance treaty with its affiliate, Security Life of Denver International Limited ("SLDI"), to manage the reserve and capital requirements in connection with a portion of its deferred annuities business. The agreement is accounted for under the deposit method of accounting.

On October 1, 1998, the Company disposed of its individual life insurance business under an indemnity reinsurance arrangement with a subsidiary of Lincoln for $1.0 billion in cash.  Under the agreement, the Lincoln subsidiary contractually assumed from the Company certain policyholder liabilities and obligations, although the Company remains obligated to contract owners.  The Lincoln subsidiary established a trust to secure its obligations to the Company under the reinsurance transaction.

The Company assumed $25.0 of premium revenue from Aetna Life for the purchase and administration of a life contingent single premium variable payout annuity contract. In addition, the Company is also responsible for administering fixed annuity payments that are made to annuitants receiving variable payments. Reserves of $10.1 and $10.3 were maintained for this contract as of December 31, 2012 and 2011, respectively.

Reinsurance ceded in force for life mortality risks were $15.1 billion and $16.2 billion at December 31, 2012 and 2011, respectively. At December 31, 2012 and 2011, net receivables were comprised of the following:

	2012			2011
Claims recoverable from reinsurers	$	2,153.8		$	2,276.3
Reinsured amounts due to reinsurers	(0.3		)	(0.3		)
Other	0.2			0.3
Total	$	2,153.7		$	2,276.3

Premiums were reduced by the following amounts for reinsurance ceded for the years ended December 31, 2012, 2011 and 2010.

	2012			2011			2010
Premiums:
Direct premiums	$	36.2		$	34.0		$	67.6
Reinsurance assumed	—			0.1			—
Reinsurance ceded	(0.2		)	(0.2		)	(0.3		)
Net premiums	$	36.0		$	33.9		$	67.3

8.    Capital Contributions, Dividends and Statutory Information

ILIAC's ability to pay dividends to its parent is subject to the prior approval of insurance regulatory authorities of the State of Connecticut for payment of any dividend, which, when combined with other dividends paid within the preceding twelve months, exceeds the greater of (1) ten percent (10.0%) of ILIAC's earned statutory surplus at the prior year end or (2) ILIAC's prior year statutory net gain from operations. Connecticut law also prohibits a Connecticut insurer from declaring or paying a dividend except out of its earned surplus unless prior insurance regulatory approval is obtained.

C-58

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

During the year ended December 31, 2012, ILIAC did not receive any capital contributions from its Parent. During the year ended December 31, 2011, ILIAC received capital contributions of $201.0 in the aggregate from its Parent. During the year ended December 31, 2010, ILIAC did not receive any capital contributions from its Parent.

During the year ended December 31, 2012, following receipt of required approval from the State of Connecticut Insurance Department (the "Department"), ILIAC paid a cash distribution of $340.0 to its Parent. During the year ended December 31, 2011, ILIAC did not pay a dividend or distribution on its common stock to its Parent. During the year ended December 31, 2010, ILIAC paid a $203.0 dividend on its common stock to its Parent. On October 15, 2012, December 22, 2011 and October 30, 2010, IFA paid a $90.0, $65.0 and $60.0 dividend, respectively, to ILIAC, its parent, which was eliminated in consolidation. On December 21, 2012, DSL paid a $15.0 dividend to ILIAC, its parent, which was eliminated in consolidation.

The Department recognizes as net income and capital and surplus those amounts determined in conformity with statutory accounting practices prescribed or permitted by the Department, which differ in certain respects from accounting principles generally accepted in the United States. Statutory net income (loss) was $261.6, $194.4 and $66.0, for the years ended December 31, 2012, 2011 and 2010, respectively. Statutory capital and surplus was $1.9 billion as of December 31, 2012 and 2011.

The Company is subject to minimum risk-based capital (“RBC”) requirements established by the Department. The formulas for determining the amount of RBC specify various weighting factors that are applied to financial balances or various levels of activity based on the perceived degree of risk. Regulatory compliance is determined by a ratio of total adjusted capital ("TAC"), as defined by the NAIC, to authorized control level RBC, as defined by the NAIC. The Company exceeded the minimum RBC requirements that would require any regulatory or corrective action for all periods presented herein.

The Company is required to prepare statutory financial statements in accordance with statutory accounting practices prescribed or permitted by the Department. Such statutory accounting practices primarily differ from U.S. GAAP by charging policy acquisition costs to expense as incurred, establishing future policy benefit liabilities and contract owner account balances using different actuarial assumptions as well as valuing investments and certain assets and accounting for deferred taxes on a different basis. Certain assets that are not admitted under statutory accounting principles are charged directly to surplus. Depending on the regulations of the Department, the entire amount or a portion of an insurance company's asset balance can be non-admitted based on the specific rules regarding admissibility.

9.    Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of AOCI as of December 31, 2012, 2011 and 2010.

	2012			2011			2010
Fixed maturities, net of OTTI	$	2,190.9		$	1,518.7		$	933.8
Equity securities, available-for-sale	13.5			13.1			21.0
Derivatives	215.2			173.7			0.5
DAC/VOBA and sales inducements adjustments on available-for-sale securities	(810.6		)	(603.6		)	(362.4		)
Premium deficiency reserve adjustment	(152.6		)	(64.8		)	(61.0		)
Other investments	—			—			0.1
Unrealized capital gains (losses), before tax	1,456.4			1,037.1			532.0
Deferred income tax asset (liability)	(444.6		)	(302.3		)	(149.3		)
Unrealized capital gains (losses), after tax	1,011.8			734.8			382.7
Pension and other post-employment benefits liability, net of tax	11.2			12.7			7.8
AOCI	$	1,023.0		$	747.5		$	390.5

C-59

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Changes in AOCI, net of DAC, VOBA and tax, related to changes in unrealized capital gains (losses) on securities, including securities pledged, were as follows for the years ended December 31, 2012, 2011 and 2010.

	2012			2011			2010
Fixed maturities	$	661.6		563.6			813.1
Equity securities, available-for-sale	0.4			(7.9		)	8.2
Derivatives	41.5			173.2			0.5
DAC/VOBA and sales inducement adjustment on available-for-sale securities	(207.0		)	(241.2		)	(295.3		)
Premium deficiency reserve adjustment	(87.8		)	(3.8		)	(61.0		)
Other investments	—			(0.1		)	0.1
Change in unrealized gains/losses on securities, before tax	408.7			483.8			465.6
Deferred income tax asset/liability	(138.6		)	(145.5		)	(82.2		)
Change in unrealized gains/losses on securities, after tax	270.1			338.3			383.4
Change in OTTI, before tax	10.6			21.3			(12.7		)
Deferred income tax asset/liability	(3.7		)	(7.5		)	4.4
Change in OTTI, after tax	6.9			13.8			(8.3		)
Pension and other post-employment benefit liability, before tax	(2.2		)	7.6			(1.4		)
Deferred income tax asset/liability	0.7			(2.7		)	0.5
Pension and other post-employment benefit liability, after tax	(1.5		)	4.9			(0.9		)
Net change in AOCI, after tax	$	275.5		$	357.0		$	374.2

Changes in unrealized capital gains/losses on securities, including securities pledged and noncredit impairments, as recognized in AOCI, reported net of DAC, VOBA and income taxes, were as follows for the years ended December 31, 2012, 2011 and 2010.

	2012		2011		2010
Net unrealized capital gains/losses arising during the year(1)	$	320.6	$	408.8	$	335.6
Less: reclassification adjustment for gains (losses) and other items included in Net income (loss)(2)	43.6		78.7		29.2
Change in deferred tax valuation allowance	—		22.0		68.7
Net change in unrealized capital gains/losses on securities	$	277.0	$	352.1	$	375.1

⁽¹⁾ Pretax net unrealized capital gains/losses arising during the period were $485.4, $625.1 and $495.7 for the years ended December 31, 2012, 2011 and 2010, respectively.

⁽²⁾ Pretax reclassification adjustments for gains (losses) and other items included in Net income (loss) were $66.1, $120.0 and $42.8 for the years ended December 31, 2012, 2011 and 2010, respectively.

C-60

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

10.    Income Taxes

Income tax expense (benefit) consisted of the following for the years ended December 31, 2012, 2011 and 2010.

	2012			2011			2010
Current tax expense (benefit):
Federal	$	200.9		$	60.3		$	73.2
Total current tax expense (benefit)	200.9			60.3			73.2
Deferred tax expense (benefit):
Federal	(9.7		)	(65.3		)	35.8
Total deferred tax expense (benefit)	(9.7		)	(65.3		)	35.8
Total income tax expense (benefit)	$	191.2		$	(5.0	)	$	109.0

Income taxes were different from the amount computed by applying the federal income tax rate to income (loss) before income taxes for the following reasons for the years ended December 31, 2012, 2011 and 2010:

	2012			2011			2010
Income (loss) before income taxes	$	516.6		$	315.3		$	486.9
Tax rate	35.0		%	35.0		%	35.0		%
Income tax expense (benefit) at federal statutory rate	180.8			110.4			170.4
Tax effect of:
Dividends received deduction	(18.6		)	(37.0		)	(23.3		)
Valuation allowance	—			(87.0		)	(13.7		)
IRS audit adjustment	(0.3		)	3.7			(26.8		)
Prior year tax	28.1			—			—
State tax expense (benefit)	—			—			0.6
Other	1.2			4.9			1.8
Income tax expense (benefit)	$	191.2		$	(5.0	)	$	109.0

Based on its 2011 tax return as filed, the Company decreased its estimated deferred tax assets by $28.1.

C-61

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax liabilities as of December 31, 2012 and 2011, are presented below.

