Voya Insurance & Annuity POS AM Prospectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on April 19, 2012

Registration File No. 333-158928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

POST-EFFECTIVE AMENDMENT NO. 3

ING USA ANNUITY AND LIFE INSURANCE COMPANY

IOWA

(State or other jurisdiction of incorporation or organization)

41-0991508

(I.R.S. Employer Identification Number)

ING

1475 Dunwoody Drive

West Chester, PA 19380-1478

(610) 425-3400

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 

Nicholas Morinigo, Esq.

ING

1475 Dunwoody Drive

West Chester, PA 19380-1478

(610) 425-3447

(Name, address, including zip code, and telephone number, including area code, of agent for service) 

As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment
plans, please check the following box:¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box.þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.¨

If this Form is post-effective amendment filed pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto
that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check
the following box.¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act,
check the following box.¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.¨

Large accelerated filer¨	Accelerated Filer¨
Non-accelerated filerþ(Do not check if a smaller reporting company)	Smaller reporting company¨
PART I
INFORMATION REQUIRED IN PROSPECTUS

ING USA Annuity and Life Insurance Company 

Fixed Account II

April30, 2012

Fixed Account II (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of your
deferred combination variable and fixed annuity contract (the “Contract”) between you and ING USA Annuity and Life
Insurance Company (“ING USA,” the “Company,” “we” or “our”). The Fixed Account, which is a segregated asset account of
ING USA, provides a means for you to invest on a tax-deferred basis and earn a guaranteed interest rate for guaranteed interest
periods (Fixed Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We
generally offer several Fixed Interest Allocations at any one time. We reserve the right to limit the number of Fixed Interest
Allocations or the availability of certain Fixed Interest Allocations. The number of Fixed Interest Allocations offered may vary
by states, may not offer all Fixed Interest Allocations on all Contracts, and the rates for a given Fixed Interest Allocation may
vary among contracts. We set the interest rates periodically. We may credit a different interest rate for each Fixed Interest
Allocation. The interest you earn in the Fixed Account as well as your principal is guaranteed by ING USA, as long as you do
not take your money out before the maturity date for the applicable interest period. If you take your money out from a Fixed
Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value adjustment (“Market
Value Adjustment”). A Market Value Adjustment could increase or decrease your contract value and/or the amount you take
out. A surrender charge may also apply to withdrawals from your contract. You bear the risk that you may receive less than
your principal because of the Market Value Adjustment.

You have a right to return a contract for a refund as described in the variable annuity contract prospectus.

The variable annuity contract prospectus describes (the Contract) offered by ING USA. The Contract is available in connection
with certain retirement plans that qualify for special federal income tax treatment as well as those that do not qualify for such
treatment. Please refer to the Contract prospectus for more information.

This prospectus accompanies a Contract prospectus and provides information that you should know before investing in the
Fixed Account and should be kept for future reference. If you need more information after reading this prospectus, please
contact us at our Customer Service Center, P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066 or your
registered representative. Either prospectus is available without charge upon request. To obtain a copy of these documents,
write to or call our Customer Service Center or access the SEC’s website (http://www.sec.gov).

The Securities and Exchange Commission has not approved or disapproved these securities or passed upon the
adequacy of this prospectus. Any representation to the contrary is a criminal offense.

An investment in the Fixed Account is not a bank deposit and is not insured or guaranteed by any bank or by the
Federal Deposit Insurance Corporation or any other government agency.

This prospectus must be accompanied or preceded by a current prospectus for a variable Contract.

Fixed Account II

TABLE OF CONTENTS
	Page
FEES AND EXPENSES	1
ING USA ANNUITY AND LIFE INSURANCE COMPANY	1
FINANCIAL STATEMENTS	1
THE FIXED INTEREST ALLOCATION	1
SPECIAL FUNDS	4
THE ANNUITY CONTRACT	4
WITHDRAWALS	5
TRANSFERS AMONG YOUR INVESTMENTS	6
CHARGES AND FEES	7
DEATH BENEFIT AND OPTIONAL RIDERS	7
OTHER CONTRACT PROVISIONS	7
OTHER INFORMATION	7
APPENDIX A – Market Value Adjustment Examples	A1

Fixed Account II

i

FEES AND EXPENSES 

The variable Contract has insurance features and investment features, and there are charges related to each. For more 

information about these Contract fees and expenses please refer to the Contract prospectus. 

ING USA ANNUITY AND LIFE INSURANCE COMPANY 

ING USA Annuity and Life Insurance Company, is an Iowa stock life insurance company, which was originally incorporated 

in Minnesota on January 2, 1973. ING USA is a wholly owned subsidiary of Lion Connecticut Holdings Inc. (“Lion 

Connecticut”), which in turn is a wholly owned 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. 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 USA. 

Directed Services LLC, the distributor of the Contracts is also a wholly owned indirect subsidiary of ING. 

