Ing Strategic Allocation Portfolios N-CSRS Certified semi-annual shareholder report (management investment company)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-8934

ING Strategic Allocation Portfolios, Inc.

(Exact name of registrant as specified in charter)

7337 E. Doubletree Ranch Rd., Scottsdale, AZ	85258
(Address of principal executive offices)	(Zip code)

The Corporation Trust Incorporated,

300 E. Lombard Street,

Baltimore, MD 21201

(Name and address of agent for service)

Registrant’s telephone number, including area code: 1-800-992-0180

Date of fiscal year end: December 31

Date of reporting period: January 1, 2012 to June 30, 2012

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to stockholders pursuant to Rule 30e-1 under the Act (17 CFR 270.30e-1):

Semi-Annual Report

June 30, 2012

Classes I and S

Strategic Allocation Funds-of-Funds

n ING Strategic Allocation Conservative Portfolio

n ING Strategic Allocation Growth Portfolio

n ING Strategic Allocation Moderate Portfolio

E-Delivery Sign-up – details inside

This report is submitted for general information to shareholders of the ING Funds. It is not authorized for distribution to prospective shareholders unless accompanied or preceded by a prospectus which includes details regarding the funds’ investment objectives, risks, charges, expenses and other information. This information should be read carefully.

MUTUAL FUNDS

TABLE OF CONTENTS

President's Letter	1
Market Perspective	2
Shareholder Expense Examples	4
Statements of Assets and Liabilities	5
Statements of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights	9
Notes to Financial Statements	11
Portfolios of Investments	18

PROXY VOTING INFORMATION

A description of the policies and procedures that the Portfolios use to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; (2) on the ING Funds’ website at www.inginvestment.com; and (3) on the U.S. Securities and Exchange Commission’s (“SEC’s”) website at www.sec.gov. Information regarding how the Portfolios voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the ING Funds’ website at www.inginvestment.com and on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

The Portfolios file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. This report contains a summary portfolio of investments for certain Portfolios. The Portfolios’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Portfolios’ Forms N-Q may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC, and information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330. The Portfolios’ Forms N-Q, as well as a complete portfolio of investments, are available without charge upon request from the Portfolios by calling Shareholder Services toll-free at (800) 992-0180.

PRESIDENT’S LETTER

Shorter cycles and faster turns

Dear Shareholder,

Has the character of financial markets changed over the past few years? Investors seem to react to daily headlines rather than evolving investment fundamentals, producing a herd mentality that can amplify market volatility. Switches into and out of risky assets now occur in days rather than months or years; these “risk-on” and “risk-off” periods can be intense, at times leaving few places to hide.

We think the reasons for volatile investor behavior can be found in current macroeconomic conditions, which are marked by high levels of government debt in most of the developed world and concerns about a global slowdown. Meanwhile, policymakers have a limited range of options with which to combat downturns. With short-term interest rates already near zero, there is little room for central banks to

stimulate economic growth via traditional monetary policy. Fiscal policy — spending and taxes — is also hamstrung given elevated sovereign debt levels.

As a result, a number of central banks have resorted to quantitative easing (“QE”), a technique that involves the purchase of financial assets directly from banks rather than the purchase or sale of government bonds. This action increases the banks’ excess reserves and lowers the yield on the assets bought. QE thus can help fuel the economic engine when it starts to sputter, but typically with a minimal inflationary impact since the extra money is not spent in the real economy. The drawback is that the impact of QE is much shorter lived than that of the traditional tools. Nonetheless, given the lack of alternatives, it’s quite possible central banks — including the U.S. Federal Reserve — will undertake new rounds of QE should economic conditions dictate. Anticipation of these measures is likely to increase investor uncertainty and intensify risk-on/risk-off activity.

How should investors respond to these conditions? We think most investors would be best served by focusing on the long term and keeping their investments aligned with their goals. Discuss investment ideas and portfolio changes thoroughly with your investment advisor before taking any action. We appreciate your continued confidence in ING Funds, and we look forward to serving your investment needs in the future.

Sincerely,

Shaun Mathews

President and Chief Executive Officer

ING Funds

July 27, 2012

The views expressed in the President’s Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaims any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice.

International investing poses special risks including currency fluctuation, economic and political risks not found in investments that are solely domestic.

1

MARKET PERSPECTIVE:  SIX MONTHS ENDED JUNE 30, 2012

In the early part of our new fiscal year, improved economic and financial conditions produced the best first quarter performance since 1998 for global equities, represented by the MSCI World Index^SM measured in local currencies including net reinvested dividends. But from there global equities retreated as, for the third straight year, the basis of the earlier optimism was undermined by events. For the first half of the fiscal year, the MSCI World Index^SM Index gained 6.45%. (The MSCI World Index^SM returned 5.91% for the six months ended June 30, 2012, measured in U.S. dollars.)

Much of the first quarter’s upbeat sentiment rested on a sharp improvement in the employment situation, probably the most important driver of economic activity. By March, the Bureau of Labor Statistics had announced a three-month average of 245,000 new jobs created and the unemployment rate down to 8.3%. The deterioration was fast however, culminating in the June report which showed only 69,000 jobs created the prior month with the three month average down to 96,000. While the unemployment rate was pared to 8.2%, the labor force participation rate languished near decades-low levels.

By the end of June, the trend in other economic statistics was mixed to negative. Retail sales and factory orders had fallen for two months. Indices of manufacturing activity in the New York and Philadelphia areas were slumping, although the Chicago region’s index edged up. Personal spending and wages & salaries were practically stagnant. Gross domestic product (“GDP”) growth decelerated to 1.9% (quarter-over-quarter annualized) from 3.0%.

The Federal Reserve seemed to be out of ammunition. Its June announcement that it would extend its “Operation Twist” program left markets unimpressed.

A glimmer of better, or at least less bad news, came from the housing market. New and pending home sales bounced from low levels, while the latest S&P/Case-Shiller 20-City Composite Home Price Index was down 1.9% from the prior year, the smallest decline since November 2010.

Also clearly slowing was China, responsible for much of global GDP growth in recent years. GDP increased by 8.1% in the first quarter of 2012 over the same quarter in 2011, the lowest rise since the second quarter of 2009.

But the euro zone’s enduring sovereign debt crisis continued to move markets the most. The European Central Bank’s €1 trillion in cheap three-year loans to more than 800 banks under its Longer Term Refinancing Operations (“LTRO”) was initially perceived to reduce the risk of bank failures. But disillusionment soon set in, focused on Spain, with its uncompetitive markets, restrictive practices, nearly 25% unemployed and shaky banking system. A growing backlash against fiscal austerity became evident. Inconclusive May elections in Greece presaged further elections in June, from which pro-euro parties were unenthusiastically elected to form a government.

Matters came to a head after a recapitalization bailout for Spanish banks worth up to €100 billion was finally requested in June. This was approved by euro zone leaders, but market relief lasted literally hours, as the unsatisfactory features of the likely operation emerged.

In the last few days of June, leaders held yet another “summit” meeting to address these issues, and this time delivered a package of measures that exceeded admittedly rock-bottom expectations. A single bank supervisory mechanism would be

initiated with the first proposals considered by the end of 2012. Thereafter loans from European stability funds would be made directly to Spanish banks and would not have senior status.

