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As filed with the Securities and Exchange	Registration No. 333-56297
Commission on April 9, 2013	Registration No. 811-02512

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

Post-Effective Amendment No. 46

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

And

Amendment to

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Variable Annuity Account B

(Exact Name of Registrant)


	ING LIFE INSURANCE AND ANNUITY COMPANY
	(Name of Depositor)

	One Orange Way
	Windsor, Connecticut 06095-4774
	(860) 580-4646
	(Address and Telephone Number of Depositor’s Principal Office)

	Nicholas Morinigo, Esq.
	ING Americas (U.S. Legal Services)
	1475 Dunwoody Drive,
	West Chester, PA 19380-1478
	(610) 425-3447
	(Name and Address of Agent for Service of Process)

Approximate Date of Proposed Public Offering: As soon as practical after the effective date of the Registration
Statement.

It is proposed that this filing will become effective (check appropriate box):
[ ]	immediately upon filing pursuant to paragraph (b) of Rule 485
[ X ]	on May 1, 2013, pursuant to paragraph (b) of Rule 485
[ ]	60 days after filing pursuant to paragraph (a)(1)
[ ]	on ____________, pursuant to paragraph (a)(1) 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:
Group or Individual Deferred Variable Annuity Contracts

	PART A

Supplement Dated May 1, 2013

To The Prospectus Dated May 1, 2013

ING Variable Annuity

Issued by ING Life Insurance and Annuity Company

Through Its Variable Annuity Account B

This supplement updates the prospectus for your variable annuity contract. Please read it carefully and keep it with

your copy of the prospectus for future reference. If you have any questions, please call our Customer Service Center

at 1-800-366-0066. The following information only affects you if you currently invest in the subaccount that

corresponds to the Fidelity^®VIP Contrafund^®Portfolio.


NOTICE OF AND IMPORTANT INFORMATION REGARDING A FUND SUBSTITUTION

The Securities and Exchange Commission issued an order to permit the ING Life Insurance and Annuity
Company and its Variable Annuity Account B to replace, effective on or about July 12, 2013 (the
“Substitution Effective Date”), the Fidelity^®VIP *Contrafund^®Portfolio* (“Replaced Fund”) with the
ING Large Cap Growth Portfolio (“Substitute Fund”).

The following lists important information regarding the upcoming fund substitution:
·	Prior to the Substitution Effective Date, and for thirty days thereafter you may transfer amounts
	allocated to the subaccount that invests in the Replaced Fund to any other available subaccount or
	any available fixed account free of charge, and any such transfer will not count as a transfer when
	imposing any applicable restrictions or limits on transfers (other than restrictions related to
	frequent or disruptive transfers).
·	On the Substitution Effective Date, your investment in the subaccount that invests in the
	Replaced Fund will automatically become an investment in the subaccount that invests in the
	Substitute Fund with an equal total net asset value.
·	You will not incur any fees or charges or any tax liability because of the substitution, and your
	Contract value immediately before the substitution will equal your Contract value immediately
	after the substitution.
·	The overall expenses of the Substitute Fund are less than the overall expenses of the Replaced
	Fund. The fees and expenses of the Substitute Fund are more fully described in the Substitute
	Fund’s summary prospectus.
·	The investment objective and policies of the Substitute Fund are similar to the investment
	objective and policies of the Replaced Fund. The investment objective of the Substitute Fund,
	along with information about the Substitute Fund's investment adviser/subadviser, are more fully
	described in the Substitute Fund’s summary prospectus.
·	Prior to the Substitution Effective Date you will be sent a fund summary prospectus for the
	Substitute Fund. Read this summary prospectus carefully before deciding what to do with
	amounts allocated to the Subaccount that invests in the Substitute Fund. If you have not received
	one, or if you need another copy, please contact our Customer Service Center at 1-800-366-0066.
·	After the Substitution Effective Date, the subaccount investing in the Replaced Fund will no
	longer be available through the Contract and there will be no further disclosure regarding it in any
	future Contract prospectus or supplements to the Contract prospectus.


ING Life Insurance and Annuity Company
Variable Annuity Account B of ING Life Insurance and Annuity Company
Deferred Variable Annuity Contract

ING VARIABLE ANNUITY

	May 1, 2013

The Contract. The contract described in this prospectus is a group or individual deferred variable annuity contract
issued by ING Life Insurance and Annuity Company (“ILIAC,” the “Company,” “we,” “us,” “our”). It is issued to
you, the contract holder, as either a nonqualified deferred annuity, including contracts offered to a custodian for an
Individual Retirement Account as described in Section 408(a) of the Internal Revenue Code of 1986, as amended
(“Tax Code”); a qualified individual retirement annuity (“IRA”); a qualified Roth IRA; or as a qualified contract for
use with certain employer sponsored retirement plans. The contract is not available as a SIMPLE IRA under Tax
Code Section 408(p) and we no longer offer this Contract for sale to new purchasers.

Why Reading this Prospectus Is Important. This prospectus contains facts about the contract and its investment
options that you should know before purchasing. This information will help you decide if the contract is right for
you. Please read this prospectus carefully.

Premium Bonus Option. We will credit a premium bonus to your account for each purchase payment you make
during the first account year if you elect the premium bonus option. There is an additional charge for this option
during the first seven account years. Therefore, the fees you will pay if you elect the premium bonus option will be
greater than the fees you will pay if you do not elect the premium bonus option. The premium bonus option may not
be right for you if you expect to make additional purchase payments after the first account year or if you anticipate
that you will need to make withdrawals during the first seven account years. In these circumstances the amount of
the premium bonus option charge may be more than the amount of the premium bonus we credit to your account.
See “Premium Bonus Option–Suitability.”

Investment Options. The contract offers variable investment options and fixed interest options. When we establish
your account you instruct us to direct account dollars to any of the available 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 listed on the previous page. Earnings on amounts invested in a subaccount will vary depending upon
the performance of its underlying fund. You do not invest directly in or hold shares of the funds.

The Funds. Information about the funds in which the subaccounts invest is located in APPENDIX III-Description
of Underlying Funds and in each fund prospectus. A prospectus containing more information on each Underlying
Fund may be obtained by calling our Customer Service Center at 1-800-366-0066. Read this prospectus in
conjunction with the fund prospectuses, and retain the prospectuses for future reference.

Getting Additional Information. You may obtain free of charge, the May 1, 2013 Statement of
Additional Information (“SAI”) about the separate account by indicating your request on your application or calling
us at 1-800- 366-0066. You may also obtain free of charge, the most recent annual and/or quarterly report
of ING Life Insurance and Annuity Company by calling us at 1-800-366-0066. You may also obtain an SAI for any
of the funds by calling that number. The Securities and Exchange Commission (“SEC”) also makes available to the
public reports and information about the separate account and the funds. Certain reports and information, including
this prospectus and SAI, are available on the EDGAR Database on the SEC website, www.sec.gov, or at the SEC
Public Reference Room in Washington, D.C. You may call 1-202-942-8090 or 1-800-SEC-0330 to get information
about the operations of the Public Reference Room. You may obtain copies of reports and other information about
the separate account and the funds, after paying a duplicating fee, by sending an email request to
publicinfo@sec.gov or by writing to the SEC Public Reference Room, 100 F Street, N.E., Room 1580, Washington,
D.C. 20549-0102. The SAI table of contents is listed in this prospectus. The SAI is incorporated into this prospectus
by reference.

ILIAC Variable Annuity –INGVA


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 than that contained in this prospectus.

Fixed Interest Options.
·	ILIAC Guaranteed Account (the “Guaranteed Account”)
·	Fixed Account

Except as specifically mentioned, this prospectus describes only the investment options offered through the separate
account. However, we describe the fixed interest options in appendices to this prospectus. There is also a separate
Guaranteed Account prospectus. To obtain a copy, write or call our Customer Service Center at P.O. Box 9271, Des
Moines, Iowa 50306-9271, 1-800-366-0066 or access the SEC’s website (www.sec.gov).

Availability of Options. Some funds or fixed interest options may be unavailable through your contract or in your
state.

The contract is not a deposit with, obligation of or guaranteed or endorsed by any bank, nor is it insured by
the FDIC. The contract is subject to investment risk, including the possible loss of the principal amount of
your investment.

We pay compensation to broker/dealers whose registered representatives sell the contract. See “OTHER
TOPICS–Contract Distribution,” for further information about the amount of compensation we pay.

The investment portfolios are listed on the next page.

ILIAC Variable Annuity – INGVA

The investment portfolios currently open and available to new premiums and transfers under your contract are:


	ING Marsico Growth Portfolio (Class S)
Fidelity^®VIP Equity-Income Portfolio (Class I)	ING MFS Total Return Portfolio (Class I)
ING American Funds Asset Allocation Portfolio*	ING MidCap Opportunities Portfolio (Class S)
ING American Funds International Portfolio*	ING Money Market Portfolio (Class I)
ING American Funds World Allocation Portfolio*	ING Multi-Manager Large Cap Core Portfolio (Class I)
ING Balanced Portfolio (Class I)	ING Oppenheimer Global Portfolio (Class I)
ING Baron Growth Portfolio (Class S)~~⁽¹⁾~~	ING PIMCO Total Return Bond Portfolio (Class S)
ING BlackRock Inflation Protected Bond Portfolio (Class S)
ING BlackRock Large Cap Growth Portfolio (Class I)	ING Pioneer High Yield Portfolio (Class I)
ING Clarion Global Real Estate Portfolio (Class S)	ING Pioneer Mid Cap Value Portfolio (Class S)
ING Columbia Contrarian Core Portfolio (Class S)	ING Retirement Conservative Portfolio (Class ADV)*
ING FMR^SMDiversified Mid Cap Portfolio (Class I)	ING Retirement Growth Portfolio (Class ADV)*
ING Franklin Income Portfolio (Class S)	ING Retirement Moderate Growth Portfolio (Class ADV)*
ING Franklin Mutual Shares Portfolio (Class S)	ING Retirement Moderate Portfolio (Class ADV)*
ING Franklin Templeton Founding Strategy Portfolio (Class S)*	ING Russell^TMLarge Cap Growth Index Portfolio (Class I)
ING Global Bond Portfolio (Class I)	ING Russell^TMLarge Cap Index Portfolio (Class I)
ING Global Resources Portfolio (Class S)	ING Russell^TMLarge Cap Value Index Portfolio (Class I)
ING Growth and Income Portfolio (Class I)	ING Small Company Portfolio (Class I)
ING Index Plus LargeCap Portfolio (Class I)	ING SmallCap Opportunities Portfolio (Class S)
ING Intermediate Bond Portfolio (Class I)	ING T. Rowe Price Capital Appreciation Portfolio (Class S)
ING International Index Portfolio (Class I)	ING T. Rowe Price Diversified Mid Cap Growth Portfolio
ING Invesco Equity and Income Portfolio (Class I)	(Class I)
ING JPMorgan Emerging Markets Equity Portfolio (Class S)	ING T. Rowe Price Equity Income Portfolio (Class S)
ING JPMorgan Small Cap Core Equity Portfolio (Class I)	ING T. Rowe Price Growth Equity Portfolio (Class I)
ING Large Cap Growth Portfolio (Class I)	ING Templeton Foreign Equity Portfolio (Class I)
ING Large Cap Value Portfolio (Class S)	ING Templeton Global Growth Portfolio (Class S)

These investment portfolios comprise the subaccounts open to new premiums and transfers. More information can
be found in the appendices. APPENDIX III highlights each portfolio’s investment objective and adviser (and any
subadviser or consultant), as well as indicates recent portfolio changes. See APPENDIX IV for all subaccounts and
valuation information. If you received a summary prospectus for any of the underlying investment portfolios
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
contact information shown on the front of the portfolio’s summary prospectus.

* These investment portfolios are offered in a “Master-Feeder” or “Fund of Funds” structure. See “INVESTMENT

OPTIONS–Mutual Fund (Fund) Descriptions” and “FEES–FUND EXPENSES” for more information about these

investment portfolios.

ILIAC Variable Annuity – INGVA

CONTRACT OVERVIEW

The following is intended as a summary. Please read each section of this prospectus for additional detail.

Questions:

Contacting the Company. To answer your questions, contact your sales representative or write or call our

Customer Service Center at:

ING

P.O. Box 9271

Des Moines, IA 50306-9271

1-800-366-0066

Sending Forms and Written Requests in Good Order. If you are writing to change your beneficiary, request a
withdrawal or for any other purpose, contact us or your sales representative to learn what information is required for
the request to be in “good order.” We can only act upon requests that are received in good order.

Generally, a request is considered to be in “good order” when it is signed, dated and made with such clarity and
completeness that we are not required to exercise any discretion in carrying it out.

Sending Additional Purchase Payments. Use the following addresses when sending additional purchase payments.


If using the U.S. Postal Service:	If using express mail:
ING	ING
Attn: Customer Service Center	Attn: Customer Service Center
P.O. Box 9271	909 Locust Street
Des Moines, IA 50306-9271	Des Moines, IA 50309-2899

Express mail packages should not be sent to the P.O. Box address.

Contract Design:

The contract described in this prospectus is a group or individual deferred variable annuity contract. It is intended to
be a retirement savings vehicle that offers a variety of investment options to help meet long-term financial goals.
The term “contract” in this prospectus refers to individual contracts and to certificates issued under group contracts.

New York Contracts:

Some of the fees, features and benefits of the contract are different if it is issued in the State of New York. For
details regarding the New York contracts, see the “FEE TABLE” and the “NEW YORK CONTRACTS” sections
of this prospectus.

ILIAC Variable Annuity – INGVA

Contract Facts:

Option Packages. There are three option packages available under the contract. You select an option package at the
time of application. Each option package is distinct. See “PURCHASE AND RIGHTS” for age maximums on the
calculation of death benefits. The differences are summarized as follows:

		Option Package I			Option Package II			Option Package III

Mortality and
Expense Risk		0.80%			1.10%			1.25%
Charge¹:
Death Benefit²on	The greater of:			The greatest of:			The greatest of:
Death of the	1.	The sum of all purchase		1.	The sum of all purchase		1.	The sum of all purchase
Annuitant³:		payments, adjusted for			payments, adjusted for			payments, adjusted for
		amounts withdrawn or			amounts withdrawn or			amounts withdrawn or applied
		applied to an income phase			applied to an income phase			to an income phase payment
		payment option as of the			payment option as of the			option as of the claim date; or
		claim date; or			claim date; or		2.	The account value on the claim
	2.	The account value on the		2.	The account value on the			date; or
		claim date.			claim date; or		3.	The “step-up value” on the
				3.	The “step-up value” on the			claim date; or
					claim date.		4.	The “roll-up value” on the
								claim date.⁴
Minimum Initial	Non-Qualified:		Qualified:	Non-Qualified:		Qualified:		Non-Qualified:	Qualified:
Purchase Payment⁵:		$15,000	$1,500		$5,000	$1,500		$5,000	$1,500

Free Withdrawals⁶:		10% of your account value		10% of your account value			10% of your account value each
		each account year, non-			each account year, non-			account year, cumulative to a
		cumulative.			cumulative.			maximum 30%.
Nursing Home
Waiver — Waiver		Not
of Early					Available			Available
Withdrawal		Available
Charge⁷:

1 See “FEE TABLE” and “FEES.”

2 See “DEATH BENEFIT.” If a death benefit is payable based on account value, step-up value or roll-up value, the death

benefit will not include any premium bonus credited to the account after or within 12 months of the date of death. See

“PREMIUM BONUS OPTION-Forfeiture.”

3 When a contract holder who is not the annuitant dies, the amount of the death benefit is not the same as shown above under

each option package. See “DEATH BENEFIT.” Therefore, contract holders who are not also the annuitant should

seriously consider whether Option Packages II and III are suitable for their circumstances.

4 See the “NEW YORK CONTRACTS” section of this prospectus for details regarding the death benefit under Option

Package III for contracts issued in New York.

5 See “PURCHASE AND RIGHTS.”

6 See “FEES.”

7 See “FEES” and the “NEW YORK CONTRACTS” sections of this prospectus for details regarding contracts issued in New

York.

Premium Bonus Option. At the time of application you may elect the premium bonus option. Once elected it may
not be revoked. If you elect this option we will credit your account with a 4% premium bonus for each purchase
payment you make during the first account year. The premium bonus will be included in your account value and
allocated among the investment options you have selected in the same proportion as the purchase payment. See
“PREMIUM BONUS OPTION.”

In exchange for the premium bonus, during the first seven account years you will pay an annual premium bonus
option charge equal to 0.50% of your account value allocated to the subaccounts. This charge may also be deducted
from amounts allocated to the fixed interest options, resulting in a 0.50% reduction in the interest which would have
been credited to your account during the first seven account years if you had not elected the premium bonus option.
See “FEE TABLE” and “FEES.”

ILIAC Variable Annuity – INGVA


In each of the following circumstances all or part of a premium bonus credited to your account will be forfeited:
·	If you exercise your free look privilege and cancel your contract. See “PREMIUM BONUS OPTION–
	Forfeiture” and “RIGHT TO CANCEL.”
·	If a death benefit is payable based on account value, step-up value or roll-up value, but only the amount of any
	premium bonus credited to the account after or within 12 months of the date of death. See “PREMIUM
	BONUS OPTION–Forfeiture” and “DEATH BENEFIT.”
·	If all or part of a purchase payment for which a premium bonus was credited is withdrawn during the first seven
	account years. See “PREMIUM BONUS OPTION–Forfeiture” and “WITHDRAWALS.”

If you expect to make purchase payments to your contract after the first account year, the premium bonus option
may not be right for you. Also, if you anticipate that you will need to make withdrawals from your account during
the first seven account years, you may not want to elect the premium bonus option. See “PREMIUM BONUS
OPTION–Suitability.” Your sales representative can help you decide if the premium bonus option is right for you.

Transferability. You may transfer from one option package to another.
·	Transfers must occur on an account anniversary.
·	A written request for the transfer must be received by us within 60 days of an account anniversary.
·	Certain minimum account values must be met.

See “TRANSFERS BETWEEN OPTION PACKAGES.”

Free Look/Right to Cancel. You may cancel your contract within ten days (some states require more than ten days)
of receipt. See “RIGHT TO CANCEL.”

Death Benefit. Your beneficiary may receive a financial benefit in the event of your death prior to the income
phase. The amount of the death benefit will depend upon the option package selected. See “DEATH BENEFIT.”
Any death benefit during the income phase will depend upon the income phase payment option selected. See “THE
INCOME PHASE.”

Withdrawals. During the accumulation phase you may withdraw all or part of your account value. Certain fees,
taxes and early withdrawal penalties may apply. In addition, the Tax Code restricts full and partial withdrawals in
some circumstances. See “WITHDRAWALS.” Amounts withdrawn from the Guaranteed Account may be subject
to a market value adjustment. See APPENDIX I.

Systematic Distribution Options. These are made available for you to receive periodic withdrawals from your
account, while retaining the account in the accumulation phase. See “SYSTEMATIC DISTRIBUTION
OPTIONS.”

Fees and Expenses. Certain fees and expenses are deducted from the value of your contract. The fees and expenses
deducted may vary depending upon the option package you select. See “FEE TABLE” and “FEES.”

Taxation. You will generally not pay taxes on any earnings from the annuity contract described in this prospectus
until they are withdrawn. Tax-qualified retirement arrangements (e.g., IRAs or 403(b) plans) also defer payment of
taxes on earnings until they are withdrawn. If you are considering funding a tax-qualified retirement arrangement
with an annuity contract, you should know that the annuity contract does not provide any additional tax deferral of
earnings beyond the tax deferral provided by the tax-qualified retirement arrangement. However, annuities do
provide other features and benefits which may be valuable to you. You should discuss your decision with your
financial representative.

Taxes will generally be due when you receive a distribution. Tax penalties may apply in some circumstances. See
“TAXATION.”

ILIAC Variable Annuity – INGVA

Use of an Annuity Contract in an IRA or other Qualified Plan. Under the federal tax laws, earnings on amounts
held in annuity contracts are generally not taxed until they are withdrawn. However, in the case of an Individual
Retirement Annuity or other qualified retirement annuities, an annuity contract is not necessary to obtain this
favorable tax treatment. However, annuities do provide other features and benefits (such as the guaranteed death
benefit or the option of lifetime income phase options at established rates), which may be valuable to you. You
should discuss your alternatives with your sales representative taking into account the additional fees and expenses
you may incur in an annuity. See “PURCHASE AND RIGHTS.”

CONTRACT PHASES

I.	The Accumulation Phase (accumulating dollars under your contract)

STEP 1: You provide us with your completed application and initial purchase payment. We establish an account
for you and credit that account with your initial purchase payment. If you elected the premium bonus option we will
also credit your account with a premium bonus.

STEP 2: You direct us to invest your purchase payment and the premium bonus, if applicable, in one or more of the
following investment options:
·	Fixed Interest Options; or
·	Variable Investment Options. (The variable investment options are the subaccounts of Variable Annuity
	Account B. Each variable investment option invests in a specific mutual fund.)

STEP 3: Each subaccount you select purchases shares of its assigned fund.

II.	The 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 “THE 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; or
·	Select income phase payments that are fixed or vary depending upon the performance of the variable investment
	options you select.

ILIAC Variable Annuity – INGVA

FEE TABLE

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the

contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract,

surrender the contract, or transfer contract value between investment options. State premium taxes may also be

deducted. See “THE INCOME PHASE” for the different fees that may apply after you begin receiving payments

under the contract.

Maximum Transaction Fees:

Early Withdrawal Charge
(As a percentage of payments withdrawn.)


For Contracts Issued Outside of the State of New York
All Contracts (except Roth IRA Contracts Issued Before
September 20, 2000)

Years from Receipt
of Purchase Payment	Early Withdrawal Charge
Less than 2	7%
2 or more but less than 4	6%
4 or more but less than 5	5%
5 or more but less than 6	4%
6 or more but less than 7	3%
7 or more	0%
Roth IRA Contracts Issued Before September 20, 2000
Completed Account Years	Early Withdrawal Charge
Less than 1	5%
1 or more but less than 2	4%
2 or more but less than 3	3%
3 or more but less than 4	2%
4 or more but less than 5	1%
5 or more	0%
For Contracts Issued in the State of New York
All Contracts
Years from Receipt of
Purchase Payment	Early Withdrawal Charge
Less than 1	7%
1 or more but less than 2	6%
2 or more but less than 3	5%
3 or more but less than 4	4%
4 or more but less than 5	3%
5 or more but less than 6	2%
6 or more but less than 7	1%
7 or more	0%
Annual Maintenance Fee	$30.00¹
Transfer Charge	$ 0.00²
Overnight Charge	$20.00³

1 The annual maintenance fee will be waived if your account value is $50,000 or greater on the date this fee is due. See

“FEES–TRANSACTION FEES–Annual Maintenance Fee.”

2 We currently do not impose this charge. We reserve the right, however, during the accumulation phase to charge $10 for each

transfer after the first 12 transfers in each account year. See “FEES–TRANSACTION FEES–Transfer Charge” for

additional information.

3 You may choose to have this charge deducted from the amount of a withdrawal you would like sent to you by overnight

delivery service.

ILIAC Variable Annuity – INGVA

The next table describes the fees and expenses that you will pay periodically during the time that you own the
contract, not including Trust or Fund fees and expenses.

Fees Deducted from Investments in the Separate Account:

Amount During the Accumulation Phase
(Daily deductions, equal to the following percentages on an annual basis, from amounts invested in the
subaccounts.)

If You Do Not Elect the Premium Bonus Option:

	All Account
	Years
Option Page I
Mortality and Expense Risk Charge	0.80%
Administrative Expense Charge	0.15%
Total Separate Account Expenses	0.95%

Option Page II
Mortality and Expense Risk Charge	1.10%
Administrative Expense Charge	0.15%
Total Separate Account Expenses	1.25%

Option Page III
Mortality and Expense Risk Charge	1.25%
Administrative Expense Charge	0.15%
Total Separate Account Expenses	1.40%

If You Elect the Premium Bonus Option:

	Account	After the 7^th
	Years	Account
	1-7	Year
Option Page I
Mortality and Expense Risk Charge	0.80%	0.80%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
Total Separate Account Expenses	1.45%	0.95%

Option Page II
Mortality and Expense Risk Charge	1.10%	1.10%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
Total Separate Account Expenses	1.75%	1.25%

Option Page III
Mortality and Expense Risk Charge	1.25%	1.25%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
Total Separate Account Expenses	1.90%	1.40%

ILIAC Variable Annuity – INGVA


*If You Elect the Premium Bonus Option and Invest in the GET Fund:**

	Account	After the 7^th
	Years	Account
	1-7	Year
Option Page I
Mortality and Expense Risk Charge	0.80%	0.80%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
GET Fund Guarantee Charge	0.50%	0.00%
Total Separate Account Expenses	1.95%	0.95%

Option Page II
Mortality and Expense Risk Charge	1.10%	1.10%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
GET Fund Guarantee Charge	0.50%	0.00%
Total Separate Account Expenses	2.25%	1.25%

Option Page III
Mortality and Expense Risk Charge	1.25%	1.25%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
GET Fund Guarantee Charge	0.50%	0.00%
Total Separate Account Expenses	2.40%	1.40%


*	The GET Fund guarantee charge applies during each guarantee period to amounts invested in the GET Fund investment
	option only. This fee table assumes a GET Fund guarantee period of seven years. See “INVESTMENT OPTIONS” for
	additional information. Effective June 21, 2007, no new series of the GET Fund are available.

Fees Deducted by the Funds:

The next item shows the minimum and maximum total operating expenses charged by a Trust or Fund that you may
pay periodically during the time that you own the Contract. More detail concerning each Trust or Fund’s fees and
expenses is contained in the prospectus for each Trust or Fund.


Total Annual Trust or Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from Trust or Fund assets,
including management fees, distribution and/or service	0.34%	1.51%
(12b-1) fees¹, and other expenses):

1 The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual percentage of the

average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another. 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 are made by the funds or the funds’ affiliates to the Company and do not

increase, directly or indirectly, the fees and expenses shown above. See “FEES–FUND EXPENSES” for additional

information.

ILIAC Variable Annuity – INGVA

Examples:

These examples are intended to help you compare the costs of investing in the contract with the cost of investing in
other variable annuity contracts. These costs include contract owner transaction expenses, contract fees, separate
account annual expenses, and Trust or Fund fees and expenses. The 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 assumes the maximum fees and expenses of the contracts and of any of the Trusts or Funds without taking into
account any fee waiver or expense reimbursement arrangements that may apply.

Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

For Contracts Issued Outside the State of New York
Assuming You Elect the Premium Bonus Option:


1)	If you withdraw your entire account value at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,046	$1,665	$2,186	$3,549
2)	If you do not withdraw your entire account 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
	$346	$1,055	$1,786	$3,549

For Contracts Issued in the State of New York
Assuming You Elect the Premium Bonus Option:


1)	If you withdraw your entire account value at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,046	$1,555	$2,086	$3,549
2)	If you do not withdraw your entire account 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
	$346	$1,055	$1,786	$3,549

* This example does not apply during the income phase if you selected a nonlifetime income phase payment option with

variable payments and take a lump-sum withdrawal after payments start. In this case the lump-sum payment is treated as a

withdrawal during the accumulation phase and may be subject to an early withdrawal charge (refer to Example 1).

Fund Fee Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other expenses
including service fees (if applicable) charged annually by each fund. Fund fees are one factor that impacts the value
of a fund share. Please refer to the fund prospectuses for more information and to learn more about additional
factors.

The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual
percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund
company to another. 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. Please see “FEES–FUND
EXPENSES” for more information.

ILIAC Variable Annuity – INGVA


In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs
subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser
by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to attend
business meetings or training conferences. Investment management fees are apportioned between the affiliated
investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts of
revenue retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not
increase, directly or indirectly, fund fees and expenses. Please see “FEES–FUND EXPENSES” for more
information.

How Fees are Deducted. Fees 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.


CONDENSED FINANCIAL INFORMATION

Understanding Condensed Financial Information. In APPENDIX IV of this prospectus, we provide condensed
financial information about the separate account subaccounts you may invest in through the contract. The numbers
show the year-end unit values of each subaccount from the time purchase payments were first received in the
subaccounts under the contract for the lowest and highest combination of asset-based charges. Complete information
is available in the SAI.

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.

PURCHASE AND RIGHTS

How to Purchase: Please note that this contract is no longer available for purchase, although you may continue to
make purchase payments under existing contracts. We and our affiliates offer various other products with different
features and terms than these contracts that 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
alternative options available, and, if you are interested in learning more about these other products, contact your
registered representative.

·	Individual Contracts. In some states, where group contracts are not available, you may purchase the contract
	directly from us by completing an application and delivering it and your initial purchase payment to us. Upon
	our approval we will issue you a contract and set up an account for you under the contract.

·	Group Contracts. In most states we have distributors, usually broker-dealers or banks, who hold the contract as
	a group contract (see “OTHER TOPICS–Contract Distribution”). You may purchase an interest (or, in other
	words, participate) in the group contract by contacting a distributor and completing an application and
	delivering it with your initial purchase payment to that distributor. Upon our approval, we will set up an account
	for you under the group contract and issue you a certificate showing your rights under the contract.

·	Joint Contracts (generally spouses). For a nonqualified contract, you may participate in a group contract as a
	joint contract holder. References to “contract holder” in this prospectus mean both contract holders under joint
	contracts. Tax law prohibits the purchase of qualified contracts by joint contract holders.

ILIAC Variable Annuity – INGVA


Factors to Consider in the Purchase Decision. You should discuss your decision to purchase a contract with your
sales representative. You should understand the investment options it provides, its other features, the risks and
potential benefits it includes, and the fees and expenses you will incur. You should take note of the following issues,
among others:

1.	Long-Term Investment – This contract is designed for people seeking long-term tax-deferred accumulation of
	assets, generally for retirement or other long-term purposes. Early withdrawals may cause you to incur
	surrender charges and/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 buy this contract if you are looking for a short-term
	investment or expect to need to make withdrawals before you are 59½.

2.	Investment Risk – The value of investment options available under this contract may fluctuate with the markets
	and interest rates. You should not buy this contract in order to invest in these options if you cannot risk getting
	back less money than you put in.

3.	Features and Fees – The fees for this contract reflect costs associated with the features and benefits it provides.
	In some cases, you have the option to elect certain benefits that carry additional charges. As you consider this
	contract, you should determine the value that these various benefits and features have for you, taking into
	account the charges for those features.

4.	Exchanges – If this contract will be a replacement for another annuity contract, you should compare the two
	contracts carefully. You should consider whether any additional benefits under this contract justify any
	increased charges that might apply. Also, be sure to talk to your sales representative or tax adviser to make sure
	that the exchange will be handled so that it is tax-free.

Maximum Issue Age. The maximum issue age for you and the annuitant (if you are not the annuitant) on the date
we establish your account is 90. Please note that there are age maximums on the calculation of the step-up value and
roll-up value death benefits under Option Packages II and III. Therefore, if you are age 75 or older you may want to
consider whether choosing one of these options is in your best interest. See “DEATH BENEFIT” for a description
of the calculation of death benefits above certain ages.

Your Rights Under the Contract:
·	Individual Contracts. You have all contract rights.
·	Group Contracts. The holder of the group contract has title to the contract and, generally, only the right to
	accept or reject any modifications to the contract. You have all other rights to your account under the contract.
·	Joint Contracts. Joint contract holders have equal rights under the contract with respect to their account. All
	rights under the contract must be exercised by both joint contract holders with the exception of transfers among
	investment options. See the “DEATH BENEFIT” section for the rights of the surviving joint contract holder
	upon the death of a joint contract holder prior to the income phase start date.

Purchase Payment Methods. The following purchase payment methods are allowed:
·	One lump sum;
·	Periodic payments; or
·	Transfer or rollover from a pre-existing retirement plan or account.

We reserve the right to reject any purchase payments to a prospective or existing account without advance notice. If
you are considering making periodic payments beyond the first contract year, the premium bonus option may not be
right for you. See “PREMIUM BONUS OPTION–Suitability.”

ILIAC Variable Annuity – INGVA

Purchase Payment Amounts. The minimum initial purchase payment depends upon the option package you select
when you purchase the contract and must be met without consideration of any premium bonus.


	Option		Option		Option
	Package I		Package II		Package III
	Non-		Non-		Non-
Minimum Initial	Qualified:	Qualified:*	Qualified:	Qualified:*	Qualified:	Qualified:*
Purchase
Payment	$15,000	$1,500	$5,000	$1,500	$5,000	$1,500


*	The Tax Code imposes a maximum limit on annual payments which may be excluded from your gross income. Additional
	purchase payments must be at least $1,000 (we may change this amount from time to time). A purchase payment of more
	than $1,500,000 will be allowed only with our consent.

Reduction of Purchase Payment Amounts. In certain circumstances we may reduce the minimum initial or
additional purchase payment amount we will accept under a contract. Whether such a reduction is available will be
based on consideration of each of the following factors:
·	The size and type of the prospective group, if any, to which the reduction would apply;
·	The method and frequency of purchase payments to be made under the contract; and
·	The amount of compensation to be paid to distributors and their registered representative on each purchase
	payment.

Any reduction of the minimum initial or additional purchase payment amount will not be unfairly discriminatory
against any person. We will make any such reduction according to our own rules in effect at the time the purchase
payment is received. We reserve the right to change these rules from time to time.

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.

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 serve to assure that our customers’ identities are properly verified and that
premiums and loan repayments are not derived from improper sources.

Under our anti-money laundering program, we may require policy owners, insured persons 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 premium 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
premium payments or loan repayments (money orders totaling more than $5,000.00, 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 and not issuing the Contract.

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.

ILIAC Variable Annuity – INGVA

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 limits on the number of

investment options you may select. When selecting investment options you may find it helpful to review the

“INVESTMENT OPTIONS” section.

RIGHT TO CANCEL

When and How to Cancel. You may cancel your contract within ten days of receipt (some states require more than

ten days) by returning it to our Customer Service Center along with a written notice of cancellation.

Refunds. We will issue you a refund within seven days of our receipt of your contract and written notice of

cancellation. Unless your state requires otherwise or unless you purchased an IRA, your refund will equal the

purchase payments made plus any earnings or minus any losses attributable to those purchase payments allocated

among the subaccounts. Any premium bonus credited to your account will be forfeited and your refund will reflect

any earnings or losses attributable to the premium bonus. 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 or if you purchased an IRA, we will refund all purchase payments made.

If the purchase payments for your canceled contract came from a 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.

PREMIUM BONUS OPTION

Election. At the time of application you may elect the premium bonus option. Once elected it may not be revoked.

The premium bonus option may not be available under all contracts.

Premium Bonus Amount. If you elect this option we will credit your account with a 4% premium bonus for each

purchase payment you make during the first account year. The premium bonus will be included in your account

value and allocated among the investment options you have selected in the same proportion as the purchase

payment. The amount of the premium bonus we credit to an account may be reduced if the premium bonus option

charge is reduced or eliminated.

Premium Bonus Option Charge. In exchange for the premium bonus, during the first seven account years you will

pay an annual premium bonus option charge equal to 0.50% of your account value allocated to the subaccounts. We

may also deduct this charge from amounts allocated to the fixed interest options, resulting in an annual 0.50%

reduction in the interest which would have been credited to your account during the first seven account years if you

had not elected the premium bonus option. Under certain contracts, the premium bonus option charge may be

reduced or eliminated. See “FEES–Reduction or Elimination of Certain Fees.”

After the seventh account year you will no longer pay the premium bonus option charge. We will administer the

elimination of this charge by decreasing the number of accumulation units and increasing the accumulation unit

values of the subaccounts in which you are then invested. The elimination of this charge and the adjustment of the

number of accumulation units and accumulation unit values will not affect your account value. See “YOUR

ACCOUNT VALUE.”

ILIAC Variable Annuity – INGVA


Forfeiture. In each of the following circumstances all or part of a premium bonus credited to your account will be
forfeited:
·	If you exercise your free look privilege and cancel your contract. See “RIGHT TO CANCEL.”
·	If a death benefit is payable based on account value, step-up value or roll-up value, but only the amount of any
	premium bonus credited to the account after or within 12 months of the date of death. See “DEATH
	BENEFIT.”
·	If all or part of a purchase payment for which a premium bonus was credited is withdrawn during the first seven
	account years. The amount of the premium bonus forfeited will be in the same percentage as the amount
	withdrawn subject to an early withdrawal charge is to the total purchase payments made during the first account
	year. See “WITHDRAWALS.”