As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and insurance 

businesses by 2013. ING intends to achieve this separation by divestment of its insurance and investment management 

operations, including the Company. ING has announced that it will explore all options for implementing the separation 

including initial public offerings, sales or combinations thereof.On November 10, 2010, ING announced that ING and its U.S. 

insurance affiliates, including the Company, are preparing for a base case of an initial public offering (“IPO”) of the Company 

and its U.S.-based insurance and investment management affiliates. 

Our principal office is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380. 

Regulatory Matters 

As with many financial services companies, the Company and its affiliates periodically receive informal and formal requests 

for information from various state and federal governmental agencies and self-regulatory organizations in connection with 

examinations,inquiries,investigationsand auditsof the products and practices of the Company or the financial services 

industry. Some of these investigations and inquiries could result in regulatory action against the Company. The potential 

outcome of such action is difficult to predict but could subject the Company or its affiliates to adverse consequences, including, 

but not limited to, settlement payments, penalties, fines, and other financial liability.The potential economic consequences 

cannot be predicted, but management does not believe that the outcome of any such action will have a material adverse effect 

on the Company’s financial position or result of operations. 

It is the practice of the Company and its affiliates to cooperate fully in these matters.

FINANCIAL STATEMENTS 

The audited financial statements of ING USA Annuity and Life Insurance Company are incorporated by reference into this 

prospectus. 

THE FIXED INTEREST ALLOCATION 

You may allocate premium payments and transfer your Contract value to the available guaranteed interest periods of the Fixed 

Account during the accumulation period as described in the prospectus for the Contract. Every time you allocate money to the 

Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We reserve the right to limit 

the number of Fixed Interest Allocations or the availability of certain Fixed Interest Allocations. The number of Fixed Interest 

Allocations offered may vary by state, we may not offer all Fixed Interest Allocations on all Contracts, and the rates for a given 

Fixed Interest Allocation may vary among Contracts. You may select one or more guaranteed interest periods at any one 

time. We will credit your Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as 

you do not withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each 

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guaranteed interest period ends on its maturity date, which is the last day of the month in which the interest period is scheduled
to expire.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days before the
end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A Market Value
Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize, depending on current interest
rates at the time of the transaction. You bear the risk that you may receive less than your principal because of the Market
Value Adjustment.

Assets supporting amounts allocated to the Fixed Account are available to fund the claims of all classes of our customers,
contract owners and other creditors. Interests under your Contract relating to the Fixed Account are registered under the
Securities Act of 1933, but the Fixed Account is not registered.

Selecting a Guaranteed Interest Period
You may select one or more Fixed Interest Allocations with specified guaranteed interest periods. A guaranteed interest period
is the period that a rate of interest is guaranteed to be credited to your Fixed Interest Allocation. We may at any time decrease
or increase the number of guaranteed interest periods offered. In addition, we may offer DCA Fixed Interest Allocations,
which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with our dollar cost averaging
program. For more information on DCA Fixed Interest Allocations, see “Transfers Among Your Investments — Dollar Cost
Averaging from Fixed Interest Allocations.”

Your Contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as adjusted for
any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment. Your Fixed Interest
Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest period you selected when we
receive and accept your premium or reallocation of Contract value. We will credit interest daily at a rate that yields the quoted
guaranteed interest rate.

Guaranteed Interest Rates
Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out until its
maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different guaranteed
interest periods. We determine guaranteed interest rates at our sole discretion. To find out the current guaranteed interest rate
for a guaranteed interest period you are interested in, please contact our Customer Service Center or your registered
representative. The determination may be influenced by the interest rates on fixed income investments in which we may invest
with the amounts we receive under the Contracts. We will invest these amounts primarily in investment-grade fixed income
securities (i.e., rated by Standard & Poor’s rating system to be suitable for prudent investors) although we are not obligated to
invest according to any particular strategy, except as may be required by applicable law. You will have no direct or indirect
interest in these investments. We will also consider other factors in determining the guaranteed interest rates, including
regulatory and tax requirements, sales commissions and administrative expenses borne by us, general economic trends and
competitive factors. We cannot predict the level of future interest rate.

We may from time to time at our discretion offer interest rate specials for new premiums that are higher than the current base
interest rate then offered. Renewal rates for such rate specials will be based on the base interest rate and not on the special
rates initially declared.

Transfers from a Fixed Interest Allocation
You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with new
guaranteed interest periods, or to any of the subaccounts of ING USA Annuity and Life Insurance Company Separate Account
B, as described in the Contract prospectus. We will transfer amounts from your Fixed Interest Allocations starting with the
guaranteed interest period nearest its maturity date, until we have honored your transfer request.

The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. If a transfer request would reduce
the Contract value remaining in a Fixed Interest Allocation to less than $100, we will treat such transfer request as a request to
transfer the entire Contract value in such Fixed Interest Allocation. Transfers from a Fixed Interest Allocation may be subject
to a Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost
averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in such Fixed Interest
Allocation to the Liquid Assets subaccount, and such a transfer will be subject to a Market Value Adjustment.

