485BPOS 1 variableann.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange	Registration No. 333-57218
Commission on April 12, 2006	Registration No. 811-05626

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.	o
Post-Effective Amendment No. 10	x

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No.

(Check appropriate box or boxes.)

Separate Account B

(Exact Name of Registrant)

ING USA Annuity and Life Insurance Company

(Name of Depositor)

1475 Dunwoody Drive

West Chester, Pennsylvania 19380-1478

(Address of Depositor's Principal Executive Offices)

Depositor's Telephone Number, including Area Code: (610) 425-3400

John S. (Scott) Kreighbaum, Esq.

ING Americas (U.S. Legal Services)

1475 Dunwoody Drive, West Chester, Pennsylvania 19380

(610) 425-3404

(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

As soon as practical after the effective date of the Registration Statement

It is proposed that this filing will become effective (check appropriate box):

o immediately upon filing pursuant to paragraph (b) of Rule 485

x on April 28, 2006 pursuant to paragraph (b) of Rule 485

o 60 days after filing pursuant to paragraph (a)(1) of Rule 485

o on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Title of Securities Being Registered:

Deferred Combination Variable and Fixed Annuity Contracts

PART A

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Contract Prospectus — April 28, 2006

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The Contract. The contract described in this prospectus is a group or individual deferred variable annuity contract issued by ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,” “we,” “us,” “our”). It is issued to you, the contract holder, as either a nonqualified deferred annuity, including contracts offered to a custodian for an Individual Retirement Account as described in Section 408(a) of the Internal Revenue Code of 1986, as amended (Tax Code); a qualified individual retirement annuity (IRA); a qualified Roth IRA; or as a qualified contract for use with certain employer sponsored retirement plans.

The contract is not available as a SIMPLE IRA under Tax Code Section 408(p).

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

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

Investment Options. The contract offers variable investment options and a fixed interest option. When we establish your account you instruct us to direct account dollars to any of the available options.

Variable Investment Options. These options are called subaccounts. The subaccounts are within Separate Account B (the separate account), a separate account of the Company. Each subaccount invests in one of the mutual funds listed on this page. Earnings on amounts invested in a subaccount will vary depending upon the performance of its underlying fund. You do not invest directly in or hold shares of the funds.

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

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Getting Additional Information. You may obtain free of charge the April 28, 2006, Statement of Additional Information (“SAI”) about the separate account by indicating your request on your application or calling us at 1-800-366-0066. You may also obtain free of charge the most recent annual and/or quarterly report of ING USA Annuity and Life Insurance Company by calling us at 1-800-366-0066. You may also obtain an SAI for any of the funds by calling that number. The Securities and Exchange Commission (“SEC”) also makes available to the public reports and information about the separate account and the funds. Certain reports and information, including this prospectus and SAI, are available on the EDGAR Database on the SEC web site, www.sec.gov, or at the SEC Public Reference Room in Washington, D.C. You may call 1-202-942-8090 or 1-800-SEC-0330 to get information about the operations of the Public Reference Room. You may obtain copies of reports and other information about the separate account and the funds, after paying a duplicating fee, by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC Public Reference Room, Washington, D.C. 20549-0102. The SAI table of contents is listed in this prospectus. The SAI is incorporated into this prospectus by reference.

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Additional Disclosure Information. Neither the SEC nor any state securities commission has approved or disapproved the securities offered through this prospectus or passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. We do not intend for this prospectus to be an offer to sell or a solicitation of an offer to buy these securities in any state that does not permit their sale. We have not authorized anyone to provide you with information that is different than that contained in this prospectus.

Fixed Interest Options.

•	ING USA Guaranteed Account (the Guaranteed Account)

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•	Fixed Account

Except as specifically mentioned, this prospectus describes only the investment options offered through the separate account. However, we describe the fixed interest options in appendices to this prospectus. There is also a separate Guaranteed Account prospectus.

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

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

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

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The investment portfolios are listed on the next page.

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The investment portfolios available under your Contract are:

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ING Investors Trust

ING AllianceBernstein Mid Cap Growth Portfolio (Class S)

ING American Funds Growth Portfolio

ING American Funds Growth-Income Portfolio

ING American Funds International Portfolio

ING Capital Guardian U.S. Equities Portfolio (Class S)

ING EquitiesPlus Portfolio (Class S)

ING Evergreen Health Sciences Portfolio (Class S)

ING Evergreen Omega Portfolio (Class S)

ING FMR^SM Diversified Mid Cap Portfolio (Class S)

ING FMR^SM Earnings Growth Portfolio (Class S)

ING Franklin Income Portfolio (Class S)

ING Global Real Estate Portfolio (Class S)

ING Global Resources Portfolio (Class S)

ING Goldman Sachs Tollkeeper^SM Portfolio (Class S)

ING Janus Contrarian Portfolio (Class S)

ING JPMorgan Emerging Markets Equity Portfolio (Class S)

ING JPMorgan Small Cap Equity Portfolio (Class S)

ING JPMorgan Value Opportunities Portfolio (Class S)

ING Julius Baer Foreign Portfolio (Class S)

ING Legg Mason Partners All Cap Portfolio (Class S)

ING Legg Mason Value Portfolio (Class S)

ING LifeStyle Aggressive Growth Portfolio (Class S1)

ING LifeStyle Growth Portfolio (Class S1)

ING LifeStyle Moderate Growth Portfolio (Class S1)

ING LifeStyle Moderate Portfolio (Class S1)

ING Liquid Assets Portfolio (Class S)

ING Lord Abbett Affiliated Portfolio (Class S)

ING MarketPro Portfolio (Class S)

ING Marsico Growth Portfolio (Class S)

ING Marsico International Opportunities Portfolio (Class S)

ING Mercury Large Cap Growth Portfolio (Class S)

ING Mercury Large Cap Value Portfolio (Class S)

ING MFS Mid Cap Growth Portfolio (Class S)

ING MFS Total Return Portfolio (Class S)

ING MFS Utilities Portfolio (Class S)

ING Oppenheimer Main Street Portfolio (Class S)

ING PIMCO Core Bond Portfolio (Class S)

ING PIMCO High Yield Portfolio (Class S)

ING Pioneer Fund Portfolio (Class S)

ING Pioneer Mid Cap Value Portfolio (Class S)

ING T. Rowe Price Capital Appreciation Portfolio (Class S)

ING T. Rowe Price Equity Income Portfolio (Class S)

ING Templeton Global Growth Portfolio (Class S)

ING Van Kampen Equity Growth Portfolio (Class S)

ING Van Kampen Global Franchise Portfolio (Class S)

ING Van Kampen Growth and Income Portfolio (Class S)

ING Van Kampen Real Estate Portfolio (Class S)

ING VP Index Plus International Equity Portfolio (Class S)

ING Wells Fargo Mid Cap Disciplined Portfolio (Class S)

ING Wells Fargo Small Cap Disciplined Portfolio (Class S)

ING Partners, Inc.

ING Baron Small Cap Growth Portfolio (Service Class)

ING Columbia Small Cap Value II Portfolio (Service Class)

ING Davis Venture Value Portfolio (Service Class)

ING JPMorgan International Portfolio (Service Class)

ING Legg Mason Partners Aggressive Growth Portfolio

(Service Class)

ING Neuberger Berman Partners Portfolio (Service Class)

ING Neuberger Berman Regency Portfolio (Service Class)

ING Oppenheimer Global Portfolio (Service Class)

ING Templeton Foreign Equity Portfolio (Service Class)

ING UBS U.S. Large Cap Equity Portfolio (Service Class)

ING UBS U.S. Small Cap Growth Portfolio (Service Class)

ING Van Kampen Comstock Portfolio (Service Class)

ING Variable Insurance Trust

ING GET U.S. Core Portfolio

ING Variable Portfolios, Inc.

ING VP Index Plus LargeCap Portfolio (Class S)

ING VP Index Plus MidCap Portfolio (Class S)

ING VP Index Plus SmallCap Portfolio (Class S)

ING Variable Products Trust

ING VP Financial Services Portfolio (Class S)

ING VP SmallCap Opportunities Portfolio (Class S)

ING VP Intermediate Bond Portfolio (Class S)

Fidelity Variable Insurance Products Portfolio

Fidelity VIP Contrafund Portfolio (Service Class 2)

Fidelity VIP Equity-Income Portfolio (Service Class 2)

Franklin Templeton Variable Insurance Products Trust

Mutual Shares Securities Fund (Class 2)

ProFunds VP

ProFund VP Bull

ProFund VP Rising Rates Opportunity

ProFund VP Small-Cap

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Table of Contents

Contract Overview

Contract Design

Contract Facts

Questions: Contacting the Company (sidebar)

Sending Forms and Written Requests in Good Order (sidebar)

Sending Additional Purchase Payments (sidebar)

Contract Phases: The Accumulation Phase, The Income Phase

Fees and Expenses

Condensed Financial Information

Financial Statements

Purchase and Rights

Right to Cancel

Premium Bonus Option

Investment Options

Transfers Among Investment Options

Transfers Between Option Packages

Fees

Your Account Value

Withdrawals

Systematic Distribution Options

Death Benefit

The Income Phase

Taxation

Other Topics

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Separate Account B -- The Company— Contract Distribution — Payment of Commissions — Payment Delay or Suspension — Voting Rights — Contract Modifications — Transfer of Ownership: Assignment — Involuntary Terminations — Legal Proceedings

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Contents of the Statement of Additional Information	SAI-1
Appendix I — ING USA Guaranteed Account					I-1
Appendix II — Fixed Interest Division				II-1
Appendix III — Description of Underlying Funds			III-1
Appendix IV — Condensed Financial Information		IV-1

Appendix V — Projected Schedule of ING GET U.S. Core Portfolio

Offerings

V-1

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	Contract Overview
Questions: Contacting the Company. To answer your questions, contact your sales representative or write or call our Customer Service Center at: P.O. Box 9271 Des Moines, IA 50306-9271 1-800-366-0066 Sending Forms and Written Requests in Good Order. If you are writing to change your beneficiary, request a withdrawal or for any other purpose, contact us or your sales representative to learn what information is required for the request to be in “good order.” We can only act upon requests that are received in good order. Generally, a request is considered to be in “good order” when it is signed, dated and made with such clarity and completeness that we are not required to exercise any discretion in carrying it out. Sending Additional Purchase Payments. Use the following address when sending additional purchase payments. ING USA Annuity and Life Insurance Company Attn: Customer Service Department P.O. Box 9271 Des Moines, IA 50306-9271 If using express mail, use the following address: ING USA Annuity and Life Insurance Company Attn: Customer Service Department 909 Locust Street Des Moines, IA 50309-2899	The following is intended as a summary. Please read each section of this prospectus for additional detail.
	Contract Design
	The contract described in this prospectus is a group or individual deferred variable annuity contract. It is intended to be a retirement savings vehicle that offers a variety of investment options to help meet long-term financial goals. The term “contract” in this prospectus refers to individual contracts and to certificates issued under group contracts.
	Contract Facts
	Option Packages. There are three option packages available under the contract. You select an option package at the time of application. Each option package is distinct. See “Purchase and Rights” for age maximums on the calculation of death benefits. The differences are summarized as follows:
		Option Package I		Option Package II		Option Package III
	Mortality and Expense Risk Charge¹:	0.80%		1.10%		1.25%
	Death Benefit²on Death of the Annuitant³:	The greater of: 1) The sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date; or 2) The account value on the claim date.		The greatest of: 1) The sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date; or 2) The account value on the claim date; or 3) The “step-up value” on the claim date.		The greatest of: 1) The sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date; or 2) The account value on the claim date; or 3) The “step-up value” on the claim date; or 4) The “roll-up value” on the claim date.
	Minimum Initial Purchase Payment⁴:	Non-Qualified: $15,000	Qualified: $1,500	Non-Qualified: $5,000	Qualified: $1,500	Non-Qualified: $5,000	Qualified: $1,500
	Free Withdrawals⁵:	10% of your account value each account year, non-cumulative.		10% of your account value each account year, non-cumulative.		10% of your account value each account year, cumulative to a maximum 30%.
	Nursing Home Waiver — Waiver of Early Withdrawal Charge:	Not Available		Available		Available
	¹See “Fee Table” and “Fees.” ²See “Death Benefit.” If a death benefit is payable based on account value, step-up value or roll-up value, the death benefit will not include any premium bonus credited to the account after or within 12 months of the date of death. See “Premium Bonus Option—Forfeiture.” ³When a contract holder who is not the annuitant dies, the amount of the death benefit is not the same as shown above under each option package. See “Death Benefit.” Therefore, contract holders who are not also the annuitant should seriously consider whether Option Packages II and III are suitable for their circumstances. ⁴See “Purchase and Rights.” ⁵See “Fees.”

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

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

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

•	If you exercise your free look privilege and cancel your contract. See “Premium Bonus Option—Forfeiture” and “Right to Cancel.”

•	If a death benefit is payable based on account value, step-up value or roll-up value, but only the amount of any premium bonus credited to the account after or within 12 months of the date of death. See “Premium Bonus Option—Forfeiture” and “Death Benefit—Premium Bonus.”

•	Unless prohibited by state law, if all or part of a purchase payment for which a premium bonus was credited is withdrawn during the first seven account years. See “Premium Bonus Option—Forfeiture” and “Withdrawals.”

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

Transferability. You may transfer from one option package to another.

•	Transfers must occur on an account anniversary.

•	A written request for the transfer must be received by us within 60 days of an account anniversary.

•	Certain minimum account values must be met.

See “Transfers Between Option Packages.”

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

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

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

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

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

Taxation. You will generally not pay taxes on any earnings from the annuity contract described in this prospectus until they are withdrawn. Tax-qualified retirement arrangements (e.g., IRAs or 403(b) plans) also defer payment of taxes on earnings until they are withdrawn. If you are considering funding a tax-qualified retirement arrangement

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with an annuity contract, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by the tax-qualified retirement arrangement. However, annuities do provide other features and benefits which may be valuable to you. You should discuss your decision with your financial representative.

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

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

Contract Phases
I. The Accumulation Phase (accumulating dollars under your contract)
STEP 1: You provide us with your completed application and initial purchase payment. We establish an account for you and credit that account with your initial purchase payment. If you elected the premium bonus option we will also credit your account with a premium bonus. STEP 2: You direct us to invest your purchase payment and the premium bonus, if applicable, in one or more of the following investment options: • Fixed Interest Options; or • Variable Investment Options. (The variable investment options are the subaccounts of Separate Account B. Each one invests in a specific mutual fund.) STEP 3: Each subaccount you select purchases shares of its assigned fund.		Payments to Your Account
	Step 1 ¯
	ING USA Annuity and Life Insurance Company
	(a) ¯	Step 2				(b) ¯
	Fixed Interest Options		Separate Account B Variable Investment Options
			The Subaccounts
			A		B		Etc.
			¯	Step 3		¯
			Mutual Fund A		Mutual Fund B

II. The Income Phase (receiving income phase payments from your contract)

When you want to begin receiving payments from your contract you may select from the options available. The contract offers several income phase payment options (see “The Income Phase”). In general, you may:

•	Receive income phase payments for a specified period of time or for life;

•	Receive income phase payments monthly, quarterly, semi-annually or annually;

•	Select an income phase payment option that provides for payments to your beneficiary; or

•	Select income phase payments that are fixed or vary depending upon the performance of the variable investment options you select.

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	Fee Table
In this Section: • Maximum Transaction Fees • Maximum Fees Deducted from Investments in the Separate Account • Fees Deducted by the Funds • Hypothetical Examples Also see the “Fees” section for: • How, When and Why Fees are Deducted • Reduction, Waiver and/or Elimination of Certain Fees • Premium and Other Taxes • Charges for the ING GET U.S. Core Portfolio	The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract, surrender the contract, or transfer contract value between investment options. State premium taxes may also be deducted. See “The Income Phase” for the different fees that may apply after you begin receiving payments under the contract. Maximum Transaction Fees Early Withdrawal Charge (As a percentage of payments withdrawn.)

		Years from Receipt of Purchase Payment	Early Withdrawal Charge
		Less than 2 2 or more but less than 4 4 or more but less than 5 5 or more but less than 6 6 or more but less than 7 7 or more	7% 6% 5% 4% 3% 0%

	Annual Maintenance Fee $30.00¹ Transfer Charge $10.00²

	¹ The annual maintenance fee will be waived if your account value is $50,000 or greater on the date this fee is due. See “Fees—Annual Maintenance Fee.” ² We currently do not impose this charge. We reserve the right, however, during the accumulation phase to charge $10 for each transfer after the first 12 transfers in each account year. See “Transfers” for additional information.

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

• If You Do Not Elect the Premium Bonus Option	All Account Years
• Option Package I— Mortality and Expense Risk Charge Administrative Expense Charge	0.80% 0.15%
Total Separate Account Expenses	0.95%
• Option Package II— Mortality and Expense Risk Charge Administrative Expense Charge	1.10% 0.15%
Total Separate Account Expenses	1.25%
• Option Package III— Mortality and Expense Risk Charge Administrative Expense Charge	1.25% 0.15%
Total Separate Account Expenses	1.40%

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• If You Elect the Premium Bonus Option	Account Years 1–7	After the 7^th Account Year
• Option Package I— Mortality and Expense Risk Charge Administrative Expense Charge Premium Bonus Option Charge	0.80% 0.15% 0.50%	0.80% 0.15% 0.00%
Total Separate Account Expenses	1.45%	0.95%

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

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

• If You Elect the Premium Bonus Option and Invest in the GET Fund*	Account Years 1–7	After the 7^th Account Year
• Option Package I— Mortality and Expense Risk Charge Administrative Expense Charge Premium Bonus Option Charge GET Fund Guarantee Charge	0.80% 0.15% 0.50% 0.50%	0.80% 0.15% 0.00% 0.00%
Total Separate Account Expenses	1.95%	0.95%

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

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

The GET Fund guarantee charge applies during each five-year guarantee period to amounts invested in the GET Fund investment option only. See “Investment Options — Variable Investment Options” for additional information.

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Fees Deducted by the Funds

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

Total Annual Trust or Fund Operating Expenses

Minimum

Maximum

(expenses that are deducted from Trust or Fund assets, including management fees, distribution and/or service (12b-1) fees ¹, and other expenses):

0.54%

1.78%

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The Company may receive compensation from each of the funds or the funds’ affiliates based on an annual percentage of the average net assets held in that fund by the Company. The percentage paid may vary from one fund company to another. For certain funds, some of this compensation may be paid out of 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectuses. The Company may also receive additional compensation from certain funds for administrative, recordkeeping or other services provided by the Company to the funds or the funds’ affiliates. These additional payments are made by the funds or the funds’ affiliates to the Company and do not increase, directly or indirectly, the fees and expenses shown above. See “Fees – Fund Expenses” for additional information.

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Examples:

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These examples are intended to help you compare the costs of investing in the Contract with the cost of investing in other variable annuity Contracts. These costs include contract owner transaction expenses, contract fees, separate account annual expenses, and Trust or Fund fees and expenses. The examples assume that you invest $10,000, in the Contract for the time periods indicated. The examples also assume that your investment has a 5% return each year and assumes the maximum fees and expenses of the Contracts and of any of the Trusts or Funds.

Premium taxes (which currently range from 0% to 3.5% of premium payments) may apply, but are not reflected in the example below.

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

1) If you surrender your contract at the end of the applicable time period: *
	1 year	3 years	5 years	10 years
	$ 1,073	$ 1,735	$ 2,416	$ 3,958
2) If you annuitize at the end of the applicable time period: **
	1 year	3 years	5 years	10 years
	$ 373	$ 1,135	$ 1,916	$ 3,958
3) If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$ 373	$ 1,135	$ 1,916	$ 3,958

This example reflects deduction of an early withdrawal charge using the early withdrawal charge schedule that applies to all contracts, including Roth IRA contracts issued after September 19, 2000.

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This example does not apply during the income phase if you selected a nonlifetime income phase payment option with variable payments and take a lump-sum withdrawal after payments start. In this case the lump-sum payment is treated as a withdrawal during the accumulation phase and may be subject to an early withdrawal charge (refer to Example 1).

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Condensed Financial Information

Understanding Condensed Financial Information. In Appendix IV of this prospectus we provide condensed financial information about Separate Account B (the separate account) subaccounts you may invest in through the contract. The numbers show the year-end unit values of each subaccount from the time purchase payments were first received in the subaccounts under the contract.

Financial Statements

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The statements of assets and liabilities, the related statements of operations and the statements of changes of Separate Account B and the financial statements of ING USA are included in the Statement of Additional Information.

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Purchase and Rights

How to Purchase

•

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

•

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

•

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

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

Long-Term Investment – This contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. Early withdrawals may cause you to incur surrender charges and/or tax penalties. The value of deferred taxation on earnings grows with the amount of time funds are left in the contract. You should not buy this contract if you are looking for a short-term investment or expect to need to make withdrawals before you are 59½.

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

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

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

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Maximum Issue Age. The maximum issue age for you and the annuitant (if you are not the annuitant) on the date we establish your account is 80. Please note that there are age maximums on the calculation of the step-up value and roll-up value death benefits under Option Packages II and III. Therefore, if you are age 75 or over, you may want to consider whether choosing one of these options is in your best interest. See “Death Benefit” for a description of the calculation of death benefits above certain ages. The contract may not be available to all issue ages through all broker-dealers.

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Your Rights Under the Contract

•	Individual Contracts. You have all contract rights.

•	Group Contracts. The holder of the group contract has title to the contract and, generally, only the right to accept or reject any modifications to the contract. You have all other rights to your account under the contract.

•

Joint Contracts. Joint contract holders have equal rights under the contract with respect to their account. All rights under the contract must be exercised by both joint contract holders with the exception of transfers among investment options. See the “Death Benefit” section for the rights of the surviving joint contract holder upon the death of a joint contract holder prior to the income phase start date.

Purchase Payment Methods. The following purchase payment methods are allowed:

•	One lump sum;

•	Periodic payments; or

•	Transfer or rollover from a pre-existing retirement plan or account.

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

Purchase Payment Amounts.

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

Option

Package I

Option

Package II

Option

Package III

Minimum Initial

Purchase Payment

Non-Qualified:

Qualified:*

Non-Qualified:

Qualified:*

Non-Qualified:

Qualified:*

$15,000

$1,500

$5,000

$1,500

$5,000

$1,500

*The Tax Code imposes a maximum limit on annual payments which may be excluded from your gross income. Additional purchase payments must be at least $50 (we may change this amount from time to time). A purchase payment of more than $1,000,000 will be allowed only with our consent.

Reduction of Purchase Payment Amounts. In certain circumstances we may reduce the minimum initial or additional purchase payment amount we will accept under a contract. Whether such a reduction is available will be based on consideration of each of the following factors:

•	The size and type of the prospective group, if any, to which the reduction would apply;

•	The method and frequency of purchase payments to be made under the contract; and

•	The amount of compensation to be paid to distributors and their registered representative on each purchase payment.

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

Acceptance or Rejection of Your Application. We must accept or reject your application within two business days of receipt. If the application is incomplete, we may hold any forms and accompanying purchase payment(s) for five business days. We may hold purchase payments for longer periods, pending acceptance of the application, only with your permission. If the application is rejected, the application and any purchase payments will be returned to you.

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We may also refuse to accept certain forms of premium payments or loan repayments, if applicable, (traveler’s checks, for example) or restrict the amount of certain forms of premium payments or loan repayments. In addition, we may require information as to why a particular form of payment was used (third party checks, for example) and the source of the funds of such payment in order to determine whether or not we will accept it. Use of an unacceptable form of payment may result in us returning your premium payment and not issuing the contract.

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Allocating Purchase Payments to the Investment Options. We will allocate your purchase payments among the investment options you select. Allocations must be in whole percentages and there may be limits on the number of investment options you may select. When selecting investment options you may find it helpful to review the “Investment Options” section.

Right to Cancel

When and How to Cancel. You may cancel your contract within ten days of receipt (some states allow you more than ten days) by returning it to our Customer Service Center along with a written notice of cancellation.

Refunds. We will issue you a refund within seven days of our receipt of your contract and written notice of cancellation. Unless your state requires otherwise or unless you purchased an IRA, your refund will equal your account value. This means that you will bear the entire investment risk for amounts allocated among the subaccounts, including applicable fund and contract fees and charges. Consequently, the amount refunded could be less than the amount you paid into the contract. Any premium bonus credited to your account will also be forfeited and your refund will reflect any earnings or losses attributable to the premium bonus. If your state requires or if you purchased an IRA, we will refund all purchase payments made.

If the purchase payments for your canceled contract came from a rollover from another contract issued by us or one of our affiliates where an early withdrawal charge was reduced or eliminated, the purchase payments will be restored to your prior contract.

Premium Bonus Option

Election. At the time of application you may elect the premium bonus option. Once elected it may not be revoked. The premium bonus option may not be available under all contracts.

Premium Bonus Amount. If you elect this option we will credit your account with a 4% premium bonus for each purchase payment you make during the first account year. The premium bonus will be included in your account value and allocated among the investment options you have selected in the same proportion as the purchase payment. The amount of the premium bonus we credit to an account may be reduced if the premium bonus option charge is reduced or eliminated.

Premium Bonus Option Charge. In exchange for the premium bonus, during the first seven account years you will pay an annual premium bonus option charge equal to 0.50% of your account value allocated to the subaccounts. This charge will also be deducted from amounts allocated to the fixed interest options, resulting in a 0.50% reduction in the interest which would have been credited to your account during the first seven account years if you had not elected the premium bonus option. Under certain contracts, the premium bonus option charge may be reduced or eliminated. See “Fees—Reduction or Elimination of Certain Fees.”

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After the seventh account year you will no longer pay the premium bonus option charge. We will administer the elimination of this charge by decreasing the number of accumulation units and increasing the accumulation unit values of the subaccounts in which you are then invested. The elimination of this charge and the adjustment of the number of accumulation units and accumulation unit values will not affect your account value. See “Your Account Value.”

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

•	If you exercise your free look privilege and cancel your contract. See “Right to Cancel.”

•	If a death benefit is payable based on account value, step-up value or roll-up value, but only the amount of any premium bonus credited to the account after or within 12 months of the date of death. See “Death Benefit—Premium Bonus.”

•

Unless prohibited by state law, if all or part of a purchase payment for which a premium bonus was credited is withdrawn during the first seven account years. The amount of the premium bonus forfeited will be in the same percentage as the amount withdrawn subject to an early withdrawal charge is to the total purchase payments made during the first account year. See “Withdrawals.”

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

Date

Purchase

Payment

Premium

Bonus

Account

Value

Withdrawal

Amount

Explanation

May 2, 2005

$100,000

$4,000

$104,000

—

You make a $100,000 initial purchase payment and we credit your account with a 4% ($4,000) premium bonus. Your beginning account value equals $104,000.

May 2, 2008

—

$120,000

$30,000

Assume that your account value grows to $120,000 over the next three years and you request a $30,000 withdrawal. $18,000 of that $30,000 will be subject to an early withdrawal charge ($30,000 minus $12,000 (the 10% free withdrawal amount, see “Fees—Free Withdrawals”)) and you would pay a $1,080 early withdrawal charge (6% of $18,000). Additionally, because $18,000 is 18% of the $100,000 purchase payment made in the first account year, 18% of your $4,000 premium bonus, or $720, would be forfeited.*

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

Suitability. If you expect to make purchase payments to your account after the first account year, the premium bonus option may not be right for you. Your account will not be credited with a premium bonus for purchase payments made after the first account year yet we will assess the premium bonus option charge against your account value which is increased by these additional purchase payments. Consequently, the amount of the premium bonus

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option charge you would pay over time may be more than the amount of the premium bonus we credited to your account. Also, if you anticipate that you will need to make withdrawals from your account during the first seven account years, you may not want to elect the premium bonus option. When you make such a withdrawal you may forfeit part of your premium bonus, and the amount of the premium bonus option charge you have paid may be more than the amount of the premium bonus not forfeited. Likewise, if you make a withdrawal during the first seven account years and the market is down, the amount of the bonus forfeited may be greater than the then current market value of the premium bonus. Your sales representative can help you decide if the premium bonus option is right for you.

Investment Options

The contract offers variable investment options and fixed interest options.

•

Mutual Fund (Fund) Descriptions. We provide brief descriptions of the funds in Appendix III. Investment results of the funds are likely to differ significantly and there is no assurance that any of the funds will achieve their respective investment objectives. You should consider the investment objectives, risks and charges and expenses of the funds carefully before investing. Please refer to the funds prospectuses for this and additional information. Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Unless otherwise noted, all funds are diversified as defined under the Investment Company Act of 1940. Fund prospectuses may be obtained, free of charge, from our Customer Service Center at the address and phone number listed in “Contract Overview—Questions: Contacting the Company,” by accessing the SEC’s web site or by contacting the SEC Public Reference Room.

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Certain funds are designated as “Master-Feeder,” “LifeStyle Funds” or “MarketPro Funds.” Funds offered in a Master Feeder structure (such as the American Funds) or fund of funds structure (such as LifeStyle Funds or MarketPro Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities. Consult with your investment professional to determine if the portfolios may be suited to your financial needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you need to change your investment strategy.

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•

ING GET U.S. Core Portfolio (formerly known as, and referred to herein as, “GET Fund”). A GET Fund series may be available during the accumulation phase of the Contract. We make a guarantee, as described below, when you allocate money into a GET Fund series. Each GET Fund series has an offering period of six months which precedes the guarantee period. The GET Fund investment option may not be available under your Contract or in your state.

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Various series of the GET Fund may be offered from time to time, and additional charges will apply if you elect to invest in one of these series. Please see Appendix V for a projected schedule of GET Fund Series Offerings. The Company makes a guarantee when you direct money into a GET Fund series. We guarantee that the value of an accumulation unit of the GET Fund subaccount for that series under the Contract on the maturity date will not be less than its value as determined after the close of business on the last day of the offering period for that GET Fund series. If the value on the maturity date is lower than it was on the last day of the offering period, we will add funds to the GET Fund subaccount for that series to make up the difference. This means that if you remain invested in the GET Fund series until the maturity date, at the maturity date, you will receive no less than the value of your separate account investment directed to the GET Fund series as of the last day of the offering period, less any maintenance fees or any amounts you transfer or withdraw from the GET Fund subaccount for that series. The value of dividends and distributions made by the GET Fund series throughout the guarantee period is taken into account in determining whether, for purposes of the guarantee, the value of your GET Fund investment on the maturity date is no less than its value as of the last day of the offering period.

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

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

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

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Fixed Interest Options. If available in your state, the ING USA Guaranteed Account (the “Guaranteed Account”) offers certain guaranteed minimum interest rates for a stated period of time. Amounts must remain in the Guaranteed Account for specific periods to receive the quoted interest rates, or a market value adjustment will be applied. The market value adjustment may be positive or negative. The Fixed Account guarantees payment of the minimum interest rate specified in the contract. The Fixed Account is only available in certain states. For a description of these options, see Appendices I and II and the Guaranteed Account prospectus. To obtain a copy of the Guaranteed Account prospectus, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271, call (800) 366-0066, or access the SEC’s website (http://www.sec.gov).

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Selecting Investment Options

•	Choose options appropriate for you. Your sales representative can help you evaluate which investment options may be appropriate for your financial goals.

•

Understand the risks associated with the options you choose. Some subaccounts invest in funds that are considered riskier than others. Funds with additional risks are expected to have values that rise and fall more rapidly and to a greater degree than other funds. For example, funds investing in foreign or international securities are subject to risks not associated with domestic investments, and their investment performance may vary accordingly. Also, funds using derivatives in their investment strategy may be subject to additional risks.

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

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

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

Additional Risks of Investing in the Funds (Mixed and Shared Funding). “Shared funding” occurs when shares of a fund, which the subaccounts buy for the contracts, are also bought by other insurance companies for their variable insurance contracts.

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

•	Shared—bought by more than one company.

•	Mixed—bought for annuities and life insurance.

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It is possible that a conflict of interest may arise due to mixed and/or shared funding, which could adversely impact the value of a fund. For example, if a conflict of interest occurred and one of the subaccounts withdrew its investment in a fund, the fund may be forced to sell its securities at disadvantageous prices, causing its share value to decrease. Each fund’s Board of Directors or Trustees will monitor events to identify any conflicts which may arise and to determine what action, if any, should be taken to address such conflicts.

Transfers Among Investment Options

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

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

Transfer Requests. Requests may be made in writing, by fax or telephone or, when available, electronically.

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Limits on Frequent or Disruptive Transfers. The Contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt management of a fund and raise its expenses through:

•	Increased trading and transaction costs;

•	Forced and unplanned portfolio turnover;

•	Lost opportunity costs; and

•	Large asset swings that decrease the fund's ability to provide maximum investment return to all contract owners.

This in turn can have an adverse effect on fund performance. Accordingly, individuals or organizations that use market-timing investment strategies or make frequent transfers should not purchase the Contract.

We have an excessive trading policy and monitor transfer activity. You will violate our excessive trading policy if your transfer activity:

•	Exceeds our current definition of excessive trading, as defined below;

•	Is identified as problematic by an underlying fund (even if the activity does not exceed our monitoring standard for excessive trading);

•	Is determined, in our sole discretion, to be disruptive due to the excessive dollar amounts involved; or

•	Is determined, in our sole discretion, to be not in the best interests of other contract owners.

If we determine that you have violated our excessive trading policy, we will take the following actions. Upon the first violation, we will send to you a one time warning letter. After a second violation, we will suspend your transfer privileges via facsimile, telephone, email and the internet, and your transfer privileges will be limited to submission by regular U.S. mail for a period of six months. Our suspension of your electronic transfer privileges will relate to all transfers, not just those fund(s) involved in the excessive transfer activity, and may extend to other company variable life insurance policies and variable annuity contracts that you own. It may be extended to other variable policies and contracts that are issued to you by our affiliates. At the end of the six month suspension period, your electronic transfer privileges will be reinstated. If, however, you violate our excessive trading policy again, after your electronic transfer privileges have been reinstated, we will suspend your electronic transfer privileges permanently. We will notify you in writing if we take any of these actions.

Additionally, if we determine that our excessive trading policy has been violated by a market-timing organization or an individual or other party that is authorized to give transfer instructions on your behalf, whether such violation relates to your Contract or another owner’s variable policy or contract, we will also take the following actions, without prior notice:

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•	Not accept transfer instructions from that organization, individual or other party; and

•	Not accept preauthorized transfer forms from market timing organizations, individuals or other parties acting on behalf of more than one contract owner at a time.

Our current definition of excessive trading is more than one purchase and sale of the same underlying fund within a 30-day period. We do not count transfers associated with scheduled dollar cost averaging or automatic rebalancing programs, transfers involving funds that affirmatively permit short-term trading in their fund shares, such as the ProFund portfolios, if available, transfers between a fund affirmatively permitting short-term trading and the Liquid Assets portfolio (subaccount), if available, and transfers involving certain de minimis amounts when determining whether transfer activity is excessive.

The company does not allow exceptions to our excessive trading policy. We reserve the right to modify our excessive trading policy, or the policy as it relates to a particular fund, at any time without prior notice, depending on, among other factors, the needs of the underlying fund(s), the best interests of contract owners and fund investors and/or state or federal regulatory requirements. If we modify our excessive trading policy, it will be applied uniformly to all contract owners or, as applicable, to all contract owners investing in the underlying fund.

Our excessive trading policy may not be completely successful in preventing market timing or excessive trading activity. If it is not completely successful, fund performance and management may be adversely affected, as noted above.

We currently require that orders received via facsimile to effect transactions in subaccounts that invest in ProFund portfolios, if available, be received at our Customer Service Center no later than 3 p.m., eastern time.

Limits Imposed by the Underlying Fund. Most underlying funds have their own excessive trading policies, and orders for the purchase of fund shares may be subject to acceptance by the fund. We reserve the right to reject, without prior notice, any allocation to a subaccount if the corresponding fund will not accept the allocation for any reason.

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Value of Your Transferred Dollars. The value of amounts transferred into or out of subaccounts will be based on the subaccount unit values next determined after we receive your transfer request in good order at our Customer Service Center or, if you are participating in the dollar cost averaging or account rebalancing programs, after your scheduled transfer or reallocation.