The following hypothetical example illustrates how the forfeiture of premium bonus is calculated when you
withdraw all or part of a purchase payment for which a premium bonus was credited during the first seven account
years.


	Purchase	Premium	Account	Withdrawal
Date	Payment	Bonus	Value	Amount	Explanation
May 2, 2008	$100,000	$4,000	$104,000	--	You make a $100,000 initial purchase
					payment and we credit your account
					with a 4% ($4,000) premium bonus.
					Your beginning account value equals
					$104,000.
May 2, 2011	--	--	$120,000	$30,000	Assume that your account value grows
					to $120,000 over the next three years
					and you request a $30,000 withdrawal.
					$18,000 of that $30,000 will be
					subject to an early withdrawal charge
					($30,000 minus $12,000 (the 10% free
					withdrawal amount, see “FEES–Free
					Withdrawals”)) and you would pay a
					$1,080 early withdrawal charge (6%
					of $18,000). Additionally, because
					$18,000 is 18% of the $100,000
					purchase payment made in the first
					account year, 18% of your $4,000
					premium bonus, or $720, would be
					forfeited.*


*	This example assumes that either Option Package I or II has been in effect since you purchased the contract. If Option
	Package III has been in effect since inception, none of the withdrawal would be subject to an early withdrawal charge
	because the 30% cumulative free withdrawal amount ($36,000) would be greater than the amount of the withdrawal. See
	“FEES–Free Withdrawals.” Therefore, the withdrawal would not result in forfeiture of any of the premium bonus.

See the “NEW YORK CONTRACTS” section of this prospectus for details about forfeiture of the premium bonus
under contracts issued in New York.

ILIAC Variable Annuity – INGVA

Suitability. If you expect to make purchase payments to your account after the first account year, the premium

bonus option may not be right for you. Your account will not be credited with a premium bonus for purchase

payments made after the first account year yet we will assess the premium bonus option charge against your account

value which is increased by these additional purchase payments. Consequently, the amount of the premium bonus

option charge you would pay over time may be more than the amount of the premium bonus we credited to your

account. Also, if you anticipate that you will need to make withdrawals from your account during the first seven

account years, you may not want to elect the premium bonus option. When you make such a withdrawal you may

forfeit part of your premium bonus, and the amount of the premium bonus option charge you have paid may be more

than the amount of the premium bonus not forfeited. Likewise, if you make a withdrawal during the first seven

account years and the market is down, the amount of the bonus forfeited may be greater than the then current market

value of the premium bonus. Your sales representative can help you decide if the premium bonus option is right for

you.

INVESTMENT OPTIONS

The contract offers variable investment options and fixed interest options.

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

Account B, a separate account of the Company. Each subaccount invests in a specific mutual fund. You do not

invest directly in or hold shares of the funds.

Mutual Fund (Fund) Descriptions. We provide brief descriptions of the funds in APPENDIX III. Investment

results of the funds are likely to differ significantly and there is no assurance that any of the funds will achieve their

respective investment objectives. 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. Unless otherwise

noted, all funds are diversified as defined under the Investment Company Act of 1940. Refer to the fund

prospectuses for additional information. Fund prospectuses may be obtained, free of charge, from our Customer

Service Center at the address and phone number listed in “CONTRACT OVERVIEW-Questions: Contacting

the Company,” by accessing the SEC’s website or by contacting the SEC Public Reference Room.

Certain funds are offered in a “Master-Feeder” or “Fund of Funds” structure and may have higher fees and expenses

than an investment portfolio that invests directly in debt and equity securities.

ING GET U.S. Core Portfolio (formerly known as, and referred to herein as, “GET Fund”). A GET Fund

series may be available during the accumulation phase of the contract. We make a guarantee, as described below,

when you allocate money into a GET Fund series. Each GET Fund series has an offering period of six months which

precedes the guarantee period. The GET Fund investment option may not be available under your contract or in your

state. Effective June 21, 2007, no new series of the GET Fund are available.

Various series of the GET Fund may be offered from time to time, and additional charges will apply if you elect to

invest in one of these series. The Company makes a guarantee when you direct money into a GET Fund series. We

guarantee that the value of an accumulation unit of the GET Fund subaccount for that series under the contract on

the maturity date will not be less than its value as determined after the close of business on the last day of the

offering period for that GET Fund series. If the value on the maturity date is lower than it was on the last day of the

offering period, we will add funds to the GET Fund subaccount for that series to make up the difference. This means

that if you remain invested in the GET Fund series until the maturity date, at the maturity date, you will receive no

less than the value of your separate account investment directed to the GET Fund series as of the last day of the

offering period, less any maintenance fees or any amounts you transfer or withdraw from the GET Fund subaccount

for that series. The value of dividends and distributions made by the GET Fund series throughout the guarantee

period is taken into account in determining whether, for purposes of the guarantee, the value of your GET Fund

investment on the maturity date is no less than its value as of the day of the offering period. The guarantee does not

promise that you will earn the fund’s minimum targeted return referred to in the investment objective.

ILIAC Variable Annuity – INGVA

If you withdraw or transfer funds from a GET Fund series prior to the maturity date, we will process the transactions
at the actual unit value next determined after we receive your request. The guarantee will not apply to these amounts
or to amounts deducted as a maintenance fee, if applicable. The GET Fund subaccount is not available for the dollar
cost averaging program or the account rebalancing program.

Before the maturity date, we will send a notice to each contract owner who has allocated amounts to the GET Fund
series. This notice will remind you that the maturity date is approaching and that you must choose other investment
options for your GET Fund series amounts. If you do not make a choice on the maturity date, we will transfer your
GET Fund series amounts to another available series of the GET Fund that is then accepting deposits. If no GET
Fund series is then available, we will transfer your GET Fund series amounts to the fund or funds that we designate.

Please see the ING GET U.S. Core Portfolio prospectus for a complete description of the GET Fund investment
option, including charges and expenses.

Fixed Interest Options. If available in your state, the Guaranteed Account or the Fixed Account. The Guaranteed
Account offers certain guaranteed minimum interest rates for a stated period of time. Amounts must remain in the
Guaranteed Account for specific periods to receive the quoted interest rates, or a market value adjustment will be
applied. The market value adjustment may be positive or negative. The Fixed Account guarantees payment of the
minimum interest rate specified in the contract. The Fixed Account is only available in certain states. For a
description of these options, see APPENDICES I and II and the Guaranteed Account prospectus.

Selecting Investment Options:

· Choose options appropriate for you. Your sales representative can help you evaluate which investment

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 values that rise and fall more

rapidly and to a greater degree than other funds. For example, funds investing in foreign or international

securities are subject to risks not associated with domestic investments, and their investment performance may

vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks.

· Be informed. Read this prospectus, the fund prospectuses, the Guaranteed Account and Fixed Account

appendices and the Guaranteed Account prospectus.

Limits on Availability of Options. Some funds or fixed interest options may be unavailable through your contract
or in your state. We may add, withdraw or substitute funds, subject to the conditions in your contract and
compliance with regulatory requirements. In the case of a substitution, the new fund may have different fees and
charges than the fund it replaced.

Limits on How Many Investment Options You May Select. Although there is currently no limit, we reserve the
right to limit the number of investment options you may select at any one time or during the life of the contract. For
purposes of determining any limit, each subaccount and each guaranteed term of the Guaranteed Account, or an
investment in the Fixed Account in certain contracts, will be considered an investment option.

Additional Risks of Investing in the Funds (Mixed and Shared Funding).

“Shared funding” occurs when shares of a fund, which the subaccounts buy for variable annuity contracts, are also
bought by other insurance companies for their variable annuity contracts.

“Mixed funding” occurs when shares of a fund, which the subaccounts buy for variable annuity contracts, are bought
for variable life insurance contracts issued by us or other insurance companies. In other words:

Shared - bought by more than one company.
Mixed - bought for annuities and life insurance.

It is possible that a conflict of interest may arise due to mixed and/or shared funding, which 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 to identify any conflicts which may
arise and to determine what action, if any, should be taken to address such conflicts.

ILIAC Variable Annuity – INGVA


TRANSFERS AMONG INVESTMENT OPTIONS (EXCESSIVE TRADING POLICY)

You may transfer amounts among the available subaccounts. During the accumulation phase we allow you 12 free
transfers each account year. We reserve the right to charge $10 for each additional transfer. We currently do not
impose this charge. During the income phase we allow you four free transfers each account year. We reserve the
right to charge $10 for each additional transfer. We currently do not impose this charge.

Transfers from the Guaranteed Account are subject to certain restrictions and may be subject to a market value
adjustment. Transfers from the Fixed Account are subject to certain restrictions and transfers into the Fixed Account
from any of the other investment options are not allowed. Transfers must be made in accordance with the terms of
your contract.

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.

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 twelve month period.

ILIAC Variable Annuity – INGVA


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 insurance 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 in the prior twelve month period 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 the 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 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 which 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 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 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.

ILIAC Variable Annuity – INGVA

We do 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 insurance companies, either by prospectus or
stated contract, 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 premium or contract value to the fund or all funds within the
fund family.

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 our Customer
Service Center or, if you are participating in the dollar cost averaging or account rebalancing programs, after your
scheduled transfer or reallocation.

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 other electronic transactions. We are not liable for losses resulting from telephone or electronic
instructions we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

ILIAC Variable Annuity – INGVA

The 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 certain subaccounts, the Guaranteed Account or Fixed Account to any of the other
subaccounts. A market value adjustment will not be applied to dollar cost averaging transfers from a guaranteed
term of the Guaranteed Account during participation in the dollar cost averaging program. If such participation is
discontinued, we will automatically transfer the remaining balance in that guaranteed term to another guaranteed
term of the same duration, unless you initiate a transfer into another investment option. In either case a market value
adjustment will apply. See APPENDIX I for more information about dollar cost averaging from the Guaranteed
Account. If dollar cost averaging is stopped with respect to amounts invested in the Fixed Account, the remaining
balance will be transferred to the money market subaccount.

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 and transfers made under this program do not count as transfers when determining the number of free
transfers that may be made each account year. For additional information about this program, contact your sales
representative or call us at the number listed in “CONTRACT OVERVIEW–Questions: Contacting the
Company.”

In certain states purchase payments allocated to the Fixed Account may require participation in the dollar cost
averaging program.

The Account Rebalancing Program. Account rebalancing allows you to reallocate your account value to match the
investment allocations you originally selected. Only account values invested in the subaccounts may be rebalanced.
We automatically reallocate your account value annually (or more frequently as we allow). Account rebalancing
neither ensures a profit nor guarantees against loss in a declining market. There is no additional charge for this
program and transfers made under this program do not count as transfers when determining the number of free
transfers that may be made each account year. You may participate in this program by completing the account
rebalancing section of your application or by contacting us at the address and/or number listed in “CONTRACT
OVERVIEW–Questions: Contacting the Company.”


TRANSFERS BETWEEN OPTION PACKAGES

You may transfer from one option package to another.
·	Transfers must occur on an account anniversary.
·	A written request for the transfer must be received by us within 60 days before an account anniversary.

The following minimum account values need to be met:


	Transfers to		Transfers to
	Option Package I		Option Packages II or III
Minimum Account	Non-Qualified:	Qualified:	Non-Qualified:	Qualified:
Value	$15,000	$1,500	$5,000	$1,500

You will receive a new contract schedule page upon transfer.
Only one option package may be in effect at any time.

ILIAC Variable Annuity – INGVA


	Transfers to		Transfers to		Transfers to
	Option Package I		Option Package II		Option Package III
Death Benefit¹:		Death Benefit¹:		Death Benefit¹:
·	The sum of all purchase	·	The sum of all purchase	·	The sum of all purchase
	payments made, adjusted for		payments made, adjusted for		payments made, adjusted for
	amounts withdrawn or applied		amounts withdrawn or applied		amounts withdrawn or applied
	to an income phase payment		to an income phase payment		to an income phase payment
	option as of the claim date, will		option as of the claim date, will		option as of the claim date, will
	continue to be calculated from		continue to be calculated from		continue to be calculated from
	the account effective date.		the account effective date.		the account effective date.
·	The “step-up value” under	·	If transferring from Option	·	If transferring from Option
	Option Packages II and III will		Package I, the “step-up value”		Package I, the “step-up value”
	terminate on the new schedule		will be calculated beginning on		will be calculated beginning on
	effective date.		the new schedule effective		the new schedule effective
·	The “roll-up value” under		date.		date.
	Option Package III will	·	If transferring from Option	·	If transferring from Option
	terminate on the new schedule		Package III, the “step-up		Package II, the “step-up value”
	effective date.		value” will continue to be		will continue to be calculated
			calculated from the date		from the date calculated under
			calculated under Option		Option Package II.
			Package III.	·	The “roll-up value” will be
		·	The “roll-up value” under		calculated beginning on the
			Option Package III will		new schedule effective date.
			terminate on the new schedule
			effective date.
Nursing Home Waiver²:		Nursing Home Waiver²:		Nursing Home Waiver²:
·	The availability of the waiver	·	If transferring from Option	·	If transferring from Option
	of the early withdrawal charge		Package I, the waiting period		Package I, the waiting period
	under the Nursing Home		under the Nursing Home		under the Nursing Home
	Waiver will terminate on the		Waiver will begin to be		Waiver will begin to be
	new schedule effective date.		measured from the new		measured from the new
			schedule effective date.		schedule effective date.
		·	If transferring from Option	·	If transferring from Option
			Package III, the waiting period		Package II, the waiting period
			will have been satisfied on the		will have been satisfied on the
			new schedule effective date.		new schedule effective date.
Free Withdrawals³:		Free Withdrawals³:		Free Withdrawals³:
·	If transferring from Option	·	If transferring from Option	·	The cumulative to 30%
	Package III, any available free		Package III, any available free		available free withdrawal
	withdrawal amount in excess of		withdrawal amount in excess of		amount will begin to be
	10% will be lost as of the new		10% will be lost as of the new		calculated as of the new
	schedule effective date.		schedule effective date.		schedule effective date.


1	See “DEATH BENEFIT.”
2	See “FEES–Nursing Home Waiver.”
3	See “FEES–Free Withdrawals.”

ILIAC Variable Annuity – INGVA

FEES

The following repeats and adds to information provided in the “Fees and Expenses” section below. Please review

both sections for information on fees.

TRANSACTION FEES

Early Withdrawal Charge

Withdrawals of all or a portion of your account value may be subject to a charge. In the case of a partial withdrawal

where you request a specified dollar amount, the amount withdrawn from your account will be the amount you

specified plus adjustment for any applicable early withdrawal charge.

Amount. A percentage of the purchase payments that you withdraw. The percentage will be determined by the early

withdrawal charge schedule that applies to your account.

Early Withdrawal Charge Schedules


For Contracts Issued outside of the State of New York

All Contracts (except Roth IRA Contracts Issued Before September 20, 2000)

Years from Receipt of
Purchase Payment	Early Withdrawal Charge
Less than 2	7%
2 or more but less than 4	6%
4 or more but less than 5	5%
5 or more but less than 6	4%
6 or more but less than 7	3%
7 or more	0%
Roth IRA Contracts Issued Before September 20, 2000
Completed
Account Years	Early Withdrawal Charge
Less than 1	5%
1 or more but less than 2	4%
2 or more but less than 3	3%
3 or more but less than 4	2%
4 or more but less than 5	1%
5 or more	0%

For Contracts Issued in the State of New York
All Contracts
Years from Receipt of
Purchase Payment	Early Withdrawal Charge
Less than 1	7%
1 or more but less than 2	6%
2 or more but less than 3	5%
3 or more but less than 4	4%
4 or more but less than 5	3%
5 or more but less than 6	2%
6 or more but less than 7	1%
7 or more	0%

Purpose. This is a deferred sales charge. It reimburses us for some of the sales and administrative expenses
associated with the contract. If our expenses are greater than the amount we collect for the early withdrawal charge,
we may use any of our corporate assets, including potential profit that may arise from the mortality and expense risk
charge, to make up any difference.

ILIAC Variable Annuity – INGVA

First In, First Out. The early withdrawal charge is calculated separately for each purchase payment withdrawn. For
purposes of calculating your early withdrawal charge, we consider that your first purchase payment to the account
(first in) is the first you withdraw (first out).

Examples: Where the early withdrawal charge is based on the number of years since the purchase payment was
received, if your initial purchase payment was made three years ago, we will deduct an early withdrawal charge
equal to 6% (4% for a contract issued in NY) of the portion of that purchase payment withdrawn.

For certain Roth IRA contracts where the early withdrawal charge is based on the number of completed account
years, if your initial purchase payment was made three years ago, we will deduct an early withdrawal charge equal
to 2% of the portion of that purchase payment withdrawn.

In each case the next time you make a withdrawal we will assess the early withdrawal charge, if any, against the
portion of the first purchase payment you did not withdraw and/or subsequent purchase payments to your account in
the order they were received.

Earnings may be withdrawn after all purchase payments have been withdrawn. There is no early withdrawal charge
for withdrawal of earnings.

Free Withdrawals. There is no early withdrawal charge if, during each account year, the amount withdrawn is 10%
or less of your account value on the later of the date we established your account or the most recent anniversary of
that date. Under Option Package III, any unused percentage of the 10% free withdrawal amount shall carry forward
into successive account years, up to a maximum 30% of your account value.

The free withdrawal amount will be adjusted for amounts withdrawn under a systematic distribution option or taken
as a required minimum distribution during the account year.

Waiver. The early withdrawal charge is waived for purchase payments withdrawn if the withdrawal is:

· Used to provide income phase payments to you;

· Paid due to the annuitant’s death during the accumulation phase in an amount up to the sum of purchase

payments made, minus the total of all partial withdrawals, amounts applied to an income phase payment option

and deductions made prior to the annuitant’s death;

· Paid upon a full withdrawal where your account value is $2,500 or less and no part of the account has been

withdrawn during the prior 12 months;

· Taken because of the election of a systematic distribution option (see “SYSTEMATIC DISTRIBUTION

OPTIONS”);

· Applied as a rollover to certain Roth IRAs issued by us or an affiliate;

· If approved in your state, taken under a qualified contract, when the amount withdrawn is equal to the minimum

distribution required by the Tax Code for your account calculated using a method permitted under the Tax Code

and agreed to by us (including required minimum distributions using the ECO systematic distribution option

(see “SYSTEMATIC DISTRIBUTION OPTIONS”)); or

· Paid upon termination of your account by us (see “OTHER TOPICS–Involuntary Terminations”).

Nursing Home Waiver. Under Option Packages II and III, you may withdraw all or a portion of your account value

without an early withdrawal charge if:

· More than one account year has elapsed since the schedule effective date;

· The withdrawal is requested within three years of the annuitant’s admission to a licensed nursing care facility

(in Oregon there is no three year limitation period and in New Hampshire non-licensed facilities are included);

and

· The annuitant has spent at least 45 consecutive days in such nursing care facility.

ILIAC Variable Annuity – INGVA

We will not waive the early withdrawal charge if the annuitant was in a nursing care facility for at least one day
during the two week period immediately preceding or following the schedule effective date. It will also not apply to
contracts where prohibited by state law. See the “NEW YORK CONTRACTS” section of this prospectus for
contracts issued in New York.

Annual Maintenance Fee

Maximum Amount. $30.00

When/How. Each year during the accumulation phase we deduct this fee from your account value. We deduct it on
your account anniversary and at the time of full withdrawal. It is deducted proportionally from each investment
option.

Purpose. This fee reimburses us for our administrative expenses relating to the establishment and maintenance of
your account.

Elimination. We will not deduct the annual maintenance fee if your account value is $50,000 or more on the date
this fee is to be deducted.

Transfer Charge

Amount. During the accumulation phase we currently allow you 12 free transfers each account year. We reserve the
right to charge $10 for each additional transfer. We currently do not impose this charge.

Purpose. This charge reimburses us for administrative expenses associated with transferring your dollars among
investment options.

Redemption Fees. If applicable, we may deduct the amount of any redemption fees imposed by the underlying
portfolios 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 contract value. For a more
complete description of the funds’ fees and expenses, review each fund’s prospectus.

Overnight Fee. You may choose to have a $20.00 overnight charge deducted from the amount of a withdrawal you
would like sent to you by overnight delivery service.

FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT

Mortality and Expense Risk Charge

Maximum Amount. During the accumulation phase the amount of this charge, on an annual basis, is equal to the
following percentages of your account value invested in the subaccounts:


Option Package I	Option Package II
0.80%	1.10%

During the income phase this charge, on an annual basis, is equal to 1.25% of amounts invested in the subaccounts.
See “THE 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.

ILIAC Variable Annuity – INGVA

Purpose. This charge compensates us for the mortality and expense risks we assume under the contract.

· The mortality risks are those risks associated with our promise to make lifetime income phase payments based

on annuity rates specified in the contract.

· The expense risk is the risk that the actual expenses we incur under the contract 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 contract,
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.

Administrative Expense Charge

Maximum Amount. During the accumulation phase the amount of this charge, on an annual basis, is equal to the
following percentages of your account value invested in the subaccounts:


Option Package I	Option Package II	Option Package III
0.15%	0.15%	0.15%

There is currently no administrative expense charge during the income phase. We reserve the right, however, to
charge an administrative expense charge of up to 0.25% during the income phase.

When/How. If imposed, we deduct this charge daily from the subaccounts corresponding to the funds you select.
We do not deduct this charge from the fixed interest options. 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 our administrative expenses.

Premium Bonus Option Charge

Maximum Amount. 0.50%, but only if you elect the premium bonus option.

When/How. We deduct this charge daily from the subaccounts corresponding to the funds you select. We may also
deduct this charge from amounts allocated to the fixed interest options. This charge is deducted for the first seven
account years during the accumulation phase and, if applicable, the income phase.

Purpose. This charge compensates us for the cost associated with crediting the premium bonus to your account on
purchase payments made during the first account year. See “PREMIUM BONUS OPTION–Premium Bonus
Option Charge.”

ING GET U.S. Core Portfolio Guarantee Charge

Effective June 21, 2007, no new series of the GET Fund are available.

Maximum Amount. 0.50%, but only if you elect to invest in the GET Fund investment option.

When/How. We deduct this charge daily during the guarantee period from amounts allocated to the GET Fund
investment option.

Purpose. This charge compensates us for the cost of providing a guarantee of accumulation unit values of the GET
Fund subaccount. See “INVESTMENT OPTIONS.”

ILIAC Variable Annuity – INGVA

REDUCTION OR ELIMINATION OF CERTAIN FEES

When sales of the contract are made to individuals or a group of individuals in a manner that results in savings of
sales or administrative expenses, we may reduce or eliminate the early withdrawal charge, annual maintenance fee,
mortality and expense risk charge, administrative expense charge or premium bonus option charge. Our decision to
reduce or eliminate any of these fees will be based on one or more of the following:

· The size and type of group to whom the contract is issued;

· The amount of expected purchase payments;

· A prior or existing relationship with the Company, such as being an employee or former employee of the

Company or one of our affiliates, receiving distributions or making transfers from other contracts issued by us

or one of our affiliates or transferring amounts held under qualified retirement plans sponsored by us or one of

our affiliates;

· The type and frequency of administrative and sales services provided; or

· The level of annual maintenance fee and early withdrawal charges.

In the case of an exchange of another contract issued by us or one of our affiliates where the early withdrawal charge
has been waived, the early withdrawal charge for certain contracts offered by this prospectus may be determined
based on the dates purchase payments were received in the prior contract.

The reduction or elimination of any of these fees will not be unfairly discriminatory against any person and will be
done according to our rules in effect at the time the contract is issued. We reserve the right to change these rules
from time to time. The right to reduce or eliminate any of these fees may be subject to state approval.

FUND EXPENSES

As shown in the fund prospectuses and described in the “Fees Deducted by the Funds” section of this prospectus,
each fund deducts management 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 owner services provided on behalf of the fund. Furthermore, certain
funds may 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. For a more complete description of the funds’ fees and expenses, review each fund’s
prospectus.

The company may receive substantial revenue from each of the funds or the funds’ affiliates, 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 the 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. You should evaluate the expenses associated with the
funds available through this contract before making a decision to invest.

Assets allocated to affiliated funds, meaning funds managed by Directed Services 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 make a profit from this revenue to the extent it exceeds the company’s expenses, including the
payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds. The types of revenue received by the company from
affiliated funds may include:

· A share of the management fee deducted from fund assets;

· Service fees that are deducted from fund assets;

· For certain share classes, compensation paid out of 12b-1 fees that are deducted from fund assets; 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.

ILIAC Variable Annuity – INGVA

These revenues may be received as cash payments or according to a variety of financial accounting techniques that
are used to allocate revenue and profits across the organization. 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 may be retained by the
affiliated investment adviser and ultimately shared with the company. The company receives additional amounts
related to affiliated funds in the form of intercompany payments from the fund’s investment adviser or the
investment adviser’s parent. These revenues provide the company with a financial incentive to offer affiliated funds
through the contract rather than unaffiliated funds.

Types of 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
unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

The types of revenues received by the company or its affiliates from unaffiliated funds include:

· For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets; and

· Additional payments for administrative, recordkeeping or other services that 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.

These revenues are received as cash payments.

The Fidelity^®Variable Insurance Products Portfolios are the only unaffiliated funds currently offered through the
contract. We receive more revenues from affiliated funds than we do from the Fidelity^®Variable Insurance Products
Portfolios.

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 opportunity to host due diligence meetings for representatives and wholesalers.

Certain funds may be structured as “Master-Feeder” or “Fund of Funds.” Funds offered in a Master-Feeder structure
(such as the ING American Funds) or “Fund of Funds” structure (such as the ING Retirement Portfolios) 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 funds as well. The fund prospectuses disclose the aggregate annual
operating expenses of each portfolio and its corresponding underlying fund or funds. The funds offered in a
“Master-Feeder” or “Fund of Funds” structure are identified in the list of investment portfolios toward the front of
this prospectus.

Please note that 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. For
more information, please see “OTHER TOPICS–Contract Distribution.”

ILIAC Variable Annuity – INGVA

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 annuity purchase rates.

In addition, we reserve the right to assess a charge for any federal taxes due against the separate account. See
“TAXATION.”


YOUR ACCOUNT VALUE

During the accumulation phase your account value at any given time equals:
·	The current dollar value of amounts invested in the subaccounts; plus
·	The current dollar values of amounts invested in the fixed interest options, including interest earnings to date.

Subaccount Accumulation Units. When you select a fund as an investment option, your account dollars invest in
“accumulation units” of the separate account subaccount corresponding to that fund. The subaccount invests directly
in the fund shares. The value of your interests 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, the administrative
expense charge, the premium bonus option charge (if any) and, for amounts allocated to the ING GET U.S. Core
Portfolio subaccount only, the GET Fund guarantee charge. 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 from investments in the separate account, such as the premium bonus option charge and

guarantee charges for the ING GET U.S. Core Portfolio. See “FEES.”

ILIAC Variable Annuity – INGVA


The net investment rate may be either positive or negative.

Hypothetical Illustration. As a hypothetical illustration assume that your initial purchase payment to a qualified
contract is $5,000 and you direct us to invest $3,000 in Fund A and $2,000 in Fund B. Also assume that you did not
elect the premium bonus option and on the day we receive the purchase payment the applicable AUVs 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 $20 for Subaccount B. Your account is credited with 300 accumulation units of Subaccount A and 100
accumulation units of Subaccount B.

Step 1:		You make an initial purchase payment of $5000.

Step 2:
		A.	You direct us to invest $3,000 in Fund A. The purchase payment purchases 300 accumulation units
			of Subaccount A ($3,000 divided by the current $10 AUV).
		B.	You direct us to invest $2,000 in Fund B. The purchase payment purchases 100 accumulation units
			of Subaccount B ($2,000 divided by the current $20 AUV).

Step 3:		The separate account purchases shares of the applicable funds at the then current market value (net asset
		value or NAV).

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 your 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 purchase 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 AUV will vary day to day.



WITHDRAWALS

You may withdraw all or a portion of your account value at any time during the accumulation phase. If you
participate in the contract through a 403(b) plan, certain restrictions apply. See “Restrictions on Withdrawals from
403(b) Plan Accounts.”

Steps for Making a Withdrawal:

·	Select the withdrawal amount.
	(1)	Full Withdrawal: You will receive, reduced by any required withholding tax, your account value allocated
		to the subaccounts, the Guaranteed Account (plus or minus any applicable market value adjustment) and
		the Fixed Account, minus any applicable early withdrawal charge, annual maintenance fee and forfeited
		premium bonus.
	(2)	Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive, reduced by any required
		withholding tax, the amount you specify, subject to the value available in your account. However, the
		amount actually withdrawn from your account will be adjusted by any applicable early withdrawal charge,
		any positive or negative market value adjustment for amounts withdrawn from the Guaranteed Account and
		any forfeited premium bonus. See APPENDICES I and II and the Guaranteed Account prospectus for
		more information about withdrawals from the Guaranteed Account and the Fixed Account.
·	Select investment options. If you do not specify this, we will withdraw dollars in the same proportion as the
	values you hold in the various investment options from each investment option in which you have an account
	value.
·	Properly complete a disbursement form and deliver it to our Customer Service Center.

ILIAC Variable Annuity – INGVA


Restrictions on Withdrawals from 403(b) Plan Accounts. Under Section 403(b) contracts the withdrawal of
salary reduction contributions and earnings on such contributions is generally prohibited prior to the participant’s
death, disability, attainment of age 59½, separation from service or financial hardship. See “TAXATION.”

Calculation of Your Withdrawal. We determine your account value every 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 our Customer
Service Center.

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.

Reinstating a Full Withdrawal. Within 30 days after a full withdrawal, if allowed by law and the contract, you
may elect to reinstate all or a portion of your withdrawal. We must receive any reinstated amounts within 60 days of
the withdrawal. We reserve the right, however, to accept a reinstatement 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 reinstated based on the subaccount values next computed following our receipt of your request and
the amount to be reinstated. We will credit the amount reinstated proportionally for annual maintenance fees and
early withdrawal charges imposed at the time of withdrawal. We will deduct from the amount reinstated any annual
maintenance fee which fell due after the withdrawal and before the reinstatement. We will reinstate in the same
investment options and proportions in place at the time of withdrawal. If you withdraw amounts from a series of the
ING GET U.S. Core Portfolio and then elect to reinstate them, we will reinstate them in an ING GET U.S. Core
Portfolio series that is then accepting deposits, if one is available. If one is not available, we will reallocate your
GET amounts among other investment options in which you invested, on a pro-rata basis. The reinstatement
privilege may be used only once. Special rules apply to reinstatement of amounts withdrawn from the Guaranteed
Account (see APPENDIX I and the Guaranteed Account prospectus). We will not credit your account for market
value adjustments or any premium bonus forfeited that we deducted at the time of your withdrawal or refund any
taxes that were withheld. Seek competent advice regarding the tax consequences associated with reinstatement.


SYSTEMATIC DISTRIBUTION OPTIONS

Systematic distribution options may be exercised at any time during the accumulation phase.

Features of a Systematic Distribution Option. A systematic distribution option allows you to receive regular
payments from your contract without moving into the income phase. By remaining in the accumulation phase, you
retain certain rights and investment flexibility not available during the income phase.

The following systematic distribution options may be available:
·	SWO - Systematic Withdrawal Option. SWO is a series of automatic partial withdrawals from your account
	based on a payment method you select. Consider this option if you would like a periodic income while retaining
	investment flexibility for amounts accumulated in the account.
·	ECO - Estate Conservation Option. ECO offers the same investment flexibility as SWO, but is designed for
	those who want to receive only the minimum distribution that the Tax Code requires each year. Under ECO we
	calculate the minimum distribution amount required by law, generally at age 70½, and pay you that amount
	once a year. ECO is not available under nonqualified contracts. An early withdrawal charge will not be
	deducted from and a market value adjustment will not be applied to any part of your account value paid under
	an ECO.
·	LEO - Life Expectancy Option. LEO provides for annual payments for a number of years equal to your life
	expectancy or the life expectancy of you and a designated beneficiary. It is designed to meet the substantially
	equal periodic payment exception to the 10% premature distribution penalty under Tax Code section 72. See
	“TAXATION.”

ILIAC Variable Annuity – INGVA

Other Systematic Distribution Options. We may add additional systematic distribution options from time to time.
You may obtain additional information relating to any of the systematic distribution options from your sales
representative or by calling us at the number listed in “CONTRACT OVERVIEW-Questions: Contacting the
Company.”

Systematic Distribution Option Availability. Withdrawals under a systematic distribution option are limited to
your free withdrawal amount. See “FEES–TRANSACTION FEES–Early Withdrawal Charge–Free
Withdrawals.” 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 sales 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 our Customer Service Center. ECO, once revoked, may not, unless allowed under the
Tax Code, be elected again.

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, or later revoking the option, may have tax
consequences. If you are concerned about tax implications, consult a qualified tax adviser before electing an option.

DEATH BENEFIT

This section provides information about the death benefit during the accumulation phase. For death benefit

information applicable to the income phase, see “THE INCOME PHASE.”

Terms to Understand

Account Year/Account Anniversary: A period of 12 months measured from the date we established your account

and each anniversary of this date. Account anniversaries are measured from this date.

Annuitant(s): The person(s) on whose life(lives) or life expectancy(ies) the income phase payments are based.

Beneficiary(ies): The person(s) or entity(ies) entitled to receive a death benefit under the contract.

Claim Date: The date proof of death and the beneficiary’s right to receive the death benefit are received in good

order at our Customer Service Center. Please contact our Customer Service Center to learn what information is

required for a request for payment of the death benefit to be in good order.

Contract Holder (You/Your): The contract holder of an individually owned contract or the certificate holder of a

group contract. The contract holder and annuitant may be the same person.

Schedule Effective Date: The date an option package and benefits become effective. The initial schedule effective

date equals the date we established your account. Thereafter, this date can occur only on an account anniversary.

During the Accumulation Phase

When is a Death Benefit Payable? During the accumulation phase a death benefit is payable when the contract

holder or the annuitant dies. If there are joint contract holders, the death benefit is payable when either one dies.

ILIAC Variable Annuity – INGVA

Who Receives the Death Benefit? If you would like certain individuals or entities to receive the death benefit when
it becomes payable, you may name them as your beneficiaries. However, if you are a joint contract holder and you
die, the beneficiary will automatically be the surviving joint contract holder. In this circumstance any other
beneficiary you named will be treated as the primary or contingent beneficiary, as originally named, of the surviving
joint contract holder. The surviving joint contract holder may change the beneficiary designation. If you die and no
beneficiary exists, the death benefit will be paid in a lump sum to your estate.

Designating Your Beneficiary. You may designate a beneficiary on your application or by contacting your sales
representative or us as indicated in “CONTRACT OVERVIEW-Questions: Contacting the Company.”

Death Benefit Amount. The death benefit depends upon the option package in effect on the date the annuitant dies.


		Option Package I		Option Package II		Option Package III
Death Benefit	The greater of:		The greatest of:		The greatest of:
on Death of	1.	The sum of all	1.	The sum of all purchase	1.	The sum of all purchase payments,
the Annuitant:		purchase payments,		payments, adjusted for		adjusted for amounts withdrawn or
		adjusted for amounts		amounts withdrawn or applied		applied to an income phase payment
		withdrawn or applied		to an income phase payment		option as of the claim date; or
		to an income phase		option as of the claim date; or	2.	The account value* on the claim
		payment option as of	2.	The account value* on the		date; or
		the claim date; or		claim date; or	3.	The “step-up value”* (as described
	2.	The account value* on	3.	The “step-up value”* (as		below) on the claim date; or
		the claim date.		described below) on the claim	4.	The “roll-up value”* (as described
				date.		below) on the claim date.**


*	For purposes of calculating the death benefit, the account value, step-up value and roll-up value will be reduced by the
	amount of any premium bonus credited to your account after or within 12 months of the date of death. See “PREMIUM
	BONUS OPTION–Forfeiture.”
See the “NEW YORK CONTRACTS**” section of this prospectus for details about the Option Package III death benefit for
	contracts issued in New York.