On the maturity date of a guaranteed interest period, you may transfer amounts from the applicable Fixed Interest Allocation to
the subaccounts and/or to new Fixed Interest Allocations with guaranteed interest periods of any length we are offering at that

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time, if any. You may not, however, transfer amounts to any Fixed Interest Allocation with a guaranteed interest period that
extends beyond the annuity start date.

At least 30 calendar days before a maturity date of any of your Fixed Interest Allocations, or earlier if required by state law, we
will send you a notice of the guaranteed interest periods that are available. You must notify us which subaccounts or new
guaranteed interest periods you have selected before the maturity date of your Fixed Interest Allocations. If we do not receive
timely instructions from you, we will transfer the Contract value in the maturing Fixed Interest Allocation to a new Fixed
Interest Allocation with a guaranteed interest period that is the same as the expiring guaranteed interest period. If such
guaranteed interest period is not available or would go beyond the annuity start date, we will transfer your Contract value in the
maturing Fixed Interest Allocation to the next shortest guaranteed interest period which does not go beyond the annuity start
date. If no such guaranteed interest period is available, we will transfer the Contract value to a subaccount specially designated
by the Company for such purpose. Currently we use the Liquid Assets subaccount for such purpose.

Withdrawals from a Fixed Interest Allocation
During the accumulation phase, you may withdraw a portion of your Contract value in any Fixed Interest Allocation. You may
make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending on the frequency
chosen, from a Fixed Interest Allocation under our systematic withdrawal option. Systematic withdrawals from a Fixed Interest
Allocation are not permitted if such Fixed Interest Allocation is currently participating in the dollar cost averaging program. A
withdrawal from a Fixed Interest Allocation may be subject to a Market Value Adjustment and a Contract surrender charge.
Be aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax
consequences.

If you tell us the Fixed Interest Allocation from which your withdrawal will be made, we will assess the withdrawal against
that Fixed Interest Allocation. If you do not, we will assess your withdrawal against the subaccounts in which you are
invested, unless the withdrawal exceeds the Contract value in the subaccounts. If the withdrawal exceeds the Contract value in
those subaccounts, we will deduct your withdrawal from your Fixed Interest Allocations starting with the guaranteed interest
periods nearest their maturity dates until we have honored your request.

Market Value Adjustment
A Market Value Adjustment may decrease, increase or have no effect on your Contract value. We will apply a Market Value
Adjustment (i) whenever you withdraw or transfer money from a Fixed Interest Allocation (unless made within 30 days before
the maturity date of the applicable guaranteed interest period, or under the systematic withdrawal or dollar cost averaging
program) and (ii) if on the annuity start date a guaranteed interest period for any Fixed Interest Allocation does not end on or
within 30 days of the annuity start date.

We determine the Market Value Adjustment by multiplying the amount you withdraw, transfer or apply to an income plan by
the following factor:

	1+I	N/365
(	1+J+.0050	)	-1

Where, 

·“I” is the Index Rate for a Fixed Interest Allocation on the first day of the guaranteed interest period; 

·“J” is the Index Rate for a new Fixed Interest Allocation with a guaranteed interest period equal to the time remaining 

(rounded up to the next full year) in the guaranteed interest period, except for a Fixed Interest Allocation of 6 months, where 

“J” is, at the time of calculation, the lesser of the Index Rate for a new Fixed Interest Allocation with (i) a 6-month 

guaranteed interest period, or (ii) a 1-year guaranteed interest period; and 

·“N” is the remaining number of days in the guaranteed interest period at the time of calculation. 

The Index Rate is the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service for a period
equal to the applicable guaranteed interest period. The average currently is based on the period starting from the 22nd day of
the calendar month two months prior to the month of the Index Rate determination and ending the 21st day of the calendar
month immediately before the month of determination. We currently calculate the Index Rate once each calendar month but
have the right to calculate it more frequently. The Index Rate will always be based on a period of at least 28 days. If the Ask
Yields are no longer available, we will determine the Index Rate by using a suitable and approved, if required, replacement
method.

Fixed Account II

3

A Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates are rising, you bear
the risk that any Market Value Adjustment will likely be negative and reduce your Contract value. On the other hand, if
interest rates are falling, it is more likely that you will receive a positive Market Value Adjustment that increases your Contract
value. In the event of a full surrender, transfer or annuitization from a Fixed Interest Allocation, we will add or subtract any
Market Value Adjustment from the amount surrendered, transferred or annuitized. In the event of a partial withdrawal, transfer or
annuitization, we will add or subtract any Market Value Adjustment from the total amount withdrawn, transferred or annuitized
in order to provide the amount requested. If a negative Market Value Adjustment exceeds your Contract value in the Fixed
Interest Allocation, we will consider your request to be a full surrender, transfer or annuitization of the Fixed Interest
Allocation.

Several examples which illustrate how the Market Value Adjustment works are included in Appendix A.