Telephone and Electronic Transactions: Security Measures. To prevent fraudulent use of telephone and electronic transactions (including, but not limited to, internet transactions), we have established security procedures. These include recording calls on our toll-free telephone lines and requiring use of a personal identification number (“PIN”) to execute transactions. You are responsible for keeping your PIN and account information confidential. If we fail to follow reasonable security procedures, we may be liable for losses due to unauthorized or fraudulent telephone or other electronic transactions. We are not liable for losses resulting from telephone or electronic instructions we believe to be genuine. If a loss occurs when we rely on such instructions, you will bear the loss.

The Dollar Cost Averaging Program. Dollar cost averaging is an investment strategy whereby you purchase fixed dollar amounts of an investment at regular intervals, regardless of price. Under this program a fixed dollar amount is automatically transferred from certain subaccounts, the Guaranteed Account or Fixed Account to any of the other subaccounts. A market value adjustment will not be applied to dollar cost averaging transfers from a guaranteed term of the Guaranteed Account during participation in the dollar cost averaging program. If such participation is discontinued, we will automatically transfer the remaining balance in that guaranteed term to another guaranteed term of the same duration, unless you initiate a transfer into another investment option. In either case a market value adjustment will apply. See Appendix I for more information about dollar cost averaging from the Guaranteed Account. If dollar cost averaging is stopped with respect to amounts invested in the Fixed Account, the remaining balance will be transferred to a money market subaccount.

Dollar cost averaging neither ensures a profit nor guarantees against loss in a declining market. You should consider your financial ability to continue purchases through periods of low price levels. There is no additional charge for this program and transfers made under this program do not count as transfers when determining the number of free transfers that may be made each account year. For additional information about this program, contact your sales

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representative or call us at the number listed in “Contract Overview—Questions: Contacting the Company.” In certain states, purchase payments allocated to the Fixed Account may require participation in the dollar cost averaging program.

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

Transfers Between Option Packages

You may transfer from one option package to another.

•	Transfers must occur on an account anniversary.

•	A written request for the transfer must be received by us within 60 days of an account anniversary.

•	The following minimum account values need to be met on the date of transfer:

Transfers to

Option Package I

Transfers to

Option Packages II or III

Minimum Account

Value

Non-Qualified: $15,000

Qualified: $1,500

Non-Qualified: $5,000

Qualified: $1,500

•	You will receive a new contract schedule page upon transfer.

•	Only one option package may be in effect at any time.

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Transfers to

Option Package I

Transfers to

Option Package II

Transfers to

Option Package III

Death Benefit¹:

The sum of all purchase payments made, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date, will continue to be calculated from the account effective date.

• The “step-up value” under Option Packages II and III will terminate on the new schedule effective date.

• The “roll-up value” under Option Package III will terminate on the new schedule effective date.

Death Benefit1:

• The sum of all purchase payments made, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date, will continue to be calculated from the account effective date.

• If transferring from Option Package I, the “step-up value” will be calculated beginning on the new schedule effective date.

• If transferring from Option Package III, the “step-up value” will continue to be calculated from the date calculated under Option Package III.

• The “roll-up value” under Option Package III will terminate on the new schedule effective date.

Death Benefit1:

• If transferring from Option Package I, the “step-up value” will be calculated beginning on the new schedule effective date.

• If transferring from Option Package II, the “step-up value” will continue to be calculated from the date calculated under Option Package II.

• The “roll-up value” will be calculated beginning on the new schedule effective date.

Nursing Home Waiver²:

• The availability of the waiver of the early withdrawal charge under the Nursing Home Waiver will terminate on the new schedule effective date.

Nursing Home Waiver²:

• If transferring from Option Package I, the waiting period under the Nursing Home Waiver will begin to be measured from the new schedule effective date.

• If transferring from Option Package III, the waiting period will have been satisfied on the new schedule effective date.

Nursing Home Waiver²:

• If transferring from Option Package I, the waiting period under the Nursing Home Waiver will begin to be measured from the new schedule effective date.

• If transferring from Option Package II, the waiting period will have been satisfied on the new schedule effective date.

Free Withdrawals³:

• If transferring from Option Package III, any available free withdrawal amount in excess of 10% will be lost as of the new schedule effective date.

Free Withdrawals³:

• If transferring from Option Package III, any available free withdrawal amount in excess of 10% will be lost as of the new schedule effective date.

Free Withdrawals³:

• The cumulative to 30% available free withdrawal amount will begin to be calculated as of the new schedule effective date.

¹ See “Death Benefit.”

² See “Fees—Nursing Home Waiver.”

³ See “Fees—Free Withdrawals.”

Fees

The following repeats and adds to information provided in the “Fee Table” section. Please review both sections for information on fees.

TRANSACTION FEES

Early Withdrawal Charge

Withdrawals of all or a portion of your account value may be subject to a charge. In the case of a partial withdrawal where you request a specified dollar amount, the amount withdrawn from your account will be the amount you specified plus adjustment for any applicable early withdrawal charge.

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Amount. A percentage of the purchase payments that you withdraw. The percentage will be determined by the early withdrawal charge schedule that applies to your account.

Early Withdrawal Charge Schedules

(As a percentage of payments withdrawn.)

Years from Receipt of

Purchase Payment

Early

Withdrawal Charge

Less than 2

2 or more but less than 4

4 or more but less than 5

5 or more but less than 6

6 or more but less than 7

7 or more

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

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

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

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

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

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

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

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

•	Used to provide income phase payments to you;

•	Paid due to the annuitant’s death during the accumulation phase in an amount up to the sum of purchase payments made, minus the total of all partial withdrawals, amounts applied to an income phase payment option and deductions made prior to the annuitant’s death;

•	Paid upon a full withdrawal where your account value is $2,500 or less and no part of the account has been withdrawn during the prior 12 months;

•	Taken because of the election of a systematic distribution option (see “Systematic Distribution Options”);

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

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If approved in your state, taken under a qualified contract, when the amount withdrawn is equal to the minimum distribution required by the Tax Code for your account calculated using a method permitted under the Tax Code and agreed to by us (including required minimum distributions using the ECO systematic distribution option (see “Systematic Distribution Options”)); or

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•	Paid upon termination of your account by us (see “Other Topics — Involuntary Terminations”).

Nursing Home Waiver. Under Option Packages II and III, you may withdraw all or a portion of your account value without an early withdrawal charge if:

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

•	The withdrawal is requested within three years of the annuitant’s admission to a licensed nursing care facility (in Oregon there is no three year limitation period and in New Hampshire non-licensed facilities are included); and

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

We will not waive the early withdrawal charge if the annuitant was in a nursing care facility for at least one day during the two-week period immediately preceding or following the schedule effective date. It will also not apply to contracts where prohibited by state law.

Annual Maintenance Fee

Maximum Amount. $30.00

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

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

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

Transfer Charge

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

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

Redemption Fees

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If applicable, we may deduct the amount of any redemption fees imposed by the underlying portfolios as a result of withdrawals, transfers or other fund transactions you initiate. Redemption fees, if any, are separate and distinct from any transaction charges or other charges deducted from your contract value. For a more complete description of the funds' fees and expenses, review each fund's prospectus.

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FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT

Mortality and Expense Risk Charge

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

Option Package I	Option Package II	Option Package III
0.80%	1.10%	1.25%

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During the income phase this charge, on an annual basis, is equal to 1.25% of amounts invested in the subaccounts. See “The Income Phase- Charges Deducted.”

When/How. We deduct this charge daily from the subaccounts corresponding to the funds you select. We do not deduct this charge from any fixed interest option.

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

•	The mortality risks are those risks associated with our promise to provide a death

benefit and make lifetime income phase payments based on annuity rates specified in the contract.

•	The expense risk is the risk that the actual expenses we incur under the contract will exceed the maximum costs that we can charge.

If the amount we deduct for this charge is not enough to cover our mortality costs and expenses under the contract, we will bear the loss. We may use any excess to recover distribution costs relating to the contract and as a source of profit. We expect to make a profit from this charge.

Administrative Expense Charge

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

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

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

When/How. If imposed, we deduct this charge daily from the subaccounts corresponding to the funds you select. We do not deduct this charge from the fixed interest options. If we are imposing this charge when you enter the income phase, the charge will apply to you during the entire income phase.

Purpose. This charge helps defray our administrative expenses.

Premium Bonus Option Charge.

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

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

Purpose. This charge compensates us for the cost associated with crediting the premium bonus to your account on purchase payments made during the first account year.

ING GET U.S. Core Portfolio Guarantee Charge.

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

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

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Purpose. This charge compensates us for the cost of providing a guarantee of accumulation unit values of the GET Fund subaccount. See “Investment Options-Variable Investment Options.”

REDUCTION OR ELIMINATION OF CERTAIN FEES

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

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

•	The amount of expected purchase payments;

•	A prior or existing relationship with the Company, such as being an employee or

former employee of the Company or one of our affiliates, receiving distributions or making transfers from other contracts issued by us or one of our affiliates or transferring amounts held under qualified retirement plans sponsored by us or one of our affiliates;

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

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

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

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

FUND EXPENSES

Trust and Fund Expenses

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Each fund deducts management fees from the amounts allocated to the funds. In addition, each fund deducts other expenses which may include service fees which are used to compensate service providers, including the Company and its affiliates, for administrative and contract owner services provided on behalf of the fund. Furthermore, certain funds deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended to result in the sale of fund shares. For a more complete description of the funds’ fees and expenses, review each fund’s prospectus.

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The Company, or its U.S. affiliates, receives from each of the funds or the funds’ affiliates varying levels and types of revenue with respect to each of the funds available through the Contract. In terms of total dollar amounts received, the greatest amount of revenue comes from assets allocated to funds managed by ING Investments, LLC or other Company affiliates, which funds may or may not also be sub-advised by another Company affiliate. Assets allocated to funds managed by a Company affiliate, Directed Services, Inc., for example, but which are sub-advised by unaffiliated third parties generate the next greatest amount of revenue. Finally, assets allocated to unaffiliated funds generate the least amount of revenue.

Types of Revenue Received from Affiliated Funds

Affiliated funds are (a) funds managed by ING Investments, LLC or other Company affiliates, which may or may not also be sub-advised by a Company affiliate; and (b) funds managed by a Company affiliate but which are sub-advised by unaffiliated third parties.

Revenues received by the Company from affiliated funds include:

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Service fees that are deducted from fund assets..

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For certain share classes, the Company may also receive compensation paid out of 12b-1 fees that are deducted from fund assetsand disclosed in the fund prospectus..

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Additionally, the Company receives other revenues from affiliated funds and/or their affiliates which may be based either on an annual percentage of average net assets held in the fund by the Company or a percentage of the management fees. These revenues may be received as cash payments or according to a variety of financial accounting techniques which are used to allocate revenue and profits across ING businesses. For funds sub-advised by unaffiliated third parties, once the sub-adviser has been paid, the adviser may share a portion of the remaining management fee with the Company. Because sub-advisory fees vary by sub-adviser, varying amounts of revenue are retained by the affiliated investment adviser and ultimately shared with the Company.

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Types of Revenue Received from Unaffiliated Funds

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Revenues received from each of the unaffiliated funds or their affiliates are based on an annual percentage of the average net assets held in that fund by the Company. Some unaffiliated funds or their affiliates pay us more than others and some of the amounts we receive may be significant.

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Revenues received by the Company from unaffiliated funds include:

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

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Any such fees deducted from fund assets are disclosedin the fund prospectus•

We may also receive additional payments for administrative, recordkeeping or other services which we provide to the funds or their affiliates or as an incentive for us to make the funds available through the Contract. These additional payments may be used by us to finance distribution of the Contract.

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The following table shows the unaffiliated fund families which have funds currently offered through the Contract, ranked according to total dollar amounts they paid to the Company or its affiliates in 2005:

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Fidelity Variable Insurance Products Portfolio

ProFunds VP

Franklin Templeton Variable Insurance Products Trust

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If the revenues received from affiliated funds were included in the table above, payments to the Company or its affiliates by ING Investments, LLC and other Company affiliates would be at the top of the list.

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Additional Compensation and Benefits Received

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Management personnel of the Company, and of its affiliated broker-dealers, may receive additional compensation if the overall amount of investments in funds advised by the Company or its affiliates meets certain target levels or increases over time. Compensation for certain management personnel, including sales management personnel, may be enhanced if the overall amount of investments in the contracts and other products issued or advised by the Company or its affiliates increases over time. Certain sales management personnel may also receive compensation that is a specific percentage of the commissions paid to distributors or of purchase payments received under the contracts.

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In addition to the types of revenue received from affiliated and unaffiliated funds described above, affiliated and unaffiliated funds and their investment advisers, subadvisers or affiliates may participate at their own expense in company sales conferences or educational and training meetings. In relation to such participation, a fund’s investment adviser, subadviser or affiliate may help offset the cost of the meetings or sponsor events associated with the meetings. In exchange for these expense offset or sponsorship arrangements, the investment adviser, subadviser or affiliate may receive certain benefits and access opportunities to company sales representatives and wholesalers rather than monetary benefits. These benefits and opportunities include, but are not limited to co-branded marketing materials; targeted marketing sales opportunities; training opportunities at meetings; training modules for sales personnel; and opportunity to host due diligence meetings for representatives and wholesalers.

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Certain funds are designated as “Master-Feeder”, “LifeStyle Funds” or “MarketPro Funds.” Funds offered in a Master Feeder structure (such as the American Funds) or fund of funds structure (such as LifeStyle Funds or MarketPro Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities. The fund prospectus reflects the aggregate annual operating expenses of each portfolio and its corresponding underlying fund or funds.

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PREMIUM AND OTHER TAXES

Maximum Amount. Some states and municipalities charge a premium tax on annuities. These taxes currently range from 0% to 4%, depending upon the jurisdiction.

When/How. We reserve the right to deduct a charge for premium taxes from your account value or from purchase payments to the account at any time, but not before there is a tax liability under state law. For example, we may deduct a charge for premium taxes at the time of a complete withdrawal or we may reflect the cost of premium taxes in our income phase payment rates when you commence income phase payments.

We will not deduct a charge for any municipal premium tax of 1% or less, but we reserve the right to reflect such an expense in our annuity purchase rates.

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

Your Account Value

During the accumulation phase your account value at any given time equals:

•	The current dollar value of amounts invested in the subaccounts; plus

•	The current dollar values of amounts invested in the fixed interest options, including interest earnings to date.

Subaccount Accumulation Units. When you select a fund as an investment option, your account dollars invest in “accumulation units” of the Separate Account B subaccount corresponding to that fund. The subaccount invests directly in the fund shares. The value of your interests in a subaccount is expressed as the number of accumulation units you hold multiplied by an “accumulation unit value,” as described below, for each unit.

Accumulation Unit Value (AUV). The value of each accumulation unit in a subaccount is called the accumulation unit value or AUV. The AUV varies daily in relation to the underlying fund’s investment performance. The value also reflects deductions for fund fees and expenses, the mortality and expense risk charge, the administrative expense charge, the premium bonus option charge (if any) and, for amounts allocated to the ING GET U.S. Core Portfolio subaccount only, the GET Fund guarantee charge. We discuss these deductions in more detail in “Fee Table” and “Fees.”

Valuation. We determine the AUV every normal business day after the close of the New York Stock Exchange (normally at 4:00 p.m. eastern time). At that time we calculate the current AUV by multiplying the AUV last calculated by the “net investment factor” of the subaccount. The net investment factor measures the investment performance of the subaccount from one valuation to the next.

Current AUV = Prior AUV x Net Investment Factor

Net Investment Factor. The net investment factor for a subaccount between two consecutive valuations equals the sum of 1.0000 plus the net investment rate.

Net Investment Rate. The net investment rate is computed according to a formula that is equivalent to the following:

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The net assets of the fund held by the subaccount as of the current valuation; minus

•

The net assets of the fund held by the subaccount at the preceding valuation; plus or minus

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Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability offset by foreign tax credits to the extent allowed); divided by

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The total value of the subaccount’s units at the preceding valuation; minus

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A daily deduction for the mortality and expense risk charge and the administrative expense charge, if any, and any other fees deducted from investments in the separate account, such as the premium bonus option charge and guarantee charges for the GET fund. See “Fees.”

The net investment rate may be either positive or negative.

Hypothetical Illustration. As a hypothetical illustration assume that your initial purchase payment to a qualified contract is $5,000 and you direct us to invest $3,000 in Fund A and $2,000 in Fund B. Also assume that you did not elect the premium bonus option and on the day we receive the purchase payment the applicable AUVs after the next close of business of the New York Stock Exchange are $10 for Subaccount A and $20 for Subaccount B. Your account is credited with 300 accumulation units of Subaccount A and 100 accumulation units of Subaccount B.

			$5,000 Purchase Payment
Step 1: You make an initial purchase payment of $5000.		Step 1 ¯
	ING USA Annuity and Life Insurance Company
Step 2:		Step 2 ¯
A. You direct us to invest $3,000 in Fund A. The purchase payment purchases 300 accumulation units of Subaccount A ($3,000 divided by the current $10 AUV). B. You direct us to invest $2,000 in Fund B. The purchase payment purchases 100 accumulation units of Subaccount B ($2,000 divided by the current $20 AUV).		Separate Account B
		Subaccount A 300 accumulation units			Subaccount B 100 accumulation units			Etc.
		¯		Step 3			¯
Step 3: The separate account purchases shares of the applicable funds at the then current market value (net asset value or NAV).		Mutual Fund A				Mutual Fund B

Each fund’s subsequent investment performance, expenses and charges, and the daily charges deducted from the subaccount, will cause the AUV to move up or down on a daily basis.

Purchase Payments to Your Account. If all or a portion of your initial purchase payment is directed to the subaccounts, it will purchase subaccount accumulation units at the AUV next computed after our acceptance of your application as described in “Purchase and Rights.” Subsequent purchase payments or transfers directed to the subaccounts will purchase subaccount accumulation units at the AUV next computed following our receipt of the purchase payment or transfer request in good order. The AUV will vary day to day.

Withdrawals

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Taxes, Fees and Deductions

Amounts withdrawn may be subject to one or more of the following:

• Early Withdrawal Charge (see “Fees—Early Withdrawal Charge”)

• Annual Maintenance Fee (see “Fees—Annual Maintenance Fee”)

• Premium Bonus Option Charge (See “Premium Bonus Option—Premium Bonus Option Charge”)

• Market Value Adjustment for amounts held in the Guaranteed Account (see Appendix I and the Guaranteed Account prospectus)

• Tax Penalty (see “Taxation”)

• Tax Withholding (see “Taxation”)

To determine which may apply to you, refer to the appropriate sections of this prospectus, contact your sales representative or call us at the number listed in “Contract Overview—Questions: Contacting the Company.”

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

Steps for Making A Withdrawal

• Select the withdrawal amount.

(1) Full Withdrawal: You will receive, reduced by any required withholding tax, your account value allocated to the subaccounts, the Guaranteed Account (plus or minus any applicable market value adjustment) and the Fixed Account, minus any applicable early withdrawal charge, annual maintenance fee and forfeited premium bonus.

(2) Partial Withdrawal (Percentage or Specified Dollar Amount): You will receive, reduced by any required withholding tax, the amount you specify, subject to the value available in your account. However, the amount actually withdrawn from your account will be adjusted by any applicable early withdrawal charge, any positive or negative market value adjustment for amounts withdrawn from the Guaranteed Account and any forfeited premium bonus. See Appendices I and II and the Guaranteed Account prospectus for more information about withdrawals from the Guaranteed Account and the Fixed Account.

• Select investment options. If you do not specify this, we will withdraw dollars from each investment option in which you have account value in the same proportion as that value bears to your total account value.

• Properly complete a disbursement form and deliver it to our Customer Service Center.

Restrictions on Withdrawals from 403(b) Plan Accounts

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

Calculation of Your Withdrawal. We determine your account value every normal business day after the close of the New York Stock Exchange. We pay withdrawal amounts based on your account value as of the next valuation after we receive a request for withdrawal in good order at our Customer Service Center.

Delivery of Payment. Payments for withdrawal requests will be made in accordance with SEC requirements. Normally, your withdrawal amount will be sent no later than seven calendar days following our receipt of your properly-completed disbursement form in good order.

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

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Systematic Distribution Options

Systematic distribution options may be exercised at any time during the accumulation phase. The following systematic distribution options may be available:

• SWO—Systematic Withdrawal Option. SWO is a series of automatic partial withdrawals from your account based on a payment method you select. Consider this option if you would like a periodic income while retaining investment flexibility for amounts accumulated in the account.

• ECO—Estate Conservation Option. ECO offers the same investment flexibility as SWO, but is designed for those who want to receive only the minimum distribution that the Tax Code requires each year. Under ECO we calculate the minimum distribution amount required by law, generally at age 70½, and pay you that amount once a year. ECO is not available under nonqualified contracts. An early withdrawal charge will not be deducted from and a market value adjustment will not be applied to any part of your account value paid under an ECO.

Features of a Systematic Distribution Option

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

• LEO—Life Expectancy Option. LEO provides for annual payments for a number of years equal to your life expectancy or the life expectancy of you and a designated beneficiary. It is designed to meet the substantially equal periodic payment exception to the 10% premature distribution penalty under Tax Code section 72. See “Taxation.”

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

Systematic Distribution Option Availability. Withdrawals under a systematic distribution option are limited to your free withdrawal amount. See “Fees – Early Withdrawal Charge – Free Withdrawals.” If allowed by applicable law, we may discontinue the availability of one or more of the systematic distribution options for new elections at any time and/or to change the terms of future elections.

Eligibility for a Systematic Distribution Option. To determine if you meet the age and account value criteria and to assess terms and conditions that may apply, contact your sales representative or our Customer Service Center at the number listed in “Contract Overview—Questions: Contacting the Company.”

Terminating a Systematic Distribution Option. You may revoke a systematic distribution option at any time by submitting a written request to our Customer Service Center. ECO, once revoked, may not, unless allowed under the Tax Code, be elected again.

Charges and Taxation. When you elect a systematic distribution option your account value remains in the accumulation phase and subject to the charges and deductions described in the “Fees” and “Fee Table” sections. Taking a withdrawal under a systematic distribution option, or later revoking the option, may have tax consequences. If you are concerned about tax implications, consult a qualified tax adviser before electing an option.

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Death Benefit

During the Accumulation Phase

When is a Death Benefit Payable? During the accumulation phase a death benefit is payable when the contract holder or the annuitant dies. If there are joint contract holders, the death benefit is payable when either one dies.

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

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

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

This section provides information about the death benefit during the accumulation phase. For death benefit information applicable to the income phase, see “The Income Phase.”

Terms to Understand: Account Year/Account Anniversary: A period of 12 months measured from the date we established your account and each anniversary of this date. Account anniversaries are measured from this date.

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

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Option Package I

Option Package II

Option Package III

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

Claim Date: The date proof of death and the beneficiary’s right to receive the death benefit are received in good order at our Customer Service Center. Please contact our Customer Service Center to learn what information is required for a request for payment of the death benefit to be in good order.

Contract Holder (You/Your): The contract holder of an individually owned contract or the certificate holder of a group contract. The contract holder and annuitant may be the same person.

Schedule Effective Date: The date an option package and benefits become effective. The initial schedule effective date equals the date we established your account. Thereafter, this date can occur only on an account anniversary.

Death Benefit on Death of the Annuitant:

The greater of:

(1) The sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date; or

(2) The account value* on the claim date.

The greatest of:

(1) The sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date; or

(2) The account value* on the claim date; or

(4) The “step-up value”* (as described below) on the claim date.

The greatest of:

(1) The sum of all purchase payments, adjusted for amounts withdrawn or applied to an income phase payment option as of the claim date; or

(2) The account value* on the claim date; or

(3) The “step-up value”* (as described below) on the claim date; or

(4) The “roll-up value”* (as described below) on the claim date.

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

Step-up Value. On the schedule effective date, the step-up value is equal to the greater of:

•	The account value; or

•	The step-up value, if any, calculated on the account anniversary prior to the schedule effective date, adjusted for purchase payments made and amounts withdrawn or applied to an income phase payment option during the prior account year.

Thereafter, once each year on the anniversary of the schedule effective date until the anniversary immediately preceding the annuitant’s 85^th birthday or death, whichever is earlier, the step-up value is equal to the greater of:

•	The step-up value most recently calculated, adjusted for purchase payments made and amounts withdrawn or applied to an income phase payment option during the prior account year; or

•	The account value on that anniversary of the schedule effective date.

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

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

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

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

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

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

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

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

Prior to the election of a method of payment of the death benefit by the beneficiary, the account value will remain in the account and continue to be affected by the investment performance of the investment option(s) selected. The beneficiary has the right to allocate or transfer any amount to any available investment option (subject to a market value adjustment, as applicable). The amount paid to the beneficiary will equal the adjusted account value on the day the payment is processed. Unless the beneficiary elects otherwise, the distribution will be made into an interest bearing account, backed by our general account, that is accessed by the beneficiary through a checkbook feature. The beneficiary may access death benefit proceeds at any time without penalty. Interest earned on this account may be less than interest paid on other settlement options.

Death Benefit Amounts in Certain Cases

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

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

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

(2)	In calculating the step-up value, the step-up value on the claim date following the original contract holder’s/annuitant’s death shall be treated as the spousal beneficiary’s initial step-up value; and

(3)	In calculating the roll-up value, the roll-up value on the claim date following the original contract holder’s/annuitant’s death shall be treated as the initial roll-up value.

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

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

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

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

Death Benefit—Methods of Payment

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

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•	Apply some or all of the account value, plus or minus any market value adjustment, to any of the income phase payment options (subject to the Tax Code distribution rules (see “Taxation Minimum Distribution Requirements”));

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

•	Elect SWO, ECO or LEO (described in “Systematic Distribution Options”), provided the election would satisfy the Tax Code minimum distribution rules.

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

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

For Nonqualified Contracts.

(1)

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

As the successor contract holder, the beneficiary may exercise all rights under the account and has the following options:

(a)

Continue the contract in the accumulation phase;

(b)

Elect to apply some or all of the account value, plus or minus any market value adjustment, to any of the income phase payment options; or

(c)

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

If you die and are not the annuitant, an early withdrawal charge will apply if a

lump sum is elected.

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

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

(3)

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

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

Taxation. In general, payments received by your beneficiary after your death are taxed to the beneficiary in the same manner as if you had received those payments. Additionally, your beneficiary may be subject to tax penalties if he or she does not begin receiving death benefit payments within the time-frame required by the Tax Code. See “Taxation.”

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The Income Phase

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

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

•	Payment start date;

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

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

•	Choice of fixed, variable or a combination of both fixed and variable payments; and

•	Selection of an assumed net investment rate (only if variable payments are elected).

Your account will continue in the accumulation phase until you properly initiate income phase payments. Once an income phase payment option is selected it may not be changed.

What Affects Payment Amounts? Some of the factors that may affect the amount of your income phase payments include your age, gender, account value, the income phase payment option selected, the number of guaranteed payments (if any) selected and whether you select fixed, variable or a combination of both fixed and variable payments and, for variable payments, the assumed net investment rate selected.

Fixed Payments. Amounts funding fixed income phase payments will be held in the Company’s general account. The amount of fixed payments does not vary with investment performance over time.

Variable Payments. Amounts funding your variable income phase payments will be held in the subaccount(s) you select. Not all subaccounts available during the accumulation phase may be available during the income phase. Payment amounts will vary depending upon the performance of the subaccounts you select. For variable income phase payments, you must select an assumed net investment rate.

Assumed Net Investment Rate. If you select variable income phase payments, you must also select an assumed net investment rate of either 5% or 3½%. If you select a 5% rate, your first income phase payment will be higher, but subsequent payments will increase only if the investment performance of the subaccounts you selected is greater than 5% annually, after deduction of fees. Payment amounts will decline if the investment performance is less than 5%, after deduction of fees.

If you select a 3½% rate, your first income phase payment will be lower and subsequent payments will increase more rapidly or decline more slowly depending upon changes to the net investment rate of the subaccounts you selected. For more information about selecting an assumed net investment rate, call us for a copy of the SAI. See “Contract Overview—Questions: Contacting the Company.”

Minimum Payment Amounts. The income phase payment option you select

must result in:

•	A first income phase payment of at least $50; and

•	Total yearly income phase payments of at least $250.

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

Restrictions on Start Dates and the Duration of Payments. Income phase payments may not begin during the first account year, or, unless we consent, later than the later of:

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(a)	The first day of the month following the annuitant’s 85^th birthday; or

(b)	The tenth anniversary of the last purchase payment made to your account.

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

For qualified contracts only, income phase payments may not extend beyond:

(a)	The life of the annuitant;

(b)	The joint lives of the annuitant and beneficiary;

(c)	A guaranteed period greater than the annuitant’s life expectancy; or

(d)	A guaranteed period greater than the joint life expectancies of the annuitant and beneficiary.

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

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

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

Charges Deducted.

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If variable income phase payments are selected, we make a daily deduction for mortality and expense risks from amounts held in the subaccounts. Therefore, if you choose variable income phase payments and a nonlifetime income phase payment option, we still make this deduction from the subaccounts you select, even though we no longer assume any mortality risks. The amount of this charge, on an annual basis, is equal to 1.25% of amounts invested in the subaccounts. See “Fees—Mortality and Expense Risk Charge.”

•

There is currently no administrative expense charge during the income phase. We reserve the right, however, to charge an administrative expense charge of up to 0.25% during the income phase. If imposed, we deduct this charge daily from the subaccounts corresponding to the funds you select. If we are imposing this charge when you enter the income phase, the charge will apply to you during the entire income phase. See “Fees—Administrative Expense Charge.”

•

If you elected the premium bonus option and variable income phase payments, we may also deduct the premium bonus option charge. We deduct this charge daily during the first seven account years from the subaccounts corresponding to the funds you select. If fixed income phase payments are selected, this charge may be reflected in the income phase payment rates. See “Fees—Premium Bonus Option Charge.”

Death Benefit during the Income Phase. The death benefits that may be available to a beneficiary are outlined in the income phase payment options table below. If a lump-sum payment is due as a death benefit, we will make payment within seven calendar days after we receive proof of death acceptable to us and the request for the payment in good order at our Customer Service Center. Unless the beneficiary elects otherwise, the distribution will be made into an interest bearing account, backed by our general account, that is accessed by the beneficiary through a checkbook feature. The beneficiary may access death benefit proceeds at any time without penalty. Interest earned on this account may be less than interest paid on other settlement options. If continuing income phase payments are elected, the beneficiary may not elect to receive a lump sum at a future date unless the income phase payment option specifically allows a withdrawal right. We will calculate the value of any death benefit at the next valuation after we receive proof of death and a request for payment. Such value will be reduced by any payments made after the date of death.

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

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Partial Entry into the Income Phase. You may elect an income phase payment option for a portion of your account dollars, while leaving the remaining portion invested in the accumulation phase. Whether the Tax Code considers such payments taxable as income phase payments or as withdrawals is currently unclear; therefore, you should consult with a qualified tax adviser before electing this option. The same or different income phase payment option may be selected for the portion left invested in the accumulation phase.

Taxation. To avoid certain tax penalties, you or your beneficiary must meet the distribution rules imposed by the Tax Code. Additionally, when selecting an income phase payment option, the Tax Code requires that your expected payments will not exceed certain durations. See “Taxation” for additional information.

Payment Options.

The following table lists the income phase payment options and accompanying death benefits available during the income phase. We may offer additional income phase payment options under the contract from time to time. Once income phase payments begin the income phase payment option selected may not be changed.

Terms to understand:

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

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

Lifetime Income Phase Payment Options

Life Income

Length of Payments: For as long as the annuitant lives. It is possible that only one payment will be made if the annuitant dies prior to the second payment’s due date.

Death Benefit—None: All payments end upon the annuitant’s death.

Life Income—

Guaranteed

Payments

Length of Payments: For as long as the annuitant lives, with payments guaranteed for your choice of 5 to 30 years or as otherwise specified in the contract.

Death Benefit—Payment to the Beneficiary: If the annuitant dies before we have made all the guaranteed payments, we will continue to pay the beneficiary the remaining payments, unless the beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.

Life Income—

Two Lives

Length of Payments: For as long as either annuitant lives. It is possible that only one payment will be made if both annuitants die before the second payment’s due date.

Continuing Payments: When you select this option you choose for:

(a) 100%, 66 2/3% or 50% of the payment to continue to the surviving annuitant after the first death; or

(b) 100% of the payment to continue to the annuitant on the second annuitant’s death, and 50% of the payment to continue to the second annuitant on the annuitant’s death.

Death Benefit—None: All payments end upon the death of both annuitants.

Life Income—

Two Lives—

Guaranteed

Payments

Length of Payments: For as long as either annuitant lives, with payments guaranteed from 5 to 30 years or as otherwise specified in the contract.

Continuing Payments: 100% of the payment to continue to the surviving annuitant after the first death.

Death Benefit—Payment to the Beneficiary: If both annuitants die before we have made all the guaranteed payments, we will continue to pay the beneficiary the remaining payments, unless the beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments.

Life Income— Cash Refund Option (limited availability—fixed payments only)

Length of Payments: For as long as the annuitant lives.

Death Benefit—Payment to the Beneficiary: Following the annuitant’s death, we will pay a lump sum payment equal to the amount originally applied to the income phase payment option (less any applicable premium tax) and less the total amount of income payments paid.

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Life Income—Two Lives—Cash Refund Option (limited availability—fixed payments only)

Length of Payments: For as long as either annuitant lives.

Continuing Payments: 100% of the payment to continue after the first death.

Death Benefit—Payment to the Beneficiary: When both annuitants die we will pay a lump-sum payment equal to the amount applied to the income phase payment option (less any applicable premium tax) and less the total amount of income payments paid.

Nonlifetime Income Phase Payment Option

Nonlifetime—

Guaranteed

Payments

Length of Payments: You may select payments for 5 to 30 years (15 to 30 years if you elected the premium bonus option). In certain cases a lump-sum payment may be requested at any time (see below).

Death Benefit—Payment to the Beneficiary: If the annuitant dies before we make all the guaranteed payments, we will continue to pay the beneficiary the remaining payments, unless the beneficiary elects to receive a lump-sum payment equal to the present value of the remaining guaranteed payments. We will not impose any early withdrawal charge.

Lump-Sum Payment: If the “Nonlifetime—Guaranteed Payments” option is elected with variable payments, you may request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. Any such lump-sum payments will be treated as a withdrawal during the accumulation phase and we will charge any applicable early withdrawal charge. See “Fees—Early Withdrawal Charge.” Lump-sum payments will be sent within seven calendar days after we receive the request for payment in good order at our Customer Service Center.

Calculation of Lump-Sum Payments: If a lump-sum payment is available under the income phase payment options above, the rate used to calculate the present value of the remaining guaranteed payments is the same rate we used to calculate the income phase payments (i.e., the actual fixed rate used for fixed payments or the 3½% or 5% assumed net investment rate used for variable payments).

Taxation

Introduction

This section discusses our understanding of current federal income tax laws affecting the contract. You should keep the following in mind when reading it:

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Your tax position (or the tax position of the designated beneficiary, as applicable) determines federal taxation of amounts held or paid out under the contract;

•

Tax laws change. It is possible that a change in the future could affect contracts issued in the past;

•

This section addresses federal income tax rules and does not discuss federal estate and gift tax implications, state and local taxes, foreign taxes or any other tax provisions; and

•

We do not make any guarantee about the tax treatment of the contract or transactions involving the contract.

We do not intend this information to be tax advice. For advice about the effect of federal income taxes or any other taxes on amounts held or paid out under the contract, consult a tax adviser. For more comprehensive information, contact the Internal Revenue Service (IRS).

Types of Contracts: Non-Qualified or Qualified

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The contract may be purchased on a non-tax-qualified basis or purchased on a tax-qualified basis. Non-qualified contracts are purchased with after tax contributions and are not related to retirement plans that receive special income tax treatment under the Tax Code.