Investor approval of these measures sent global equities up 2.40% on the last day of June. The euro zone’s deeper seated problems remain to be solved.

In U.S. fixed-income markets, the Barclays Capital U.S. Aggregate Bond Index of investment grade bonds rose 2.37% in the six months through June, mostly in the later months as conditions deteriorated. The Barclays Capital U.S. Corporate Investment Grade Bond sub-index returned 4.65%, ahead of the Barclays Capital U.S. Treasury sub-index which returned 1.51%, with the Barclays Capital Mortgage-Backed Securities sub-index little better at 1.66%. The Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index produced an equity-like return of 7.23%.

U.S. equities, represented by the S&P 500^® Index including dividends, rose 9.49% in the first half of the fiscal year, despite Goldman Sachs’ recommendation on June 21^st to sell the index short. Adding to the caution was the likelihood that index companies would record barely positive annual earnings growth in the second quarter. By sector, the order of merit changed markedly over the period, but when it was over, telecommunications stood at the top, returning 16.51%, while the only losing sector was energy, down 2.34%.

In currency markets, after early weakness, the ongoing euro zone crisis drove the U.S. dollar up 3.93% against the euro. The U.S. dollar was little changed against the pound, slipping 0.62%, but gained 2.64% on the yen, amid suspicions of Bank of Japan intervention during periods of yen strength.

In international markets, the MSCI Japan^® Index rose 6.96% for the half year, well off its best levels. Early optimism about the Bank of Japan’s newly adopted inflation target and increased asset purchases was eroded by the euro zone crisis and the slowdown in China. The MSCI Europe ex UK^® Index added 3.79%, courtesy of a final-day boost worth 3.80%, pursuant to the events at the end of June described above. Initial relief from LTRO had proved all too short, while sentiment was also depressed by flat to falling GDP and unemployment breaching 11%. The MSCI UK^® Index rose a comparatively muted 2.41% as the U.K.’s more heavily weighted energy and materials companies underperformed their continental European competitors, while the U.K. economy re-entered recession in the face of sagging construction activity and austerity measures aimed at cutting the budget deficit.

Parentheses denote a negative number.

All indices are unmanaged and investors cannot invest directly in an index. Past performance does not guarantee future results. The performance quoted represents past performance. Investment return and principal value of an investment will fluctuate, and shares, when redeemed, may be worth more or less than their original cost. The Portfolios’ performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.inginvestment.com to obtain performance data current to the most recent month end.

Market Perspective reflects the views of ING’s Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

2

BENCHMARK DESCRIPTIONS

Index	Description
MSCI World IndexSM	An unmanaged index that measures the performance of over 1,400 securities listed on exchanges in the U.S., Europe, Canada, Australia, New Zealand and the Far East.
S&P/Case-Shiller 20-City Composite Home Price Index	A composite index of the home price index for the top 20 Metropolitan Statistical Areas in the United States. The index is published monthly by Standard & Poor’s.
Barclays Capital U.S. Aggregate Bond Index	An unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.
Barclays Capital U.S. Corporate Investment Grade Bond Index	An unmanaged index consisting of publicly issued, fixed rate, nonconvertible, investment grade debt securities.
Barclays Capital Mortgage-Backed Securities Index	An unmanaged index comprising 15- and 30-year fixed-rate securities backed by mortgage pools of the Government National Mortgage Association, Federal National Mortgage Association and the Federal Home Loan Mortgage.
Barclays Capital U.S. Treasury Index	An unmanaged index that includes public obligations of the U.S. Treasury. Treasury bills, certain special issues, such as state and local government series bonds (SLGs), as well as U.S. Treasury TIPS and STRIPS, are excluded.
Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index	An unmanaged index that includes all fixed-income securities having a maximum quality rating of Ba1, a minimum amount outstanding of $150 million, and at least one year to maturity.
S&P 500® Index	An unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.
MSCI Japan® Index	A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.
MSCI Europe ex UK® Index	A free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.
MSCI UK® Index	A free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.

3

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

As a shareholder of a Portfolio, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, redemption fees, and exchange fees; and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Portfolio expenses. These Examples are intended to help you understand your ongoing costs (in dollars) of investing in a Portfolio and to compare these costs with the ongoing costs of investing in other mutual funds.

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2012 to June 30, 2012. The Portfolios’ expenses are shown without the imposition of any sales charges or fees. Expenses would have been higher if such charges were included.

Actual Expenses

The left section of the table shown below, “Actual Portfolio Return,” provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The right section of the table shown below, “Hypothetical (5% return before expenses),” provides information about hypothetical account values and hypothetical expenses based on a Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not a Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Actual Portfolio Return									Hypothetical (5% return before expenses)
	Beginning Account Value January 01, 2012		Ending Account Value June 30, 2012		Annualized Expense Ratio*			Expenses Paid During the Period Ended June 30, 2012**		Beginning Account Value January 01, 2012		Ending Account Value June 30, 2012		Annualized Expense Ratio*			Expenses Paid During the Period Ended June 30, 2012**
ING Strategic Allocation Conservative Portfolio
Class I	$	1,000.00	$	1,054.60		0.06	%	$	0.31	$	1,000.00	$	1,024.57		0.06	%	$	0.30
Class S		1,000.00		1,052.30		0.31			1.58		1,000.00		1,023.32		0.31			1.56
ING Strategic Allocation Growth Portfolio
Class I	$	1,000.00	$	1,062.00		0.05	%	$	0.26	$	1,000.00	$	1,024.61		0.05	%	$	0.25
Class S		1,000.00		1,061.00		0.30			1.54		1,000.00		1,023.37		0.30			1.51
ING Strategic Allocation Moderate Portfolio
Class I	$	1,000.00	$	1,056.80		0.08	%	$	0.41	$	1,000.00	$	1,024.47		0.08	%	$	0.40
Class S		1,000.00		1,057.10		0.33			1.69		1,000.00		1,023.22		0.33			1.66

* Expense ratios do not include expenses of the underlying funds.

** Expenses are equal to each Portfolio’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 182/366 to reflect the most recent fiscal half-year.

4

STATEMENTS OF ASSETS AND LIABILITIESASOF JUNE 30, 2012 (UNAUDITED)

	ING Strategic Allocation Conservative Portfolio			ING Strategic Allocation Growth Portfolio			ING Strategic Allocation Moderate Portfolio
ASSETS:
Investments in affiliated underlying funds*	$	83,293,175		$	142,405,505		$	141,848,157
Cash		1,149			1,756			2,569
Receivables:
Investments in affiliated underlying funds sold		96,951			17,982			—
Fund shares sold		2,692			3,450			109,357
Dividends		43,360			40,895			40,987
Foreign tax reclaims		—			696			333
Prepaid expenses		696			1,366			1,215
Reimbursement due from manager		11,478			18,389			6,710
Total assets		83,449,501			142,490,039			142,009,328
LIABILITIES:
Payable for investments in affiliated underlying funds purchased		43,359			40,901			150,319
Payable for fund shares redeemed		99,643			21,433			30
Payable to affiliates		9,396			15,566			15,701
Payable for directors fees		419			729			729
Other accrued expenses and liabilities		39,557			37,365			50,107
Total liabilities		192,374			115,994			216,886
NET ASSETS	$	83,257,127		$	142,374,045		$	141,792,442
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	95,264,237		$	182,798,806		$	175,273,528
Undistributed net investment income		473,393			977,862			818,876
Accumulated net realized loss		(19,474,494	)		(58,492,919	)		(50,163,863	)
Net unrealized appreciation		6,993,991			17,090,296			15,863,901
NET ASSETS	$	83,257,127		$	142,374,045		$	141,792,442
*      Cost of investments in affiliated underlying funds	$	76,299,184		$	125,315,244		$	125,984,271
Class I:
Net assets	$	81,749,172		$	141,763,075		$	140,655,135
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		7,818,713			13,963,255			13,676,137
Net asset value and redemption price per share	$	10.46		$	10.15		$	10.28
Class S:
Net assets	$	1,507,955		$	610,970		$	1,137,307
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		145,092			60,507			110,992
Net asset value and redemption price per share	$	10.39		$	10.10		$	10.25