SPECIAL FUNDS 

We use the term Special Funds in the discussion of the enhanced death benefit options and the optional riders in certain 

Contract prospectuses. The Special Funds currently include Fixed Interest Allocations and certain variable subaccounts as 

described in your Contract prospectus. The Company may, at any time, designate any new and/or existing investment option 

as a Special Fund with 30 days notice with respect to new premiums added or transfers to such subaccount. Designation of an 

investment option as a Special Fund may vary by benefit. For example, an investment option may be designated a Special 

Fund for purposes of calculating a living benefit, but not a death benefit or for calculating one death benefit and not another. 

Please see your Contract prospectus for more information. 

THE ANNUITY CONTRACT
The Contract is described in another prospectus. This prospectus describes the Fixed Account and the operations of any Fixed
Interest Allocation under your Contract.
Contract Value in the Fixed Interest Allocations.On the contract date, the Contract value in any Fixed Interest Allocation
in which you are invested is equal to the portion of the initial premium paid and designated for allocation to the Fixed Interest
Allocation. On each business day after the contract date, we calculate the amount of Contract value in each Fixed Interest
Allocation as follows:
1)	We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.
2)	We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.
3)	We add (1) and (2).
4)	We subtract from (3) any transfers from that Fixed Interest Allocation.
5)	We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium
	taxes.

Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest Allocation.
The Contract value on the date of allocation will be the amount allocated.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate
daily based on the interest credited to Fixed Interest Allocations, any Market Value Adjustment, and any surrender charge. We
do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash
surrender value as follows: we start with your Contract value, then we adjust for any Market Value Adjustment, and then we
deduct any surrender charge, any charge for premium taxes, the annual contract administrative fee (unless waived), and any
optional benefit rider charge, and any other charges incurred but not yet deducted. Several examples which illustrate how the
Market Value Adjustment works are included in Appendix A.

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WITHDRAWALS 

Any time during the accumulation phase and before the death of the contract owner, except under certain qualified contracts, 

you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than 90% of the cash 

surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we will treat it as a request to 

surrender the Contract. 

You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which amounts are to 

be withdrawn, otherwise the withdrawal will be made on a pro rata basis from all of the subaccounts in which you are invested. 

If there is not enough Contract value in the subaccounts, we will deduct the balance of the withdrawal from your Fixed Interest 

Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We 

will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before 

its maturity date. We will determine the Contract value as of the close of business on the day we receive your withdrawal 

request at our Customer Service Center. The Contract value may be more or less than the premium payments made. Please see 

the Contract prospectus for the application of surrender charges to withdrawals. 

We offer the following three withdrawal options: 

Regular Withdrawals 

After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We will apply a 

Market Value Adjustment to any regular withdrawal from a Fixed Interest Allocation that is taken more than 30 days before its 

maturity date. 

Systematic Withdrawals 

See the Contract prospectus for general information on Systematic Withdrawals. 

Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month, quarter, or year, 

depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value Adjustment, unless you have 

added the Fixed Dollar Systematic Withdrawal Feature discussed below and the payments exceed interest earnings. Systematic 

withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in 

connection with Section 72(q) and 72(t) distributions. A Fixed Interest Allocation may not participate in both the systematic 

withdrawal option and the dollar cost averaging program at the same time. 

         Fixed Dollar Systematic Withdrawal Feature.You may add the Fixed Dollar Systematic Withdrawal Feature to your 

regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal in a fixed 

dollar amount regardless of any Market Value Adjustments. Systematic withdrawals from Fixed Interest Allocations under the 

Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. We 

will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your 

interest earnings on the withdrawal date. We will adjust the amount withdrawn to include any Market Value Adjustment so 

that the amount of each systematic withdrawal remains fixed, unless you direct otherwise. 

IRA Withdrawals 

See the Contract prospectus for general information on IRA Withdrawals. 

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals will be 

subject to a Market Value Adjustment. 

Consult your tax adviser regarding the tax consequences associated with taking withdrawals.You are responsible for 

determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer reaches age 59½ may result 

in a 10% penalty tax. See “Federal Tax Considerations” in the Contract prospectus for more details. 

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TRANSFERS AMONG YOUR INVESTMENTS 

You may transfer your Contract value among the subaccounts in which you are invested and your Fixed Interest Allocations at 

the end of the free look period until the annuity start date. See the Contract prospectus for general information regarding 

transfers including transfers by third parties. We will apply a Market Value Adjustment to transfers from a Fixed Interest 

Allocation taken more than 30 days before its maturity date, unless the transfer is made under the dollar cost averaging 

program. Keep in mind that transfers between Special Funds and other investment portfolios may negatively impact your 

death benefit or rider benefits. 

If you allocate Contract value to an investment option that has been designated as a Restricted Fund, your ability to transfer 

Contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be permitted to the extent that it 

would increase the Contract value in the Restricted Fund to more than the applicable limits following the transfer. We do not 

limit transfers from Restricted Funds. If the result of multiple reallocations is to lower the percentage of total Contract value in 

the Restricted Fund, the reallocation will be permitted even if the percentage of Contract value in the Restricted Fund is greater 

than the limit. 

Transfers will be based on values at the end of the business day in which the transfer request is received at our Customer 

Service Center. 