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Qualified contracts are designed for use by individuals whose premium payments are comprised solely of proceeds from and/or contributions under retirement plans that are intended to qualify as plans entitled to special income tax treatment under Sections 401(a), 403(a), 403(b), 408, 408A or 457 of the Tax Code. The ultimate effect of federal

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income taxes on the amounts held under a contract, or annuity payments, depends on the type of retirement plan, on the tax and employment status of the individual concerned, and on your tax status. In addition, certain requirements must be satisfied in purchasing a qualified contract with proceeds from a tax-qualified plan in order to continue receiving favorable tax treatment. Some retirement plans are subject to additional distribution and other requirements that are not incorporated into our contract. Because the Plan is not part of the contract, we are not bound by any Plan’s terms or conditions. Contract owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contract comply with applicable law. Therefore, you should seek competent legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion assumes that qualified contracts are purchased with proceeds from and/or contributions under retirement plans that qualify for the intended special federal income tax treatment.

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Taxation of Non-Qualified Contracts

Taxation Prior to Distribution

We believe that if you are a natural person you will generally not be taxed on increases in the value of a non-qualified contract until a distribution occurs or until annuity payments begin. This assumes that the contract will qualify as an annuity contract for federal income tax purposes. For these purposes, the agreement to assign or pledge any portion of the contract value generally will be treated as a distribution. In order to receive deferral of taxation, the following requirements must be satisfied:

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Diversification. Tax Code Section 817(h) requires investments within a separate account, such as our variable account, to be adequately diversified. The Treasury has issued regulations which set the standards for measuring the adequacy of any diversification, and the IRS has published various revenue rulings and private letter rulings addressing diversification issues. To be adequately diversified, each subaccount and its corresponding fund must meet certain tests. If these tests are not met, you would then be subject to federal income tax on your contract income as you earn it. Each subaccount’s corresponding fund has represented that it will meet the diversification standards that apply to your contract. Accordingly, we believe it is reasonable to conclude the diversification requirements have been satisfied. If it is determined, however, that your contract does not satisfy the applicable diversification regulations and rulings because a subaccount's corresponding fund fails to be adequately diversified for whatever reason, we will take appropriate and reasonable steps to bring your contract into compliance with such regulations and rulings and we reserve the right to modify your contract as necessary in order to do so.

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Investor Control. Although earnings under non-qualified contracts are generally not taxed until withdrawn, the IRS has stated in published rulings that a variable contract owner will be considered the owner of separate account assets if the contract owner possesses incidents of investment control over the assets. In these circumstances, income and gains from the separate account assets would be currently includible in the variable contract owner’s gross income. Future guidance regarding the extent to which owners could direct their investments among subaccounts without being treated as owners of the underlying assets of the separate account’, may adversely affect the tax treatment of existing contracts. The Company therefore reserves the right to modify the contract as necessary to attempt to prevent the contract holder from being considered the federal tax owner of a pro rata share of the assets of the separate account.

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Required Distributions. In order to be treated as an annuity contract for federal income tax purposes, the Tax Code requires any non-qualified contract to contain certain provisions specifying how your interest in the contract will be distributed in the event of your death. The non-qualified contracts contain provisions that are intended to comply with these Tax Code requirements, although no regulations interpreting these requirements have yet been issued. We intend to review such distribution provisions and modify them if necessary to assure that they comply with the applicable requirements when such requirements are clarified by regulation or otherwise. See “Death Benefit Choices” for additional information on required distributions from non-qualified contracts.

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Non-Natural Persons. The owner of any annuity contract who is not a natural person generally must include in income any increase in the excess of the contract value over the “investment in the contract” (generally, the premiums or other consideration you paid for the contract less any nontaxable withdrawals) during the taxable year. There are some exceptions to this rule and a prospective contract owner that is not a natural person may wish to discuss these with a tax adviser.

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Delayed Annuity Starting Date. If the contract’s annuity starting date occurs (or is scheduled to occur) at a time when the annuitant has reached an advanced age (e.g., age 85), it is possible that the contract would not be treated as an annuity for federal income tax purposes. In that event, the income and gains under the contract could be currently includible in your income.

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Taxation of Distributions

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General. When a withdrawal from a non-qualified contract occurs, the amount received will be treated as ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the contract at that time. Investment in the contract is generally equal to the amount of all contributions to the contract, plus amounts previously included in your gross income as the result of certain loans, assignments or gifts, less the aggregate amount of non-taxable distributions previously made. The contract value that applies for this purpose is unclear in some respects. For example, the market value adjustment could increase the contract value that applies. Thus, the income on the contracts could be higher than the amount of income that would be determined without regard to such benefits. As a result, you could have higher amounts of income than will be reported to you.

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In the case of a surrender under a non-qualified contract, the amount received generally will be taxable only to the extent it exceeds the contract owner’s cost basis in the contract.

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10% Penalty Tax. A distribution from a non-qualified contract may be subject to a federal tax penalty equal to 10% of the amount treated as income. In general, however, there is no penalty on distributions:

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made on or after the taxpayer reaches age 59½

•

made on or after the death of a contract owner;

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attributable to the taxpayer’s becoming disabled; or

•

made as part of a series of substantially equal periodic payments for the life (or life expectancy) of the taxpayer.

Other exceptions may be applicable under certain circumstances and special rules may be applicable in connection with the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

Tax-Free Exchanges. Section 1035 of the Tax Code permits the exchange of a life insurance, endowment or annuity contract for an annuity contract on a tax-free basis. In such instance, the “investment in the contract” in the old contract will carry over to the new contract. You should consult with your tax advisor regarding procedures for making Section 1035 exchanges.

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If your contract is purchased through a tax-free exchange of a life insurance, endowment or annuity contract that was purchased prior to August 14, 1982, then any distributions other than annuity payments will be treated, for tax purposes, as coming:

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First, from any remaining “investment in the contract” made prior to August 14, 1982 and exchanged into the contract;

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Next, from any “income on the contract” attributable to the investment made prior to August 14, 1982;

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Then, from any remaining “income on the contract” and

•

Lastly, from any remaining “investment in the contract”.

The IRS has concluded that in certain instances, the partial exchange of a portion of one annuity contract for another contract will be tax-free. However, the IRS has reserved the right to treat transactions it considers abusive as

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ineligible for favorable partial 1035 tax-free exchange treatment. It is not certain whether the IRS would treat an immediate withdrawal or annuitization after a partial exchange as abusive. In addition, it is unclear how the IRS will treat a partial exchange from a life insurance, endowment, or annuity contract directly into an immediate annuity. Currently, we will accept a partial 1035 exchange from a non-qualified annuity into a deferred annuity or an immediate annuity as a tax-free transaction unless we believe that we would be expected to treat the transaction as abusive. We are not responsible for the manner in which any other insurance company, for tax reporting purposes, or the IRS, with respect to the ultimate tax treatment, recognizes or reports a partial exchange. We strongly advise you to discuss any proposed 1035 exchange with your tax advisor prior to proceeding with the transaction.

Taxation of Annuity Payments. Although tax consequences may vary depending on the payment option elected under an annuity contract, a portion of each annuity payment is generally not taxed and the remainder is taxed as ordinary income. The non-taxable portion of an annuity payment is generally determined in a manner that is designed to allow you to recover your investment in the contract ratably on a tax-free basis over the expected stream of annuity payments, as determined when annuity payments start. Once your investment in the contract has been fully recovered, however, the full amount of each annuity payment is subject to tax as ordinary income. The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations as withdrawals rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

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Death Benefits. Amounts may be distributed from a contract because of your death or the death of the annuitant. Generally, such amounts are includible in the income of the recipient as follows: (i) if distributed in a lump sum, they are taxed in the same manner as a surrender of the contract, or (ii) if distributed under a payment option, they are taxed in the same way as annuity payments. Special rules may apply to amounts distributed after a Beneficiary has elected to maintain contract value and receive payments. The contract offers a death benefit (including the benefit provided by the earnings multiplier benefit rider) that may exceed the greater of the premium payments and the contract value. Certain charges are imposed with respect to the death benefit. It is possible that these charges (or some portion thereof) could be treated for federal tax purposes as a distribution from the contract.

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Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a contract, or the designation of an annuitant or payee other than an owner, may result in certain tax consequences to you that are not discussed herein. A contract owner contemplating any such transfer, pledge, assignment, or designation or exchange, should consult a tax adviser as to the tax consequences.

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Immediate Annuities. Under section 72 of the Tax Code, an immediate annuity means an annuity (1) which is purchased with a single premium, (2) with annuity payments starting within one year from the date of purchase, and (3) which provides a series of substantially equal periodic payments made annually or more frequently. Treatment as an immediate annuity will have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-natural persons, and for certain policy exchanges.

Multiple Contracts. The tax law requires that all non-qualified deferred annuity contracts that are issued by a company or its affiliates to the same contract owner during any calendar year are treated as one non-qualified deferred annuity contract for purposes of determining the amount includible in such contract owner’s income when a taxable distribution occurs.

Withholding. We will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a Contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any amounts withheld. Withholding will be mandatory, however, if the distributee fails to provide a valid taxpayer identification number or if we are notified by the IRS that the taxpayer identification number we have on file is incorrect. The withholding rates applicable to the taxable portion of periodic annuity payments are the same as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-periodic payments. Regardless of whether you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment.

Taxation of Qualified Contracts

General

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The contracts are designed for use with several types of qualified plans. The tax rules applicable to participants in these qualified plans vary according to the type of plan and the terms and conditions of the plan itself. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½ (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and in other specified circumstances. Therefore, no attempt is made to provide more than general information about the use of the contracts with the various types of qualified retirement plans. contract owners, annuitants, and beneficiaries are cautioned that the rights of any person to any benefits under these qualified retirement plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract, but we shall not be bound by the terms and conditions of such plans to the extent such terms contradict the contract, unless the Company consents.

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You will not generally pay taxes on earnings from the annuity contract described in this prospectus until they are withdrawn. When an annuity contract is used to fund one of these tax qualified retirement arrangements, you should know that the annuity contract does not provide any additional tax deferral of earnings beyond the tax deferral provided by the tax-qualified retirement arrangement. Tax-qualified retirement arrangements under Tax Code sections 401(a), 401(k), 403(a), 403(b) or governmental 457 plans also generally defer payment of taxes on earnings until they are withdrawn (or in the case of a non-governmental 457 plan, paid or made available to you or a designated beneficiary). However, annuities do provide other features and benefits which may be valuable to you. You should discuss your alternatives with your local representative.

Distributions – General

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For qualified plans under Section 401(a) and 403(b), the Tax Code requires that distributions generally must commence no later than the later of April 1 of the calendar year following the calendar year in which the plan participant for whose benefit the contract is purchased (i) reaches age 70½ or (ii) retires, and must be made in a specified form or manner. If the plan participant is a “5 percent owner” (as defined in the Tax Code), distributions generally must begin no later than April 1 of the calendar year following the calendar year in which the plan participant reaches age 70½. For IRAs described in Section 408, distributions generally must commence no later than by April 1 of the calendar year following the calendar year in which the individual contract owner reaches age 70½. Roth IRAs under Section 408A do not require distributions at any time before the contract owner’s death. Please note that required minimum distributions under qualified contracts may be subject to surrender charge and/or market value adjustment, in accordance with the terms of the contract. This could affect the amount that must be taken from the contract in order to satisfy required minimum distributions.

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Direct Rollovers

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If the contract is used in connection with a pension, profit-sharing, or annuity plan qualified under sections 401(a) or 403(a) of the Tax Code, or is a tax-sheltered annuity under section 403(b) of the Tax Code, or is used with an eligible deferred compensation plan that has a government sponsor and that is qualified under section 457(b), any “eligible rollover distribution” from the contract will be subject to the direct rollover and mandatory withholding requirements. An eligible rollover distribution generally is any taxable distribution from a qualified pension plan under section 401(a) of the Tax Code, qualified annuity plan under section 403(a) of the Tax Code, section 403(b) annuity or custodial account, or an eligible section 457(b) deferred compensation plan that has a government sponsor, excluding certain amounts (such as minimum distributions required under section 401(a)(9) of the Tax Code, distributions which are part of a “series of substantially equal periodic payments” made for life or a specified period of 10 years or more, or hardship distributions as defined in the tax law).

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Under these requirements, federal income tax equal to 20% of the eligible rollover distribution will be withheld from the amount of the distribution. Unlike withholding on certain other amounts distributed from the contract, discussed below, you cannot elect out of withholding with respect to an eligible rollover distribution. However, this 20% withholding will not apply if, instead of receiving the eligible rollover distribution, you elect to have it directly transferred to certain qualified plans. Prior to receiving an eligible rollover distribution, you will receive a notice (from the plan administrator or us) explaining generally the direct rollover and mandatory withholding requirements and how to avoid the 20% withholding by electing a direct rollover.

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Corporate and Self-Employed Pension and Profit Sharing Plans

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Section 401(a) of the Tax Code permits corporate employers to establish various types of retirement plans for employees, and permits self-employed individuals to establish these plans for themselves and their employees. These retirement plans may permit the purchase of the contracts to accumulate retirement savings under the plans. Adverse tax or other legal consequences to the plan, to the participant, or to both may result if this contract is assigned or transferred to any individual as a means to provide benefit payments, unless the plan complies with all legal requirements applicable to such benefits before transfer of the contract. Employers intending to use the contract with such plans should seek competent advice.

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Individual Retirement Annuities – General

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Section 408 of the Tax Code permits eligible individuals to contribute to an individual retirement program known as an “Individual Retirement Annuity” or “IRA.” These IRAs are subject to limits on the amount that can be contributed, the deductible amount of the contribution, the persons who may be eligible, and the time when distributions commence. Also, distributions from certain other types of qualified retirement plans may be “rolled over” on a tax-deferred basis into an IRA. Also, amounts in another IRA or individual retirement account can be rolled over or transferred tax-free to an IRA. There are significant restrictions on rollover or transfer contributions from Savings Incentive Match Plans for Employees (SIMPLE), under which certain employers may provide contributions to IRAs on behalf of their employees, subject to special restrictions. Employers may establish Simplified Employee Pension (SEP) Plans to provide IRA contributions on behalf of their employees. If you make a tax-free rollover of a distribution from any of these IRAs, you may not make another tax-free rollover from the IRA within a 1-year period. Sales of the contract for use with IRAs may be subject to special requirements of the IRS.

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	Individual Retirement Annuities – Distributions
	All distributions from a traditional IRA are taxed as received unless either one of the following is true:

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The distribution is rolled over to a plan eligible to receive rollovers or to another traditional IRA or certain qualified plans in accordance with the Tax Code; or

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You made after-tax contributions to the IRA. In this case, the distribution will be taxed according to rules detailed in the Tax Code.

To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum distribution requirements imposed by the Tax Code. The requirements do not apply to Roth IRA contracts while the owner is living. These rules may dictate the following:

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Start date for distributions;

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The time period in which all amounts in your account(s) must be distributed; and

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Distribution amounts.

Generally, you must begin receiving distributions from a traditional IRA by April 1 of the calendar year following the calendar year in which you attain age 70½. We must pay out distributions from the contract over a period not extending beyond one of the following time periods:

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Over your life or the joint lives of you and your designated beneficiary; or

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Over a period not greater than your life expectancy or the joint life expectancies of you and your designated beneficiary.

The amount of each periodic distribution must be calculated in accordance with IRS regulations. If you fail to receive the minimum required distribution for any tax year, a 50% excise tax may be imposed on the required amount that was not distributed.

The following applies to the distribution of death proceeds under 408(b) and 408A (Roth IRA – See below) plans. Different distribution requirements apply after your death.

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If your death occurs on or after you begin receiving minimum distributions under the contract, distributions must be made at least as rapidly as under the method in effect at the time of your death. Tax Code section 401(a)(9) provides specific rules for calculating the required minimum distributions at your death. The death benefit under the contract and also certain other contract benefits, such as living benefits, may affect the amount of the required minimum distribution that must be taken.

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If your death occurs before you begin receiving minimum distributions under the contract, your entire balance must be distributed by December 31 of the calendar year containing the fifth anniversary of the date of your death. For example, if you die on September 1, 2006, your entire balance must be distributed to the designated beneficiary by December 31, 2011. However, if the distributions begin by December 31 of the calendar year following the calendar year of your death, and you have named a designated beneficiary, then payments may be made over either of the following time frames:

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Over the life of the designated beneficiary; or

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Over a period not extending beyond the life expectancy of the designated beneficiary.

If the designated beneficiary is your spouse, distributions must begin on or before the later of the following:

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December 31 of the calendar year following the calendar year of your death; or

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December 31 of the calendar year in which you would have attained age 70½.

Roth IRAs – General

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

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Roth IRAs – Distributions

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

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Made after the five-taxable year period beginning with the first taxable year for which a contribution was made to a Roth IRA of the owner; and

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

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

Tax Sheltered Annuities – General

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The contracts may be used by individuals whose premium payments are comprised solely of proceeds from and/or contributions under retirement plans that are intended to qualify as plans entitled to special income tax treatment under Tax Code section 403(b) plans. Section 403(b) of the Tax Code allows employees of certain Section 501(c)(3) organizations and public schools to exclude from their gross income the premium payments made,

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within certain limits, to a contract that will provide an annuity for the employee’s retirement. Special favorable tax treatment may be available for certain types of contributions and distributions. Adverse tax consequences may result from: contributions in excess of specified limits; distributions before age 59½ (subject to certain exceptions); distributions that do not conform to specified commencement and minimum distribution rules; and other specified circumstances. 403(b) plans may be subject to additional distribution and other requirements that are not incorporated into our contract.

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In addition, the Treasury proposed 403(b) regulations in November, 2004 which, if finalized, do not take effect until after 2005. These proposed regulations may not be relied upon until they become final. The proposed regulations include rules governing the ability of a 403(b) plan to be terminated which would entitle a participant to a distribution, a revocation of IRS Revenue Ruling 90-204 which would increase restrictions on a participant’s right to transfer his or her 403(b) account, the imposition of withdrawal restrictions on non-salary reduction amounts, as well as other changes. As a result, no attempt is made to provide more than general information about the use of the contracts with 403(b) plans. contract owners, annuitants, and beneficiaries are cautioned that the rights of any person to any benefits under these 403(b) plans may be subject to the terms and conditions of the plans themselves, regardless of the terms and conditions of the contract, but we are not bound by the terms and conditions of such plans to the extent such terms contradict the contract. contract owners, participants and beneficiaries are responsible for determining that contributions, distributions and other transactions with respect to the contract comply with applicable law. You should seek competent legal and tax advice regarding the suitability of a contract for your particular situation. The following discussion assumes that contracts are purchased with proceeds from and/or contributions under 403(b) plans that qualify for the intended special federal income tax treatment.

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Tax Sheltered Annuities – Loans

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Loans may be available if you purchased your contract in connection with a non-ERISA plan qualified under Section 403(b) of the Tax Code (“TSA”). We do not currently permit loans under Section 403(b) contracts that are subject to ERISA. If your contract was issued in connection with a TSA and the terms of your plan permit, you may take a loan from us, using your surrender value as collateral for the loan. Loans are subject to the terms of the contract, your 403(b) plan, the Tax Code and other federal and state regulations. The amount and number of loans outstanding at any one time under your TSA are limited, whether under our contracts or those of other carriers. We may modify the terms of a loan to comply with changes in applicable law. Various mandatory repayment requirements apply to loans, and failure to repay generally would result in income to you and the potential application of tax penalties. We urge you to consult with a qualified tax advisor prior to effecting a loan transaction under your contract. We may apply additional restrictions or limitations on loans, and you must make loan requests in accordance with our administrative practices and loan request procedures in effect at the time you submit your request. Read the terms of the loan agreement before submitting any request.

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Any outstanding loan balance impacts the following:

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Withdrawals and Charges: We determine amounts available for maximum withdrawal amounts, free partial withdrawals, systematic withdrawals and waiver of administrative charges by reducing the otherwise applicable amounts by the amount of any outstanding loan balance.

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Death Benefits, Annuitization and Surrenders: We deduct the outstanding loan balance from any amounts otherwise payable and in determining the amount available for annuitization.

	Tax Sheltered Annuities – Distributions
	All distributions from Section 403(b) plans are taxed as received unless either of the following is true:

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The distribution is rolled over to another plan eligible to receive rollovers or to a traditional individual retirement annuity/account (IRA) in accordance with the Tax Tax Code; or

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You made after-tax contributions to the plan. In this case, the amount will be taxed according to rules detailed in the Tax Code.

Generally, you must begin receiving distributions by April 1 of the calendar year following the calendar year in

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which you attain age 70½ or retire, whichever occurs later, unless you had amounts under the contract as of December 31, 1986. In this case, distribution of these amounts generally must begin by the end of the calendar year in which you attain age 75 or retire, if later. The death benefit under the contract and also certain other contract benefits, such as the living benefits, may affect the amount of the required minimum distribution that must be taken. If you take any distributions in excess of the required minimum amount, then special rules require that some or all of the December 31, 1986 balance be distributed earlier.

Tax Consequences of Enhanced Death Benefit

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The contract offers a death benefit that may exceed the greater of the premium payments and the contract value. It is possible that the IRS could characterize such a death benefit as an incidental death benefit. There are limitations on the amount of incidental benefits that may be provided under pension and profit sharing plans. In addition, the provision of such benefits may result in currently taxable income to participants. Also, as stated above, the presence of the death benefit, as well as certain other contract benefits, could affect the amount of required minimum distributions.

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Other Tax Consequences

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As noted above, the foregoing comments about the federal tax consequences under the contracts are not exhaustive, and special rules are provided with respect to other tax situations not discussed in this prospectus. Further, the federal income tax consequences discussed herein reflect our understanding of current law, and the law may change. Federal estate and state and local estate, inheritance and other tax consequences of ownership or receipt of distributions under a contract depend on the individual circumstances of each contract owner or recipient of the distribution. A competent tax adviser should be consulted for further information.

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Possible Changes in Taxation

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Although the likelihood of legislative change and tax reform is uncertain, there is always the possibility that the tax treatment of the contracts could change by legislation or other means. It is also possible that any change could be retroactive (that is, effective before the date of the change). In addition, legislative changes implemented under the Economic Growth and Tax Relief Reconciliation Act of 2001 are scheduled to sunset or expire after December 31, 2010 unless further extended by future legislation. You should consult a tax adviser with respect to legislative developments and their effect on the contract.

The Katrina Emergency Tax Relief Act and the Gulf Opportunity Zone Act

The Katrina Emergency Tax Relief Act and the Gulf Opportunity Zone Act provide tax relief to victims of Hurricanes Katrina, Rita and Wilma. The relief includes a waiver of the 10% penalty tax on qualified hurricane distributions from eligible retirement plans (401(a), 401(k), 403(a), 403(b), governmental 457(b) and IRAs). In addition, the 20% mandatory withholding rules do not apply to these distributions and the tax may be spread out ratably over a three-year period. A recipient of qualified hurricane distribution may also elect to re-contribute all or a portion of the distribution to an eligible retirement plan within three (3) years of receipt without tax consequences. Other relief may also apply. You should consult a competent tax adviser for further information.

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Federal Income Tax Withholding

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We will withhold and remit to the U.S. government a part of the taxable portion of each distribution made under a contract unless the distributee notifies us at or before the time of the distribution that he or she elects not to have any amounts withheld. In certain circumstances, we may be required to withhold tax, as explained above. The withholding rates applicable to the taxable portion of periodic annuity payments (other than eligible rollover distributions) are the same as the withholding rates generally applicable to payments of wages. In addition, a 10% withholding rate applies to the taxable portion of non-periodic payments (including withdrawals prior to the annuity starting date) and conversions of, and rollovers from, non-Roth IRAs to Roth IRAs. Regardless of whether you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the taxable portion of the payment. As discussed above, the withholding rate applicable to eligible rollover distributions is 20%.

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Assignments

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Adverse tax consequences to the plan and/or to you may result if your beneficial interest in the contract is assigned or transferred to persons other than: a plan participant as a means to provide benefit payments; an alternate payee under a qualified domestic relations order in accordance with Tax Code section 414(p); or to the Company as collateral for a loan.

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Taxation of Company

We are taxed as a life insurance company under the Tax Code. The Separate Account is not a separate entity from us. Therefore, it is not taxed separately as a “regulated investment company,” but is taxed as part of the Company.

We automatically apply investment income and capital gains attributable to the separate account to increase reserves under the contracts. Because of this, under existing federal tax law we believe that any such income and gains will not be taxed to the extent that such income and gains are applied to increase reserves under the contracts. In addition, any foreign tax credits attributable to the separate account will be first used to reduce any income taxes imposed on the separate account before being used by the Company.

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In summary, we do not expect that we will incur any federal income tax liability attributable to the separate account and we do not intend to make any provision for such taxes. However, changes in federal tax laws and/or their interpretation may result in our being taxed on income or gains attributable to the separate account. In this case, a charge may be deducted from the separate account to provide for payment of such taxes. We may deduct this amount from the separate account, including from your account value invested in the subaccounts.

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Other Topics

Separate Account B

ING USA Separate Account B (“Separate Account B”) was established as a separate account of the Company on July 14, 1988. It is registered with the SEC as a unit investment trust under the Investment Company Act of 1940, as amended. The Separate Account B is a separate investment account used for our variable annuity contracts. We own all the assets in the Separate Account B but such assets are kept separate from our other accounts.

Separate Account B is divided into subaccounts. The subaccounts invest directly in the shares of a pre-assigned underlying fund. Each underlying fund has its own distinct investment objectives and policies. Income, gains and losses, realized or unrealized, of an underlying fund are credited to or charged against the corresponding subaccount of Separate Account B without regard to any other income, gains or losses of the Company. Assets equal to the reserves and other contract liabilities with respect to each are not chargeable with liabilities arising out of any other business of the Company. They may, however, be subject to liabilities arising from subaccounts whose assets we attribute to other variable annuity contracts supported by Separate Account B. If the assets in Separate Account B exceed the required reserves and other liabilities, we may transfer the excess to our general account. We are obligated to pay all benefits and make all payments provided under the contract.

We currently offer other variable annuity contracts that invest in Separate Account B but are not discussed in this prospectus. Separate Account B may also invest in other investment portfolios which are not available under your contract.

The Company

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ING USA Annuity and Life Insurance Company (“ING USA”) is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. 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 area subsidiary of ING, ING is not responsible for the obligations under the Contract. The obligations under the Contract are solely

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the responsibility of ING USA.

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Lion Connecticut is the holding company for Directed Services, Inc., the investment manager of the ING Investors TING USA is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the climate in insurance and business litigation/arbitrations, 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 positionrust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING Investment Management, LLC, portfolio managers of the ING Investors Trust, and the investment managers of the ING Variable Insurance Trust and ING Variable Products Trust and ING Variable Product Portfolios, respectively.

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

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Regulatory Developments – The Company and the Industry

As with many financial services companies, ING USA and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation.

Investment Product Regulatory Issues. Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares; revenue sharing and directed brokerage; compensation; sales practices, suitability, and supervision; arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

In addition to responding to governmental and regulatory requests on fund trading issues, ING management, on its own initiative, conducted, through special counsel and a national accounting firm, an extensive internal review of mutual fund trading in ING insurance, retirement, and mutual fund products. The goal of this review was to identify any instances of inappropriate trading in those products by third parties or by ING investment professionals and other ING personnel.

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of ING, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in company reports previously filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended.

In September 2005, an affiliate of the Company, ING Fund Distributors, LLC (“IFD”) and one of its registered persons settled an administrative proceeding with the National Association of Securities Dealers (“NASD”) in connection with frequent trading arrangements. IFD neither admitted nor denied the allegations or findings and consented to certain monetary and non-monetary sanctions. IFD’s settlement of this administrative proceeding is not material to the Company.

Other regulators, including the SEC and the New York Attorney General, are also likely to take some action with respect to the Company or certain affiliates before concluding their investigations relating to fund trading. The potential outcome of such action is difficult to predict but could subject the Company or certain affiliates to adverse consequences, including, but not limited to, settlement payments, penalties, and other financial liability. It is not currently anticipated, however, that the actual outcome of any such action will have a material adverse effect on ING or ING’s U.S.-based operations, including the Company.

ING has agreed to indemnify and hold harmless the ING Funds from all damages resulting from wrongful conduct by ING or its employees or from ING’s internal investigation, any investigations conducted by any governmental or self-regulatory agencies, litigation or other formal proceedings, including any proceedings by the SEC. Management reported to the ING Funds Board that ING management believes that the total amount of any indemnification obligations will not be material to ING or ING’s U.S.-based operations, including the Company.

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Insurance and Other Regulatory Matters. The New York Attorney General and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices; specific product types (including group annuities and indexed annuities); and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. The Company and certain of its U.S. affiliates have received formal and informal requests in connection with such investigations, and are cooperating fully with each request for information.

These initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to their business practices are appropriate.

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Selling the Contract

Our affiliate, Directed Services, Inc. (“DSI”), 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter and distributor of the Contract as well as for other ING USA contracts. DSI, a New York corporation, is registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934, and is a member of the National Association of Securities Dealers, Inc. (“NASD”).

DSI does not retain any commissions or compensation paid to it by ING USA for Contract sales. DSI enters into selling agreements with affiliated and unaffiliated broker/dealers to sell the Contracts through their registered representatives who are licensed to sell securities and variable insurance products (“selling firms”). Selling firms are also registered with the SEC and are NASD member firms.

DSI pays selling firms compensation for the promotion and sale of the Contracts. Registered representatives of the selling firms who solicit sales of the Contracts typically receive a portion of the compensation paid by DSI to the selling firm in the form of commissions or other compensation, depending on the agreement between the selling firm and the registered representative. This compensation, as well as other incentives or payments, is not paid directly by contract owners or the Separate Account. We intend to recoup this compensation and other sales expenses paid to selling firms through fees and charges imposed under the Contracts.

DSI pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 8.0% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to .50% of all, or a portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of compensation paid to their selling firm, depending on their firm’s practices. Commissions and annual compensation, when combined, could exceed 8.0% of total premium payments. To the extent permitted by SEC and NASD rules and other applicable laws and regulations, DSI may pay or allow other promotional incentives or payments in the form of cash or other compensation to selling firms.

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DSI has special compensation arrangements with certain selling firms based on those firms’ aggregate or anticipated sales of the Contracts or other criteria. These special compensation arrangements will not be offered to all selling firms, and the terms of such arrangements may differ among selling firms based on various factors. Any such compensation payable to a selling firm will not result in any additional direct charge to you by us.

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In addition to the direct cash compensation for sales of contracts described above, DSI may also pay selling firms additional compensation or reimbursement for their efforts in selling Contracts to you and other customers, including for, among other things, training of sales personnel, marketing or other sales-related services they provide to us or our affiliates. This compensation or reimbursement may take the form of:

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Marketing allowances;

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Education and training allowances to facilitate our attendance at certain educational and training meetings to provide information and training about our products, including holding training programs

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at our expense;

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Payment or reimbursement of attendance by registered representatives at training or education meetings sponsored by the selling firm or by us, as permitted by NASD rules; and

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Contribution to the cost of meetings held by affiliated or unaffiliated selling firms, as permitted by NASD rules.

The following is a list of the top 25 selling firms that, during 2005, received the largest dollar amounts, in the aggregate, from DSI in connection with the sale of annuity contracts, ranked by total dollars received:

1.	Morgan Stanley DW Inc.	14.	Investors Capital Corp.
2.	UBS Financial Services, Inc.	15.	PrimeVest Financial Services, Inc.
3.	Linsco/Private Ledger Corp.	16.	Centaurus Financial, Inc.
4.	Citigroup Global Markets Inc.	17.	McDonald Investments Inc.
5.	Wachovia Securities LLC	18.	RBC Dain Rauscher Inc.
6.	Wells Fargo Investments, LLC	19.	Commonwealth Financial Network
7.	Planning Corporation of America	20.	Mutual Service Corporation
8.	National Planning Corporation	21.	Lincoln Financial Advisors Corporation
9.	Merrill Lynch, Pierce, Fenner & Smith Inc.	22.	NFP Securities, Inc.
10.	ING Financial Partners, Inc.	23.	Compass Brokerage, Inc.
11.	A. G. Edwards & Sons, Inc.	24.	Citicorp Investment Services
12.	Financial Network Investment Corporation	25.	Securities America, Inc.
13.	ING Financial Advisors, LLC

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DSI may also compensate wholesalers/distributors, and their sales management personnel, for Contract sales within the wholesale/distribution channel. This compensation may be based on a percentage of premium payments and/or a percentage of Contract values. DSI may, at its discretion, pay additional cash compensation to wholesalers/distributors for sales by certain broker-dealers or “focus firms.”

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Affiliated selling firms may include Bancnorth Investment Group, Inc., Financial Network Investment Corporation, Guaranty Brokerage Services, Inc., ING America Equities, Inc., ING Direct Funds Limited, ING DIRECT Securities, Inc., ING Financial Advisers, LLC, ING Financial Markets LLC, ING Financial Partners, Inc., ING Funds Distributor, LLC, ING Investment Management Services LLC, Multi-Financial Securities Corporation, PrimeVest Financial Services, Inc. and Systematized Benefits Administrators, Inc.

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We do not pay any additional compensation on the sale or exercise of any of the Contract’s optional benefit riders offered in this prospectus.

This is a general discussion of the types and levels of compensation paid by us for sales of annuity contracts. It is important for you to know that the payment of volume-based compensation to a selling firm or registered representative may provide that registered representative a financial incentive to promote our contracts over those of another company.

Payment Delay or Suspension

We reserve the right to suspend or postpone the date of any payment of benefits or values under any one of the following circumstances:

•	On any valuation date when the New York Stock Exchange is closed (except customary weekend and holiday closings) or when trading on the New York Stock Exchange is restricted;

•	When an emergency exists as determined by the SEC so that disposal of the securities held in the subaccounts is not reasonably practicable or it is not reasonably practicable to fairly determine the value of the subaccount’s assets; or

•	During any other periods the SEC may by order permit for the protection of investors.

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The conditions under which restricted trading or an emergency exists shall be determined by the rules and regulations of the SEC.

Voting Rights

Each of the subaccounts holds shares in a fund and each is entitled to vote at regular and special meetings of that fund. Under our current view of applicable law, we will vote the shares for each subaccount as instructed by persons having a voting interest in the subaccount. If you are a contract holder under a group contract, you have a fully vested interest in the contract and may instruct the group contract holder how to direct the Company to cast a certain number of votes. We will vote shares for which instructions have not been received in the same proportion as those for which we received instructions. Each person who has a voting interest in the separate account will receive periodic reports relating to the funds in which he or she has an interest, as well as any proxy materials and a form on which to give voting instructions. Voting instructions will be solicited by a written communication at least 14 days before the meeting.

The number of votes (including fractional votes) you are entitled to direct will be determined as of the record date set by any fund you invest in through the subaccounts.

•	During the accumulation phase the number of votes is equal to the portion of your account value invested in the fund, divided by the net asset value of one share of that fund.

•	During the income phase the number of votes is equal to the portion of reserves set aside for the contract’s share of the fund, divided by the net asset value of one share of that fund.

Contract Modifications

We may change the contract as required by federal or state law or as otherwise permitted in the contract. In addition, we may, upon 30 days’ written notice to the group contract holder, make other changes to a group contract that would apply only to individuals who become participants under that contract after the effective date of such changes. If a group contract holder does not agree to a change, we reserve the right to refuse to establish new accounts under the contract. Certain changes will require the approval of appropriate state or federal regulatory authorities.

Transfer of Ownership: Assignment

We will accept assignments or transfers of ownership of a nonqualified contract or a qualified contract where such assignments or transfers are not prohibited, with proper notification. The date of any assignment or transfer of ownership will be the date we receive the notification at our Customer Service Center. An assignment or transfer of ownership may have tax consequences and you should consult with a tax adviser before assigning or transferring ownership of the contract.

An assignment of a contract will only be binding on the Company if it is made in writing and sent to the Company at our Customer Service Center. We will use reasonable procedures to confirm that the assignment is authentic, including verification of signature. If we fail to follow our own procedures, we will be liable for any losses to you directly resulting from such failure. Otherwise, we are not responsible for the validity of any assignment. The rights of the contract holder and the interest of the annuitant and any beneficiary will be subject to the rights of any assignee we have on our records.