See Accompanying Notes to Financial Statements

5

STATEMENTS OF OPERATIONSFORTHESIXMONTHSENDED JUNE 30, 2012 (UNAUDITED)

	ING Strategic Allocation Conservative Portfolio			ING Strategic Allocation Growth Portfolio			ING Strategic Allocation Moderate Portfolio
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	513,854		$	1,036,200		$	899,528
Total investment income		513,854			1,036,200			899,528
EXPENSES:
Investment management fees		33,377			58,009			57,973
Distribution and service fees:
Class S		1,814			802			1,451
Transfer agent fees		81			67			82
Administrative service fees		22,946			39,880			39,856
Shareholder reporting expense		11,466			14,620			25,035
Professional fees		11,830			22,964			20,930
Custody and accounting expense		3,640			2,958			6,370
Directors fees		2,517			4,375			4,372
Miscellaneous expense		5,243			3,203			3,118
Total expenses		92,914			146,878			159,187
Net waived and reimbursed fees		(65,918	)		(109,558	)		(99,504	)
Net expenses		26,996			37,320			59,683
Net investment income		486,858			998,880			839,845
REALIZED AND UNREALIZED GAIN (LOSS) :
Net realized gain (loss) on:
Investments		1,894			(529	)		3,769
Capital gain distributions from affiliated underlying funds		—			210,315			208,986
Sale of affiliated underlying funds		2,313,540			3,342,592			1,836,127
Net realized gain		2,315,434			3,552,378			2,048,882
Net change in unrealized appreciation (depreciation) on:
Unaffiliated underlying funds		1,582,492			4,027,869			5,153,086
Foreign currency related transactions		—			(16	)		(8	)
Net change in unrealized appreciation (depreciation)		1,582,492			4,027,853			5,153,078
Net realized and unrealized gain		3,897,926			7,580,231			7,201,960
Increase in net assets resulting from operations	$	4,384,784		$	8,579,111		$	8,041,805

See Accompanying Notes to Financial Statements

6

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Strategic Allocation Conservative Portfolio						ING Strategic Allocation Growth Portfolio
	Six Months Ended June 30, 2012			Year Ended December 31, 2011			Six Months Ended June 30, 2012			Year Ended December 31, 2011
FROM OPERATIONS:
Net investment income	$	486,858		$	2,255,975		$	998,880		$	2,194,582
Net realized gain (loss)		2,315,434			1,660,213			3,552,378			(4,489,769	)
Net change in unrealized appreciation (depreciation)		1,582,492			(2,237,346	)		4,027,853			(1,296,236	)
Increase (decrease) in net assets resulting from operations		4,384,784			1,678,842			8,579,111			(3,591,423	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(2,230,976	)		(3,394,780	)		(2,207,961	)		(4,132,232	)
Class S		(37,094	)		(60,314	)		(6,964	)		(41,575	)
Total distributions		(2,268,070	)		(3,455,094	)		(2,214,925	)		(4,173,807	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		2,630,754			9,470,306			2,407,749			4,766,752
Reinvestment of distributions		2,268,070			3,455,094			2,214,925			4,173,807
		4,898,824			12,925,400			4,622,674			8,940,559
Cost of shares redeemed		(5,961,326	)		(20,783,769	)		(7,875,501	)		(34,760,322	)
Net decrease in net assets resulting from capital share transactions		(1,062,502	)		(7,858,369	)		(3,252,827	)		(25,819,763	)
Net increase (decrease) in net assets		1,054,212			(9,634,621	)		3,111,359			(33,584,993	)
NET ASSETS:
Beginning of year or period		82,202,915			91,837,536			139,262,686			172,847,679
End of year or period	$	83,257,127		$	82,202,915		$	142,374,045		$	139,262,686
Undistributed net investment income at end of year or period	$	473,393		$	2,254,605		$	977,862		$	2,193,907

See Accompanying Notes to Financial Statements

7

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Strategic Allocation Moderate Portfolio
	Six Months Ended June 30, 2012			Year Ended December 31, 2011
FROM OPERATIONS:
Net investment income	$	839,845		$	3,021,127
Net realized gain		2,048,882			172,986
Net change in unrealized appreciation (depreciation)		5,153,078			(3,578,899	)
Increase (decrease) in net assets resulting from operations		8,041,805			(384,786	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(3,020,696	)		(5,188,279	)
Class S		(19,810	)		(86,901	)
Total distributions		(3,040,506	)		(5,275,180	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		2,920,906			6,083,963
Reinvestment of distributions		3,040,506			5,275,180
		5,961,412			11,359,143
Cost of shares redeemed		(9,357,791	)		(32,797,859	)
Net decrease in net assets resulting from capital share transactions		(3,396,379	)		(21,438,716	)
Net increase (decrease) in net assets		1,604,920			(27,098,682	)
NET ASSETS:
Beginning of year or period		140,187,522			167,286,204
End of year or period	$	141,792,442		$	140,187,522
Undistributed net investment income at end of year or period	$	818,876		$	3,019,537

See Accompanying Notes to Financial Statements

8

FINANCIAL HIGHLIGHTS (UNAUDITED)

Selected data for a share of beneficial interest outstanding throughout each year or period.