	2012			2011
Deferred tax assets:
Insurance reserves	$	255.4		$	269.6
Investments	87.5			89.2
Postemployment benefits	50.6			97.1
Compensation and benefits	44.4			22.9
Other assets	24.5			22.5
Total gross assets before valuation allowance	462.4			501.3
Less: Valuation allowance	11.1			11.1
Assets, net of valuation allowance	451.3			490.2
Deferred tax liabilities:
Net unrealized investment (gains) losses	(482.4		)	(357.5		)
Deferred policy acquisition costs	(143.8		)	(127.0		)
Value of business acquired	(332.2		)	(360.9		)
Total gross liabilities	(958.4		)	(845.4		)
Net deferred income tax liability	$	(507.1	)	$	(355.2	)

Net unrealized capital losses are presented as a component of other comprehensive income (loss) in Shareholder's equity, net of deferred taxes.

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be realized. As of December 31, 2012 and 2011, the Company had a tax valuation allowance of $62.8 that was allocated to Net income (loss) and $(51.7) that was allocated to Other comprehensive income. As of December 31, 2012 and 2011, the Company had a full valuation allowance of $11.1 related to foreign tax credits, the benefit of which is uncertain.

Tax Sharing Agreement

The Company had a payable to ING U.S., Inc. of $32.1 and $1.3 for federal income taxes as of December 31, 2012 and 2011, respectively, for federal income taxes under the intercompany tax sharing agreement.

The results of the Company's operations are included in the consolidated tax return of ING U.S., Inc. Generally, the Company's consolidated financial statements recognize the current and deferred income tax consequences that result from the Company's activities during the current and preceding periods pursuant to the provisions of Income Taxes (ASC 740) as if the Company were a separate taxpayer rather than a member of ING U.S., Inc.'s consolidated income tax return group with the exception of any net operating loss carryforwards and capital loss carryforwards, which are recorded pursuant to the tax sharing agreement. The Company's tax sharing agreement with ING U.S., Inc. states that for each taxable year prior to January 1, 2013 during which the Company is included in a consolidated federal income tax return with ING U.S., Inc., ING U.S., Inc. will pay to the Company an amount equal to the tax benefit of the Company's net operating loss carryforwards and capital loss carryforwards generated in such year, without regard to whether such net operating loss carryforwards and capital loss carryforwards are actually utilized in the reduction of the consolidated federal income tax liability for any consolidated taxable year.

Effective January 1, 2013, the Company entered into a new tax sharing agreement with ING U.S., Inc. which provides that, for 2013 and subsequent years, ING U.S., Inc. will pay the Company for the tax benefits of ordinary and capital losses only in the event that the consolidated tax group actually uses the tax benefits of losses generated.

C-62

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Unrecognized Tax Benefits

Reconciliations of the change in the unrecognized income tax benefits for the years ended December 31, 2012 and 2011 are as follows:

	2012		2011
Balance at beginning of period	$	—	$	23.0
Additions for tax positions related to prior years	—		4.5
Reductions for tax positions related to prior years	—		(4.5		)
Reductions for settlements with taxing authorities	—		(23.0		)
Balance at end of period	$	—	$	—

The Company had no unrecognized tax benefits as of December 31, 2012 and 2011 which would affect the Company's effective tax rate if recognized.

Interest and Penalties

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in Current income taxes and Income tax expense on the Consolidated Balance Sheets and the Consolidated Statements of Operations, respectively. The Company had no accrued interest as of December 31, 2012 and 2011.

Tax Regulatory Matters

In March 2012, the Internal Revenue Service ("IRS") completed its examination of the Company's return for tax year 2010. The 2010 audit settlement did not have a material impact on the financial statements.

The Company is currently under audit by the IRS for tax years 2011 through 2012 and it is expected that the examination of tax year 2011 will be finalized within the next twelve months. The Company and the IRS have agreed to participate in the Compliance Assurance Program ("CAP") for tax years 2011, 2012 and 2013.

11.    Benefit Plans

Defined Benefit Plan

ING North America Insurance Corporation ("ING North America") sponsors the ING Americas Retirement Plan (the "Retirement Plan"), effective as of December 31, 2001. Substantially all employees of ING North America and its affiliates (excluding certain employees) are eligible to participate, including the Company’s employees other than Company agents. ING North America filed a request for a determination letter on the qualified status of the Retirement Plan, but has not yet received a favorable determination letter.

Beginning January 1, 2012, the Retirement Plan implemented a cash balance pension formula instead of a final average pay ("FAP") formula, allowing all eligible employees to participate in the Retirement Plan. Participants will earn an annual credit equal to 4% of eligible pay. Interest is credited monthly based on a 30-year U.S. Treasury securities bond rate published by the Internal Revenue Service in the preceding August of each year. The accrued vested cash balance benefit is portable; participants can take it when they leave the Company’s employ. For participants in the Retirement Plan as of December 31, 2011, there will be a two-year transition period from the Retirement Plan’s current FAP formula to the cash balance pension formula. Due to ASC Topic 715 requirements, the accounting impact of the change in the Retirement Plan was recognized upon Board approval November 10, 2011. This change had no material impact on the Consolidated Financial Statements.

The Retirement Plan is a tax-qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation ("PBGC"). As of January 1, 2002, each participant in the Retirement Plan earns a benefit under a FAP formula. Subsequent to December 31, 2001, ING North America is responsible for all Retirement

C-63

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Plan liabilities. The costs allocated to the Company for its employees’ participation in the Retirement Plan were $19.1, $24.6 and $27.2 for the years ended December 31, 2012, 2011 and 2010, respectively and are included in Operating expenses in the Consolidated Statements of Operations.

Defined Contribution Plan

ING North America sponsors the ING Americas Savings Plan and ESOP (the "Savings Plan"). Substantially all employees of ING North America and its affiliates (excluding certain employees, including but not limited to Career Agents) are eligible to participate, including the Company’s employees other than Company agents. Career Agents are certain, full-time insurance salespeople who have entered into a career agent agreement with the Company and certain other individuals who meet specified eligibility criteria.  The Savings Plan is a tax-qualified defined contribution retirement plan, which includes an employee stock ownership plan ("ESOP") component. The Savings Plan was most recently amended effective January 1, 2011 to permit Roth 401(k) contributions to be made to the Plan. ING North America filed a request for a determination letter on the qualified status of the Plan and received a favorable determination letter dated May 19, 2009. Savings Plan benefits are not guaranteed by the PBGC. The Savings Plan allows eligible participants to defer into the Savings Plan a specified percentage of eligible compensation on a pre-tax basis. ING North America matches such pre-tax contributions, up to a maximum of 6.0% of eligible compensation. Matching contributions are subject to a 4-year graded vesting schedule (although certain specified participants are subject to a 5-year graded vesting schedule). All contributions made to the Savings Plan are subject to certain limits imposed by applicable law. The cost allocated to the Company for the Savings Plan were $9.7, $9.8 and $10.7, for the years ended December 31, 2012, 2011 and 2010, respectively and are included in Operating expenses in the Consolidated Statements of Operations.

Non-Qualified Retirement Plans

Effective December 31, 2001, the Company, in conjunction with ING North America, offered certain eligible employees (other than Career Agents) a Supplemental Executive Retirement Plan and an Excess Plan (collectively, the "SERPs"). Benefit accruals under Aetna Financial Services SERPs ceased, effective as of December 31, 2001 and participants begin accruing benefits under ING North America SERPs.  Benefits under the SERPs are determined based on an eligible employee’s years of service and average annual compensation for the highest five years during the last ten years of employment.

Effective January 1, 2012, the Supplemental Executive Retirement Plan was amended to coordinate with the amendment of the Retirement Plan from its current final average pay formula to a cash balance formula.

The Company, in conjunction with ING North America, sponsors the Pension Plan for Certain Producers of ING Life Insurance and Annuity Company (formerly the Pension Plan for Certain Producers of Aetna Life Insurance and Annuity Company) (the "Agents Non-Qualified Plan"). This plan covers certain full-time insurance salespeople who have entered into a career agent agreement with the Company and certain other individuals who meet the eligibility criteria specified in the plan ("Career Agents"). The Agents Non-Qualified Plan was frozen effective January 1, 2002. In connection with the termination, all benefit accruals ceased and all accrued benefits were frozen.

The SERPs and Agents Non-Qualified Plan, are non-qualified defined benefit pension plans, which means all the SERPs benefits are payable from the general assets of the Company and Agents Non-Qualified Plan benefits are payable from the general assets of the Company and ING North America. These non-qualified defined benefit pension plans are not guaranteed by the PBGC.

C-64

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Obligations and Funded Status

The following table summarizes the benefit obligations, fair value of plan assets and funded status, for the SERPs and Agents Non-Qualified Plan, for the years ended December 31, 2012 and 2011.

	2012			2011
Change in benefit obligation:
Benefit obligation, January 1	$	98.7		$	96.8
Interest cost	4.4			5.0
Benefits paid	(9.3		)	(8.4		)
Actuarial gain on obligation	3.4			18.4
Plan adjustments	—			(8.8		)
Curtailments or settlements	—			(4.3		)
Benefit obligation, December 31	$	97.2		$	98.7
Fair Value of Plan Assets:
Fair value of plan assets, December 31	$	—		$	—

Amounts recognized in the Consolidated Balance Sheets consist of:

	2012			2011
Accrued benefit cost	$	(97.2	)	$	(98.7	)
Accumulated other comprehensive income:
Prior service cost	(7.3		)	(8.5		)
Net amount recognized	$	(104.5	)	$	(107.2	)

Assumptions

The weighted-average assumptions used in the measurement of the December 31, 2012 and 2011 benefit obligation for the SERPs and Agents Non-Qualified Plan, were as follows:

	2012		2011
Discount rate	4.05	%	4.75	%
Rate of compensation increase	4.00	%	4.00	%

In determining the discount rate assumption, the Company utilizes current market information provided by its plan actuaries, including a discounted cash flow analysis of the Company’s pension obligation and general movements in the current market environment. The discount rate modeling process involves selecting a portfolio of high quality, noncallable bonds that will match the cash flows of the Retirement Plan. Based upon all available information, it was determined that 4.05% was the appropriate discount rate as of December 31, 2012, to calculate the Company’s accrued benefit liability.