Involuntary Terminations

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

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Legal Proceedings

We are not aware of any pending legal proceedings which involve Separate Account B as a party.

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ING USA is involved in threatened or pending lawsuits/arbitrations arising from the normal conduct of business. Due to the climate in insurance and business litigation/arbitrations, 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

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materially adverse effect on the Company’s operations or financial condition.

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Directed Services, Inc., 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, Inc. is not involved in any legal proceeding which, in the opinion of management, is likely to have a material adverse effect on its ability to distribute the contract.

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Contents of the Statement of Additional Information

The Statement of Additional Information (SAI) contains more specific information on the separate account and the contract, as well as the financial statements of the separate account and the Company. The following is a list of the contents of the SAI.

General Information and History

Separate Account B of ING USA Life Insurance and Annuity Company

Offering and Purchase of Contracts

Income Phase Payments

Sales Material and Advertising

Independent Registered Public Accounting Firm

Financial Statements of Separate Account B

Financial Statements of ING USA Annuity and Life Insurance Company

You may request an SAI by calling our Customer Service Center at the number listed in “Contract Overview — Questions: Contacting the Company.”

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Appendix I

ING USA Guaranteed Account

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

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

When deciding to invest in the Guaranteed Account, contact your sales representative or our Customer Service Center to learn:

•	The interest rate(s) we will apply to amounts invested in the Guaranteed Account.

We change the rate(s) periodically. Be certain you know the rate we guarantee on the day your account dollars are invested in the Guaranteed Account. Guaranteed interest rates will never be less than an annual effective rate of 3%.

•	The period of time your account dollars need to remain in the Guaranteed Account in order to earn the rate(s).

You are required to leave your account dollars in the Guaranteed Account for a specified period of time in order to earn the guaranteed interest rate(s).

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

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

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

Fees and Other Deductions. If all or a portion of your account value in the Guaranteed Account is withdrawn or transferred, you may incur one or more of the following:

•	Market Value Adjustment (MVA)—as described in this appendix and in the Guaranteed Account prospectus;

•	Tax penalties and/or tax withholding—see “Taxation”

•	Early withdrawal charge—see “Fees” or

•	Maintenance fee—see “Fees.”

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

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

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

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

MVA Waiver. For withdrawals or transfers from a guaranteed term before the guaranteed term matures, the MVA may be waived for:

•	Transfers due to participation in the dollar cost averaging program;

•	Withdrawals taken due to your election of SWO or ECO (described in “Systematic Distribution Options”), if available;

•	Withdrawals for minimum distributions required by the Tax Code and for which the early withdrawal charge is waived; and

•	Withdrawals due to your exercise of the right to cancel your contract (described in “Right to Cancel”).

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

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

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

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

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

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

Subsequent Purchase Payments. Purchase payments received after your initial purchase payment to the Guaranteed Account will be allocated in the same proportions as the last allocation, unless you properly instruct us

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to do otherwise. If the same guaranteed term(s) is not available, the next shortest term will be used. If no shorter guaranteed term is available, the next longer guaranteed term will be used.

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

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

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

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

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

Distribution. Directed Services, Inc. (DSI) is principal underwriter and distributor of the contract. DSI enters into sales agreements with broker-dealers to sell the contract through registered representatives who are licensed to sell securities and variable insurance products. These broker-dealers are registered with the SEC and are members of the National Association of Securities Dealers, Inc. (NASD). From time to time the Company may offer customers of certain broker-dealers special guaranteed rates in connection with the Guaranteed Account offered through the contract and may negotiate different commissions for these broker-dealers.

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Appendix II

Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933, and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of 1940.

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Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated April 28, 2006. The Fixed Interest Division is different from the Fixed Account which is described in the prospectus but which is not available in your state. If you are unsure whether the Fixed Account is available in your state, please contact our Customer Service Center at (800) 366-0066. When reading through the Prospectus, the Fixed Interest Division should be counted among the various investment options available for the allocation of your premiums, in lieu of the Fixed Account. The Fixed Interest Division may not be available in some states. Some restrictions may apply.

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You will find more complete information relating to the Fixed Interest Division in the Offering Brochure. Please read the Offering Brochure carefully before you invest in the Fixed Interest Division.

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Appendix III

Description of Underlying Funds

During the accumulation phase, you may allocate your premium payments and contract value to any of the investment portfolios available under this Contract. They are listed in this appendix. You bear the entire investment risk for amounts you allocate to any investment portfolio, and you may lose your principal.

The investment results of the mutual funds (funds) are likely to differ significantly and there is no assurance that any of the funds will achieve their respective investment objectives. You should consider the investment objectives, risks and charges and expenses of the funds carefully before investing. Please refer to the fund prospectuses for this and additional information.

Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal Deposit Insurance Corporation or any other government agency. Except as noted, all funds are diversified, as defined under the Investment Company Act of 1940. Fund prospectuses may be obtained free of charge, from our Customer Service Center at the address and telephone number listed in the prospectus, by accessing the SEC’s web site or by contacting the SEC Public Reference Room.

Certain funds offered under the contracts have investment objectives and policies similar to other funds managed by the fund’s investment adviser. The investment results of a fund may be higher or lower than those of other funds managed by the same adviser. There is no assurance and no representation is made that the investment results of any fund will be comparable to those of another fund managed by the same investment adviser.

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Certain funds are designated as “Master-Feeder,” “Lifestyle Funds” or “MarketPro Funds.” Funds offered in a Master-Feeder structure (such as the American Funds) or fund of funds structure (such as the Lifestyle Funds or MarketPro Funds) may have higher fees and expenses than a fund that invests directly in debt and equity securities.

Consult with your investment professional to determine if the portfolios may be suited to your financial needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you need to change your investment strategy.

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List of Fund Name Changes
Former Fund Name	Current Fund Name
ING JPMorgan Fleming International Portfolio	ING JPMorgan International Portfolio
ING Salomon Brothers All Cap Portfolio	ING Legg Mason Partners All Cap Portfolio
ING Salomon Brothers Aggressive Growth Portfolio	ING Legg Mason Partners Aggressive Growth Portfolio

Fund Name and

Investment Adviser/Subadviser

Investment Objective

ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258

ING AllianceBernstein Mid Cap Growth Portfolio

(Class S)

Investment Adviser: Directed Services, Inc.

Investment Subadviser: Alliance Capital Management, L.P.

Seeks long-term growth of capital.

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ING American Funds Growth Portfolio Investment Adviser: ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow. The Portfolio operates as a “feeder fund” which invests all of its assets in the “master fund” which is Class 2 shares of the Growth Fund, a series of American Funds Insurance Series^®, a registered open-end investment company.
ING American Funds Growth-Income Portfolio Investment Adviser: ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow and provide you with income over time. The Portfolio operates as a “feeder fund” which invests all of its assets in the “master fund” which is Class 2 shares of the Growth-Income Fund, a series of American Funds Insurance Series^®, a registered open-end investment company.
ING American Funds International Portfolio Investment Adviser: ING Investments, LLC Investment Adviser to Master Funds: Capital Research Management Company	Seeks to make your investment grow over time. The Portfolio operates as a “feeder fund” which invests all of its assets in the “master fund” which is Class 2 shares of the International Fund, a series of American Funds Insurance Series^®, a registered open-end investment company.
ING Capital Guardian U.S. Equities Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Capital Guardian Trust Company	Seeks long-term growth of capital and income.
ING EquitiesPlus Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management Co.	Seeks long term total return that (before fees and expenses) exceeds total return of the Standard & Poor’s 500^® Composite Stock Price Index (the “S&P 500^®”).
ING Evergreen Health Sciences Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Evergreen Investment Management Company, LLC	A non-diversified portfolio that seeks long-term capital growth.
ING Evergreen Omega Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Evergreen Investment Management Company, LLC	Seeks long-term capital growth.
ING FMR^SM Diversified Mid Cap Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks long-term growth of capital.
ING FMR^SM Earnings Growth Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks growth of capital over the long term.

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ING Franklin Income Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Franklin Advisers, Inc.	Seeks to maximize income while maintaining prospects for capital appreciation.
ING Global Real Estate Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Clarion Real Estate Securities, L.P.	A non-diversified portfolio that seeks to provide investors with high total return.
ING Global Resources Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management Co.	A non-diversified portfolio that seeks long-term capital appreciation.
ING Goldman Sachs Tollkeeper^SM Portfolio* (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Goldman Sachs Asset Management, L.P. * oldman Sachs Tollkeeper^SM is a service mark of Goldman Sachs & Co.	Seeks long-term growth of capital.
ING Janus Contrarian Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Janus Capital Management, LLC	A non-diversified portfolio that seeks capital appreciation.
ING JPMorgan Emerging Markets Equity Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: J.P. Morgan Investment Management Inc.	Seeks capital appreciation.
ING JPMorgan Small Cap Equity Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: J.P. Morgan Investment Management Inc.	Seeks capital growth over the long term.
ING JPMorgan Value Opportunities Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: J.P. Morgan Investment Management Inc.	Seeks to provide long-term capital appreciation.

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ING Julius Baer Foreign Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Julius Baer Investment Management LLC	Seeks long-term growth of capital.
ING Legg Mason Partner All Cap Portfolio (Class S) (formerly ING Salomon Brothers All Cap Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: Salomon Brothers Asset Management Inc.	A non-diversified portfolio that seeks capital appreciation through investment in securities which it believes has above-average capital appreciation potential.
ING Legg Mason Value Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Legg Mason Capital Management, Inc.	A non-diversified portfolio that seeks long-term growth of capital.
ING LifeStyle Aggressive Growth Portfolio (Class S1) Investment Adviser: ING Investments, LLC Asset Allocation Consultants: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital.
ING LifeStyle Growth Portfolio (Class S1) Investment Adviser: ING Investments, LLC Asset Allocation Consultants: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital and some current income.
ING LifeStyle Moderate Growth Portfolio (Class S1) Investment Adviser: ING Investments, LLC Asset Allocation Consultants: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital and a low to moderate level of current income.
ING LifeStyle Moderate Portfolio (Class S1) Investment Adviser: ING Investments, LLC Asset Allocation Consultants: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital and current income.
ING Liquid Assets Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management Co.	Seeks high level of current income consistent with the preservation of capital and liquidity. Inverts in a portfolio of high-quality, U.S. dollar denominated short-term debt securities that are determined by the subadviser to present minimal credit risks.
ING Lord Abbett Affiliated Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Lord, Abbett & Co. LLC	Seeks long-term growth of capital and secondarily, current income.

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ING MarketPro Portfolio (Class S) Investment Adviser: ING Investments, LLC	Seeks capital appreciation and secondarily, income.
ING Marsico Growth Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Marsico Capital Management, LLC	Seeks capital appreciation.
ING Marsico International Opportunities Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Marsico Capital Management, LLC	Seeks long-term growth of capital.
ING Mercury Large Cap Growth Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Mercury Advisors	Seeks long-term growth of capital.
ING Mercury Large Cap Value Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Mercury Advisors	Seeks long-term growth of capital.
ING MFS Mid Cap Growth Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Massachusetts Financial Services Company	Seeks long-term growth of capital.
ING MFS Total Return Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Massachusetts Financial Services Company	Seeks above-average income (compared to a portfolio entirely invested in equity securities) consistent with the prudent employment of capital. Secondarily seeks reasonable opportunity for growth of capital and income.
ING MFS Utilities Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Massachusetts Financial Services Company	A non-diversified portfolio that seeks capital growth and current income.
ING Oppenheimer Main Street Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: OppenheimerFunds, Inc.	Seeks long-term growth of capital and future income.
ING PIMCO Core Bond Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.

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ING PIMCO High Yield Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Pacific Investment Management Company LLC	Seeks maximum total return, consistent with preservation of capital and prudent investment management.
ING Pioneer Fund Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Pioneer Investment Management, Inc.	Seeks reasonable income and capital growth.
ING Pioneer Mid Cap Value Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Pioneer Investment Management, Inc.	Seeks capital appreciation.
ING T. Rowe Price Capital Appreciation Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: T. Rowe Price Associates, Inc.	Seeks, over the long-term, a high total investment return, consistent with the preservation of capital and prudent investment risk.
ING T. Rowe Price Equity Income Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: T. Rowe Price Associates, Inc.	Seeks substantial dividend income as well as long-term growth of capital.
ING Templeton Global Growth Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Templeton Global Advisors	Seeks capital appreciation.
ING Van Kampen Equity Growth Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Van Kampen	Seeks long-term capital appreciation.
ING Van Kampen Global Franchise Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Van Kampen	A non-diversified portfolio that seeks long-term capital appreciation.
ING Van Kampen Growth and Income Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Van Kampen	Seeks long-term growth of capital and income.

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ING Van Kampen Real Estate Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Van Kampen	A non-diversified portfolio that seeks capital appreciation and secondarily seeks current income.
ING VP Index Plus International Equity Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management Advisors, B.V.	Seeks to outperform the total return performance of the Morgan Stanley Capital International Europe Australasia and Far East^® Index (“MSCI EAFE^® Index”), while maintaining a market level of risk.
ING Wells Fargo Mid Cap Disciplined Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Wells Capital Management	Seeks long-term capital growth.
ING Wells Fargo Small Cap Disciplined Portfolio (Class S) Investment Adviser: Directed Services, Inc. Investment Subadviser: Wells Capital Management	Seeks long-term capital appreciation.
ING Partners, Inc. 151 Farmington Avenue, Hartford, CT 06156-8962
ING Baron Small Cap Growth Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: BAMCO, Inc.	Seeks capital appreciation.
ING Columbia Small Cap Value II Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Columbia Management Advisors, LLC	Seeks long-term growth of capital.
ING Davis Venture Value Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Davis Selected Advisers, L.P.	A non-diversified portfolio that seeks long-term growth of capital.
ING JPMorgan International Portfolio (Service Class) (formerly ING JPMorgan Fleming International Portfolio) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: J.P. Morgan Asset Management (London) Limited	Seeks long-term growth of capital.

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ING Legg Mason Partners Aggressive Growth Portfolio (Service Class) (formerly ING Salomon Brothers Aggressive Growth Portfolio) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Salomon Brothers Asset Management Inc.	Seeks long-term growth of capital.
ING Neuberger Berman Partners Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Neuberger Berman Management Inc.	Seeks capital growth.
ING Neuberger Berman Regency Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Neuberger Berman Management Inc.	Seeks capital growth.
ING Oppenheimer Global Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: OppenheimerFunds, Inc.	Seeks capital appreciation.
ING Templeton Foreign Equity Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Templeton Investment Counsel, LLC	Seeks long-term capital growth.
ING UBS U.S. Large Cap Equity Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: UBS Global Asset Management (Americas) Inc.	Seeks long-term growth of capital and future income.
ING UBS U.S. Small Cap Growth Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: UBS Global Asset Management (Americas) Inc.	Seeks long-term capital appreciation.

</R>

<R>

SD Variable Annuity -

III-8

</R>

<R>

ING Van Kampen Comstock Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Van Kampen	Seeks capital growth and income.
ING Variable Insurance Trust 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING GET U.S. Core Portfolio Investment Adviser: ING Investment Management Co.	Seeks to achieve maximum total return and minimal exposure of the Series’ assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the guarantee period.
ING Variable Portfolios, Inc. 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING VP Index Plus LargeCap Portfolio (Class S) Investment Adviser: ING Investments, LLC Investment Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index), while maintaining a market level of risk.
ING VP Index Plus MidCap Portfolio (Class S) Investment Advisor: ING Investments, LLC Investment Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor’s MidCap 400 Index (S&P MidCap 400 Index), while maintaining a market level of risk.
ING VP Index Plus SmallCap Portfolio (Class S) Investment Advisor: ING Investments, LLC Investment Subadviser: ING Investment Management Co.	Seeks to outperform the total return performance of the Standard & Poor’s SmallCap 600 Index (S&P SmallCap 600 Index), while maintaining a market level of risk.
ING Variable Products Trust 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING VP Financial Services Portfolio (Class S) Investment Adviser: ING Investments, LLC Investment Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.
ING VP SmallCap Opportunities Portfolio (Class S) Investment Adviser: ING Investments, LLC Investment Subadviser: ING Investment Management Co.	Seeks long-term capital appreciation.
ING VP Intermediate Bond Portfolio

</R>

<R>

SD Variable Annuity -

III-9

</R>

<R>

SD Variable Annuity -

III-10

</R>

<R>

ING VP Intermediate Bond Portfolio (Class S) Investment Adviser: ING Investments, LLC Investment Subadviser: ING Investment Management Co.	Seeks to maximize total return consistent with reasonable risk, through investment in a diversified portfolio consisting primarily of debt securities.
Fidelity^® Variable Insurance Products 82 Devonshire Street, Boston, MA 02109
Fidelity^® VIP Contrafund^® Portfolio (Service Class 2) Investment Adviser: Fidelity Management & Research Company Investment Subadviser: Fidelity Management & Research (U.K.) Inc.; Fidelity Management & Research (Far East) Inc.; Fidelity Investments Japan Limited; FMR Co., Inc.	Seeks long-term capital appreciation.
Fidelity^® VIP Equity-Income Portfolio (Service Class 2) Investment Adviser: Fidelity Management & Research Company Investment Subadviser: FMR Co., Inc.	Seeks reasonable income. Also considers the potential for capital appreciation. Seeks to achieve a yield which exceeds the composite yield on the securities comprising the Standard & Poor’s 500^® Index (S&P 500^®).
Franklin Templeton Variable Insurance Products Trust 100 Fountain Parkway, St. Petersburg, FL 33716-1205
Mutual Shares Securities Fund (Class 2) Investment Adviser: Franklin Mutual Advisers, LLC	Seeks capital appreciation, with income as a secondary goal.
ProFunds VP 3435 Stelzer Road, Suite 1000, P.O. Box 182100, Columbus, OH 43218-2000
ProFund VP Bull Investment Adviser: ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the daily performance of the S&P 500 Index^®.
ProFund VP Rising Rates Opportunity Investment Adviser: ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to one and one-quarter times (125%) the inverse (opposite) of the daily price movement of the most recently issued 30-year U.S. Treasury Bond (“Long Bond”).
ProFund VP Small-Cap Investment Adviser: ProFund Advisors LLC	Seeks daily investment results, before fees and expenses, that correspond to the inverse (opposite) of the daily performance of the S&P MidCap 400 Index.

</R>

<R>

</R>

Appendix IV

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2005, the following tables give (1) the accumulation unit value (“AUV”) at the beginning of the period, (2) the AUV at the end of the period and (3) the total number of accumulation units outstanding at the end of the period for each subaccount of ING USA Separate Account B available under the Contract for the indicated periods.
Separate Account Annual Charges of 0.95%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$12.12	$10.79	$8.47	$10.00
Value at end of period	$11.86	$12.12	$10.79	$8.47
Number of accumulation units outstanding at end of period	26,508	13,783	7,507	749
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$11.40
Number of accumulation units outstanding at end of period	47,910
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.61	$11.06	$8.71	$9.73	$10.00
Value at end of period	$14.57	$12.61	$11.06	$8.71	$9.73
Number of accumulation units outstanding at end of period	713,743	551,666	327,190	86,387	23,962
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$11.19	$10.16	$7.89	$9.61	$10.00
Value at end of period	$11.70	$11.19	$10.16	$7.89	$9.61
Number of accumulation units outstanding at end of period	514,374	519,515	308,618	137,711	26,226
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.60	$8.42	$6.42	$9.29	$10.00
Value at end of period	$8.99	$8.60	$8.42	$6.42	$9.29
Number of accumulation units outstanding at end of period	279,402	326,897	255,537	117,835	14,041
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.07
Value at end of period	$12.68
Number of accumulation units outstanding at end of period	20,678

CFI 1

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.97	$11.01	$10.00
Value at end of period	$12.48	$11.97	$11.01
Number of accumulation units outstanding at end of period	811,729	468,147	61,848
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.96	$10.79	$10.00
Value at end of period	$13.69	$11.96	$10.79
Number of accumulation units outstanding at end of period	946,920	479,213	67,367
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.67	$11.64	$10.00
Value at end of period	$16.38	$13.67	$11.64
Number of accumulation units outstanding at end of period	533,978	313,605	40,608
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.00
Value at end of period	$11.04
Number of accumulation units outstanding at end of period	72,996
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.24
Value at end of period	$10.92
Number of accumulation units outstanding at end of period	14,646
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.85
Value at end of period	$11.20
Number of accumulation units outstanding at end of period	6,727
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$21.92	$19.27	$15.53	$18.90	$19.78
Value at end of period	$21.78	$21.92	$19.27	$15.53	$18.90
Number of accumulation units outstanding at end of period	22,515	18,994	15,303	5,698	1,082
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.94	$9.72
Value at end of period	$10.87	$9.94
Number of accumulation units outstanding at end of period	144,971	33,385
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.52	$9.93
Value at end of period	$10.83	$10.52
Number of accumulation units outstanding at end of period	56,706	12,323

CFI 2

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.96
Value at end of period	$12.05
Number of accumulation units outstanding at end of period	26,655
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.29
Value at end of period	$10.56
Number of accumulation units outstanding at end of period	95,031
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.56
Value at end of period	$13.42
Number of accumulation units outstanding at end of period	38,316
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.58
Value at end of period	$11.46
Number of accumulation units outstanding at end of period	6,607
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during November 2004)
Value at beginning of period	$11.52	$10.69
Value at end of period	$13.19	$11.52
Number of accumulation units outstanding at end of period	10,207	1,302
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.28
Value at end of period	$13.77
Number of accumulation units outstanding at end of period	38,991
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.98	$11.89	$10.00
Value at end of period	$15.20	$13.98	$11.89
Number of accumulation units outstanding at end of period	89,569	63,463	15,594
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.14	$11.84	$9.19	$10.00
Value at end of period	$15.19	$14.14	$11.84	$9.19
Number of accumulation units outstanding at end of period	131,775	110,487	50,682	7,703
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.46	$7.87	$10.00
Value at end of period	$13.40	$13.63	$10.46	$7.87
Number of accumulation units outstanding at end of period	109,313	85,598	30,406	2,395

CFI 3

CFI 4

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.25
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	380,342
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.52	$10.72	$8.25	$10.00
Value at end of period	$14.31	$12.52	$10.72	$8.25
Number of accumulation units outstanding at end of period	228,564	150,528	37,732	3,926
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.75	$8.65	$7.12	$8.92	$9.29
Value at end of period	$10.24	$9.75	$8.65	$7.12	$8.92
Number of accumulation units outstanding at end of period	326,967	185,617	132,741	150,754	45,955
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$11.30	$9.70
Value at end of period	$12.06	$11.30
Number of accumulation units outstanding at end of period	156,447	12,182
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.18	$9.86
Value at end of period	$11.83	$11.18
Number of accumulation units outstanding at end of period	469,157	206,983
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.00	$9.93
Value at end of period	$11.53	$11.00
Number of accumulation units outstanding at end of period	493,812	182,642
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.86	$9.96
Value at end of period	$11.33	$10.86
Number of accumulation units outstanding at end of period	322,252	80,248
ING LIQUID ASSETS PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$16.81	$16.82	$16.86	$16.78	$16.64
Value at end of period	$17.12	$16.81	$16.82	$16.86	$16.78
Number of accumulation units outstanding at end of period	191,796	298,469	174,559	125,682	10,855
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$12.11	$11.13	$10.00
Value at end of period	$12.66	$12.11	$11.13
Number of accumulation units outstanding at end of period	5,318	4,991	3,929

CFI 5

CFI 6

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.25	$9.72
Value at end of period	$12.13	$11.25
Number of accumulation units outstanding at end of period	67,535	28,440
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.06
Value at end of period	$12.45
Number of accumulation units outstanding at end of period	49,031
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.62
Value at end of period	$11.67
Number of accumulation units outstanding at end of period	117,504
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.98
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	4,666
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.76	$7.83	$6.18	$8.93	$10.00
Value at end of period	$8.81	$8.76	$7.83	$6.18	$8.93
Number of accumulation units outstanding at end of period	32,891	38,704	40,717	24,403	3,867
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.53
Value at end of period	$11.46
Number of accumulation units outstanding at end of period	2,349
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$25.41	$23.08	$19.96	$21.24	$21.21
Value at end of period	$25.90	$25.41	$23.08	$19.96	$21.24
Number of accumulation units outstanding at end of period	436,951	288,602	208,270	100,967	23,176
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.05
Value at end of period	$11.43
Number of accumulation units outstanding at end of period	62,951
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.06
Value at end of period	$12.04

CFI 7

Number of accumulation units outstanding at end of period

145,375

CFI 8

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2002)
Value at beginning of period	$12.40	$10.89	$8.34	$10.00
Value at end of period	$13.91	$12.40	$10.89	$8.34
Number of accumulation units outstanding at end of period	54,637	46,615	29,810	1,482
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during July 2001)
Value at beginning of period	$21.67	$19.38	$15.71	$21.11	$22.80
Value at end of period	$22.70	$21.67	$19.38	$15.71	$21.11
Number of accumulation units outstanding at end of period	22,986	18,770	18,073	12,099	2,097
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$14.21	$13.68	$13.19	$12.25	$11.80
Value at end of period	$14.43	$14.21	$13.68	$13.19	$12.25
Number of accumulation units outstanding at end of period	673,582	530,901	367,672	161,644	42,619
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.85	$10.00
Value at end of period	$11.22	$10.85
Number of accumulation units outstanding at end of period	449,334	447,490
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	42,278
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.96
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	38,742
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.74	$10.83	$10.00
Value at end of period	$12.93	$11.74	$10.83
Number of accumulation units outstanding at end of period	74,488	74,276	856
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.93	$11.17	$10.00
Value at end of period	$12.35	$11.93	$11.17
Number of accumulation units outstanding at end of period	15,837	15,853	5,375
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.49
Value at end of period	$11.53

CFI 9

Number of accumulation units outstanding at end of period

1,522

CFI 10

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.18
Value at end of period	$11.04
Number of accumulation units outstanding at end of period	175,769
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.22	$9.76
Value at end of period	$11.55	$11.22
Number of accumulation units outstanding at end of period	257,330	76,763
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.96	$10.10
Value at end of period	$11.56	$10.96
Number of accumulation units outstanding at end of period	168,546	7,705
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21	$10.02
Value at end of period	$12.10	$11.21
Number of accumulation units outstanding at end of period	9,595	4,949
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.36	$10.69	$8.32	$10.00
Value at end of period	$12.67	$12.36	$10.69	$8.32
Number of accumulation units outstanding at end of period	218,865	160,272	84,810	6,160
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.32
Value at end of period	$10.89
Number of accumulation units outstanding at end of period	56,402
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.56
Value at end of period	$12.68
Number of accumulation units outstanding at end of period	16,815
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$10.68
Number of accumulation units outstanding at end of period	28,115
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.10

CFI 11

Value at end of period	$11.15
Number of accumulation units outstanding at end of period	45,311

CFI 12

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$13.95	$10.87
Value at end of period	$16.13	$13.95
Number of accumulation units outstanding at end of period	119,731	27,720
ING VP CONVERTIBLE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.02	$12.21	$9.70	$10.52	$10.00
Value at end of period	$13.02	$13.02	$12.21	$9.70	$10.52
Number of accumulation units outstanding at end of period	113,770	152,943	90,071	27,865	37
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$11.13	$9.84
Value at end of period	$11.86	$11.13
Number of accumulation units outstanding at end of period	88,258	32,541
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$7.31	$6.74	$5.27	$7.08	$7.57
Value at end of period	$7.56	$7.31	$6.74	$5.27	$7.08
Number of accumulation units outstanding at end of period	34,462	31,757	33,614	13,906	3,190
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.32
Value at end of period	$10.33
Number of accumulation units outstanding at end of period	255
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.92	$9.08	$7.28	$9.40	$10.00
Value at end of period	$10.33	$9.92	$9.08	$7.28	$9.40
Number of accumulation units outstanding at end of period	407,086	418,924	334,015	141,983	16,897
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.98	$11.27	$8.61	$9.91	$10.00
Value at end of period	$14.26	$12.98	$11.27	$8.61	$9.91
Number of accumulation units outstanding at end of period	530,496	517,452	312,714	133,786	25,943
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$14.07	$11.67	$8.67	$10.11	$10.00
Value at end of period	$14.97	$14.07	$11.67	$8.67	$10.11
Number of accumulation units outstanding at end of period	388,229	336,053	212,622	97,304	18,193
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.04
Value at end of period	$10.13
Number of accumulation units outstanding at end of period	99,176

CFI 13

CFI 14

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP LARGECAP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.14	$8.18	$6.21	$9.62	$10.00
Value at end of period	$9.34	$9.14	$8.18	$6.21	$9.62
Number of accumulation units outstanding at end of period	65,959	68,463	69,777	17,335	2,762
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.06
Value at end of period	$12.02
Number of accumulation units outstanding at end of period	155
ING VP VALUE OPPORTUNITY PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.86	$8.14	$6.62	$9.04	$10.00
Value at end of period	$9.37	$8.86	$8.14	$6.62	$9.04
Number of accumulation units outstanding at end of period	117,122	68,299	53,477	31,205	1,584
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.10
Value at end of period	$11.29
Number of accumulation units outstanding at end of period	7,360
PIONEER SMALL COMPANY VCT PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.97	$9.78	$7.89	$9.61	$10.00
Value at end of period	$11.04	$10.97	$9.78	$7.89	$9.61
Number of accumulation units outstanding at end of period	78,274	94,307	125,798	80,077	16,862
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$9.01	$8.36	$10.00
Value at end of period	$9.17	$9.01	$8.36
Number of accumulation units outstanding at end of period	4,857	5,731	1,317
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.49	$8.38	$10.00
Value at end of period	$10.16	$9.49	$8.38
Number of accumulation units outstanding at end of period	10,342	11,091	7,306
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.28	$9.38	$10.00
Value at end of period	$7.55	$8.28	$9.38
Number of accumulation units outstanding at end of period	51,285	35,487	16,785
PROFUND VP SMALL CAP
(Fund first available during December 2003)
Value at beginning of period	$11.88	$10.27	$10.00
Value at end of period	$12.10	$11.88	$10.27
Number of accumulation units outstanding at end of period	25,096	28,146	9,645

CFI 15

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
(Fund first available during July 2001)
Value at beginning of period	$13.26	$11.07	$8.10	$9.49	$10.00
Value at end of period	$14.99	$13.26	$11.07	$8.10	$9.49
Number of accumulation units outstanding at end of period	60,086	66,398	115,298	88,505	20,630

CFI 16

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.25%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$12.02	$10.73	$8.45	$10.00
Value at end of period	$11.73	$12.02	$10.73	$8.45
Number of accumulation units outstanding at end of period	16,471	37,657	12,940	696
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.53
Value at end of period	$11.38
Number of accumulation units outstanding at end of period	2,731
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.48	$10.98	$8.67	$9.71	$10.00
Value at end of period	$14.38	$12.48	$10.98	$8.67	$9.71
Number of accumulation units outstanding at end of period	333,108	331,754	180,658	77,060	31,173
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$11.07	$10.08	$7.85	$9.60	$10.00
Value at end of period	$11.54	$11.07	$10.08	$7.85	$9.60
Number of accumulation units outstanding at end of period	161,495	274,974	156,771	67,874	21,430
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.51	$8.36	$6.39	$9.28	$10.00
Value at end of period	$8.87	$8.51	$8.36	$6.00	$9.28
Number of accumulation units outstanding at end of period	62,774	156,052	124,501	41,738	9,484
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.12
Value at end of period	$12.65
Number of accumulation units outstanding at end of period	2,421
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.92	$11.00	$10.00
Value at end of period	$12.40	$11.92	$11.00
Number of accumulation units outstanding at end of period	384,895	737,364	110,025
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.91	$10.78	$10.00
Value at end of period	$13.60	$11.91	$10.78
Number of accumulation units outstanding at end of period	331,205	625,575	112,382

CFI 17

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.62	$11.62	$10.00
Value at end of period	$16.26	$13.62	$11.62
Number of accumulation units outstanding at end of period	298,841	302,519	126,233
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.49
Value at end of period	$11.02
Number of accumulation units outstanding at end of period	5,170
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.91
Value at end of period	$10.89
Number of accumulation units outstanding at end of period	5,052
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$10.55
Value at end of period	$11.17
Number of accumulation units outstanding at end of period	4,439
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$21.27	$18.75	$15.16	$18.51	$19.40
Value at end of period	$21.07	$21.27	$18.75	$15.16	$18.51
Number of accumulation units outstanding at end of period	10,981	166,087	215,691	6,031	557
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.92	$9.71
Value at end of period	$10.81	$9.92
Number of accumulation units outstanding at end of period	34,582	24,849
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.50	$10.38
Value at end of period	$10.78	$10.50
Number of accumulation units outstanding at end of period	22,424	3,737
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.10
Value at end of period	$12.03
Number of accumulation units outstanding at end of period	6,637
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.28
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	73,361

CFI 18

CFI 19

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.13
Value at end of period	$13.40
Number of accumulation units outstanding at end of period	3,088
ING JANUS CONTRARIAN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.99
Value at end of period	$13.12
Number of accumulation units outstanding at end of period	2,361
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.61
Value at end of period	$13.74
Number of accumulation units outstanding at end of period	4,875
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.92	$11.88	$10.00
Value at end of period	$15.09	$13.92	$11.88
Number of accumulation units outstanding at end of period	13,069	18,844	355
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.02	$11.78	$9.17	$10.00
Value at end of period	$15.02	$14.02	$11.78	$9.17
Number of accumulation units outstanding at end of period	46,014	118,478	25,522	325
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.41	$7.85	$10.00
Value at end of period	$13.25	$13.63	$10.41	$7.85
Number of accumulation units outstanding at end of period	42,521	70,555	24,875	203
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.35
Value at end of period	$10.65
Number of accumulation units outstanding at end of period	197,426
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.42	$10.67	$8.23	$10.00
Value at end of period	$14.15	$12.42	$10.67	$8.23
Number of accumulation units outstanding at end of period	67,064	112,158	52,301	43
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.63	$8.56	$7.07	$8.89	$9.27
Value at end of period	$10.08	$9.63	$8.56	$7.07	$8.89
Number of accumulation units outstanding at end of period	78,844	187,116	181,179	48,439	26,626

CFI 20

CFI 21

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$11.27	$11.16
Value at end of period	$12.00	$11.27
Number of accumulation units outstanding at end of period	31,596	124,295
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.16	$10.25
Value at end of period	$11.77	$11.16
Number of accumulation units outstanding at end of period	109,649	330,571
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.98	$9.96
Value at end of period	$11.47	$10.98
Number of accumulation units outstanding at end of period	179,099	564,678
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.84	$10.05
Value at end of period	$11.28	$10.84
Number of accumulation units outstanding at end of period	83,126	200,198
ING LIQUID ASSETS PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$16.02	$16.08	$16.16	$16.13	$16.02
Value at end of period	$16.26	$16.02	$16.08	$16.16	$16.13
Number of accumulation units outstanding at end of period	88,658	690,371	727,878	65,629	12,665
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.07	$11.20
Value at end of period	$12.57	$12.07
Number of accumulation units outstanding at end of period	1,222	32,515
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.22	$9.72
Value at end of period	$12.07	$11.22
Number of accumulation units outstanding at end of period	5,867	409,584
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.20
Value at end of period	$12.43
Number of accumulation units outstanding at end of period	20,045
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.91
Value at end of period	$11.64
Number of accumulation units outstanding at end of period	21,910