			Income (loss) from investment operations									Less Distributions															Ratios to average net assets											Supplemental Data
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital		Total distributions		Payment by affiliate		Net asset value, end of year or period		Total Return			Expenses before reductions/additions		Expenses net of fee waivers and/or recoupments if any			Expense net of all reductions/additions			Net investment income (loss)			Net assets, end of year or period		Portfolio turnover rate
Year or period ended	($)		($)			($)			($)			($)		($)		($)		($)		($)		($)		(%)			(%)		(%)			(%)			(%)			($000’s)		(%)
ING Strategic Allocation Conservative Portfolio
Class I
06-30-12		10.19		0.07			0.49			0.56			0.29		—		—		0.29		—		10.46		5.46			0.22		0.06			0.06			1.17			81,749		41
12-31-11		10.41		0.27	•		(0.07	)		0.20			0.42		—		—		0.42		—		10.19		1.79			0.22		0.06			0.06			2.63			80,825		59
12-31-10		9.80		0.36	•		0.70			1.06			0.45		—		—		0.45		—		10.41		11.07			0.20		0.09			0.09			3.66			90,086		88
12-31-09		9.13		0.45	•		1.03			1.48			0.81		—		—		0.81		—		9.80		18.00			0.20		0.10			0.10			5.04			93,792		56
12-31-08		13.51		0.51			(3.39	)		(2.88	)		0.51		0.99		—		1.50		—		9.13		(23.65	)		0.39		0.27	†		0.27	†		3.99	†		86,257		277
12-31-07		13.55		0.46	•		0.29			0.75			0.45		0.34		—		0.79		—		13.51		5.80			0.73		0.65	†		0.65	†		3.40	†		136,938		422
Class S
06-30-12		10.12		0.03			0.50			0.53			0.26		—		—		0.26		—		10.39		5.23			0.47		0.31			0.31			0.78			1,508		41
12-31-11		10.34		0.24	•		(0.07	)		0.17			0.39		—		—		0.39		—		10.12		1.53			0.47		0.31			0.31			2.29			1,378		59
12-31-10		9.73		0.34			0.70			1.04			0.43		—		—		0.43		—		10.34		10.91			0.45		0.34			0.34			3.53			1,752		88
12-31-09		9.06		0.43	•		1.02			1.45			0.78		—		—		0.78		—		9.73		17.79			0.45		0.35			0.35			4.89			1,631		56
12-31-08		13.44		0.39			(3.29	)		(2.90	)		0.49		0.99		—		1.48		—		9.06		(23.92	)		0.64		0.52	†		0.52	†		3.89	†		1,368		277
12-31-07		13.50		0.42	•		0.29			0.71			0.43		0.34		—		0.77		—		13.44		5.53			0.98		0.90	†		0.90	†		3.18	†		1,529		422
ING Strategic Allocation Growth Portfolio
Class I
06-30-12		9.70		0.07			0.54			0.61			0.16		—		—		0.16		—		10.15		6.20			0.20		0.05			0.05			1.38			141,763		38
12-31-11		10.24		0.14	•		(0.41	)		(0.27	)		0.27		—		—		0.27		—		9.70		(2.92	)		0.20		0.05			0.05			1.42			138,642		53
12-31-10		9.39		0.23	•		0.97			1.20			0.35		—		—		0.35		—		10.24		13.06			0.19		0.09			0.09			2.47			171,094		36
12-31-09		9.04		0.37			1.48			1.85			0.97		0.53		—		1.50		—		9.39		25.37			0.20		0.13			0.13			4.12			168,071		75
12-31-08		16.57		0.38			(5.65	)		(5.27	)		0.33		1.93		—		2.26		—		9.04		(36.13	)		0.39		0.33	†		0.33	†		2.83	†		146,862		235
12-31-07		17.06		0.30	•		0.52			0.82			0.30		1.01		—		1.31		—		16.57		5.04			0.71		0.71	†		0.71	†		1.79	†		269,587		240
Class S
06-30-12		9.62		0.07			0.52			0.59			0.11		—		—		0.11		—		10.10		6.10			0.45		0.30			0.30			1.13			611		38
12-31-11		10.16		0.12	•		(0.42	)		(0.30	)		0.24		—		—		0.24		—		9.62		(3.16	)		0.45		0.30			0.30			1.14			620		53
12-31-10		9.32		0.21	•		0.96			1.17			0.33		—		—		0.33		—		10.16		12.81			0.44		0.34			0.34			2.22			1,753		36
12-31-09		8.99		0.32	•		1.49			1.81			0.95		0.53		—		1.48		—		9.32		24.90			0.45		0.38			0.38			3.88			1,715		75
12-31-08		16.49		0.32	•		(5.57	)		(5.25	)		0.32		1.93		—		2.25		—		8.99		(36.19	)		0.64		0.58	†		0.58	†		2.72	†		1,322		235
12-31-07		17.00		0.26	•		0.52			0.78			0.28		1.01		—		1.29		—		16.49		4.77			0.96		0.96	†		0.96	†		1.55	†		725		240
ING Strategic Allocation Moderate Portfolio
Class I
06-30-12		9.93		0.07			0.50			0.57			0.22		—		—		0.22		—		10.28		5.68			0.22		0.08			0.08			1.16			140,655		36
12-31-11		10.31		0.20	•		(0.24	)		(0.04	)		0.34		—		—		0.34		—		9.93		(0.57	)		0.21		0.07			0.07			1.97			139,057		57
12-31-10		9.58		0.30	•		0.83			1.13			0.40		—		—		0.40		—		10.31		12.03			0.19		0.10			0.10			3.15			164,412		60
12-31-09		9.10		0.39	•		1.30			1.69			0.91		0.30		—		1.21		—		9.58		21.84			0.21		0.13			0.13			4.47			166,449		62
12-31-08		15.16		0.44			(4.54	)		(4.10	)		0.40		1.56		—		1.96		—		9.10		(30.48	)		0.38		0.31	†		0.31	†		3.35	†		152,965		255
12-31-07		15.32		0.36	•		0.44			0.80			0.36		0.60		—		0.96		—		15.16		5.48			0.72		0.70	†		0.70	†		2.36	†		263,759		302

See Accompanying Notes to Financial Statements

9

FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)

Selected data for a share of beneficial interest outstanding throughout each year or period.

			Income (loss) from investment operations									Less Distributions															Ratios to average net assets											Supplemental Data
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital		Total distributions		Payment by affiliate		Net asset value, end of year or period		Total Return			Expenses before reductions/additions		Expenses net of fee waivers and/or recoupments if any			Expense net of all reductions/additions			Net investment income (loss)			Net assets, end of year or period		Portfolio turnover rate
Year or period ended	($)		($)			($)			($)			($)		($)		($)		($)		($)		($)		(%)			(%)		(%)			(%)			(%)			($000’s)		(%)
ING Strategic Allocation Moderate Portfolio (Continued)
Class S
06-30-12		9.86		0.05			0.52			0.57			0.18		—		—		0.18		—		10.25		5.71			0.47		0.33			0.33			0.90			1,137		36
12-31-11		10.25		0.15	•		(0.22	)		(0.07	)		0.32		—		—		0.32		—		9.86		(0.91	)		0.46		0.32			0.32			1.44			1,131		57
12-31-10		9.53		0.27			0.83			1.10			0.38		—		—		0.38		—		10.25		11.77			0.44		0.35			0.35			2.92			2,874		60
12-31-09		9.05		0.38			1.28			1.66			0.88		0.30		—		1.18		—		9.53		21.60			0.46		0.38			0.38			4.34			2,703		62
12-31-08		15.10		0.37	•		(4.48	)		(4.11	)		0.38		1.56		—		1.94		—		9.05		(30.68	)		0.63		0.56	†		0.56	†		3.30	†		2,192		255
12-31-07		15.27		0.32	•		0.44			0.76			0.33		0.60		—		0.93		—		15.10		5.25			0.97		0.95	†		0.95	†		2.11	†		1,192		302

⁽¹⁾  Total return is calculated assuming reinvestment of all dividends, capital gain distributions and return of capital distributions, if any, at net asset value and does not reflect the effect of insurance contract charges. Total return for periods less than one year is not annualized.

⁽²⁾  Annualized for periods less than one year.