Step-up Value. On the schedule effective date, the step-up value is equal to the greater of:
·	The account value; or
·	The step-up value, if any, calculated on the account anniversary prior to the schedule effective date, adjusted for
	purchase payments made and amounts withdrawn or applied to an income phase payment option during the
	prior account year.

Thereafter, once each year on the anniversary of the schedule effective date until the anniversary immediately
preceding the annuitant’s 85^thbirthday or death, whichever is earlier, the step-up value is equal to the greater of:
·	The step-up value most recently calculated, adjusted for purchase payments made and amounts withdrawn or
	applied to an income phase payment option during the prior account year; or
·	The account value on that anniversary of the schedule effective date.

On each anniversary of the schedule effective date after the annuitant’s 85^thbirthday, the step-up value shall be equal
to the step-up value on the anniversary immediately preceding the annuitant’s 85^thbirthday, adjusted for purchase
payments made and amounts withdrawn or applied to an income phase payment option since that anniversary.

On the claim date, the step-up value shall equal the step-up value on the anniversary of the schedule effective date
immediately preceding the annuitant’s death, adjusted for purchase payments made and amounts withdrawn or
applied to an income phase payment option since that anniversary.

For purposes of calculating the death benefit, the step-up value will be reduced by the amount of any premium
bonus credited to your account after or within 12 months of the date of death. See “PREMIUM BONUS OPTION–
Forfeiture.”

ILIAC Variable Annuity – INGVA

Roll-up Value. On the schedule effective date, the roll-up value is equal to the account value. Thereafter, once each
year on the anniversary of the schedule effective date until the anniversary immediately preceding the annuitant’s
76^thbirthday or death, whichever is earlier, the roll-up value is equal to the roll-up value most recently calculated
multiplied by a factor of 1.05, adjusted for purchase payments made and amounts withdrawn or applied to an
income phase payment option during the prior account year. The roll-up value may not exceed 200% of the account
value on the schedule effective date, adjusted for purchase payments made and amounts withdrawn or applied to an
income phase payment option since that date.

On each anniversary of the schedule effective date after the annuitant’s 76^thbirthday, the roll-up value shall be equal
to the roll-up value on the anniversary immediately preceding the annuitant’s 76^thbirthday, adjusted for purchase
payments made and amounts withdrawn or applied to an income phase payment option since that anniversary. On
the claim date, the roll-up value shall equal the roll-up value on the anniversary of the schedule effective date
immediately preceding the annuitant’s death, adjusted for purchase payments made and amounts withdrawn or
applied to an income phase payment option since that anniversary.

For purposes of calculating the death benefit, the roll-up value will be reduced by the amount of any premium bonus
credited to your account after or within 12 months of the date of death. See “PREMIUM BONUS OPTION–
Forfeiture.”

The “roll-up value” is not available on contracts issued in the State of New York. See the “NEW YORK
CONTRACTS” section of this prospectus for details about the Option Package III death benefit for contracts
issued in New York.

Adjustment. For purposes of determining the death benefit, the adjustment for purchase payments made will be
dollar for dollar. The adjustment for amounts withdrawn or applied to an income phase payment option will be
proportionate, reducing the sum of all purchase payments made, the step-up value and the roll-up value in the same
proportion that the account value was reduced on the date of the withdrawal or application to an income phase
payment option.

Death Benefit Greater than the Account Value. Notwithstanding which option package is selected, on the claim
date, if the amount of the death benefit is greater than the account value, the amount by which the death benefit
exceeds the account value will be deposited and allocated to the money market subaccount available under the
contract, thereby increasing the account value available to the beneficiary to an amount equal to the death benefit.

Prior to the election of a method of payment of the death benefit 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 has the right to allocate or transfer any amount to any available investment option (subject to a market
value adjustment, as applicable). The amount paid to the beneficiary will equal the adjusted account value on the
day the payment is processed. Subject to the conditions and requirements of state law, unless your beneficiary
elects otherwise, the distribution will generally be made into an interest bearing account, backed by our general
account that is accessed by the beneficiary through a draftbook feature. The beneficiary may access death benefit
proceeds at any time without penalty. Interest earned on this account may be less than interest paid on other
settlement options. Beneficiaries should carefully review all settlement and payment options available under the
contract and are encouraged to consult with a financial professional or tax advisor before choosing a settlement or
payment option.

Death Benefit Amounts in Certain Cases

If a Spousal Beneficiary Continues the Account Following the Death of the Contract Holder/Annuitant. If a
spousal beneficiary continues the account at the death of a contract holder who was also the annuitant, the spousal
beneficiary becomes the annuitant. The option package in effect at the death of the contract holder will also apply to
the spousal beneficiary, unless later changed by the spousal beneficiary. The premium bonus option charge, if any,
will continue, unless the premium bonus was forfeited when calculating the account value, step-up value and roll-up
value on the death of the original contract holder/annuitant.

ILIAC Variable Annuity – INGVA

The amount of the death benefit payable at the death of a spousal beneficiary who has continued the account shall be
determined under the option package then in effect, except that:


(1)	In calculating the sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase
	payment option, the account value on the claim date following the original contract holder’s/annuitant’s death
	shall be treated as the spousal beneficiary’s initial purchase payment;
(2)	In calculating the step-up value, the step-up value on the claim date following the original contract
	holder’s/annuitant’s death shall be treated as the spousal beneficiary’s initial step-up value; and
(3)	In calculating the roll-up value, the roll-up value on the claim date following the original contract
	holder’s/annuitant’s death shall be treated as the initial roll-up value.

If the Contract Holder is not the Annuitant. Under nonqualified contracts only the death benefit described above
under Option Packages I, II and III will not apply if a contract holder (including a spousal beneficiary who has
continued the account) who is not also the annuitant dies. In these circumstances the amount paid will be equal to
the account value on the date the payment is processed, plus or minus any market value adjustment. An early
withdrawal charge may apply to any full or partial payment of this death benefit.

Because the death benefit in these circumstances equals the account value, plus or minus any market value
adjustment, a contract holder who is not also the annuitant should seriously consider whether Option
Packages II and III are suitable for their circumstances.

If the spousal beneficiary who is the annuitant continues the account at the death of the contract holder who was not
the annuitant, the annuitant will not change. The option package in effect at the death of the contract holder will also
apply to the spousal beneficiary, unless later changed by the spousal beneficiary, and the death benefit payable at the
spousal beneficiary’s death shall be determined under the option package then in effect.

Guaranteed Account. For amounts held in the Guaranteed Account, see APPENDIX I for a discussion of the
calculation of the death benefit.

Death Benefit-Methods of Payment

For Qualified Contracts. Under a qualified contract if the annuitant dies the beneficiary may choose one of the
following three methods of payment:

· Apply some or all of the account value, plus or minus any market value adjustment, to any of the income phase

payment options (subject to the Tax Code distribution rules (see “TAXATION”));

· Receive, at any time, a lump-sum payment equal to all or a portion of the account value, plus or minus any

market value adjustment; or

· Elect SWO, ECO or LEO (described in “SYSTEMATIC DISTRIBUTION OPTIONS”), provided the

election would satisfy the Tax Code minimum distribution rules.

Payments from a Systematic Distribution Option. If the annuitant was receiving payments under a systematic
distribution option and died before the Tax Code’s required beginning date for minimum distributions, payments
under the systematic distribution option will stop. The beneficiary, or contract holder on behalf of the beneficiary,
may elect a systematic distribution option provided the election is permitted under the Tax Code minimum
distribution rules. If the annuitant dies after the required beginning date for minimum distributions, payments will
continue as permitted under the Tax Code minimum distribution rules, unless the option is revoked.

Distribution Requirements. Subject to Tax Code limitations, a beneficiary may be able to defer distribution of the
death benefit. Death benefit payments must satisfy the distribution rules in Tax Code Section 401(a)(9). See
“TAXATION.”

ILIAC Variable Annuity – INGVA


For Non-Qualified Contracts.

(1)	If you die and the beneficiary is your surviving spouse, or if you are a non-natural person and the annuitant dies
	and the beneficiary is the annuitant’s surviving spouse, then the beneficiary becomes the successor contract
	holder. In this circumstance the Tax Code does not require distributions under the contract until the successor
	contract holder’s death.

	As the successor contract holder, the beneficiary may exercise all rights under the account and has the following
	options:
	(a)	Continue the contract in the accumulation phase;
	(b)	Elect to apply some or all of the account value, plus or minus any market value adjustment, to any of the
		income phase payment options; or
	(c)	Receive at any time a lump-sum payment equal to all or a portion of the account value, plus or minus any
		market value adjustment.

		If you die and are not the annuitant, an early withdrawal charge will apply if a lump sum is elected.

(2)	If you die and the beneficiary is not your surviving spouse, he or she may elect option 1(b) or option 1(c) above
	(subject to the Tax Code distribution rules). See “TAXATION.”

	In this circumstance the Tax Code requires any portion of the account value, plus or minus any market value
	adjustment, not distributed in installments over the beneficiary’s life or life expectancy, beginning within one
	year of your death, must be paid within five years of your death. See “TAXATION.”

(3)	If you are a natural person but not the annuitant and the annuitant dies, the beneficiary may elect option 1(b) or
	1(c) above. If the beneficiary does not elect option 1(b) within 60 days from the date of death, the gain, if any,
	will be included in the beneficiary’s income in the year the annuitant dies.

Payments from a Systematic Distribution Option. If the contract holder or annuitant dies and payments were
made under SWO, payments will stop. A beneficiary, however, may elect to continue SWO.

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
“TAXATION.”

THE INCOME PHASE

During the income phase you stop contributing dollars to your account and start receiving payments from your

accumulated account value.

Initiating Payments. At least 30 days prior to the date you want to start receiving payments you must notify us in

writing of all of the following:

· Payment start date;

· Income phase payment option (see the income phase payment options table in this section);

· Payment frequency (i.e., monthly, quarterly, semi-annually or annually);

· Choice of fixed, variable or a combination of both 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.

ILIAC Variable Annuity – INGVA


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 held in the subaccount(s) you
select. Not all subaccounts available during the accumulation phase may be available during the income phase.
Payment amounts will vary depending upon the performance of the subaccounts you select. For variable income
phase payments, you must 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 3½%. If you select a 5% rate, your first income phase 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 3½% 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 rate 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 $50; and
·	Total yearly income phase payments of at least $250.

If your account value is too low to meet these minimum payment amounts, you will receive one lump-sum payment.
Unless prohibited by law, we reserve the right to increase the minimum payment amount based on increases
reflected in the Consumer Price Index-Urban (CPI-U) since July 1, 1993.

Restrictions on Start Dates and the Duration of Payments. Income phase payments may not begin during the
first account year, or, unless we consent, later than the later of:
(a)	The first day of the month following the annuitant’s 85^thbirthday; or
(b)	The tenth anniversary of the last purchase payment made to your account.

Income phase payments will not begin until you have selected an income phase payment option. Failure to select an
income phase payment option by the later of the annuitant’s 85^thbirthday or the tenth anniversary of your last
purchase payment may have adverse tax consequences. You should consult with a qualified tax adviser if you are
considering delaying the selection of an income phase payment option before the later of these dates.

For qualified contracts only, income phase payments may not extend beyond:
(a)	The life of the annuitant;
(b)	The joint lives of the annuitant and beneficiary;
(c)	A guaranteed period greater than the annuitant’s life expectancy; or
(d)	A guaranteed period greater than the joint life expectancies of the annuitant and beneficiary.

When income phase payments start the age of the annuitant plus the number of years for which payments are
guaranteed may not exceed 95.

If income phase payments start when the annuitant is at an advanced age, such as over 85, it is possible that the
contract will not be considered an annuity for federal tax purposes.

See “TAXATION” for further discussion of rules relating to income phase payments.

ILIAC Variable Annuity – INGVA

Charges Deducted.

· If variable income phase payments are selected, we make a daily deduction for mortality and expense risks from

amounts held in the subaccounts. Therefore, if you choose variable income phase payments and a nonlifetime

income phase payment option, we still make this deduction from the subaccounts you select, even though we no

longer assume any mortality risks. The amount of this charge, on an annual basis, is equal to 1.25% of amounts

invested in the subaccounts. See “FEES–FEES DEDUCTED FROM INVESTMENTS IN THE

SEPARATE ACCOUNT–Mortality and Expense Risk Charge.”

· There is currently no administrative expense charge during the income phase. We reserve the right, however, to

charge an administrative expense charge of up to 0.25% during the income phase. If imposed, we deduct this

charge daily from the subaccounts corresponding to the funds you select. If we are imposing this charge when

you enter the income phase, the charge will apply to you during the entire income phase. See “FEES–FEES

DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT–Administrative Expense

Charge.”

· If you elected the premium bonus option and variable income phase payments, we may also deduct the premium

bonus option charge. We deduct this charge daily during the first seven account years from the subaccounts

corresponding to the funds you select. If fixed income phase payments are selected, this charge may be reflected

in the income phase payment rates. See “FEES–FEES DEDUCTED FROM INVESTMENTS IN THE

SEPARATE ACCOUNT–Premium Bonus Option Charge.”

Death Benefit during the Income Phase. The death benefits that may be available to a beneficiary are outlined in
the income phase payment options 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 the payment
in good order at our Customer Service Center. Unless your beneficiary elects otherwise, the distribution will
generally be made into an interest bearing account, backed by our general account that is accessed by the beneficiary
through a draftbook feature. The beneficiary may access death benefit proceeds at any time without penalty. Interest
earned on this account may be less than interest paid on other settlement options. If 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
made after the date of death.

Beneficiary Rights. A beneficiary’s right to elect an income phase payment option or receive a lump-sum payment
may have been restricted by the contract holder. If so, such rights or options will not be available to the beneficiary.

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. Whether the Tax Code
considers such payments taxable as income phase payments or as withdrawals is currently unclear; therefore, you
should consult with a qualified tax adviser before electing this option. The same or different income phase payment
option may be selected for the portion left invested in the accumulation phase.

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 “TAXATION” for additional information.

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.

ILIAC Variable Annuity – INGVA

Terms to understand:

Annuitant(s): The person(s) on whose life expectancy(ies) the income phase payments are based.

Beneficiary(ies): The person(s) or entity(ies) entitled to receive a death benefit under the contract.


Lifetime Income Phase Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be
	made if the annuitant dies prior to the second payment’s due date.
	Death Benefit-None: All payments end upon the annuitant’s death.
Life Income-	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your choice
Guaranteed	of 5 to 30 years or as otherwise specified in the contract.
Payments	Death Benefit-Payment to the Beneficiary: If the annuitant dies before we have made all the
	guaranteed payments, we will continue to pay the beneficiary the remaining payments, unless the
	beneficiary elects to receive a lump-sum payment equal to the present value of the remaining
	guaranteed payments.
Life Income-	Length of Payments: For as long as either annuitant lives. It is possible that only one payment will
Two Lives	be made if both annuitants die before the second payment’s due date.
	Continuing Payments: When you select this option you choose for:
	(a)	100%, 66T % or 50% of the payment to continue to the surviving annuitant after the first death;
		or
	(b)	100% of the payment to continue to the annuitant on the second annuitant’s death, and 50% of
		the payment to continue to the second annuitant on the annuitant’s death.
Death Benefit-None: All payments end upon the death of both annuitants.
Life Income-	Length of Payments: For as long as either annuitant lives, with payments guaranteed from 5 to 30
Two Lives-	years or as otherwise specified in the contract.
Guaranteed	Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first
Payments	death.
	Death Benefit-Payment to the Beneficiary: If both annuitants die before we have made all the
	guaranteed payments, we will continue to pay the beneficiary the remaining payments, unless the
	beneficiary elects to receive a lump-sum payment equal to the present value of the remaining
	guaranteed payments.
Life Income-Cash	Length of Payments: For as long as the annuitant lives.
Refund Option	Death Benefit-Payment to the Beneficiary: Following the annuitant’s death, we will pay a lump
(limited	sum payment equal to the amount originally applied to the income phase payment option (less any
availability-fixed	applicable premium tax) and less the total amount of income payments paid.
payments only)
Life Income-Two	Length of Payments: For as long as either annuitant lives.
Lives-Cash Refund	Continuing Payments: 100% of the payment to continue after the first death.
Option (limited	Death Benefit-Payment to the Beneficiary: When both annuitants die we will pay a lump-sum
availability-fixed	payment equal to the amount applied to the income phase payment option (less any applicable
payments only)	premium tax) and less the total amount of income payments paid.
Nonlifetime Income Phase Payment Option
Nonlifetime-	Length of Payments: You may select payments for 5 to 30 years (15 to 30 years if you elected the
Guaranteed	premium bonus option). In certain cases a lump-sum payment may be requested at any time (see
Payments	below).
	Death Benefit-Payment to the Beneficiary: If the annuitant dies before we make all the guaranteed
	payments, we will continue to pay the beneficiary the remaining payments, unless the beneficiary
	elects to receive a lump-sum payment equal to the present value of the remaining guaranteed
	payments. We will not impose any early withdrawal charge.

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

payments will be treated as a withdrawal during the accumulation phase and we will charge any applicable early withdrawal

charge. See “FEES–Early Withdrawal Charge.” Lump-sum payments will be sent within seven calendar days after we

receive the request for payment in good order at the Customer Service Center.

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 of the remaining guaranteed payments is the same rate we used to calculate the

income phase payments (i.e., the actual fixed rate used for fixed payments or the 3.5% or 5% assumed net investment rate used

for variable payments).

ILIAC Variable Annuity – INGVA

NEW YORK CONTRACTS

Some of the fees, features and benefits of the contract are different if it is issued in the State of New York. This

section identifies the different features and benefits and replaces the portions of this prospectus that contain the

differences with information that relates specifically to New York contacts. This section should be read in

conjunction with the rest of this prospectus. The fees that apply to New York contracts are described in the “FEE

TABLE” and “FEES” sections of this prospectus.

Contract Overview – Contract Facts. The following information about New York contracts replaces the

“Contract Facts” subsection in the “CONTRACT OVERVIEW” section of this prospectus:

Option Packages. There are three option packages available under the contract. You select an option package at the

time of application. Each option package is distinct. The differences are summarized as follows:


		Option Package I			Option Package II			Option Package III
Mortality and Expense Risk
Charge¹:			0.80%		1.10%			1.25%
Death Benefit²on Death of	The greater of:			The greatest of:			The greatest of:
the Annuitant³:	(1)	The sum of all purchase		(1)	The sum of all purchase		(1)	The sum of all purchase
		payments, adjusted for			payments, adjusted for			payments, adjusted for
		amounts withdrawn or			amounts withdrawn or			amounts withdrawn or
		applied to an income			applied to an income			applied to an income
		phase payment option			phase payment option as			phase payment option
		as of the claim date; or			of the claim date; or			as of the claim date; or
	(2)	The account value on		(2)	The account value on the		(2)	The account value on
		the claim date.			claim date; or			the claim date; or
				(3)	The “step-up value” on		(3)	The “step-up value” on
					the claim date.			the claim date.⁴
Minimum Initial Payment/		Non-			Non-			Non-
Account Value⁵:	Qualified:		Qualified:	Qualified:		Qualified:	Qualified:		Qualified:
	$15,000		$1,500		$5,000	$1,500		$5,000	$1,500
(Option Packages Continued)

		Option Package I			Option Package II			Option Package III
Free Withdrawals⁶:	10% of your account value			10% of your account value			10% of your account value
		each account year, non-			each account year, non-			each account year,
		cumulative.			cumulative.		cumulative to a maximum
								30%.

Nursing Home Waiver —			Not		Not			Not
Waiver of Early Withdrawal
Charge⁷:		Available			Available			Available

1 See “FEE TABLE” and “FEES.”

2 See “DEATH BENEFIT.” If a death benefit is payable based on account value or step-up value, the death benefit will not

include any premium bonus credited to the account after or within 12 months of the date of death. See “Premium Bonus

Option–Forfeiture” in this section.

3 When a contract holder who is not the annuitant dies, the amount of the death benefit is not the same as shown above under

each option package. See “DEATH BENEFIT.” Therefore, contract holders who are not also the annuitant should

seriously consider whether Option Packages II and III are suitable for their circumstances.

4 The death benefit is the same under Option Packages II and III for contracts issued in New York. Therefore, contract

holders of contracts issued in New York should seriously consider whether Option Package III is suitable for their

circumstances.

5 See “PURCHASE AND RIGHTS.

6 See “FEES.”

7 See “FEES.”

ILIAC Variable Annuity – INGVA

Premium Bonus Option-Forfeiture. The following information about New York contracts replaces the

“Forfeiture” subsection in the “PREMIUM BONUS OPTION” section of this prospectus:

Forfeiture. In each of the following circumstances all or part of a premium bonus credited to your account will be

forfeited:

· If you exercise your free look privilege and cancel your contract. See “RIGHT TO CANCEL.”

· If a death benefit is payable based on account value or step-up value, but only the amount of any premium

bonus credited to the account after or within 12 months of the date of death. See “DEATH BENEFIT.”

· If all or part of a purchase payment for which a premium bonus was credited is withdrawn during the first seven

account years. The amount of the premium bonus forfeited will be calculated by:

(1) Determining the amount of the premium bonus that is subject to forfeiture according to the following

table:


Completed Account Years	Amount of Premium
at the Time of the Withdrawal	Bonus Subject to Forfeiture
Less than 1	100%
1 or more but less than 2	100%
2 or more but less than 3	100%
3 or more but less than 4	100%
4 or more but less than 5	100%
5 or more but less than 6	75%
6 or more but less than 7	50%
7 or more	0%


(2)	And multiplying that amount by the same percentage as the amount withdrawn subject to the early
	withdrawal charge is to the total of all purchase payments made to the account during the first account
	year.

The following hypothetical example illustrates how the forfeiture of premium bonus is calculated when you
withdraw all or part of a purchase payment for which a premium bonus was credited during the first seven account
years.


	Purchase	Premium	Account	Withdrawal
Date	Payment	Bonus	Value	Amount	Explanation
May 2,	$100,000	$4,000	$104,000	—	You make a $100,000 initial purchase payment
2008					and we credit your account with a 4% ($4,000)
					premium bonus. Your beginning account value
					equals $104,000.
May 2,	—	—	$120,000	$30,000	Assume that your account value grows to
2011					$120,000 over the next three years and you
					request a $30,000 withdrawal. $18,000 of that
					$30,000 will be subject to an early withdrawal
					charge ($30,000 minus $12,000 (the 10% free
					withdrawal amount, see “FEES–Free
					Withdrawals”)) and you would pay a $720
					early withdrawal charge (4% of $18,000).
					Additionally, 100% of the premium bonus is
					subject to forfeiture according to the table
					above, and because $18,000 is 18% of the
					$100,000 purchase payment made in the first
					account year, 18% of your $4,000 premium
					bonus, or $720, would be forfeited.*

* This example assumes that either Option Package I or II has been in effect since you purchased the contract. If Option

Package III has been in effect since inception, none of the withdrawal would be subject to an early withdrawal charge

because the 30% cumulative free withdrawal amount ($36,000) would be greater than the amount of the withdrawal. See

“FEES–Free Withdrawals.” Therefore, the withdrawal would not result in forfeiture of any of the premium bonus.

ILIAC Variable Annuity – INGVA

Death Benefit–Death Benefit Amount. The following information about New York contracts replaces the
“DEATH BENEFIT” section of this prospectus:

Death Benefit Amount. The death benefit depends upon the option package in effect on the date the annuitant dies:


	Option Package I		Option Package II		Option Package III**

Death Benefit on	The greater of:	The greatest of:		The greatest of:
Death of the	(1) The sum of all	(1)	The sum of all purchase	(1)	The sum of all purchase
Annuitant:	purchase payments,		payments, adjusted for		payments, adjusted for
	adjusted for amounts		amounts withdrawn or		amounts withdrawn or
	withdrawn or applied		applied to an income		applied to an income
	to an income phase		phase payment option as		phase payment option as
	payment option as of		of the claim date; or		of the claim date; or
	the claim date; or	(2)	The account value* on	(2)	The account value* on the
	*The account value on**		the claim date; or		claim date; or
	the claim date.	*The “step-up value” (as**		*The “step-up value” (as**
		described below) on the		described below) on the
		claim date.		claim date.**


*	For purposes of calculating the death benefit, the account value and step-up value will be reduced by the amount of any
	premium bonus credited to your account after or within 12 months of the date of death. See “Premium Bonus
	Option-Forfeiture.”
For contracts issued in the State of New York, the benefit payable upon the death of the annuitant under Option**
	Package III is the same as that described under Option Package II. Therefore, contract holders of contracts issued in
	New York should seriously consider whether Option Package III is suitable for their circumstances.**

Step-up Value. On the schedule effective date, the step-up value is equal to the greater of:
·	The account value; or
·	The step-up value, if any, calculated on the account anniversary prior to the schedule effective date, adjusted for
	purchase payments made and amounts withdrawn or applied to an income phase payment option during the
	prior account year.

Thereafter, once each year on the anniversary of the schedule effective date until the anniversary immediately
preceding the annuitant’s 85^thbirthday or death, whichever is earlier, the step-up value is equal to the greater of:
·	The step-up value most recently calculated, adjusted for purchase payments made and amounts withdrawn or
	applied to an income phase payment option during the prior account year; or
·	The account value on that anniversary of the schedule effective date.

On each anniversary of the schedule effective date after the annuitant’s 85^thbirthday, the step-up value shall be equal
to the step-up value on the anniversary immediately preceding the annuitant’s 85^thbirthday, adjusted for purchase
payments made and amounts withdrawn or applied to an income phase payment option since that anniversary.

On the claim date, the step-up value shall equal the step-up value on the anniversary of the schedule effective date
immediately preceding the annuitant’s death, adjusted for purchase payments made and amounts withdrawn or
applied to an income phase payment option since that anniversary.

For purposes of calculating the death benefit, the step-up value will be reduced by the amount of any premium
bonus credited to your account after or within 12 months of the date of death. See “Premium Bonus
Option-Forfeiture” above.

ILIAC Variable Annuity – INGVA


TAXATION

*Introduction*
This section discusses our understanding of current federal income tax laws affecting the contract. Federal income
tax treatment of the contract is complex and sometimes uncertain. You should keep the following in mind when
reading it:
·	Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation of
	amounts held or paid out under the contract;
·	Tax laws change. It is possible that a change in the future could affect contracts issued in the past;
·	This section addresses some but not all applicable federal income tax rules and does not discuss federal estate
	and gift tax implications, state and local taxes, or any other tax provisions; and
·	We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other
taxes on amounts held or paid out under the contract, consult a tax adviser.

Types of Contracts: Non-Qualified or Qualified
The contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax-qualified
basis (qualified contracts).

Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive
special income tax treatment under the Tax Code.

Qualified contracts are designed for use by individuals whose premium payments are comprised solely of proceeds
from and/or contributions under retirement plans that are intended to qualify for special income tax treatment under
Sections 401, 408 or 408A, and some provisions of 403 and 457 of the Tax Code.

Effective January 1, 2009, except in the case of a rollover contribution as permitted under the Tax Code or as a
result of an intra-plan exchange or plan-to-plan transfer described under the Final Regulations, contributions to a
section 403(b) tax sheltered annuity contract may only be made by the Employer sponsoring the Plan under which
the assets in your contract are covered subject to the applicable Treasury Regulations and only if the Company, in its
sole discretion, agrees to be an approved provider.

Taxation of Non-Qualified Contracts

Premiums
You may not deduct the amount of your premiums to a non-qualified contract.

Taxation of Gains Prior to Distribution
Tax Code Section 72 governs taxation of annuities in general. We believe that if you are a natural person you will
generally not be taxed on increases in the value of a non-qualified contract until a distribution occurs or until 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 value generally will be treated as a
distribution. In order to be eligible to receive deferral of taxation, 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
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.

ILIAC Variable Annuity – INGVA

Investor Control. Although earnings under non-qualified contracts are generally 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 the 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 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. The Company therefore reserves the right to modify the contract 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 non-qualified contract to contain certain provisions specifying how your interest in the contract will be
distributed in the event of your death. The non-qualified 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 Non-Qualified Contract. If you are not a natural person, a non-qualified contract
generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable year is
currently taxable as ordinary income. Income on the contract is any increase in the contract value over the
“investment in the contract” (generally, the premiums 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
should consult with its tax adviser prior to purchasing the contract. When the contract owner is not a natural person,
a change in the annuitant is treated as the death of the contract owner.

Delayed Annuity Starting Date. If the contract’s annuity starting date occurs (or is scheduled to occur) at a time
when the annuitant has reached an advanced age (e.g., after age 85), 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 the contract could be
currently includible in your income.

Taxation of Distributions

General. When a withdrawal from a non-qualified contract occurs, the amount received will be treated as ordinary
income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of
any surrender charge) immediately before the distribution over the contract owner’s investment in the contract at
that time. Investment in the contract is generally equal to the amount of all premiums to the contract, plus amounts
previously included in your 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 non-qualified 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 non-qualified 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.

ILIAC Variable Annuity – INGVA

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 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 this occurs, the partial exchange 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. Furthermore, if
the partial exchange occurred prior to the contract owner reaching age 59½, the contract owner may be subject to an
additional 10% tax penalty. We are not responsible for the manner in which any other insurance companies
administer, recognize or report, for U.S. federal income tax purposes, Section 1035 exchanges and partial exchanges
and what the ultimate tax treatment may be by the IRS. You should consult with your tax adviser with respect to any
proposed Section 1035 exchange or partial exchange prior to proceeding with any such transaction with respect to
your Contract.

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: (i) if distributed in a lump sum,
they are taxed in the same manner as a surrender of the contract, or (ii) 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.

ILIAC Variable Annuity – INGVA

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 premium 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 non-qualified 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 (1) which is
purchased with a single premium, (2) with annuity payments starting within one year from the date of purchase, and
(3) 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 non-qualified 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 Service 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.

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Taxation of Qualified Contracts

General
The contracts are primarily designed for use with IRAs under Tax Code Sections 401, 408 or 408A, and some
provisions of 403 and 457 (We refer to all of these as “qualified plans”). The tax rules applicable to participants in
these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. The ultimate
effect of federal income taxes on the amounts held under a contract, or on annuity payments, depends on the type of
retirement plan as well as your particular facts and circumstances. Special favorable tax treatment may be available
for certain types of contributions and distributions. In addition, certain requirements must be satisfied in purchasing
a qualified contract with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment.

Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½
(subject to certain exceptions); distributions that do not conform to specified commencement and minimum
distribution rules; and in other specified circumstances. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the contract. No attempt is made to provide more
than general information about the use of the contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract. The
Company is not bound by the terms and conditions of such plans to the extent such terms contradict the contract,
unless we consent.

Contract owners and beneficiaries generally are responsible for determining that contributions, distributions and
other transactions with respect to the contract comply with applicable law. Therefore, you should seek competent
legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion
assumes that qualified contracts are purchased with proceeds from and/or contributions under retirement plans or
programs that qualify for the intended special federal tax treatment.

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.

Section 401(a), 401(k), Roth 401(k), and 403(a) Plans. Sections 401(a), 401(k), and 403(a) of the Tax Code permit
certain employers to establish various types of retirement plans for employees, and permits self-employed
individuals to establish these plans for themselves and their employees. These retirement plans may permit the
purchase of contracts to accumulate retirement savings under the plans. Employers intending to use the contract with
such plans should seek competent legal advice.

The contracts may also be available as a Roth 401(k), as described in Tax Code Section 402A, and we may set up
accounts for you under the contract for Roth 401(k) contributions (“Roth 401(k) accounts”). Tax Code Section 402A
allows employees of certain private employers to contribute after-tax salary contributions to a Roth 401(k), which
provides for tax-free distributions, subject to certain restrictions.

Individual Retirement Annuities. Section 408 of the Tax Code permits eligible individuals to contribute to an
individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits on
the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and
the time when distributions commence. Contributions to IRAs must be made in cash or as a rollover or a transfer
from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other types of
retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover of a
distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year period. Sales of
the contract for use with IRAs may be subject to special requirements of the IRS.

ILIAC Variable Annuity – INGVA

The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed,
in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS qualification
requirements.

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth
IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such
rollovers and conversions are subject to tax, and other special rules may apply. If you make a tax-free rollover of a
distribution from a Roth IRA to another Roth IRA, you may not make another tax-free rollover from the Roth IRA
within a 1-year period. A 10% penalty may apply to amounts attributable to a conversion to a Roth IRA if the
amounts are distributed during the five taxable years beginning with the year in which the conversion was made.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

Section 403(b) Tax-Sheltered Annuities. The contracts are no longer available for purchase as Tax Code section
403(b) tax-sheltered annuities. Existing contracts issued as Tax Code section 403(b) tax-sheltered annuities will
continue to be maintained as such under the applicable rules and regulations.

The Treasury Department has issued regulations which generally take effect on January 1, 2009. Existing contracts
will be modified as necessary to comply with these regulations where allowed, or where required by law in order to
maintain their status as section 403(b) tax-sheltered annuities. The final regulations include: (a) the ability to
terminate a 403(b) plan, which would entitle a participant to a distribution; (b) the revocation of IRS Revenue
Ruling 90-24, and the resulting increase in restrictions on a participant’s right to transfer his or her 403(b) accounts;
and (c) the imposition of withdrawal restrictions on non-salary reduction contribution amounts, as well as other
changes.

Contributions

In order to be excludable from gross income for federal income tax purposes, total annual contributions to certain
qualified plans are limited by the Tax Code. You should consult with your tax adviser in connection with
contributions to a qualified contract.

Distributions – General

Certain tax rules apply to distributions from the contract. A distribution is any amount taken from a contract
including withdrawals, annuity payments, rollovers, exchanges and death benefit proceeds. We report the taxable
portion of all distributions to the IRS.

Section 401(a), 401(k) and 403(a) Plans. Distributions from these plans are taxed as received unless one of the
following is true:

· The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive rollovers

or to a traditional IRA in accordance with the Tax Code;

· You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the amount

will be taxed according to the rules detailed in the Tax Code; or

· The distribution is a qualified health insurance premium of a retired safety officer as defined in the Pension

Protection Act of 2006.

ILIAC Variable Annuity – INGVA


A payment is an eligible rollover distribution unless it is:
·	Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of
	the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified
	period of 10 years or more;
·	A required minimum distribution under Tax Code Section 401(a)(9);
·	A hardship withdrawal;
·	Otherwise excludable from income; or
·	Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
401(a), 401(k) or 403(a) plan unless certain exceptions, including one or more of the following, have occurred:
·	You have attained age 59½;
·	You have become disabled, as defined in the Tax Code;
·	You have died and the distribution is to your beneficiary;
·	You have separated from service with the sponsor at or after age 55;
·	The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the
	terms of the Tax Code;
·	You have separated from service with the plan sponsor and the distribution amount is made in substantially
	equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life
	expectancies of you and your designated beneficiary;
·	The distribution is made due to an IRS levy upon your plan;
·	The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order (QDRO); or
·	The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006 (401(k)
	plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical
expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax
Code may provide other exceptions or impose other penalties in other circumstances.

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of the
following is true:
·	The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under the
	Tax Code; or
·	You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules
	detailed in the Tax Code.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless certain
exceptions, including one or more of the following, have occurred:
·	You have attained age 59½;
·	You have become disabled, as defined in the Tax Code;
·	You have died and the distribution is to your beneficiary;
·	The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance with the
	terms of the Tax Code;
·	The distribution is made due to an IRS levy upon your plan; or
·	The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006.

In addition, the 10% penalty tax does not apply to a distribution made from an IRA to pay for health insurance
premiums for certain unemployed individuals, a qualified first-time home purchase, or for higher education
expenses.

ILIAC Variable Annuity – INGVA

Roth IRAs. A qualified distribution from a Roth IRA is not taxed when it is received. A qualified distribution is a
distribution:

· Made after the five-taxable year period beginning with the first taxable year for which a contribution was made

to a Roth IRA of the owner; and

· Made after you attain age 59½, die, become disabled as defined in the Tax Code, or for a qualified first-time

home purchase.

If a distribution is not qualified, generally it will be taxable to the extent of the accumulated earnings. A partial
distribution will first be treated as a return of contributions which is not taxable and then as taxable accumulated
earnings.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA listed above
also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not
a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay
for health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or
for higher education expenses.