The minimum amount that you may transfer is $100 or, if less, your entire Contract value held in a subaccount or a Fixed 

Interest Allocation. 

Dollar Cost Averaging from Fixed Interest Allocations 

You may elect to participate in our dollar cost averaging program in Fixed Account Interest Allocations starting 30 days after 

the Contract Date. The Fixed Interest Allocations serve as the source accounts from which we will, on a monthly basis, 

automatically transfer a set dollar amount of money to investment portfolio subaccounts selected by you. 

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer 

the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and 

fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over 

the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously 

investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods 

of fluctuating price levels. 

You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100. You may 

change the transfer amount once each contract year. 

Transfers from a Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value 

Adjustment. 

If you do not specify the subaccounts to which the dollar amount of the source account is to be transferred, we will transfer the 

money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as 

your contract date. If, on any transfer date, your Contract value in a source account is equal or less than the amount you have 

elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost 

averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next 

transfer date. A Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic 

withdrawals at the same time. 

See “Dollar Cost Averaging” in the Contract prospectus for a discussion of transferring to a Restricted Fund. 

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from the 

dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such change will not affect 

any dollar cost averaging programs in operation at the time. 

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CHARGES AND FEES 

The Contract has insurance features and investment features, and there are charges related to each. For the insurance features, 

the Company deducts a mortality and expense risk charge, an asset-based administrative charge, and an annual contract 

administrative charge. Depending on your Contract, you may also be able to purchase optional benefit riders, charges for 

which are deducted from your Contract value. We deduct the mortality and expense risk charge and the asset-based 

administrative charges daily directly from your Contract value in the subaccounts. We deduct the charge for the earnings 

multiplier benefit rider, if applicable, from your Fixed Interest Allocations as well. 

When deducting the other contract charges and rider charges, if the value in the subaccounts is insufficient, the contract charges 

and rider charge will be deducted from the Fixed Interest Allocations starting with the guaranteed interest periods nearest their 

maturity dates until the charge has been paid and the amount deducted may be subject to a Market Value Adjustment. See the 

Contract prospectus for more information. 

DEATH BENEFIT AND OPTIONAL RIDERS 

Please refer to your Contract prospectus for descriptions of benefits under the Contract and the effect of your Fixed Interest 

Allocations on those benefits. For purposes of calculating the death benefits, certain investment portfolios and the Fixed 

Account may be designated as “Special Funds.” Selecting a Special Fund may limit or reduce the death benefit. 

OTHER CONTRACT PROVISIONS 

Suspension of Payments 

We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months. 

OTHER INFORMATION 

State Regulation 

We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and regulations 

of all jurisdictions where we do business. We are required to submit annual statements of our operations, including financial 

statements, to the Insurance Departments of the various jurisdictions in which we do business to determine solvency and 

compliance with state insurance laws and regulations. 

Legal Proceedings 

The Company is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to 

the climate in insurance and business litigation/arbitration, suits against the Company sometimes include claims for substantial 

compensatory, consequential or punitive damages and other types of relief. Moreover, certain claims are asserted as class 

actions, purporting to represent a group of similarly situated individuals. While it is not possible to forecast the outcome of 

such lawsuits/arbitrations, in light of existing insurance, reinsurance and established reserves, it is the opinion of management 

that the disposition of such lawsuits/arbitrations will not have a materially adverse effect on the Company’s operations or 

financial position. 

Directed Services LLC, the principal underwriter and distributor of the contract, is a party to threatened or pending 

lawsuits/arbitration that generally arise from the normal conduct of business. Some of these suits may seek class action status 

and sometimes include claims for substantial compensatory, consequential or punitive damages and other types of relief. 

Directed Services LLC is not involved in any legal proceeding that in the opinion of management, is likely to have a material 

adverse effect on its ability to distribute the contract. 

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7

Experts
The financial statements of the Company appearing in the Company’s Annual Report on Form 10-K for the year ended December
31, 2011(including schedules appearing therein), have been audited by Ernst & Young LLP, independent registered public
accounting firm, as stated in their reports, which are incorporated by reference, and incorporated in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.

Further Information
This prospectus does not contain all of the information contained in the registration statement of which this prospectus is a part.
Portions of the registration statement have been omitted from this prospectus as allowed by the Securities and Exchange
Commission (SEC). You may obtain the omitted information from the offices of the SEC, as described below. We are
required by the Securities Exchange Act of 1934(the “Exchange Act”), as amended,to file periodic reports and other
information with the SEC. You may inspect or copy information concerning the Company at the Public Reference Room of
the SEC at:

Securities and Exchange Commission 

100 F Street, NE, Room 1580

Washington, DC 20549

You may also obtain copies of these materials at prescribed rates from the Public Reference Room of the above office. More
information on the operation of the Public Reference Room is available by calling the SEC at either 1-800-SEC-0330 or 1-202-
942-8090.

Our filings are available to the public on the SEC’s website at www.sec.gov. We also make our filings available on our
website athttp://ing.us/about-ing/company-overview/financial-reports. (These uniform resource locators (URLs) are inactive
textual references only and are not intended to incorporate the SEC website or our website into this prospectus.) When looking
for more information about the Contract, you may find it useful to use the number assigned to the registration statement under
the Securities Act of 1933. This number is 333-158928.