The weighted-average assumptions used in calculating the net pension cost were as follows:

	2012		2011		2010
Discount rate	4.75	%	5.50	%	6.00	%
Rate of increase in compensation levels	4.00	%	4.00	%	3.00	%

Since the benefit plans of the Company are unfunded, an assumption for return on plan assets is not required.

C-65

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Net Periodic Benefit Costs

Net periodic benefit costs for the SERPs and Agents Non-Qualified Plan, for the years ended December 31, 2012, 2011 and 2010, were as follows:

	2012			2011		2010
Interest cost	$	4.4		$	5.0	$	5.1
Net loss (gain)	3.4			16.0		11.5
Unrecognized past service cost recognized in the year	(1.2		)	—		0.1
The effect of any curtailment or settlement	—			2.2		—
Net periodic benefit cost	$	6.6		$	23.2	$	16.7

Cash Flows

In 2013, the employer is expected to contribute $8.6 to the SERPs and Agents Non-Qualified Plan.  Future expected benefit payments related to the SERPs and Agents Non-Qualified Plan, for the years ended December 31, 2013 through 2017 and thereafter through 2022, are estimated to be $8.6, $7.7, $6.0, $5.8, $6.0 and $30.1, respectively.

Stock Option and Share Plans

Long-term Equity Ownership Plan: Starting in 2004, ING Group began issuing options under the Long-term Equity Ownership Plan ("leo"). Under leo, participants are awarded both stock options and performance shares. Leo options are nonqualified options on ING Group shares in the form of American Depository Receipts ("ADRs"). The leo options give the recipient the right to purchase an ING Group share in the form of ADRs at a price equal to the fair market value of one ING Group share on the date of grant. The options have a ten-year term and vest three years from the grant date subject to the participant meeting the three-year service vesting condition. Upon vesting, participants generally have up to seven years in which to exercise their vested options. A shorter exercise period applies in the event of termination due to redundancy, business divestiture, voluntary termination, or termination for cause.

Leo performance shares are a contingent grant of ING Group stock and generally vest three years from the grant date, and can range from 0-200% of target based on ING's Total Shareholder Return ("TSR") relative to a peer group of global financial services companies as determined at the end of the vesting period. To vest, a participant must be actively employed on the vesting date, although immediate vesting will occur in the event of the participant's death, disability or retirement. If a participant is terminated due to redundancy or business divestiture, vesting will occur but in only a portion of the award. Unvested shares are generally subject to forfeiture when an employee voluntarily terminates employment or is terminated for cause (as defined in the leo plan document).

Long-term Sustainable Performance Plan performance shares ("LSPP") were granted on March 30, 2011 and 2012 with a three year graded vesting schedule. Participants were awarded a conditional right to receive a number of ING Group shares in the form of ADR's in the future. Awards under the LSPP vest, and shares are delivered 1/3 each of the first, second and third anniversary of the award date, provided the participants are still employed by ING. The LSPP performance shares are subject to a performance measure. The number of ADR's that would be ultimately granted at the end of each performance period is dependent upon a measure of the Company's performance over that period.

At the end of the specified performance period, the extent to which ING's performance targets have been met will determine the actual number of leo and LSPP performance shares that the participants will receive on the vesting date.

The Company was allocated from ING compensation expense for the leo options, leo performance shares and LSPP of $5.0, $5.1 and $3.4 for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company recognized tax benefits of $1.5, $0.8 and $0.7 in 2012, 2011 and 2010, respectively.

C-66

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

In addition, the Company, in conjunction with ING North America, sponsors the following benefit plans:

• The ING 401(k) Plan for ILIAC Agents, which allows participants to defer a specified percentage of eligible compensation on a pre-tax basis. Effective January 1, 2006, the Company match equals 60% of a participant’s pre-tax deferral contribution, with a maximum of 6% of the participant’s eligible pay. A request for a determination letter on the qualified status of the ING 401(k) Plan for ILIAC Agents was filed with the IRS on January 1, 2008. A favorable determination letter was received dated January 5, 2011.

• The Producers’ Incentive Savings Plan, which allows participants to defer up to a specified portion of their eligible compensation on a pre-tax basis. The Company matches such pre-tax contributions at specified amounts.

• The Producers’ Deferred Compensation Plan, which allows participants to defer up to a specified portion of their eligible compensation on a pre-tax basis.

• Certain health care and life insurance benefits for retired employees and their eligible dependents. The post retirement health care plan is contributory, with retiree contribution levels adjusted annually and the Company subsidizes a portion of the monthly per-participant premium. Beginning August 1, 2009, the Company moved from self-insuring these costs and began to use a private-fee-for-service Medicare Advantage program for post-Medicare eligible retired participants. In addition, effective October 1, 2009, the Company no longer subsidizes medical premium costs for early retirees. This change does not impact any participant currently retired and receiving coverage under the plan or any employee who is eligible for coverage under the plan and whose employment ended before October 1, 2009. The Company continues to offer access to medical coverage until retirees become eligible for Medicare. The life insurance plan provides a flat amount of noncontributory coverage and optional contributory coverage.

• The ING Americas Supplemental Executive Retirement Plan, which is a non-qualified defined benefit restoration pension plan.

• The ING Americas Deferred Compensation Savings Plan, which is a deferred compensation plan that includes a 401(k) excess component.

The benefit charges allocated to the Company related to these plans for the years ended December 31, 2012, 2011 and 2010, were $11.9, $9.9 and $11.9, respectively.

12.    Financing Agreements

Windsor Property Loan

On June 16, 2007, the State of Connecticut acting by the Department of Economic and Community Development ("DECD") loaned ILIAC $9.9 (the "DECD Loan") in connection with the development of the corporate office facility located at One Orange Way, Windsor, Connecticut that serves as the principal executive offices of the Company (the "Windsor Property"). The loan has a term of twenty years and bears an annual interest rate of 1.00%. As long as no defaults have occurred under the loan, no payments of principal or interest are due for the initial ten years of the loan. For the second ten years of the DECD Loan term, ILIAC is obligated to make monthly payments of principal and interest.

The DECD Loan provided for loan forgiveness during the first five years of the term at varying amounts up to $5.0 if ILIAC and its affiliates met certain employment thresholds at the Windsor Property during that period. On December 1, 2008, the DECD determined that the Company had met the employment thresholds for loan forgiveness and, accordingly, forgave $5.0 of the DECD Loan to ILIAC in accordance with the terms of the DECD Loan. The DECD Loan provides additional loan forgiveness at varying amounts up to $4.9 if ILIAC and its ING affiliates meet certain employment thresholds at the Windsor Property during years five through ten of the loan. ILIAC's obligations under the DECD Loan are secured by an unlimited recourse guaranty from its affiliate, ING North America Insurance Corporation. In November 2012, ILIAC provided a letter of credit to the DECD in the amount of $10.6 security for its repayment obligations with respect to the loan.

At both December 31, 2012 and 2011, the amount of the loan outstanding was $4.9, which was reflected in Long-term debt on the Consolidated Balance Sheets.

C-67

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

13.    Commitments and Contingencies

Leases

All of the Company's expenses for leased and subleased office properties are paid for by an affiliate and allocated back to the Company, as all remaining operating leases were executed by ING North America Insurance Corporation as of December 31, 2008, which resulted in the Company no longer being party to any operating leases. For the years ended December 31, 2012, 2011 and 2010, rent expense for leases was $4.9, $5.0 and $4.0, respectively.

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, commercial mortgage loans, or money market instruments, at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments.

As of December 31, 2012 and 2011, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $314.9 and $536.4, respectively.

Collateral

Under the terms of the Company’s Over-The-Counter Derivative International Swaps and Derivatives Association, Inc. Agreements ("ISDA Agreements"), the Company may receive from, or deliver to, counterparties, collateral to assure that all terms of the ISDA Agreements will be met with regard to the CSA. The terms of the CSA call for the Company to pay interest on any cash received equal to the Federal Funds rate. As of December 31, 2012 and 2011, the Company held $167.0 and $110.0 of net cash collateral, respectively, related to derivative contracts, which was included in Payables under securities loan agreement, including collateral held, on the Consolidated Balance Sheets. In addition, as of December 31, 2012 and 2011, the Company delivered collateral of $39.5 and $77.9, respectively, in fixed maturities pledged under derivatives contracts, which was included in Securities pledged on the Consolidated Balance Sheets.

Restricted Assets

The Company is required to maintain assets on deposit with various regulatory authorities to support its insurance operations. The Company may also post collateral in connection with certain securities lending, repurchase agreements, funding agreement, LOC and derivative transactions as described further in this note. The components of the fair value of the restricted assets were as follows as of December 31, 2012 and 2011:

	2012		2011
Other fixed maturities-state deposits	$	13.4	$	13.6
Securities pledged(1)	219.7		593.7
Total restricted assets	$	233.1	$	607.3

⁽¹⁾ Includes the fair value of loaned securities of $180.2 and $515.8 as of December 31, 2012 and 2011, respectively, which is included in Securities pledged on the Consolidated Balance Sheets.

Litigation and Regulatory Matters

The Company is a defendant in a number of litigation matters arising from the conduct of its business, both in the ordinary course and otherwise. In some of these matters, claimants seek to recover very large or indeterminate amounts, including compensatory, punitive, treble and exemplary damages. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages and other relief. Claimants are not always required to specify the monetary damages they seek or they may be required only to state an amount sufficient to meet a court's jurisdictional requirements. Moreover, some jurisdictions allow claimants to allege monetary damages that far exceed any reasonable possible verdict. The variability in pleading requirement and past experience demonstrates that the monetary and other relief that may be requested in a lawsuit or claim oftentimes bears

C-68

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

little relevance to the merits or potential value of a claim. Litigation against the Company includes a variety of claims including negligence, breach of contract, fraud, violation of regulation or statute, breach of fiduciary duty, negligent misrepresentation, failure to supervise, elder abuse and other torts. Due to the uncertainties of litigation, the outcome of a litigation matter and the amount or range of potential loss is difficult to forecast and a determination of potential losses requires significant management judgment.

