Item 8.01 Other Events

ING USA Annuity and Life Insurance Company ("ING USA") is filing this Current Report on Form 8-K to update the information included in its Annual Report on Form 10-K ("Form 10-K") for the year ended December 31, 2011 for the following items:

• Effective January 1, 2012, ING USA voluntarily changed to fair value

       accounting for the guaranteed minimum withdrawal benefits with life
       payouts ("GMWBL") riders as a retrospective change in accounting
       principle. Under fair value accounting, GMWBLs are considered embedded
       derivatives, which are measured at estimated fair value separately from
       the host annuity contract. Changes in estimated fair value are reported in
       Other net realized capital gains (losses) in the Statements of Operations.
       Previously, GMWBLs were accounted for by estimating the value of expected
       benefits in excess of the projected account balance and recognizing the
       excess ratably over the accumulation period based on total expected
       assessments. The new accounting method is preferable, as it provides more
       useful financial reporting information to financial statement users and
       fair value is more closely aligned with the underlying economics of the
       guarantee. The financial statements included in Exhibit 99.1 to this Form
       8-K update the financial statements included in ING USA's 2011 Form 10-K
       to reflect the impact of this accounting change. However, such adjusted
       financial statements do not represent a restatement of the 2011 Form 10-K.

• Effective January 1, 2012, ING USA retrospectively adopted ASU 2010-26,

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

Upon adoption, the financial statements for prior periods were adjusted to reflect the adoption of the new standard. The financial statements included in Exhibit 99.1 to this Form 8-K update the financial statements included in ING USA's 2011 Form 10-K to reflect the impact of retrospective adoption. However, such adjusted financial statements do not represent a restatement of the 2011 Form 10-K.

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

ING USA's change in accounting methodology was applied retrospectively. The financial statements included in Exhibit 99.1 to this Form 8-K update the financial statements included in ING USA's 2011 Form 10-K to reflect the impact of this accounting change. However, such adjusted financial statements do not represent a restatement of the 2011 Form 10-K.

•      Effective January 1, 2012, ING USA made certain reclassifications in order
       to align with the presentation of the Consolidated Financial Statements of
       ING U.S., Inc. These reclassifications include the reporting of embedded
       derivatives within fixed maturities with the host contract on the Balance
       Sheet and the reporting of changes in fair value of embedded derivatives
       within annuity products as Other net realized capital gains (losses) in
       the Statements of Operations. These changes in presentation resulted in
       reclassifications in the previously reported financial statements of the
       2011 Form 10-K. Such reclassifications had no effect on previously
       reported net income or shareholder's equity and do not represent a
       restatement of the 2011 Form 10-K.




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The following items of the 2011 Form 10-K are being updated retrospectively to reflect the adoption of ASU No. 2010-26 and the implementation of the aforementioned accounting changes:

• Item 1 - Business

• Item 6 - Selected Financial Data

•      Item 7 -   Management's Discussion and Analysis of Financial Condition and
       Results of Operations

• Item 7A - Quantitative and Qualitative Disclosures about Market Risk

• Item 8 - Financial Statements and Supplementary Data

• Item 15 - Exhibits and Financial Statement Schedules

Portions of Parts I and II as well as Part IV of the 2011 Form 10-K, as adjusted retrospectively, are included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K, including exhibits, should be read in conjunction with and as a supplement to ING USA's 2011 Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on March 27, 2012. Except for matters noted above, no other information in ING USA's 2011 Form 10-K is being updated in this Form 8-K for events or developments that occurred subsequent to the filing of the 2011 Form 10-K. For significant developments since the filing of the 2011 Form 10-K, refer to ING USA's Form 10-Qs for the quarterly periods ended March 31, 2012, June 30, 2012 and September 30, 2012 and other more recent filings made by ING USA with the Securities and Exchange Commission.

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Item 9.01 Financial Statements and Exhibits.

(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
    23.1           Consent of Ernst & Young LLP
    99.1           Revised items in 2011 Annual Report on Form 10-K:
                   Part I, Item 1. Business
                   Part II, Item 6. Selected Financial Data
                   Part II, Item 7. Management's Narrative Analysis of the Results of
                   Operations and Financial Condition
                   Part II, Item 7A. Quantitative and Qualitative Disclosures about
                   Market Risk
                   Part II, Item 8. Financial Statements and Supplementary Data
                   Part IV, Item 15. Exhibits and Financial Statement Schedules
    101.INS        XBRL Instance Document.
    101.SCH        XBRL Taxonomy Extension Schema Document.
    101.CAL        XBRL Taxonomy Extension Calculation Linkbase Document.
    101.LAB        XBRL Taxonomy Extension Label Linkbase Document.
    101.PRE        XBRL Taxonomy Extension Presentation Linkbase Document.
    101.DEF        XBRL Taxonomy Extension Definition Linkbase Document.




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