Incorporation of Certain Documents by Reference
The SEC allows us to “incorporate by reference” information that we file with the SEC into this prospectus, which means that
incorporated documents are considered part of this prospectus. We can disclose important information to you by referring you
to those documents. This prospectus incorporates by reference the Annual Report on Form 10-K for the year ended December
31, 2011. Form 10-K contains additional information about the Company and includes certified financial statements as of
December 31, 2011and 2010, and for each of the three years in the period ended December 31, 2011. We were not
required to file any other reports pursuant to Sections 13(a) or 15(d) of the Exchange Act since December 31,
2011.All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus.

You may request a free copy of any documents incorporated by reference in this prospectus (including any exhibits that are
specifically incorporated by reference in them). Please direct your request to:

ING

Customer Service Center 

P.O. Box 9271

Des Moines, Iowa 50306-9271 

1-800-366-0066

Inquiries
You may contact us directly by writing or calling us at the address or phone number shown above.

Fixed Account II

8

APPENDIX A 

Market Value Adjustment Examples 

Example #1: Full Surrender¾Example of a Negative Market Value Adjustment
Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an initial
Index Rate (“I”) of 5%; that a full surrender is requested 3 years into the guaranteed interest period; that the Account Value on
the date of surrender is $115,000; that the then Index Rate for a 7-year guaranteed interest period (“J”) is 6%; and that no prior
transfers or withdrawals affecting this Fixed Interest Allocation have been made.

Calculate the Market Value Adjustment
1. N = 2,555 ( 365 x 7 )
2. Market Value Adjustment = $115,000x	[(	1.05	)2,555/365	-1	]=$-10,870
		1.0650

Therefore, the amount paid to you on full surrender, ignoring any surrender charge, is $104,130
($115,000 - $10,870).

Example #2: Full Surrender¾Example of a Positive Market Value Adjustment
Assume $100,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an initial
Index Rate (“I”) of 5%; that a full surrender is requested 3 years into the guaranteed interest period; that the Account Value on
the date of surrender is $115,000; that the then Index Rate for a 7-year guaranteed interest period (“J”) is 4%; and that no prior
transfers or withdrawals affecting this Fixed Interest Allocation have been made.

Calculate the Market Value Adjustment
1. N = 2,555 ( 365 x 7 )
2. Market Value Adjustment = $115,000x	[(	1.05	)2,555/365	-1	]=$3,907
		1.0450

Therefore, the amount paid to you on full surrender, ignoring any surrender charge, is $118,907
($115,000 + $3,907).

Example #3: Withdrawal¾Example of a Negative Market Value Adjustment
Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an initial
Index Rate (“I”) of 5%; that a withdrawal of $128,000 is requested 3 years into the guaranteed interest period; that the Account
Value on the date of withdrawal is $250,000; that the then Index Rate (“J”) for a 7-year guaranteed interest period is 6%; and
that no prior transfers or withdrawals affecting this Fixed Interest Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount requested.

1.	N = 2,555 ( 365 x 7 )		1.05
	2. Amount that must be withdrawn =	[$128,000/	(1.0650	)2,555/365	]=$141,362

Then calculate the Market Value Adjustment on that amount.

3.	Market Value Adjustment = $141, 362x	[(	1.05	)2,555/365	-1	]=$-13,362
			1.0650

Fixed Account II

A-1

Therefore, the amount of the withdrawal paid to you, ignoring any surrender charge, is $128,000, as requested. The Fixed
Interest Allocation will be reduced by the amount of the withdrawal, $128,000, and also reduced by the Market Value
Adjustment of $13,362, for a total reduction in the Fixed Interest Allocation of $141,362.

Example #4: Withdrawal¾Example of a Positive Market Value Adjustment
Assume $200,000 was allocated to a Fixed Interest Allocation with a guaranteed interest period of 10 years, an initial
Index Rate of 5%; that a withdrawal of $128,000 requested 3 years into the guaranteed interest period; that the Account Value
on the date of withdrawal is $250,000; that the then Index Rate (“J”) for a 7-year guaranteed interest period is 4%; and that no
prior transfers or withdrawals affecting this Fixed Interest Allocation have been made.

First calculate the amount that must be withdrawn from the Fixed Interest Allocation to provide the amount requested.

1.	N = 2,555 ( 365 x 7 )		1.05
	2. Amount that must be withdrawn =	[$128,000/	(1.0450	)2,555/365	]=$123,794

Then calculate the Market Value Adjustment on that amount.

3.	Market Value Adjustment = $123,794x	[(	1.05	)2,555/365	-1	]=$4,206
			1.0450

Therefore, the amount of the withdrawal paid to you, ignoring any surrender charge, is $128,000, as requested. The Fixed
Interest Allocation will be reduced by the amount of the withdrawal, $128,000, but increased by the Market Value Adjustment
of $4,206, for a total reduction in the Fixed Interest Allocation of $123,794.

