Supplement Dated May 28, 2013
To The Current Prospectus and Statement of Additional Information For:
ING Focus Variable Annuity
Issued by ING USA Annuity and Life Insurance Company
Through Its Separate Account B
This supplement updates and amends certain information contained in your variable annuity Contract Prospectus
and Statement of Additional Information (“SAI”), each dated April 30, 2007, as amended, and any subsequent
supplements thereto. Please read it carefully and keep it with your current Contract Prospectus and SAI for future
reference.
NOTICE OF AND IMPORTANT INFORMATION REGARDING A FUND SUBSTITUTION
The following information directly below only affects you if you currently invest in the subaccount that
corresponds to the Fidelity® VIP Contrafund® Portfolio.
The Securities and Exchange Commission issued an order to permit the ING USA Annuity and Life Insurance
Company and its Separate 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.
X.90516-13GW		Page 1 of 6	May 2013

IMPORTANT INFORMATION REGARDING THE COMPANY
The first two paragraphs under the heading “ING USA Annuity and Life Insurance Company” in the
Prospectus and the entire disclosure under the heading “Description of ING USA Annuity and Life Insurance
Company” in the SAI are deleted and replaced with the following:
ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company, which was
originally incorporated in Minnesota on January 2, 1973. Until May 7, 2013, ING USA was a wholly owned indirect
subsidiary of ING Groep N.V. (“ING”), a global financial services holding company based in The Netherlands. ING
USA is authorized to sell insurance and annuities in all states, except New York and the District of Columbia. The
obligations under the Contract are solely the responsibility of ING USA Annuity and Life Insurance Company.
Pursuant to an agreement with the European Commission (“EC”), ING has agreed to divest itself of ING U.S., Inc.
and its subsidiaries, including ING USA (collectively “ING U.S.”), which constitutes ING’s U.S.-based retirement,
investment management and insurance operations. To effect this divestment, on May 7, 2013, ING completed an
initial public offering (“IPO”) of the common stock of ING U.S. While ING is currently the majority shareholder of
the common stock of ING U.S., pursuant to the agreement with the EC mentioned above 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.
IMPORTANT INFORMATION REGARDING THE INVESTMENT PORTFOLIOS
The following table reflects investment portfolio name changes since the date of your last prospectus supplement.
Fund Name Changes
Former Fund Name		New Fund Name
ING Invesco Van Kampen Comstock Portfolio		ING Invesco Comstock Portfolio
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 investment portfolios listed below may leave their contract value in these investments.
Closed Investment Portfolios
Fidelity® VIP Contrafund® Portfolio (Service Class 2)		ING Oppenheimer Global Portfolio (Class I)
ING Invesco Equity and Income Portfolio (Class I)		ING PIMCO Total Return Portfolio (Class S)
ING Large Cap Growth Portfolio (Class S)
Open Investment Portfolios
The following chart lists the mutual funds (“Funds”) that are, effective May 1, 2013, available through the contract,
along with each Fund’s investment adviser/subadviser and investment objective. During the accumulation phase,
you may allocate your premium payments and contract value to any of the Funds available under the contract. More
detailed information about these Funds can be found in the current prospectus and Statement of Additional
Information for each Fund.
The 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. You should consider the investment objectives, risks and
charges, and expenses of the Funds carefully before investing. Please refer to the Fund prospectuses for additional
information. Shares of the Funds will rise and fall in value and you could lose money by investing in the Funds.
Shares of the Funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution,
the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all Funds are
diversified, as defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of
X.90516-13GW	Page 2 of 6		May 2013

charge by contacting our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800)
366-0066, by accessing the SEC’s website or by contacting the SEC Public Reference Branch. If you received a
summary prospectus for any of the Funds available through your contract, you may obtain a full prospectus and
other Fund information free of charge by either accessing the internet address, calling the telephone number or
sending an email request to the email address shown on the front of the Fund’s summary prospectus.
Fund Name
Investment Adviser/ Subadviser		Investment Objective(s)
Fidelity Ò VIP Equity-Income Portfolio (Service Class 2)		Seeks reasonable income. Also considers the
		potential for capital appreciation. Seeks to achieve
Investment Adviser: Fidelity Management & Research		a yield which exceeds the composite yield on the
Company (“FMR”)		securities comprising the S&P 500® Index.
Subadvisers: FMR Co., Inc. (“FMRC”) and other
investment advisers
Franklin Small Cap Value Securities Fund (Class 2)		Seeks long-term total return. Under normal market
		conditions, the fund invests at least 80% of its net
Investment Adviser: Franklin Advisory Services, LLC		assets in investments of small capitalization
		companies.
ING American Century Small-Mid Cap Value Portfolio		Seeks long-term capital growth; income is a
(Class S)		secondary objective.
Investment Adviser: Directed Services LLC
Subadviser: American Century Investment
Management, Inc.
ING Balanced Portfolio (Class S)		Seeks total return consisting of capital appreciation
		(both realized and unrealized) and current income;
Investment Adviser: ING Investments, LLC		the secondary investment objective is long-term
Subadviser: ING Investment Management Co. LLC		capital appreciation.
ING Baron Growth Portfolio (Class S)		Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: BAMCO, Inc.
ING BlackRock Large Cap Growth Portfolio		Seeks long-term growth of capital.
(Class S)*
Investment Adviser: Directed Services LLC
Subadviser: BlackRock Investment Management, LLC
*Class I shares of this Fund are available only to those
investors who were invested in the Initial Class shares of
the ING American Century Select Portfolio as of
April 29, 2005. On April 27, 2007, the ING American
Century Select Portfolio merged into the ING BlackRock
Large Cap Growth Portfolio.
X.90516-13GW	Page 3 of 6	May 2013