CFI 22

CFI 23

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.09
Value at end of period	$11.20
Number of accumulation units outstanding at end of period	176
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.67	$7.78	$6.15	$8.92	$10.00
Value at end of period	$8.69	$8.67	$7.78	$6.15	$8.92
Number of accumulation units outstanding at end of period	42,470	51,794	29,934	24,353	8,089
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$24.63	$22.45	$19.47	$20.77	$20.78
Value at end of period	$25.03	$24.63	$22.45	$19.47	$20.77
Number of accumulation units outstanding at end of period	160,972	618,206	634,937	58,151	22,001
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$11.41
Number of accumulation units outstanding at end of period	44,225
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.06
Value at end of period	$12.02
Number of accumulation units outstanding at end of period	61,225
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2002)
Value at beginning of period	$12.30	$10.83	$8.32	$10.00
Value at end of period	$13.76	$12.30	$10.83	$8.32
Number of accumulation units outstanding at end of period	5,335	12,981	15,201	1,343
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during July 2001)
Value at beginning of period	$21.01	$18.85	$15.32	$20.65	$22.33
Value at end of period	$21.94	$21.01	$18.85	$15.32	$20.65
Number of accumulation units outstanding at end of period	9,445	286,983	358,510	8,361	4,166
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.78	$13.31	$12.86	$11.99	$11.56
Value at end of period	$13.94	$13.78	$13.31	$12.86	$11.99
Number of accumulation units outstanding at end of period	228,032	488,955	336,101	104,350	24,543
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.83	$10.00
Value at end of period	$11.16	$10.83

CFI 24

Number of accumulation units outstanding at end of period

145,467

585,689

CFI 25

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.67
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	29,084
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.83
Value at end of period	$10.91
Number of accumulation units outstanding at end of period	65,389
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.69	$10.82	$10.00
Value at end of period	$12.84	$11.69	$10.82
Number of accumulation units outstanding at end of period	5,891	23,170	6,058
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.88	$11.15	$10.00
Value at end of period	$12.26	$11.88	$11.15
Number of accumulation units outstanding at end of period	7,058	151,795	157,393
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$11.10
Value at end of period	$11.51
Number of accumulation units outstanding at end of period	37
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.34
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	58,642
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.20	$9.72
Value at end of period	$11.49	$11.20
Number of accumulation units outstanding at end of period	81,038	201,213
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.94	$9.78
Value at end of period	$11.50	$10.94
Number of accumulation units outstanding at end of period	41,291	50,384
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.18	$10.16
Value at end of period	$12.04	$11.18

CFI 26

Number of accumulation units outstanding at end of period

2,359

14,300

CFI 27

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.26	$10.64	$8.31	$10.00
Value at end of period	$12.53	$12.26	$10.64	$8.31
Number of accumulation units outstanding at end of period	96,105	156,846	62,665	4,430
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.41
Value at end of period	$10.87
Number of accumulation units outstanding at end of period	8,367
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.25
Value at end of period	$12.66
Number of accumulation units outstanding at end of period	2,302
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.06
Value at end of period	$10.66
Number of accumulation units outstanding at end of period	7,026
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.52
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	24,706
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$13.92	$10.66
Value at end of period	$16.05	$13.92
Number of accumulation units outstanding at end of period	60,682	106,213
ING VP CONVERTIBLE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.89	$12.11	$9.66	$10.51	$10.00
Value at end of period	$12.84	$12.89	$12.11	$9.66	$10.51
Number of accumulation units outstanding at end of period	41,061	44,660	32,053	23,212	12,767
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$11.11	$9.67
Value at end of period	$11.80	$11.11
Number of accumulation units outstanding at end of period	19,387	9,197
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$7.20	$6.67	$5.23	$7.04	$7.54
Value at end of period	$7.43	$7.20	$6.67	$5.23	$7.04

CFI 28

Number of accumulation units outstanding at end of period

28,116

55,897

35,435

22,035

1,875

CFI 29

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.81	$9.01	$7.25	$9.38	$10.00
Value at end of period	$10.19	$9.81	$9.01	$7.25	$9.38
Number of accumulation units outstanding at end of period	136,308	183,047	108,298	46,368	7,036
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.85	$11.18	$8.58	$9.90	$10.00
Value at end of period	$14.06	$12.85	$11.18	$8.58	$9.90
Number of accumulation units outstanding at end of period	173,738	222,237	111,247	61,372	10,835
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.93	$11.58	$8.64	$10.10	$10.00
Value at end of period	$14.76	$13.93	$11.58	$8.64	$10.10
Number of accumulation units outstanding at end of period	136,963	184,418	108,271	45,701	6,817
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.12
Value at end of period	$10.11
Number of accumulation units outstanding at end of period	157,185
ING VP LARGECAP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.04	$8.12	$6.18	$9.60	$10.00
Value at end of period	$9.21	$9.04	$8.12	$6.18	$9.60
Number of accumulation units outstanding at end of period	34,596	34,707	35,014	31,441	10,314
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.44
Value at end of period	$11.99
Number of accumulation units outstanding at end of period	1,414
ING VP VALUE OPPORTUNITY PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.76	$8.08	$6.59	$9.03	$10.00
Value at end of period	$9.24	$8.76	$8.08	$6.59	$9.03
Number of accumulation units outstanding at end of period	60,118	29,256	16,703	13,742	1,857
PIONEER SMALL COMPANY VCT PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.85	$9.71	$7.85	$9.60	$10.00
Value at end of period	$10.89	$10.85	$9.71	$7.85	$9.60
Number of accumulation units outstanding at end of period	58,670	72,709	44,965	34,920	11,516
PROFUND VP BULL
(Fund first available during March 2004)
Value at beginning of period	$8.91	$8.27
Value at end of period	$9.04	$8.91
Number of accumulation units outstanding at end of period	1,273	44,221

CFI 30

CFI 31

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.38	$8.31	$6.07
Value at end of period	$10.01	$9.38	$8.31
Number of accumulation units outstanding at end of period	245	4,239	8,463
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.25	$9.37	$10.00
Value at end of period	$7.50	$8.25	$9.37
Number of accumulation units outstanding at end of period	14,804	37,895	6,934
PROFUND VP SMALL CAP
(Fund first available during December 2003)
Value at beginning of period	$11.75	$10.19	$7.23
Value at end of period	$11.93	$11.75	$10.19
Number of accumulation units outstanding at end of period	8,051	66,425	24,488
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
(Fund first available during July 2001)
Value at beginning of period	$13.12	$10.99	$8.07	$9.47	$10.00
Value at end of period	$14.79	$13.12	$10.99	$8.07	$9.47
Number of accumulation units outstanding at end of period	19,794	20,709	22,120	18,195	5,921

CFI 32

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.40%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.97	$10.71	$8.44	$10.00
Value at end of period	$11.66	$11.97	$10.71	$8.44
Number of accumulation units outstanding at end of period	908	510,227	355,401	767
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.59
Value at end of period	$11.36
Number of accumulation units outstanding at end of period	1,965
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.42	$10.93	$8.65	$9.71	$10.00
Value at end of period	$14.28	$12.42	$10.93	$8.65	$9.71
Number of accumulation units outstanding at end of period	64,722	52,998	24,049	17,281	309
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$11.02	$10.04	$7.83	$9.59	$10.00
Value at end of period	$11.47	$11.02	$10.04	$7.83	$9.59
Number of accumulation units outstanding at end of period	35,874	3,098,913	2,275,054	26,357	6,165
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.47	$8.33	$6.37	$9.27	$10.00
Value at end of period	$8.81	$8.47	$8.33	$6.37	$9.27
Number of accumulation units outstanding at end of period	23,437	4,075,492	3,326,845	15,099	3,394
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.88
Value at end of period	$12.64
Number of accumulation units outstanding at end of period	1,571
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.90	$10.99	$10.00
Value at end of period	$12.35	$11.90	$10.99
Number of accumulation units outstanding at end of period	99,355	6,533,086	1,032,491
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.89	$10.77	$10.00
Value at end of period	$13.55	$11.89	$10.77
Number of accumulation units outstanding at end of period	64,304	9,535,997	1,647,654

CFI 33

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.59	$11.62	$10.00
Value at end of period	$16.20	$13.59	$11.62
Number of accumulation units outstanding at end of period	29,719	3,147,004	589,077
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.50
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	3,177
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.25
Value at end of period	$10.88
Number of accumulation units outstanding at end of period	3,265
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$20.95	$18.49	$14.97	$18.31	$19.20
Value at end of period	$20.72	$20.95	$18.49	$14.97	$18.31
Number of accumulation units outstanding at end of period	2,499	1,980,577	2,181,501	701	2
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$9.91	$8.79
Value at end of period	$10.78	$9.91
Number of accumulation units outstanding at end of period	9,564	332,663
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.49
Value at end of period	$10.75
Number of accumulation units outstanding at end of period	5,873
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.47
Value at end of period	$12.02
Number of accumulation units outstanding at end of period	4,725
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.27
Value at end of period	$10.53
Number of accumulation units outstanding at end of period	18,622
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$13.19
Value at end of period	$13.38
Number of accumulation units outstanding at end of period	12,920

CFI 34

CFI 35

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during November 2004)
Value at beginning of period	$11.48	$10.83
Value at end of period	$13.09	$11.48
Number of accumulation units outstanding at end of period	846	778,230
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.03
Value at end of period	$13.73
Number of accumulation units outstanding at end of period	5,526
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during March 2004)
Value at beginning of period	$13.89	$12.41
Value at end of period	$15.04	$13.89
Number of accumulation units outstanding at end of period	4,057	629,067
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.97	$11.75	$9.16	$10.00
Value at end of period	$14.94	$13.97	$11.75	$9.16
Number of accumulation units outstanding at end of period	17,028	23,126	4,935	872
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.38	$7.85	$10.00
Value at end of period	$13.18	$13.63	$10.38	$7.85
Number of accumulation units outstanding at end of period	8,669	1,519,167	824,986	75
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.38
Value at end of period	$10.64
Number of accumulation units outstanding at end of period	59,381
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.37	$10.64	$8.22	$10.00
Value at end of period	$14.07	$12.37	$10.64	$8.22
Number of accumulation units outstanding at end of period	14,888	1,748,507	506,335	0
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.56	$8.52	$7.05	$8.87	$9.26
Value at end of period	$10.00	$9.56	$8.52	$7.05	$8.87
Number of accumulation units outstanding at end of period	44,770	3,555,247	2,887,495	17,897	4,949
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.26	$9.99
Value at end of period	$11.97	$11.26
Number of accumulation units outstanding at end of period	34,724	2,006,309

CFI 36

CFI 37

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$11.14	$9.77
Value at end of period	$11.74	$11.14
Number of accumulation units outstanding at end of period	54,937	5,441,382
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.97	$9.92
Value at end of period	$11.44	$10.97
Number of accumulation units outstanding at end of period	47,970	6,216,029
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.83	$9.96
Value at end of period	$11.25	$10.83
Number of accumulation units outstanding at end of period	38,930	3,622,165
ING LIQUID ASSETS PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$15.64	$15.71	$15.82	$15.82	$15.72
Value at end of period	$15.85	$15.64	$15.71	$15.82	$15.82
Number of accumulation units outstanding at end of period	18,761	5,672,311	7,879,356	17,952	18,061
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.04	$11.19
Value at end of period	$12.52	$12.04
Number of accumulation units outstanding at end of period	551	1,504,119
ING MARSICO GROWTH PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$11.21	$9.87
Value at end of period	$12.04	$11.21
Number of accumulation units outstanding at end of period	5,381	10,491,049
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.80
Value at end of period	$12.42
Number of accumulation units outstanding at end of period	2,372
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.90
Value at end of period	$11.63
Number of accumulation units outstanding at end of period	15,659
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.62	$7.75	$6.13	$8.91	$10.00
Value at end of period	$8.63	$8.62	$7.75	$6.13	$8.91
Number of accumulation units outstanding at end of period	17,291	16,935	16,465	9,184	2,330

CFI 38

CFI 39

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.17
Value at end of period	$11.43
Number of accumulation units outstanding at end of period	200
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$24.25	$22.13	$19.23	$20.55	$20.57
Value at end of period	$24.60	$24.25	$22.13	$19.23	$20.55
Number of accumulation units outstanding at end of period	50,575	8,667,716	9,215,693	20,972	4,628
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$11.40
Number of accumulation units outstanding at end of period	6,494
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.06
Value at end of period	$12.00
Number of accumulation units outstanding at end of period	10,741
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2002)
Value at beginning of period	$12.25	$10.80	$8.31	$10.00
Value at end of period	$13.68	$12.25	$10.80	$8.31
Number of accumulation units outstanding at end of period	2,845	3,413	2,345	0
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during July 2001)
Value at beginning of period	$20.68	$18.59	$15.13	$20.43	$22.11
Value at end of period	$21.57	$20.68	$18.59	$15.13	$20.43
Number of accumulation units outstanding at end of period	9,808	4,647,975	5,432,937	6,456	1,497
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.57	$13.12	$12.70	$11.86	$11.44
Value at end of period	$13.71	$13.57	$13.12	$12.70	$11.86
Number of accumulation units outstanding at end of period	71,347	5,917,199	5,369,915	78,978	7,501
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.82	$10.00
Value at end of period	$11.13	$10.82
Number of accumulation units outstanding at end of period	86,010	9,413,696
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.82
Value at end of period	$10.98

CFI 40

Number of accumulation units outstanding at end of period

11,607

CFI 41

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.92
Value at end of period	$10.90
Number of accumulation units outstanding at end of period	1,030
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$11.67	$11.55
Value at end of period	$12.79	$11.67
Number of accumulation units outstanding at end of period	2,953	1,127,028
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.86	$11.15	$10.00
Value at end of period	$12.22	$11.86	$11.15
Number of accumulation units outstanding at end of period	10,196	3,905,541	4,510,818
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.34
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	10,149
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$11.19	$9.99
Value at end of period	$11.46	$11.19
Number of accumulation units outstanding at end of period	27,194	4,187,985
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$10.03
Value at end of period	$11.47	$10.92
Number of accumulation units outstanding at end of period	48,245	1,326,546
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during December 2004)
Value at beginning of period	$11.17	$10.99
Value at end of period	$12.01	$11.17
Number of accumulation units outstanding at end of period	503	227
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.21	$10.61	$8.30	$10.00
Value at end of period	$12.46	$12.21	$10.61	$8.30
Number of accumulation units outstanding at end of period	24,879	1,370,657	535,743	109
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.55

CFI 42

Value at end of period	$10.86
Number of accumulation units outstanding at end of period	996

CFI 43

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$12.47
Value at end of period	$12.64
Number of accumulation units outstanding at end of period	650
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$10.23
Value at end of period	$10.65
Number of accumulation units outstanding at end of period	536
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.38
Value at end of period	$11.11
Number of accumulation units outstanding at end of period	2,254
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$13.90	$11.06
Value at end of period	$16.01	$13.90
Number of accumulation units outstanding at end of period	5,686	1,657,594
ING VP CONVERTIBLE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.82	$12.07	$9.64	$10.50	$10.00
Value at end of period	$12.76	$12.82	$12.07	$9.64	$10.50
Number of accumulation units outstanding at end of period	4,204	5,660	3,958	0	0
ING VP FINANCIAL SERVICES PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.92
Value at end of period	$11.77
Number of accumulation units outstanding at end of period	5,487
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$7.15	$6.63	$5.21	$7.02	$7.52
Value at end of period	$7.36	$7.15	$6.63	$5.21	$7.02
Number of accumulation units outstanding at end of period	4,137	820,622	797,575	3,809	1,275
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.76	$8.98	$7.24	$9.38	$10.00
Value at end of period	$10.12	$9.76	$8.98	$7.24	$9.38
Number of accumulation units outstanding at end of period	65,452	1,431,006	494,773	34,433	24,809
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.78	$11.14	$8.56	$9.89	$10.00
Value at end of period	$13.97	$12.78	$11.14	$8.56	$9.89
Number of accumulation units outstanding at end of period	68,278	437,111	33,407	19,211	3,276

CFI 44

CFI 45

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.85	$11.54	$8.62	$10.09	$10.00
Value at end of period	$14.66	$13.85	$11.54	$8.62	$10.09
Number of accumulation units outstanding at end of period	49,912	424,131	23,184	8,401	795
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during October 2005)
Value at beginning of period	$9.99
Value at end of period	$10.10
Number of accumulation units outstanding at end of period	1,841
ING VP LARGECAP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.99	$8.09	$6.17	$9.60	$10.00
Value at end of period	$9.15	$8.99	$8.09	$6.17	$9.60
Number of accumulation units outstanding at end of period	5,734	5,953	6,659	7,411	2,947
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$12.08
Value at end of period	$11.98
Number of accumulation units outstanding at end of period	149
ING VP VALUE OPPORTUNITY PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.72	$8.05	$6.57	$9.02	$10.00
Value at end of period	$9.18	$8.72	$8.05	$6.57	$9.02
Number of accumulation units outstanding at end of period	31,204	10,007	9,651	4,228	0
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.84
Value at end of period	$11.25
Number of accumulation units outstanding at end of period	421
PIONEER SMALL COMPANY VCT PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.79	$9.67	$7.84	$9.59	$10.00
Value at end of period	$10.82	$10.79	$9.67	$7.84	$9.59
Number of accumulation units outstanding at end of period	6,656	7,289	9,720	9,445	1,955
PROFUND VP BULL
(Fund first available during March 2004)
Value at beginning of period	$8.86	$8.55
Value at end of period	$8.97	$8.86
Number of accumulation units outstanding at end of period	3,290	1,756,560
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.33	$8.28	$10.00
Value at end of period	$9.94	$9.33	$8.28
Number of accumulation units outstanding at end of period	4,230	526,719	648,934

CFI 46

CFI 47

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.23	$9.37	$10.00
Value at end of period	$7.47	$8.23	$9.37
Number of accumulation units outstanding at end of period	2,066	834,452	98,866
PROFUND VP SMALL CAP
(Fund first available during December 2003)
Value at beginning of period	$11.68	$10.15	$10.00
Value at end of period	$11.84	$11.68	$10.15
Number of accumulation units outstanding at end of period	2,807	2,559,414	2,307,338
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
(Fund first available during July 2001)
Value at beginning of period	$13.05	$10.94	$8.05	$9.47	$10.00
Value at end of period	$14.69	$13.05	$10.94	$8.05	$9.47
Number of accumulation units outstanding at end of period	5,207	6,037	9,901	7,142	2,520

CFI 48

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.45%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.95	$10.70	$8.44	$10.00
Value at end of period	$11.64	$11.95	$10.70	$8.44
Number of accumulation units outstanding at end of period	57,976	840,926	567,796	4,265
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.17
Value at end of period	$11.36
Number of accumulation units outstanding at end of period	101,863
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.39	$10.92	$8.64	$9.70	$10.00
Value at end of period	$14.25	$12.39	$10.92	$8.64	$9.70
Number of accumulation units outstanding at end of period	947,105	714,836	364,622	141,706	23,738
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$11.00	$10.03	$7.83	$9.59	$10.00
Value at end of period	$11.44	$11.00	$10.03	$7.83	$9.59
Number of accumulation units outstanding at end of period	505,609	3,518,649	2,445,416	178,215	99,509
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.45	$8.32	$6.37	$9.27	$10.00
Value at end of period	$8.79	$8.45	$8.32	$6.37	$9.27
Number of accumulation units outstanding at end of period	210,367	4,695,878	3,789,443	156,999	21,879
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.30
Value at end of period	$12.63
Number of accumulation units outstanding at end of period	14,370
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.89	$10.99	$10.00
Value at end of period	$12.34	$11.89	$10.99
Number of accumulation units outstanding at end of period	1,103,900	8,147,136	1,348,350
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.88	$10.77	$10.00
Value at end of period	$13.53	$11.88	$10.77
Number of accumulation units outstanding at end of period	1,198,712	10,547,830	1,864,132

CFI 49

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.58	$11.62	$10.00
Value at end of period	$16.19	$13.58	$11.62
Number of accumulation units outstanding at end of period	558,732	3,292,334	641,852
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.08
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	111,724
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.93
Value at end of period	$10.88
Number of accumulation units outstanding at end of period	8,987
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.42
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	6,154
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.95
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	1,262
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$20.84	$18.41	$14.91	$18.25	$19.14
Value at end of period	$20.60	$20.84	$18.41	$14.91	$18.25
Number of accumulation units outstanding at end of period	30,065	1,272,573	1,303,905	13,323	4,264
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.90	$9.67
Value at end of period	$10.77	$9.90
Number of accumulation units outstanding at end of period	200,632	347,886
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$10.48	$9.31
Value at end of period	$10.74	$10.48
Number of accumulation units outstanding at end of period	95,371	67,584
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.96
Value at end of period	$12.01

CFI 50

Number of accumulation units outstanding at end of period

68,825

CFI 51

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.27
Value at end of period	$10.52
Number of accumulation units outstanding at end of period	121,387
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.00
Value at end of period	$13.38
Number of accumulation units outstanding at end of period	136,495
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.83
Value at end of period	$11.42
Number of accumulation units outstanding at end of period	36,943
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.48	$9.60
Value at end of period	$13.08	$11.48
Number of accumulation units outstanding at end of period	22,052	1,253,308
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.06
Value at end of period	$13.72
Number of accumulation units outstanding at end of period	73,315
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.88	$11.87	$10.00
Value at end of period	$15.02	$13.88	$11.87
Number of accumulation units outstanding at end of period	67,934	659,600	77,955
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.95	$11.74	$9.16	$10.00
Value at end of period	$14.91	$13.95	$11.74	$9.16
Number of accumulation units outstanding at end of period	200,030	248,264	108,853	12,516
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.37	$7.84	$10.00
Value at end of period	$13.15	$13.63	$10.37	$7.84
Number of accumulation units outstanding at end of period	124,114	2,268,707	1,251,726	11,544
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.13
Value at end of period	$10.63

CFI 52

Number of accumulation units outstanding at end of period

588,743

CFI 53

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.35	$10.63	$8.22	$10.00
Value at end of period	$14.04	$12.35	$10.63	$8.22
Number of accumulation units outstanding at end of period	326,789	2,654,772	502,551	1,123
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.54	$8.50	$7.04	$8.87	$9.25
Value at end of period	$9.97	$9.54	$8.50	$7.04	$8.87
Number of accumulation units outstanding at end of period	386,182	5,139,893	4,499,898	167,273	62,913
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$11.26	$9.99
Value at end of period	$11.96	$11.26
Number of accumulation units outstanding at end of period	122,790	2,380,908
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$11.14	$10.22
Value at end of period	$11.73	$11.14
Number of accumulation units outstanding at end of period	715,940	5,042,206
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.96	$9.74
Value at end of period	$11.43	$10.96
Number of accumulation units outstanding at end of period	834,731	4,315,877
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.82	$9.84
Value at end of period	$11.24	$10.82
Number of accumulation units outstanding at end of period	616,316	2,025,448
ING LIQUID ASSETS PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$15.51	$15.60	$15.71	$15.71	$15.62
Value at end of period	$15.71	$15.51	$15.60	$15.71	$15.71
Number of accumulation units outstanding at end of period	600,124	6,868,172	9,522,307	379,647	116,590
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$12.03	$11.11	$10.00
Value at end of period	$12.51	$12.03	$11.11
Number of accumulation units outstanding at end of period	21,535	2,121,046	2,060,651
ING MARSICO GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$11.21	$10.02
Value at end of period	$12.03	$11.21
Number of accumulation units outstanding at end of period	58,042	6,723,135

CFI 54

CFI 55

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.06
Value at end of period	$12.41
Number of accumulation units outstanding at end of period	90,519
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.89
Value at end of period	$11.63
Number of accumulation units outstanding at end of period	54,674
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.63
Value at end of period	$11.18
Number of accumulation units outstanding at end of period	8,685
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.61	$7.74	$6.13	$8.91	$10.00
Value at end of period	$8.61	$8.61	$7.74	$6.13	$8.91
Number of accumulation units outstanding at end of period	60,516	80,037	82,473	51,743	18,641
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.10
Value at end of period	$11.42
Number of accumulation units outstanding at end of period	20,783
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$24.12	$22.03	$19.15	$20.47	$20.50
Value at end of period	$24.46	$24.12	$22.03	$19.15	$20.47
Number of accumulation units outstanding at end of period	586,332	7,209,493	6,645,212	129,465	41,845
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.39
Number of accumulation units outstanding at end of period	222,209
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.06
Value at end of period	$12.00
Number of accumulation units outstanding at end of period	148,134
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2002)
Value at beginning of period	$12.23	$10.79	$8.31	$10.00
Value at end of period	$13.66	$12.23	$10.79	$8.31
Number of accumulation units outstanding at end of period	62,404	46,493	30,149	4,798

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during July 2001)
Value at beginning of period	$20.58	$18.50	$15.07	$20.35	$22.03
Value at end of period	$21.44	$20.58	$18.50	$15.07	$20.35
Number of accumulation units outstanding at end of period	85,696	2,649,538	2,836,831	45,515	7,932
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.50	$13.06	$12.65	$11.81	$11.40
Value at end of period	$13.63	$13.50	$13.06	$12.65	$11.81
Number of accumulation units outstanding at end of period	952,489	7,272,611	6,415,052	410,567	169,854
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.82	$10.00
Value at end of period	$11.12	$10.82
Number of accumulation units outstanding at end of period	763,255	8,744,441
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.43
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	98,943
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.07
Value at end of period	$10.89
Number of accumulation units outstanding at end of period	130,232
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.66	$10.81	$10.00
Value at end of period	$12.78	$11.66	$10.81
Number of accumulation units outstanding at end of period	30,789	1,431,091	192,028
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.85	$11.15	$10.00
Value at end of period	$12.20	$11.85	$11.15
Number of accumulation units outstanding at end of period	42,941	5,611,904	5,835,012
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.00
Value at end of period	$11.49
Number of accumulation units outstanding at end of period	2,425
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.10
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	404,984

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.18	$10.05
Value at end of period	$11.45	$11.18
Number of accumulation units outstanding at end of period	185,397	4,592,038
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$10.03
Value at end of period	$11.46	$10.92
Number of accumulation units outstanding at end of period	147,254	1,750,578
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.17	$9.87
Value at end of period	$12.00	$11.17
Number of accumulation units outstanding at end of period	11,669	13,294
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.20	$10.60	$8.30	$10.00
Value at end of period	$12.44	$12.20	$10.60	$8.30
Number of accumulation units outstanding at end of period	305,003	314,712	128,209	5,134
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.22
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	128,902
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.19
Value at end of period	$12.64
Number of accumulation units outstanding at end of period	18,170
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.20
Value at end of period	$10.65
Number of accumulation units outstanding at end of period	95,199
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.31
Value at end of period	$11.11
Number of accumulation units outstanding at end of period	64,110
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.90	$10.06
Value at end of period	$16.00	$13.90
Number of accumulation units outstanding at end of period	205,694	1,897,527

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP CONVERTIBLE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.80	$12.05	$9.63	$10.50	$10.00
Value at end of period	$12.73	$12.80	$12.05	$9.63	$10.50
Number of accumulation units outstanding at end of period	100,110	130,832	66,419	24,891	2,059
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.09	$9.88
Value at end of period	$11.76	$11.09
Number of accumulation units outstanding at end of period	75,200	196,570
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$7.14	$6.62	$5.20	$7.02	$7.52
Value at end of period	$7.34	$7.14	$6.62	$5.20	$7.02
Number of accumulation units outstanding at end of period	73,359	1,385,809	1,303,851	25,910	3,087
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.74	$8.97	$7.23	$9.38	$10.00
Value at end of period	$10.10	$9.74	$8.97	$7.23	$9.38
Number of accumulation units outstanding at end of period	563,149	2,210,160	1,239,109	224,198	27,002
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.76	$11.13	$8.55	$9.89	$10.00
Value at end of period	$13.94	$12.76	$11.13	$8.55	$9.89
Number of accumulation units outstanding at end of period	656,156	1,090,890	317,218	177,259	14,893
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.83	$11.53	$8.61	$10.09	$10.00
Value at end of period	$14.63	$13.83	$11.53	$8.61	$10.09
Number of accumulation units outstanding at end of period	460,193	892,876	255,326	119,408	28,552
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.04
Value at end of period	$10.10
Number of accumulation units outstanding at end of period	88,256
ING VP LARGECAP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.98	$8.08	$6.16	$9.59	$10.00
Value at end of period	$9.13	$8.98	$8.08	$6.16	$9.59
Number of accumulation units outstanding at end of period	39,123	42,157	54,784	41,754	19,732
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.42
Value at end of period	$11.98
Number of accumulation units outstanding at end of period	10,623

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP VALUE OPPORTUNITY PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.70	$8.04	$6.57	$9.02	$10.00
Value at end of period	$9.16	$8.70	$8.04	$6.57	$9.02
Number of accumulation units outstanding at end of period	129,432	72,310	64,239	32,953	10,936
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.17
Value at end of period	$11.25
Number of accumulation units outstanding at end of period	22,680
PIONEER SMALL COMPANY VCT PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.77	$9.66	$7.83	$9.59	$10.00
Value at end of period	$10.79	$10.77	$9.66	$7.83	$9.59
Number of accumulation units outstanding at end of period	122,538	144,822	171,771	122,886	26,083
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$8.84	$8.24	$10.00
Value at end of period	$8.95	$8.84	$8.24
Number of accumulation units outstanding at end of period	48,020	3,671,891	3,673,934
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.31	$8.27	$10.00
Value at end of period	$9.92	$9.31	$8.27
Number of accumulation units outstanding at end of period	30,722	795,586	786,491
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.22	$9.36	$10.00
Value at end of period	$7.46	$8.22	$9.36
Number of accumulation units outstanding at end of period	143,669	1,079,664	214,510
PROFUND VP SMALL CAP
(Fund first available during December 2003)
Value at beginning of period	$11.66	$10.14	$10.00
Value at end of period	$11.82	$11.66	$10.14
Number of accumulation units outstanding at end of period	78,530	2,889,878	3,015,456
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
(Fund first available during July 2001)
Value at beginning of period	$13.03	$10.93	$8.04	$9.46	$10.00
Value at end of period	$14.65	$13.03	$10.93	$8.04	$9.46
Number of accumulation units outstanding at end of period	53,526	66,282	108,390	94,101	20,019

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.75%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.86	$10.64	$8.42	$10.00
Value at end of period	$11.51	$11.86	$10.64	$8.42
Number of accumulation units outstanding at end of period	21,521	255,487	231,095	1,328
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.03
Value at end of period	$11.33
Number of accumulation units outstanding at end of period	34,235
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.26	$10.84	$8.61	$9.69	$10.00
Value at end of period	$14.06	$12.26	$10.84	$8.61	$9.69
Number of accumulation units outstanding at end of period	445,887	319,740	210,166	80,927	34,448
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.88	$9.96	$7.79	$9.57	$10.00
Value at end of period	$11.29	$10.88	$9.96	$7.79	$9.57
Number of accumulation units outstanding at end of period	315,015	1,163,703	987,940	140,604	39,753
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.36	$8.26	$6.34	$9.26	$10.00
Value at end of period	$8.67	$8.36	$8.26	$6.34	$9.26
Number of accumulation units outstanding at end of period	112,884	1,179,778	1,008,677	74,614	16,676
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.21
Value at end of period	$12.61
Number of accumulation units outstanding at end of period	10,018
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.84	$10.98	$10.00
Value at end of period	$12.25	$11.84	$10.98
Number of accumulation units outstanding at end of period	521,149	1,977,456	542,973
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.83	$10.76	$10.00
Value at end of period	$13.44	$11.83	$10.76
Number of accumulation units outstanding at end of period	479,943	2,291,803	726,382

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.53	$11.60	$10.00
Value at end of period	$16.07	$13.53	$11.60
Number of accumulation units outstanding at end of period	234,850	865,696	208,539
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.31
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	22,586
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.66
Value at end of period	$10.85
Number of accumulation units outstanding at end of period	11,855
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.78
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	1,550
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.93
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	5,194
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$20.22	$17.91	$14.56	$17.86	$18.77
Value at end of period	$19.93	$20.22	$17.91	$14.56	$17.86
Number of accumulation units outstanding at end of period	24,638	380,049	406,394	7,149	644
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$9.88	$8.93
Value at end of period	$10.72	$9.88
Number of accumulation units outstanding at end of period	70,166	78,661
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$10.46	$9.34
Value at end of period	$10.69	$10.46
Number of accumulation units outstanding at end of period	32,324	4,715
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.95
Value at end of period	$11.99
Number of accumulation units outstanding at end of period	29,573

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.26
Value at end of period	$10.50
Number of accumulation units outstanding at end of period	98,390
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.25
Value at end of period	$13.35
Number of accumulation units outstanding at end of period	20,928
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.92
Value at end of period	$11.39
Number of accumulation units outstanding at end of period	6,221
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.45	$9.65
Value at end of period	$13.01	$11.45
Number of accumulation units outstanding at end of period	8,588	293,821
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.56
Value at end of period	$13.69
Number of accumulation units outstanding at end of period	25,623
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.83	$11.86	$10.00
Value at end of period	$14.91	$13.83	$11.86
Number of accumulation units outstanding at end of period	17,901	95,182	25,758
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.83	$11.68	$9.14	$10.00
Value at end of period	$14.75	$13.83	$11.68	$9.14
Number of accumulation units outstanding at end of period	135,651	189,608	65,061	6,147
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.32	$7.83	$10.00
Value at end of period	$13.01	$13.63	$10.32	$7.83
Number of accumulation units outstanding at end of period	46,549	434,570	299,555	2,705
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.06
Value at end of period	$10.61
Number of accumulation units outstanding at end of period	395,613

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.25	$10.58	$8.21	$10.00
Value at end of period	$13.89	$12.25	$10.58	$8.21
Number of accumulation units outstanding at end of period	100,067	330,064	172,289	806
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.42	$8.42	$6.99	$8.83	$9.23
Value at end of period	$9.81	$9.42	$8.42	$6.99	$8.83
Number of accumulation units outstanding at end of period	143,888	2,049,535	2,197,627	75,160	35,491
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2004)
Value at beginning of period	$11.24	$9.95
Value at end of period	$11.90	$11.24
Number of accumulation units outstanding at end of period	62,555	175,365
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$11.12	$10.10
Value at end of period	$11.67	$11.12
Number of accumulation units outstanding at end of period	211,135	890,382
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.94	$10.03
Value at end of period	$11.37	$10.94
Number of accumulation units outstanding at end of period	327,026	659,396
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$10.80	$9.97
Value at end of period	$11.18	$10.80
Number of accumulation units outstanding at end of period	325,623	640,990
ING LIQUID ASSETS PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$14.78	$14.90	$15.05	$15.11	$15.04
Value at end of period	$14.92	$14.78	$14.90	$15.05	$15.11
Number of accumulation units outstanding at end of period	163,682	1,213,060	1,545,927	116,034	20,175
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.98	$11.10	$10.00
Value at end of period	$12.42	$11.98	$11.10
Number of accumulation units outstanding at end of period	7,228	625,795	676,868
ING MARSICO GROWTH PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$11.18	$10.08
Value at end of period	$11.97	$11.18
Number of accumulation units outstanding at end of period	33,051	1,545,306

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.00
Value at end of period	$12.39
Number of accumulation units outstanding at end of period	30,219
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.64
Value at end of period	$11.60
Number of accumulation units outstanding at end of period	53,910
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.02
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	6,372
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.52	$7.68	$6.10	$8.89	$10.00
Value at end of period	$8.50	$8.52	$7.68	$6.10	$8.89
Number of accumulation units outstanding at end of period	30,316	44,868	47,044	45,652	39,763
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.79
Value at end of period	$11.40
Number of accumulation units outstanding at end of period	565
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$23.38	$21.42	$18.67	$20.03	$20.08
Value at end of period	$23.64	$23.38	$21.42	$18.67	$20.03
Number of accumulation units outstanding at end of period	339,932	2,918,631	2,962,240	136,882	43,752
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.07
Value at end of period	$11.37
Number of accumulation units outstanding at end of period	58,814
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.06
Value at end of period	$11.98
Number of accumulation units outstanding at end of period	74,697