Fixed Account II

A-2

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS 

Item 14. Other Expenses of Issuance and Distribution
Not Applicable
Item 15. Indemnification of Directors and Officers
ING USA Annuity and Life Insurance Company (ING USA) shall indemnify (including therein the prepayment of
expenses) any person who is or was a director, officer or employee, or who is or was serving at the request of ING
USA as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise for
expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him with respect to any threatened, pending or completed action, suit or proceedings against him by
reason of the fact that he is or was such a director, officer or employee to the extent and in the manner permitted by
law.
ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving ING USA in
any capacity. The Board of Directors shall have the power and authority to determine who may be indemnified
under this paragraph and to what extent (not to exceed the extent provided in the above paragraph) any such person
may be indemnified.
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 Iowa,ING America Insurance Holdings, Inc. maintains
Professional Liability and fidelity bond insurance policies issued by an international insurer. The policies cover ING
America Insurance Holdings, Inc. and any company in which ING America Insurance Holdings, 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 America Insurance Holdings, 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”).
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant, as provided above or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification by the Depositor is against public policy, as expressed
in the Securities Act of 1933, and therefore may be unenforceable. In the event that a claim of such indemnification
(except insofar as it provides for the payment by the Depositor of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding) is asserted against the Depositor by
such director, officer or controlling person and the SEC is still of the same opinion, the Depositor or 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 the Depositor is against public policy as
expressed by the Securities Act of 1933 and will be governed by the final adjudication of such issue.
Item 16. Exhibits
Exhibits:
1(i)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between
	Directed Services LLC and ING USA Annuity and Life Insurance Company, incorporated
	herein by reference to Post Effective Amendment No. 55 to a Registration Statement on Form
	N4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on April 6, 2011 (File Nos. 333-28679, 811-05626).
1(ii)	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010) between ING
	Investment Management Co. LLC and ING USA Annuity and Life Insurance Company,
	incorporated herein by reference to Post Effective Amendment No. 55 to a Registration
	Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account
	B filed with the Securities and Exchange Commission on April 6, 2011 (File Nos. 333-28679,
	811-05626).

4(a)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-05626).
4(b)	Group Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-05626).
4(c)	Individual Deferred Variable Annuity Contract, incorporated herein by reference to Post-
	Effective Amendment No. 3 to a Registration Statement on Form N-4 for Golden American
Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 23, 1999 (File Nos. 333-28769, 811-05626).
4(d)	Deferred Combination Variable and Fixed Annuity Certificate, incorporated herein by
	reference to Post-Effective Amendment No. 3 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811-05626).
4(e)	Deferred Combination Variable and Fixed Annuity Group Master Contract, incorporated herein
	by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
4(f)	Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract,
incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration
	Statement on Form N-4 for Golden American Life Insurance Company Separate Account B
	filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-
	30180, 811-05626).
4(g)	Flexible Premium Individual Deferred Variable Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
4(h)	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, incorporated
	herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form
N-4 for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
4(i)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 5 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company for Separate Account B filed with the Securities
	and Exchange Commission on April 23, 1999 (File Nos. 333-28755, 811-05626).
4(j)	Group Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 5 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company for Separate Account B filed with the Securities
	and Exchange Commission on April 23, 1999 (File Nos. 333-28755, 811-05626).
4(k)	Individual Deferred Variable Annuity Contract, incorporated herein by reference to Post-
	Effective Amendment No. 5 to a Registration Statement on Form N-4 for Golden American
	Life Insurance Company for Separate Account B filed with the Securities and Exchange
	Commission on April 23, 1999 (File Nos. 333-28755, 811-05626).
4(l)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 1 to a Registration Statement on N-4 for Golden
	American Life Insurance Company for Separate Account B filed with the Securities and
Exchange Commission on or about April 23, 1999 (File Nos. 333-66757, 811-05626).