403(b) Plans. Distributions from your contract are subject to the requirements of Tax Code Section 403(b), the
Treasury Regulations, and, if applicable, the Plan under which the assets in your contract are covered. In accordance
with Tax Code Section 403(b) and the Treasury Regulations, we have no responsibility or obligation to make any
distribution (including distributions due to loans, annuity payouts, qualified domestic relations orders, hardship
withdrawals and systematic distributions options) from your contract until we have received instructions or
information from your Employer and/or its designee or, if permitted under Tax Code Section 403(b) and the
Treasury Regulations, you in a form acceptable to us and necessary for us to administer your contract in accordance
with Tax Code Section 403(b), the Treasury Regulations, and, if applicable, the Plan.

All distributions from these plans are taxed as received unless one of the following is true:


·	The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive rollovers
	or to a traditional IRA in accordance with the Tax Code;
·	You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the amount
	will be taxed according to the rules detailed in the Tax Code; or
·	The distribution is a qualified health insurance premium of a retired public safety officer as defined in the
	Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:
·	Part of a series of substantially equal periodic payments (at least one per year) made over the life expectancy of
	the participant or the joint life expectancy of the participant and his designated beneficiary or for a specified
	period of 10 years or more;
·	A required minimum distribution under Tax Code Section 401(a)(9);
·	A hardship withdrawal;
·	Otherwise excludable from income; or
·	Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
403(b) plan, unless certain exceptions have occurred. In general, the exceptions for an IRA listed above also apply to
a distribution from a 403(b) plan, plus in the event you have separated from service with the sponsor at or after age
55, or you have separated from service with the plan sponsor and the distribution amount is made in substantially
equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or joint life
expectancies of you and your designated beneficiary. In addition, the 10% penalty tax does not apply to the amount
of a distribution equal to unreimbursed medical expenses incurred by you during the taxable year that qualify for
deduction as specified in the Tax Code. The Tax Code may provide other exceptions or impose other penalty taxes
in other circumstances.

ILIAC Variable Annuity – INGVA


Distribution of amounts restricted under Tax Code Section 403(b)(11) may only occur upon your death, attainment
of age 59½, severance from employment, disability or financial hardship. Such distributions remain subject to other
applicable restrictions under the Tax Code and the regulations.

Lifetime Required Minimum Distributions (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b) and IRAs
only).

To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution
requirements imposed by the Tax Code. These rules may dictate the following:
·	Start date for distributions;
·	The time period in which all amounts in your account(s) must be distributed; and
·	Distribution amounts.

Start Date and Time Period. Generally, you must begin receiving distributions by April 1 of the calendar year
following the calendar year in which you attain age 70½. We must pay out distributions from the contract over a
period not extending beyond one of the following time periods:
·	Over your life or the joint lives of you and your designated beneficiary; or
·	Over a period not greater than your life expectancy or the joint life expectancies of you and your designated
	beneficiary.

Distribution Amounts. The amount of each required distribution must be calculated in accordance with Tax Code
Section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover, transfer,
recharacterization, if applicable, and the actuarial present value of other benefits provided under the account, such as
guaranteed death benefits.

50% Excise Tax. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax may be
imposed on the required amount that was not distributed.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs during your lifetime. Further information
regarding required minimum distributions may be found in your contract.

Required Distributions Upon Death (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b), IRAs and Roth
IRAs Only). Different distribution requirements apply after your death, depending upon if you have been receiving
required minimum distributions. Further information regarding required distributions upon death may be found in
your contract.

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions
generally must be made at least as rapidly as under the method in effect at the time of your death. Tax Code Section
401(a)(9) provides specific rules for calculating the required minimum distributions after your death.

If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must
be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For
example, if you died on September 1, 2013, your entire balance must be distributed to the designated
beneficiary by December 31, 2018. However, if distributions begin by December 31 of the calendar year
following the calendar year of your death, and you have named a designated beneficiary, then payments may be
made over either of the following time frames:
·	Over the life of the designated beneficiary; or
·	Over a period not extending beyond the life expectancy of the designated beneficiary.

Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, distributions must begin on or
before the later of the following:
·	December 31 of the calendar year following the calendar year of your death; or
·	December 31 of the calendar year in which you would have attained age 70½.

ILIAC Variable Annuity – INGVA

No Designated Beneficiary. If there is no designated beneficiary, the entire interest generally must be distributed by
the end of the calendar containing the fifth anniversary of the contract owner’s death.

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a distribution under
these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal beneficiary may
elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own start date. The
surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to or from the
contract or fails to take a distribution within the required time period.

Withholding

Any taxable distributions under the contract are generally subject to withholding. Federal income tax withholding
rates vary according to the type of distribution and the recipient’s tax status.

401(a), 401(k), Roth 401(k), 403(a) and 403(b). Generally, distributions from these plans are subject to mandatory
20% federal income tax withholding. However, mandatory withholding will not be required if you elect a direct
rollover of the distributions to an eligible retirement plan or in the case of certain distributions described in the Tax
Code.

IRAs and Roth IRAs. Generally, you or, if applicable, a designated beneficiary may elect not to have tax withheld
from distributions.

Non-resident Aliens. 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 distribution.

Assignment and Other Transfers

IRAS and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under these contracts
except in limited circumstances. Adverse tax consequences may result if you assign or transfer your interest in the
contract to persons other than your spouse incident to a divorce. Anyone contemplating such an assignment or
transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Section 403(b) Plans. Adverse tax consequences to the plan and/or to you may result if your beneficial interest in
the contract is assigned or transferred to persons other than:


·	A plan participant as a means to provide benefit payments;
·	An alternate payee under a qualified domestic relations order in accordance with Tax Code Section 414(p); or
·	The Company as collateral for a loan.

Tax Consequences of Guaranteed Minimum Income Feature

Investment in the contract is generally equal to the amount of all contributions to the contract, plus amounts
previously included in your gross income as the result of certain loans, assignments, or gifts, less the aggregate
amount of non-taxable distributions previously made. The income on the contract for
purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits
provided under the Guaranteed Minimum Income Feature could increase the contract value that applies. Thus, the
income on the contract could be higher than the amount of income that would be determined without regard to such
a benefit. As a result, you could have higher amounts of income than will be reported to you. In addition, payments
under any guaranteed payment phase of such riders after the contract value has been reduced to zero may be subject
to the exclusion ratio rules under Tax Code Section 72(b) for tax purposes. Please consult your tax advisor about the
tax consequences of the guaranteed minimum income feature.

ILIAC Variable Annuity – INGVA

Possible Changes in Taxation

Although the likelihood of legislative change and tax reform 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 tax adviser with respect to
legislative developments and their effect on the contract.

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 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 qualified tax adviser. In certain states, to the extent that an annuity contract
or certificate offers 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 Owner’s spouse.

Taxation of 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 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 account
value invested in the subaccounts.

OTHER TOPICS

The Company

We issue the contract described in this prospectus and are responsible for providing each contract’s insurance and

annuity benefits.

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. Although we are a subsidiary of ING, ING is not responsible for the obligations

under the contract. The obligations under the contract are solely the responsibility of ING 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

ILIAC Variable Annuity – INGVA

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. Specifically, U.S. federal income tax law imposes requirements relating to nonqualified
annuity product design, administration, and investments that are conditions for beneficial tax treatment of such
products under the Internal Revenue Code. (See “TAXATION” for further discussion of some of these
requirements.) Failure to administer certain nonqualified contract features (for example, contractual annuity start
dates in nonqualified annuities) 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, unanticipated remediation, or other claims and costs.

Variable Annuity Account B

We established Variable Annuity Account B (the “separate account”) in 1976 under Connecticut Law as a
continuation of the separate account established in 1974 under Arkansas Law of 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.

The separate account is divided into subaccounts. The subaccounts invest directly in shares of a pre-assigned fund.

ILIAC Variable Annuity – INGVA

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 contract are obligations of the Company.

Contract Distribution

The Company’s subsidiary, ING Financial Advisers, LLC, serves as the principal underwriter (distributor) 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, Inc.
(“FINRA”) and the Securities Investor Protection Corporation. ING Financial Advisers, LLC’s principal office is
located at One Orange Way, Windsor, Connecticut 06095-4774.

This contract is no longer available for new purchasers.

The following is a list of broker-dealers that are affiliated with the Company:


·	ING Financial Partners, Inc.	·	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 owners or the Separate Account. We intend to recoup this compensation
and other sales expenses paid to distributors through fees and charges imposed under the contracts.

Commission Payments. Persons 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 the first-year percentage which
ranges from 0% to a maximum of 7% of the first year of payments to an account. Renewal commissions paid on
payments made after the first year and asset-based service fees may also be paid.

We may also pay ongoing annual compensation of up to 1.00% 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 7% 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 sales of the contracts or other criteria. These special compensation arrangements will not be offered to
all distributors, and the terms of such arrangements may differ among distributors based on various factors. 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.

ILIAC Variable Annuity – INGVA

In addition to direct cash compensation for sales of contracts described above, ING Financial Advisers, LLC may
also pay distributors additional compensation or reimbursement of expenses for their efforts in selling the contracts
to you and other customers. These amounts may include:


·	Marketing/distribution allowances which may be based on the percentages of premium 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 premiums (a form of lending to
	agents/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 terms may be
	conditioned on fixed insurance product sales;
·	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
	expense;
·	Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings for their
	agents/registered representatives who sell our products. We do not hold contests based solely on the sales of this
	product;
·	Certain overrides and other benefits that may include cash compensation based on the amount of earned
	commissions, agent/representative recruiting or other activities that promote the sale of policies; 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 may pay commissions, 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 selling firms that, during 2012, received the most compensation, in the
aggregate, from us in connection with the sale of registered variable annuity contracts issued by us, ranked by total
dollars received:

ILIAC Variable Annuity – INGVA


· ING Financial Partners, Inc.-Retirement Channels	·	BC Ziegler and Company
· Wells Fargo Advisors, LLC	·	FSC Securities Corporation
· UBS Financial Services Inc.	·	First Allied Securities Inc.
· LPL Financial Corporation	·	Morgan Keegan and Company Inc.
· Morgan Stanley Smith Barney LLC.	·	Commonwealth Financial Network Inc.
· Cetera Advisor Networks LLC	·	Mid Atlantic Capital Corporation
· RBC Capital Markets Corporation	·	CGM Inc.
· Stifel Nicolaus and Company Incorporated	·	Sagepoint Financial Inc.
· Royal Alliance Associates Inc.	·	US Bancorp Investments, Inc.
· Merrill Lynch, Pierce, Fenner & Smith Incorporated	·	Scott and Stringfellow Inc.
· Raymond James and Associates Inc.	·	Cambridge Investment Research Inc.
· Edward D Jones and Company L P DBA Edward Jones	·	Ameriprise Financial Services Inc.
· Securities America Inc.

If the amounts paid to ING Financial Advisers, LLC were included, ING Financial Advisers, LLC would be at the
top of the list.

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
over those of another Company, and may also provide a financial incentive to promote one of our contracts over
another.

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.

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. If you are a contract holder under a group contract, you have a fully
vested interest in the contract and may instruct the group contract holder how to direct the Company to cast a certain
number of votes. We will vote shares for which instructions have not been received in the same proportion as those
for which we received instructions. Each person who has a voting interest in the separate account will receive
periodic reports relating to the funds in which he or she has 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.

ILIAC Variable Annuity – INGVA


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.
·	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.

Contract Modifications

We may change the contract as required by federal or state law or as otherwise permitted in the contract. In addition,
we may, upon 30 days’ written notice to the group contract holder, make other changes to a group contract that
would apply only to individuals who become participants under that contract after the effective date of such
changes. If a group contract holder does not agree to a change, we reserve the right to refuse to establish new
accounts under 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 of a nonqualified contract or a qualified contract where such
assignments or transfers are not prohibited, with proper notification. The date of any assignment or transfer of
ownership will be the date we receive the notification at our Customer Service Center. 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 the Company at
our Customer Service Center. 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. The rights of the contract holder and the
interest of the annuitant and any beneficiary will be subject to the rights of any assignee we have on our records.

Involuntary Terminations

We reserve the right to terminate any account with a value of $2,500 or less immediately following a partial
withdrawal. However, an IRA may only be closed out when payments to the contract have not been received for a
24-month period and the paid-up annuity benefit at maturity would be less than $20 per month. If such right is
exercised, you will be given 90 days’ advance written notice. No early withdrawal charge will be deducted for
involuntary terminations. We do not intend to exercise this right in cases where the account value is reduced to
$2,500 or less solely due to investment performance.

ILIAC Variable Annuity – INGVA

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.

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.

ILIAC Variable Annuity – INGVA

STATEMENT OF ADDITIONAL INFORMATION

The 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

Variable Annuity Account B

Offering and Purchase of Contracts

Income Phase Payments

Sales Material and Advertising

Experts

Condensed Financial Information (Accumulation Unit Values)

Financial Statements of the Separate Account

Consolidated Financial Statements of ING Life Insurance and Annuity Company

Please tear off, complete and return the form below to order a free Statement of Additional
Information for the contracts offered under the prospectus, free of charge. Address the form to our
Customer Service Center; the address is shown on the prospectus cover.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME:

qA FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR

VARIABLE ANNUITY ACCOUNT B, ILIAC ING VARIABLE ANNUITY, 333-56297.

qTHE MOST RECENT ANNUAL AND/OR QUARTERLY REPORT OF ING LIFE

INSURANCE AND ANNUITY COMPANY.

Please Print or Type:

__________________________________________________
Name

__________________________________________________
Street Address

__________________________________________________
City, State, Zip

INGVA 56297

05/01/2013

ILIAC Variable Annuity – INGVA


APPENDIX I

	ILIAC Guaranteed Account

The ILIAC Guaranteed Account (the Guaranteed Account) is a fixed interest option available during the accumulation
phase under the contract. This appendix is only a summary of certain facts about the Guaranteed Account. Please read
the Guaranteed Account prospectus carefully before investing in this option.

In General. Amounts invested in the Guaranteed Account earn specified interest rates if left in the Guaranteed Account for
specified periods of time. If you withdraw or transfer those amounts before the specified periods elapse, we may apply a
market value adjustment (described below) which may be positive or negative.

When deciding to invest in the Guaranteed Account, contact your sales representative or the Company to learn:
·	The interest rate(s) we will apply to amounts invested in the Guaranteed Account. We change the rate(s) periodically. Be
	certain you know the rate we guarantee on the day your account dollars are invested in the Guaranteed Account.
	Guaranteed interest rates will never be less than an annual effective rate of 3%.
·	The period of time your account dollars need to remain in the Guaranteed Account in order to earn the rate(s).
	You are required to leave your account dollars in the Guaranteed Account for a specified period of time in order to earn the
	guaranteed interest rate(s).

Deposit Period. During a deposit period, we offer a specific interest rate for dollars invested for a certain guaranteed term. For
a specific interest rate and guaranteed term to apply, account dollars must be invested in the Guaranteed Account during the
deposit period for which that rate and term are offered.

Interest Rates. We guarantee different interest rates, depending upon when account dollars are invested in the Guaranteed
Account. For guaranteed terms one year or longer, we may apply more than one specified interest rate. The interest rate we
guarantee is an annual effective yield. That means the rate reflects a full year’s interest. We credit interest daily at a rate that
will provide the guaranteed annual effective yield over one year. Guaranteed interest rates will never be less than an annual
effective rate of 3%. Among other factors, the safety of the interest rate guarantees depends upon the Company’s claims-paying
ability.

Guaranteed Terms. The guaranteed term is the period of time account dollars must be left in the Guaranteed Account in order
to earn the guaranteed interest rate. For guaranteed terms one year or longer, we may offer different rates for specified time
periods within a guaranteed term. We offer different guaranteed terms at different times. We also may offer more than one
guaranteed term of the same duration with different interest rates. Check with your sales representative or our Customer
Service Center to learn what terms are being offered. The Company also reserves the right to limit the number of guaranteed
terms or the availability of certain guaranteed terms.

Fees and Other Deductions. If all or a portion of your account value in the Guaranteed Account is withdrawn or transferred,
you may incur one or more of the following:
·	Market Value Adjustment (MVA) - as described in this appendix and in the Guaranteed Account prospectus;
·	Tax penalties and/or tax withholding - see “Taxation;”
·	Early withdrawal charge - see “Fees;” or
·	Maintenance fee - see “Fees.”

We do not make deductions from amounts in the Guaranteed Account to cover mortality and expense risks. Rather, we
consider these risks when determining the interest rate to be credited.

Also, if you elected the premium bonus option, a charge may be deducted from amounts allocated to the Guaranteed Account,
resulting in a 0.50% reduction in the interest which would have been credited to your account during the first seven account
years if you had not elected the premium bonus option. See the “Premium Bonus Option – Forfeiture” and “Withdrawals”
sections of the contract prospectus.

ILIAC Variable Annuity – INGVA

I-1


Market Value Adjustment (MVA). If your account value is withdrawn or transferred from the Guaranteed Account before
the guaranteed term is completed, an MVA may apply. The MVA reflects investment value changes caused by changes in
interest rates occurring since the date of deposit. The MVA may be positive or negative.

If interest rates at the time of withdrawal or transfer have increased since the date of deposit, the value of the investment
decreases and the MVA will be negative. This could result in your receiving less than the amount you paid into the Guaranteed
Account. If interest rates at the time of withdrawal or transfer have decreased since the date of deposit, the value of the
investment increases and the MVA will be positive.

MVA Waiver. For withdrawals or transfers from a guaranteed term before the guaranteed term matures, the MVA may be
waived for:
·	Transfers due to participation in the dollar cost averaging program;
·	Withdrawals taken due to your election of SWO or ECO (described in “Systematic Distribution Options”), if available;
·	Withdrawals for minimum distributions required by the Tax Code and for which the early withdrawal charge is waived;
	and
·	Withdrawals due to your exercise of the right to cancel your contract (described in “Right to Cancel”).

Death Benefit. When a death benefit is paid under the contract within six months of the date of death, only a positive
aggregate MVA amount, if any, is applied to the account value attributable to amounts withdrawn from the Guaranteed
Account. This provision does not apply upon the death of a spousal beneficiary or joint contract holder who continued the
account after the first death. If a death benefit is paid more than six months from the date of death, a positive or negative
aggregate MVA amount, as applicable, will be applied, except under certain contracts issued in the State of New York.

Partial Withdrawals. For partial withdrawals during the accumulation phase, amounts to be withdrawn from the Guaranteed
Account will be withdrawn pro-rata from each group of deposits having the same length of time until the maturity date
(“Guaranteed Term Group”). Within each Guaranteed Term Group, the amount will be withdrawn first from the oldest deposit
period, then from the next oldest and so on until the amount requested is satisfied.

Guaranteed Terms Maturity. As a guaranteed term matures, assets accumulating under the Guaranteed Account may be (a)
transferred to a new guaranteed term; (b) transferred to other available investment options; or (c) withdrawn. Amounts
withdrawn may be subject to an early withdrawal charge, taxation and, if you are under age 59½, tax penalties may apply.

If no direction is received from you at our Customer Service Center by the maturity date of a guaranteed term, the amount from
the maturing guaranteed term will be transferred to a new guaranteed term of a similar length. If the same guaranteed term is no
longer available, the next shortest guaranteed term available in the current deposit period will be used. If no shorter guaranteed
term is available, the next longer guaranteed term will be used.

If you do not provide instructions concerning the maturity value of a maturing guaranteed term, the maturity value transfer
provision applies. This provision allows transfers or withdrawals without an MVA if the transfer or withdrawal occurs during
the calendar month immediately following a guaranteed term maturity date. This waiver of the MVA only applies to the first
transaction regardless of the amount involved in the transaction.

Under the Guaranteed Account each guaranteed term is counted as one funding option. If a guaranteed term matures and is
renewed for the same term, it will not count as an additional investment option for purposes of any limitation on the number of
investment options.

Subsequent Purchase Payments. Purchase payments received after your initial purchase payment to the Guaranteed Account
will be allocated in the same proportions as the last allocation, unless you properly instruct us to do otherwise. If the same
guaranteed term(s) is not available, the next shortest term will be used. If no shorter guaranteed term is available, the next
longer guaranteed term will be used.

Dollar Cost Averaging. The Company may offer more than one guaranteed term of the same duration and credit one with a
higher rate contingent upon use only with the dollar cost averaging program. If amounts are applied to a guaranteed term which
is credited with a higher rate using dollar cost averaging and the dollar cost averaging is discontinued, the amounts will be
transferred to another guaranteed term of the same duration and an MVA will apply.

ILIAC Variable Annuity – INGVA

I-2

Transfer of Account Dollars. Generally, account dollars invested in the Guaranteed Account may be transferred among
guaranteed terms offered through the Guaranteed Account and/or to other investment options offered through the contract.
However, transfers may not be made during the deposit period in which your account dollars are invested in the Guaranteed
Account or for 90 days after the close of that deposit period. We will apply an MVA to transfers made before the end of a
guaranteed term. The 90-day wait does not apply to (1) amounts transferred on the maturity date or under the maturity value
transfer provision; (2) amounts transferred from the Guaranteed Account before the maturity date due to the election of an
income phase payment option; (3) amounts distributed under the ECO or SWO (see “Systematic Distribution Options”); and
(4) amounts transferred from an available guaranteed term in connection with the dollar cost averaging program.

Transfers after the 90-day period are permitted from guaranteed term(s) to other guaranteed term(s) available during a deposit
period or to other available investment options. Transfers of the Guaranteed Account values on or within one calendar month
of a term’s maturity date are not counted as one of the 12 free transfers of accumulated values in the account.

Reinstating Amounts Withdrawn from the Guaranteed Account. If amounts are withdrawn and then reinstated in the
Guaranteed Account, we apply the reinstated amount to the current deposit period. This means the guaranteed annual interest
rate and guaranteed terms available on the date of reinstatement will apply. We reinstate amounts proportionately in the same
way as they were allocated before withdrawal. We will not credit your account for market value adjustments or any premium
bonus forfeited that we deducted at the time of withdrawal or refund any taxes that were withheld.

The Income Phase. The Guaranteed Account cannot be used as an investment option during the income phase. However, you
may notify us at least 30 days in advance to elect a fixed or variable payment option and to transfer your Guaranteed Account
dollars to the general account or any of the subaccounts available during the income phase. Transfers made due to the election
of a lifetime income phase payment option will be subject to only a positive aggregate MVA.

Distribution. The Company’s subsidiary, ING Financial Advisers, LLC (“ING Financial”) serves as the principal underwriter
of the contract. ING Financial, a Delaware limited liability company, is registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as a broker-dealer and is a member of the Financial Industry
Regulatory Authority, Inc. and the Securities Investor Protection Corporation. From time to time ING Financial may offer
customers of certain broker-dealers special guaranteed rates in connection with the Guaranteed Account offered through the
contract and may negotiate different commissions for these broker-dealers.

ILIAC Variable Annuity – INGVA

I-3


APPENDIX II

	Fixed Account

General Disclosure.
·	The Fixed Account is an investment option available during the accumulation phase under the contract.
·	Amounts allocated to the Fixed Account are held in the Company’s general account which supports insurance and annuity
	obligations.
·	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.
·	Disclosure in this appendix regarding the Fixed Account has not been reviewed by the SEC.
·	Additional information about this option may be found in the contract.

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 reflect 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 guarantees depends upon the Company’s
	claims-paying ability.
·	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.

Dollar Cost Averaging. Amounts you invest in the Fixed Account must be transferred into the other investment options
available under the contract over a period not to exceed 12 months. If you discontinue dollar cost averaging, the remaining
balance amounts in the Fixed Account will be transferred into the money market subaccount available under the contract,
unless you direct us to transfer the balance into other available options.

Withdrawals. Under certain emergency conditions we may defer payment of any withdrawal for a period of up to six months
or as provided by federal 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. 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 the Customer Service Center at least 30 days before income phase payments begin, you may elect to have
amounts transferred to one or more of the subaccounts available during the income phase to provide variable payments.

ILIAC Variable Annuity – INGVA

II-1


APPENDIX III

Description of Underlying Funds


The following table reflects investment portfolio name changes.

Fund Name Changes
*Former Fund Name*	*New Fund Name*
ING Invesco Van Kampen Equity and Income Portfolio	ING Invesco Equity and Income Portfolio
ING Pioneer Fund Portfolio	ING Multi-Manager Large Cap Core Portfolio

The following investment portfolios are closed to new premiums and transfers. Contract owners who have value in any of the
closed investment portfolios may leave their contract value in these investments.


Closed Investment Portfolios
Fidelity^®VIP Contrafund^®Portfolio (Class I)	ING MidCap Opportunities Portfolio (Class I)
ING Columbia Small Cap Value II Portfolio(Class S)	ING T. Rowe Price International Stock Portfolio (Class S)
ING GET Fund

Open Investment Portfolios

During the accumulation phase, you may allocate your premium payments and contract value to any of the investment

portfolios available under this Contract. They are listed in this appendix. You bear the entire investment risk for amounts you

allocate to any investment portfolio, and you may lose your principal.

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 this and 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, from our Customer Service Center at the address

and telephone number listed in the prospectus, by accessing the SEC’s web site or by contacting the SEC Public Reference

Room. If you received a summary prospectus for any of the funds available through your contract, you may also 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 contact information 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.

Certain funds are designated as “Master-Feeder” or “Retirement Funds.” Funds offered in a Master-Feeder structure (such as

the American Funds) or “Fund of Funds” structure (such as the Retirement Funds) may have higher fees and expenses than a

fund that invests directly in debt and equity securities. The funds offered in a “Master-Feeder” or “Fund of Funds” structure are

identified in the list of investment portfolios toward the front of this prospectus.

Consult with your investment professional to determine if the investment portfolios may be suited to your financial needs,

investment time horizon and risk tolerance. You should periodically review these factors to determine if you need to change

your investment strategy.

ILIAC Variable Annuity – INGVA

III-1


Fund Name and
Investment Adviser/Subadviser	Investment Objective

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 & Research Company	exceeds the composite yield on the securities
(“FMR”)	comprising the Standard & Poor's 500^SMIndex.
Investment Subadvisers: FMRC and other investment advisers

ING American Funds Asset Allocation Portfolio	Seeks high total return (including income and capital
	gains) consistent with preservation of capital over the
Investment Adviser: ING Investments, LLC	long term.
Investment Adviser to Master Funds: Capital Research and
Management Company^SM

ING American Funds International Portfolio	Seeks to provide you with long-term growth of capital.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research and
Management Company^SM

ING American Funds World Allocation Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Asset Allocation Committee

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
Investment Subadviser: ING Investment Management Co.	appreciation.
LLC

ING Baron Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: BAMCO, Inc.

ING BlackRock Inflation Protected Bond Portfolio	A non-diversified Portfolio that seeks to maximize real
	return, consistent with preservation of real capital and
Investment Adviser: Directed Services LLC	prudent investment management.
Investment Subadviser: BlackRock Financial Management,
Inc.

ING BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Investment Management,
LLC

ILIAC Variable Annuity – INGVA

III-3


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Clarion Global Real Estate Portfolio	Seeks high total return, consisting of capital
	appreciation and current income.
Investment Adviser: ING Investments, LLC
Investment Subadviser: CBRE Clarion Securities LLC

ING Columbia Contrarian Core Portfolio	Seeks total return, consisting of long-term capital
	appreciation and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Columbia Management Investment
Advisers, LLC

ING FMR^SMDiversified Mid Cap Portfolio*	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Fidelity Management & Research
Company

* FMR is a service mark of Fidelity Management & Research
Company

ING Franklin Income Portfolio	Seeks to maximize income while maintaining prospects
	for capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Advisers, Inc.

ING Franklin Mutual Shares Portfolio	Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Advisers, Inc.

ING Franklin Templeton Founding Strategy Portfolio	Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC

ING Global Bond Portfolio	Seeks to maximize total return through a combination
	of current income and capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management, Co.
LLC

ING Global Resources Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Investment 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 stock. It is anticipated that
Investment Subadviser: ING Investment Management Co. LLC	capital appreciation and investment income will both
	be major factors in achieving total return.

ING Index Plus LargeCap Portfolio	Seeks to outperform the total return performance of the
	S&P 500 Index, while maintaining a market level of
Investment Adviser: ING Investments, LLC	risk.
Investment Subadviser: ING Investment Management Co. LLC

ILIAC Variable Annuity – INGVA

III-4


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with
	reasonable risk. The Portfolio seeks its objective
Investment Adviser: ING Investments, LLC	through investments in a diversified portfolio
Investment Subadviser: ING Investment Management Co. LLC	consisting primarily of debt securities. It is anticipated
	that capital appreciation and investment income will
	both be major factors in achieving total return.

ING International Index Portfolio	Seeks investment results (before fees and expenses)
	that correspond to the total return (which includes
Investment Adviser: ING Investments, LLC	capital appreciation and income) of a widely accepted
Investment Subadviser: ING Investment Management Co. LLC	international index.

ING Invesco Equity and Income Portfolio	Seeks total return, consisting of long-term capital
	appreciation and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.

ING JPMorgan Emerging Markets Equity Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment Management
Inc.

ING JPMorgan Small Cap Core Equity Portfolio	Seeks capital growth over the long term.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment Management
Inc.

ING Large Cap Growth Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management Co. LLC

ING Large Cap Value Portfolio	Seeks long-term growth of capital and current income.

Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management Co. LLC

ING Marsico Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Marsico Capital Management, LLC

ING MFS Total Return Portfolio	Seeks above-average income (compared to a portfolio
	entirely invested in equity securities) consistent with
Investment Adviser: Directed Services LLC	the prudent employment of capital and secondarily,
Investment Subadviser: Massachusetts Financial Services	seeks reasonable opportunity for growth of capital and
Company	income.

ING MidCap Opportunities Portfolio	Seeks long-term capital appreciation.

Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co. LLC

ILIAC Variable Annuity – INGVA

III-5


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Money Market Portfolio*	Seeks to provide high current return, consistent with
	preservation of capital and liquidity, through
Investment Adviser: ING Investments, LLC	investment in high-quality money market instruments
Investment Subadviser: ING Investment Management Co. LLC	while maintaining a stable share price of $1.00.

* There is no guarantee that the ING Money Market Portfolio
subaccount will have a positive or level return.

ING Multi-Manager Large Cap Core Portfolio	Seeks reasonable income and capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Columbia Management Investment
Advisers, LLC and The London Company of Virginia d/b/a The
London Company

ING Oppenheimer Global Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: OppenheimerFunds, Inc.

ING PIMCO Total Return Bond Portfolio	Seeks maximum total return, consistent with
	preservation of capital and prudent investment
Investment Adviser: Directed Services LLC	management.
Investment Subadviser: Pacific Investment Management
Company LLC

ING Pioneer High Yield Portfolio	Seeks to maximize total return through income and
	capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment Management, Inc.

ING Pioneer Mid Cap Value Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment Management, Inc.

ING Retirement Conservative Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a
Investment Adviser: Directed Services LLC	conservative level of risk relative to the other ING
Investment Subadviser: Asset Allocation Committee	Retirement Portfolios.

ING Retirement Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk
Investment Adviser: Directed Services LLC	that can be expected to be greater than that of the ING
Investment Subadviser: Asset Allocation Committee	Retirement Moderate Growth Portfolio.

ILIAC Variable Annuity – INGVA

III-6


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Retirement Moderate Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk
Investment Adviser: Directed Services LLC	that can be expected to be greater than that of ING
Investment Subadviser: Asset Allocation Committee	Retirement Moderate Portfolio but less than that of
	ING Retirement Growth Portfolio.

ING Retirement Moderate Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk
Investment Adviser: Directed Services LLC	that can be expected to be greater than that of ING
Investment Subadviser: Asset Allocation Committee	Retirement Conservative Portfolio but less than that of
	ING Retirement Moderate Growth Portfolio.

ING Russell^TMLarge Cap Growth Index Portfolio	Seeks investment results (before fees and expenses)
	that correspond to the total return (which includes
Investment Adviser: ING Investments, LLC	capital appreciation and income) of the Russell Top
Investment Subadviser: ING Investment Management Co. LLC	200^®Growth Index.

ING Russell^TMLarge Cap Index Portfolio	Seeks investment results (before fees and expenses)
	that correspond to the total return (which includes
Investment Adviser: ING Investments, LLC	capital appreciation and income) of the Russell Top
Investment Subadviser: ING Investment Management Co. LLC	200^®Index.

ING Russell^TMLarge Cap Value Index Portfolio	Seeks investment results (before fees and expenses)
	that correspond to the total return of the Russell Top
Investment Adviser: ING Investments, LLC	200^®Value Index.
Investment Subadviser: ING Investment Management Co. LLC

ING Small Company Portfolio	Seeks growth of capital primarily through investment
	in a diversified portfolio of common stocks of
Investment Adviser: ING Investments, LLC	companies with smaller market capitalizations.
Investment Subadviser: ING Investment Management Co. LLC

ING SmallCap Opportunities Portfolio	Seeks long-term capital appreciation.

Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management Co. LLC

ING T. Rowe Price Capital Appreciation Portfolio	Seeks, over the long-term, a high total investment
	return, consistent with the preservation of capital and
Investment Adviser: Directed Services LLC	with prudent investment risk.
Investment Subadviser: T. Rowe Price Associates, Inc.

ING T. Rowe Price Diversified Mid Cap Growth Portfolio	Seeks long-term capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

ING T. Rowe Price Equity Income Portfolio	Seeks substantial dividend income as well as long-term
	growth of capital.
Investment Adviser: Directed Services LLC
Investment 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
Investment Subadviser: T. Rowe Price Associates, Inc.

ILIAC Variable Annuity – INGVA

III-7

APPENDIX IV

The following tables show the Condensed Financial Information (accumulation unit values for the periods indicated and number of units outstanding) by subaccount for a
Contract with the lowest and highest combination of asset-based charges. This information is current through December 31, 2012, including portfolio names, and derives
from the financial statements of the Separate Account, which together constitute the Separate Account’s Condensed Financial Information. Portfolio name changes after
December 31, 2012 are not reflected in the following information. Complete information is available in the SAI. Contact our Customer Service Center to obtain your copy
free of charge. Please ask us about where you can find more timely information.

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 ING Life Insurance and Annuity Company Variable Annuity Account B available under the Contract for the indicated periods.