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2002)
Value at beginning of period	$12.13	$10.74	$8.29	$10.00
Value at end of period	$13.51	$12.13	$10.74	$8.29
Number of accumulation units outstanding at end of period	15,023	25,934	16,831	295
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during July 2001)
Value at beginning of period	$19.95	$17.99	$14.69	$19.91	$21.58
Value at end of period	$20.72	$19.95	$17.99	$14.69	$19.91
Number of accumulation units outstanding at end of period	41,973	900,648	978,846	25,548	9,494
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.08	$12.70	$12.34	$11.55	$11.17
Value at end of period	$13.17	$13.08	$12.70	$12.34	$11.55
Number of accumulation units outstanding at end of period	531,245	2,353,927	2,257,025	238,795	111,130
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.79	$10.00
Value at end of period	$11.07	$10.79
Number of accumulation units outstanding at end of period	262,811	2,556,237
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.64
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	43,430
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$10.87
Number of accumulation units outstanding at end of period	39,380
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.61	$10.80	$10.00
Value at end of period	$12.69	$11.61	$10.80
Number of accumulation units outstanding at end of period	35,992	179,814	51,221
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.80	$11.14	$10.00
Value at end of period	$12.12	$11.80	$11.14
Number of accumulation units outstanding at end of period	28,354	1,702,549	1,812,621
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.28
Value at end of period	$11.47
Number of accumulation units outstanding at end of period	2,415

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.99
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	102,114
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$11.16	$10.07
Value at end of period	$11.40	$11.16
Number of accumulation units outstanding at end of period	116,092	1,402,760
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$10.90	$10.15
Value at end of period	$11.41	$10.90
Number of accumulation units outstanding at end of period	43,095	585,742
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.47
Value at end of period	$11.94
Number of accumulation units outstanding at end of period	2,196
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.10	$10.55	$8.28	$10.00
Value at end of period	$12.30	$12.10	$10.55	$8.28
Number of accumulation units outstanding at end of period	145,014	733,524	589,925	6,396
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.21
Value at end of period	$10.83
Number of accumulation units outstanding at end of period	25,643
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.18
Value at end of period	$12.61
Number of accumulation units outstanding at end of period	2,480
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.09
Value at end of period	$10.62
Number of accumulation units outstanding at end of period	27,021
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.33
Value at end of period	$11.09
Number of accumulation units outstanding at end of period	25,456

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.87	$9.68
Value at end of period	$15.92	$13.87
Number of accumulation units outstanding at end of period	63,136	463,695
ING VP CONVERTIBLE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.66	$11.96	$9.59	$10.48	$10.00
Value at end of period	$12.56	$12.66	$11.96	$9.59	$10.48
Number of accumulation units outstanding at end of period	47,299	92,067	65,753	16,097	2,910
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$11.07	$10.23
Value at end of period	$11.70	$11.07
Number of accumulation units outstanding at end of period	24,719	17,577
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$7.04	$6.54	$5.16	$6.98	$7.49
Value at end of period	$7.22	$7.04	$6.54	$5.16	$6.98
Number of accumulation units outstanding at end of period	21,646	544,652	571,723	20,897	7,572
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.64	$8.90	$7.20	$9.36	$10.00
Value at end of period	$9.96	$9.64	$8.90	$7.20	$9.36
Number of accumulation units outstanding at end of period	263,048	548,608	275,705	35,518	6,121
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.62	$11.04	$8.51	$9.87	$10.00
Value at end of period	$13.75	$12.62	$11.04	$8.51	$9.87
Number of accumulation units outstanding at end of period	380,649	430,312	189,683	94,503	23,562
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.68	$11.44	$8.57	$10.07	$10.00
Value at end of period	$14.43	$13.68	$11.44	$8.57	$10.07
Number of accumulation units outstanding at end of period	255,221	345,339	128,264	50,587	7,282
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.08
Number of accumulation units outstanding at end of period	58,209
ING VP LARGECAP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.88	$8.02	$6.14	$9.58	$10.00
Value at end of period	$9.01	$8.88	$8.02	$6.14	$9.58
Number of accumulation units outstanding at end of period	20,536	25,135	27,054	42,844	19,228

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.40
Value at end of period	$11.95
Number of accumulation units outstanding at end of period	4,439
ING VP VALUE OPPORTUNITY PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.61	$7.98	$6.54	$9.01	$10.00
Value at end of period	$9.03	$8.61	$7.98	$6.54	$9.01
Number of accumulation units outstanding at end of period	87,969	53,133	34,458	28,742	15,562
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.60
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	4,135
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.86
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	507
PIONEER SMALL COMPANY VCT PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.66	$9.58	$7.80	$9.58	$10.00
Value at end of period	$10.65	$10.66	$9.58	$7.80	$9.58
Number of accumulation units outstanding at end of period	61,124	73,954	72,200	57,106	18,598
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$8.74	$8.18	$10.00
Value at end of period	$8.83	$8.74	$8.18
Number of accumulation units outstanding at end of period	5,894	518,311	467,546
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.21	$8.20	$10.00
Value at end of period	$9.78	$9.21	$8.20
Number of accumulation units outstanding at end of period	5,031	140,140	190,714
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.19	$9.35	$10.00
Value at end of period	$7.41	$8.19	$9.35
Number of accumulation units outstanding at end of period	45,832	282,310	74,879
PROFUND VP SMALL CAP
(Fund first available during December 2003)
Value at beginning of period	$11.53	$10.05	$10.00
Value at end of period	$11.65	$11.53	$10.05
Number of accumulation units outstanding at end of period	62,081	317,954	426,723

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
(Fund first available during July 2001)
Value at beginning of period	$12.89	$10.85	$8.01	$9.45	$10.00
Value at end of period	$14.46	$12.89	$10.85	$8.01	$9.45
Number of accumulation units outstanding at end of period	16,226	26,480	29,957	24,314	6,329

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.90%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.81	$10.61	$8.41	$10.00
Value at end of period	$11.45	$11.81	$10.61	$8.41
Number of accumulation units outstanding at end of period	6,543	668,459	510,398	0
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.19
Value at end of period	$11.32
Number of accumulation units outstanding at end of period	11,597
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.20	$10.80	$8.59	$9.68	$10.00
Value at end of period	$13.96	$12.20	$10.80	$8.59	$9.68
Number of accumulation units outstanding at end of period	155,560	117,473	73,653	26,329	8,281
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.82	$9.92	$7.78	$9.57	$10.00
Value at end of period	$11.21	$10.82	$9.92	$7.78	$9.57
Number of accumulation units outstanding at end of period	139,709	3,034,707	1,794,730	24,657	9,493
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.32	$8.22	$6.32	$9.25	$10.00
Value at end of period	$8.61	$8.32	$8.22	$6.32	$9.25
Number of accumulation units outstanding at end of period	135,507	4,872,159	3,360,732	53,634	8,648
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.00
Value at end of period	$12.59
Number of accumulation units outstanding at end of period	5,547
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.82	$10.97	$10.00
Value at end of period	$12.21	$11.82	$10.97
Number of accumulation units outstanding at end of period	259,406	9,395,072	1,387,064
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.80	$10.75	$10.00
Value at end of period	$13.39	$11.80	$10.75
Number of accumulation units outstanding at end of period	361,680	12,085,363	1,785,979

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.50	$11.60	$10.00
Value at end of period	$16.01	$13.50	$11.60
Number of accumulation units outstanding at end of period	156,496	3,432,847	564,361
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.42
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	17,235
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.57
Value at end of period	$10.84
Number of accumulation units outstanding at end of period	7,165
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.48
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	8,414
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$19.91	$17.67	$14.38	$17.67	$18.58
Value at end of period	$19.59	$19.91	$17.67	$14.38	$17.67
Number of accumulation units outstanding at end of period	15,783	1,083,314	1,029,028	7,163	157
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.87	$9.95
Value at end of period	$10.69	$9.87
Number of accumulation units outstanding at end of period	69,489	592,804
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during December 2004)
Value at beginning of period	$10.45	$10.48
Value at end of period	$10.66	$10.45
Number of accumulation units outstanding at end of period	12,100	45,863
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.08
Value at end of period	$11.97
Number of accumulation units outstanding at end of period	22,982
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.25
Value at end of period	$10.49
Number of accumulation units outstanding at end of period	76,434

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.22
Value at end of period	$13.33
Number of accumulation units outstanding at end of period	14,432
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.77
Value at end of period	$11.38
Number of accumulation units outstanding at end of period	1,059
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$11.44	$10.31
Value at end of period	$12.98	$11.44
Number of accumulation units outstanding at end of period	2,118	1,251,267
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.34
Value at end of period	$13.68
Number of accumulation units outstanding at end of period	12,577
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.80	$11.85	$10.00
Value at end of period	$14.86	$13.80	$11.85
Number of accumulation units outstanding at end of period	26,010	725,812	104,296
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.78	$11.65	$9.13	$10.00
Value at end of period	$14.66	$13.78	$11.65	$9.13
Number of accumulation units outstanding at end of period	141,544	143,912	82,437	2,029
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.30	$7.82	$10.00
Value at end of period	$12.93	$13.63	$10.30	$7.82
Number of accumulation units outstanding at end of period	83,207	2,099,655	1,006,794	2,735
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.35
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	251,520
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.20	$10.55	$8.20	$10.00
Value at end of period	$13.81	$12.20	$10.55	$8.20
Number of accumulation units outstanding at end of period	53,936	3,062,604	582,823	2,717

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.36	$8.38	$6.97	$8.82	$9.22
Value at end of period	$9.73	$9.36	$8.38	$6.97	$8.82
Number of accumulation units outstanding at end of period	96,826	4,964,766	4,168,723	38,567	19,211
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.22	$9.60
Value at end of period	$11.87	$11.22
Number of accumulation units outstanding at end of period	76,208	4,747,062
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.11	$10.08
Value at end of period	$11.64	$11.11
Number of accumulation units outstanding at end of period	112,685	8,321,452
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.93	$9.77
Value at end of period	$11.34	$10.93
Number of accumulation units outstanding at end of period	149,841	7,820,447
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.79	$10.09
Value at end of period	$11.15	$10.79
Number of accumulation units outstanding at end of period	119,838	3,664,368
ING LIQUID ASSETS PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$14.42	$14.57	$14.70	$14.81	$14.76
Value at end of period	$14.54	$14.42	$14.57	$14.70	$14.81
Number of accumulation units outstanding at end of period	301,712	5,864,378	5,938,918	130,083	45,601
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.96	$11.09	$10.00
Value at end of period	$12.37	$11.96	$11.09
Number of accumulation units outstanding at end of period	21,046	2,375,113	2,433,238
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.17	$9.69
Value at end of period	$11.94	$11.17
Number of accumulation units outstanding at end of period	10,443	5,851,107
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.31
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	27,718

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.18
Value at end of period	$11.59
Number of accumulation units outstanding at end of period	44,540
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.03
Value at end of period	$11.14
Number of accumulation units outstanding at end of period	3,528
ING MFS CAPITAL OPPORTUNITIES PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.47	$7.65	$6.09	$8.89	$10.00
Value at end of period	$8.44	$8.47	$7.65	$6.09	$8.89
Number of accumulation units outstanding at end of period	51,164	52,656	57,505	27,828	5,621
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during September 2005)
Value at beginning of period	$11.14
Value at end of period	$11.39
Number of accumulation units outstanding at end of period	793
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$23.02	$21.12	$18.44	$19.81	$19.87
Value at end of period	$23.24	$23.02	$21.12	$18.44	$19.81
Number of accumulation units outstanding at end of period	157,559	6,519,914	5,686,198	58,555	8,837
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$11.36
Number of accumulation units outstanding at end of period	31,643
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.06
Value at end of period	$11.96
Number of accumulation units outstanding at end of period	74,094
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2002)
Value at beginning of period	$12.09	$10.71	$8.28	$10.00
Value at end of period	$13.43	$12.09	$10.71	$8.28
Number of accumulation units outstanding at end of period	7,670	19,568	16,760	193
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during July 2001)
Value at beginning of period	$19.64	$17.73	$14.51	$19.69	$21.36
Value at end of period	$20.37	$19.64	$17.73	$14.51	$19.69
Number of accumulation units outstanding at end of period	29,661	2,260,629	2,258,725	15,015	1,674

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.88	$12.52	$12.18	$11.43	$11.05
Value at end of period	$12.95	$12.88	$12.52	$12.18	$11.43
Number of accumulation units outstanding at end of period	191,646	6,098,052	5,824,732	280,008	20,362
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78	$10.00
Value at end of period	$11.04	$10.78
Number of accumulation units outstanding at end of period	182,920	8,122,576
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.77
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	24,534
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.47
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	13,303
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.59	$10.80	$10.00
Value at end of period	$12.64	$11.59	$10.80
Number of accumulation units outstanding at end of period	26,458	1,947,332	291,189
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during December 2003)
Value at beginning of period	$11.77	$11.13	$10.00
Value at end of period	$12.07	$11.77	$11.13
Number of accumulation units outstanding at end of period	28,570	6,906,094	6,946,527
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.28
Value at end of period	$11.46
Number of accumulation units outstanding at end of period	6,246
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.05
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	51,306
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$11.15	$10.07
Value at end of period	$11.37	$11.15
Number of accumulation units outstanding at end of period	36,115	5,039,682

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.89	$9.86
Value at end of period	$11.38	$10.89
Number of accumulation units outstanding at end of period	32,529	2,049,551
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.13	$10.01
Value at end of period	$11.91	$11.13
Number of accumulation units outstanding at end of period	2,950	2,964
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.05	$10.52	$8.27	$10.00
Value at end of period	$12.23	$12.05	$10.52	$8.27
Number of accumulation units outstanding at end of period	98,322	177,317	54,491	2,102
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.48
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	28,433
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.13
Value at end of period	$12.60
Number of accumulation units outstanding at end of period	3,805
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.19
Value at end of period	$10.61
Number of accumulation units outstanding at end of period	19,921
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.68
Value at end of period	$11.07
Number of accumulation units outstanding at end of period	18,860
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.86	$9.70
Value at end of period	$15.88	$13.86
Number of accumulation units outstanding at end of period	41,575	1,760,569
ING VP CONVERTIBLE PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.60	$11.92	$9.57	$10.47	$10.00
Value at end of period	$12.47	$12.60	$11.92	$9.57	$10.47
Number of accumulation units outstanding at end of period	39,009	40,567	6,964	1,293	415

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$11.06	$10.12
Value at end of period	$11.67	$11.06
Number of accumulation units outstanding at end of period	41,177	212,751
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$6.99	$6.51	$5.14	$6.96	$7.48
Value at end of period	$7.15	$6.99	$6.51	$5.14	$6.96
Number of accumulation units outstanding at end of period	37,144	1,550,262	1,506,719	6,583	2,697
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$9.59	$8.87	$7.18	$9.36	$10.00
Value at end of period	$9.89	$9.59	$8.87	$7.18	$9.36
Number of accumulation units outstanding at end of period	127,326	1,954,792	957,662	26,792	4,667
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$12.56	$11.00	$8.49	$9.87	$10.00
Value at end of period	$13.65	$12.56	$11.00	$8.49	$9.87
Number of accumulation units outstanding at end of period	215,751	770,708	113,912	97,941	4,408
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$13.61	$11.40	$8.55	$10.07	$10.00
Value at end of period	$14.34	$13.61	$11.40	$8.55	$10.07
Number of accumulation units outstanding at end of period	176,453	711,336	101,972	69,821	5,763
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.03
Value at end of period	$10.06
Number of accumulation units outstanding at end of period	38,902
ING VP LARGECAP GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.84	$7.99	$6.12	$9.57	$10.00
Value at end of period	$8.94	$8.84	$7.99	$6.12	$9.57
Number of accumulation units outstanding at end of period	12,394	12,607	18,215	11,188	661
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.12
Value at end of period	$11.94
Number of accumulation units outstanding at end of period	1,178
ING VP VALUE OPPORTUNITY PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$8.57	$7.95	$6.52	$9.00	$10.00
Value at end of period	$8.97	$8.57	$7.95	$6.52	$9.00
Number of accumulation units outstanding at end of period	39,022	15,744	13,516	7,083	3,112

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.07
Value at end of period	$11.21
Number of accumulation units outstanding at end of period	239
PIONEER SMALL COMPANY VCT PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.60	$9.55	$7.78	$9.57	$10.00
Value at end of period	$10.58	$10.60	$9.55	$7.78	$9.57
Number of accumulation units outstanding at end of period	71,438	83,496	92,688	50,554	17,291
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$8.69	$8.14	$10.00
Value at end of period	$8.76	$8.69	$8.14
Number of accumulation units outstanding at end of period	22,904	1,940,698	1,278,503
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.16	$8.17	$10.00
Value at end of period	$9.71	$9.16	$8.17
Number of accumulation units outstanding at end of period	7,232	557,626	445,959
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.17	$9.35	$10.00
Value at end of period	$7.39	$8.17	$9.35
Number of accumulation units outstanding at end of period	35,267	1,007,799	812,145
PROFUND VP SMALL CAP
(Fund first available during December 2003)
Value at beginning of period	$11.47	$10.01	$10.00
Value at end of period	$11.57	$11.47	$10.01
Number of accumulation units outstanding at end of period	34,866	1,815,670	1,694,421
PUTNAM VT INTERNATIONAL GROWTH AND INCOME FUND
(Fund first available during July 2001)
Value at beginning of period	$12.83	$10.81	$7.99	$9.44	$10.00
Value at end of period	$14.36	$12.83	$10.81	$7.99	$9.44
Number of accumulation units outstanding at end of period	23,199	25,628	39,222	101,983	8,360

CFI 56

PART B

Statement of Additional Information

ING SMARTDESIGN VARIABLE ANNUITY

Deferred Combination Variable and Fixed Annuity Contract

Issued by

SEPARATE ACCOUNT B

ING USA ANNUITY AND LIFE INSURANCE COMPANY

This Statement of Additional Information is not a prospectus. The information contained herein should be read in conjunction with the Prospectus for the ING USA Annuity and Life Insurance Company Deferred Variable Annuity Contract, which is referred to herein. The Prospectus sets forth information that a prospective investor ought to know before investing. For a copy of the Prospectus, send a written request to ING USA Annuity and Life Insurance Company, Customer Service Center, P.O. Box 9271 Des Moines, IA 50306-9271 or telephone 1-800-366-0066.

DATE OF PROSPECTUS AND

STATEMENT OF ADDITIONAL INFORMATION:

April 28, 2006

Table of Contents

Item

Page

Introduction	1
Description of ING USA Annuity and Life Insurance Company	1
Separate Account B of ING USA Annuity and Life Insurance Company	1
Safekeeping of Assets	1
Independent Registered Public Accounting Firm	1
Distribution of Contracts	1
Performance Information	2
Other Information	3
Financial Statements of ING USA Annuity and Life Insurance Company	4
Financial Statements of Separate Account B	4

Introduction

This Statement of Additional Information provides background information regarding Separate Account B.

Description of ING USA Annuity and Life Insurance Company

ING USA Annuity and Life Insurance Company ("ING USA") is an Iowa stock life insurance company, which was originally incorporated in Minnesota on January 2, 1973. 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. ING USA's financial statements appear in the Statement of Additional Information.

As of December 31, 2005, ING USA had approximately $2,949.0 million in stockholder's equity and approximately $59.4 billion in total assets, including approximately $30.3 billion of separate account assets. ING USA is authorized to do business in all jurisdictions except New York. ING USA offers variable insurance products. Reliastar Life Insurance Company of New York ("RLNY"), an affiliate of ING USA, is licensed to do variable annuity business in the state of New York.

Separate Account B of ING USA Annuity and Life Insurance Company

Separate Account B is a separate account established by the Company for the purpose of funding variable annuity contracts issued by the Company. The separate account is registered with the Securities and Exchange Commission ("SEC") as a unit investment trust under the Investment Company act of 1940, as amended. Purchase payments to accounts under the contract may be allocated to one or more of the subaccounts. Each subaccount invests in the shares of only one of the funds offered under the contracts. We may make additions to, deletions from or substitutions of available investment options as permitted by law and subject to the conditions of the contract. The availability of the funds is subject to applicable regulatory authorization. Not all funds are available in all jurisdictions or under all contracts.

Safekeeping of Assets

ING USA acts as its own custodian for Separate Account B.

Independent Registered Public Accounting Firm

Ernst & Young LLP, Suite 2800, 600 Peachtree Street, Atlanta GA 30308, an Independent Registered Public Accounting Firm, performs annual audits of ING USA and Separate Account B.

Distribution of Contracts

The offering of contracts under the prospectus associated with this Statement of Additional Information is continuous. Directed Services, Inc. ("DSI"), an affiliate of ING USA, acts as the principal underwriter (as defined in the Securities Act of 1933 and the Investment Company Act of 1940, as amended) of the variable insurance products (the "variable insurance products") issued by ING USA. The contracts are distributed through registered representatives of other broker-dealers who have entered into selling agreements with DSI. For the years ended 2005, 2004 and 2003 commissions paid by ING USA, including amounts paid by its affiliated Company, RLNY, to DSI aggregated $378,135,000, $374,955,000, and $270,633,000, respectively. All commissions received by the distributor were passed through to the broker-dealers who sold the contracts. DSI is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478.

Under a management services agreement, last amended in 1995, ING USA provides to DSI certain of its personnel to perform management, administrative and clerical services and the use of certain facilities. ING USA charges DSI for such expenses and all other general and administrative costs, first on the basis of direct charges when identifiable, and the remainder allocated based on the estimated amount of time spent by ING USA's employees on behalf of DSI. In the opinion of management, this method of cost allocation is reasonable. This fee, calculated as a percentage of average assets in the variable separate accounts, was $42,969,000, $36,570,000 and $27,898,000, for the years ended 2005, 2004, and 2003, respectively.

Published Ratings

From time to time, the rating of ING USA as an insurance company by A.M. Best may be referred to in advertisements or in reports to contract owners. Each year the A.M. Best Company reviews the financial status of thousands of insurers, culminating in the assignment of Best's Ratings. These ratings reflect their current opinion of the relative financial strength and operating performance of an insurance company in comparison to the norms of the life/health insurance industry. Best's ratings range from A+ + to F. An A++ and A+ ratings mean, in the opinion of A.M. Best, that the insurer has demonstrated the strongest ability to meet its respective policyholder and other contractual obligations.

Accumulation Unit Value

The calculation of the Accumulation Unit Value ("AUV") is discussed in the prospectus for the Contracts under Condensed Financial Information. Note that in your Contract, accumulation unit value is referred to as the Index of Investment Experience. The following illustrations show a calculation of a new AUV and the purchase of Units (using hypothetical examples). Note that the examples below do not reflect the mortality and expense risk charge for this product and are for illustration purposes only. For AUV’s calculated for this Contract, please see the Condensed Financial Information in the prospectus.

ILLUSTRATION OF CALCULATION OF AUV

EXAMPLE 1.

1. AUV, beginning of period	$10.00
2. Value of securities, beginning of period	$10.00
3. Change in value of securities	$0.10
4. Gross investment return (3) divided by (2)	0.01
5. Less daily mortality and expense charge	0.00004280
6. Less asset based administrative charge	0.00000411
7. Net investment return (4) minus (5) minus (6)	0.009953092
8. Net investment factor (1.000000) plus (7)	1.009953092
9. AUV, end of period (1) multiplied by (8)	$10.09953092

ILLUSTRATION OF PURCHASE OF UNITS (ASSUMING NO STATE PREMIUM TAX)

EXAMPLE 2.

1. Initial premium payment	$1,000
2. AUV on effective date of purchase (see Example 1)	$10.00
3. Number of units purchased (1) divided by (2)	100
4. AUV for valuation date following purchase (see Example 1)	$10.09953092

5. Contract Value in account for valuation date following purchase

(3) multiplied by (4)

$1,009.95

Performance Information

From time to time, we may advertise or include in reports to contract owner’s performance information for the subaccounts of Separate Account B, including the average annual total return performance, yields and other nonstandard measures of performance. Such performance data will be computed, or accompanied by performance data computed, in accordance with standards defined by the SEC.

Except for the Liquid Assets subaccount, quotations of yield for the subaccounts will be based on all investment income per unit (contract value divided by the accumulation unit) earned during a given 30-day period, less expenses accrued during such period. Information on standard total average annual return performance will include average annual rates of total return for 1-, 5- and 10-year periods, or lesser periods depending on how long Separate Account B has been investing in the portfolio. We may show other total returns for periods of less than one year. We will base total return figures on the actual historic performance of the subaccounts of Separate Account B, assuming an investment at the beginning of the

period when the separate account first invested in the portfolios, and withdrawal of the investment at the end of the period, adjusted to reflect the deduction of all applicable portfolio and current contract charges. We may also show rates of total return on amounts invested at the beginning of the period with no withdrawal at the end of the period. Total return figures which assume no withdrawals at the end of the period will reflect all recurring charges. In addition, we may present historic performance data for the investment portfolios since their inception reduced by some or all of the fees and charges under the Contract. Such adjusted historic performance includes data that precedes the inception dates of the subaccounts of Separate Account B. This data is designed to show the performance that would have resulted if the Contract had been in existence before the separate account began investing in the portfolios.

Current yield for the Liquid Assets subaccount is based on income received by a hypothetical investment over a given 7-day period, less expenses accrued, and then “annualized” (i.e., assuming that the 7-day yield would be received for 52 weeks). We calculate “effective yield” for the Liquid Assets subaccount in a manner similar to that used to calculate yield, but when annualized, the income earned by the investment is assumed to be reinvested. The “effective yield” will thus be slightly higher than the “yield” because of the compounding effect of earnings. We calculate quotations of yield for the remaining subaccounts on all investment income per accumulation unit earned during a given 30-day period, after subtracting fees and expenses accrued during the period, assuming the selection of the Max 7 Enhanced Death Benefit and the MGIB optional benefit rider. You should be aware that there is no guarantee that the Liquid Assets Subaccount will have a positive or level return.

We may compare performance information for a subaccount to: (i) the Standard & Poor’s 500 Stock Index, Dow Jones Industrial Average, Donoghue Money Market Institutional Averages, or any other applicable market indices, (ii) other variable annuity separate accounts or other investment products tracked by Lipper Analytical Services (a widely used independent research firm which ranks mutual funds and other investment companies), or any other rating service, and (iii) the Consumer Price Index (measure for inflation) to determine the real rate of return of an investment in the Contract. Our reports and promotional literature may also contain other information including the ranking of any subaccount based on rankings of variable annuity separate accounts or other investment products tracked by Lipper Analytical Services or by similar rating services.

Performance information reflects only the performance of a hypothetical contract and should be considered in light of other factors, including the investment objective of the investment portfolio and market conditions. Please keep in mind that past performance is not a guarantee of future results.

Other Information

Registration statements have been filed with the SEC under the Securities Act of 1933, as amended, with respect to the Contracts discussed in this Statement of Additional Information. Not all of the information set forth in the registration statements, amendments and exhibits thereto has been included in this Statement of Additional Information. Statements contained in this Statement of Additional Information concerning the content of the Contracts and other legal instruments are intended to be summaries. For a complete statement of the terms of these documents, reference should be made to the instruments filed with the SEC.

FINANCIAL STATEMENTS OF ING USA ANNUITY AND LIFE INSURANCE COMPANY

The audited financial statements of ING USA Annuity and Life Insurance Company are listed below and are included in this Statement of Additional Information:

Report of Independent Registered Public Accounting Firm

Audited Financial Statements of ING USA Annuity and Life Insurance Company

Statements of Operations for the years ended December 31, 2005, 2004 and 2003

Balance Sheets as of December 31, 2005 and 2004

Statements of Changes in Shareholder's Equity for the years ended

December 31, 2005, 2004 and 2003

Statements of Cash Flows for the years ended December 31, 2005, 2004 and 2003

Notes to Financial Statements

FINANCIAL STATEMENTS OF SEPARATE ACCOUNT B

The audited financial statements of Separate Account B are listed below and are included in this Statement of Additional Information:

Report of Independent Registered Public Accounting Firm

Audited Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company

Statements of Assets and Liabilities as of December 31, 2005

Statements of Operations for the year ended December 31, 2005

Statements of Changes in Net Assets for the years ended December 31, 2005 and 2004

Notes to Financial Statements

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Index to Financial Statements

			Page

Report of Independent Registered Public Accounting Firm			C-2

Financial Statements:

	Statements of Operations for the years ended
		December 31, 2005, 2004, and 2003	C-3

	Balance Sheets as of December 31, 2005 and 2004		C-4

	Statements of Changes in Shareholder's Equity for the years ended
		December 31, 2005, 2004, and 2003	C-6

	Statements of Cash Flows for the years ended
		December 31, 2005, 2004, and 2003	C-7

Notes to Financial Statements			C-9

C-1

Report of Independent Registered Public Accounting Firm

The Board of Directors

ING USA Annuity and Life Insurance Company

We have audited the accompanying balance sheets of ING USA Annuity and Life Insurance Company as of December 31, 2005 and 2004, and the related statements of operations, changes in shareholder’s equity, and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of ING USA Annuity and Life Insurance Company as of December 31, 2005 and 2004, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, the Company changed the accounting principle for certain non-traditional long duration contracts and for separate accounts effective January 1, 2004. As discussed in Note 15 to the financial statements, the Company restated certain amounts presented in the statements of cash flows related to realized gains and losses, investment contracts, and short-term loans for the years ended December 31, 2004 and 2003.

/s/ Ernst & Young LLP

Atlanta, Georgia

March 24, 2006

C-2

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Statements of Operations

(In millions)

				Year Ended December 31,
				2005		2004		2003
Revenue:
	Net investment income		$	1,102.2	$	1,121.5	$	1,108.9
	Fee income			745.6		569.2		402.0
	Premiums			21.8		21.8		20.3
	Net realized capital losses			(2.9)		(49.5)		(35.1)
	Other income			0.7		0.3		-
Total revenue				1,867.4		1,663.3		1,496.1
Benefits and expenses:
	Interest credited and other benefits to contractowners			1,085.8		1,133.0		920.5
	Operating expenses			192.5		162.6		162.1
	Amortization of deferred policy acquisition
		costs and value of business acquired		318.9		186.8		347.9
	Interest expense			29.6		5.1		8.2
	Other			16.5		2.2		0.9
Total benefits and expenses				1,643.3		1,489.7		1,439.6
Income before income taxes and cumulative
	effect of change in accounting principle			224.1		173.6		56.5
Income tax expense (benefit)				34.2		80.7		(0.8)
Income before cumulative effect of change
	in accounting principle			189.9		92.9		57.3
Cumulative effect of change in accounting
	principle, net of tax			-		(1.0)		-
Net income			$	189.9	$	91.9	$	57.3

The accompanying notes are an integral part of these financial statements.

C-3

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Balance Sheets

(In millions, except share data)

				As of December 31,
				2005		2004
Assets
Investments:
	Fixed maturities, available-for-sale, at fair value
		(amortized cost of $16,085.6 at 2005 and $17,045.9 at 2004)	$	16,092.4	$	17,489.2
	Equity securities, available-for-sale, at fair value
		(cost of $28.6 at 2005 and $34.8 at 2004)		29.7		35.3
	Mortgage loans on real estate			3,766.8		3,851.8
	Policy loans			166.1		169.0
	Other investments			460.7		277.2
	Securities pledged
		(amortized cost of $952.1 at 2005 and $1,100.5 at 2004)		938.9		1,108.6
Total investments				21,454.6		22,931.1
Cash and cash equivalents				215.2		209.0
Short-term investments under securities loan agreement				140.2		402.8
Accrued investment income				175.0		201.7
Receivable for securities sold				32.1		38.9
Deposits and reinsurance recoverable from affiliate				4,068.1		1,388.1
Deferred policy acquisition costs				2,255.4		1,704.1
Value of business acquired				122.1		112.2
Sales inducements to contractowners				556.3		514.6
Due from affiliates				60.0		192.4
Other assets				29.9		28.3
Assets held in separate accounts				30,262.8		24,746.7
Total assets			$	59,371.7	$	52,469.9

The accompanying notes are an integral part of these financial statements.

C-4

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Balance Sheets

(In millions, except share data)

				As of December 31,
				2005		2004
Liabilities and Shareholder's Equity
Future policy benefits and claims reserves			$	24,225.3	$	22,961.0
Payables for securities purchased				0.8		35.9
Payables under securities loan agreement				140.2		402.8
Borrowed money				806.3		713.4
Notes to affiliates				435.0		435.0
Due to affiliates				39.7		51.8
Current income taxes				34.1		15.7
Deferred income taxes				135.7		12.5
Other liabilities				342.8		320.6
Liabilities related to separate accounts				30,262.8		24,746.7
Total liabilities				56,422.7		49,695.4

Shareholder's equity
	Common stock (250,000 shares authorized, issued
		and outstanding; $10 per share value)		2.5		2.5
	Additional paid-in capital			4,143.1		4,041.1
	Accumulated other comprehensive (loss) income			(4.7)		112.7
	Retained earnings (deficit)			(1,191.9)		(1,381.8)
Total shareholder's equity				2,949.0		2,774.5
Total liabilities and shareholder's equity			$	59,371.7	$	52,469.9

The accompanying notes are an integral part of these financial statements.

C-5

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Statements of Changes in Shareholder’s Equity

(In millions)

											Accumulated
									Additional		Other		Retained		Total
							Common		Paid-In		Comprehensive		Earnings		Shareholder's
							Stock		Capital		Income (Loss)		(Deficit)		Equity
Balance at December 31, 2002						$	2.5	$	3,722.4	$	133.2	$	(1,518.6)	$	2,339.5
	Comprehensive income:
		Net income					-		-		-		57.3		57.3
		Other comprehensive income,
			net of tax:
				Change in net unrealized gain (loss)
					on securities ($82.8 pretax)		-		-		54.9		-		54.9
	Total comprehensive income														112.2
	Dividends paid						-		-		-		(12.4)		(12.4)
	Contribution of capital						-		88.7		-		-		88.7
Balance at December 31, 2003							2.5		3,811.1		188.1		(1,473.7)		2,528.0
	Comprehensive income:
		Net income					-		-		-		91.9		91.9
		Other comprehensive loss,
			net of tax:
				Change in net unrealized gain (loss)
					on securities ($(114.0) pretax)		-		-		(70.5)		-		(70.5)
				Minimum pension liability			-		-		(4.9)		-		(4.9)
	Total comprehensive income														16.5
	Contribution of capital						-		230.0		-		-		230.0
Balance at December 31, 2004							2.5		4,041.1		112.7		(1,381.8)		2,774.5
	Comprehensive income:
		Net income					-		-		-		189.9		189.9
		Other comprehensive loss,
			net of tax:
				Change in net unrealized gain (loss)
					on securities ($(185.1) pretax)		-		-		(118.4)		-		(118.4)
				Minimum pension liability ($(1.1) pretax)			-		-		1.0		-		1.0
	Total comprehensive income														72.5
	Contribution of capital						-		100.0		-		-		100.0
	Employee share-based payments						-		2.0		-		-		2.0
Balance at December 31, 2005						$	2.5	$	4,143.1	$	(4.7)	$	(1,191.9)	$	2,949.0

The accompanying notes are an integral part of these financial statements.

C-6

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Statements of Cash Flows

(In millions)

						Year Ended December 31,
						2005		2004		2003
								(Restated)		(Restated)
Cash Flows from Operating Activities:
	Net income				$	189.9	$	91.9	$	57.3
	Adjustments to reconcile net income to
		net cash provided by operating activities:
			Capitalization of deferred policy acquisition costs
				and sales inducements		(715.3)		(688.3)		(491.9)
			Amortization of deferred policy acquisition costs,
				value of business acquired, and sales inducements		387.7		252.3		347.9
			Net accretion/decretion of discount/premium			93.1		139.6		218.2
			Future policy benefits, claims reserves, and
				interest credited		1,078.4		916.7		782.4
			Provision for deferred income taxes			192.0		75.4		(1.9)
			Net realized capital losses			2.9		49.5		35.1
			Change in:
				Accrued investment income		26.7		(9.0)		14.3
				Reinsurance recoverable (excluding GICs)		(31.1)		11.2		18.1
				Other receivables and asset accruals		(1.6)		(8.2)		(2.8)
				Due to/from affiliates		(18.9)		(19.8)		52.0
				Other payables and accruals		39.3		41.2		73.0
				Employee share-based payments		2.0		-		-
Net cash provided by operating activities						1,245.1		852.5		1,101.7
Cash Flows from Investing Activities:
	Proceeds from the sale, maturity, or redemption of:
		Fixed maturities, available-for-sale				16,027.0		17,876.4		20,180.2
		Equity securities, available-for-sale				20.7		106.8		45.7
		Mortgage loans on real estate				739.7		388.6		561.1
	Acquisition of:
		Fixed maturities, available-for-sale				(17,518.1)		(20,517.6)		(21,223.3)
		Equity securities, available-for-sale				(14.1)		(20.2)		(16.2)
		Mortgage loans on real estate				(658.0)		(856.4)		(1,075.5)
	Other investments					(236.5)		(274.8)		(232.1)
	Other					2.9		(3.2)		2.7
Net cash used in investing activities						(1,636.4)		(3,300.4)		(1,757.4)

The accompanying notes are an integral part of these financial statements.