4(m)	Group Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 1 to a Registration Statement on N-4 for Golden
	American Life Insurance Company for Separate Account B filed with the Securities and
Exchange Commission on or about April 23, 1999 (File Nos. 333-66757, 811-05626).
4(n)	Individual Deferred Variable Annuity Contract, incorporated herein by reference to Post-
	Effective Amendment No. 1 to a Registration Statement on N-4 for Golden American Life
Insurance Company for Separate Account B filed with the Securities and Exchange
	Commission on or about April 23, 1999 (File Nos. 333-66757, 811-05626).
4(o)	Deferred Combination Variable and Fixed Annuity Group Master Contract, incorporated herein
	by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on October 26, 2001 (File Nos. 333-63692, 811-05626).
4(p)	Flexible Premium Deferred Combination Variable and Fixed Annuity Contract, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-
	4 for Golden American Life Insurance Company Separate Account B filed with the Securities
and Exchange Commission on October 26, 2001 (File Nos. 333-63692, 811-05626).
4(q)	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-
	4 for Golden American Life Insurance Company Separate Account B filed with the Securities
and Exchange Commission on October 26, 2001 (File Nos. 333-63692, 811-05626).
4(r)	Deferred Combination Variable and Fixed Annuity Group Master Contract, incorporated herein
	by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-05626).
4(s)	Flexible Premium Deferred Combination Variable and Fixed Annuity Contract, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-
	4 for Golden American Life Insurance Company Separate Account B filed with the Securities
and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-05626).
4(t)	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-
	4 for Golden American Life Insurance Company Separate Account B filed with the Securities
and Exchange Commission on December 11, 2001 (File Nos. 333-70600, 811-05626).
4(u)	Group Deferred Combination Variable and Fixed Annuity Master Contract, incorporated herein
	by reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 16, 2003 (File Nos. 333-90516, 811-05626).
4(v)	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated herein by
	reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 16, 2003 (File Nos. 333-90516, 811-05626).
4(w)	Deferred Combination Variable and Fixed Annuity Certificate, incorporated herein by
	reference to Post-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on April 16, 2003 (File Nos. 333-90516, 811-05626).
4(x)	Deferred Combination Variable and Fixed Annuity Group Master Contract, incorporated herein
	by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4 for
	Golden American Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on July 3, 2003 (File Nos. 333-101481, 811-05626).

	4(y)	Flexible Premium Deferred Combination Variable and Fixed Annuity Contract, incorporated
		herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-
		4 for Golden American Life Insurance Company Separate Account B filed with the Securities
and Exchange Commission on July 3, 2003 (File Nos. 333-101481, 811-05626).
	4(z)	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, incorporated
		herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-
		4 for Golden American Life Insurance Company Separate Account B filed with the Securities
and Exchange Commission on July 3, 2003 (File Nos. 333-101481, 811-05626).
	4(aa)	Company Address and Name Change Endorsement, incorporated herein by reference to Post-
		Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity
		and Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	5	Opinion as to Legality, attached.
	23(i)	Consent of Independent Registered Public Accounting Firm, attached.
	23(ii)	Consent of Legal Counsel (included in Exhibit (5) above).
	24	Powers of Attorney, attached.
Exhibits other than those listed above are omitted because they are not required or are not applicable.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes as follows, pursuant to Reg. 229.512. Item 512 of Regulation S-K:
(a)	Rule 415 offerings.
	(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-
		effective amendment shall be deemed to be a new registration statement relating to the securities
		offered therein, and the offering of such securities at that time shall be deemed to be the initial
		bona fide offering thereof.
	(3)	To remove from registration by means of a post-effective amendment any of the securities being
		registered which remain unsold at the termination of the offering.
	(5)(ii)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser,
		each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an
		offering, other than registration statements relaying on Rule 430B or other than prospectuses filed
		in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
		as of the date it is first used after effectiveness. Provided, however, that no statement made in a
		registration statement or prospectus that is part of the registration statement or made in a document
		incorporated or deemed incorporated by reference into the registration statement or prospectus that
		is part of the registration statement will, as to a purchaser with a time of contract of sale prior to
		such first use, supersede or modify any statement that was made in the registration statement or
		prospectus that was part of the registration statement or made in any such document immediately
		prior to such date of first use.
	(6)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to
		any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that
		in a primary offering of securities of the undersigned registrant pursuant to this registration
		statement, regardless of the underwriting method used to sell the securities to the purchaser, if the
		securities are offered or sold to such purchaser by means of any of the following communications,
		the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
		such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the
		offering required to be filed pursuant to Rule 424;
	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the
		undersigned registrant or used or referred to by the undersigned registrant;
	(iii)	The portion of any other free writing prospectus relating to the offering containing
		material information about the undersigned registrant or its securities provided by or on
		behalf of the undersigned registrant; and
	(iv)	Any other communication that is an offer in the offering made by the undersigned
		registrant to the purchaser.
(b)	Filings incorporating subsequent Exchange Act documents by reference: The undersigned registrant
	hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
	filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
	Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to
	Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
	statement shall be deemed to be a new registration statement relating to the securities offered therein, and
	the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h)	Request for Acceleration of Effective Date: Insofar as indemnification for liabilities 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 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.

SIGNATURES 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth
of Pennsylvania, on April 19, 2012.

By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Registrant)
By:
	Michael S. Smith*
	President and Director (principal executive officer)
By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities indicated on April 19, 2012.

Signatures	Titles
	President and Director
Michael S. Smith*	(principal executive officer)
	Director and Chairman
Parick G. Flynn*
	Senior Vice President and Chief Accounting Officer
Steven T. Pierson*
	Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*
	Director
Donald W. Britton *
	Director
Robert G. Leary*
	Director
Mary (Maliz) E. Beams*
	Director
Rodney O. Martin*
Alain M. Karaoglan*	Director

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

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.

EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
16(5)	Opinion as to Legality	EX-5
16(23)(i)	Consent of Independent Registered Public Accounting Firm	EX-23.i
16(23)(ii)	Consent of Legal Counsel	*
16(24)	Powers of Attorney	EX-24
*Included in Exhibit 5 above