TABLE I
FOR 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	$17.45	$18.07	$15.56	$11.58	$20.34	$17.46	$15.78	$13.62	$11.91	$9.36
Value at end of period	$20.12	$17.45	$18.07	$15.56	$11.58	$20.34	$17.46	$15.78	$13.62	$11.91
Number of accumulation units outstanding at end of period	664,947	807,293	1,003,930	1,220,934	1,453,754	1,815,960	2,563,000	3,284,830	3,122,247	2,257,322
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$12.99	$12.99	$11.39	$8.83	$15.54	$15.46	$12.98	$12.38	$11.21	$8.68
Value at end of period	$15.09	$12.99	$12.99	$11.39	$8.83	$15.54	$15.46	$12.98	$12.38	$11.21
Number of accumulation units outstanding at end of period	372,580	466,333	560,283	736,761	939,281	1,141,203	1,684,053	2,042,506	2,406,797	1,917,301
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.44	$10.02
Value at end of period	$10.80	$9.44
Number of accumulation units outstanding at end of period	19,157	1,403
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$12.68	$14.96	$14.16	$10.04	$17.62	$14.89	$12.71	$10.61	$9.92
Value at end of period	$14.73	$12.68	$14.96	$14.16	$10.04	$17.62	$14.89	$12.71	$10.61
Number of accumulation units outstanding at end of period	135,100	189,030	232,632	306,635	350,045	392,021	531,720	775,024	458,582
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2011)
Value at beginning of period	$8.88	$9.55
Value at end of period	$9.94	$8.88
Number of accumulation units outstanding at end of period	1,281	12,460
ING BALANCED PORTFOLIO
Value at beginning of period	$13.47	$13.78	$12.19	$10.32	$14.49	$13.86	$12.72	$12.32	$11.37	$9.66
Value at end of period	$15.16	$13.47	$13.78	$12.19	$10.32	$14.49	$13.86	$12.72	$12.32	$11.37
Number of accumulation units outstanding at end of period	210,344	260,549	369,598	462,951	577,851	738,056	933,000	1,166,813	1,305,749	1,029,178

ILIAC Variable Annuity – INGVA

IV 1


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.51	$10.38	$8.28	$6.19	$10.63	$10.11	$9.82
Value at end of period	$12.46	$10.51	$10.38	$8.28	$6.19	$10.63	$10.11
Number of accumulation units outstanding at end of period	18,712	19,840	25,020	33,266	45,908	41,397	137,397
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.70	$10.04
Value at end of period	$11.27	$10.70
Number of accumulation units outstanding at end of period	241,788	170,842
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.43	$8.63	$7.67	$5.93	$9.80	$10.03
Value at end of period	$9.59	$8.43	$8.63	$7.67	$5.93	$9.80
Number of accumulation units outstanding at end of period	354,887	431,013	498,163	581,106	663,378	796,839
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.76	$5.36	$4.57	$3.02	$5.06	$4.30	$4.04	$3.65	$3.74	$2.59
Value at end of period	$5.09	$4.76	$5.36	$4.57	$3.02	$5.06	$4.30	$4.04	$3.65	$3.74
Number of accumulation units outstanding at end of period	156,867	187,473	213,011	233,270	255,180	315,629	333,574	377,307	466,053	729,378
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.40	$11.08	$9.65	$7.30	$12.55	$13.67	$11.17
Value at end of period	$12.94	$10.40	$11.08	$9.65	$7.30	$12.55	$13.67
Number of accumulation units outstanding at end of period	37,685	32,948	53,734	63,621	64,670	101,969	70,366
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.92	$10.29	$8.30	$6.72	$10.28	$10.08	$8.88
Value at end of period	$11.22	$9.92	$10.29	$8.30	$6.72	$10.28	$10.08
Number of accumulation units outstanding at end of period	4,224	5,975	10,618	31,590	42,429	51,801	145,330
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.32	$9.87	$8.89	$6.82	$11.33	$10.98	$9.90
Value at end of period	$10.36	$9.32	$9.87	$8.89	$6.82	$11.33	$10.98
Number of accumulation units outstanding at end of period	11,221	13,455	24,828	54,870	38,658	29,048	12,160
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$10.58	$11.96	$9.39	$6.79	$11.24	$9.89	$9.99
Value at end of period	$12.04	$10.58	$11.96	$9.39	$6.79	$11.24	$9.89
Number of accumulation units outstanding at end of period	202,577	243,531	329,053	395,313	483,580	529,758	625,810
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.60	$11.42	$10.21	$7.81	$11.14	$10.96	$9.94
Value at end of period	$12.94	$11.60	$11.42	$10.21	$7.81	$11.14	$10.96
Number of accumulation units outstanding at end of period	109,927	131,563	150,127	168,181	129,483	93,686	63,273
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$10.00	$10.18	$9.21	$7.35	$11.92	$12.84
Value at end of period	$11.25	$10.00	$10.18	$9.21	$7.35	$11.92
Number of accumulation units outstanding at end of period	41,062	55,719	76,946	100,587	81,918	66,062
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.93	$13.56	$11.81	$9.81	$11.72	$10.88	$10.13	$10.01
Value at end of period	$14.88	$13.93	$13.56	$11.81	$9.81	$11.72	$10.88	$10.13
Number of accumulation units outstanding at end of period	318,045	407,118	512,491	669,257	804,002	908,085	1,038,725	1,293,593


ILIAC Variable Annuity – INGVA		IV 2


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.34	$12.61	$10.46	$7.68	$13.14	$9.96	$10.26
Value at end of period	$10.92	$11.34	$12.61	$10.46	$7.68	$13.14	$9.96
Number of accumulation units outstanding at end of period	48,961	64,723	81,161	90,285	80,820	81,647	58,435
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$10.31	$11.97	$10.85	$7.57	$12.69	$11.94	$10.32	$10.26	$9.18	$7.23
Value at end of period	$11.15	$10.31	$11.97	$10.85	$7.57	$12.69	$11.94	$10.32	$10.26	$9.18
Number of accumulation units outstanding at end of period	142,562	167,074	245,551	260,562	300,734	325,370	366,594	446,019	555,400	666,673
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$9.36	$9.48	$8.38	$6.50	$10.52	$9.89	$8.74	$8.16	$7.60	$6.09
Value at end of period	$10.74	$9.36	$9.48	$8.38	$6.50	$10.52	$9.89	$8.74	$8.16	$7.60
Number of accumulation units outstanding at end of period	961,401	1,179,425	1,175,861	1,032,614	835,276	603,244	822,465	955,103	1,061,351	1,213,385
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$11.26	$11.37	$10.08	$8.26	$13.28	$12.76	$11.25	$10.77	$9.84	$7.87
Value at end of period	$12.76	$11.26	$11.37	$10.08	$8.26	$13.28	$12.76	$11.25	$10.77	$9.84
Number of accumulation units outstanding at end of period	871,265	1,067,228	1,379,248	1,564,084	1,516,955	1,689,866	1,906,034	2,368,146	2,759,569	3,215,532
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$17.88	$16.79	$15.43	$13.96	$15.40	$14.67	$14.23	$13.93	$13.41	$12.73
Value at end of period	$19.38	$17.88	$16.79	$15.43	$13.96	$15.40	$14.67	$14.23	$13.93	$13.41
Number of accumulation units outstanding at end of period	1,026,093	983,416	1,010,389	1,038,721	997,679	723,089	919,428	1,098,270	1,069,558	1,257,971
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$13.02	$14.96	$14.01	$12.08
Value at end of period	$15.31	$13.02	$14.96	$14.01
Number of accumulation units outstanding at end of period	62,069	88,025	95,193	114,512
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.56	$12.82	$11.52	$9.48	$12.49	$12.18	$10.91	$10.06
Value at end of period	$14.03	$12.56	$12.82	$11.52	$9.48	$12.49	$12.18	$10.91
Number of accumulation units outstanding at end of period	745,413	886,984	1,051,196	1,309,701	1,577,267	1,864,760	2,450,442	2,802,327
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.02	$14.30	$11.36	$9.00	$12.92	$13.25	$11.44	$10.24
Value at end of period	$16.52	$14.02	$14.30	$11.36	$9.00	$12.92	$13.25	$11.44
Number of accumulation units outstanding at end of period	50,905	64,301	56,579	70,121	79,400	113,083	172,618	350,676
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$15.49	$15.26	$13.45	$9.51	$13.21	$11.92	$11.36	$10.06
Value at end of period	$18.12	$15.49	$15.26	$13.45	$9.51	$13.21	$11.92	$11.36
Number of accumulation units outstanding at end of period	255,514	167,708	119,806	133,378	132,881	149,611	212,781	266,161
ING LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.10	$10.05
Value at end of period	$11.44	$10.10
Number of accumulation units outstanding at end of period	41,685	13,967
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.99	$10.25	$8.64	$6.76	$11.44	$10.11	$9.15
Value at end of period	$11.13	$9.99	$10.25	$8.64	$6.76	$11.44	$10.11
Number of accumulation units outstanding at end of period	3,076	3,936	7,228	9,310	31,529	26,748	18,994

ILIAC Variable Annuity – INGVA

IV 3


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.92	$11.82	$10.83	$9.25	$12.00	$11.62	$10.46	$10.14
Value at end of period	$13.16	$11.92	$11.82	$10.83	$9.25	$12.00	$11.62	$10.46
Number of accumulation units outstanding at end of period	554,551	661,258	822,342	1,106,608	1,439,660	1,605,202	2,289,415	3,060,671
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$14.59	$14.85	$11.53	$8.26	$13.38	$10.77	$10.10	$9.26	$8.41	$6.21
Value at end of period	$16.46	$14.59	$14.85	$11.53	$8.26	$13.38	$10.77	$10.10	$9.26	$8.41
Number of accumulation units outstanding at end of period	86,329	108,521	108,203	120,545	116,506	148,281	182,941	324,578	349,195	219,160
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$12.72	$12.84	$12.94	$13.02	$12.80	$12.29	$11.83	$11.60	$11.58	$11.59
Value at end of period	$12.61	$12.72	$12.84	$12.94	$13.02	$12.80	$12.29	$11.83	$11.60	$11.58
Number of accumulation units outstanding at end of period	794,549	932,905	1,343,089	2,035,983	2,988,799	2,695,517	3,097,409	3,537,817	2,815,301	1,967,775
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.70	$13.96	$12.14	$8.78	$14.86	$14.07	$12.04	$10.06
Value at end of period	$15.31	$12.70	$13.96	$12.14	$8.78	$14.86	$14.07	$12.04
Number of accumulation units outstanding at end of period	594,918	703,200	830,843	957,210	1,090,401	1,272,025	1,644,706	1,912,409
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.05	$10.03
Value at end of period	$10.83	$10.05
Number of accumulation units outstanding at end of period	110,962	48,638
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.62	$12.26	$10.66	$8.64	$13.33	$12.77	$11.02	$10.23
Value at end of period	$12.72	$11.62	$12.26	$10.66	$8.64	$13.33	$12.77	$11.02
Number of accumulation units outstanding at end of period	111,601	126,737	172,869	219,668	276,102	324,341	459,403	552,003
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.91	$14.14	$12.00	$7.25	$9.94
Value at end of period	$16.01	$13.91	$14.14	$12.00	$7.25
Number of accumulation units outstanding at end of period	145,031	177,613	214,262	257,636	300,691
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.98	$10.60	$9.08	$7.32	$11.05	$10.58	$10.03
Value at end of period	$10.97	$9.98	$10.60	$9.08	$7.32	$11.05	$10.58
Number of accumulation units outstanding at end of period	20,694	22,825	27,790	31,756	46,012	40,111	10,637
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during June 2011)
Value at beginning of period	$10.08	$9.91
Value at end of period	$10.77	$10.08
Number of accumulation units outstanding at end of period	38,864	6,477
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.15	$10.37	$9.38	$9.22
Value at end of period	$11.36	$10.15	$10.37	$9.38
Number of accumulation units outstanding at end of period	102,096	147,464	158,076	201,605
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.51	$10.60	$9.64	$9.50
Value at end of period	$11.61	$10.51	$10.60	$9.64
Number of accumulation units outstanding at end of period	111,738	125,950	180,398	288,918

ILIAC Variable Annuity – INGVA

IV 4


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.83	$10.71	$9.87	$9.75
Value at end of period	$11.83	$10.83	$10.71	$9.87
Number of accumulation units outstanding at end of period	107,157	139,397	173,062	234,551
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.56	$13.14	$11.76	$10.02
Value at end of period	$15.38	$13.56	$13.14	$11.76
Number of accumulation units outstanding at end of period	294,414	332,065	388,905	478,662
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$14.60	$14.37	$12.93	$10.58
Value at end of period	$16.71	$14.60	$14.37	$12.93
Number of accumulation units outstanding at end of period	121,807	159,932	175,664	208,860
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.84	$13.86	$12.56	$10.61
Value at end of period	$15.94	$13.84	$13.86	$12.56
Number of accumulation units outstanding at end of period	165,865	187,615	221,902	332,532
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$10.08	$10.12	$7.74	$5.98	$9.22	$8.48	$7.62	$7.07	$6.49	$4.73
Value at end of period	$11.47	$10.08	$10.12	$7.74	$5.98	$9.22	$8.48	$7.62	$7.07	$6.49
Number of accumulation units outstanding at end of period	57,343	74,535	99,557	106,955	121,748	144,876	172,834	204,440	228,383	175,467
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$21.08	$21.83	$17.72	$14.02	$20.53	$19.58	$16.92	$15.49	$13.67	$10.04
Value at end of period	$23.91	$21.08	$21.83	$17.72	$14.02	$20.53	$19.58	$16.92	$15.49	$13.67
Number of accumulation units outstanding at end of period	223,720	260,349	314,243	371,326	400,462	490,652	684,407	879,607	1,151,775	1,313,138
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.64	$10.12
Value at end of period	$10.94	$9.64
Number of accumulation units outstanding at end of period	75,088	12,020
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$14.11	$14.79	$11.62	$8.01	$14.23	$12.67	$11.73	$10.04
Value at end of period	$16.23	$14.11	$14.79	$11.62	$8.01	$14.23	$12.67	$11.73
Number of accumulation units outstanding at end of period	494,968	569,118	648,916	731,147	824,868	939,670	1,229,215	1,630,598
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.96	$10.15	$8.92	$7.20	$11.31	$11.08	$10.04
Value at end of period	$11.57	$9.96	$10.15	$8.92	$7.20	$11.31	$11.08
Number of accumulation units outstanding at end of period	26,380	81,847	31,792	49,928	65,794	47,108	37,896
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.20	$9.87
Value at end of period	$10.83	$9.20
Number of accumulation units outstanding at end of period	15,976	19,420
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.19	$14.04	$12.45	$9.14	$18.27	$15.30	$12.45	$10.10
Value at end of period	$14.34	$12.19	$14.04	$12.45	$9.14	$18.27	$15.30	$12.45
Number of accumulation units outstanding at end of period	26,732	35,328	44,882	65,180	97,677	138,555	243,016	192,878

ILIAC Variable Annuity – INGVA

IV 5


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.71	$8.84	$8.20	$6.26	$10.14
Value at end of period	$9.07	$7.71	$8.84	$8.20	$6.26
Number of accumulation units outstanding at end of period	208,213	244,559	383,082	472,634	541,950
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$8.82	$9.45	$8.85	$6.76	$11.31	$11.15	$9.79
Value at end of period	$10.64	$8.82	$9.45	$8.85	$6.76	$11.31	$11.15
Number of accumulation units outstanding at end of period	14,629	11,291	9,999	8,986	10,164	27,728	15,467
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$10.03	$10.39	$9.25	$7.08	$11.87	$11.85	$10.44	$9.64	$8.48	$6.85
Value at end of period	$11.27	$10.03	$10.39	$9.25	$7.08	$11.87	$11.85	$10.44	$9.64	$8.48
Number of accumulation units outstanding at end of period	70,766	81,465	119,294	160,162	195,454	167,864	234,470	309,846	341,549	331,059



TABLE II
FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.90%
(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	$12.34	$12.90	$11.22	$8.43	$14.94	$12.95	$11.82	$10.30	$9.10	$7.22
Value at end of period	$14.09	$12.34	$12.90	$11.22	$8.43	$14.94	$12.95	$11.82	$10.30	$9.10
Number of accumulation units outstanding at end of period	81	82	410	7,162	26,249	193,614	217,382	231,760	141,674	99,481
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$11.09	$11.19	$9.91	$7.76	$13.79	$13.85	$11.74	$11.31	$10.33	$8.08
Value at end of period	$12.76	$11.09	$11.19	$9.91	$7.76	$13.79	$13.85	$11.74	$11.31	$10.33
Number of accumulation units outstanding at end of period	0	0	0	8,289	23,444	100,337	131,926	133,994	145,501	92,558
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during December 2004)
Value at beginning of period	$11.84	$14.10	$13.47	$9.65	$17.09	$14.59	$12.57	$10.59	$10.41
Value at end of period	$13.62	$11.84	$14.10	$13.47	$9.65	$17.09	$14.59	$12.57	$10.59
Number of accumulation units outstanding at end of period	0	0	0	1,780	14,523	87,482	97,070	49,272	2,432
ING BALANCED PORTFOLIO
Value at beginning of period	$10.07	$10.40	$9.29	$7.94	$11.26	$10.87	$10.08	$9.85	$9.18	$7.87
Value at end of period	$11.22	$10.07	$10.40	$9.29	$7.94	$11.26	$10.87	$10.08	$9.85	$9.18
Number of accumulation units outstanding at end of period	2,239	2,239	957	3,271	4,275	37,216	46,677	66,062	71,463	80,704
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.95	$9.92	$8.00	$6.03	$10.46	$10.05	$9.61
Value at end of period	$11.68	$9.95	$9.92	$8.00	$6.03	$10.46	$10.05
Number of accumulation units outstanding at end of period	0	0	0	739	2,124	6,323	2,978
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.06	$8.33	$7.47	$5.83	$9.74	$10.03
Value at end of period	$9.08	$8.06	$8.33	$7.47	$5.83	$9.74
Number of accumulation units outstanding at end of period	0	0	320	4,957	7,515	30,387

ILIAC Variable Annuity – INGVA

IV 6


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	$4.45	$5.07	$4.36	$2.91	$4.93	$4.22	$4.01	$3.66	$3.78	$2.65
Value at end of period	$4.71	$4.45	$5.07	$4.36	$2.91	$4.93	$4.22	$4.01	$3.66	$3.78
Number of accumulation units outstanding at end of period	0	0	0	754	3,287	12,695	19,589	26,588	29,626	22,775
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.84	$10.60	$9.31	$7.11	$12.35	$13.58	$10.32
Value at end of period	$12.13	$9.84	$10.60	$9.31	$7.11	$12.35	$13.58
Number of accumulation units outstanding at end of period	0	0	0	389	6,731	12,363	11,301
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$8.82	$9.43	$8.58	$6.65	$11.15	$10.91	$9.50
Value at end of period	$9.72	$8.82	$9.43	$8.58	$6.65	$11.15	$10.91
Number of accumulation units outstanding at end of period	0	0	0	0	1,241	11,658	9,975
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.02	$11.44	$9.06	$6.62	$11.06	$9.82	$10.28
Value at end of period	$11.29	$10.02	$11.44	$9.06	$6.62	$11.06	$9.82
Number of accumulation units outstanding at end of period	0	0	195	8,715	13,867	35,481	95,741
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.98	$10.92	$9.85	$7.61	$10.96	$10.89	$9.94
Value at end of period	$12.13	$10.98	$10.92	$9.85	$7.61	$10.96	$10.89
Number of accumulation units outstanding at end of period	0	0	0	1,275	1,462	20,157	16,201
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$9.56	$9.82	$8.97	$7.23	$11.85	$12.68
Value at end of period	$10.65	$9.56	$9.82	$8.97	$7.23	$11.85
Number of accumulation units outstanding at end of period	0	0	0	1,421	2,896	11,357
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.06	$12.83	$11.29	$9.47	$11.42	$10.70	$10.06	$10.00
Value at end of period	$13.82	$13.06	$12.83	$11.29	$9.47	$11.42	$10.70	$10.06
Number of accumulation units outstanding at end of period	0	0	0	4,005	15,899	140,662	128,634	98,237
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$10.74	$12.05	$10.10	$7.49	$12.93	$9.89	$9.39
Value at end of period	$10.24	$10.74	$12.05	$10.10	$7.49	$12.93	$9.89
Number of accumulation units outstanding at end of period	0	0	0	291	1,317	22,187	6,436
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$5.81	$6.81	$6.24	$4.39	$7.43	$7.06	$6.16	$6.18	$5.58	$4.44
Value at end of period	$6.22	$5.81	$6.81	$6.24	$4.39	$7.43	$7.06	$6.16	$6.18	$5.58
Number of accumulation units outstanding at end of period	0	0	0	106	6,021	14,254	63,636	82,579	97,534	108,388
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$7.44	$7.61	$6.79	$5.32	$8.69	$8.25	$7.36	$6.94	$6.53	$5.28
Value at end of period	$8.45	$7.44	$7.61	$6.79	$5.32	$8.69	$8.25	$7.36	$6.94	$6.53
Number of accumulation units outstanding at end of period	3,313	3,335	1,873	28,833	43,500	38,070	55,589	64,417	86,309	80,267
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$7.69	$7.84	$7.02	$5.80	$9.42	$9.15	$8.14	$7.87	$7.26	$5.86
Value at end of period	$8.63	$7.69	$7.84	$7.02	$5.80	$9.42	$9.15	$8.14	$7.87	$7.26
Number of accumulation units outstanding at end of period	0	0	981	19,840	198,590	372,830	107,306	150,783	174,585	202,025

ILIAC Variable Annuity – INGVA

IV 7


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$15.27	$14.47	$13.43	$12.27	$13.67	$13.14	$12.87	$12.72	$12.36	$11.86
Value at end of period	$16.38	$15.27	$14.47	$13.43	$12.27	$13.67	$13.14	$12.87	$12.72	$12.36
Number of accumulation units outstanding at end of period	0	0	0	18,196	65,938	69,840	63,076	75,004	65,243	66,982
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.68	$14.72	$13.91	$11.48
Value at end of period	$14.77	$12.68	$14.72	$13.91
Number of accumulation units outstanding at end of period	0	0	0	1,384
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$11.77	$12.13	$11.01	$9.15	$12.17	$11.98	$10.84	$10.06
Value at end of period	$13.03	$11.77	$12.13	$11.01	$9.15	$12.17	$11.98	$10.84
Number of accumulation units outstanding at end of period	0	0	0	2,422	6,525	92,011	124,372	113,062
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.14	$13.54	$10.86	$8.69	$12.59	$13.04	$11.36	$10.73
Value at end of period	$15.34	$13.14	$13.54	$10.86	$8.69	$12.59	$13.04	$11.36
Number of accumulation units outstanding at end of period	0	0	0	108	2,397	10,340	15,431	12,055
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$14.52	$14.45	$12.85	$9.18	$12.88	$11.73	$11.29	$11.02
Value at end of period	$16.82	$14.52	$14.45	$12.85	$9.18	$12.88	$11.73	$11.29
Number of accumulation units outstanding at end of period	0	0	0	7,048	12,253	27,644	48,619	72,586
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.46	$9.80	$8.34	$6.59	$11.25	$10.05	$9.26
Value at end of period	$10.44	$9.46	$9.80	$8.34	$6.59	$11.25	$10.05
Number of accumulation units outstanding at end of period	0	0	0	0	0	2,806	2,804
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.18	$11.18	$10.35	$8.93	$11.69	$11.43	$10.39	$10.06
Value at end of period	$12.22	$11.18	$11.18	$10.35	$8.93	$11.69	$11.43	$10.39
Number of accumulation units outstanding at end of period	0	0	147	12,437	28,207	119,216	176,475	205,538
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$13.16	$13.52	$10.61	$7.67	$12.55	$10.20	$9.66	$8.94	$8.20	$6.11
Value at end of period	$14.71	$13.16	$13.52	$10.61	$7.67	$12.55	$10.20	$9.66	$8.94	$8.20
Number of accumulation units outstanding at end of period	0	0	0	1,712	2,772	19,247	32,261	40,741	42,360	13,425
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$10.36	$10.56	$10.74	$10.91	$10.84	$10.51	$10.21	$10.10	$10.19	$10.30
Value at end of period	$10.17	$10.36	$10.56	$10.74	$10.91	$10.84	$10.51	$10.21	$10.10	$10.19
Number of accumulation units outstanding at end of period	0	0	603	2,779	44,564	441,840	806,410	579,969	234,870	226,002
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$11.91	$13.21	$11.60	$8.47	$14.47	$13.85	$11.96	$10.06
Value at end of period	$14.22	$11.91	$13.21	$11.60	$8.47	$14.47	$13.85	$11.96
Number of accumulation units outstanding at end of period	63	64	353	5,690	7,176	65,838	97,726	141,518
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.90	$11.61	$10.19	$8.34	$12.99	$12.57	$10.95	$10.53
Value at end of period	$11.81	$10.90	$11.61	$10.19	$8.34	$12.99	$12.57	$10.95
Number of accumulation units outstanding at end of period	0	0	0	3,593	8,422	23,331	44,031	48,242

ILIAC Variable Annuity – INGVA

IV 8


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.46	$13.82	$11.84	$7.22	$9.93
Value at end of period	$15.35	$13.46	$13.82	$11.84	$7.22
Number of accumulation units outstanding at end of period	0	0	314	3,925	13,504
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.93	$10.25	$9.36	$9.21
Value at end of period	$11.01	$9.93	$10.25	$9.36
Number of accumulation units outstanding at end of period	0	0	0	1,636
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.61	$10.58	$9.85	$9.75
Value at end of period	$11.47	$10.61	$10.58	$9.85
Number of accumulation units outstanding at end of period	0	0	0	3,822
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.25	$12.96	$11.71	$10.02
Value at end of period	$14.88	$13.25	$12.96	$11.71
Number of accumulation units outstanding at end of period	0	0	206	4,836
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.22	$14.14	$12.84	$10.95
Value at end of period	$16.12	$14.22	$14.14	$12.84
Number of accumulation units outstanding at end of period	0	0	3,535	6,808
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.48	$13.63	$12.47	$10.63
Value at end of period	$15.37	$13.48	$13.63	$12.47
Number of accumulation units outstanding at end of period	0	0	0	787
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$9.09	$9.22	$7.11	$5.55	$8.65	$8.03	$7.28	$6.82	$6.32	$4.66
Value at end of period	$10.25	$9.09	$9.22	$7.11	$5.55	$8.65	$8.03	$7.28	$6.82	$6.32
Number of accumulation units outstanding at end of period	0	0	0	0	4,971	35,408	41,407	53,187	38,830	13,008
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$13.64	$14.26	$11.69	$9.34	$13.81	$13.29	$11.60	$10.72	$9.56	$7.09
Value at end of period	$15.32	$13.64	$14.26	$11.69	$9.34	$13.81	$13.29	$11.60	$10.72	$9.56
Number of accumulation units outstanding at end of period	78	78	78	3,614	12,111	51,932	64,131	59,629	60,875	42,546
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.23	$14.00	$11.11	$7.73	$13.87	$12.47	$11.65	$10.03
Value at end of period	$15.07	$13.23	$14.00	$11.11	$7.73	$13.87	$12.47	$11.65
Number of accumulation units outstanding at end of period	0	0	164	3,013	10,717	85,018	111,843	108,135
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.43	$9.70	$8.60	$7.02	$11.13	$11.01	$9.74
Value at end of period	$10.85	$9.43	$9.70	$8.60	$7.02	$11.13	$11.01
Number of accumulation units outstanding at end of period	0	0	0	510	510	4,245	3,937
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.43	$13.29	$11.91	$8.82	$17.81	$15.06	$12.37	$10.06
Value at end of period	$13.31	$11.43	$13.29	$11.91	$8.82	$17.81	$15.06	$12.37
Number of accumulation units outstanding at end of period	0	0	0	0	5,283	19,967	19,716	11,954

ILIAC Variable Annuity – INGVA

IV 9


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.44	$8.61	$8.07	$6.22	$10.14
Value at end of period	$8.67	$7.44	$8.61	$8.07	$6.22
Number of accumulation units outstanding at end of period	108	109	109	9,433	18,852
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$8.36	$9.03	$8.54	$6.58	$11.13	$11.08	$9.24
Value at end of period	$9.98	$8.36	$9.03	$8.54	$6.58	$11.13	$11.08
Number of accumulation units outstanding at end of period	0	0	0	3,230	3,868	11,799	9,716
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$6.69	$6.99	$6.28	$4.86	$8.23	$8.29	$7.38	$6.88	$6.11	$4.98
Value at end of period	$7.44	$6.69	$6.99	$6.28	$4.86	$8.23	$8.29	$7.38	$6.88	$6.11
Number of accumulation units outstanding at end of period	0	0	0	6,205	16,056	27,677	35,717	36,902	37,968	35,349

ILIAC Variable Annuity – INGVA

IV 10

PART B

VARIABLE ANNUITY ACCOUNT B

ING LIFE INSURANCE AND ANNUITY COMPANY

ING VARIABLE ANNUITY

Statement of Additional Information

Dated

May1, 2013

Group Variable Annuity Contracts for Employer-Sponsored Deferred Compensation Plans

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

Customer Service Center

P.O. Box 9271

Des Moines, IA 50306-9271

1-800-366-0066

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 of ING Life Insurance and Annuity Company	2
Offering and Purchase of Contracts	2
Income Phase Payments	3
Sales Material and Advertising	4
Experts	4
Condensed Financial Information	CFI-1
Financial Statements of the Separate Account (Variable Annuity Account B) of ING Life Insurance and	S-1
Annuity Company
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, 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.

From this point forward, the term “contract(s)” refers only to those offered through the prospectus.

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, under all contracts, or under all plans.

A complete description of each fund, including its investment objective, policies, risks and fees and expenses, is contained in
the fund’s prospectus and statement of additional information.

OFFERING AND PURCHASE OF CONTRACTS

The Company’s subsidiary, ING Financial Advisers, LLC serves as the principal underwriter for 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 National Association of Securities Dealers, Inc. and the Securities Investor Protection
Corporation. ING Financial Advisers, LLC’s principal office is located at One Orange Way, Windsor, Connecticut 06095-
4774. ING Financial Advisers, LLC offers the securities under the Contracts on a continuous basis, however, the Contract is no

longer available to new purchasers. A description of the manner in which contracts are purchased may be found in the
prospectus under the sections entitled “Contract Ownership 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 and amounted to $1,907,879.60, $1,807,861.34 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 tenth valuation before the first income phase
payment is due. Such value (less any applicable premium tax charge) is applied to provide payments to you in accordance with
the income phase 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. Thereafter, variable payments fluctuate as the Annuity Unit value(s) fluctuates with the investment experience of the
selected investment option(s). The first 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 income phase payment, but subsequent income
phase 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 upon 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 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 ten 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 tenth valuation 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 table in the contract provides, for the payment option
elected, a first monthly variable payment of $6.68 per $1,000 of value applied; the annuitant’s first monthly payment would
thus be 40.950 multiplied by $6.68, or $273.55.

Assume then that the value of an Annuity Unit upon the valuation on 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 tenth 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, 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 or participants. 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.

EXPERTS

The statements of assets and liabilities of 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.

CONDENSED FINANCIAL INFORMATION


TABLE I
FOR 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	$17.45	$18.07	$15.56	$11.58	$20.34	$17.46	$15.78	$13.62	$11.91	$9.36
Value at end of period	$20.12	$17.45	$18.07	$15.56	$11.58	$20.34	$17.46	$15.78	$13.62	$11.91
Number of accumulation units outstanding at end of period	664,947	807,293	1,003,930	1,220,934	1,453,754	1,815,960	2,563,000	3,284,830	3,122,247	2,257,322
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$12.99	$12.99	$11.39	$8.83	$15.54	$15.46	$12.98	$12.38	$11.21	$8.68
Value at end of period	$15.09	$12.99	$12.99	$11.39	$8.83	$15.54	$15.46	$12.98	$12.38	$11.21
Number of accumulation units outstanding at end of period	372,580	466,333	560,283	736,761	939,281	1,141,203	1,684,053	2,042,506	2,406,797	1,917,301
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.44	$10.02
Value at end of period	$10.80	$9.44
Number of accumulation units outstanding at end of period	19,157	1,403
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$12.68	$14.96	$14.16	$10.04	$17.62	$14.89	$12.71	$10.61	$9.92
Value at end of period	$14.73	$12.68	$14.96	$14.16	$10.04	$17.62	$14.89	$12.71	$10.61
Number of accumulation units outstanding at end of period	135,100	189,030	232,632	306,635	350,045	392,021	531,720	775,024	458,582
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2011)
Value at beginning of period	$8.88	$9.55
Value at end of period	$9.94	$8.88
Number of accumulation units outstanding at end of period	1,281	12,460
ING BALANCED PORTFOLIO
Value at beginning of period	$13.47	$13.78	$12.19	$10.32	$14.49	$13.86	$12.72	$12.32	$11.37	$9.66
Value at end of period	$15.16	$13.47	$13.78	$12.19	$10.32	$14.49	$13.86	$12.72	$12.32	$11.37
Number of accumulation units outstanding at end of period	210,344	260,549	369,598	462,951	577,851	738,056	933,000	1,166,813	1,305,749	1,029,178
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.51	$10.38	$8.28	$6.19	$10.63	$10.11	$9.82
Value at end of period	$12.46	$10.51	$10.38	$8.28	$6.19	$10.63	$10.11
Number of accumulation units outstanding at end of period	18,712	19,840	25,020	33,266	45,908	41,397	137,397
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.70	$10.04
Value at end of period	$11.27	$10.70
Number of accumulation units outstanding at end of period	241,788	170,842

ILIAC Variable Annuity – INGVA

CFI 1


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.43	$8.63	$7.67	$5.93	$9.80	$10.03
Value at end of period	$9.59	$8.43	$8.63	$7.67	$5.93	$9.80
Number of accumulation units outstanding at end of period	354,887	431,013	498,163	581,106	663,378	796,839
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.76	$5.36	$4.57	$3.02	$5.06	$4.30	$4.04	$3.65	$3.74	$2.59
Value at end of period	$5.09	$4.76	$5.36	$4.57	$3.02	$5.06	$4.30	$4.04	$3.65	$3.74
Number of accumulation units outstanding at end of period	156,867	187,473	213,011	233,270	255,180	315,629	333,574	377,307	466,053	729,378
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.40	$11.08	$9.65	$7.30	$12.55	$13.67	$11.17
Value at end of period	$12.94	$10.40	$11.08	$9.65	$7.30	$12.55	$13.67
Number of accumulation units outstanding at end of period	37,685	32,948	53,734	63,621	64,670	101,969	70,366
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.92	$10.29	$8.30	$6.72	$10.28	$10.08	$8.88
Value at end of period	$11.22	$9.92	$10.29	$8.30	$6.72	$10.28	$10.08
Number of accumulation units outstanding at end of period	4,224	5,975	10,618	31,590	42,429	51,801	145,330
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.32	$9.87	$8.89	$6.82	$11.33	$10.98	$9.90
Value at end of period	$10.36	$9.32	$9.87	$8.89	$6.82	$11.33	$10.98
Number of accumulation units outstanding at end of period	11,221	13,455	24,828	54,870	38,658	29,048	12,160
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$10.58	$11.96	$9.39	$6.79	$11.24	$9.89	$9.99
Value at end of period	$12.04	$10.58	$11.96	$9.39	$6.79	$11.24	$9.89
Number of accumulation units outstanding at end of period	202,577	243,531	329,053	395,313	483,580	529,758	625,810
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.60	$11.42	$10.21	$7.81	$11.14	$10.96	$9.94
Value at end of period	$12.94	$11.60	$11.42	$10.21	$7.81	$11.14	$10.96
Number of accumulation units outstanding at end of period	109,927	131,563	150,127	168,181	129,483	93,686	63,273
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$10.00	$10.18	$9.21	$7.35	$11.92	$12.84
Value at end of period	$11.25	$10.00	$10.18	$9.21	$7.35	$11.92
Number of accumulation units outstanding at end of period	41,062	55,719	76,946	100,587	81,918	66,062
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.93	$13.56	$11.81	$9.81	$11.72	$10.88	$10.13	$10.01
Value at end of period	$14.88	$13.93	$13.56	$11.81	$9.81	$11.72	$10.88	$10.13
Number of accumulation units outstanding at end of period	318,045	407,118	512,491	669,257	804,002	908,085	1,038,725	1,293,593
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.34	$12.61	$10.46	$7.68	$13.14	$9.96	$10.26
Value at end of period	$10.92	$11.34	$12.61	$10.46	$7.68	$13.14	$9.96
Number of accumulation units outstanding at end of period	48,961	64,723	81,161	90,285	80,820	81,647	58,435
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$10.31	$11.97	$10.85	$7.57	$12.69	$11.94	$10.32	$10.26	$9.18	$7.23
Value at end of period	$11.15	$10.31	$11.97	$10.85	$7.57	$12.69	$11.94	$10.32	$10.26	$9.18
Number of accumulation units outstanding at end of period	142,562	167,074	245,551	260,562	300,734	325,370	366,594	446,019	555,400	666,673