Fund Name
Investment Adviser/ Subadviser		Investment Objective(s)
ING Columbia Contrarian Core Portfolio (Class S)		Seeks total return, consisting of long-term capital
		appreciation and current income.
Investment Adviser: Directed Services LLC
Subadviser: Columbia Management Investment
Advisers, LLC
ING Global Bond Portfolio (Class S)		Seeks to maximize total return through a
		combination of current income and capital
Investment Adviser: Directed Services LLC		appreciation.
Subadviser: ING Investment Management Co. LLC
ING Growth and Income Portfolio (Class S)		Seeks to maximize total return through
		investments in a diversified portfolio of common
Investment Adviser: ING Investments, LLC		stocks and securities convertible into common
Subadviser: ING Investment Management Co. LLC		stocks. It is anticipated that capital appreciation
		and investment income will both be major factors
		in achieving total return.
ING Index Plus LargeCap Portfolio (Class S)		Seeks to outperform the total return performance
		of the S&P 500 Index, while maintaining a market
Investment Adviser: ING Investments, LLC		level of risk.
Subadviser: ING Investment Management Co. LLC
ING Index Plus MidCap Portfolio (Class S)		Seeks to outperform the total return performance
		of the Standard and Poor’s MidCap 400 Index,
Investment Adviser: ING Investments, LLC		while maintaining a market level of risk.
Subadviser: ING Investment Management Co. LLC
ING Index Plus SmallCap Portfolio (Class S)		Seeks to outperform the total return performance
		of the Standard and Poor’s SmallCap 600 Index,
Investment Adviser: ING Investments, LLC		while maintaining a market level of risk.
Subadviser: ING Investment Management Co. LLC
ING Intermediate Bond Portfolio (Class S)		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
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 (Class S)		Seeks investment results (before fees and
		expenses) that correspond to the total return
Investment Adviser: ING Investments, LLC		(which includes capital appreciation and income)
Subadviser: ING Investment Management Co. LLC		of a widely accepted international index.
ING International Value Portfolio (Class S)		Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co. LLC
X.90516-13GW	Page 4 of 6	May 2013

Fund Name
Investment Adviser/ Subadviser		Investment Objective(s)
ING Invesco Comstock Portfolio (Class S)		Seeks capital growth and income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.
ING Invesco Equity and Income Portfolio (Class S)		Seeks total return, consisting of long-term capital
		appreciation and current income.
Investment Adviser: Directed Services LLC
Subadviser: Invesco Advisers, Inc.
ING JPMorgan Mid Cap Value Portfolio (Class S)		Seeks growth from capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: J.P. Morgan Investment Management Inc.
		Seeks high level of current income consistent with
ING Liquid Assets Portfolio (Class S)		the preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Subadviser: ING Investment Management Co. LLC
ING MFS Total Return Portfolio (Class S)		Seeks above-average income (compared to a
		portfolio entirely invested in equity securities)
Investment Adviser: Directed Services LLC		consistent with the prudent employment of capital
Subadviser: Massachusetts Financial Services Company		and secondarily, seeks reasonable opportunity for
		growth of capital and income.
ING MidCap Opportunities Portfolio (Class S)		Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co. LLC
ING Multi-Manager Large Cap Core Portfolio (Class S)		Seeks reasonable income and capital growth.
Investment Adviser: Directed Services LLC
Subadvisers: Columbia Management Investment
Advisers, LLC and The London Company of Virginia
d/b/a The London Company
ING Oppenheimer Global Portfolio (Class S)		Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: OppenheimerFunds, Inc.
ING PIMCO Total Return Bond Portfolio (Class S)		Seeks maximum total return, consistent with
		preservation of capital and prudent investment
Investment Adviser: Directed Services LLC		management.
Subadviser: Pacific Investment Management Company
LLC
X.90516-13GW	Page 5 of 6	May 2013

Fund Name
Investment Adviser/ Subadviser		Investment Objective(s)
ING Pioneer Mid Cap Value Portfolio (Class S)		Seeks capital appreciation.
Investment Adviser: Directed Services LLC
Subadviser: Pioneer Investment Management, Inc.
ING RussellTM Large Cap Growth Index Portfolio		Seeks investment results (before fees and
(Class S)		expenses) that correspond to the total return
		(which includes capital appreciation and income)
Investment Adviser: ING Investments, LLC		of the Russell Top 200® Growth Index.
Subadviser: ING Investment Management Co. LLC
ING Small Company Portfolio (Class S)		Seeks growth of capital primarily through
		investment in a diversified portfolio of common
Investment Adviser: ING Investments, LLC		stocks of companies with smaller market
Subadviser: ING Investment Management Co. LLC		capitalizations.
ING SmallCap Opportunities Portfolio (Class S)		Seeks long-term capital appreciation.
Investment Adviser: ING Investments, LLC
Subadviser: ING Investment Management Co. LLC
ING T. Rowe Price Diversified Mid Cap Growth		Seeks long-term capital appreciation.
Portfolio (Class S)
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price Equity Income Portfolio (Class S)		Seeks substantial dividend income as well as long-
		term growth of capital.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING T. Rowe Price Growth Equity Portfolio (Class S)		Seeks long-term capital growth, and secondarily,
		increasing dividend income.
Investment Adviser: Directed Services LLC
Subadviser: T. Rowe Price Associates, Inc.
ING Templeton Foreign Equity Portfolio (Class S)		Seeks long-term capital growth.
Investment Adviser: Directed Services LLC
Subadviser: Templeton Investment Counsel, LLC
Pioneer Equity Income VCT Portfolio (Class II)		Seeks current income and long-term growth of
		capital from a portfolio consisting primarily of
Investment Adviser: Pioneer Investment Management,		income producing equity securities of U.S.
Inc.		corporations.
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