⁽³⁾  Expense ratios reflect operating expenses of a Portfolio. Expenses before reductions/additions do not reflect amounts reimbursed by an Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by an Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions/additions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.

⁽⁴⁾  Expense ratios do not include expenses of underlying funds and do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

• Calculated using average number of shares outstanding throughout the period.

† Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.005% impact on the expense ratio and net investment income or loss ratio.

See Accompanying Notes to Financial Statements

10

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED)

NOTE 1 — ORGANIZATION

ING Strategic Allocation Portfolios, Inc. (the “Company”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

The Company was incorporated under the laws of Maryland on October 14, 1994. There are three separate investment series (each a “Portfolio”, collectively the “Portfolios”) that comprise the Company: ING Strategic Allocation Conservative Portfolio (“Strategic Allocation Conservative”), ING Strategic Allocation Growth Portfolio (“Strategic Allocation Growth”), and ING Strategic Allocation Moderate Portfolio (“Strategic Allocation Moderate”). Each Portfolio currently seeks to achieve its investment objective by investing in other ING Funds (“Underlying Funds”) and each uses asset allocation strategies to determine how to invest in the Underlying Funds. The Underlying Funds, in turn, invest in equity and fixed-income securities and money market instruments.

Each Portfolio offers Class I and Class S shares. Each class has equal rights as to class and voting privileges. The two classes differ principally in the applicable distribution and service fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Portfolios and earn income and realized gains/losses from a Portfolio pro rata based on the average daily net assets of each class, without distinction between share classes. Expenses that are specific to a Portfolio or a class are charged directly to that Portfolio or class. Other operating expenses shared by several Portfolios are generally allocated among those Portfolios based on average net assets. Distributions are determined separately for each class based on income and expenses allocable to each class. Realized gain distributions are allocated to each class pro rata based on the shares outstanding of each class on the date of distribution. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder service fees, if applicable.

ING Investments, LLC serves as the investment adviser (“ING Investments” or the “Investment Adviser”) to the Portfolios. ING Investment Management Co. LLC serves as the Sub-Adviser (“ING IIM” or the “Sub-Adviser”) to the Portfolios. ING Funds Services, LLC serves as the administrator (“IFS” or the “Administrator”) for the Portfolios. ING Investments Distributor, LLC (“IID” or the “Distributor”) serves as the principal underwriter to the Portfolios.

The Investment Adviser, the Sub-Adviser, IFS and IID are indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services.

ING Groep has adopted a formal restructuring plan that was approved by the European Commission in November 2009 under which the ING life insurance businesses, including the retirement services and investment management businesses, which include the Adviser and its immediate affiliates, would be separated from ING Groep by the end of 2013. To achieve this goal, in a series of announcements beginning November 2010, ING Groep announced that it plans to pursue transactions to restructure certain businesses, including an initial public offering for its U.S. based insurance, retirement services, and investment management operations; and other transactions, which could include an initial public offering or other type of transaction, for its European based insurance and investment management operations and Asian based insurance and investment management operations. There can be no assurance that all or part of the restructuring plan will be carried out.

The restructuring plan and the uncertainty about its implementation, whether implemented through the planned public offerings or through other means, in whole or in part, may be disruptive to the businesses of ING entities, including the ING entities that service the Portfolios, and may cause, among other things, interruption or reduction of business and services, diversion of management’s attention from day-to-day operations, and loss of key employees or customers. A failure to complete the offerings or other means of implementation on favorable terms could have a material adverse impact on the operations of the businesses subject to the restructuring plan. The restructuring plan may result in the Investment Adviser’s loss of access to services and resources of ING Groep, which could adversely affect their businesses and profitability. In addition, the divestment of ING businesses, including the Investment Adviser, may potentially be deemed a “change of control” of each entity. A change of control would result in the termination of the Portfolios’ advisory and sub-advisory agreements, which would trigger the necessity for new agreements that would require approval of the board, and may trigger the need for shareholder approval.

11

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED) (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

Currently, the Investment Adviser does not anticipate that the restructuring will have a material adverse impact on the Portfolios or their operations and administration.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Portfolios in the preparation of their financial statements. Such policies are in conformity with U.S. generally accepted accounting principles (“GAAP”) for investment companies.

A. Security Valuation. All investments in Underlying Funds are recorded at their estimated fair value, as described below. The valuations of the Portfolios’ investments in Underlying Funds are based on the net asset value of the Underlying Funds each business day.

Fair value is defined as the price that a Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. Each investment asset or liability of a Portfolio is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1,” inputs other than quoted prices for an asset or liability that are observable are classified as “Level 2” and unobservable inputs, including the sub-adviser’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3.” The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. Short-term securities of sufficient credit quality which are valued at amortized cost, which approximates fair value, are generally considered to be Level 2 securities under applicable accounting rules. A table summarizing each Portfolio’s investments under these levels of classification is included following the Portfolio of Investments.

The Board has adopted methods for valuing securities and other assets in circumstances where market quotes are not readily available, and has delegated the responsibility for applying the valuation methods to the “Pricing Committee” as established by the fund’s Administrator. The Pricing Committee considers all facts they deem relevant that are reasonably available, through either public information or information available to the Investment Adviser or sub-adviser, when determining the fair value of the security. In the

event that a security or asset cannot be valued pursuant to one of the valuation methods established by the Board, the fair value of the security or asset will be determined in good faith by the Pricing Committee. When a Portfolio uses these fair valuation methods that use significant unobservable inputs to determine its NAV, securities will be priced by a method that the Pricing Committee believes accurately reflects fair value and are categorized as Level 3 of the fair value hierarchy. The methodologies used for valuing securities are not necessarily an indication of the risks of investing in those securities valued in good faith at fair value nor can it be assured a Portfolio can obtain the fair value assigned to a security if they were to sell the security.

To assess the continuing appropriateness of security valuations, the Pricing Committee may compare prior day prices, prices on comparable securities, and traded prices to the prior or current day prices and the Pricing Committee challenges those prices exceeding certain tolerance levels with the third party pricing service or broker source. For those securities valued in good faith at fair value, the Pricing Committee reviews and affirms the reasonableness of the valuation on a regular basis after considering all relevant information that is reasonably available.

For fair valuations using significant unobservable inputs, U.S. GAAP requires a reconciliation of the beginning to ending balances for reported fair values that presents changes attributable to total realized and unrealized gains or losses, purchases and sales, and transfers in or out of the Level 3 category during the period. The end of period timing recognition is used for the transfers between Levels of a Portfolio’s assets and liabilities. A reconciliation of Level 3 investments is presented only when a Portfolio had a significant amount of Level 3 investments at the end of the period in relation to net assets.

For the six months ended June 30, 2012, there have been no significant changes to the fair valuation methodologies.

The Portfolios classify each of their investments in the Underlying Funds as Level 1, without consideration as to the classification level of the specific investments held by the Underlying Funds.

B. Security Transactions and Revenue Recognition. Security transactions are accounted for on trade date. Dividend income received from the affiliated funds is recognized on the ex-dividend date and is recorded as income distributions in the Statement of Operations.

12

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

Capital gain distributions received from the affiliated funds are recognized on ex-dividend date and are recorded on the Statement of Operations as such. Costs used in determining realized gains and losses on the sales of investment securities are on the basis of specific identification.