ILIAC Variable Annuity – INGVA

CFI 2


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$9.36	$9.48	$8.38	$6.50	$10.52	$9.89	$8.74	$8.16	$7.60	$6.09
Value at end of period	$10.74	$9.36	$9.48	$8.38	$6.50	$10.52	$9.89	$8.74	$8.16	$7.60
Number of accumulation units outstanding at end of period	961,401	1,179,425	1,175,861	1,032,614	835,276	603,244	822,465	955,103	1,061,351	1,213,385
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$11.26	$11.37	$10.08	$8.26	$13.28	$12.76	$11.25	$10.77	$9.84	$7.87
Value at end of period	$12.76	$11.26	$11.37	$10.08	$8.26	$13.28	$12.76	$11.25	$10.77	$9.84
Number of accumulation units outstanding at end of period	871,265	1,067,228	1,379,248	1,564,084	1,516,955	1,689,866	1,906,034	2,368,146	2,759,569	3,215,532
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$17.88	$16.79	$15.43	$13.96	$15.40	$14.67	$14.23	$13.93	$13.41	$12.73
Value at end of period	$19.38	$17.88	$16.79	$15.43	$13.96	$15.40	$14.67	$14.23	$13.93	$13.41
Number of accumulation units outstanding at end of period	1,026,093	983,416	1,010,389	1,038,721	997,679	723,089	919,428	1,098,270	1,069,558	1,257,971
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$13.02	$14.96	$14.01	$12.08
Value at end of period	$15.31	$13.02	$14.96	$14.01
Number of accumulation units outstanding at end of period	62,069	88,025	95,193	114,512
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.56	$12.82	$11.52	$9.48	$12.49	$12.18	$10.91	$10.06
Value at end of period	$14.03	$12.56	$12.82	$11.52	$9.48	$12.49	$12.18	$10.91
Number of accumulation units outstanding at end of period	745,413	886,984	1,051,196	1,309,701	1,577,267	1,864,760	2,450,442	2,802,327
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.02	$14.30	$11.36	$9.00	$12.92	$13.25	$11.44	$10.24
Value at end of period	$16.52	$14.02	$14.30	$11.36	$9.00	$12.92	$13.25	$11.44
Number of accumulation units outstanding at end of period	50,905	64,301	56,579	70,121	79,400	113,083	172,618	350,676
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$15.49	$15.26	$13.45	$9.51	$13.21	$11.92	$11.36	$10.06
Value at end of period	$18.12	$15.49	$15.26	$13.45	$9.51	$13.21	$11.92	$11.36
Number of accumulation units outstanding at end of period	255,514	167,708	119,806	133,378	132,881	149,611	212,781	266,161
ING LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.10	$10.05
Value at end of period	$11.44	$10.10
Number of accumulation units outstanding at end of period	41,685	13,967
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.99	$10.25	$8.64	$6.76	$11.44	$10.11	$9.15
Value at end of period	$11.13	$9.99	$10.25	$8.64	$6.76	$11.44	$10.11
Number of accumulation units outstanding at end of period	3,076	3,936	7,228	9,310	31,529	26,748	18,994
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.92	$11.82	$10.83	$9.25	$12.00	$11.62	$10.46	$10.14
Value at end of period	$13.16	$11.92	$11.82	$10.83	$9.25	$12.00	$11.62	$10.46
Number of accumulation units outstanding at end of period	554,551	661,258	822,342	1,106,608	1,439,660	1,605,202	2,289,415	3,060,671
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$14.59	$14.85	$11.53	$8.26	$13.38	$10.77	$10.10	$9.26	$8.41	$6.21
Value at end of period	$16.46	$14.59	$14.85	$11.53	$8.26	$13.38	$10.77	$10.10	$9.26	$8.41
Number of accumulation units outstanding at end of period	86,329	108,521	108,203	120,545	116,506	148,281	182,941	324,578	349,195	219,160
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$12.72	$12.84	$12.94	$13.02	$12.80	$12.29	$11.83	$11.60	$11.58	$11.59
Value at end of period	$12.61	$12.72	$12.84	$12.94	$13.02	$12.80	$12.29	$11.83	$11.60	$11.58
Number of accumulation units outstanding at end of period	794,549	932,905	1,343,089	2,035,983	2,988,799	2,695,517	3,097,409	3,537,817	2,815,301	1,967,775


ILIAC Variable Annuity – INGVA		CFI 3


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.70	$13.96	$12.14	$8.78	$14.86	$14.07	$12.04	$10.06
Value at end of period	$15.31	$12.70	$13.96	$12.14	$8.78	$14.86	$14.07	$12.04
Number of accumulation units outstanding at end of period	594,918	703,200	830,843	957,210	1,090,401	1,272,025	1,644,706	1,912,409
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.05	$10.03
Value at end of period	$10.83	$10.05
Number of accumulation units outstanding at end of period	110,962	48,638
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.62	$12.26	$10.66	$8.64	$13.33	$12.77	$11.02	$10.23
Value at end of period	$12.72	$11.62	$12.26	$10.66	$8.64	$13.33	$12.77	$11.02
Number of accumulation units outstanding at end of period	111,601	126,737	172,869	219,668	276,102	324,341	459,403	552,003
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.91	$14.14	$12.00	$7.25	$9.94
Value at end of period	$16.01	$13.91	$14.14	$12.00	$7.25
Number of accumulation units outstanding at end of period	145,031	177,613	214,262	257,636	300,691
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.98	$10.60	$9.08	$7.32	$11.05	$10.58	$10.03
Value at end of period	$10.97	$9.98	$10.60	$9.08	$7.32	$11.05	$10.58
Number of accumulation units outstanding at end of period	20,694	22,825	27,790	31,756	46,012	40,111	10,637
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during June 2011)
Value at beginning of period	$10.08	$9.91
Value at end of period	$10.77	$10.08
Number of accumulation units outstanding at end of period	38,864	6,477
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.15	$10.37	$9.38	$9.22
Value at end of period	$11.36	$10.15	$10.37	$9.38
Number of accumulation units outstanding at end of period	102,096	147,464	158,076	201,605
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.51	$10.60	$9.64	$9.50
Value at end of period	$11.61	$10.51	$10.60	$9.64
Number of accumulation units outstanding at end of period	111,738	125,950	180,398	288,918
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.83	$10.71	$9.87	$9.75
Value at end of period	$11.83	$10.83	$10.71	$9.87
Number of accumulation units outstanding at end of period	107,157	139,397	173,062	234,551
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.56	$13.14	$11.76	$10.02
Value at end of period	$15.38	$13.56	$13.14	$11.76
Number of accumulation units outstanding at end of period	294,414	332,065	388,905	478,662
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$14.60	$14.37	$12.93	$10.58
Value at end of period	$16.71	$14.60	$14.37	$12.93
Number of accumulation units outstanding at end of period	121,807	159,932	175,664	208,860


ILIAC Variable Annuity – INGVA		CFI 4


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.84	$13.86	$12.56	$10.61
Value at end of period	$15.94	$13.84	$13.86	$12.56
Number of accumulation units outstanding at end of period	165,865	187,615	221,902	332,532
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$10.08	$10.12	$7.74	$5.98	$9.22	$8.48	$7.62	$7.07	$6.49	$4.73
Value at end of period	$11.47	$10.08	$10.12	$7.74	$5.98	$9.22	$8.48	$7.62	$7.07	$6.49
Number of accumulation units outstanding at end of period	57,343	74,535	99,557	106,955	121,748	144,876	172,834	204,440	228,383	175,467
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$21.08	$21.83	$17.72	$14.02	$20.53	$19.58	$16.92	$15.49	$13.67	$10.04
Value at end of period	$23.91	$21.08	$21.83	$17.72	$14.02	$20.53	$19.58	$16.92	$15.49	$13.67
Number of accumulation units outstanding at end of period	223,720	260,349	314,243	371,326	400,462	490,652	684,407	879,607	1,151,775	1,313,138
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.64	$10.12
Value at end of period	$10.94	$9.64
Number of accumulation units outstanding at end of period	75,088	12,020
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$14.11	$14.79	$11.62	$8.01	$14.23	$12.67	$11.73	$10.04
Value at end of period	$16.23	$14.11	$14.79	$11.62	$8.01	$14.23	$12.67	$11.73
Number of accumulation units outstanding at end of period	494,968	569,118	648,916	731,147	824,868	939,670	1,229,215	1,630,598
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.96	$10.15	$8.92	$7.20	$11.31	$11.08	$10.04
Value at end of period	$11.57	$9.96	$10.15	$8.92	$7.20	$11.31	$11.08
Number of accumulation units outstanding at end of period	26,380	81,847	31,792	49,928	65,794	47,108	37,896
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.20	$9.87
Value at end of period	$10.83	$9.20
Number of accumulation units outstanding at end of period	15,976	19,420
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.19	$14.04	$12.45	$9.14	$18.27	$15.30	$12.45	$10.10
Value at end of period	$14.34	$12.19	$14.04	$12.45	$9.14	$18.27	$15.30	$12.45
Number of accumulation units outstanding at end of period	26,732	35,328	44,882	65,180	97,677	138,555	243,016	192,878
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.71	$8.84	$8.20	$6.26	$10.14
Value at end of period	$9.07	$7.71	$8.84	$8.20	$6.26
Number of accumulation units outstanding at end of period	208,213	244,559	383,082	472,634	541,950
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$8.82	$9.45	$8.85	$6.76	$11.31	$11.15	$9.79
Value at end of period	$10.64	$8.82	$9.45	$8.85	$6.76	$11.31	$11.15
Number of accumulation units outstanding at end of period	14,629	11,291	9,999	8,986	10,164	27,728	15,467
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$10.03	$10.39	$9.25	$7.08	$11.87	$11.85	$10.44	$9.64	$8.48	$6.85
Value at end of period	$11.27	$10.03	$10.39	$9.25	$7.08	$11.87	$11.85	$10.44	$9.64	$8.48
Number of accumulation units outstanding at end of period	70,766	81,465	119,294	160,162	195,454	167,864	234,470	309,846	341,549	331,059

ILIAC Variable Annuity – INGVA

CFI 5


Condensed Financial Information (continued)



TABLE II
FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES 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
Value at beginning of period	$16.75	$17.40	$15.03	$11.22	$19.76	$17.02	$15.43	$13.36	$11.71	$9.23
Value at end of period	$19.26	$16.75	$17.40	$15.03	$11.22	$19.76	$17.02	$15.43	$13.36	$11.71
Number of accumulation units outstanding at end of period	757,172	939,321	1,182,193	1,396,280	1,579,285	1,903,189	2,663,915	3,235,173	3,063,454	2,423,626
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$12.47	$12.50	$11.00	$8.55	$15.10	$15.06	$12.69	$12.14	$11.02	$8.56
Value at end of period	$14.44	$12.47	$12.50	$11.00	$8.55	$15.10	$15.06	$12.69	$12.14	$11.02
Number of accumulation units outstanding at end of period	583,799	725,732	853,271	978,626	1,181,565	1,413,860	1,930,750	2,518,931	2,738,588	2,405,810
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2011)
Value at beginning of period	$9.42	$9.59
Value at end of period	$10.75	$9.42
Number of accumulation units outstanding at end of period	19,810	2,806
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$12.41	$14.68	$13.94	$9.91	$17.45	$14.80	$12.66	$10.60	$9.92
Value at end of period	$14.37	$12.41	$14.68	$13.94	$9.91	$17.45	$14.80	$12.66	$10.60
Number of accumulation units outstanding at end of period	185,171	239,962	338,482	468,626	526,282	517,521	701,548	632,879	128,126
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2011)
Value at beginning of period	$8.86	$9.56
Value at end of period	$9.89	$8.86
Number of accumulation units outstanding at end of period	3,054	758
ING BALANCED PORTFOLIO
Value at beginning of period	$12.93	$13.27	$11.77	$10.00	$14.09	$13.51	$12.44	$12.08	$11.18	$9.53
Value at end of period	$14.51	$12.93	$13.27	$11.77	$10.00	$14.09	$13.51	$12.44	$12.08	$11.18
Number of accumulation units outstanding at end of period	212,718	263,165	322,200	403,318	484,220	547,915	750,983	924,758	964,065	742,506
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.33	$10.23	$8.19	$6.14	$10.58	$10.09	$10.18
Value at end of period	$12.21	$10.33	$10.23	$8.19	$6.14	$10.58	$10.09
Number of accumulation units outstanding at end of period	37,536	39,833	36,666	36,955	32,127	24,933	71,497
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.68	$10.08
Value at end of period	$11.21	$10.68
Number of accumulation units outstanding at end of period	83,885	40,079
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.31	$8.53	$7.60	$5.90	$9.78	$10.03
Value at end of period	$9.42	$8.31	$8.53	$7.60	$5.90	$9.78
Number of accumulation units outstanding at end of period	472,906	567,416	690,112	782,479	896,771	1,095,179
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.59	$5.19	$4.44	$2.94	$4.95	$4.21	$3.98	$3.60	$3.69	$2.57
Value at end of period	$4.89	$4.59	$5.19	$4.44	$2.94	$4.95	$4.21	$3.98	$3.60	$3.69
Number of accumulation units outstanding at end of period	133,222	162,726	184,211	195,952	201,095	275,823	338,658	412,639	439,023	508,346

ILIAC Variable Annuity – INGVA

CFI 6


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.22	$10.93	$9.54	$7.24	$12.48	$13.64	$11.46
Value at end of period	$12.68	$10.22	$10.93	$9.54	$7.24	$12.48	$13.64
Number of accumulation units outstanding at end of period	33,575	32,602	36,542	34,960	27,093	18,591	12,418
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.75	$10.15	$8.20	$6.66	$10.23	$10.06	$10.24
Value at end of period	$11.00	$9.75	$10.15	$8.20	$6.66	$10.23	$10.06
Number of accumulation units outstanding at end of period	11,016	12,486	17,066	22,632	32,316	37,485	63,674
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.16	$9.73	$8.79	$6.77	$11.27	$10.96	$10.09
Value at end of period	$10.15	$9.16	$9.73	$8.79	$6.77	$11.27	$10.96
Number of accumulation units outstanding at end of period	43,811	48,291	75,470	61,406	53,798	38,374	19,537
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$10.40	$11.79	$9.29	$6.74	$11.19	$9.87	$9.99
Value at end of period	$11.80	$10.40	$11.79	$9.29	$6.74	$11.19	$9.87
Number of accumulation units outstanding at end of period	244,203	281,129	361,487	396,491	466,427	545,789	667,246
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.40	$11.26	$10.10	$7.74	$11.09	$10.94	$9.99
Value at end of period	$12.68	$11.40	$11.26	$10.10	$7.74	$11.09	$10.94
Number of accumulation units outstanding at end of period	159,005	140,723	138,963	173,292	177,286	173,785	80,343
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.86	$10.06	$9.14	$7.31	$11.90	$12.57
Value at end of period	$11.06	$9.86	$10.06	$9.14	$7.31	$11.90
Number of accumulation units outstanding at end of period	46,305	54,084	62,711	110,531	115,204	116,235
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during March 2012)
Value at beginning of period	$9.74
Value at end of period	$10.40
Number of accumulation units outstanding at end of period	936
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.65	$13.33	$11.65	$9.70	$11.63	$10.83	$10.11	$10.01
Value at end of period	$14.54	$13.65	$13.33	$11.65	$9.70	$11.63	$10.83	$10.11
Number of accumulation units outstanding at end of period	459,826	527,821	645,726	730,572	877,000	939,889	1,340,318	1,677,193
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.15	$12.43	$10.35	$7.62	$13.08	$9.94	$10.36
Value at end of period	$10.70	$11.15	$12.43	$10.35	$7.62	$13.08	$9.94
Number of accumulation units outstanding at end of period	51,318	61,380	64,017	70,792	72,902	50,413	39,399
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$9.89	$11.53	$10.48	$7.33	$12.33	$11.64	$10.09	$10.06	$9.02	$7.14
Value at end of period	$10.68	$9.89	$11.53	$10.48	$7.33	$12.33	$11.64	$10.09	$10.06	$9.02
Number of accumulation units outstanding at end of period	164,727	193,665	233,145	257,397	281,874	319,608	402,460	525,424	654,366	726,481
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$8.99	$9.13	$8.10	$6.30	$10.22	$9.64	$8.55	$8.00	$7.48	$6.01
Value at end of period	$10.28	$8.99	$9.13	$8.10	$6.30	$10.22	$9.64	$8.55	$8.00	$7.48
Number of accumulation units outstanding at end of period	1,011,632	1,181,266	1,156,166	967,785	545,596	579,841	775,592	978,108	1,142,343	1,277,114

ILIAC Variable Annuity – INGVA

CFI 7


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$10.81	$10.95	$9.73	$8.00	$12.90	$12.44	$11.00	$10.57	$9.68	$7.77
Value at end of period	$12.21	$10.81	$10.95	$9.73	$8.00	$12.90	$12.44	$11.00	$10.57	$9.68
Number of accumulation units outstanding at end of period	937,960	1,100,174	1,262,708	1,446,039	1,173,295	1,379,556	1,519,687	1,983,342	2,357,139	2,732,299
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$17.17	$16.17	$14.90	$13.53	$14.97	$14.30	$13.91	$13.66	$13.19	$12.56
Value at end of period	$18.54	$17.17	$16.17	$14.90	$13.53	$14.97	$14.30	$13.91	$13.66	$13.19
Number of accumulation units outstanding at end of period	1,387,546	1,265,156	1,214,589	1,115,646	1,064,004	871,275	1,076,685	1,238,719	1,246,912	1,229,859
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.91	$14.89	$13.98	$11.77
Value at end of period	$15.14	$12.91	$14.89	$13.98
Number of accumulation units outstanding at end of period	54,999	65,951	84,622	101,064
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.31	$12.60	$11.36	$9.38	$12.39	$12.12	$10.89	$10.06
Value at end of period	$13.71	$12.31	$12.60	$11.36	$9.38	$12.39	$12.12	$10.89
Number of accumulation units outstanding at end of period	811,023	975,223	1,179,641	1,456,310	1,750,546	1,930,759	2,565,653	3,045,909
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.74	$14.06	$11.20	$8.90	$12.82	$13.19	$11.42	$10.38
Value at end of period	$16.14	$13.74	$14.06	$11.20	$8.90	$12.82	$13.19	$11.42
Number of accumulation units outstanding at end of period	42,763	65,710	69,829	80,748	87,644	102,195	166,054	198,719
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$15.18	$15.00	$13.26	$9.40	$13.11	$11.86	$11.34	$10.74
Value at end of period	$17.70	$15.18	$15.00	$13.26	$9.40	$13.11	$11.86	$11.34
Number of accumulation units outstanding at end of period	372,581	250,129	141,271	160,854	178,915	206,655	265,688	370,606
ING LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.07	$10.05
Value at end of period	$11.37	$10.07
Number of accumulation units outstanding at end of period	22,110	15,521
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.82	$10.11	$8.54	$6.71	$11.38	$10.09	$10.13
Value at end of period	$10.91	$9.82	$10.11	$8.54	$6.71	$11.38	$10.09
Number of accumulation units outstanding at end of period	18,213	22,732	24,816	23,542	24,092	16,127	7,360
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.68	$11.61	$10.68	$9.15	$11.91	$11.56	$10.43	$10.07
Value at end of period	$12.85	$11.68	$11.61	$10.68	$9.15	$11.91	$11.56	$10.43
Number of accumulation units outstanding at end of period	648,122	805,593	1,132,920	1,386,918	1,615,945	2,036,080	2,874,990	3,876,560
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$14.13	$14.42	$11.23	$8.07	$13.12	$10.59	$9.96	$9.16	$8.34	$6.18
Value at end of period	$15.89	$14.13	$14.42	$11.23	$8.07	$13.12	$10.59	$9.96	$9.16	$8.34
Number of accumulation units outstanding at end of period	80,555	89,506	94,156	85,586	121,642	131,826	201,732	315,418	347,515	263,134
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$12.22	$12.37	$12.49	$12.61	$12.44	$11.98	$11.57	$11.37	$11.39	$11.44
Value at end of period	$12.07	$12.22	$12.37	$12.49	$12.61	$12.44	$11.98	$11.57	$11.37	$11.39
Number of accumulation units outstanding at end of period	1,173,203	1,468,022	1,898,932	2,595,401	3,116,885	2,846,918	3,939,178	4,622,461	3,781,977	1,880,007
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.45	$13.72	$11.97	$8.68	$14.73	$14.00	$12.02	$10.06
Value at end of period	$14.96	$12.45	$13.72	$11.97	$8.68	$14.73	$14.00	$12.02
Number of accumulation units outstanding at end of period	608,619	723,858	827,569	930,294	1,047,042	1,190,137	1,527,189	1,802,269

ILIAC Variable Annuity – INGVA		CFI 8


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.03	$10.04
Value at end of period	$10.77	$10.03
Number of accumulation units outstanding at end of period	70,973	37,114
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.39	$12.05	$10.51	$8.55	$13.22	$12.71	$11.00	$10.23
Value at end of period	$12.43	$11.39	$12.05	$10.51	$8.55	$13.22	$12.71	$11.00
Number of accumulation units outstanding at end of period	212,874	252,372	285,980	352,635	419,246	535,982	702,557	914,117
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.77	$14.04	$11.95	$7.24	$9.94
Value at end of period	$15.80	$13.77	$14.04	$11.95	$7.24
Number of accumulation units outstanding at end of period	300,946	327,218	365,168	388,308	422,502
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.81	$10.45	$8.98	$7.26	$11.00	$10.55	$10.05
Value at end of period	$10.75	$9.81	$10.45	$8.98	$7.26	$11.00	$10.55
Number of accumulation units outstanding at end of period	22,116	23,265	29,095	39,316	33,527	26,073	7,068
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during September 2011)
Value at beginning of period	$10.06	$9.73
Value at end of period	$10.72	$10.06
Number of accumulation units outstanding at end of period	55,399	15,911
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.08	$10.33	$9.38	$9.22
Value at end of period	$11.25	$10.08	$10.33	$9.38
Number of accumulation units outstanding at end of period	167,792	173,888	229,144	212,629
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.44	$10.56	$9.63	$9.50
Value at end of period	$11.50	$10.44	$10.56	$9.63
Number of accumulation units outstanding at end of period	173,438	258,645	299,651	349,777
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.76	$10.67	$9.86	$9.75
Value at end of period	$11.71	$10.76	$10.67	$9.86
Number of accumulation units outstanding at end of period	187,763	233,433	282,461	396,344
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.46	$13.08	$11.74	$10.02
Value at end of period	$15.22	$13.46	$13.08	$11.74
Number of accumulation units outstanding at end of period	336,018	388,116	453,732	518,847
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.48	$14.30	$12.90	$10.97
Value at end of period	$16.53	$14.48	$14.30	$12.90
Number of accumulation units outstanding at end of period	155,117	208,037	259,173	319,623
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.73	$13.79	$12.53	$10.65
Value at end of period	$15.76	$13.73	$13.79	$12.53
Number of accumulation units outstanding at end of period	165,797	198,421	259,241	340,110


ILIAC Variable Annuity – INGVA		CFI 9


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$9.75	$9.83	$7.53	$5.84	$9.04	$8.33	$7.51	$6.99	$6.44	$4.71
Value at end of period	$11.07	$9.75	$9.83	$7.53	$5.84	$9.04	$8.33	$7.51	$6.99	$6.44
Number of accumulation units outstanding at end of period	86,964	96,541	102,961	87,766	104,013	115,577	192,022	247,139	249,195	233,330
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$20.24	$21.02	$17.11	$13.58	$19.95	$19.08	$16.54	$15.19	$13.45	$9.91
Value at end of period	$22.89	$20.24	$21.02	$17.11	$13.58	$19.95	$19.08	$16.54	$15.19	$13.45
Number of accumulation units outstanding at end of period	172,146	210,059	274,077	311,928	357,244	424,905	523,573	657,269	743,438	709,514
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.62	$10.01
Value at end of period	$10.88	$9.62
Number of accumulation units outstanding at end of period	33,752	2,649
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.83	$14.54	$11.46	$7.92	$14.12	$12.61	$11.70	$10.04
Value at end of period	$15.86	$13.83	$14.54	$11.46	$7.92	$14.12	$12.61	$11.70
Number of accumulation units outstanding at end of period	409,621	487,416	551,655	636,044	710,684	794,971	1,040,224	1,300,668
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.79	$10.01	$8.82	$7.14	$11.25	$11.05	$9.96
Value at end of period	$11.34	$9.79	$10.01	$8.82	$7.14	$11.25	$11.05
Number of accumulation units outstanding at end of period	50,212	60,559	98,124	100,785	89,803	27,334	19,203
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$9.18	$9.87
Value at end of period	$10.77	$9.18
Number of accumulation units outstanding at end of period	20,592	14,737
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.94	$13.80	$12.28	$9.04	$18.12	$15.22	$12.43	$10.10
Value at end of period	$14.01	$11.94	$13.80	$12.28	$9.04	$18.12	$15.22	$12.43
Number of accumulation units outstanding at end of period	47,184	68,016	82,387	91,954	131,110	145,346	184,873	248,833
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.62	$8.77	$8.16	$6.25	$10.14
Value at end of period	$8.95	$7.62	$8.77	$8.16	$6.25
Number of accumulation units outstanding at end of period	412,107	451,593	520,351	549,593	638,393
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$8.67	$9.32	$8.75	$6.70	$11.25	$11.12	$10.02
Value at end of period	$10.43	$8.67	$9.32	$8.75	$6.70	$11.25	$11.12
Number of accumulation units outstanding at end of period	15,906	18,154	18,364	19,974	20,252	23,755	11,918
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$9.63	$10.00	$8.93	$6.86	$11.54	$11.55	$10.21	$9.45	$8.34	$6.76
Value at end of period	$10.79	$9.63	$10.00	$8.93	$6.86	$11.54	$11.55	$10.21	$9.45	$8.34
Number of accumulation units outstanding at end of period	110,776	132,582	159,604	198,124	236,400	316,974	345,710	433,550	503,215	549,257

ILIAC Variable Annuity – INGVA

CFI 10


Condensed Financial Information (continued)



TABLE III
FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.40%
(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	$16.41	$17.08	$14.77	$11.04	$19.48	$16.80	$15.25	$13.23	$11.62	$9.17
Value at end of period	$18.84	$16.41	$17.08	$14.77	$11.04	$19.48	$16.80	$15.25	$13.23	$11.62
Number of accumulation units outstanding at end of period	278,939	310,886	407,335	455,692	526,260	572,352	807,319	1,073,136	1,108,634	908,324
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$12.22	$12.27	$10.81	$8.42	$14.89	$14.87	$12.55	$12.02	$10.93	$8.51
Value at end of period	$14.13	$12.22	$12.27	$10.81	$8.42	$14.89	$14.87	$12.55	$12.02	$10.93
Number of accumulation units outstanding at end of period	165,247	210,936	255,691	296,023	325,453	393,081	537,979	815,057	988,726	767,724
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2011)
Value at beginning of period	$9.41	$9.80
Value at end of period	$10.72	$9.41
Number of accumulation units outstanding at end of period	23,451	7,936
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$12.28	$14.54	$13.83	$9.85	$17.36	$14.75	$12.64	$10.60	$10.00
Value at end of period	$14.20	$12.28	$14.54	$13.83	$9.85	$17.36	$14.75	$12.64	$10.60
Number of accumulation units outstanding at end of period	117,676	195,710	199,692	203,080	215,650	185,031	217,631	277,605	149,631
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during August 2011)
Value at beginning of period	$8.85	$9.23
Value at end of period	$9.87	$8.85
Number of accumulation units outstanding at end of period	4,434	437
ING BALANCED PORTFOLIO
Value at beginning of period	$12.67	$13.02	$11.57	$9.84	$13.88	$13.34	$12.30	$11.97	$11.09	$9.46
Value at end of period	$14.19	$12.67	$13.02	$11.57	$9.84	$13.88	$13.34	$12.30	$11.97	$11.09
Number of accumulation units outstanding at end of period	104,850	123,111	155,580	173,959	228,510	273,547	328,104	416,857	429,399	361,022
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$10.24	$10.16	$8.15	$6.11	$10.55	$10.08	$9.10
Value at end of period	$12.08	$10.24	$10.16	$8.15	$6.11	$10.55	$10.08
Number of accumulation units outstanding at end of period	12,078	12,690	15,814	13,115	15,119	9,324	48,655
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.66	$10.03
Value at end of period	$11.18	$10.66
Number of accumulation units outstanding at end of period	46,191	20,241
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.26	$8.48	$7.57	$5.88	$9.77	$10.03
Value at end of period	$9.34	$8.26	$8.48	$7.57	$5.88	$9.77
Number of accumulation units outstanding at end of period	219,853	247,806	261,337	307,529	322,430	380,284
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.51	$5.11	$4.37	$2.90	$4.89	$4.17	$3.94	$3.58	$3.67	$2.56
Value at end of period	$4.80	$4.51	$5.11	$4.37	$2.90	$4.89	$4.17	$3.94	$3.58	$3.67
Number of accumulation units outstanding at end of period	16,639	20,361	22,474	28,506	27,538	45,946	50,794	50,452	62,319	98,525

ILIAC Variable Annuity – INGVA

CFI 11


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.13	$10.85	$9.49	$7.21	$12.45	$13.62	$11.31
Value at end of period	$12.55	$10.13	$10.85	$9.49	$7.21	$12.45	$13.62
Number of accumulation units outstanding at end of period	17,508	17,970	13,867	11,939	11,943	8,482	18,346
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.67	$10.08	$8.16	$6.63	$10.21	$10.05	$9.68
Value at end of period	$10.89	$9.67	$10.08	$8.16	$6.63	$10.21	$10.05
Number of accumulation units outstanding at end of period	4,980	6,478	6,946	16,283	20,158	19,063	44,497
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.08	$9.66	$8.74	$6.74	$11.24	$10.95	$9.66
Value at end of period	$10.05	$9.08	$9.66	$8.74	$6.74	$11.24	$10.95
Number of accumulation units outstanding at end of period	43,205	46,791	39,526	32,120	31,403	19,203	14,732
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$10.31	$11.71	$9.23	$6.71	$11.16	$9.86	$9.99
Value at end of period	$11.68	$10.31	$11.71	$9.23	$6.71	$11.16	$9.86
Number of accumulation units outstanding at end of period	96,485	118,023	144,534	157,489	167,234	197,400	158,234
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.30	$11.18	$10.04	$7.71	$11.06	$10.93	$10.02
Value at end of period	$12.55	$11.30	$11.18	$10.04	$7.71	$11.06	$10.93
Number of accumulation units outstanding at end of period	86,249	96,278	90,855	92,866	83,210	94,556	33,373
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.79	$10.01	$9.10	$7.29	$11.89	$12.58
Value at end of period	$10.96	$9.79	$10.01	$9.10	$7.29	$11.89
Number of accumulation units outstanding at end of period	22,528	28,469	37,826	32,738	33,368	28,461
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during September 2012)
Value at beginning of period	$10.12
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	57
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.51	$13.21	$11.56	$9.65	$11.58	$10.80	$10.10	$10.01
Value at end of period	$14.37	$13.51	$13.21	$11.56	$9.65	$11.58	$10.80	$10.10
Number of accumulation units outstanding at end of period	194,353	225,090	269,914	289,141	312,909	302,141	439,968	582,518
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.05	$12.34	$10.29	$7.59	$13.04	$9.93	$10.50
Value at end of period	$10.59	$11.05	$12.34	$10.29	$7.59	$13.04	$9.93
Number of accumulation units outstanding at end of period	24,449	24,263	25,628	26,729	34,320	25,587	17,201
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$9.69	$11.31	$10.30	$7.22	$12.15	$11.49	$9.98	$9.96	$8.95	$7.09
Value at end of period	$10.44	$9.69	$11.31	$10.30	$7.22	$12.15	$11.49	$9.98	$9.96	$8.95
Number of accumulation units outstanding at end of period	34,956	50,186	72,538	69,205	68,787	79,884	85,907	124,376	166,306	183,337
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$8.81	$8.96	$7.96	$6.20	$10.08	$9.52	$8.45	$7.93	$7.42	$5.97
Value at end of period	$10.05	$8.81	$8.96	$7.96	$6.20	$10.08	$9.52	$8.45	$7.93	$7.42
Number of accumulation units outstanding at end of period	480,047	537,929	404,305	434,521	289,631	248,816	294,206	348,895	388,591	456,278

ILIAC Variable Annuity – INGVA

CFI 12


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$10.59	$10.75	$9.56	$7.87	$12.72	$12.28	$10.87	$10.46	$9.60	$7.71
Value at end of period	$11.95	$10.59	$10.75	$9.56	$7.87	$12.72	$12.28	$10.87	$10.46	$9.60
Number of accumulation units outstanding at end of period	367,761	427,334	504,735	577,336	578,161	643,154	720,006	864,908	1,023,641	1,074,895
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$16.82	$15.86	$14.65	$13.31	$14.75	$14.11	$13.75	$13.52	$13.08	$12.48
Value at end of period	$18.14	$16.82	$15.86	$14.65	$13.31	$14.75	$14.11	$13.75	$13.52	$13.08
Number of accumulation units outstanding at end of period	777,505	494,818	459,375	467,821	400,492	288,324	360,942	454,456	438,603	495,079
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.86	$14.85	$13.96	$12.86
Value at end of period	$15.05	$12.86	$14.85	$13.96
Number of accumulation units outstanding at end of period	33,287	35,199	40,101	45,563
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.18	$12.49	$11.28	$9.32	$12.34	$12.09	$10.88	$10.06
Value at end of period	$13.55	$12.18	$12.49	$11.28	$9.32	$12.34	$12.09	$10.88
Number of accumulation units outstanding at end of period	320,411	352,055	413,205	486,863	562,571	613,001	800,174	991,075
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.60	$13.94	$11.12	$8.85	$12.76	$13.15	$11.40	$10.06
Value at end of period	$15.95	$13.60	$13.94	$11.12	$8.85	$12.76	$13.15	$11.40
Number of accumulation units outstanding at end of period	22,270	25,770	20,072	21,963	26,914	24,666	44,228	87,952
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$15.03	$14.87	$13.16	$9.35	$13.05	$11.83	$11.33	$11.05
Value at end of period	$17.50	$15.03	$14.87	$13.16	$9.35	$13.05	$11.83	$11.33
Number of accumulation units outstanding at end of period	199,802	100,534	74,510	76,750	83,157	94,790	139,309	182,654
ING LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2011)
Value at beginning of period	$10.05	$10.05
Value at end of period	$11.33	$10.05
Number of accumulation units outstanding at end of period	18,603	12,448
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.73	$10.04	$8.49	$6.68	$11.35	$10.08	$9.69
Value at end of period	$10.80	$9.73	$10.04	$8.49	$6.68	$11.35	$10.08
Number of accumulation units outstanding at end of period	6,699	7,557	8,945	9,535	6,118	7,954	3,747
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.56	$11.51	$10.60	$9.10	$11.86	$11.53	$10.42	$10.07
Value at end of period	$12.70	$11.56	$11.51	$10.60	$9.10	$11.86	$11.53	$10.42
Number of accumulation units outstanding at end of period	300,915	373,215	432,593	470,787	527,575	611,871	882,542	1,210,323
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$13.90	$14.21	$11.09	$7.97	$12.98	$10.50	$9.89	$9.11	$8.31	$6.17
Value at end of period	$15.61	$13.90	$14.21	$11.09	$7.97	$12.98	$10.50	$9.89	$9.11	$8.31
Number of accumulation units outstanding at end of period	26,783	30,560	35,875	39,788	48,963	48,578	66,759	76,772	94,476	81,803
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$11.97	$12.14	$12.28	$12.41	$12.26	$11.83	$11.44	$11.26	$11.30	$11.36
Value at end of period	$11.80	$11.97	$12.14	$12.28	$12.41	$12.26	$11.83	$11.44	$11.26	$11.30
Number of accumulation units outstanding at end of period	481,789	538,533	727,178	1,122,091	1,570,348	1,532,074	1,797,824	2,374,290	1,683,216	809,314
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.32	$13.60	$11.88	$8.64	$14.67	$13.97	$12.00	$10.06
Value at end of period	$14.78	$12.32	$13.60	$11.88	$8.64	$14.67	$13.97	$12.00
Number of accumulation units outstanding at end of period	225,473	246,608	261,515	287,307	326,327	368,050	435,475	518,931