As with other financial services companies, the Company periodically receives informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the Company or the financial services industry. It is the practice of the Company to cooperate fully in these matters. Regulatory investigations, exams, inquiries and audits could result in regulatory action against the Company. The potential outcome of such action is difficult to predict but could subject the Company to adverse consequences, including, but not limited to, settlement payments, additional payments to beneficiaries, additional escheatment of funds deemed abandoned under state laws and disgorgement of retained gains. They may also result in fines and penalties and changes to the Company's procedures for the identification and escheatment of abandoned property or the correction of processing errors and other financial liability.

It is not possible to predict the ultimate outcome or to provide reasonably possible losses or ranges of losses for all pending regulatory matters and litigation. While it is possible that an adverse outcome in certain cases could have a material adverse effect upon the Company's financial position, based on information currently known, management believes that the outcome of pending litigation and regulatory matters is not likely to have such an effect. However, given the large and indeterminate amounts sought and the inherent unpredictability of such matters, it is possible that an adverse outcome in certain of the Company's litigation or regulatory matters could, from time to time, have a material adverse effect upon the Company's results of operations or cash flows in a particular quarterly or annual period.

For some matters, the Company is able to estimate a possible range of loss. For such matters in which a loss is probable, an accrual has been made. For matters where the Company, however, believes a loss is reasonably possible, but not probable, no accrual is required to be made. Accordingly, the Company's estimate reflects both types of matters. For matters for which an accrual has been made, but there remains a reasonably possible range of loss in excess of the amounts accrued, the estimate reflects the reasonably possible range of loss in excess of the accrued amounts. For other matters included within this estimation, for which a reasonably possible but not probable range of loss exists, the estimate reflects the reasonably possible and unaccrued loss or range of loss. As of December 31, 2012, the Company estimates the aggregate range of reasonably possible losses, in excess of any amounts accrued for these matters as of such date, to be up to approximately $30.0.

For other matters, the Company is currently not able to estimate the reasonably possible loss or range of loss. It is often unable to estimate the possible loss or range of loss until developments in such matters have provided sufficient information to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from plaintiffs and other parties, investigation of factual allegations, rulings by a court on motions or appeals, analysis by experts and the progress of settlement discussions. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation and regulatory contingencies and updates the Company's accruals, disclosures and reasonably possible losses or ranges of loss based on such reviews.

Litigation against the Company includes a case styled Healthcare Strategies, Inc., Plan Administrator of the Healthcare Strategies Inc. 401(k) Plan v. ING Life Insurance and Annuity Company (U.S.D.C. D. CT, filed February 22, 2011), which has been filed by the administrator of a 401(k) ERISA Plan who claims that the Company has entered into revenue sharing agreements with mutual funds and others in violation of the prohibited transaction rules of the Employee Retirement Income Act ("ERISA"). Among other things, Claimant seeks declaratory relief and the disgorgement of all revenue sharing payments and profits earned in connection with such payments, as well as attorney's fees. On January 26, 2012, Plaintiff filed a motion requesting to be allowed to represent a class of similarly situated ERISA Plans, which the court granted on September 26, 2012. The Company denies Claimant's allegations and is vigorously defending this litigation.

The regulatory examination of the Company's policy for addressing and correcting an error that is made when processing the trade instructions of an ERISA plan or one of its participants has been resolved. Under that policy, the Company absorbs any loss and retains any gain that results from such an error correction. The resolution will not have a material impact on the Company's results of operations or financial position.

C-69

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

14.    Related Party Transactions

Operating Agreements

ILIAC has certain agreements whereby it generates revenues and expenses with affiliated entities, as follows:

▪ Investment Advisory agreement with ING Investment Management LLC ("IIM"), an affiliate, in which IIM provides asset management, administrative and accounting services for ILIAC's general account. ILIAC incurs a fee, which is paid quarterly, based on the value of the assets under management. For the years ended December 31, 2012, 2011 and 2010, expenses were incurred in the amounts of $27.0, $22.8 and $23.7, respectively.

▪ Services agreement with ING North America for administrative, management, financial and information technology services, dated January 1, 2001 and amended effective January 1, 2002. For the years ended December 31, 2012, 2011 and 2010, expenses were incurred in the amounts of $183.5, $180.6 and $209.7, respectively.

▪ Services agreement between ILIAC and its U.S. insurance company affiliates for administrative, management, financial and information technology services, dated January 1, 2001 and amended effective January 1, 2002 and December 31, 2007. For the years ended December 31, 2012, 2011 and 2010, net expenses related to the agreement were incurred in the amount of $30.8, $29.8 and $53.3, respectively.

▪ Service agreement with ING Institutional Plan Services, LLC ("IIPS") effective November 30, 2008 pursuant to which IIPS provides recordkeeper services to certain benefit plan clients of ILIAC. For the years ended December 31, 2012, 2011 and 2010, ILIAC's net earnings related to the agreement were in the amount of $7.1, $8.4 and $2.2, respectively.

▪ Intercompany agreement with IIM pursuant to which IIM agreed, effective January 1, 2010, to pay the Company, on a monthly basis, a portion of the revenues IIM earns as investment adviser to certain U.S. registered investment companies that are investment options under certain of the Company's variable insurance products. For the years ended December 31, 2012, 2011 and 2010, revenue under the IIM intercompany agreement was $26.2, $24.7 and $24.1, respectively.

Management and service contracts and all cost sharing arrangements with other affiliated companies are allocated in accordance with the Company's expense and cost allocation methods. Revenues and expenses recorded as a result of transactions and agreements with affiliates may not be the same as those incurred if the Company was not a wholly owned subsidiary of its Parent.

DSL has certain agreements whereby it generates revenues and expenses with affiliated entities, as follows:

▪ Underwriting and distribution agreements with ING USA Annuity and Life Insurance Company ("ING USA") and ReliaStar Life Insurance Company of New York ("RLNY"), affiliated companies as well as ILIAC, whereby DSL serves as the principal underwriter for variable insurance products and provides wholesale distribution services for mutual fund custodial products. In addition, DSL is authorized to enter into agreements with broker-dealers to distribute the variable insurance products and appoint representatives of the broker-dealers as agents. For the years ended December 31, 2012, 2011 and 2010, commissions were collected in the amount of $225.5, $218.3 and $220.0, respectively. Such commissions are, in turn, paid to broker-dealers.

▪ Intercompany agreements with each of ING USA, ILIAC, IIPS, ReliaStar Life Insurance Company and Security Life of Denver Insurance Company (individually, the "Contracting Party") pursuant to which DSL agreed, effective January 1, 2010, to pay the Contracting Party, on a monthly basis, a portion of the revenues DSL earns as investment adviser to certain U.S. registered investment companies that are either investment option under certain variable insurance products of the Contracting Party or are purchased for certain customers of the Contacting Party. For the years ended December 31, 2012, 2011 and 2010, expenses were incurred under these intercompany agreements in the aggregate amount of $212.3, $207.9 and $204.5, respectively.

▪ Service agreement with RLNY whereby DSL receives managerial and supervisory services and incurs a fee. For the years ended December 31, 2012, 2011 and 2010, expenses were incurred under this service agreement in the amount of $3.2, $3.2 and $3.3, respectively.

▪ Administrative and advisory services agreements with ING Investment LLC and IIM, affiliated companies, in which DSL receives certain services for a fee. The fee for these services is calculated as a percentage of average assets of ING Investors Trust. For the years ended December 31, 2012, 2011 and 2010, expenses were incurred in the amounts of $27.0, $23.3 and $19.8, respectively.

C-70

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Reinsurance Agreement

Effective, December 31, 2012, the Company entered into an automatic reinsurance agreement with its affiliate, Security Life of Denver International Limited ("SLDI") to manage the reserve and capital requirements in connection with a portion of its deferred annuities business. Under the terms of the agreement, the Company will reinsure to SLDI, on an indemnity reinsurance basis, a quota share of its liabilities on the certain contracts. The quota share percentage with respect to the contracts that are delivered or issued for delivery in the State of New York will be 90% and the quota share percentage with respect to the contracts that are delivered or issued for delivery outside of the State of New York will be 100%. This agreement is accounted for under the deposit method of accounting and had an immaterial impact to the Consolidated Balance Sheets.

Investment Advisory and Other Fees

Effective January 1, 2007, ILIAC's investment advisory agreement to serve as investment advisor to certain variable funds offered in Company products (collectively, the "Company Funds"), was assigned to DSL. ILIAC is also compensated by the separate accounts for bearing mortality and expense risks pertaining to variable life and annuity contracts. Under the insurance and annuity contracts, the separate accounts pay ILIAC daily fees that, on an annual basis are, depending on the product, up to 3.4% of their average daily net assets. The total amount of compensation and fees received by the Company from the Company Funds and separate accounts totaled $135.0, $103.2 and $246.1 (excludes fees paid to ING Investment Management Co.) in 2012, 2011 and 2010, respectively.

DSL has been retained by ING Investors Trust ("IIT"), an affiliate, pursuant to a management agreement to provide advisory, management, administrative and other services to IIT. Under the management agreement, DSL provides or arranges for the provision of all services necessary for the ordinary operations of IIT. DSL earns a monthly fee based on a percentage of average daily net assets of IIT. DSL has entered into an administrative services subcontract with ING Fund Services, LLC, an affiliate, pursuant to which ING Fund Services, LLC, provides certain management, administrative and other services to IIT and is compensated a portion of the fees received by DSL under the management agreement. In addition to being the investment advisor of the Trust, DSL is the investment advisor of ING Partners, Inc. (the "Fund"), an affiliate. DSL and the Fund have an investment advisory agreement, whereby DSL has overall responsibility to provide portfolio management services for the Fund. The Fund pays DSL a monthly fee which is based on a percentage of average daily net assets. For the years ended December 31, 2012, 2011 and 2010, revenue received by DSL under these agreements (exclusive of fees paid to affiliates) was $370.6, $323.2 and $314.3, respectively. At December 31, 2012 and 2011, DSL had $25.6 and $22.9, respectively, receivable from IIT under the management agreement.