C. Distributions to Shareholders. The Portfolios record distributions to their shareholders on the ex-dividend date. Dividends from net investment income and capital gains, if any, are declared and paid annually by the Portfolios. The Portfolios may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. The characteristics of income and gains to be distributed are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies.

D. Federal Income Taxes. It is the policy of each Portfolio to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of its net investment income and any net realized capital gains to their shareholders. Management has considered the sustainability of the Portfolios’ tax positions taken on federal income tax returns for all open tax years in making this determination. Therefore, no federal income tax provision is required. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

E. Use of Estimates. The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

F. Indemnifications. In the normal course of business, the Company may enter into contracts that provide certain indemnifications. The Company’s maximum exposure under these arrangements is dependent on future claims that may be made against the Portfolios and, therefore, cannot be estimated; however, based on experience, management considers the risk of loss from such claims remote.

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended June 30, 2012, the cost of purchases and the proceeds from the sales of the Underlying Funds, were as follows:

	Purchases		Sales
Strategic Allocation Conservative	$	34,717,488	$	37,553,669
Strategic Allocation Growth		55,662,751		60,133,847
Strategic Allocation Moderate		52,038,563		57,612,704

NOTE 4 — INVESTMENT MANAGEMENT AND

ADMINISTRATIVE FEES

The Portfolios entered into an investment management agreement (“Investment Management Agreement”) with the Investment Adviser.

The Investment Management Agreement compensates the Investment Adviser with a fee of 0.08% of each Portfolio’s average daily net assets invested in Underlying Funds, and a fee of 0.60% of each Portfolio’s average daily net assets invested in direct investments.

During periods when the Portfolios invest directly in investment securities, each Portfolio pays the Investment Adviser a fee of 0.60%, computed daily and payable monthly, based on the amount of average daily net assets of each Portfolio invested in such direct investment.

The Investment Adviser entered into a sub-advisory agreement with ING IM with respect to each Portfolio. Subject to such policies as the board of directors (“Board”) or the Investment Adviser may determine, ING IM manages the Portfolios’ assets in accordance with the Portfolios’ investment objectives, policies, and limitations.

Pursuant to the Administration Agreement, IFS acts as administrator and provides certain administrative and shareholder services necessary for Portfolio operations and is responsible for the supervision of other service providers. IFS is entitled to receive from each Portfolio a fee at an annual rate of 0.055% on the first $5 billion of daily net assets and 0.03% thereafter.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Class S shares of the Portfolios have adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”), whereby the Distributor is compensated by each Portfolio for expenses incurred in the distribution of each Portfolio’s Class S shares. Pursuant to the 12b-1 Plan, the Distributor is entitled to a payment each month to compensate for expenses

13

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED) (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

incurred in the distribution and promotion of each Portfolio’s S shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plan, Class S shares of the Portfolios pay the Distributor a fee calculated at an annual rate of 0.25% of average daily net assets.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES

At June 30, 2012, the Portfolios had the following amounts recorded as payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
Strategic Allocation Conservative	$	5,388	$	3,704	$	304	$	9,396
Strategic Allocation Growth		9,150		6,291		125		15,566
Strategic Allocation Moderate		9,169		6,304		228		15,701

At June 30, 2012, the following wholly-owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

Subsidiary	Portfolios	Percentage
ING Life Insurance and Annuity Company	Strategic Allocation Conservative		91.19	%
	Strategic Allocation Growth		92.87
	Strategic Allocation Moderate		90.17
ReliaStar Life Insurance Company	Strategic Allocation Conservative		5.46
	Strategic Allocation Moderate		7.26

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. The 1940 Act defines affiliates as companies that are under common control. Therefore, because the Portfolios have a common owner that owns over 25% of the outstanding securities of the Portfolios, they may be deemed to be

affiliates of each other. Investment activities of these shareholders could have a material impact on the Portfolios.

The Company has adopted a Deferred Compensation Plan (“Policy”), which allows eligible non-affiliated directors as described in the Policy to defer the receipt of all or a portion of the directors’ fees payable. Amounts deferred are treated as though invested in various “notional” funds advised by ING Investments until distribution in accordance with the Policy.

NOTE 7 — OTHER ACCRUED EXPENSES & LIABILITIES

At June 30, 2012, the following Portfolios had the below payables included in Other Accrued Expenses and Liabilities on the Statements of Assets and Liabilities that exceeded 5% of total liabilities:

Portfolio	Accrued Expense	Amount
Strategic Allocation Conservative	Postage	$	16,731
Strategic Allocation Growth	Audit		15,597
	Postage		15,285
Strategic Allocation Moderate	Audit		11,501
	Postage		26,049

NOTE 8 — EXPENSE LIMITATION AGREEMENTS

ING Investments entered into written expense limitation agreements (“Expense Limitation Agreements”) with each of the Portfolios whereby the Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage commissions and extraordinary expenses to the levels listed below:

Portfolio(1)	Class I			Class S
Strategic Allocation Conservative		0.65	%		0.90	%
Strategic Allocation Growth(2)		0.75	%		1.00	%
Strategic Allocation Moderate		0.70	%		0.95	%

⁽¹⁾  These operating expense limits take into account operating expenses incurred at the underlying fund level. The amount of fees and expenses of an Underlying Fund borne by each Portfolio will vary based on each Portfolio’s allocation of assets to, and the net expenses of, a particular Underlying Fund.

⁽²⁾  The Adviser has further agreed to limit expenses for the Portfolio to 0.71% and 0.96% for Classes I and S, respectively.

The Investment Adviser may at a later date recoup from a Portfolio for management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Portfolio’s expense ratio does not exceed the percentage described above. Waived and reimbursed fees and any recoupment by the Investment Adviser of such waived and reimbursed fees are reflected on the

14

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED) (CONTINUED)

NOTE 8 — EXPENSE LIMITATION AGREEMENTS (continued)

accompanying Statements of Operations for each Portfolio. Amounts payable by the Investment Adviser are reflected on the accompanying Statements of Assets and Liabilities for each Portfolio.

As of June 30, 2012, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Adviser, and the related expiration dates are as follows:

	June 30,
Portfolio	2013		2014		2015		Total
Strategic Allocation Conservative	$	80,812	$	110,499	$	135,667	$	326,978
Strategic Allocation Growth		129,142		211,857		221,419		507,143
Strategic Allocation Moderate		93,769		172,298		213,156		479,223

The Expense Limitation Agreements are contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination of an Expense Limitation Agreement within 90 days of the end of the then current term.