C-7

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Statements of Cash Flows

(In millions)

			Year Ended December 31,
			2005		2004		2003
Cash Flows from Financing Activities:
	Deposits received for investment contracts		5,225.6		5,888.2		3,056.7
	Maturities and withdrawals from investment contracts		(5,039.7)		(3,244.4)		(2,843.5)
	Reinsurance recoverable on investment contracts		(120.5)		(747.4)		7.5
	Reinsurance recapture		-		-		134.5
	Notes to affiliates		-		350.0		-
	Short-term loan with affiliate		139.2		(63.8)		(120.4)
	Short-term loans		92.9		179.2		210.6
	Dividends to Parent		-		-		(12.4)
	Contribution of capital from Parent		100.0		230.0		88.7
Net cash provided by financing activities			397.5		2,591.8		521.7
Net increase (decrease) in cash and cash equivalents			6.2		143.9		(134.0)
Cash and cash equivalents, beginning of year			209.0		65.1		199.1
Cash and cash equivalents, end of year		$	215.2	$	209.0	$	65.1
Supplemental cash flow information:
	Income taxes (received) paid, net	$	(174.7)	$	8.3	$	53.0
	Interest paid	$	52.1	$	14.2	$	10.8

The accompanying notes are an integral part of these financial statements.

C-8

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

1.	Organization and Significant Accounting Policies

Basis of Presentation

ING USA Annuity and Life Insurance Company (“ING USA” or the “Company,” as appropriate) is a stock life insurance company domiciled in the State of Iowa and provides financial products and services in the United States. ING USA is authorized to conduct its insurance business in the District of Columbia and all states except New York.

ING USA is a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc. (“Lion” or “Parent”), which is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING”). ING is a global financial services holding company based in The Netherlands, with American Depository Shares listed on the New York Stock Exchange under the symbol “ING”.

On January 1, 2004, the Company simultaneously redomesticated from Delaware to Iowa, changed its name from Golden American Life Insurance Company to ING USA Annuity and Life Insurance Company, and merged the following affiliates into the Company: Equitable Life Insurance Company of Iowa ("Equitable Life"), USG Annuity & Life Company, and United Life & Annuity Insurance Company (collectively, the “Merger Companies”). Prior to the merger date, ING USA was a wholly-owned subsidiary of Equitable Life.

Description of Business

The Company offers various insurance products including immediate and deferred variable and fixed annuities. The Company’s annuity products are distributed by national wirehouses, regional securities firms, independent National Association of Securities Dealers, Inc. (“NASD”) firms with licensed registered representatives, banks, life insurance companies with captive agency sales forces, independent insurance agents, independent marketing organizations and the ING broker-dealer network. The Company’s primary annuity customers are retail consumers.

The Company also offers guaranteed investment contracts and funding agreements, collectively referred to as “GICs”, primarily to institutional investors and corporate benefit plans. These products are marketed by home office personnel or through specialty insurance brokers.

The Company previously provided interest-sensitive, traditional, and variable life insurance, and health insurance. The Company no longer issues these products. The life insurance business is in run-off and the Company has ceded to other insurers all health insurance.

The Company has one operating segment, ING U.S. Financial Services.

C-9

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Recently Adopted Accounting Standards

The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments

In March 2004, the Emerging Issues Task Force (“EITF”) reached a final consensus on EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments” (“EITF 03-1”), adopting a three-step impairment model for securities within its scope. The three-step model is applied on a security-by-security basis as follows:

Step 1:	Determine whether an investment is impaired. An investment is impaired if the fair value of the investment is less than its cost basis.
Step 2:	Evaluate whether an impairment is other-than-temporary.
Step 3:	If the impairment is other-than-temporary, recognize an impairment loss equal to the difference between the investment’s cost and its fair value.

On September 30, 2004, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. EITF Issue 03-1-1 “Effective Date of Paragraphs 10-20 of EITF Issue No. 03-1, ‘The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments’” (“FSP EITF 03-1-1”),which delayed the EITF 03-1 original effective date of July 1, 2004 for steps two and three of the impairment model introduced.

On November 3, 2005, the FASB issued FSP Statement of Financial Accounting Standard (“FAS”) No. 115-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” (“FSP FAS No. 115-1”). FSP FAS No. 115-1 replaces the impairment evaluation guidance of EITF 03-1.

FSP FAS No. 115-1 addresses the determination of when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. In addition, it includes considerations for accounting subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporarily impaired. FSP FAS No. 115-1 further clarifies that an impairment loss should be recognized no later than when the impairment is deemed other-than-temporary, even if a decision to sell an impaired security has not been made. FSP FAS No. 115-1 references existing guidance on other-than-temporary impairments.

C-10

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

FSP FAS No. 115-1 is effective for reporting periods beginning after December 15, 2005, and was implemented by the Company during the fourth quarter of 2005. As a result of adopting FSP FAS No. 115-1, the Company recognized impairment losses of $3.1 for the year ended December 31, 2005, related to investments that the Company does not have the intent and ability to retain for a period of time sufficient to allow for recovery in fair value. The required disclosures are included in the Investments footnote.

Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partners Have Certain Rights

In June 2005, the EITF reached a consensus on EITF Issue 04-5, “Investor’s Accounting for an Investment in a Limited Partnership When the Investor is the Sole General Partner and the Limited Partner Have Certain Rights”(“EITF 04-5”), which states that the general partner in a limited partnership should presume that it controls and, thus, should consolidate the limited partnership, unless the limited partners have either (a) substantive ability to dissolve the limited partnership or otherwise remove the general partner without cause or (b) substantive participating rights. EITF 04-5 applies to limited partnerships that are not variable interest entities under FASB Interpretation No. 46R: “Consolidation of Variable Interest Entities” (“FIN 46R”). EITF 04-5 was effective immediately for all new limited partnership formed and for existing limited partnerships for which partnership agreements are modified after June 29, 2005, and is effective for all other limited partnerships at the commencement of the first reporting period beginning after December 15, 2005.

The Company’s limited partnership investment totaling $19.7 in Powers Ferry Properties Ltd Partnership (“PFP”), an affiliate acquired on May 12, 2005, is accounted for using the equity method, as ING USA does not have substantive kick-out or participating rights and, therefore, cannot overcome the presumption of control by the general partner of PFP. As of December 31, 2005, the Company’s remaining investments in limited partnerships are generally considered variable interest entities under FIN 46R, and are accounted for using the cost or equity methods of accounting since the Company is not the primary beneficiary. Investments in limited partnerships are included in Other investments on the Balance Sheets.

C-11

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Share-Based Payment

In December 2004, the FASB issued Statement of Financial Accounting Standards (“FAS”) No. 123 (revised 2004), “Share-Based Payment” (“FAS No. 123R”), which requires all share-based payments to employees be recognized in the financial statements based upon the fair value. FAS No. 123R was effective at the beginning of the first interim or annual period beginning after June 15, 2005. FAS No. 123R provides two transition methods, modified-prospective and modified-retrospective.

The modified-prospective method recognizes the grant-date fair value of compensation for new awards granted after the effective date and unvested awards beginning in the fiscal period in which the recognition provision are first applied. Prior periods are not restated. The modified-retrospective method permits entities to restate prior periods by recognizing the compensation cost based on amounts previously reported in the pro forma footnote disclosure as required under FAS No. 123, “Accounting for Stock-Based Compensation” (“FAS No. 123”).

The Company early adopted the provisions of FAS No. 123R on January 1, 2005, using the modified-prospective method. Under the modified-prospective method, compensation cost recognized in 2005 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2005, based on the grant date fair value estimated in accordance with the original provision of FAS No. 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2005, based on the grant date fair value in accordance with the provisions of FAS No. 123R. Results for prior periods are not restated. Prior to January 1, 2005, the Company applied the intrinsic value-based provisions set forth in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and related Interpretations, as permitted by FAS No. 123. No stock based employee compensation cost was recognized in the Statement of Operations during 2004 and 2003, as all options granted during the year had an exercise price equal to the market value of the underlying common stock on the date of grant. All shares granted during 2005 and 2004 were those of ING, the Company’s ultimate parent. As a result of adopting FAS No. 123R, the Company’s net income for the year ended December 31, 2005, was $1.3 lower than if it had continued to account for share-based payments under APB No. 25. The fair value of shares granted during 2005 was $1.9 as of December 31, 2005, and will be expensed over a vesting period of 3 years. Prior to the adoption of FAS No. 123R, no modifications were made to outstanding options, and there were no significant changes to valuation methodologies as a result of the adoption of FAS No. 123R.

C-12

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts

The Company adopted Statement of Position (“SOP”) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts” (“SOP 03-1”), on January 1, 2004. SOP 03-1 establishes several new accounting and disclosure requirements for certain nontraditional long-duration contracts and for separate accounts including, among other things, a requirement that assets and liabilities of separate account arrangements that do not meet certain criteria be accounted for as general account assets and liabilities, and that the revenue and expenses related to such arrangements be consolidated with the respective line items in the Statements of Operations. In addition, SOP 03-1 requires additional liabilities be established for certain guaranteed death benefits and for products with certain patterns of cost of insurance charges. Sales inducements provided to contractowners must be recognized on the balance sheet separately from deferred policy acquisition costs and amortized as a component of benefits expense using methodologies and assumptions consistent with those used for amortization of deferred policy acquisition costs.

The Company evaluated all requirements of SOP 03-1 and determined that it is affected by the SOP’s requirements to establish additional liabilities for certain guaranteed benefits and products with patterns of cost of insurance charges resulting in losses in later policy durations from the insurance benefit function and to defer, amortize, and recognize separately, sales inducements to contractowners. Upon adoption of SOP 03-1 on January 1, 2004, the Company recognized a cumulative effect of a change in accounting principle of $(3.6), before tax, or $(2.3) net of $1.3 of income taxes. In addition, requirements for certain separate account arrangements that do not meet the established criteria for separate asset and liability recognition are applicable to the Company, however, the Company’s policies on separate account assets and liabilities have historically been, and continue to be, in conformity with the requirements newly established.

In the fourth quarter of 2004, the cumulative effect of a change in accounting principle was revised due to the Company’s implementation of Technical Practice Aid 6300.05–6300.08 “Q&As Related to the Implementation of SOP 03-1, ‘Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts”’ (the “TPA”).

C-13

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The TPA, which was approved in September 2004, provided additional guidance regarding certain implicit assessments that may be used in the testing of the base mortality function on contracts, which is performed to determine whether additional liabilities are required in conjunction with SOP 03-1. In addition, the TPA provided additional guidance surrounding the allowed level of aggregation of additional liabilities determined under SOP 03-1. While the TPA was implemented during the fourth quarter of 2004, the TPA is retroactive to the original implementation date of SOP 03-1, January 1, 2004 and is reported as an adjustment to SOP 03-1’s cumulative effect of a change in accounting principle. The adoption of the TPA reduced the Company’s cumulative effect of a change in accounting principle by $2.0, before tax and decreased quarterly 2004 net income approximately $0.6 in each quarter, for a total decrease of $2.3.

The implementation of SOP 03-1 also raised questions regarding the interpretation of the requirements of FAS No. 97 “Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments” (“FAS No. 97”), concerning when it is appropriate to record an unearned revenue liability related to the insurance benefit function. To clarify its position, the “FASB issued FASB Staff Position No. FAS 97-1, “Situations in Which Paragraphs 17(b) and 20 of FASB Statement No. 97, ‘Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments,’ Permit or Require Accrual of an Unearned Revenue Liability” (“FSP FAS 97-1”), effective for fiscal periods beginning subsequent to the date the guidance was issued, June 18, 2004. The Company adopted FSP FAS 97-1 on July 1, 2004. The adoption of FSP FAS 97-1 did not have an impact on the Company’s financial position, results of operations, or cash flows.

Variable Interest Entities

In January 2003, the FASB issued FASB Interpretation 46, “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51” (“FIN 46”). In December 2003, the FASB issued FIN 46R to make certain technical revisions and address certain implementation issues that had arisen. FIN 46R provides a new framework for identifying variable interest entities (“VIEs”) and determining when a company should include the assets, liabilities, noncontrolling interests, and results of activities of a VIE in its consolidated financial statements.

In general, a VIE is a corporation, partnership, limited-liability corporation, trust, or any other legal structure used to conduct activities or hold assets that either (1) has an insufficient amount of equity to carry out its principal activities without additional subordinated financial support, (2) has a group of equity owners that are unable to make significant decisions about its activities, or (3) has a group of equity owners that do not have the obligation to absorb losses or the right to receive returns generated by its operations.

C-14

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

FIN 46R requires a VIE to be consolidated if a party with an ownership, contractual, or other financial interest in the VIE (a variable interest holder) is obligated to absorb a majority of the risk of loss from the VIE’s activities, is entitled to receive a majority of the VIE’s residual returns (if no party absorbs a majority of the VIE’s losses), or both. A variable interest holder that consolidates the VIE is called the primary beneficiary. Upon consolidation, the primary beneficiary generally must initially record all of the VIE’s assets, liabilities, and noncontrolling interests at fair value and subsequently account for the VIE as if it were consolidated based on majority voting interest. FIN 46R also requires disclosures about VIEs that the variable interest holder is not required to consolidate but in which it has a significant variable interest.

The adoption of FIN 46R had no impact on the Company’s financial statements. The Company held investments in VIEs in the form of private placement securities, structured securities, securitization transactions, and limited partnerships with an aggregate fair values of $8.5 billion and $7.0 billion as of December 31, 2005 and 2004, respectively. These VIEs are held by the Company for investment purposes. Consolidation of these investments in the Company’s financial statements is not required as the Company is not the primary beneficiary for any of these VIEs. Book values as of December 31, 2005 and 2004 of $8.5 billion and $6.9 billion, respectively, represent the maximum exposure to loss on the investment of VIEs. In addition, the Company may be exposed to the loss of asset management fees it receives for some of this structures.

New Accounting Pronouncements

Accounting for Certain Hybrid Financial Instruments

In February 2006, the FASB issued FAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140” (“FAS No. 155”), which permits the application of fair value accounting to certain hybrid financial instruments in their entirety if they contain embedded derivatives that would otherwise require bifurcation under FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS No. 133”). Under this approach, changes in fair value would be recognized currently in earnings. In addition, FAS No. 155 does the following:

• Clarifies which interest-only strips and principal-only strips are not subject to derivative accounting under FAS No. 133;

• Requires that interests in securitized financial assets be analyzed to identify interests that are freestanding derivatives or that are hybrid instruments that contain embedded derivatives requiring bifurcation;

• Clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives; and

• Allows a qualifying special-purpose entity to hold derivative financial instruments that pertain to beneficial interests, other than another derivative financial instrument.

C-15

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

FAS No. 155 is effective for all instruments acquired, issued, or subject to a remeasurement event, occurring after the beginning of the first fiscal year that commences after September 15, 2006. The Company is in the process of determining the impact of FAS No. 155.

Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts

In September 2005, the American Institute of Certified Public Accountants issued Statement of Position 05-1, “Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts” (“SOP 05-1”), which states that when an internal replacement transaction results in a substantially changed contract, the unamortized deferred acquisition costs, unearned revenue liabilities, and deferred sales inducement assets, related to the replaced contract should not be deferred in connection with the new contract. Contract modifications that meet various conditions defined by SOP 05-1 and result in a new contract that is substantially unchanged from the replaced contract, however, should be accounted for as a continuation of the replaced contract.

SOP 05-1 defines an internal replacement as a modification in product benefits, features, rights, or coverage, that occur by the exchange of a contract for a new contract, by amendment, endorsement, or rider, to a contract, or by the election of a feature or coverage within a contract. SOP 05-1 applies to internal replacements made primarily to contracts defined by FAS No. 60, “Accounting and Reporting by Insurance Enterprises” (“FAS No. 60”), as short-duration and long-duration insurance contracts, and by FAS No. 97, as investment contracts.

SOP 05-1 is effective for internal replacements occurring in fiscal years beginning after December 15, 2006, with earlier adoption encouraged. The Company is in the process of determining the impact of adoption of SOP 05-1.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

C-16

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to the current year classifications (see Reclassification and Changes to Prior Year Presentation footnote).

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, money market instruments, and other debt issues with a maturity of 90 days or less when purchased.

Investments

All of the Company’s fixed maturity and equity securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair value and unrealized gains and losses on these securities are included directly in Shareholder’s equity, after adjustment for related changes in deferred policy acquisition costs (“DAC”), value of business acquired (“VOBA”), and deferred income taxes.

Other-Than-Temporary-Impairments

The Company analyzes the general account investments to determine whether there has been an other-than-temporary decline in fair value below the amortized cost basis. Management considers the length of the time and the extent to which the fair value has been less than amortized cost, the issuer’s financial condition and near-term prospects, future economic conditions and market forecasts, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for recovery in fair value. If it is probable that all amounts due according to the contractual terms of a debt security will not be collected, an other-than-temporary impairment is considered to have occurred.

In addition, the Company invests in structured securities that meet the criteria of EITF Issue No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets” (“EITF 99-20”). Under EITF 99-20, a further determination of the required impairment is based on credit risk and the possibility of significant prepayment risk that restricts the Company’s ability to recover the investment. An impairment is recognized if the fair value of the security is less than amortized cost and there has been an adverse change in cash flow since the remeasurement date.

When a decline in fair value is determined to be other-than-temporary, the individual security is written down to fair value, and the loss is recorded in Net realized capital gains (losses).

C-17

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Purchases and Sales

Purchases and sales of fixed maturities and equity securities, excluding private placements, are recorded on the trade date. Purchases and sales of private placements and mortgage loans are recorded on the closing date.

Valuation

Fair values for fixed maturities are obtained from independent pricing services or broker-dealer quotations. Fair values for privately placed bonds are determined using a matrix-based model. The matrix-based model considers the level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. The fair values for actively traded equity securities are based on quoted market prices. For equity securities not actively traded, estimated fair values are based upon values of issues of comparable yield and quality or conversion value, where applicable.

Mortgage loans on real estate are reported at amortized cost, less impairment write-downs. If the value of any mortgage loan is determined to be impaired (i.e., when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement), the carrying value of the mortgage loan is reduced to either the present value of expected cash flows from the loan, discounted at the loan’s effective interest rate, or fair value of the collateral. If the loan is in foreclosure, the carrying value is reduced to the fair value of the underlying collateral, net of estimated costs to obtain and sell. The carrying value of the impaired loans is reduced by establishing a permanent write-down recorded in Net realized capital gains (losses). At December 31, 2005 and 2004, the Company had no allowance for mortgage loan credit losses.

Policy loans are carried at unpaid principal balances.

Short-term investments, consisting primarily of money market instruments and other fixed maturity issues purchased with an original maturity of 91 days to one year, are considered available-for-sale and are carried at fair value, which approximates amortized cost.

C-18

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Derivative instruments are reported at fair value using the Company’s derivative accounting system. The system uses key financial data, such as yield curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank Offered Rates, which are obtained from third party sources and uploaded into the system. Embedded derivative instruments are reported at fair value based upon internally established valuations that are consistent with external valuation models or market quotations. Guaranteed minimum withdrawals benefits (“GMWBs”) without life contingency and guaranteed minimum accumulation benefits (“GMABs”) represent an embedded derivative liability in the variable annuity contract that is required to be reported separately from the host variable annuity contract. The option component of an equity indexed annuity (“EIA”) also represents an embedded derivative. These embedded derivatives are carried at fair value based on actuarial assumptions related to projected cash flows, including benefits and related contract charges, over the lives of the contracts, incorporating expectations concerning contractowner behavior.

Repurchase Agreements

The Company engages in dollar repurchase agreements (“dollar rolls”) and repurchase agreements to increase the return on investments and improve liquidity. These transactions involve a sale of securities and an agreement to repurchase substantially the same securities as those sold. Company policies require a minimum of 95% of the fair value of securities pledged under dollar rolls and repurchase agreement transactions to be maintained as collateral. Cash collateral received is invested in fixed maturities, and the carrying value of the securities pledged in dollar rolls and repurchase agreement transactions is included in Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and repurchase agreements is included in Borrowed money on the Balance Sheets.

The Company also enters into reverse repurchase agreements. These transactions involve a purchase of securities and an agreement to sell substantially the same securities as those purchased. Company policies require a minimum of 102% of the fair value of securities pledged under reverse repurchase agreements to be pledged as collateral. Reverse repurchase agreements are included in Cash equivalents on the Balance Sheets.

Securities Lending

The Company engages in securities lending whereby certain securities from its portfolio are loaned to other institutions for short periods of time. Initial collateral, primarily cash, is required at a rate of 102% of the market value of the loaned domestic securities. The collateral is deposited by the borrower with a lending agent, and retained and invested by the lending agent according to the Company’s guidelines to generate additional income. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the loaned securities fluctuates.

C-19

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Derivatives

The Company’s use of derivatives is limited mainly to hedging purposes to reduce the Company’s exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, and market risk. Generally, derivatives are not accounted for using hedge accounting treatment under FAS No. 133, as the Company has not historically sought hedge accounting treatment.

The Company enters into interest rate, equity market, credit default, total return, and currency contracts, including swaps, caps, floors, and options, to reduce and manage risks associated with changes in value, yield, price, cash flow, or exchange rates of assets or liabilities held or intended to be held, or to assume or reduce credit exposure associated with a referenced asset, index, or pool. The Company also purchases options and futures on equity indexes to reduce and manage risks associated with its annuity products. Open derivative contracts with asset balances and liability balances are included in Other investments or Other liabilities, as appropriate, on the Balance Sheets. Changes in the fair value of such derivatives are recorded in Net realized capital gains (losses) in the Statements of Operations.

During the fourth quarter of 2005, the Company revised the financial statement presentation of derivatives. Previously, asset balances and liability balances on open derivative contracts were netted and recorded in Other investments on the Balance Sheet. The Company now reports derivatives with asset balances in Other investments and derivatives with liability balances in Other liabilities. In addition, changes in the fair value of certain derivative were previously recorded in Net investment income in the Statement of Operations. The total change in fair value of these derivatives is now reported in net realized capital gains (losses). These revisions resulted in an increase in Other investments and Other liabilities of $44.2 and $133.6 at December 31, 2004 and 2003, respectively, as well as a reclassification of $(114.3) and $(146.6) from Net investment income to Net realized capital gains and losses at December 31, 2004 and 2003, respectively.

The Company also had investments in certain fixed maturity instruments, and has issued certain retail annuity products, that contain embedded derivatives whose market value is at least partially determined by, among other things, levels of or changes in domestic and/or foreign interest rates (short- or long-term), exchange rates, prepayment rates, equity markets, or credit ratings/spreads.

Embedded derivatives within fixed maturity instruments are included in Fixed maturities on the Balance Sheets, and changes in fair value are recorded in Net realized capital gains (losses) in the Statements of Operations.

C-20

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Embedded derivatives within retail annuity products are included in Future policy benefits and claims reserves on the Balance Sheets, and changes in the fair value are recorded in Interest credited and other benefits to contractowners in the Statements of Operations.

Deferred Policy Acquisition Costs and Value of Business Acquired

DAC represents policy acquisition costs that have been capitalized and are subject to amortization. Such costs consist principally of certain commissions, underwriting, contract issuance, and agency expenses, related to the production of new and renewal business.

VOBA represents the outstanding value of in force business capitalized in purchase accounting when the Company was acquired and is subject to amortization. The value is based on the present value of estimated profits embedded in the Company’s contracts.

FAS No. 97 applies to universal life and investment-type products, such as fixed and variable deferred annuities. Under FAS No. 97, DAC and VOBA are amortized, with interest, over the life of the related contracts in relation to the present value of estimated future gross profits from investment, mortality, and expense margins, plus surrender charges. DAC related to GICs, however, is amortized on a straight-line basis over the life of the contract.

For FAS No. 97 products, changes in assumptions can have a significant impact on DAC and VOBA balances and amortization rates. Several assumptions are considered significant in the estimation of future gross profits associated with variable universal life and variable deferred annuity products. One of the most significant assumptions involved in the estimation of future gross profits is the assumed return associated with the variable account performance. To reflect the volatility in the equity markets, this assumption involves a combination of near-term expectations and long-term assumptions regarding market performance. The overall return on the variable account is dependent on multiple factors, including the relative mix of the underlying sub-accounts among bond funds and equity funds, as well as equity sector weightings. Other significant assumptions include surrender and lapse rates, estimated interest spread, and estimated mortality.

Due to the relative size and sensitivity to minor changes in underlying assumptions of DAC and VOBA balances, the Company performs quarterly and annual analyses of DAC and VOBA for the annuity and life businesses, respectively. The DAC and VOBA balances are evaluated for recoverability.

C-21

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

At each evaluation date, actual historical gross profits are reflected and estimated future gross profits and related assumptions are evaluated for continued reasonableness. Any adjustment in estimated profit requires that the amortization rate be revised (“unlocking”), retroactively to the date of the policy or contract issuance. The cumulative unlocking adjustment is recognized as a component of current period amortization. In general, increases in investment, mortality, and expense margins, and thus estimated future profits, lower the rate of amortization. However, decreases in investment, mortality, and expense margins, and thus estimated future profits, increase the rate of amortization.

Reserves

Future policy benefits and claims reserves include reserves for deferred annuities and immediate annuities with and without life contingent payouts, universal life insurance contracts, and GICs. Generally, reserves are calculated using mortality and withdrawal rate assumptions based on relevant Company experience and are periodically reviewed against both industry standards and experience.

Reserves for deferred annuity investment contracts and immediate annuities without life contingent payouts are equal to cumulative deposits, less charges and withdrawals, plus credited interest thereon. Reserve interest rates varied by product up to 8.0% for 2005, 2004, and 2003.

Reserves for individual immediate annuities with life contingent payout benefits are computed on the basis of assumed interest discount rate, mortality, and expenses, including a margin for adverse deviations. Such assumptions generally vary by annuity plan type, year of issue, and policy duration. For 2005, 2004, and 2003, reserve interest discount rates varied up to 8.0%.

Reserves for EIAs are computed in accordance with FAS No. 97 and FAS No. 133. Accordingly, the aggregate initial liability is equal to the deposit received plus a bonus, if applicable, and is split into a host component and an embedded derivative component. Thereafter, the host liability accumulates at a set interest rate, and the embedded derivative liability is recognized at fair value, with the change in fair value recorded in the Statements of Operations.

Reserves for universal life products are equal to cumulative deposits, less withdrawals and charges, plus credited interest thereon. Reserves for traditional life insurance contracts represent the present value of future benefits to be paid to or on behalf of contractowners and related expenses less the present value of future net premiums.

C-22

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Under SOP 03-1, the Company calculates additional liabilities for certain guaranteed benefits and for universal life products with certain patterns of cost of insurance charges and certain other fees. The SOP 03-1 reserve recognized for such products is in addition to the liability previously held and recognizes the portion of contract assessments received in early years used to compensate the insurer for services provided in later years.

The Company calculates a benefit ratio for each block of business subject to SOP 03-1, and calculates an SOP 03-1 reserve by accumulating amounts equal to the benefit ratio multiplied by the assessments for each period, reduced by excess death benefits during the period. The SOP 03-1 reserve is accumulated at interest rates using the contract-credited rate for the period. The calculated reserve includes a provision for universal life contracts with patterns of cost of insurance charges that produce expected gains from the insurance benefit function followed by losses from that function in later years.

The SOP 03-1 reserve for annuities with guaranteed minimum death benefits (“GMDBs”) is determined each period by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used to adjust the additional liability balance, with a related charge or credit to benefit expense, if actual experience or other evidence suggests that earlier assumptions should be revised.

The SOP 03-1 reserve for GMWBs with life contingency and guaranteed minimum income benefits (“GMIBs”) is determined each period by estimating the expected value of the annuitization benefits in excess of the projected account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments. The Company regularly evaluates estimates used and adjusts the additional liability balance, with a related charge or credit to benefit expense, if the actual experience or other evidence suggests that earlier assumptions should be revised.

GMABs and GMWBs without life contingency are considered to be derivatives under FAS No. 133. The additional reserves for these guarantees are recognized at fair value through the Statements of Operations.

Reserves for GICs are calculated using the amount deposited with the Company, less withdrawals, plus interest accrued to the ending valuation date. Interest on these contracts is accrued by a predetermined index plus a spread or a fixed rate, established at the issue date of the contract.

C-23

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Sales Inducements

Sales inducements represent benefits paid to contractowners for a specified period that are incremental to the amounts the Company credits on similar contracts and are higher than the contract’s expected ongoing crediting rates for periods after the inducement. As of January 1, 2004, such amounts are reported separately on the Balance Sheets in accordance with SOP 03-1. Beginning in 2004, sales inducements are amortized as a component of Interest credited and other benefits to contractowners using methodologies and assumptions consistent with those used for amortization of DAC.

Revenue Recognition

For universal life and most annuity contracts, charges assessed against contractowner funds for the cost of insurance, surrender, expenses, and other fees are recorded as revenue as charges are assessed. Other amounts received for these contracts are reflected as deposits and are not recorded as premium or revenue. Related policy benefits are recorded in relation to the associated premiums or gross profit so that profits are recognized over the expected lives of the contracts. When annuity payments with life contingencies begin under contracts that were initially investment contracts, the accumulated balance in the account is treated as a single premium for the purchase of an annuity and reflected as an offsetting amount in both Premiums and Interest credited and other benefits to contractowners in the Statements of Operations.

Premiums on the Statements of Operations primarily represent amounts received under traditional life insurance policies.

For GICs, deposits made to the Company are not recorded as revenue in the Statements of Operations, but are recorded directly to Future policy benefits and claims reserves on the Balance Sheets.

Separate Accounts

Separate account assets and liabilities generally represent funds maintained to meet specific investment objectives of contractowners who bear the investment risk, subject, in limited cases, to certain minimum guarantees. Investment income and investment gains and losses generally accrue directly to such contractowners. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company.

C-24

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Separate account assets supporting variable options under variable annuity contracts are invested, as designated by the contractowner or participant under a contract, in shares of mutual funds which are managed by the Company or its affiliates, or in other selected mutual funds not managed by the Company or its affiliates.

Separate account assets and liabilities are carried at fair value and shown as separate captions in the Balance Sheets. Deposits, investment income, and net realized and unrealized capital gains and losses of the separate accounts, however, are not reflected in the Statements of Operations (with the exception of realized and unrealized capital gains and losses on the assets supporting the guaranteed interest option). The Statements of Cash Flows do not reflect investment activity of the separate accounts.

Assets and liabilities of separate account arrangements that do not meet the criteria in SOP 03-1 for separate presentation in the Balance Sheets (primarily guaranteed interest options), and revenue and expenses related to such arrangements, are consolidated in the financial statements with the general account. At December 31, 2005 and 2004, unrealized gains of $21.9 and $100.5, respectively, after taxes, on assets supporting a guaranteed interest option are reflected in Shareholder’s equity.

Reinsurance

The Company utilizes indemnity reinsurance agreements to reduce its exposure to large losses from its life and annuity insurance business. Reinsurance permits recovery of a portion of losses from reinsurers, although it does not discharge the Company’s primary liability as the direct insurer of the risks. The Company evaluates the financial strength of potential reinsurers and continually monitors the financial strength and credit ratings of its reinsurers. Only those reinsurance recoverable balances deemed probable of recovery are reflected as assets on the Company’s Balance Sheets.

Participating Insurance

Participating business approximates 10.4% of the Company’s ordinary life insurance in force and 26.1% of life insurance premium income. The amount of dividends to be paid is determined annually by the Board of Directors. Amounts allocable to participating contractowners are based on published dividend projections or expected dividend scales. Dividends to participating policyholders of $15.8, $16.2, and $17.2, were incurred during the years ended December 31, 2005, 2004, and 2003, respectively.

Income Taxes

The Company is taxed at regular corporate rates after adjusting income reported for financial statement purposes for certain items. Deferred income tax expenses/benefits result from changes during the year in cumulative temporary differences between the tax basis and book basis of assets and liabilities.

C-25

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

2.	Investments

Fixed Maturities and Equity Securities

Fixed maturities and equity securities, available-for-sale, as of December 31, 2005, were as follows:

						Gross		Gross
				Amortized		Unrealized		Unrealized		Fair
				Cost		Gains		Losses		Value
Fixed maturities:
	U.S. government and government
		agencies and authorities	$	476.5	$	1.1	$	4.2	$	473.4
	State, municipalities, and political
		subdivisions		20.1		-		0.7		19.4

	U.S. corporate securities:
		Public utilities		1,579.2		39.7		19.4		1,599.5
		Other corporate securities		5,077.9		86.4		63.5		5,100.8
	Total U.S. corporate securities			6,657.1		126.1		82.9		6,700.3

	Foreign securities:
		Government		464.7		13.8		4.1		474.4
		Other		2,447.6		33.3		38.5		2,442.4
	Total foreign securities			2,912.3		47.1		42.6		2,916.8

	Residential mortgage-backed securities			3,938.1		35.6		70.7		3,903.0
	Commercial mortgaged-backed securities			1,309.8		17.0		19.5		1,307.3
	Other asset-backed securities			1,723.8		6.8		19.5		1,711.1

	Total fixed maturities, including fixed
		maturities pledged		17,037.7		233.7		240.1		17,031.3
	Less: fixed maturities pledged			952.1		1.0		14.2		938.9
Total fixed maturities				16,085.6		232.7		225.9		16,092.4
Equity securities				28.6		1.1		-		29.7

Total investments, available-for-sale			$	16,114.2	$	233.8	$	225.9	$	16,122.1

C-26

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Fixed maturities and equity securities, available-for-sale, as of December 31, 2004, were as follows:

						Gross		Gross
				Amortized		Unrealized		Unrealized		Fair
				Cost		Gains		Losses		Value
Fixed maturities:
	U.S. government and government
		agencies and authorities	$	464.0	$	1.8	$	1.1	$	464.7
	State, municipalities, and political
		subdivisions		20.7		-		0.8		19.9

	U.S. corporate securities:
		Public utilities		1,796.9		78.4		8.9		1,866.4
		Other corporate securities		6,292.4		243.5		22.7		6,513.2
	Total U.S. corporate securities			8,089.3		321.9		31.6		8,379.6

	Foreign securities:
		Government		518.9		24.2		2.2		540.9
		Other		2,571.2		97.7		11.5		2,657.4
	Total foreign securities			3,090.1		121.9		13.7		3,198.3

	Residential mortgage-backed securities			3,440.3		43.9		22.4		3,461.8
	Commercial mortgaged-backed securities			1,107.8		34.9		3.0		1,139.7
	Other asset-backed securities			1,934.2		14.3		14.7		1,933.8

	Total fixed maturities, including fixed
		maturities pledged		18,146.4		538.7		87.3		18,597.8
	Less: fixed maturities pledged			1,100.5		9.8		1.7		1,108.6
Total fixed maturities				17,045.9		528.9		85.6		17,489.2
Equity securities				34.8		0.5		-		35.3

Total investments available-for-sale			$	17,080.7	$	529.4	$	85.6	$	17,524.5

At December 31, 2005 and 2004, net unrealized (depreciation) appreciation was $(5.3) and $451.9, respectively, on total fixed maturities, including fixed maturities pledged to creditors, and equity securities.

C-27

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Unrealized losses in fixed maturities at December 31, 2005 and 2004, were related to interest rate movement or spread widening and to mortgage and other asset-backed securities. Mortgage and other asset-backed securities include U.S. government backed securities, principal protected securities, and structured securities, which did not have an adverse change in cash flows. The following table summarizes the unrealized losses by duration and reason, along with the fair value of fixed maturities, including fixed maturities pledged to creditors, in unrealized loss position at December 31, 2005 and 2004.