Financing Agreements

Reciprocal Loan Agreement

The Company maintains a reciprocal loan agreement with ING U.S., Inc., an affiliate, to facilitate the handling of unanticipated short-term cash requirements that arise in the ordinary course of business. Under this agreement, which became effective in June 2001 and based upon its renewal on April 1, 2011 expires on April 1, 2016, either party can borrow from the other up to 3% of the Company’s statutory admitted assets as of the preceding December 31. Interest on any Company borrowing is charged at the rate of ING U.S., Inc.'s cost of funds for the interest period, plus 0.15%.  Interest on any ING U.S., Inc. borrowing is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration.

Under this agreement, the Company incurred an immaterial amount of interest expense for the years ended December 31, 2012, 2011 and 2010. The Company earned interest income of $0.5, $1.3 and $0.9 for the years ended December 31, 2012, 2011 and 2010, respectively. Interest expense and income are included in Interest expense and Net investment income, respectively, on the Consolidated Statements of Operations.  As of December 31, 2012, the Company did not have any outstanding receivable. As of December 31, 2011, the Company had an outstanding receivable of $648.0 from ING U.S., Inc. under the reciprocal loan agreement.

During the second quarter of 2012, ING U.S., Inc. repaid the then outstanding receivable due under the reciprocal loan agreement from the proceeds of its $5.0 billion Senior Unsecured Credit Facility which was entered into on April 20, 2012. The Company and ING U.S., Inc. continue to maintain the reciprocal loan agreement, and future borrowings by either party will be subject to the reciprocal loan terms summarized above.

C-71

ING Life Insurance and Annuity Company and Subsidiaries

(A wholly owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to the Consolidated Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Note with Affiliate

On December 29, 2004, ING USA issued a surplus note in the principal amount of $175.0 (the "Note") scheduled to mature on December 29, 2034, to ILIAC. The Note bears interest at a rate of 6.26% per year. Interest is scheduled to be paid semi-annually in arrears on June 29 and December 29 of each year, commencing on June 29, 2005. Interest income was $11.1 for each of the years ended December 31, 2012, 2011 and 2010.

Alt-A Back-Up Facility

On January 26, 2009, ING, for itself and on behalf of certain subsidiaries, including the Company, reached an agreement with the Dutch State on an Illiquid Asset Back Up Facility (the “Alt-A Back-up Facility”) regarding Alt-A RMBS owned by certain subsidiaries of ING U.S., Inc., including the Company. Pursuant to this transaction, the Company transferred all risks and rewards on 80% of a $1.1 billion par Alt-A RMBS portfolio to ING Support Holding B.V. (“ING Support Holding”), a wholly owned subsidiary of ING Group by means of the granting of a participation interest to ING Support Holding. ING and ING Support Holding entered into a back-to-back arrangement with the Dutch State on this 80%. As a result of this first transaction, the Company retained 20% of the exposure for any results on the $1.1 billion Alt-A RMBS portfolio.

The purchase price for the participation payable by the Dutch State was set at 90% of the par value of the 80% interest in the securities as of that date. This purchase price was payable in installments, was recognized as a loan granted to the Dutch State with a value of $794.4, and was recorded as Loan-Dutch State Obligation on the Consolidated Balance Sheets (the “Dutch State Obligation”). Under the transaction, other fees were payable by both the Company and the Dutch State. The Company incurred net fees of $1.4, $1.9 and $2.3 in the years ended December 31, 2012, 2011 and 2010, respectively.

The Company executed a second transaction effective January 26, 2009, in which an additional $5.0 par Alt-A RMBS portfolio owned by the Company were sold to ING Direct Bancorp. ING Direct Bancorp paid cash in the amount of $3.6 for 80% of the Company's additional $5.0 par Alt-A RMBS and included those purchased securities as part of its Alt-A RMBS portfolio sale to the Dutch State. ING Direct Bancorp paid cash in the amount of $0.6 and retained the remaining 20% of this Alt-A RMBS portfolio.

On November 13, 2012, ING, all participating ING U.S., Inc. subsidiaries, including the Company, ING Support Holding and ING Bank N.V. (“ING Bank”) entered into restructuring arrangements with the Dutch State, which closed the following day (the “Termination Agreement”). Pursuant to the restructuring transaction, the Company sold the Dutch State Obligation to ING Support Holding at fair value and transferred legal title to 80% of the securities subject to the Alt-A Back-up Facility to ING Bank. The restructuring resulted in an immaterial pre-tax loss. Following the restructuring transaction, the Company continues to own 20% of the Alt-A RMBS from the first transaction. The Company has the right to sell these securities, subject to a right of first refusal granted to ING Bank.

Transfer of Registered Representatives

On January 1, 2011, IFA transferred a group of registered representatives and their related customer accounts to its broker-dealer affiliate, ING Financial Partners, Inc. and received $5.0 as consideration for the transfer. Effective January 1, 2011, IFA operates exclusively as a wholesale broker-dealer.

C-72

Form No. SAI.75998-13                                                       ILIAC Ed. May 2013

				VARIABLE ANNUITY ACCOUNT B
				PART C - OTHER INFORMATION
Item 24.		Financial Statements and Exhibits
(a)		Financial Statements:
(1	)	Included in Part A:
		Condensed Financial Information
(2	)	Included in Part B:
		Financial Statements of Variable Annuity Account B:
		-		Report of Independent Registered Public Accounting Firm
		-		Statements of Assets and Liabilities as of December 31, 2012
		-		Statements of Operations for the year ended December 31, 2012
		-		Statements of Changes in Net Assets for the years ended December 31, 2012
				and 2011
		-		Notes to Financial Statements
		Consolidated Financial Statements of ING Life Insurance and Annuity Company:
		-		Report of Independent Registered Public Accounting Firm
		-		Consolidated Balance Sheets as of December 31, 2012 and 2011
		-		Consolidated Statements of Operations for the years ended December 31,
				2012, 2011, and 2010
		-		Consolidated Statements of Comprehensive Income for the years ended
				December 31, 2012, 2011, and 2010
		-		Consolidated Statements of Changes in Shareholder’s Equity for the years
				ended December 31, 2012, 2011, and 2010
		-		Consolidated Statements of Cash Flows for the years ended December 31,
				2012, 2011, and 2010
		-		Notes to Consolidated Financial Statements
(b)		Exhibits
		(1	)	Resolution establishing Variable Annuity Account B · Incorporated by reference to
				Post-Effective Amendment No. 6 to Registration Statement on Form N-4 (File No.
				033-75986), as filed on April 22, 1996.
		(2	)	Not applicable
		(3.1	)	Standard Form of Broker-Dealer Agreement · Incorporated by reference to Post-
				Effective Amendment No. 32 to Registration Statement on Form N-4 (File No. 033-
				81216), as filed on April 11, 2006.
		(3.2	)	Underwriting Agreement dated November 17, 2006 between ING Life Insurance and
				Annuity Company and ING Financial Advisers, LLC · Incorporated by reference to
				Post-Effective Amendment No. 34 to Registration Statement on Form N-4 (File No.
				33-75996), as filed on December 20, 2006.
		(3.3	)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010)
				between Directed Services LLC and ING Life Insurance and Annuity Company ·
				Incorporated by reference to Post-Effective Amendment No. 1 to Registration
				Statement on Form N-4 (File No. 333-167680), as filed on February 11, 2011.

(3.4	)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010)
		between ING Investment Management LLC and ING Life Insurance and Annuity
		Company · Incorporated by reference to Post-Effective Amendment No. 1 to
		Registration Statement on Form N-4 (File No. 333-167680), as filed on February 11,
		2011.
(4.1	)	Variable Annuity Contract (IA-CDA-IA) · Incorporated by reference to Post-
		Effective Amendment No. 14 to Registration Statement on Form N-4 (File No. 033-
		75964), as filed on July 29, 1997.
(4.2	)	Variable Annuity Contract (I-CDA-HD) · Incorporated by reference to Post-Effective
		Amendment No. 12 to Registration Statement on Form N-4 (File No. 033-75964), as
		filed on February 11, 1997.
(4.3	)	Variable Annuity Contract (I-CDA-HD(XC)) · Incorporated by reference to Post-
		Effective Amendment No. 17 to Registration Statement on Form N-4 (File No. 033-
		75998), as filed on April 12, 2002.
(4.4	)	Endorsement (EIGET-IC(R)) to Contracts IA-CDA-IA and I-CDA-HD (NQ Modals)
		· Incorporated by reference to Post-Effective Amendment No. 8 to Registration
		Statement on Form N-4 (File No. 033-75964), as filed on August 30, 1996.
(4.5	)	Endorsement EGET(99) to Contracts IA-CDA-IA, I-CDA-HD and I-CDA-HD(XC) ·
		Incorporated by reference to Post-Effective Amendment No. 13 to Registration
		Statement on Form N-4 (File No. 333-01107), as filed on April 7, 1999.
(4.6	)	Endorsement ENQSWO-IC to Contract IA-CDA-IA · Incorporated by reference to
		Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No.
		033-75988), as filed on April 10, 2003.
(4.7	)	Endorsement EIAMSF-IC to Contract IA-CDA-IA · Incorporated by reference to
		Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File No.
		033-75988), as filed on April 10, 2003.
(4.8	)	Endorsement EIGET-IC(SPD-R) to Contracts I-CDA-HD and IA-CDA-IA (NQ
		Single Premiums) · Incorporated by reference to Post-Effective Amendment No. 28
		to Registration Statement on Form N-4 (File No. 033-75988), as filed on April 10,
		2003.
(4.9	)	Endorsement EGET-HG to Contract I-CDA-HD · Incorporated by reference to Post-
		Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
		75988), as filed on April 10, 2003.
(4.10	)	Endorsement EIEP-HG to Contract I-CDA-HD · Incorporated by reference to Post-
		Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
		75988), as filed on April 10, 2003.
(4.11	)	Endorsement EIM-CVTDTP-HI to Contract I-CDA-HD · Incorporated by reference
		to Post-Effective Amendment No. 28 to Registration Statement on Form N-4 (File
		No. 033-75988), as filed on April 10, 2003.
(4.12	)	Endorsement EIMSF-HI to Contract I-CDA-HD (Single Premiums) · Incorporated
		by reference to Post-Effective Amendment No. 28 to Registration Statement on Form
		N-4 (File No. 033-75988), as filed on April 10, 2003.