ILIAC Variable Annuity – INGVA		CFI 13


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during May 2011)
Value at beginning of period	$10.02	$10.05
Value at end of period	$10.74	$10.02
Number of accumulation units outstanding at end of period	65,448	31,197
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.27	$11.94	$10.43	$8.50	$13.17	$12.68	$10.99	$10.66
Value at end of period	$12.28	$11.27	$11.94	$10.43	$8.50	$13.17	$12.68	$10.99
Number of accumulation units outstanding at end of period	138,321	155,617	168,451	174,370	194,517	234,073	264,562	325,747
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.70	$13.99	$11.92	$7.24	$9.94
Value at end of period	$15.69	$13.70	$13.99	$11.92	$7.24
Number of accumulation units outstanding at end of period	105,430	104,965	116,687	117,949	114,557
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.72	$10.38	$8.93	$7.23	$10.97	$10.54	$9.74
Value at end of period	$10.64	$9.72	$10.38	$8.93	$7.23	$10.97	$10.54
Number of accumulation units outstanding at end of period	9,007	8,350	17,638	7,627	8,923	4,566	3,072
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during September 2011)
Value at beginning of period	$10.05	$9.83
Value at end of period	$10.69	$10.05
Number of accumulation units outstanding at end of period	27,097	7,541
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.05	$10.31	$9.37	$9.22
Value at end of period	$11.19	$10.05	$10.31	$9.37
Number of accumulation units outstanding at end of period	122,542	129,504	148,607	161,335
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.40	$10.54	$9.63	$9.49
Value at end of period	$11.45	$10.40	$10.54	$9.63
Number of accumulation units outstanding at end of period	102,972	123,873	130,596	136,409
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.72	$10.65	$9.86	$9.75
Value at end of period	$11.66	$10.72	$10.65	$9.86
Number of accumulation units outstanding at end of period	118,018	217,751	216,594	183,783
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.41	$13.05	$11.74	$10.02
Value at end of period	$15.14	$13.41	$13.05	$11.74
Number of accumulation units outstanding at end of period	142,320	152,406	163,455	183,721
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.42	$14.26	$12.89	$10.97
Value at end of period	$16.43	$14.42	$14.26	$12.89
Number of accumulation units outstanding at end of period	84,168	92,711	104,358	116,951
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.67	$13.75	$12.52	$10.64
Value at end of period	$15.67	$13.67	$13.75	$12.52
Number of accumulation units outstanding at end of period	73,852	69,240	82,045	106,473


ILIAC Variable Annuity – INGVA		CFI 14


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$9.60	$9.68	$7.44	$5.77	$8.95	$8.26	$7.46	$6.95	$6.41	$4.70
Value at end of period	$10.88	$9.60	$9.68	$7.44	$5.77	$8.95	$8.26	$7.46	$6.95	$6.41
Number of accumulation units outstanding at end of period	29,701	32,964	44,284	50,334	47,905	36,798	41,922	99,877	78,291	98,422
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$19.83	$20.62	$16.82	$13.37	$19.67	$18.84	$16.36	$15.04	$13.34	$9.84
Value at end of period	$22.39	$19.83	$20.62	$16.82	$13.37	$19.67	$18.84	$16.36	$15.04	$13.34
Number of accumulation units outstanding at end of period	50,065	58,578	67,588	73,187	82,714	96,819	131,197	169,005	229,226	271,334
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during August 2011)
Value at beginning of period	$9.61	$8.85
Value at end of period	$10.85	$9.61
Number of accumulation units outstanding at end of period	10,125	3,428
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.69	$14.41	$11.38	$7.88	$14.06	$12.57	$11.69	$10.04
Value at end of period	$15.67	$13.69	$14.41	$11.38	$7.88	$14.06	$12.57	$11.69
Number of accumulation units outstanding at end of period	199,448	219,249	237,418	259,729	289,589	301,936	365,462	502,344
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.71	$9.94	$8.77	$7.11	$11.22	$11.04	$9.71
Value at end of period	$11.22	$9.71	$9.94	$8.77	$7.11	$11.22	$11.04
Number of accumulation units outstanding at end of period	32,777	44,522	27,363	28,253	30,564	27,823	6,126
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during September 2011)
Value at beginning of period	$9.17	$8.69
Value at end of period	$10.75	$9.17
Number of accumulation units outstanding at end of period	2,055	595
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.82	$13.68	$12.19	$8.99	$18.05	$15.18	$12.42	$10.15
Value at end of period	$13.84	$11.82	$13.68	$12.19	$8.99	$18.05	$15.18	$12.42
Number of accumulation units outstanding at end of period	10,986	12,961	19,311	26,141	25,014	28,468	53,515	56,940
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.58	$8.73	$8.13	$6.24	$10.14
Value at end of period	$8.88	$7.58	$8.73	$8.13	$6.24
Number of accumulation units outstanding at end of period	128,682	125,645	153,899	147,113	174,554
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$8.60	$9.25	$8.71	$6.67	$11.22	$11.11	$10.02
Value at end of period	$10.32	$8.60	$9.25	$8.71	$6.67	$11.22	$11.11
Number of accumulation units outstanding at end of period	2,641	4,622	6,633	8,493	9,759	6,675	10,396
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$9.43	$9.82	$8.78	$6.75	$11.37	$11.40	$10.10	$9.36	$8.27	$6.72
Value at end of period	$10.55	$9.43	$9.82	$8.78	$6.75	$11.37	$11.40	$10.10	$9.36	$8.27
Number of accumulation units outstanding at end of period	42,068	47,950	57,019	62,258	66,662	81,068	104,268	146,852	182,701	159,053

ILIAC Variable Annuity – INGVA

CFI 15


Condensed Financial Information (continued)



TABLE IV
FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.45%
(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	$12.99	$13.52	$11.70	$8.75	$15.45	$13.33	$12.11	$10.51	$9.23	$7.29
Value at end of period	$14.90	$12.99	$13.52	$11.70	$8.75	$15.45	$13.33	$12.11	$10.51	$9.23
Number of accumulation units outstanding at end of period	2,218	5,664	6,266	85,094	163,490	624,240	754,711	735,745	569,499	396,289
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$11.67	$11.73	$10.34	$8.06	$14.26	$14.25	$12.03	$11.53	$10.49	$8.17
Value at end of period	$13.50	$11.67	$11.73	$10.34	$8.06	$14.26	$14.25	$12.03	$11.53	$10.49
Number of accumulation units outstanding at end of period	1,946	3,842	4,910	37,060	71,254	427,008	632,445	553,103	620,024	556,680
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during August 2012)
Value at beginning of period	$10.32
Value at end of period	$10.71
Number of accumulation units outstanding at end of period	2,042
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$12.23	$14.50	$13.79	$9.83	$17.34	$14.73	$12.63	$10.60	$9.91
Value at end of period	$14.14	$12.23	$14.50	$13.79	$9.83	$17.34	$14.73	$12.63	$10.60
Number of accumulation units outstanding at end of period	0	2,037	2,036	9,095	37,769	165,048	216,024	240,660	109,098
ING BALANCED PORTFOLIO
Value at beginning of period	$10.60	$10.90	$9.69	$8.25	$11.64	$11.19	$10.32	$10.05	$9.32	$7.95
Value at end of period	$11.87	$10.60	$10.90	$9.69	$8.25	$11.64	$11.19	$10.32	$10.05	$9.32
Number of accumulation units outstanding at end of period	3,413	4,606	5,140	18,338	31,084	225,317	271,647	336,650	312,115	302,567
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.21	$10.14	$8.13	$6.10	$10.54	$10.08	$10.14
Value at end of period	$12.04	$10.21	$10.14	$8.13	$6.10	$10.54	$10.08
Number of accumulation units outstanding at end of period	0	1,514	1,513	1,114	1,660	18,828	65,239
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.24	$8.47	$7.56	$5.88	$9.77	$10.03
Value at end of period	$9.32	$8.24	$8.47	$7.56	$5.88	$9.77
Number of accumulation units outstanding at end of period	1,848	1,878	1,925	4,211	7,628	123,016
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.69	$5.31	$4.55	$3.02	$5.09	$4.34	$4.11	$3.73	$3.83	$2.67
Value at end of period	$4.99	$4.69	$5.31	$4.55	$3.02	$5.09	$4.34	$4.11	$3.73	$3.83
Number of accumulation units outstanding at end of period	1,195	1,195	1,196	3,295	9,707	86,821	139,826	130,804	139,144	174,872
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.10	$10.82	$9.47	$7.20	$12.44	$13.62	$11.17
Value at end of period	$12.51	$10.10	$10.82	$9.47	$7.20	$12.44	$13.62
Number of accumulation units outstanding at end of period	0	0	0	882	1,939	30,289	24,381
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Funds were first received in this option during July 2006)
Value at beginning of period	$9.64	$10.05	$8.14	$6.62	$10.20	$10.05	$9.33
Value at end of period	$10.85	$9.64	$10.05	$8.14	$6.62	$10.20	$10.05
Number of accumulation units outstanding at end of period	0	0	0	330	2,142	36,113	63,969

ILIAC Variable Annuity – INGVA

CFI 16


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.05	$9.64	$8.73	$6.73	$11.23	$10.95	$9.55
Value at end of period	$10.02	$9.05	$9.64	$8.73	$6.73	$11.23	$10.95
Number of accumulation units outstanding at end of period	0	1,043	1,085	3,469	16,438	33,561	22,078
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.28	$11.68	$9.22	$6.70	$11.15	$9.85	$10.28
Value at end of period	$11.64	$10.28	$11.68	$9.22	$6.70	$11.15	$9.85
Number of accumulation units outstanding at end of period	2,323	3,140	3,822	13,780	31,307	180,496	173,663
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.27	$11.16	$10.02	$7.70	$11.05	$10.92	$9.96
Value at end of period	$12.51	$11.27	$11.16	$10.02	$7.70	$11.05	$10.92
Number of accumulation units outstanding at end of period	0	0	0	862	18,899	80,165	47,432
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.76	$9.99	$9.09	$7.29	$11.88	$12.42
Value at end of period	$10.93	$9.76	$9.99	$9.09	$7.29	$11.88
Number of accumulation units outstanding at end of period	449	467	484	898	7,351	37,460
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.46	$13.17	$11.54	$9.63	$11.56	$10.79	$10.10	$10.01
Value at end of period	$14.31	$13.46	$13.17	$11.54	$9.63	$11.56	$10.79	$10.10
Number of accumulation units outstanding at end of period	7,193	9,705	10,473	48,283	154,605	469,179	533,738	422,800
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.02	$12.31	$10.27	$7.58	$13.03	$9.92	$10.08
Value at end of period	$10.55	$11.02	$12.31	$10.27	$7.58	$13.03	$9.92
Number of accumulation units outstanding at end of period	0	0	0	3,476	8,358	31,766	23,942
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$6.11	$7.14	$6.51	$4.56	$7.68	$7.27	$6.31	$6.31	$5.67	$4.49
Value at end of period	$6.58	$6.11	$7.14	$6.51	$4.56	$7.68	$7.27	$6.31	$6.31	$5.67
Number of accumulation units outstanding at end of period	0	3,614	3,709	12,847	20,222	150,721	213,820	208,656	239,847	245,421
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$7.84	$7.97	$7.09	$5.52	$8.99	$8.49	$7.54	$7.08	$6.63	$5.33
Value at end of period	$8.94	$7.84	$7.97	$7.09	$5.52	$8.99	$8.49	$7.54	$7.08	$6.63
Number of accumulation units outstanding at end of period	2,848	2,861	2,877	385,110	510,836	165,825	213,943	204,504	224,659	206,944
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.10	$8.22	$7.32	$6.03	$9.74	$9.41	$8.34	$8.03	$7.37	$5.93
Value at end of period	$9.13	$8.10	$8.22	$7.32	$6.03	$9.74	$9.41	$8.34	$8.03	$7.37
Number of accumulation units outstanding at end of period	9,313	9,884	19,808	295,837	915,081	1,178,114	467,969	608,399	691,021	713,781
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$16.08	$15.17	$14.01	$12.74	$14.13	$13.52	$13.19	$12.97	$12.55	$11.98
Value at end of period	$17.33	$16.08	$15.17	$14.01	$12.74	$14.13	$13.52	$13.19	$12.97	$12.55
Number of accumulation units outstanding at end of period	10,501	15,258	37,970	260,532	368,611	377,925	468,016	418,861	380,271	457,789
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.84	$14.83	$13.96	$12.86
Value at end of period	$15.02	$12.84	$14.83	$13.96
Number of accumulation units outstanding at end of period	126	126	126	10,016
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.14	$12.45	$11.25	$9.31	$12.32	$12.07	$10.87	$10.06
Value at end of period	$13.49	$12.14	$12.45	$11.25	$9.31	$12.32	$12.07	$10.87
Number of accumulation units outstanding at end of period	6,677	7,398	7,655	22,794	63,450	496,834	656,380	472,599

ILIAC Variable Annuity – INGVA		CFI 17


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.55	$13.90	$11.10	$8.84	$12.75	$13.14	$11.40	$10.28
Value at end of period	$15.89	$13.55	$13.90	$11.10	$8.84	$12.75	$13.14	$11.40
Number of accumulation units outstanding at end of period	138	139	372	1,862	5,309	37,326	51,886	96,925
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$14.97	$15.03	$13.13	$9.33	$13.04	$11.82	$11.32	$11.04
Value at end of period	$17.43	$14.97	$14.83	$13.13	$9.33	$13.04	$11.82	$11.32
Number of accumulation units outstanding at end of period	1,093	694	0	5,875	11,705	44,620	63,145	67,413
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during August 2006)
Value at beginning of period	$9.70	$10.01	$8.48	$6.67	$11.34	$10.08	$9.15
Value at end of period	$10.76	$9.70	$10.01	$8.48	$6.67	$11.34	$10.08
Number of accumulation units outstanding at end of period	0	0	0	2,531	4,736	12,898	4,274
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$11.52	$11.48	$10.57	$9.08	$11.84	$11.52	$10.42	$10.05
Value at end of period	$12.65	$11.52	$11.48	$10.57	$9.08	$11.84	$11.52	$10.42
Number of accumulation units outstanding at end of period	10,572	13,797	15,022	63,884	141,640	905,315	1,085,679	1,189,550
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$13.82	$14.14	$11.04	$7.94	$12.94	$10.47	$9.87	$9.09	$8.30	$6.16
Value at end of period	$15.52	$13.82	$14.14	$11.04	$7.94	$12.94	$10.47	$9.87	$9.09	$8.30
Number of accumulation units outstanding at end of period	0	13	166	8,308	25,073	83,052	128,371	160,699	154,308	126,702
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$10.91	$11.07	$11.21	$11.34	$11.20	$10.81	$10.46	$10.30	$10.35	$10.40
Value at end of period	$10.76	$10.91	$11.07	$11.21	$11.34	$11.20	$10.81	$10.46	$10.30	$10.35
Number of accumulation units outstanding at end of period	133	4,371	14,213	311,641	646,486	1,242,990	1,320,442	504,821	447,163	545,754
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.28	$13.56	$11.86	$8.62	$14.65	$13.95	$12.00	$10.06
Value at end of period	$14.73	$12.28	$13.56	$11.86	$8.62	$14.65	$13.95	$12.00
Number of accumulation units outstanding at end of period	2,224	3,193	3,412	20,321	43,549	223,720	285,593	290,218
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Funds were first received in this option during August 2011)
Value at beginning of period	$10.01	$10.02
Value at end of period	$10.73	$10.01
Number of accumulation units outstanding at end of period	3,525	2,662
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.23	$11.91	$10.41	$8.49	$13.15	$12.67	$10.98	$10.69
Value at end of period	$12.23	$11.23	$11.91	$10.41	$8.49	$13.15	$12.67	$10.98
Number of accumulation units outstanding at end of period	0	0	0	1,243	4,048	61,599	92,003	94,286
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.67	$13.97	$11.91	$7.24	$9.94
Value at end of period	$15.66	$13.67	$13.97	$11.91	$7.24
Number of accumulation units outstanding at end of period	1,723	3,232	3,542	24,273	39,465
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.69	$10.35	$8.91	$7.22	$10.96	$10.54	$10.08
Value at end of period	$10.61	$9.69	$10.35	$8.91	$7.22	$10.96	$10.54
Number of accumulation units outstanding at end of period	0	3,510	3,510	1,902	3,592	25,113	10,568

ILIAC Variable Annuity – INGVA

CFI 18


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.03	$10.31	$9.37	$9.22
Value at end of period	$11.17	$10.03	$10.31	$9.37
Number of accumulation units outstanding at end of period	0	0	0	495
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.39	$10.53	$9.63	$9.49
Value at end of period	$11.43	$10.39	$10.53	$9.63
Number of accumulation units outstanding at end of period	0	0	0	17,284
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.71	$10.64	$9.86	$9.75
Value at end of period	$11.64	$10.71	$10.64	$9.86
Number of accumulation units outstanding at end of period	0	0	0	68,534
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.40	$13.04	$11.73	$10.02
Value at end of period	$15.12	$13.40	$13.04	$11.73
Number of accumulation units outstanding at end of period	1,406	1,473	2,443	12,638
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.40	$14.25	$12.89	$10.97
Value at end of period	$16.40	$14.40	$14.25	$12.89
Number of accumulation units outstanding at end of period	27	80	331	15,094
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.65	$13.74	$12.52	$10.64
Value at end of period	$15.64	$13.65	$13.74	$12.52
Number of accumulation units outstanding at end of period	955	2,360	2,445	12,294
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$9.55	$9.63	$7.40	$5.75	$8.92	$8.24	$7.44	$6.94	$6.40	$4.69
Value at end of period	$10.81	$9.55	$9.63	$7.40	$5.75	$8.92	$8.24	$7.44	$6.94	$6.40
Number of accumulation units outstanding at end of period	1,489	1,525	1,736	10,713	19,559	70,637	97,738	100,290	90,621	101,400
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$14.36	$14.94	$12.19	$9.70	$14.27	$13.68	$11.88	$10.93	$9.70	$7.16
Value at end of period	$16.21	$14.36	$14.94	$12.19	$9.70	$14.27	$13.68	$11.88	$10.93	$9.70
Number of accumulation units outstanding at end of period	1,736	1,750	1,911	11,733	38,508	190,248	256,477	290,073	387,298	436,486
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during August 2012)
Value at beginning of period	$10.45
Value at end of period	$10.84
Number of accumulation units outstanding at end of period	2,017
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.64	$14.37	$11.35	$7.86	$14.04	$12.56	$11.68	$10.04
Value at end of period	$15.61	$13.64	$14.37	$11.35	$7.86	$14.04	$12.56	$11.68
Number of accumulation units outstanding at end of period	604	604	754	8,213	19,245	143,271	229,757	300,795
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.68	$9.91	$8.75	$7.10	$11.21	$11.04	$9.83
Value at end of period	$11.18	$9.68	$9.91	$8.75	$7.10	$11.21	$11.04
Number of accumulation units outstanding at end of period	0	4,691	4,691	875	25,099	39,952	31,479

ILIAC Variable Annuity – INGVA

CFI 19


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.78	$13.64	$12.16	$8.97	$18.03	$15.17	$12.41	$10.84
Value at end of period	$13.79	$11.78	$13.64	$12.16	$8.97	$18.03	$15.17	$12.41
Number of accumulation units outstanding at end of period	1,000	1,001	1,160	9,594	10,114	59,514	84,240	73,230
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.56	$8.72	$8.13	$6.24	$10.14
Value at end of period	$8.86	$7.56	$8.72	$8.13	$6.24
Number of accumulation units outstanding at end of period	433	0	249	32,283	49,751
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$8.57	$9.23	$8.69	$6.66	$11.21	$11.11	$9.31
Value at end of period	$10.29	$8.57	$9.23	$8.69	$6.66	$11.21	$11.11
Number of accumulation units outstanding at end of period	0	0	0	5,575	7,281	19,151	8,274
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$7.04	$7.33	$6.56	$5.05	$8.51	$8.53	$7.56	$7.01	$6.20	$5.04
Value at end of period	$7.87	$7.04	$7.33	$6.56	$5.05	$8.51	$8.53	$7.56	$7.01	$6.20
Number of accumulation units outstanding at end of period	108	1,345	1,527	10,616	11,845	117,948	167,366	162,301	138,044	130,099



TABLE V
FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.75%
(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	$12.55	$13.10	$11.38	$8.53	$15.11	$13.08	$11.92	$10.37	$9.14	$7.24
Value at end of period	$14.35	$12.55	$13.10	$11.38	$8.53	$15.11	$13.08	$11.92	$10.37	$9.14
Number of accumulation units outstanding at end of period	18,419	19,532	20,859	68,556	148,805	474,083	651,276	683,521	660,042	470,820
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$11.28	$11.37	$10.05	$7.86	$13.94	$13.98	$11.84	$11.38	$10.39	$8.11
Value at end of period	$13.00	$11.28	$11.37	$10.05	$7.86	$13.94	$13.98	$11.84	$11.38	$10.39
Number of accumulation units outstanding at end of period	21,560	22,579	22,855	42,833	107,850	392,750	503,931	542,688	589,134	479,898
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during November 2004)
Value at beginning of period	$11.97	$14.23	$13.58	$9.71	$17.17	$14.64	$12.59	$10.59	$10.12
Value at end of period	$13.79	$11.97	$14.23	$13.58	$9.71	$17.17	$14.64	$12.59	$10.59
Number of accumulation units outstanding at end of period	557	1,619	1,376	29,850	59,882	188,754	274,663	192,893	7,742
ING BALANCED PORTFOLIO
Value at beginning of period	$10.24	$10.56	$9.42	$8.04	$11.38	$10.98	$10.16	$9.92	$9.22	$7.90
Value at end of period	$11.43	$10.24	$10.56	$9.42	$8.04	$11.38	$10.98	$10.16	$9.92	$9.22
Number of accumulation units outstanding at end of period	3,039	3,150	3,267	7,554	15,712	112,381	165,562	185,604	200,405	141,763
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.04	$9.99	$8.04	$6.05	$10.49	$10.06	$9.82
Value at end of period	$11.80	$10.04	$9.99	$8.04	$6.05	$10.49	$10.06
Number of accumulation units outstanding at end of period	0	0	456	1,788	3,946	13,216	9,302

ILIAC Variable Annuity – INGVA

CFI 20


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.12	$8.37	$7.50	$5.85	$9.75	$10.03
Value at end of period	$9.16	$8.12	$8.37	$7.50	$5.85	$9.75
Number of accumulation units outstanding at end of period	39	1,026	1,320	14,879	17,097	86,387
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.53	$5.15	$4.42	$2.95	$4.98	$4.26	$4.04	$3.68	$3.80	$2.66
Value at end of period	$4.80	$4.53	$5.15	$4.42	$2.95	$4.98	$4.26	$4.04	$3.68	$3.80
Number of accumulation units outstanding at end of period	744	744	744	4,207	8,378	35,524	42,524	58,311	80,521	93,594
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.93	$10.67	$9.36	$7.14	$12.38	$13.59	$11.09
Value at end of period	$12.26	$9.93	$10.67	$9.36	$7.14	$12.38	$13.59
Number of accumulation units outstanding at end of period	0	0	0	4,859	12,029	19,863	11,026
ING COLUMBIA SMALL CAP VALUE II PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.48	$9.91	$8.05	$6.57	$10.15	$10.03	$10.22
Value at end of period	$10.63	$9.48	$9.91	$8.05	$6.57	$10.15	$10.03
Number of accumulation units outstanding at end of period	0	0	0	1,657	7,413	12,134	4,824
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$8.90	$9.50	$8.63	$6.67	$11.18	$10.92	$9.65
Value at end of period	$9.82	$8.90	$9.50	$8.63	$6.67	$11.18	$10.92
Number of accumulation units outstanding at end of period	0	0	0	12,183	18,646	26,450	16,559
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.10	$11.52	$9.11	$6.65	$11.09	$9.83	$10.28
Value at end of period	$11.41	$10.10	$11.52	$9.11	$6.65	$11.09	$9.83
Number of accumulation units outstanding at end of period	1,694	1,695	1,694	9,696	26,201	102,704	140,674
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$11.08	$11.00	$9.91	$7.64	$10.99	$10.90	$10.02
Value at end of period	$12.26	$11.08	$11.00	$9.91	$7.64	$10.99	$10.90
Number of accumulation units outstanding at end of period	669	714	1,115	17,535	39,316	166,059	154,524
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.63	$9.88	$9.01	$7.25	$11.86	$12.56
Value at end of period	$10.74	$9.63	$9.88	$9.01	$7.25	$11.86
Number of accumulation units outstanding at end of period	2,261	3,229	3,376	10,431	16,984	47,670
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.19	$12.95	$11.37	$9.52	$11.47	$10.73	$10.07	$10.00
Value at end of period	$13.98	$13.19	$12.95	$11.37	$9.52	$11.47	$10.73	$10.07
Number of accumulation units outstanding at end of period	4,256	5,207	11,423	41,876	86,527	250,873	311,105	264,686
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.83	$12.14	$10.15	$7.52	$12.97	$9.90	$10.34
Value at end of period	$10.34	$10.83	$12.14	$10.15	$7.52	$12.97	$9.90
Number of accumulation units outstanding at end of period	578	1,392	775	4,072	13,576	44,245	16,613
ING GROWTH AND INCOME CORE PORTFOLIO
Value at beginning of period	$5.91	$6.92	$6.32	$4.45	$7.51	$7.13	$6.21	$6.22	$5.61	$4.46
Value at end of period	$6.34	$5.91	$6.92	$6.32	$4.45	$7.51	$7.13	$6.21	$6.22	$5.61
Number of accumulation units outstanding at end of period	3,157	3,156	3,582	9,259	18,957	103,368	87,016	135,010	155,776	166,817

ILIAC Variable Annuity – INGVA

CFI 21


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$7.57	$7.73	$6.89	$5.38	$8.79	$8.33	$7.42	$6.99	$6.56	$5.30
Value at end of period	$8.61	$7.57	$7.73	$6.89	$5.38	$8.79	$8.33	$7.42	$6.99	$6.56
Number of accumulation units outstanding at end of period	12,988	13,682	13,060	274,979	472,254	43,981	114,566	130,040	152,210	158,741
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$7.82	$7.97	$7.12	$5.88	$9.53	$9.24	$8.20	$7.92	$7.29	$5.88
Value at end of period	$8.79	$7.82	$7.97	$7.12	$5.88	$9.53	$9.24	$8.20	$7.92	$7.29
Number of accumulation units outstanding at end of period	10,651	14,024	14,181	223,225	889,355	957,473	192,726	278,872	473,790	512,899
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$15.53	$14.70	$13.62	$12.43	$13.82	$13.27	$12.98	$12.80	$12.43	$11.90
Value at end of period	$16.69	$15.53	$14.70	$13.62	$12.43	$13.82	$13.27	$12.98	$12.80	$12.43
Number of accumulation units outstanding at end of period	10,795	6,954	55,772	425,599	439,899	197,925	246,478	242,869	235,215	258,564
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.73	$14.76	$13.93	$12.85
Value at end of period	$14.85	$12.73	$14.76	$13.93
Number of accumulation units outstanding at end of period	974	975	974	3,353
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$11.89	$12.24	$11.09	$9.20	$12.22	$12.01	$10.85	$10.06
Value at end of period	$13.18	$11.89	$12.24	$11.09	$9.20	$12.22	$12.01	$10.85
Number of accumulation units outstanding at end of period	5,297	6,091	7,548	22,225	67,483	264,987	352,342	288,983
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.28	$13.66	$10.94	$8.74	$12.64	$13.07	$11.38	$10.28
Value at end of period	$15.52	$13.28	$13.66	$10.94	$8.74	$12.64	$13.07	$11.38
Number of accumulation units outstanding at end of period	584	959	1,278	3,009	13,579	39,135	73,343	56,721
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$14.67	$14.57	$12.94	$9.23	$12.93	$11.76	$11.30	$11.03
Value at end of period	$17.02	$14.67	$14.57	$12.94	$9.23	$12.93	$11.76	$11.30
Number of accumulation units outstanding at end of period	477	38	38	1,462	4,286	30,401	66,111	79,176
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.54	$9.87	$8.38	$6.61	$11.28	$10.06	$9.05
Value at end of period	$10.54	$9.54	$9.87	$8.38	$6.61	$11.28	$10.06
Number of accumulation units outstanding at end of period	0	0	0	2,268	6,151	10,432	2,174
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.29	$11.28	$10.42	$8.98	$11.74	$11.46	$10.40	$10.05
Value at end of period	$12.36	$11.29	$11.28	$10.42	$8.98	$11.74	$11.46	$10.40
Number of accumulation units outstanding at end of period	8,093	9,734	11,864	19,766	89,964	493,984	704,487	779,688
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$13.38	$13.73	$10.75	$7.76	$12.68	$10.29	$9.73	$8.99	$8.23	$6.13
Value at end of period	$14.97	$13.38	$13.73	$10.75	$7.76	$12.68	$10.29	$9.73	$8.99	$8.23
Number of accumulation units outstanding at end of period	0	0	0	8,077	21,353	102,399	130,416	155,714	191,912	114,055
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$10.54	$10.73	$10.89	$11.05	$10.96	$10.61	$10.29	$10.17	$10.24	$10.33
Value at end of period	$10.36	$10.54	$10.73	$10.89	$11.05	$10.96	$10.61	$10.29	$10.17	$10.24
Number of accumulation units outstanding at end of period	18,146	17,129	52,039	287,994	927,619	1,342,498	1,528,302	778,026	426,126	559,971
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$12.03	$13.33	$11.69	$8.52	$14.53	$13.88	$11.98	$10.06
Value at end of period	$14.38	$12.03	$13.33	$11.69	$8.52	$14.53	$13.88	$11.98
Number of accumulation units outstanding at end of period	1,875	1,875	2,124	15,168	57,847	192,415	283,041	258,587


ILIAC Variable Annuity – INGVA		CFI 22


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.01	$11.71	$10.26	$8.39	$13.04	$12.60	$10.96	$10.64
Value at end of period	$11.95	$11.01	$11.71	$10.26	$8.39	$13.04	$12.60	$10.96
Number of accumulation units outstanding at end of period	2,105	2,104	2,104	6,900	36,418	76,158	156,320	161,817
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.53	$13.87	$11.86	$7.23	$9.93
Value at end of period	$15.45	$13.53	$13.87	$11.86	$7.23
Number of accumulation units outstanding at end of period	750	1,914	7,597	12,784	32,835
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.53	$10.21	$8.81	$7.16	$10.90	$10.52	$9.74
Value at end of period	$10.39	$9.53	$10.21	$8.81	$7.16	$10.90	$10.52
Number of accumulation units outstanding at end of period	0	836	1,241	1,241	2,615	11,586	1,250
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.97	$10.27	$9.37	$9.21
Value at end of period	$11.06	$9.97	$10.27	$9.37
Number of accumulation units outstanding at end of period	0	0	0	22,203
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.32	$10.50	$9.62	$9.49
Value at end of period	$11.32	$10.32	$10.50	$9.62
Number of accumulation units outstanding at end of period	0	0	0	3,111
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.64	$10.60	$9.85	$9.75
Value at end of period	$11.52	$10.64	$10.60	$9.85
Number of accumulation units outstanding at end of period	0	0	0	28,339
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.30	$12.99	$11.72	$10.02
Value at end of period	$14.96	$13.30	$12.99	$11.72
Number of accumulation units outstanding at end of period	2,830	4,342	5,534	11,983
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.28	$14.17	$12.86	$10.96
Value at end of period	$16.22	$14.28	$14.17	$12.86
Number of accumulation units outstanding at end of period	1,391	2,114	2,237	5,087
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.54	$13.67	$12.49	$10.63
Value at end of period	$15.46	$13.54	$13.67	$12.49
Number of accumulation units outstanding at end of period	13,806	14,140	15,107	19,974
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$9.24	$9.35	$7.21	$5.61	$8.74	$8.10	$7.34	$6.86	$6.35	$4.67
Value at end of period	$10.43	$9.24	$9.35	$7.21	$5.61	$8.74	$8.10	$7.34	$6.86	$6.35
Number of accumulation units outstanding at end of period	0	0	0	8,522	22,060	61,561	83,167	105,236	79,772	82,631
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$13.88	$14.48	$11.85	$9.46	$13.96	$13.42	$11.69	$10.79	$9.60	$7.11
Value at end of period	$15.61	$13.88	$14.48	$11.85	$9.46	$13.96	$13.42	$11.69	$10.79	$9.60
Number of accumulation units outstanding at end of period	2,157	2,613	2,751	11,721	31,449	155,518	201,181	237,993	236,666	237,295

ILIAC Variable Annuity – INGVA

CFI 23


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	$13.36	$14.13	$11.19	$7.78	$13.92	$12.50	$11.66	$10.03
Value at end of period	$15.25	$13.36	$14.13	$11.19	$7.78	$13.92	$12.50	$11.66
Number of accumulation units outstanding at end of period	937	937	1,279	7,900	18,725	91,904	123,532	140,392
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.52	$9.77	$8.65	$7.05	$11.15	$11.02	$9.82
Value at end of period	$10.96	$9.52	$9.77	$8.65	$7.05	$11.15	$11.02
Number of accumulation units outstanding at end of period	0	0	873	3,892	7,476	22,902	26,114
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.55	$13.40	$11.99	$8.87	$17.88	$15.09	$12.39	$9.93
Value at end of period	$13.47	$11.55	$13.40	$11.99	$8.87	$17.88	$15.09	$12.39
Number of accumulation units outstanding at end of period	0	0	0	4,415	11,044	49,174	66,929	58,827
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.48	$8.65	$8.09	$6.23	$10.14
Value at end of period	$8.74	$7.48	$8.65	$8.09	$6.23
Number of accumulation units outstanding at end of period	4,988	4,593	4,808	17,757	30,347
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$8.43	$9.10	$8.59	$6.61	$11.15	$11.09	$10.27
Value at end of period	$10.08	$8.43	$9.10	$8.59	$6.61	$11.15	$11.09
Number of accumulation units outstanding at end of period	0	0	0	9,818	14,307	23,922	6,443
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$6.80	$7.10	$6.37	$4.92	$8.32	$8.37	$7.44	$6.92	$6.14	$5.00
Value at end of period	$7.58	$6.80	$7.10	$6.37	$4.92	$8.32	$8.37	$7.44	$6.92	$6.14
Number of accumulation units outstanding at end of period	62	62	63	2,532	3,150	41,628	66,946	76,813	120,594	120,065



TABLE VI
FOR CONTRACTS WITH TOTAL SEPARATE ACCOUNT CHARGES OF 1.90%
(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	$12.34	$12.90	$11.22	$8.43	$14.94	$12.95	$11.82	$10.30	$9.10	$7.22
Value at end of period	$14.09	$12.34	$12.90	$11.22	$8.43	$14.94	$12.95	$11.82	$10.30	$9.10
Number of accumulation units outstanding at end of period	81	82	410	7,162	26,249	193,614	217,382	231,760	141,674	99,481
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$11.09	$11.19	$9.91	$7.76	$13.79	$13.85	$11.74	$11.31	$10.33	$8.08
Value at end of period	$12.76	$11.09	$11.19	$9.91	$7.76	$13.79	$13.85	$11.74	$11.31	$10.33
Number of accumulation units outstanding at end of period	0	0	0	8,289	23,444	100,337	131,926	133,994	145,501	92,558
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during December 2004)
Value at beginning of period	$11.84	$14.10	$13.47	$9.65	$17.09	$14.59	$12.57	$10.59	$10.41
Value at end of period	$13.62	$11.84	$14.10	$13.47	$9.65	$17.09	$14.59	$12.57	$10.59
Number of accumulation units outstanding at end of period	0	0	0	1,780	14,523	87,482	97,070	49,272	2,432