NOTE 9 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Shares sold		Shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease)
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Strategic Allocation Conservative
Class I
6/30/2012		240,580		—		210,271		(562,237	)		(111,386	)		2,532,776		—		2,230,976		(5,922,117	)		(1,158,365	)
12/31/2011		912,744		—		320,868		(1,954,986	)		(721,374	)		9,423,856		—		3,394,780		(20,329,160	)		(7,510,524	)
Class S
6/30/2012		9,152		—		3,516		(3,721	)		8,947			97,977		—		37,094		(39,209	)		95,862
12/31/2011		4,488		—		5,728		(43,530	)		(33,314	)		46,450		—		60,314		(454,609	)		(347,845	)
Strategic Allocation Growth
Class I
6/30/2012		232,679		—		209,087		(765,400	)		(323,634	)		2,398,425		—		2,207,961		(7,819,318	)		(3,212,932	)
12/31/2011		474,347		—		382,968		(3,274,064	)		(2,416,749	)		4,702,229		—		4,132,232		(33,547,374	)		(24,712,913	)
Class S
6/30/2012		904		—		663		(5,526	)		(3,959	)		9,325		—		6,964		(56,183	)		(39,894	)
12/31/2011		6,396		—		3,882		(118,400	)		(108,122	)		64,523		—		41,575		(1,212,948	)		(1,106,850	)
Strategic Allocation Moderate
Class I
6/30/2012		279,484		—		286,051		(899,469	)		(333,934	)		2,900,927		—		3,020,696		(9,280,377	)		(3,358,754	)
12/31/2011		560,660		—		486,249		(2,985,599	)		(1,938,690	)		5,726,581		—		5,188,279		(30,624,648	)		(19,709,788	)
Class S
6/30/2012		1,925		—		1,881		(7,450	)		(3,644	)		19,979		—		19,810		(77,415	)		(37,626	)
12/31/2011		35,901		—		8,183		(209,915	)		(165,831	)		357,382		—		86,901		(2,173,211	)		(1,728,928	)

15

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED) (CONTINUED)

NOTE 10 — LINE OF CREDIT

All of the Portfolios included in this report, in addition to certain other funds managed by the Investment Adviser, are a party to an unsecured committed revolving line of credit agreement (the “Credit Agreement”) with The Bank of New York Mellon for an aggregate amount of $100,000,000. The proceeds may be used to: (1) temporarily finance the purchase or sale of securities; or (2) finance the redemption of shares of an investor in the funds. The funds to which the line of credit is available pay a commitment fee equal to 0.08% per annum on the daily unused portion of the committed line amount.

Generally, borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 60 days after the date of a revolving credit advance. The Portfolios did not utilize the line of credit during the six months ended June 30, 2012.

NOTE 11 — CONCENTRATION OF INVESTMENT RISK

All mutual funds involve risk — some more than others — and there is always the chance that you could lose money or not earn as much as you hope. A Portfolio’s risk profile is largely a factor of the principal securities in which it invests and investment techniques that it uses. For more information regarding the types of securities and investment techniques that may be used by the Portfolios and their corresponding risks, see the Portfolios’ most recent Prospectus and/or the Statement of Additional Information.

The Portfolios are also affected by other kinds of risks, depending on the types of securities held or strategies used by an Underlying Fund.

Asset Allocation.  Assets will be allocated among Underlying Funds and markets based on judgements by the Adviser or Sub-Adviser. There is a risk that the Portfolios may allocate assets to an Underlying Fund or market that under performs other funds or asset classes.

Foreign Securities.  Investments in foreign securities may entail risks not present in domestic investments. Since securities in which an Underlying Fund may invest are denominated in foreign currencies, changes in the relationship of these foreign currencies to the U.S. dollar can significantly affect the value of the investments and earnings of the Underlying Funds. Foreign investments may also subject the Underlying Funds to foreign government exchange restrictions, expropriation, taxation

or other political, social or economic developments, as well as changes vis-à-vis the U.S. dollar from movements in currency, and changes in security value and interest rate, all of which could affect the market and/or credit risk of the Underlying Funds’ investments.

Emerging Markets Investments.  Certain Underlying Funds may invest in emerging markets. Because of less developed markets and economies and, in some countries, less mature governments and governmental institutions, the risks of investing in foreign securities can be intensified in the case of investments in issuers domiciled or doing substantial business in countries with an emerging securities market. These risks include: high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries; political and social uncertainties; over-dependence on exports, especially with respect to primary commodities, making these economies vulnerable to changes in commodity prices; overburdened infrastructure and obsolete or unseasoned financial systems; environmental problems; less developed legal systems; and less reliable custodial services and settlement practices.

NOTE 12 — FEDERAL INCOME TAXES

The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as return of capital.

Dividends paid by the Portfolios from net investment income and distributions of net realized short-term capital gains are, for federal income tax purposes, taxable as ordinary income to shareholders.

The tax composition of dividends and distributions to shareholders was as follows:

	Six Months Ended June 30, 2012		Year Ended December 31, 2011
	Ordinary Income		Ordinary Income
Strategic Allocation Conservative	$	2,268,070	$	3,455,094
Strategic Allocation Growth		2,214,925		4,173,807
Strategic Allocation Moderate		3,040,506		5,275,180

16

NOTES TO FINANCIAL STATEMENTSASOF JUNE 30, 2012 (UNAUDITED) (CONTINUED)

NOTE 12 — FEDERAL INCOME TAXES (continued)

The tax-basis components of distributable earnings and the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of December 31, 2011 are detailed in the table below. Capital loss carryforwards with no expiration, if any, must be utilized prior to those with expiration dates.

	Undistributed Ordinary Income		Unrealized Appreciation/ (Depreciation)			Capital Loss Carryforwards
						Amount			Character		Expiration
Strategic Allocation Conservative	$	2,266,859	$	(724,802	)	$	(710,796	)		Short-term		2016
							(12,513,320	)		Short-term		2017
							(970,483	)		Short-term		2018
							(1,459,028	)		Long-term		None
						$	(15,653,627	)
Strategic Allocation Growth		2,214,332		2,256,997			(34,617,751	)		Short-term		2017
							(13,221,573	)		Short-term		2018
							(3,400,527	)		Long-term		None
						$	(51,239,851	)
Strategic Allocation Moderate		3,039,612		38,044			(30,535,699	)		Short-term		2017
							(6,654,643	)		Short-term		2018
							(4,349,624	)		Long-term		None
						$	(41,539,966	)

The Portfolios’ major tax jurisdictions are U.S. federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2007.

As of June 30, 2012, no provisions for income tax would be required in the Portfolios’ financial statements as a result of tax positions taken on federal and state income tax returns for open tax years. The Portfolios’ federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 13 — SUBSEQUENT EVENTS

The Portfolios have evaluated events occurring after the Statements of Assets and Liabilities date (subsequent events) to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. No such subsequent events were identified.

17

ING STRATEGIC ALLOCATION CONSERVATIVE PORTFOLIO PORTFOLIO OF INVESTMENTS ASOF JUNE 30, 2012 (UNAUDITED)

Shares			Value			Percentage of Net Assets
	AFFILIATED INVESTMENT COMPANIES: 100.0%
	257,825	ING Clarion Global Real Estate Portfolio - Class I	$	2,611,764			3.2
	430,948	ING Growth and Income Portfolio - Class I		10,075,572			12.1
	965,545	ING High Yield Bond Fund - Class I		7,511,942			9.0
	2,684,073	ING Intermediate Bond Portfolio - Class I		34,463,496			41.4
	948,622	ING International Index Portfolio - Class I		7,019,801			8.4
	468,982	ING Large Cap Growth Portfolio - Class I		6,654,861			8.0
	769,638	ING Large Cap Value Portfolio - Class I		6,757,423			8.1
	320,447	ING Limited Maturity Bond Portfolio - Class I		3,262,150			3.9
	391,449	ING MidCap Opportunities Portfolio - Class I		4,936,166			5.9
		Total Investments in Affiliated Investment Companies (Cost $76,299,184)	$	83,293,175			100.0
		Liabilities in Excess of Other Assets		(36,048	)		—
		Net Assets	$	83,257,127			100.0

Cost for federal income tax purposes is $79,900,266.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	3,411,629
Gross Unrealized Depreciation		(18,720	)
Net Unrealized Appreciation	$	3,392,909

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of June 30, 2012 in valuing the assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2012
Asset Table
Investments, at fair value
Affiliated Investment Companies	$	83,293,175	$	—	$	—	$	83,293,175
Total Investments, at fair value	$	83,293,175	$	—	$	—	$	83,293,175

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

There were no transfers in or out of any Levels of the fair value hierarchy during the period ended June 30, 2012.