(4.13	)	Endorsement EISFSM-HI to Contract I-CDA-HD (Modals) · Incorporated by
		reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-
		4 (File No. 033-75988), as filed on April 10, 2003.
(4.14	)	Endorsement EIS25-IA to Contract I-CDA-HD (Single Pays) · Incorporated by
		reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-
		4 (File No. 033-75988), as filed on April 10, 2003.
(4.15	)	Endorsement EIM25-IA to Contract I-CDA-HD · Incorporated by reference to Post-
		Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
		75988), as filed on April 10, 2003.
(4.16	)	Endorsement EDRA-HD to Contract I-CDA-HD · Incorporated by reference to Post-
		Effective Amendment No. 28 to Registration Statement on Form N-4 (File No. 033-
		75988), as filed on April 10, 2003.
(4.17	)	Endorsement ESFPPS-HD to I-CDA-HD(XC)(NU) · Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on April 12, 2002.
(4.18	)	Endorsement EIMCVT-HI(XC) to I-CDA-HD(XC)(NU) · Incorporated by reference
		to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File
		No. 033-75998), as filed on April 12, 2002.
(4.19	)	Endorsements (re name change) ENMCHG (05/02) and ENMCHGI (05/02 to
		Contracts I-CDA-HD, IA-CDA-IA and I-CDA-HD(XC) · Incorporated by reference
		to Post-Effective Amendment No. 30 to Registration Statement on Form N-4 (File
		No. 033-75962), as filed on April 8, 2002.
(4.20	)	Endorsement EIM25-IA(XC) to Contract I-CDA-HD(XC) · Incorporated by
		reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-
		4 (File No. 033-75998), as filed on April 12, 2002.
(4.21	)	Endorsement EIGF-IC(NY) to Contract I-CDA-HD(XC) · Incorporated by reference
		to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File
		No. 033-75998), as filed on April 12, 2002.
(4.22	)	Endorsement EIMSF-HI to Contract I-CDA-HD(XC) · Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on April 12, 2002.
(4.23	)	Endorsement EGF-IC(SPD-NY) to Contract I-CDA-HD(XC) · Incorporated by
		reference to Post-Effective Amendment No. 17 to Registration Statement on Form N-
		4 (File No. 033-75998), as filed on April 12, 2002.
(4.24	)	Endorsement EIS25-IA(XC) to Contract I-CDA-HD(XC) · Incorporated by reference
		to Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File
		No. 033-75998), as filed on April 12, 2002.
(4.25	)	Endorsement ENQFD-IC to Contract I-CDA-HD(XC) · Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on April 12, 2002.
(4.26	)	Endorsement EDRAH-I to Contract I-CDA-HD(XC) · Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on April 12, 2002.

(4.27	)	Endorsement EGISA-IA to Contract I-CDA-HD(XC) · Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on April 12, 2002.
(4.28	)	Endorsement EVP-IC to Contracts I-CDA-HD(XC), I-CDA-HD and
		IA-CDA-IA · Incorporated by reference to Post-Effective Amendment No. 17 to
		Registration Statement on Form N-4 (File No. 033-75998), as filed on April 12, 2002.
(4.29	)	Endorsement PRFMHEG to Contract I-CDA-HD(XC) · Incorporated by reference to
		Post-Effective Amendment No. 17 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on April 12, 2002.
(5	)	Variable Annuity Contract Application (713.00.1(C)) · Incorporated by reference to
		Post-Effective Amendment No. 7 to Registration Statement on Form N-4 (File No.
		033-75998), as filed on August 21, 1997.
(6.1	)	Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of
		ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and
		Annuity Company) · Incorporated by reference to ING Life Insurance and Annuity
		Company annual report on Form 10-K (File No. 033-23376), as filed on March 31,
		2008.
(6.2	)	Amended and Restated By-Laws of ING Life Insurance and Annuity Company,
		effective October 1, 2007 · Incorporated by reference to ING Life Insurance and
		Annuity Company annual report on Form 10-K (File No. 033-23376), as filed on
		March 31, 2008.
(7	)	Not applicable
(8.1	)	Amended and Restated Participation Agreement as of June 26, 2009 by and among
		ING Life Insurance and Annuity Company, Fidelity Distributors Corporation,
		Variable Insurance Products Fund, Variable Insurance Products Fund II, Variable
		Insurance Products Fund III, Variable Insurance Products Fund IV and Variable
		Insurance Products Fund V · Incorporated by reference to Post-Effective Amendment
		No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as filed on
		December 18, 2009.
(8.2	)	First Amendment as of June 26, 2009 to Participation Agreement as of June 26, 2009
		by and among ING Life Insurance and Annuity Company, Fidelity Distributors
		Corporation, Variable Insurance Products Fund, Variable Insurance Products Fund II,
		Variable Insurance Products Fund III, Variable Insurance Products Fund IV and
		Variable Insurance Products Fund V · Incorporated by reference to Post-Effective
		Amendment No. 56 to Registration Statement on Form N-4 (File No. 333-01107), as
		filed on December 18, 2009.
(8.3	)	Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING Life
		Insurance and Annuity Company, Variable Insurance Products Fund, Variable
		Insurance Products Fund I, Variable Insurance Products Fund II, Variable Insurance
		Product Fund V and Fidelity Distributors Corporation · Incorporated by reference to
		Post-Effective Amendment No. 51 to Registration Statement on Form N-4 (File No.
		033-75962), as filed on July 27, 2007.

(8.4	)	Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
		Institutional Operations Company, Inc. and ING Financial Advisers, LLC ·
		Incorporated by reference to Post-Effective Amendment No. 33 to Registration
		Statement on Form N-4 (File No. 033-75988), as filed on August 5, 2004.
(8.5	)	Service Contract dated June 20, 2003 and effective as of June 1, 2002 by and between
		Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity Distributors
		Corporation · Incorporated by reference to Post-Effective Amendment No. 33 to
		Registration Statement on Form N-4 (File No. 033-75988), as filed on August 5, 2004.
(8.6	)	First Amendment effective as of April 1, 2005 to Service Contract dated June 20,
		2003 between Fidelity Distributors Corporation and ING Financial Advisers, Inc. and
		amended on April 1, 2006 · Incorporated by reference to Post-Effective Amendment
		No. 47 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		November 21, 2006.
(8.7	)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
		October 16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and
		Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
		New York, Security Life of Denver Insurance Company and Systematized Benefits
		Administrators Inc. · Incorporated by reference to Post-Effective Amendment No. 50
		to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
		2007.
(8.8	)	Participation Agreement dated April 30, 2003 among ING Life Insurance and Annuity
		Company, The GCG Trust and Directed Services, Inc. · Incorporated by reference to
		Post-Effective Amendment No. 54 to Registration Statement on Form N-1A (File No.
		033-23512), as filed on August 1, 2003.
(8.9	)	Amendment dated October 9, 2006 to the Participation Agreement dated April 30,
		2003 among ING Life Insurance and Annuity Company, ING Investors Trust and
		Directed Services, Inc. · Incorporated by reference to Post-Effective Amendment No.
		47 to Registration Statement on Form N-4 (File No. 033-75962), as filed on
		November 21, 2006.
(8.10	)	Participation Agreement dated as of November 28, 2001 among Portfolio Partners,
		Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services,
		LLC · Incorporated by reference to Post-Effective Amendment No. 30 to
		Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.

(8.11	)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed
		ING Partners, Inc. effective May 1, 2002), Aetna Life Insurance and Annuity
		Company (to be renamed ING Life Insurance and Annuity Company effective May 1,
		2002) and Aetna Investment Services LLC (to be renamed ING Financial Advisers,
		LLC) to Participation Agreement dated November 28, 2001 and amended on May 1,
		2003, November 1, 2004, April 29, 2005, August 31, 2005, December 7, 2005 and
		April 28, 2006 · Incorporated by reference to Post-Effective Amendment No. 30 to
		Registration Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002,
		and by reference to Post-Effective Amendment No. 28 (File No. 033-75988), as filed
		on April 10, 2003, and by reference to Post-Effective Amendment No. 20 to
		Registration Statement on Form N-1A (File No. 333-32575), as filed on April 1,
		2005, and by reference to Post-Effective Amendment No. 32 (File No. 033-81216),
		as filed on April 11, 2006, and by reference to Initial Registration (File No. 333-
		134760), as filed on June 6, 2006.
(8.12	)	Shareholder Servicing Agreement (Service Class Shares) dated as of November 27,
		2001 between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company
		· Incorporated by reference to Post-Effective Amendment No. 30 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on April 8, 2002.
(8.13	)	Amendment dated March 5, 2002 between Portfolio Partners, Inc. (to be renamed ING
		Partners, Inc. effective May 1, 2002) and Aetna Life Insurance and Annuity Company
		(to be renamed ING Life Insurance and Annuity Company effective May 1, 2002) to
		the Shareholder Servicing Agreement (Service Class Shares) dated November 27,
		2001 and amended on May 1, 2003, November 1, 2004, April 29, 2005, December 7,
		2005 and April 28, 2006 · Incorporated by reference to Post-Effective Amendment
		No. 30 to Registration Statement on Form N-4 (File No. 033-75962), as filed on April
		8, 2002, and by reference to Post-Effective Amendment No.28 (File No. 033-75988),
		as filed on April 10, 2003, and by reference to Post-Effective Amendment No. 32
		(File No. 033-81216), as filed on April 11, 2006, and by reference to Initial
		Registration Statement (File No. 333-134760), as filed on June 6, 2006.
(8.14	)	Fund Participation Agreement dated as of May 1, 1998 by and among Aetna Life
		Insurance and Annuity Company and Aetna Variable Fund, Aetna Variable Encore
		Fund, Aetna Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of
		each of its series, Aetna Generation Portfolios, Inc. on behalf of each of its series,
		Aetna Variable Portfolios, Inc. on behalf of each of its series and Aeltus Investment
		Management, Inc. · Incorporated by reference to Registration Statement on Form N-
		4 (File No. 333-56297), as filed on June 8, 1998.