ILIAC Variable Annuity – INGVA

CFI 24


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING BALANCED PORTFOLIO
Value at beginning of period	$10.07	$10.40	$9.29	$7.94	$11.26	$10.87	$10.08	$9.85	$9.18	$7.87
Value at end of period	$11.22	$10.07	$10.40	$9.29	$7.94	$11.26	$10.87	$10.08	$9.85	$9.18
Number of accumulation units outstanding at end of period	2,239	2,239	957	3,271	4,275	37,216	46,677	66,062	71,463	80,704
ING BARON GROWTH PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.95	$9.92	$8.00	$6.03	$10.46	$10.05	$9.61
Value at end of period	$11.68	$9.95	$9.92	$8.00	$6.03	$10.46	$10.05
Number of accumulation units outstanding at end of period	0	0	0	739	2,124	6,323	2,978
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.06	$8.33	$7.47	$5.83	$9.74	$10.03
Value at end of period	$9.08	$8.06	$8.33	$7.47	$5.83	$9.74
Number of accumulation units outstanding at end of period	0	0	320	4,957	7,515	30,387
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
Value at beginning of period	$4.45	$5.07	$4.36	$2.91	$4.93	$4.22	$4.01	$3.66	$3.78	$2.65
Value at end of period	$4.71	$4.45	$5.07	$4.36	$2.91	$4.93	$4.22	$4.01	$3.66	$3.78
Number of accumulation units outstanding at end of period	0	0	0	754	3,287	12,695	19,589	26,588	29,626	22,775
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.84	$10.60	$9.31	$7.11	$12.35	$13.58	$10.32
Value at end of period	$12.13	$9.84	$10.60	$9.31	$7.11	$12.35	$13.58
Number of accumulation units outstanding at end of period	0	0	0	389	6,731	12,363	11,301
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$8.82	$9.43	$8.58	$6.65	$11.15	$10.91	$9.50
Value at end of period	$9.72	$8.82	$9.43	$8.58	$6.65	$11.15	$10.91
Number of accumulation units outstanding at end of period	0	0	0	0	1,241	11,658	9,975
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.02	$11.44	$9.06	$6.62	$11.06	$9.82	$10.28
Value at end of period	$11.29	$10.02	$11.44	$9.06	$6.62	$11.06	$9.82
Number of accumulation units outstanding at end of period	0	0	195	8,715	13,867	35,481	95,741
ING FRANKLIN INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$10.98	$10.92	$9.85	$7.61	$10.96	$10.89	$9.94
Value at end of period	$12.13	$10.98	$10.92	$9.85	$7.61	$10.96	$10.89
Number of accumulation units outstanding at end of period	0	0	0	1,275	1,462	20,157	16,201
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$9.56	$9.82	$8.97	$7.23	$11.85	$12.68
Value at end of period	$10.65	$9.56	$9.82	$8.97	$7.23	$11.85
Number of accumulation units outstanding at end of period	0	0	0	1,421	2,896	11,357
ING GLOBAL BOND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.06	$12.83	$11.29	$9.47	$11.42	$10.70	$10.06	$10.00
Value at end of period	$13.82	$13.06	$12.83	$11.29	$9.47	$11.42	$10.70	$10.06
Number of accumulation units outstanding at end of period	0	0	0	4,005	15,899	140,662	128,634	98,237
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$10.74	$12.05	$10.10	$7.49	$12.93	$9.89	$9.39
Value at end of period	$10.24	$10.74	$12.05	$10.10	$7.49	$12.93	$9.89
Number of accumulation units outstanding at end of period	0	0	0	291	1,317	22,187	6,436

ILIAC Variable Annuity – INGVA

CFI 25


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	$5.81	$6.81	$6.24	$4.39	$7.43	$7.06	$6.16	$6.18	$5.58	$4.44
Value at end of period	$6.22	$5.81	$6.81	$6.24	$4.39	$7.43	$7.06	$6.16	$6.18	$5.58
Number of accumulation units outstanding at end of period	0	0	0	106	6,021	14,254	63,636	82,579	97,534	108,388
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$7.44	$7.61	$6.79	$5.32	$8.69	$8.25	$7.36	$6.94	$6.53	$5.28
Value at end of period	$8.45	$7.44	$7.61	$6.79	$5.32	$8.69	$8.25	$7.36	$6.94	$6.53
Number of accumulation units outstanding at end of period	3,313	3,335	1,873	28,833	43,500	38,070	55,589	64,417	86,309	80,267
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$7.69	$7.84	$7.02	$5.80	$9.42	$9.15	$8.14	$7.87	$7.26	$5.86
Value at end of period	$8.63	$7.69	$7.84	$7.02	$5.80	$9.42	$9.15	$8.14	$7.87	$7.26
Number of accumulation units outstanding at end of period	0	0	981	19,840	198,590	372,830	107,306	150,783	174,585	202,025
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$15.27	$14.47	$13.43	$12.27	$13.67	$13.14	$12.87	$12.72	$12.36	$11.86
Value at end of period	$16.38	$15.27	$14.47	$13.43	$12.27	$13.67	$13.14	$12.87	$12.72	$12.36
Number of accumulation units outstanding at end of period	0	0	0	18,196	65,938	69,840	63,076	75,004	65,243	66,982
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.68	$14.72	$13.91	$11.48
Value at end of period	$14.77	$12.68	$14.72	$13.91
Number of accumulation units outstanding at end of period	0	0	0	1,384
ING INVESCO VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$11.77	$12.13	$11.01	$9.15	$12.17	$11.98	$10.84	$10.06
Value at end of period	$13.03	$11.77	$12.13	$11.01	$9.15	$12.17	$11.98	$10.84
Number of accumulation units outstanding at end of period	0	0	0	2,422	6,525	92,011	124,372	113,062
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.14	$13.54	$10.86	$8.69	$12.59	$13.04	$11.36	$10.73
Value at end of period	$15.34	$13.14	$13.54	$10.86	$8.69	$12.59	$13.04	$11.36
Number of accumulation units outstanding at end of period	0	0	0	108	2,397	10,340	15,431	12,055
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$14.52	$14.45	$12.85	$9.18	$12.88	$11.73	$11.29	$11.02
Value at end of period	$16.82	$14.52	$14.45	$12.85	$9.18	$12.88	$11.73	$11.29
Number of accumulation units outstanding at end of period	0	0	0	7,048	12,253	27,644	48,619	72,586
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$9.46	$9.80	$8.34	$6.59	$11.25	$10.05	$9.26
Value at end of period	$10.44	$9.46	$9.80	$8.34	$6.59	$11.25	$10.05
Number of accumulation units outstanding at end of period	0	0	0	0	0	2,806	2,804
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.18	$11.18	$10.35	$8.93	$11.69	$11.43	$10.39	$10.06
Value at end of period	$12.22	$11.18	$11.18	$10.35	$8.93	$11.69	$11.43	$10.39
Number of accumulation units outstanding at end of period	0	0	147	12,437	28,207	119,216	176,475	205,538
ING MIDCAP OPORTUNITIES PORTFOLIO
Value at beginning of period	$13.16	$13.52	$10.61	$7.67	$12.55	$10.20	$9.66	$8.94	$8.20	$6.11
Value at end of period	$14.71	$13.16	$13.52	$10.61	$7.67	$12.55	$10.20	$9.66	$8.94	$8.20
Number of accumulation units outstanding at end of period	0	0	0	1,712	2,772	19,247	32,261	40,741	42,360	13,425
ING MONEY MARKET PORTFOLIO
Value at beginning of period	$10.36	$10.56	$10.74	$10.91	$10.84	$10.51	$10.21	$10.10	$10.19	$10.30
Value at end of period	$10.17	$10.36	$10.56	$10.74	$10.91	$10.84	$10.51	$10.21	$10.10	$10.19
Number of accumulation units outstanding at end of period	0	0	603	2,779	44,564	441,840	806,410	579,969	234,870	226,002

ILIAC Variable Annuity – INGVA

CFI 26


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING OPPENHEIMER GLOBAL PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$11.91	$13.21	$11.60	$8.47	$14.47	$13.85	$11.96	$10.06
Value at end of period	$14.22	$11.91	$13.21	$11.60	$8.47	$14.47	$13.85	$11.96
Number of accumulation units outstanding at end of period	63	64	353	5,690	7,176	65,838	97,726	141,518
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.90	$11.61	$10.19	$8.34	$12.99	$12.57	$10.95	$10.53
Value at end of period	$11.81	$10.90	$11.61	$10.19	$8.34	$12.99	$12.57	$10.95
Number of accumulation units outstanding at end of period	0	0	0	3,593	8,422	23,331	44,031	48,242
ING PIONEER HIGH YIELD PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$13.46	$13.82	$11.84	$7.22	$9.93
Value at end of period	$15.35	$13.46	$13.82	$11.84	$7.22
Number of accumulation units outstanding at end of period	0	0	314	3,925	13,504
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.93	$10.25	$9.36	$9.21
Value at end of period	$11.01	$9.93	$10.25	$9.36
Number of accumulation units outstanding at end of period	0	0	0	1,636
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.61	$10.58	$9.85	$9.75
Value at end of period	$11.47	$10.61	$10.58	$9.85
Number of accumulation units outstanding at end of period	0	0	0	3,822
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.25	$12.96	$11.71	$10.02
Value at end of period	$14.88	$13.25	$12.96	$11.71
Number of accumulation units outstanding at end of period	0	0	206	4,836
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$14.22	$14.14	$12.84	$10.95
Value at end of period	$16.12	$14.22	$14.14	$12.84
Number of accumulation units outstanding at end of period	0	0	3,535	6,808
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.48	$13.63	$12.47	$10.63
Value at end of period	$15.37	$13.48	$13.63	$12.47
Number of accumulation units outstanding at end of period	0	0	0	787
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$9.09	$9.22	$7.11	$5.55	$8.65	$8.03	$7.28	$6.82	$6.32	$4.66
Value at end of period	$10.25	$9.09	$9.22	$7.11	$5.55	$8.65	$8.03	$7.28	$6.82	$6.32
Number of accumulation units outstanding at end of period	0	0	0	0	4,971	35,408	41,407	53,187	38,830	13,008
ING SMALL COMPANY PORTFOLIO
Value at beginning of period	$13.64	$14.26	$11.69	$9.34	$13.81	$13.29	$11.60	$10.72	$9.56	$7.09
Value at end of period	$15.32	$13.64	$14.26	$11.69	$9.34	$13.81	$13.29	$11.60	$10.72	$9.56
Number of accumulation units outstanding at end of period	78	78	78	3,614	12,111	51,932	64,131	59,629	60,875	42,546
ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$13.23	$14.00	$11.11	$7.73	$13.87	$12.47	$11.65	$10.03
Value at end of period	$15.07	$13.23	$14.00	$11.11	$7.73	$13.87	$12.47	$11.65
Number of accumulation units outstanding at end of period	0	0	164	3,013	10,717	85,018	111,843	108,135

ILIAC Variable Annuity – INGVA

CFI 27


Condensed Financial Information (continued)



	2012	2011	2010	2009	2008	2007	2006	2005	2004	2003
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during May 2006)
Value at beginning of period	$9.43	$9.70	$8.60	$7.02	$11.13	$11.01	$9.74
Value at end of period	$10.85	$9.43	$9.70	$8.60	$7.02	$11.13	$11.01
Number of accumulation units outstanding at end of period	0	0	0	510	510	4,245	3,937
ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.43	$13.29	$11.91	$8.82	$17.81	$15.06	$12.37	$10.06
Value at end of period	$13.31	$11.43	$13.29	$11.91	$8.82	$17.81	$15.06	$12.37
Number of accumulation units outstanding at end of period	0	0	0	0	5,283	19,967	19,716	11,954
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.44	$8.61	$8.07	$6.22	$10.14
Value at end of period	$8.67	$7.44	$8.61	$8.07	$6.22
Number of accumulation units outstanding at end of period	108	109	109	9,433	18,852
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during June 2006)
Value at beginning of period	$8.36	$9.03	$8.54	$6.58	$11.13	$11.08	$9.24
Value at end of period	$9.98	$8.36	$9.03	$8.54	$6.58	$11.13	$11.08
Number of accumulation units outstanding at end of period	0	0	0	3,230	3,868	11,799	9,716
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
Value at beginning of period	$6.69	$6.99	$6.28	$4.86	$8.23	$8.29	$7.38	$6.88	$6.11	$4.98
Value at end of period	$7.44	$6.69	$6.99	$6.28	$4.86	$8.23	$8.29	$7.38	$6.88	$6.11
Number of accumulation units outstanding at end of period	0	0	0	6,205	16,056	27,677	35,717	36,902	37,968	35,349

ILIAC Variable Annuity – INGVA

CFI 28

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 FMR^SM								Templeton
	Diversified Mid			ING FMR^SM	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 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 FMR^SM
		Estate			Global Real		ING Clarion	Diversified Mid			ING FMR^SM
		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 FMR^SM
		ING Clarion		Diversified Mid				ING FMR^SM		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 FMR^SMDiversified Mid Cap Portfolio -	ING Global Bond Portfolio - Service Class
Institutional Class	ING Growth and Income Core Portfolio - Initial Class
ING FMR^SMDiversified 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.


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 FMR^SMDiversified Mid Cap Portfolio - Institutional Class		402		2,478
ING FMR^SMDiversified 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 FMR^SMDiversified Mid Cap Portfolio - Institutional Class	52,437	230,235	(177,798	)	49,229	347,519	(298,290	)
ING FMR^SMDiversified 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 Ratio^B						Total Return^C
			(000 's)		(lowest to highest)					(000 's)		Ratio^A		(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 Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000	's)	Ratio^A		(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 Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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 Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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 Ratio^B						Total Return^C
	(000	's)		(lowest to highest)						(000	's)	Ratio^A		(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 Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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 Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(lowest to highest)					(lowest to highest)
ING FMR^SMDiversified 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 FMR^SMDiversified 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 Ratio^B					Total Return^C
	(000	's)		(lowest to highest)					(000	's)	Ratio^A		(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 Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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 Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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)


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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 Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements



									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements



									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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 Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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)


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements



									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements



										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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 Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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)


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

										Investment
	Units		Unit Fair Value						Net Assets	Income		Expense Ratio^B						Total Return^C
	(000 's)		(lowest to highest)						(000 's)	Ratio^A		(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					%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements

									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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	%


VARIABLE ANNUITY ACCOUNT B OF
ING LIFE INSURANCE AND ANNUITY COMPANY
Notes to Financial Statements



									Investment
	Units		Unit Fair Value					Net Assets	Income		Expense Ratio^B					Total Return^C
	(000 's)		(lowest to highest)					(000 's)	Ratio^A		(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

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 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		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

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) 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).

C-10

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

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

C-12

impaired (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 to recover an amount at least equal to its amortized cost based on the present value of the expected future

C-13

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

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

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 Furniture and fixtures Leasehold improvements Equipment	40 years 5 years 10 years, or the life of the lease, whichever is shorter 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

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

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

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

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

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

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

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

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

C-24

C-25

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

	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


	Amortized	Fair
	Cost	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

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)
_____________________________________________________________________________________________
December 31, 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

C-29


	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
	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


	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

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)
_____________________________________________________________________________________________
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, 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

C-32


	% 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


	% 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


	% 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


	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


	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


	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


	2012		2011		2010
	Impairment	No. of Securities	Impairment	No. of Securities	Impairment		No. of Securities
	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
	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


	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


	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

C-43


	2012			2011
	Notional	Asset	Liability	Notional	Asset	Liability
	Amount	Fair Value	Fair Value	Amount	Fair Value	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

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


	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


	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 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.

C-49

C-50


	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
		Net Income	OCI
Fixed maturities, including securities pledged:
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


	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
		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.)	15.8	—	—	(119.7)	(8.7)	—	(80.6)	27.7	(3.5	)
Total fixed maturities, including	525.0	(29. 8)	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

C-52

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.

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)




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⁾

⁽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


	2012		2011
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	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.

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C-56


	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

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

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


	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: Net reclassification income (loss)^₍₂₎adjustment for gains (losses) and other items included in	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


	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


	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


	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

C-64


	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


	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

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

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 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,

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)
_____________________________________________________________________________________________
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

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

C-72


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:
			Condensed Financial Information (Accumulation Unit Values)
			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 (“Registrant”). (Incorporated by
				reference to Post-Effective Amendment No. 6 to the 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 herein by reference to Post-
				Effective Amendment No. 32 to Registration Statement on Form N-4, File No. 033-
				81216, as filed on April 22, 1996.)
		(3.2)		Underwriting Agreement dated November 17, 2006, between ING Life Insurance and
				Annuity Company and ING Financial Advisers, LLC. (Incorporated herein by reference
				to Post-Effective Amendment No. 34 to Registration Statement on Form N-4, File No.
				033-75996, as filed on December 20, 2006.)
		(3.3)		Confirmation of Underwriting Agreement. (Incorporated herein 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.)
		(4.1)		Variable Annuity Contract (GM-VA-98). (Incorporated herein by reference to Initial
				Registration Statement on Form N-4, File No. 333-56297, as filed on June 8, 1998.)
		(4.2)		Variable Annuity Contract Certificate (GMC-VA-98). (Incorporated herein by reference
				to Initial Registration Statement on Form N-4, File No. 333-56297, as filed on June 8,
				1998.)
		(4.3)		Variable Annuity Contract (GM-VA-98(NY)). (Incorporated herein by reference to
				Post-Effective Amendment No. 18 to Registration Statement on Form N-4, File No.
				333-56297, as filed on August 30, 2000.)
		(4.4)		Variable Annuity Contract Certificate (GMC-VA-98(NY)). (Incorporated herein by
				reference to Post-Effective Amendment No. 18 to Registration Statement on Form N-4,
				File No. 333-56297, as filed on August 30, 2000.)
		(4.5)		Endorsement (EVAGET98) to Variable Annuity Contract GM-VA-98 and Variable
				Annuity Contract Certificate GMC-VA-98. (Incorporated herein by reference to Post-
				Effective Amendment No. 1 to Registration Statement on Form N-4, File No. 333-
				56297, as filed on September 14, 1998.)


(4.6)	Endorsement (EGET-99) to Variable Annuity Contract GM-VA-98 and Variable
	Annuity Contract Certificate GMC-VA-98. (Incorporated herein by reference to Post-
	Effective Amendment No. 13 to Registration Statement on Form N-4, File No. 333-
	01107, as filed on April 17, 1999.)
(4.7)	Endorsement (EVA-PB-00) to Variable Annuity Contract GM-VA-98 and Variable
	Annuity Contract Certificate GMC-VA-98. (Incorporated herein by reference to Post-
	Effective Amendment No. 15 to Registration Statement on Form N-4, File No. 333-
	56297, as filed on May 8, 2000.)
(4.8)	Endorsement (EVA-PB-00(NY)) to Variable Annuity Contract GM-VA-98(NY) and
	Variable Annuity Contract Certificate GMC-VA-98(NY). (Incorporated herein by
	reference to Post-Effective Amendment No. 21 to Registration Statement on Form N-4,
	File No. 333-56297, as filed on December 13, 2000.)
(4.9)	Endorsements ENMCHG (05/02) and ENMCHGI (05/02) for name change.
	(Incorporated herein 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.)
(5)	Variable Annuity Contract Application (9.5.89-6(9/98). (Incorporated herein by
	reference to Pre-Effective Amendment No. 1 to Registration Statement on Form N-4,
	File No. 333-56297, as filed on August 4, 1998.)
(6.1)	Restated Certificate of Incorporation (amended and restated as of October 1, 2007) of
	ING Life Insurance and Annuity Company). (Incorporated herein 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 herein by reference to the 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)	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 it series, and Aeltus Investment
	Management, Inc. (Incorporated herein by reference to Initial Registration Statement on
	Form N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.2)	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 it
	series, and Aeltus Investment Management, Inc. (Incorporated herein by reference to
	Post-Effective Amendment No. 2 on Form N-4, File No. 333-56297, as filed on
	December 14, 1998.)
(8.3)	Second Amendment dated December 31, 1999, to Fund Participation Agreement dated
	as of May 1, 1998, and amended on November 9, 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 it series, and Aeltus Investment
	Management, Inc. (Incorporated herein by reference to Post-Effective Amendment No.
	19 on Form N-4, File No. 333-01107, as filed on February 16, 2000.)


(8.4)	Third Amendment dated February 11, 2000, to Fund Participation Agreement dated as
	of May 1, 1998, and amended on November 9, 1998, and December 31, 1999, 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 it series, and Aeltus
	Investment Management, Inc. (Incorporated herein by reference to Post-Effective
	Amendment No. 20 on Form N-4, File No. 333-01107, as filed on April 4, 2000.)
(8.5)	Fourth Amendment dated May 1, 2000, to Fund Participation Agreement dated as of
	May 1, 1998, and amended on November 9, 1998, December 31, 1999, and February
	11, 2000, 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 it
	series, and Aeltus Investment Management, Inc. (Incorporated herein by reference to
	Post-Effective Amendment No. 20 on Form N-4, File No. 333-01107, as filed on April
	4, 2000.)
(8.6)	Fifth Amendment dated February 27, 2001, to Fund Participation Agreement dated as
	of May 1, 1998, and amended on November 9, 1998, December 31, 1999, February 11,
	2000, and May 1, 2000, 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 it series, and Aeltus Investment Management, Inc. (Incorporated herein by
	reference to Post-Effective Amendment No. 24 on Form N-4, File No. 333-01107, as
	filed on April 13, 2001.)
(8.7)	Sixth Amendment dated as of June 19, 2001, to Fund Participation Agreement dated as
	of May 1, 1998, and amended on November 9, 1998, December 31, 1999, February 11,
	2000, May 1, 2000, and February 27, 2001, 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 it series, and Aeltus Investment Management, Inc.
	(Incorporated herein by reference to Post-Effective Amendment No. 32 on Form N-4,
	File No. 033-75988, as filed on April 13, 2004.)
(8.8)	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 herein by reference to Initial
	Registration Statement on Form N-4, File No. 333-56297, as filed on June 8, 1998.)
(8.9)	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. (Incorporated herein 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.)


(8.10)	Second Amendment dated February 11, 2000, to Service Agreement effective as of
	May 1, 1998, and amended on November 4, 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 herein by reference to Post-Effective
	Amendment No. 20 to Registration Statement on Form N-4, File No. 333-01107, as
	filed on April 4, 2000.)
(8.11)	Third Amendment dated May 1, 2000, to Service Agreement effective as of May 1,
	1998, and amended on November 4, 1998, and February 11, 2000, 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 herein by
	reference to Post-Effective Amendment No. 20 to Registration Statement on Form N-4,
	File No. 333-01107, as filed on April 4, 2000.)
(8.12)	Fourth Amendment dated as of June 26, 2001, to Service Agreement effective as of
	May 1, 1998, and amended on November 4, 1998, February 11, 2000, and May 1, 2000,
	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
	herein by reference to Post-Effective Amendment No. 32 to Registration Statement on
	Form N-4, File No. 033-75988, as filed on April 13, 2004.)
(8.13)	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.
(8.14)	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.
(8.15)	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 Products Fund
	V and Fidelity Distributors Corporation. (Incorporated herein by reference to Post-
	Effective Amendment No. 51 to the Registration Statement on Form N-4, File No. 033-
	75962, a filed on July 27, 2007.)
(8.16)	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 herein 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.)
(8.17)	Service Agreement effective as of June 1, 2002 by and between Fidelity Investments
	Institutional Operations Company, Inc. and ING Financial Advisers, LLC (Incorporated
	herein 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.)


(8.18)	Service Contract effective as of June 1, 2002 and amended on June 20, 2003 by and
	between Directed Services, Inc., ING Financial Advisers, LLC, and Fidelity Distributors
	Corporation (Incorporated herein 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.)
(8.19)	First Amendment effective April 1, 2005 to Service Contract between Fidelity
	Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
	amended on June 20, 2003 (Incorporated herein 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.)
(8.20)	Second Amendment effective April 1, 2006 to Service Contract between Fidelity
	Distributors Corporation and ING Financial Advisers, Inc. dated June 1, 2002 and
	amended on June 20, 2003 and April 1, 2005 (Incorporated herein 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.)
(8.21)	Fund Participation Agreement dated April 30, 2003, among ING Life Insurance and
	Annuity Company, The GCG Trust (renamed effective May 1, 2003, ING Investors
	Trust) and Directed Services, Inc. (Incorporated herein 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.)
(8.22)	Amendment dated October 9, 2006 to the Participation Agreement dated April30, 2003
	among ING Life Insurance and Annuity Company, ING Investors Trust and Directed
	Services, Inc. (Incorporated herein 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.)
(8.23)	Fund Participation Agreement dated as of May 1, 2001, among Pilgrim Variable
	Products Trust, Aetna Life Insurance and Annuity Company and ING Pilgrim Securities,
	Inc. (Incorporated herein by reference to Post-Effective Amendment No. 26 to
	Registration Statement on Form N-4, File No. 333-01107, as filed on July 13, 2001.)
(8.24)	Amendment dated August 30, 2002, between ING Life Insurance and Annuity Company,
	ING Variable Products Trust (formerly known as Pilgrim Variable Products Trust) and
	ING Funds Distributor to Fund Participation Agreement dated May 1, 2001.
	(Incorporated herein 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.)
(8.25)	Administrative and Shareholder Services Agreement dated April 1, 2001, between ING
	Funds Services, LLC and ING Life Insurance and Annuity Company (Administrator for
	ING Variable Products Trust.). (Incorporated herein 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.)
(8.26)	Fund Participation Agreement dated as of November 28, 2001, among Portfolio Partners,
	Inc., Aetna Life Insurance and Annuity Company and Aetna Investment Services, LLC.
	(Incorporated herein 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.)
(8.27)	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 Fund
	Participation Agreement dated November 28, 2001. (Incorporated herein 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.)
(8.28)	Amendment dated May 1, 2003, between ING Partners, Inc., ING Life Insurance and
	Annuity Company and ING Financial Advisers, LLC to Fund Participation Agreement
	dated November 28, 2001, and subsequently amended on March 5, 2002. (Incorporated
	herein 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.)


(8.29)	Amendment dated November 1, 2004, to the Fund Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated November 28, 2001, and subsequently amended on March 5, 2002, and May
	1, 2003. (Incorporated herein 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.)
(8.30)	Amendment dated April 29, 2005, to the Fund Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated November 28, 2001, and subsequently amended on March 5, 2002, May 1,
	2003, and November 1, 2004. (Incorporated herein 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.)
(8.31)	Amendment dated August 31, 2005, to the Fund Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated November 28, 2001, subsequently amended on March 5, 2002, May 1, 2003,
	and November 1, 2004, and April 29, 2005. (Incorporated herein 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.)
(8.32)	Amendment dated December 7, 2005, to the Fund Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated November 28, 2001, subsequently amended on March 5, 2002, May 1, 2003,
	November 1, 2004, April 29, 2005, and August 31, 2005. (Incorporated herein 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.)
(8.33)	Amendment dated April 28, 2006, to the Fund Participation Agreement between ING
	Partners, Inc., ING Life Insurance and Annuity Company and ING Financial Advisers,
	LLC dated as of November 28, 2001, and subsequently amended on March 5, 2002, May
	1, 2003, November 1, 2004, April 29, 2005, August 31, 2005 and December 7 2005.
	(Incorporated herein by reference to Initial Registration Statement on Form N-4, File No.
	333-134760, as filed on June 6, 2006.)
(8.34)	Shareholder Servicing Agreement (Service Class Shares) dated as of November 27,
	2001, between Portfolio Partners, Inc. and Aetna Life Insurance and Annuity Company.
	(Incorporated herein by reference to Post-Effective Amendment No. 30 to Registration
	Statement on Form N-4, File No. 333-75962, as filed on April 8, 2002.)
(8.35)	Amendment dated March 5, 2002, between Portfolio Partners (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 dated November 27, 2001. (Incorporated herein by
	reference to Post-Effective Amendment No. 30 to Registration Statement on Form N-4,
	File No. 333-75962, as filed on April 8, 2002.)
(8.36)	Amendment dated May 1, 2003, by and between ING Partners, Inc. and ING Life
	Insurance and Annuity Company to the Shareholder Servicing Agreement (Service Class
	Shares) dated November 27, 2001, as amended on March 5, 2002. (Incorporated herein
	by reference to Post-Effective Amendment No. 28 to Registration Statement on Form N-
	4, File No. 033-75988, as filed on April 1, 2003.)
(8.37)	Amendment dated November 1, 2004 to the Shareholder Servicing Agreement (Service
	Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
	Company dated November 27, 2001, as amended on March 5, 2002 and May 1, 2003.
	(Incorporated herein by reference to Initial Registration Statement on Form N-4, File No.
	333-134760, as filed on June 6, 2006.)
(8.38)	Amendment dated April 29, 2005, to the Shareholder Servicing Agreement (Service
	Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
	Company dated November 27, 2001, and as amended on March 5, 2002, May 1, 2003,
	and November 1, 2004. (Incorporated herein 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.)


(8.39)	Amendment dated December 7, 2005, to the Shareholder Servicing Agreement (Service
	Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
	Company dated November 27, 2001, as amended on March 5, 2002, May 1, 2003,
	November 1, 2004, and April 29, 2005. (Incorporated herein by reference to Initial
	Registration Statement on Form N-4, File No. 333-134760, as filed on June 6, 2006.)
(8.40)	Amendment dated April 28, 2006, to the Shareholder Servicing Agreement (Service
	Class Shares) by and between ING Partners, Inc. and ING Life Insurance and Annuity
	Company dated November 27, 2001, and as amended on March 5, 2002, May 1, 2003,
	November 1, 2004, April 29, 2005 and December 7, 2005. (Incorporated herein by
	reference to Initial Registration Statement on Form N-4, File No. 333-134760, as filed on
	June 6, 2006.)
(8.41)	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
	herein 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, attached.
(10)	Consent of Independent Registered Public Accounting Firm, attached.
(11)	Not Applicable
(12)	Not Applicable
(13)	Authorization for Signatures. (Incorporated herein by reference to Post-Effective
	Amendment No. 5 to Registration Statement on Form N-4, File No. 033-75986, as filed
	on April 2, 1996.)
(14)	Powers of Attorney, attached.


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
Steven T. Pierson*	5780 Powers Ferry Road, NW	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Mark B. Kaye*	One Orange Way	Senior Vice President and Chief
	Windsor, CT 06095-4774	Financial Officer
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, Executive Vice President,
	New York, NY 10169	Finance
Donald W. Britton*	20 Wasington Avenue South	Director
	Minneapolis, MN 55401
Alain M. Karaoglan*	230 Park Avenue	Director
	New York, NY 10169
Rodney O. Martin*	230 Park Avenue	Director
	New York, NY 10169
Tina A. Campbell	30 Braintree Hill Office Park, Flrs 2-4	Senior Vice President and Deputy
	Braintree, MA 02184	General Counsel
Boyd G. Combs	5780 Powers Ferry Road, NW	Senior Vice President, Tax
	Atlanta, GA 30327-4390
Ralph Ferraro	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Michael Gioffre	One Orange Way	Senior Vice President and Chief
	Windsor, CT 06095-4774	Compliance Officer


Howard Green	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 Hurtsellers	5780 Powers Ferry Road, NW	Senior Vice President
	Atlanta, GA 30327-4390
Patrick D. Lusk	1475 Dunwoody Drive	Senior Vice President and Appointed
	West Chester, PA 19380	Actuary
Richard T. Mason	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Gilbert E. Mathis	5780 Powers Ferry Road, NW	Senior Vice President
	Atlanta, GA 30327-4390
Diane McCarthy	1475 Dunwoody Drive	Senior Vice President, Finance
	West Chester, PA 19380
David S. Pendergrass	5780 Powers Ferry Road, NW	Senior Vice President and Treasurer
	Atlanta, GA 30327-4390

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney, Exhibit
14, attached.


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 6,753 qualified contract owners and 4,669 non-qualified contract
	owners.

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(3); (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 also acts as the principal underwriter for ING Partners, Inc. (a management investment
		company registered under the Investment Company Act of 1940 (1940 Act)). Additionally, ING
		Financial Advisers, LLC acts as the principal underwriter for Variable Life Account B of ING
		Life Insurance and Annuity Company (ILIAC), Variable Life Account C of 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
		trusts under the 1940 Act), (iii) MFS ReliaStar Variable Account (a separate account of RLIC
		registered as a unit investment trusts under the 1940 Act), (iv) Northstar Variable Account (a
		separate account of RLIC registered as a unit investment trusts under the 1940 Act) (v) ReliaStar
		Life Insurance Company of New York Variable Annuity Funds A, B, 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, 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 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 Principal
		Underwriter
Patrick J. Kennedy	One Orange Way	Director and President
	Windsor, CT 06095-4774
Kristin H. Hultgren	One Orange Way	Chief Financial Officer
	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


Name	Principal Business Address	Positions and Offices with Principal
		Underwriter
Regina Gordon	One Orange Way	Chief Compliance Officer
	Windsor, CT 06095-4774
Boyd G. Combs	5780 Powers Ferry Road, N.W.	Senior Vice President , Tax
	Atlanta, GA 30327
David S. Pendergrass	5780 Powers Ferry Road, NW	Vice President and Treasurer
	Atlanta, GA 30327
Megan A. Hulddeston	One Orange Way	Secretary
	Windsor, CT 06095-4774


(c)	Compensation from January 1, 2012 to December 31, 2012:
	(1)	(2)	(3)	(4)	(5)
		Net
	Name of	Underwriting	Compensation on
	Principal	Discounts and	Redemption or	Brokerage
	Underwriter	Commissions	Annuitization	Commissions	Compensation*
	ING Financial
	Advisers, LLC				$1,907,879.60


*	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, CT 06095-4774
	and ING Americas at 5780 Powers Ferry Road, Atlanta, GA 30327-4390 and 1475 Dunwoody Drive,
	West Chester, PA 19380-1478.

Item 31.	Management Services
	Not Applicable

Item 32.	Undertakings
	Registrant hereby undertakes:
	(i)	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;
	(ii)	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 or a post card or similar written communication affixed to or included
		in the Prospectus that the applicant can remove to send for a Statement of Additional Information;
		and
	(iii)	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.

REPRESENTATIONS

The Company hereby represents that with respect to plans established pursuant to Section 403(b) of the Internal
Revenue Code of 1986, as amended, that are subject to the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), it is relying on and complies with the terms of the SEC Staff's No-Action Letter dated August
30, 2012, with respect to participant acknowledgement of and language concerning withdrawal restrictions
applicable to such plans. See ING Life Insurance and Annuity Company; SEC No-Action Letter, 2012 WL
3862169, August 30, 2012.

Except in relation to 403(b) plans subject to ERISA, the Company hereby represents that it is relying on and
complies with the provisions of Paragraphs (1) through (4) of the SEC Staff’s No-Action Letter dated November 28,
1988, with respect to language concerning withdrawal restrictions applicable to plans established pursuant to Section
403(b) of the Internal Revenue Code of 1986, as amended. See American Council of Life Insurance; S.E.C. No-
Action Letter, 1988 WL 1235221, November 28, 1988.

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, expenses expected
to be incurred, and the risks assumed by ING Life Insurance and Annuity Company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, ING Life
Insurance and Annuity Company, Variable Annuity Account B, certifies that it meets all the requirements for
effectiveness of this Registration Statement under Rule 485(b) under the Securities Act of 1933 and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the
undersigned, duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on the 9^thday of
April, 2013.


By:	VARABLE ANNUITY ACCOUNT B
	(REGISTRANT)

By:	ING LIFE INSURANCE AND ANNUITY COMPANY
	(DEPOSITOR)

By:	Mary (Maliz) E. Beams*
	Mary (Maliz) E. Beams
	President and Director (Principal Executive Officer)

By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been
signed by the following persons in the capacities indicated on April 9, 2011.


Signatures	Titles

Mary (Maliz) E. Beams*	President and Director
Mary (Maliz) E. Beams	(principal executive officer)

Steven T. Pierson*	Senior Vice President and Chief Accounting Officer
Steven T. Pierson	(principal accounting officer)

Mark B. Kaye*	Senior Vice President and Chief Financial Officer
Mark B. Kaye	(principal financial officer)

Michael S. Smith*	Director
Michael S. Smith

Ewout L. Steenbergen*	Director
Ewout L. Steenbergen

Donald W. Britton*	Director
Donald W. Britton

Alain M. Karaoglan*	Director
Alain M. Karaoglan

Rodney O. Martin*	Director
Rodney O. Martin


TABLE OF CONTENTS


	Page
CONTRACT OVERVIEW	1
CONTRACT PHASES	4
FEE TABLE	5
CONDENSED FINANCIAL INFORMATION	9
PURCHASE AND RIGHTS	9
RIGHT TO CANCEL	12
PREMIUM BONUS OPTION	12
INVESTMENT OPTIONS	14
TRANSFERS AMONG INVESTMENT OPTIONS (EXCESSIVE TRADING POLICY)	16
TRANSFERS BETWEEN OPTION PACKAGES	19
FEES	21
YOUR ACCOUNT VALUE	27
WITHDRAWALS	28
SYSTEMATIC DISTRIBUTION OPTIONS	29
DEATH BENEFIT	30
THE INCOME PHASE	34
NEW YORK CONTRACTS	38
TAXATION[TO BE UPDATEED]	41
OTHER TOPICS	51
STATEMENT OF ADDITIONAL INFORMATION	58
APPENDIX I–ILIAC Guaranteed Account	I-1
APPENDIX II–Fixed Account	II-1
APPENDIX III–Description of Underlying Funds	III-1
APPENDIX IV–Condensed Financial Information	IV-1


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


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


	% 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 %


	EXHIBIT INDEX
Item	Exhibit	Type#
24(b)(9)	Opinion and Consent of Counsel	EX-99.B9
24(b)(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
24(b)(14)	Powers of Attorney	EX-99.B14