See Accompanying Notes to Financial Statements

18

ING STRATEGIC ALLOCATION
GROWTH PORTFOLIO PORTFOLIO OF INVESTMENTS ASOF JUNE 30, 2012 (UNAUDITED)

Shares			Value			Percentage of Net Assets
	AFFILIATED INVESTMENT COMPANIES: 100.0%
	290,807	ING Clarion Global Real Estate Portfolio - Class I	$	2,945,877			2.1
	408,821	ING Emerging Markets Index Portfolio - Class I		4,313,064			3.0
	1,032,519	ING Growth and Income Portfolio - Class I		24,140,286			17.0
	907,695	ING High Yield Bond Fund - Class I		7,061,866			5.0
	1,081,209	ING Intermediate Bond Portfolio - Class I		13,882,723			9.8
	3,410,606	ING International Index Portfolio - Class I		25,238,481			17.7
	1,288,750	ING Large Cap Growth Portfolio - Class I		18,287,356			12.8
	2,115,320	ING Large Cap Value Portfolio - Class I		18,572,514			13.0
	1,765,082	ING MidCap Opportunities Portfolio - Class I		22,257,682			15.6
	307,251	ING Small Company Portfolio - Class I		5,705,656			4.0
		Total Investments in Affiliated Investment Companies (Cost $125,315,244)	$	142,405,505			100.0
		Liabilities in Excess of Other Assets		(31,460	)		—
		Net Assets	$	142,374,045			100.0

Cost for federal income tax purposes is $134,046,671.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	8,381,362
Gross Unrealized Depreciation		(22,528	)
Net Unrealized Appreciation	$	8,358,834

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of June 30, 2012 in valuing the assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2012
Asset Table
Investments, at fair value
Affiliated Investment Companies	$	142,405,505	$	—	$	—	$	142,405,505
Total Investments, at fair value	$	142,405,505	$	—	$	—	$	142,405,505

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

There were no transfers in or out of any Levels of the fair value hierarchy during the period ended June 30, 2012.

See Accompanying Notes to Financial Statements

19

ING STRATEGIC ALLOCATION MODERATE PORTFOLIO PORTFOLIO OF INVESTMENTS ASOF JUNE 30, 2012 (UNAUDITED)

Shares			Value			Percentage of Net Assets
	AFFILIATED INVESTMENT COMPANIES: 100.0%
	291,336	ING Clarion Global Real Estate Portfolio - Class I		2,951,229			2.1
	273,018	ING Emerging Markets Index Portfolio - Class I		2,880,336			2.0
	973,690	ING Growth and Income Portfolio - Class I		22,764,878			16.1
	909,337	ING High Yield Bond Fund - Class I		7,074,641			5.0
	3,249,449	ING Intermediate Bond Portfolio - Class I		41,722,926			29.4
	2,211,090	ING International Index Portfolio - Class I		16,362,069			11.5
	1,043,010	ING Large Cap Growth Portfolio - Class I		14,800,316			10.4
	1,711,895	ING Large Cap Value Portfolio - Class I		15,030,434			10.6
	994,836	ING MidCap Opportunities Portfolio - Class I		12,544,888			8.9
	307,832	ING Small Company Portfolio - Class I		5,716,440			4.0
		Total Investments in Affiliated Investment Companies (Cost $125,984,271)	$	141,848,157			100.0
		Liabilities in Excess of Other Assets		(55,715	)		—
		Net Assets	$	141,792,442			100.0

Cost for federal income tax purposes is $133,052,213.

Net unrealized appreciation consists of:
Gross Unrealized Appreciation	$	8,816,063
Gross Unrealized Depreciation		(20,119	)
Net Unrealized Appreciation	$	8,795,944

Fair Value Measurements^

The following is a summary of the fair valuations according to the inputs used as of June 30, 2012 in valuing the assets and liabilities:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at June 30, 2012
Asset Table
Investments, at fair value
Affiliated Investment Companies	$	141,848,157	$	—	$	—	$	141,848,157
Total Investments, at fair value	$	141,848,157	$	—	$	—	$	141,848,157

^ See Note 2, “Significant Accounting Policies” in the Notes to Financial Statements for additional information.

There were no transfers in or out of any Levels of the fair value hierarchy during the period ended June 30, 2012.

See Accompanying Notes to Financial Statements

20

Investment Adviser

ING Investments, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

Administrator

ING Funds Services, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

Distributor

ING Investments Distributor, LLC

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258

Transfer Agent

BNY Mellon Investment Servicing (U.S.) Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

Custodian

The Bank of New York Mellon

One Wall Street

New York, New York 10286

Legal Counsel

Goodwin Procter LLP

Exchange Place

53 State Street

Boston, Massachusetts 02109

Before investing, carefully consider the investment objectives, risks, charges and expenses of the variable universal life insurance policy or variable annuity contract and the underlying variable investment options. This and other information is contained in the prospectus for the variable universal life policy or variable annuity contract and the underlying variable investment options. Obtain these prospectuses from your agent/registered representative and read them carefully before investing.

VPSAR-SAIS (0612-081712)

ITEM  2. CODE OF ETHICS.

Not required for semi-annual filing.

ITEM  3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not required for semi-annual filing.

ITEM  4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required for semi-annual filing.

ITEM  5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required for semi-annual filing.

ITEM  6. SCHEDULE OF INVESTMENTS.

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.

ITEM  7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM  8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM  9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM  10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

The Nominating Committee is willing to consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder nominee for director should be submitted in writing to the Fund’s Secretary. Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations.

The Secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not earlier than the 90^th day prior

to such meeting and not later than the close of business on the later of the 60^th day prior to such meeting or the 10^th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.

ITEM  11. CONTROLS AND PROCEDURES.

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

(b) There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM  12. EXHIBITS.

(a)(1)	The Code of Ethics is not required for the semi-annual filing.
(a)(2)	A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.
(a)(3)	Not required for semi-annual filing.
(b)	The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): ING Strategic Allocation Portfolios, Inc.

By	/s/ Shaun P. Mathews
	Shaun P. Mathews President and Chief Executive Officer

Date: September 4, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ Shaun P. Mathews
	Shaun P. Mathews President and Chief Executive Officer

Date: September 4, 2012

By	/s/ Todd Modic
	Todd Modic Senior Vice President and Chief Financial Officer

Date: September 4, 2012