(8.15	)	Amendment dated November 9, 1998 to Fund Participation Agreement dated as of
		May 1, 1998 by and among Aetna Life Insurance and Annuity Company and Aetna
		Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna Balanced
		VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series, Aetna Variable Portfolios, Inc. on
		behalf of each of its series and Aeltus Investment Management, Inc. and amended on
		December 31, 1999, February 11, 2000, May 1, 2000, February 27, 2001 and June
		19, 2001 · Incorporated by reference to Post-Effective Amendment No. 2 to
		Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14,
		1998, and by reference to Post-Effective Amendment No. 19 (File No. 333-01107),
		as filed on February 16, 2000, and by reference to Post-Effective Amendment No. 20
		(File No. 333-01107), as filed on April 4. 2000, and by reference to Post-Effective
		Amendment No. 24 (File No. 333-01107), as filed on April 13, 2001, and by
		reference to Post-Effective Amendment No. 32 (File No. 033-75988), as filed on
		April 13, 2004.
(8.16	)	Service Agreement effective as of May 1, 1998 between Aeltus Investment
		Management, Inc. and Aetna Life Insurance and Annuity Company in connection
		with the sale of shares of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna
		Income Shares, Aetna Balanced VP, Inc., Aetna GET Fund on behalf of each of its
		series, Aetna Generation Portfolios, Inc. on behalf of each of its series and Aetna
		Variable Portfolios, Inc. on behalf of each of its series · Incorporated by reference to
		Registration Statement on Form N-4 (File No. 333-56297), as filed on June 8, 1998.
(8.17	)	Amendment dated November 4, 1998 and effective as of October 15, 1998 to Service
		Agreement effective as of May 1, 1998 between Aeltus Investment Management, Inc.
		and Aetna Life Insurance and Annuity Company in connection with the sale of shares
		of Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
		Balanced VP, Inc., Aetna GET Fund on behalf of each of its series, Aetna Generation
		Portfolios, Inc. on behalf of each of its series and Aetna Variable Portfolios, Inc. on
		behalf of each of its series and amended on February 11, 2000, May 1, 2000 and June
		26, 2001 · Incorporated by reference to Post-Effective Amendment No. 2 to
		Registration Statement on Form N-4 (File No. 333-56297), as filed on December 14,
		1998, and by reference to Post-Effective Amendment No. 20 (File No. 333-01107),
		as filed on April 4, 2000, and by reference to Post-Effective Amendment No. 32 (File
		No. 033-75988), as filed on April 13, 2004.
(8.18	)	Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16,
		2007 between ING Funds Services, LLC, ING Life Insurance and Annuity Company,
		ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
		Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
		of Denver Insurance Company and Systematized Benefits Administrators Inc. ·
		Incorporated by reference to Post-Effective Amendment No. 50 to Registration
		Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.
(9	)	Opinion and Consent of Counsel
(10	)	Consent of Independent Registered Public Accounting Firm

(11	)	Not applicable
(12	)	Not applicable
(13	)	Powers of Attorney
Item 25. Directors and Officers of the Depositor*
Name			Principal Business Address	Positions and Offices with Depositor
Mary (Maliz) E. Beams			One Orange Way	Director and President
			Windsor, CT 06095-4774
Donald W. Britton			20 Washington Avenue South	Director
			Minneapolis, Minnesota 55401
Alain M. Karaoglan			230 Park Avenue	Director
			New York, NY 10169
Rodney O. Martin			230 Park Avenue	Director
			New York, NY 10169
Michael S. Smith			1475 Dunwoody Drive	Director, Executive Vice President and
			West Chester, PA 19380	Chief Risk Officer
Ewout L. Steenbergen			230 Park Avenue	Director and Executive Vice President,
			New York, NY 10169	Finance
Tina A. Campbell			20 Braintree Hill Office Park,	Senior Vice President and Deputy
			Floors 2-4	General Counsel
			Braintree, MA 02184
Boyd G. Combs			5780 Powers Ferry Road, N.W.	Senior Vice President, Tax
			Atlanta, GA 30327-4390
Ralph Ferraro			One Orange Way	Senior Vice President
			Windsor, CT 06095-4774
Michael J. Gioffre			One Orange Way	Senior Vice President and Chief
			Windsor, CT 06095-4774	Compliance Officer
Howard Greene			230 Park Avenue	Senior Vice President, Compensation
			New York, NY 10169
Megan A. Huddleston			One Orange Way	Senior Vice President and Secretary
			Windsor, CT 06095-4774
Christine L. Hurtsellers			5780 Powers Ferry Road, N.W.	Senior Vice President
			Atlanta, GA 30327-4390
Mark B. Kaye			One Orange Way	Senior Vice President and Chief
			Windsor, CT 06095-4774	Financial Officer
Patrick D. Lusk			1475 Dunwoody Drive	Senior Vice President and Appointed
			West Chester, PA 19380	Actuary

Name	Principal Business Address	Positions and Offices with Depositor
Richard T. Mason	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Gilbert E. Mathis	5780 Powers Ferry Road, N.W.	Senior Vice President
	Atlanta, GA 30327-4390
Diane M. McCarthy	1475 Dunwoody Drive	Senior Vice President, Finance
	West Chester, PA 19380
David S. Pendergrass	5780 Powers Ferry Road, N.W.	Senior Vice President and Treasurer
	Atlanta, GA 30327-4390
Steven T. Pierson	5780 Powers Ferry Road, N.W.	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
* These individuals may also be directors and/or officers of other affiliates of the Company.
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
Incorporated herein by reference to Item 26 in Post-Effective Amendment No. 11 to Registration
Statement on Form N-4 for Variable Annuity Account I of ING Life Insurance and Annuity
Company (File No. 333-130822), as filed with the Securities and Exchange Commission on
April 3, 2013.
Item 27. Number of Contract Owners
As of February 28, 2013, there were 38,031 individuals holding interests in variable annuity
contracts funded through Variable Annuity Account B of ING Life Insurance and Annuity
Company.
Item 28. Indemnification
Section 33-779 of the Connecticut General Statutes (“CGS”) provides that a corporation may
provide indemnification of or advance expenses to a director, officer, employee or agent only as
permitted by Sections 33-770 to 33-778, inclusive, of the CGS. Reference is hereby made to
Section 33-771(e) of the CGS regarding indemnification of directors and Section 33-776(d) of
CGS regarding indemnification of officers, employees and agents of Connecticut corporations.
These statutes provide in general that Connecticut corporations incorporated prior to January 1,
1997 shall, except to the extent that their certificate of incorporation expressly provides
otherwise, indemnify their directors, officers, employees and agents against “liability” (defined
as the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed
with respect to an employee benefit plan, or reasonable expenses incurred with respect to a
proceeding) when (1) a determination is made pursuant to Section 33-775 that the party seeking
indemnification has met the standard of conduct set forth in Section 33-771 or (2) a court has
determined that indemnification is appropriate pursuant to Section 33-774. Under Section 33-
775, the determination of and the authorization for indemnification are made (a) by two or more
disinterested directors, as defined in Section 33-770(2); (b) by special legal counsel; (c) by the
shareholders; or (d) in the case of indemnification of an officer, agent or employee of the

corporation, by the general counsel of the corporation or such other officer(s) as the board of
directors may specify. Also, Section 33-772 with Section 33-776 provide that a corporation shall
indemnify an individual who was wholly successful on the merits or otherwise against
reasonable expenses incurred by him in connection with a proceeding to which he was a party
because he is or was a director, officer, employee, or agent of the corporation. Pursuant to
Section 33-771(d), in the case of a proceeding by or in the right of the corporation or with
respect to conduct for which the director, officer, agent or employee was adjudged liable on the
basis that he received a financial benefit to which he was not entitled, indemnification is limited
to reasonable expenses incurred in connection with the proceeding against the corporation to
which the individual was named a party.
A corporation may procure indemnification insurance on behalf of an individual who is or was a
director of the corporation. Consistent with the laws of the State of Connecticut, ING U.S., Inc.
maintains Professional Liability and fidelity bond insurance policies issued by an international
insurer. The policies cover ING U.S., Inc. and any company in which ING U.S., Inc. has a
controlling financial interest of 50% or more. These policies include either or both the principal
underwriter, the depositor and any/all assets under the care, custody and control of ING U.S.,
Inc. and/or its subsidiaries. The policies provide for the following types of coverage: errors and
omissions/professional liability, employment practices liability and fidelity/crime (a.k.a.
“Financial Institutional Bond”).
Section 20 of the ING Financial Advisers, LLC Limited Liability Company Agreement executed
as of November 28, 2000 provides that ING Financial Advisers, LLC will indemnify certain
persons against any loss, damage, claim or expenses (including legal fees) incurred by such
person if he is made a party or is threatened to be made a party to a suit or proceeding because he
was a member, officer, director, employee or agent of ING Financial Advisers, LLC, as long as
he acted in good faith on behalf of ING Financial Advisers, LLC and in a manner reasonably
believed to be within the scope of his authority. An additional condition requires that no person
shall be entitled to indemnity if his loss, damage, claim or expense was incurred by reason of his
gross negligence or willful misconduct. This indemnity provision is authorized by and is
consistent with Title 8, Section 145 of the General Corporation Law of the State of Delaware.
Item 29. Principal Underwriter
(a)	In addition to serving as the principal underwriter for the Registrant, ING Financial
Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING Life
Insurance and Annuity Company (ILIAC), Variable Annuity Account C of ILIAC, Variable
Annuity Account I of ILIAC and Variable Annuity Account G of ILIAC (separate accounts of
ILIAC registered as unit investment trusts under the 1940 Act). ING Financial Advisers, LLC is
also the principal underwriter for (i) Separate Account N of ReliaStar Life Insurance Company
(RLIC) (a separate account of RLIC registered as a unit investment trust under the 1940 Act), (ii)
ReliaStar Select Variable Account of ReliaStar Life Insurance Company (a separate account of
RLIC registered as a unit investment trust under the 1940 Act), (iii) MFS ReliaStar Variable
Account (a separate account of RLIC registered as a unit investment trust under the 1940 Act),
(iv) Northstar Variable Account (a separate account of RLIC registered as a unit investment trust
under the 1940 Act), (v) ReliaStar Life Insurance Company of New York Variable Annuity

Funds A, B and C (a management investment company registered under the 1940 Act), (vi)
ReliaStar Life Insurance Company of New York Variable Annuity Funds D, E, F, G, H and I (a
management investment company registered under the 1940 Act), (vii) ReliaStar Life Insurance
Company of New York Variable Annuity Funds M, P and Q (a management investment
company registered under the1940 Act), and (viii) ReliaStar Life Insurance Company of New
York Variable Annuity Funds M and P (a management investment company registered under
the1940 Act).
(b) The following are the directors and officers of the Principal Underwriter:
Name	Principal Business Address	Positions and Offices with Underwriter
Patrick J. Kennedy	One Orange Way	Director and President
	Windsor, CT 06095-4774
Karl S. Lindberg	909 Locust Street	Director
	Des Moines, IA 50309
Richard Linton, Jr.	One Orange Way	Director
	Windsor, CT 06095-4774
Regina Gordon	One Orange Way	Chief Compliance Officer
	Windsor, CT 06095-4774
Kristin H. Hultgren	One Orange Way	Chief Financial Officer
	Windsor, CT 06095-4774
Brian Wilson	One Orange Way	Assistant Chief Financial Officer
	Windsor, CT 06095-4774
Boyd G. Combs	5780 Powers Ferry Road, N.W.	Senior Vice President, Tax
	Atlanta, GA 30327-4390
M. Bishop Bastien	1474 Stone Point Drive, Suite 129	Vice President
	Roseville, CA 95661
Nancy B. Boccella	One Orange Way	Vice President
	Windsor, CT 06095-4774
Dianne C. Bogoian	One Orange Way	Vice President
	Windsor, CT 06095-4774
Anthony V. Camp, Jr.	One Orange Way	Vice President
	Windsor, CT 06095-4774
Mary K. Carey-Reid	One Orange Way	Vice President
	Windsor, CT 06095-4774
Nancy D. Clifford	One Orange Way	Vice President
	Windsor, CT 06095-4774

Name	Principal Business Address	Positions and Offices with Underwriter
William P. Elmslie	One Orange Way	Vice President
	Windsor, CT 06095-4774
Joseph J. Elmy	5780 Powers Ferry Road, N.W.	Vice President, Tax
	Atlanta, GA 30327-4390
Bernard P. Heffernon	10740 Nall Avenue, Suite 120	Vice President
	Overland Park, KS 66211
Christina Hurley	One Orange Way	Vice President
	Windsor, CT 06095-4774
Mark E. Jackowitz	22 Century Hill Drive, Suite 101	Vice President
	Latham, NY 12110
David A. Kelsey	One Orange Way	Vice President
	Windsor, CT 06095-4774
George D. Lessner, Jr.	15455 North Dallas Parkway	Vice President
	Suite 1250
	Addison, TX 75001
David J. Linney	2900 North Loop West, Suite 180	Vice President
	Houston, TX 77092
Frederick C. Litow	5780 Powers Ferry Road, N.W.	Vice President
	Atlanta, GA 30327-4390
Richard T. Mason	One Orange Way	Vice President
	Windsor, CT 06095-4774
Brian J. Murphy	One Orange Way	Vice President
	Windsor, CT 06095-4774
David S. Pendergrass	5780 Powers Ferry Road, N.W.	Vice President and Treasurer
	Atlanta, GA 30327-4390
Michael J. Pise	One Orange Way	Vice President
	Windsor, CT 06095-4774
Spencer T. Shell	5780 Powers Ferry Road, N.W.	Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390
Frank W. Snodgrass	9020 Overlook Blvd.	Vice President
	Brentwood, TN 37027
Christina M. Starks	2000 21st Avenue NW	Vice President
	Minot, North Dakota 58703
Terran Titus	One Orange Way	Vice President
	Windsor, CT 06095-4774
S. Bradford Vaughan, Jr.	520 Pike Street, Suite 2510	Vice President
	Seattle, WA 98101
Judeen T. Wrinn	One Orange Way	Vice President
	Windsor, CT 06095-4774

Name

Principal Business Address

Positions and Offices with Underwriter

Nancy S. Stillman

One Orange Way

Assistant Vice President

Windsor, CT 06095-4774

Megan A. Huddleston

One Orange Way

Secretary

Windsor, CT 06095-4774

Tina M. Nelson

20 Washington Avenue South

Assistant Secretary

Minneapolis, MN 55401

Melissa A. O’Donnell

20 Washington Avenue South

Assistant Secretary

Minneapolis, MN 55401

Jennifer M. Ogren

20 Washington Avenue South

Assistant Secretary

Minneapolis, MN 55401

Randall K. Price

20 Washington Avenue South

Assistant Secretary

Minneapolis, MN 55401

Susan M. Vega

20 Washington Avenue South

Assistant Secretary

Minneapolis, MN 55401

Barry Eidex

5780 Powers Ferry Road, N.W.

Tax Officer

Atlanta, GA 30327-4390

Terry L. Owens

5780 Powers Ferry Road, N.W.

Tax Officer

Atlanta, GA 30327-4390

(c)

Compensation to Principal Underwriter:

(1

)

(2

)

(3)

(4

)

(5

)

Name of

Net Underwriting

Compensation

Principal

Discounts and

on Redemption

Brokerage

Underwriter

Commissions

or Annuitization

Commissions

Compensation*

ING Financial

$

1,907,879.60

Advisers, LLC

*

Reflects compensation paid to ING Financial Advisers, LLC attributable to regulatory

and operating expenses associated with the distribution of all registered variable annuity products

issued by Variable Annuity Account B of ING Life Insurance and Annuity Company during

2012

.

Item 30. Location of Accounts and Records

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940

Act and the rules under it relating to the securities described in and issued under this Registration

Statement are maintained by ING Life Insurance and Annuity Company at One Orange Way,

Windsor, Connecticut 06095-4774 and at ING Americas at 5780 Powers Ferry Road, NW,

Atlanta, Georgia 30327-4390.

Item 31. Management Services
Not applicable
Item 32. Undertakings
Registrant hereby undertakes:
(a)	to file a post-effective amendment to this registration statement on Form N-4 as
frequently as is necessary to ensure that the audited financial statements in the registration
statement are never more than sixteen months old for as long as payments under the variable
annuity contracts may be accepted;
(b)	to include as part of any application to purchase a contract offered by a prospectus
which is part of this registration statement on Form N-4, a space that an applicant can check to
request a Statement of Additional Information; and
(c)	to deliver any Statement of Additional Information and any financial statements
required to be made available under this Form N-4 promptly upon written or oral request.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
ING Life Insurance and Annuity Company represents that the fees and charges deducted under
the contracts covered by this registration statement, in the aggregate, are reasonable in relation to
the services rendered, the expenses expected to be incurred, and the risks assumed by the
insurance company.

	SIGNATURES
As required by the Securities Act of 1933, and the Investment Company Act of 1940, the Registrant,
Variable Annuity Account B of ING Life Insurance and Annuity Company, certifies that it meets the
requirements of Securities Act Rule 485(b) for effectiveness of this Post-Effective Amendment to its
Registration Statement on Form N-4 (File No. 033-75998) and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of
Windsor, State of Connecticut, on the 9th day of April, 2013.
	VARIABLE ANNUITY ACCOUNT B OF
	ING LIFE INSURANCE AND ANNUITY COMPANY
(Registrant)
	By:	ING LIFE INSURANCE AND ANNUITY
		COMPANY
		(Depositor)
	By:	Mary (Maliz) E. Beams*
		Mary (Maliz) E. Beams
		President
		(principal executive officer)
As required by the Securities Act of 1933, this Post-Effective Amendment No. 33 to the
Registration Statement has been signed by the following persons in the capacities and on the date
indicated.
Signature	Title			Date
Mary (Maliz) E. Beams*	Director and President		)
Mary (Maliz) E. Beams	(principal executive officer)		)
			)
Mark B. Kaye*	Senior Vice President and Chief Financial Officer		)
Mark B. Kaye	(principal financial officer)		)
			)
Steven T. Pierson*	Senior Vice President and Chief Accounting Officer		)
Steven T. Pierson	(principal accounting officer)		)
			)
Donald W. Britton*	Director		)	April
Donald W. Britton			)	9, 2013
			)
Alain M. Karaoglan*	Director		)
Alain M. Karaoglan			)
			)
Rodney O. Martin*	Director		)
Rodney O. Martin			)
			)
Michael S. Smith*	Director		)
Michael S. Smith			)
			)

Ewout L. Steenbergen*	Director	)
Ewout L. Steenbergen		)
By: /s/J. Neil McMurdie
J. Neil McMurdie
*Attorney-in-Fact

		VARIABLE ANNUITY ACCOUNT B
		EXHIBIT INDEX
Exhibit No.		Exhibit
24(b)	(9)	Opinion and Consent of Counsel
24(b)	(10)	Consent of Independent Registered Public Accounting Firm
24(b)	(13)	Powers of Attorney