					More than
					Six Months
			Less than		and less than		More than
2005			Six Months		Twelve Months		Twelve Months		Total

Interest rate or spread widening		$	49.1	$	32.6	$	48.7	$	130.4
Mortgage and other asset-backed
	securities		47.7		29.7		32.3		109.7
Total unrealized loss		$	96.8	$	62.3	$	81.0	$	240.1
Carrying amount		$	5,757.0	$	2,266.6	$	2,243.0	$	10,266.6

2004

Interest rate or spread widening		$	12.3	$	16.9	$	18.0	$	47.2
Mortgage and other asset-backed
	securities		14.9		13.0		12.2		40.1
Total unrealized loss		$	27.2	$	29.9	$	30.2	$	87.3
Carrying amount		$	3,199.9	$	1,710.7	$	709.1	$	5,619.7

Of the unrealized losses aged more than twelve months, the average market value of the related fixed maturities is 97% of the average book value. In addition, this category includes over 400 securities, which have an average quality rating of A+. No other-than-temporary impairment loss was considered necessary for these fixed maturities as of December 31, 2005.

Overall, there has been an increase in unrealized losses from December 31, 2004 to December 31, 2005. This increase is largely caused by an increase in interest rates, which tends to have a negative market value impact on fixed maturity securities. In accordance with FSP FAS No. 115-1, the Company considers the negative market impact of the interest rate changes, in addition to credit related items, when performing other-than-temporary impairment testing. As a part of this testing, the Company determines whether or not it has the ability and intent to retain the investments for a period of time sufficient to allow for recovery in fair value.

C-28

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The amortized cost and fair value of fixed maturities as of December 31, 2005, are shown below by contractual maturity. Actual maturities may differ from contractual maturities because securities may be restructured, called, or prepaid.

			Amortized		Fair
			Cost		Value
Due to mature:
	One year or less	$	558.9	$	558.8
	After one year through five years		3,263.1		3,255.9
	After five years through ten years		4,743.8		4,762.3
	After ten years		1,500.2		1,532.9
	Mortgage-backed securities		5,247.9		5,210.3
	Other asset-backed securities		1,723.8		1,711.1
Less: fixed maturities pledged			952.1		938.9
Fixed maturities, excluding fixed maturities pledged		$	16,085.6	$	16,092.4

The Company did not have any investments in a single issuer, other than obligations of the U.S. government, with a carrying value in excess of 10% of the Company’s Shareholder’s equity at December 31, 2005.

At December 31, 2005 and 2004, fixed maturities with fair values of $11.7 and $11.9, respectively, were on deposit as required by regulatory authorities.

The Company is a member of the Federal Home Loan Bank of Des Moines (“FHLB”) and is required to maintain a collateral deposit that backs funding agreements issued to the FHLB. At December 31, 2005 and 2004, respectively, the Company had $126.1 and $376.3 in non-putable funding agreements issued to the FHLB. At December 31, 2005 and 2004, respectively, assets with a carrying value of approximately $159.4 and $422.0 collateralized the funding agreements to the FHLB. Collateralized assets are included in Fixed maturities in the Balance Sheets.

Repurchase Agreements

The Company engages in dollar rolls and repurchase agreements. At December 31, 2005 and 2004, the carrying value of the securities pledged in dollar rolls and repurchase agreement transactions was $808.0 and $715.9, respectively. The repurchase obligation related to dollar rolls and repurchase agreements totaled $806.3 and $713.4 at December 31, 2005 and 2004, respectively.

The Company also enters into reverse repurchase agreements. At December 31, 2005, the carrying value of the securities in reverse repurchase agreements was $15.3. The Company had no reverse repurchase agreement at December 31, 2004.

C-29

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The primary risk associated with short-term collateralized borrowings is that the counterparty will be unable to perform under the terms of the contract. The Company’s exposure is limited to the excess of the net replacement cost of the securities over the value of the short-term investments, an amount that was not material at December 31, 2005 and 2004. The Company believes the counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially responsible and that the counterparty risk is immaterial.

Other-Than-Temporary Impairments

The following table identifies the Company’s other-than-temporary impairments by type for the years ended December 31, 2005, 2004, and 2003:

			2005			2004			2003
				No. of			No. of			No. of
			Impairment	Securities		Impairment	Securities		Impairment	Securities
U.S. Corporate		$	3.0	12	$	-	-	$	23.7	16
Residential mortgage-
	backed		16.4	86		9.1	88		81.3	173
Foreign⁽¹⁾			0.1	1		8.5	4		11.5	2
Commercial mortgage			1.2	1		-	-		-	-
Limited partnerships			0.5	1		2.2	1		-	-
Other asset-backed			0.5	2		11.5	6		5.8	7
U.S. Treasury/Agencies			0.1	1		-	-		-	-
Total		$	21.8	104	$	31.3	99	$	122.3	198

⁽¹⁾ Primarily U.S. dollar denominated.

The above schedule includes $3.1 in anticipated disposition write-downs related to investments that the Company does not have the intent and ability to retain for a period of time sufficient to allow for recovery in fair value, based upon the implementation of FSP FAS No. 115-1. The following table summarizes these write-downs by type for the year ended December 31, 2005:

		2005
				No. of
		Impairment		Securities
U.S. Corporate	$	2.6		11
Residential mortgaged-backed		0.4		1
U.S. Treasury/Agencies		0.1		1
Total	$	3.1	$	13

The remaining fair value of fixed maturities with other-than-temporary impairments at December 31, 2005 and 2004 was $255.3 and $168.7, respectively.

C-30

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company may sell securities during the period in which fair value has declined below amortized cost for fixed maturity securities or cost for equity securities. In certain situations new factors such as negative developments and subsequent credit deterioration can subsequently change the Company’s previous intent to continue holding a security.

Because of rising interest rates, continued asset-liability management strategies and on-going comprehensive reviews of the Company’s portfolios, changes were made in the fourth quarter of 2005 to the Company’s strategy asset allocations. In addition, the Company also pursued yield enhancement strategies. These changes primarily resulted in anticipated disposition write-downs totaling $3.1 of certain securities with unrealized loss positions due to a change in intent as to whether to hold these securities until recovery.

Net Investment Income

Sources of Net investment income were as follows for the years ended December 31, 2005, 2004, and 2003:

			2005		2004		2003
Fixed maturities, available-for-sale		$	936.4	$	953.1	$	948.1
Equity securities, available-for-sale			1.2		1.7		5.6
Mortgage loans on real estate			238.4		221.8		208.5
Real estate			1.3		0.2		0.6
Policy loans			9.1		9.8		8.8
Short-term investments and
	cash equivalents		4.1		1.4		17.2
Other			9.2		14.8		(8.1)
Gross investment income			1,199.7		1,202.8		1,180.7
Less: investment expenses			97.5		81.3		71.8
Net investment income		$	1,102.2	$	1,121.5	$	1,108.9

C-31

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Net Realized Capital Gains and Losses

Net realized capital gains (losses) are comprised of the difference between the carrying value of investments and proceeds from sale, maturity, and redemption, as well as losses incurred due to the other-than-temporary impairment of investments and changes in fair value of derivatives. Net realized capital gains (losses) on investments for the years ended December 31, 2005, 2005, and 2003 were as follows.

		2005		2004		2003
Fixed maturities, available-for-sale	$	47.9	$	51.0	$	113.3
Equity securities, available-for-sale		0.2		6.4		0.2
Derivatives		(50.8)		(104.9)		(144.9)
Real estate		1.2		0.1		(3.4)
Other		(1.4)		(2.1)		(0.3)
Pretax net realized capital losses	$	(2.9)	$	(49.5)	$	(35.1)
After-tax net realized capital losses	$	(1.9)	$	(32.2)	$	(22.8)

Proceeds from the sale of fixed maturities and equity securities, available-for-sale, and the related gross gains and losses were as follows for the years ended December 31, 2005, 2004, and 2003.

		2005		2004		2003
Proceeds on sales	$	9,317.1	$	9,916.3	$	13,664.8
Gross gains		97.2		145.5		297.6
Gross losses		75.2		59.3		60.4

3.	Financial Instruments

Estimated Fair Value

The following disclosures are made in accordance with the requirements of FAS No. 107, “Disclosures about Fair Value of Financial Instruments” (“FAS No. 107”). FAS No. 107 requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates, in many cases, could not be realized in immediate settlement of the instrument.

C-32

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

FAS No. 107 excludes certain financial instruments, including insurance contracts, and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

The following valuation methods and assumptions were used by the Company in estimating the fair value of the following financial instruments:

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are determined based upon the quoted market prices or dealer quotes. The fair values for marketable bonds without an active market are obtained through several commercial pricing services which provide the estimated fair values. Fair values of privately placed bonds are determined using a matrix-based pricing model. The model considers the current level of risk-free interest rates, current corporate spreads, the credit quality of the issuer, and cash flow characteristics of the security. Also considered are factors such as the net worth of the borrower, the value of collateral, the capital structure of the borrower, the presence of guarantees, and the Company's evaluation of the borrower's ability to compete in their relevant market. Using this data, the model generates estimated market values which the Company considers reflective of the fair value of each privately placed bond.

Equity securities, available-for-sale: Fair values of these securities are based upon quoted market price. For equity securities not actively traded, estimated fair values are based upon values of issues of comparable yield and quality or conversion price, where applicable.

Mortgage loans on real estate: The fair values for mortgage loans on real estate are estimated using discounted cash flow analyses and rates currently being offered in the marketplace for similar loans to borrowers with similar credit ratings. Loans with similar characteristics are aggregated for purposes of the calculations.

Cash and cash equivalents, Short-term investments under securities loan agreement, and Policy loans: The carrying amounts for these assets approximate the assets' fair values.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair values of the individual securities in the separate accounts.

Other financial instruments reported as assets: The carrying amounts for these financial instruments (primarily derivatives) approximate the fair value of the assets. Derivatives are carried at fair value on the Balance Sheets.

Notes to affiliates: Estimated fair value of the Company’s notes to affiliates is based upon discounted future cash flows using a discount rate approximating the current market value.

C-33

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Investment contract liabilities (included in Future policy benefits and claims reserves):

With a fixed maturity: Fair value is estimated by discounting cash flows at interest rates currently being offered by, or available to, the Company for similar contracts.

Without a fixed maturity: Fair value is estimated as the amount payable to the contractowner upon demand. However, the Company has the right under such contracts to delay payment of withdrawals, which may ultimately result in paying an amount different than that determined to be payable on demand.

Liabilities related to separate accounts: Liabilities related to separate accounts are reported at full account value in the Company’s Balance Sheets. Estimated fair values of separate account liabilities are equal to their carrying amount.

The carrying values and estimated fair values of certain of the Company’s financial instruments at December 31, 2005 and 2004, were as follows:

					2005				2004
					Carrying		Fair		Carrying		Fair
					Value		Value		Value		Value
Assets:
	Fixed maturities, available-for-sale,
		including securities pledged		$	17,031.3	$	17,031.3	$	18,597.8	$	18,597.8
	Equity securities, available-for-sale				29.7		29.7		35.3		35.3
	Mortgage loans on real estate				3,766.8		3,774.8		3,851.8		3,969.4
	Policy loans				166.1		166.1		169.0		169.0
	Cash, cash equivalents,
		and Short-term investments
		under securities loan agreement			355.4		355.4		611.8		611.8
	Other investments				460.7		465.6		277.2		277.4
	Assets held in separate accounts				30,262.8		30,262.8		24,746.7		24,746.7
Liabilities:
	Notes to affiliates				435.0		390.4		435.0		508.5
	Investment contract liabilities:
		Deferred annuities			18,486.5		17,145.6		17,525.9		16,344.6
		Guaranteed investment contracts
			and funding agreements		3,362.2		3,352.9		3,060.1		3,063.0
		Supplementary contracts and
			immediate annuities		893.3		893.3		864.9		864.9
		Liabilities related to separate
			accounts		30,262.8		30,262.8		24,746.7		24,746.7

C-34

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Fair value estimates are made at a specific point in time, based on available market information and judgments about various financial instruments, such as estimates of timing and amounts of future cash flows. Such estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument, nor do they consider the tax impact of the realization of unrealized gains or losses. In many cases, the fair value estimates cannot be substantiated by comparison to independent markets, nor can the disclosed value be realized in immediate settlement of the instruments. In evaluating the Company’s management of interest rate, price, and liquidity risks, the fair values of all assets and liabilities should be taken into consideration, not only those presented above.

Derivative Financial Instruments

Notional Amount

Fair Value

2005

2004

2005

2004

Interest Rate Caps

Interest rate caps are used to manage the interest

rate risk in the Company’s fixed maturity portfolio.

Interest rate caps are purchased contracts that

provide the Company with an annuity in an

increasing interest rate environment.

91.2

236.2

Interest Rate Swaps

Interest rate swaps are used to manage the interest

rate risk in the Company's fixed maturity portfolio,

as well as the Company's liabilities. Interest rate

swaps represent contracts that require the exchange

of cash flows at regular interim periods, typically

monthly or quarterly.

3,535.5

2,832.8

58.2

34.0

Foreign Exchange Swaps

Foreign exchange swaps are used to reduce the risk

of a change in the value, yield, or cash flow with

respect to invested assets. Foreign exchange

swaps represent contracts that require the

exchange of foreign currency cash flows for

U.S. dollar cash flows at regular interim periods,

typically quarterly or semi-annually.

206.2

146.7

(24.0)

(34.5)

C-35

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Notional Amount

Fair Value

2005

2004

2005

2004

Credit Default Swaps

Credit default swaps are used to reduce the credit loss

exposure with respect to certain assets that the

Company owns, or to assume credit exposure to

certain assets that the Company does not own.

Payments are made to or received from the

counterparty at specified intervals and amounts

for the purchase or sale of credit protection. In the

event of a default on the underlying credit exposure,

the Company will either receive an additional

payment (purchased credit protection) or will be

required to make an additional payment (sold credit

protection) equal to the notional value of the swap

contract.

112.0

(0.3)

Swaptions

Swaptions are used to manage interest rate risk in

the Company's CMOB portfolio. Swaptions are

contracts that give the Company the option to

enter into an interest rate swap at a specific

future date.

150.0

Futures

Futures contracts are used to hedge against a decrease

in certain equity indexes. Such decrease may result

in a decrease in variable annuity account values,

which would increase the possibility of the company

incurring an expense for guaranteed benefits in

excess of account values. The futures income would

serve to offset this increased expense. The under-

lying reserve liabilities are valued under either

SOP 03-01, or FAS No. 133 (see discussion under

"Reserves" section) and the change in reserve

liability is recorded in Interest credited and other

benefits to contractowners. The gain or loss on

futures is recorded in Net realized capital gains

(losses).

1,530.9

1,177.9

7.2

(0.2)

C-36

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Notional Amount

Fair Value

2005

2004

2005

2004

Options

S&P Options are used to hedge against an

increase in the S&P Index. Such increase

may result in increased payments to contract

holders of equity indexed annuity contracts, and

the options offset this increased expense. Both the

options and the embedded derivative reserve are

carried at fair value. The change in value of the

options are recorded in Net realized capital gains

(losses); the change in value of the embedded

derivative is recorded in Interest credited and

other benefits to contractowners.

4,183.7

2,335.4

215.8

166.0

Embedded Derivatives

The Company also has investments in certain fixed

maturity instruments, and has issued certain retail

annuity products, that contain embedded derivatives

whose market value is at least partially determined by,

among other things, levels of or changes in domestic

and/or foreign interest rates (short- or long-term),

exchange rates, prepayment rates, equity rates, or

credit ratings/spreads.

Within securities

N/A*

(0.3)

(4.6)

Within retail annuity products

N/A*

389.2

294.1

*N/A - not applicable.

Interest Rate Swaps

Interest rate swaps include two agreements with Security Life of Denver Insurance Company (“Security Life”), an affiliate, with notional amounts of $100.0 and fair values of $(0.3) and $(0.2) at December 31, 2005 (see Related Party Transactions footnote for further information).

Credit Default Swaps

As of December 31, 2005, the maximum potential future exposure to the Company on the sale of credit protection under credit default swaps was $85.0.

C-37

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

4.	Deferred Policy Acquisition Costs and Value of Business Acquired

Activity for the years ended December 31, 2005, 2004, and 2003, within DAC, was as follows:

Balance at January 1, 2003			$	1,508.5
	Deferrals of commissions and expenses			491.9
	Amortization:
		Amortization		(422.8)
		Interest accrued at 5% - 6%		104.9
	Net amortization included in the Statements of Operations			(317.9)
	Change in unrealized gains and losses on available-for-sale securities			144.2
Balance at December 31, 2003				1,826.7
	Deferrals of commissions and expenses			587.4
	Amortization:
		Amortization		(266.0)
		Interest accrued at 5% - 6%		85.7
	Net amortization included in the Statements of Operations			(180.3)
	Change in unrealized gains and losses on available-for-sale securities			(47.4)
	Implementation of SOP and TPA			(482.3)
Balance at December 31, 2004				1,704.1
	Deferrals of commissions and expenses			614.0
	Amortization:
		Amortization		(400.2)
		Interest accrued at 5% - 6%		105.5
	Net amortization included in the Statements of Operations			(294.7)
	Change in unrealized gains and losses on available-for-sale securities			232.0
Balance at December 31, 2005			$	2,255.4

The estimated amount of DAC to be amortized, net of interest, is $255.2, $252.9, $230.1, $211.8, and $190.2, for the years 2006, 2007, 2008, 2009, and 2010, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

C-38

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Activity for the years ended December 31, 2005, 2004, and 2003, within VOBA, was as follows:

Balance at January 1, 2003			$	134.5
	Amortization:
		Amortization		(36.6)
		Interest accrued at 4% - 5%		6.6
	Net amortization included in the Statements of Operations			(30.0)
	Change in unrealized gains and losses on available-for-sale securities			7.0
Balance at December 31, 2003				111.5
	Amortization:
		Amortization		(13.3)
		Interest accrued at 4% - 5%		6.8
	Net amortization included in the Statements of Operations			(6.5)
	Change in unrealized gains and losses on available-for-sale securities			(0.5)
	Implementation of SOP and TPA			7.7
Balance at December 31, 2004				112.2
	Amortization:
		Amortization		(30.8)
		Interest accrued at 4% - 5%		6.6
	Net amortization included in the Statements of Operations			(24.2)
	Change in unrealized gains and losses on available-for-sale securities			34.1
Balance at December 31, 2005			$	122.1

The estimated amount of VOBA to be amortized, net of interest, is $12.7, $12.1, $9.5, $10.4, and $9.5, for the years 2006, 2007, 2008, 2009, and 2010, respectively. Actual amortization incurred during these years may vary as assumptions are modified to incorporate actual results.

Analysis of DAC and VOBA - Annuity Products

The increase in Amortization of DAC and VOBA in 2005 compared to 2004 is largely associated with an increase in the scale of DAC, resulting from sales of new business. In addition, the Company had higher fixed margin income in 2005, resulting in an increase in gross profits against which DAC and VOBA were amortized.

The variance in amortization expense in 2004 versus 2003 was impacted by SOP 03-1. In prior years, amortization of inducements was included in amortization of DAC and VOBA. Beginning in 2004, sales inducements were included as a component of benefit expense in accordance with SOP 03-1. Therefore, the decrease in amortization of DAC and VOBA is partially related to 2004 sales inducement amortization being included in interest credited instead of amortization of DAC and VOBA. Also contributing to the decrease is the improved market performance during 2003, which lowered the amortization rate for 2004.

C-39

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company revised and unlocked certain assumptions for its fixed and variable annuity products during 2005, 2004, and 2003. Unlocking adjustments and their acceleration (deceleration) impact on Amortization of DAC and VOBA for the years ended December 31, 2005, 2004, and 2003, were as follow:

			2005		2004		2003
Impact of separate account growth and contractowner
	withdrawal behavior favorable to assumptions	$	(13.3)	$	(6.6)	$	(41.3)
Unlock of contractowner withdrawal behavior
	assumptions for variable and fixed annuities		-		(4.2)		-
Unlock of contractowner withdrawal behavior
	assumptions for certain fixed deferred annuities		17.7		-		-
Unlock of future lapse rate assumptions for fixed
	annuities		-		-		6.0
Unlock of future rate of spread income assumptions
	on some fixed annuity liabilities		2.3		5.0		8.1
Unlock on long-term separate account growth assumption			4.8		-		-
Unlock of mortality and persistency assumptions			(4.2)		-		-

Total unlocking effect on Amortization of DAC and VOBA		$	7.3	$	(5.8)	$	(27.2)

Analysis DAC and VOBA - Life Products

As part of the regular analysis of DAC and VOBA for the life insurance block, at the end of each of the years ended December 31, 2005, 2004, and 2003, the Company unlocked due to assumption changes that, with respect to any one or more of the years ended December 31, 2005, 2004 and 2003, may relate primarily to mortality, lapse, expense, and interest amounts. There was no impact of unlocking on amortization of DAC/VOBA in 2005. The impact of unlocking on the amortization of DAC/VOBA was a decrease of $1.2 in 2004, and an increase of $6.0 in 2003.

5.	Dividend Restrictions and Shareholder’s Equity

The Company’s ability to pay dividends to its parent is subject to the prior approval of the Iowa Division of Insurance for payment of any dividend, which, when combined with other dividends paid within the preceding twelve months, exceeds the greater of (1) ten percent (10%) of the Company’s statutory surplus at the prior year end or (2) the Company’s prior year statutory net gain from operations.

The Company did not pay any dividends on its common stock during 2005 or 2004. During 2003, the Company paid $12.4 in dividends on its common stock to its then parent, Equitable Life.

C-40

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Insurance Division of the State of Iowa (the “Division”), effective January 1, 2004, recognizes as net income and capital and surplus those amounts determined in conformity with statutory accounting practices prescribed or permitted by the Division, which differ in certain respects from accounting principles generally accepted in the United States. Statutory net income (loss) was $6.9, $96.1, and $(85.1), for the years ended December 31, 2005, 2004, and 2003, respectively. Statutory capital and surplus was $1,846.6 and $1,668.3 as of December 31, 2005 and 2004, respectively.

As of December 31, 2005, the Company did not utilize any statutory accounting practices that are not prescribed by state regulatory authorities that, individually or in the aggregate, materially affected statutory capital and surplus.

6.	Additional Insurance Benefits and Minimum Guarantees

Under SOP 03-1, the Company calculates additional liabilities (“SOP 03-1 reserve”) for certain guaranteed benefits and for universal life products with certain patterns of cost of insurance charges and certain other fees.

The following assumptions and methodology were used to determine the GMDB SOP 03-1 reserve at December 31, 2005:

Area		Assumptions/Basis for Assumptions
Data used		Based on 100 investment performance scenarios stratified based on
		10,000 random generated scenarios
Mean investment performance		8.125%
Volatility		18.0%
Mortality		1999 and prior issues – 80.0%, 80.0%, 90.0%, 90.0%, grading to 100%
		from age 80 to 120, of the 90-95 ultimate mortality table for standard,
		ratchet, rollup, and combination rollup and ratchet, respectively.
		2000 and later issues – 60.0%, 60.0%, 75.0%, 75.0%, grading to 100%
		from age 80 to 120, of the 90-95 ultimate mortality table for standard,
		ratchet, rollup, and combination rollup and ratchet, respectively.
Lapse rates		Vary by contract type and duration; range between 1.0% and 40.0%
Discount rates		6.5%, based on the portfolio earned rate of the general account

The assumptions used for calculating the additional GMIB liability at December 31, 2005, are consistent with those used for the calculating the additional GMDB liability. In addition, the calculation of the GMIB liability assumes dynamic surrenders and dynamic annuitization reflecting the extent to which the benefit, at the time of payment, has a positive value.

C-41

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The separate account liabilities subject to SOP 03-1 for minimum guaranteed benefits, and the additional liabilities recognized related to minimum guarantees, by type, as of December 31, 2005 and 2004, and the paid and incurred amounts by type for the years ended December 31, 2005 and 2004 were as follows:

				Guaranteed		Guaranteed		Guaranteed
				Minimum		Minimum		Minimum
				Death		Accumulation/		Income
				Benefit		Withdrawal Benefit		Benefit
				(GMDB)		(GMAB/GMWB)		(GMIB)
Separate account liability
	at December 31, 2005		$	30,213.6	$	2,536.1	$	13,409.0
Separate account liability
	at December 31, 2004		$	25,843.4	$	1,826.7	$	9,079.6

Additional liability balance:
	Balance at January 1, 2004		$	56.5	$	14.5	$	13.6
		Incurred guaranteed benefits		39.0		(4.9)		17.1
		Paid guaranteed benefits		(28.6)		-		-
	Balance at December 31, 2004			66.9		9.6		30.7
		Incurred guaranteed benefits		64.9		(0.2)		30.2
		Paid guaranteed benefits		(19.0)		-		-
	Balance at December 31, 2005		$	112.8	$	9.4	$	60.9

The net amount at risk, net of reinsurance, and the weighted average attained age of contractowners by type of minimum guaranteed benefit, were as follows as of December 31, 2005 and 2004:

		Guaranteed		Guaranteed		Guaranteed
		Minimum		Minimum		Minimum
		Death		Accumulation/		Income
		Benefit		Withdrawal Benefit		Benefit
2005		(GMDB)		(GMAB/GMWB)		(GMIB)

Net amount at risk, net of reinsurance	$	1,428.7	$	42.1	$	246.3
Weighted average attained age		62		63		57

2004

Net amount at risk, net of reinsurance	$	1,365.7	$	65.4	$	204.3
Weighted average attained age		63		61		61

C-42

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The aggregate fair value of equity securities, including mutual funds, supporting separate accounts with additional insurance benefits and minimum investment return guarantees as of December 31, 2005 and 2004 was $30,262.8 and $24,746.7, respectively.

7.	Sales Inducements

During the year ended December 31, 2005, the Company capitalized and amortized $101.3 and $68.8, respectively, of sales inducements. During the year ended December 31, 2004, the Company capitalized and amortized $100.9 and $65.5, respectively, of sales inducements. The unamortized balance of capitalized sales inducements, net of unrealized gains (losses), was $556.3 and $514.6 as of December 31, 2005 and 2004, respectively.

8.	Income Taxes

Effective January 1, 2005, the Company files a consolidated federal income tax return with ING America Insurance Holdings (“ING AIH”) and certain other subsidiaries of ING AIH that are eligible corporations qualified to file consolidated federal income tax returns as part of the ING AIH affiliated group. Effective January 1, 2005, the Company is a party to a federal tax allocation agreement with ING AIH and its subsidiaries that are part of the group whereby ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate. For calendar year 2004, the Company filed a stand-alone federal income tax return. Prior to that date, the Company, and each of the Merger Companies, filed federal income tax returns with their respective filing groups.

Income taxes consist of the following:

				2005		2004		2003
Current tax (benefit) expense:
	Federal		$	(156.7)	$	4.7	$	1.2
		Total current tax (benefit) expense		(156.7)		4.7		1.2
Deferred tax expense (benefit):
	Operations and capital loss carryforwards			43.6		31.5		53.3
	Other federal deferred tax			147.3		44.5		(55.3)
		Total deferred tax expense (benefit)		190.9		76.0		(2.0)
Total income tax expense (benefit)			$	34.2	$	80.7	$	(0.8)

C-43

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Income taxes were different from the amount computed by applying the federal income tax rate to income before income taxes and cumulative effect of change in accounting principle for the following reasons:

			2005		2004		2003
Income before income taxes and cumulative
	effect of change in accounting principle	$	224.1	$	173.6	$	56.5
Tax rate			35%		35%		35%
Income tax at federal statutory rate			78.4		60.8		19.8
Tax effect of:
	Meals and entertainment		0.4		0.5		0.4
	Dividend received deduction		(20.4)		1.3		(11.5)
	Product reserves		-		3.0		-
	Investments		-		15.0		-
	IRS audit settlements		(24.4)		-		-
	Refinement of deferred tax balances		-		-		(9.5)
	Other		0.2		0.1		-
Income tax expense (benefit)		$	34.2	$	80.7	$	(0.8)

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax liabilities at December 31, 2005 and 2004 are presented below.

				2005		2004
Deferred tax assets:
	Operations and capital loss carryforwards		$	97.4	$	133.5
	Future policy benefits			606.5		619.9
	Goodwill			7.9		9.3
	Investments			33.8		42.4
	Employee compensation and benefits			17.8		19.9
	Other			19.0		19.5
		Total gross assets		782.4		844.5
Deferred tax liabilities:
	Unrealized gains on investments			(12.9)		(157.1)
	Deferred policy acquisition cost			(864.6)		(663.1)
	Value of purchased insurance in force			(38.4)		(33.4)
	Other			(2.2)		(3.4)
		Total gross liabilities		(918.1)		(857.0)
Net deferred income liability			$	(135.7)	$	(12.5)

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be realized. No valuation allowance has been established at this time as management believes the above conditions presently do not exist.

C-44

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

At December 31, 2005, the Company has operating loss carryforwards of approximately $306.7 for federal income tax purposes, which are available to offset future taxable income. If not used, these carryforwards will expire between 2015 and 2019.

Net unrealized capital gains and losses are presented in Shareholder’s equity, net of deferred taxes.

Under prior law, life insurance companies were allowed to defer from taxation a portion of income. The deferred income was accumulated in the contractowners’ surplus account. This deferred income only becomes taxable under certain conditions, which management believes to be remote. Furthermore, the American Jobs Creation Act of 2004 allows certain tax-free distributions from the contractowners’ surplus account during 2005 and 2006. Therefore, based on currently available information, no federal income taxes have been provided on the contractowner’ surplus account accumulated balance of $14.4.

The Company establishes reserves for possible proposed adjustments by various taxing authorities. Management believes there are sufficient reserves provided for, or adequate defenses against, any such adjustments.

The Internal Revenue Service (“IRS”) has completed its examination of the Company’s returns through tax year 2001. The current and prior period provisions reflect non-recurring favorable adjustments resulting from a reduction in the tax liability that no longer needs to be provided based on the results of the current IRS examination, monitoring the activities of the IRS with respect to certain issues with other taxpayers, and the merits of the positions. The IRS has commenced examination of the Company’s returns for tax years 2002 and 2003. There are also various state audits in progress.

9.	Benefit Plans

Defined Benefit Plan

ING North America Insurance Corporation (“ING North America”) sponsors the ING Americas Retirement Plan (the “Retirement Plan”), effective as of December 31, 2001. Substantially all employees of ING North America and its subsidiaries and affiliates (excluding certain employees) are eligible to participate, including the Company’s employees.

C-45

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Retirement Plan is a tax-qualified defined benefit plan, the benefits of which are guaranteed (within certain specified legal limits) by the Pension Benefit Guaranty Corporation (“PBGC”). As of January 1, 2002, each participant in the Retirement Plan (except for certain specified employees) earns a benefit under a final average compensation formula. Subsequent to December 31, 2001, ING North America is responsible for all Retirement Plan liabilities. The costs allocated to the Company for its employees’ participation in the Retirement Plan were $15.9, $11.4, and $9.3, for the years ended 2005, 2004, and 2003, respectively, and are included in Operating expenses in the Statements of Operations.

Defined Contribution Plans

ING North America sponsors the ING Americas Savings Plan and ESOP (the “Savings Plan”). Substantially all employees of ING North America and its subsidiaries and affiliates (excluding certain employees) are eligible to participate, including the Company’s employees other than Company agents. The Savings Plan is a tax-qualified profit sharing and stock bonus plan, which includes an employee stock ownership plan (“ESOP”) component. Savings Plan benefits are not guaranteed by the PBGC. The Savings Plan allows eligible participants to defer into the Savings Plan a specified percentage of eligible compensation on a pre-tax basis. ING North America matches such pre-tax contributions, up to a maximum of 6% of eligible compensation. All matching contributions are subject to a 4-year graded vesting schedule, although certain specified participants are subject to a 5-year graded vesting schedule. All contributions made to the Savings Plan are subject to certain limits imposed by applicable law. Pre-tax charges to operations of the Company for the Savings Plan were $4.2, $3.5, and $2.8, for the years ended December 31, 2005, 2004, and 2003, respectively, and are included in Operating expenses in the Statements of Operations.

Other Benefit Plans

In addition to providing retirement plan benefits, the Company, in conjunction with ING North America, provides certain supplemental retirement benefits to eligible employees and health care and life insurance benefits to retired employees and other eligible dependents. The supplemental retirement plan includes a non-qualified defined benefit pension plan and a non-qualified defined contribution plan, which means all benefits are payable from the general assets of the Company. The post-retirement health care plan is contributory, with retiree contribution levels adjusted annually. The life insurance plan provides a flat amount of noncontributory coverage and optional contributory coverage. The benefits charges allocated to the Company related to all of these plans for the years ended December 31, 2005, 2004, and 2003, were not significant.

C-46

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

10.

Related Party Transactions

Operating Agreements

The Company has certain agreements whereby it generates revenues and incurs expenses with affiliated entities. The agreements are as follows:

•	Underwriting and distribution agreement with Directed Services, Inc. (“DSI”), an affiliated broker-dealer, for the variable insurance products issued by the Company. DSI is authorized to enter into agreements with broker-dealers to distribute the Company’s variable products and appoint representatives of the broker-dealers as agents. For the years ended December 31, 2005, 2004, and 2003, commission expenses were incurred in the amounts of $371.5, $371.4, and $269.3, respectively.
•	Asset management agreement with ING Investment Management LLC (“IIM”), an affiliate, in which IIM provides asset management, administration, and accounting services for ING USA’s general account. The Company records a fee, which is paid quarterly, based on the value of the assets under management. For the years ended December 31, 2005, 2004, and 2003, expenses were incurred in the amounts of $71.8, $69.8, and $62.4, respectively.
•	Service agreement with DSI, in which the Company provides managerial and supervisory services to DSI and earns a fee that is calculated as a percentage of average assets in the variable separate accounts. For the years ended December 31, 2005, 2004, and 2003, revenue for these services was $43.0, $36.4, and $27.8, respectively.
•	Services agreements with ING North America, dated September 1, 2000 and January 1, 2001, respectively, for administrative, management, financial, information technology, and finance and treasury services. For the years ended December 31, 2005, 2004, and 2003, expenses were incurred in the amounts of $82.5, $65.0, and $67.5, respectively.
•	Services agreements between the Company and its U.S. insurance company affiliates dated September 1, 2000 and January 1, 2001, amended effective January 1, 2002. For the years ended December 31, 2005, 2004, and 2003, net expenses related to the agreement were incurred in the amount of $5.7, $5.1, and $16.2, respectively.
•	ING Advisors Network, a group of broker-dealers affiliated with the Company, distributes the Company’s annuity products. For the years ended December 31, 2005, 2004, and 2003, ING Advisors Network sold new contracts of $1,082.0, $1,121.8, and $765.8, respectively.

Management and service contracts and all cost sharing arrangements with other affiliated companies are allocated in accordance with the Company’s expense and cost allocation methods.

C-47

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Reinsurance Agreements

Effective May 1, 2005, ING USA entered into a coinsurance agreement with its affiliate, Security Life. Under the terms of the agreement, Security Life assumed and accepted the responsibility for paying, when due, 100% of the liabilities arising under the multi-year guaranteed fixed annuity contracts issued by ING USA between January 1, 2001 and December 31, 2003. ING USA remains directly obligated to the contractowners of the contracts.

The account balances ceded by ING USA to Security Life under the terms of the coinsurance agreement were $2.5 billion. The assets backing the reserves for the liabilities assumed by Security Life, as well as a ceding commission, were transferred by ING USA to Security Life. Total assets transferred at fair value were $2.7 billion resulting in a Net realized capital gain (loss) of $47.9. As additional consideration for Security Life assuming the liabilities under the agreement, ING USA has assigned to Security Life any and all future premiums received by ING USA that are attributable to the contract liabilities assumed under the coinsurance agreement.

The coinsurance agreement is accounted for using the deposit method. As such, $2.7 billion of Deposit receivable from affiliate was established on the Balance Sheet. The receivable will be adjusted over the life of the agreement based on cash settlements and the experience of the contracts, as well as for amortization of the ceding commission.

The Company incurred amortization expense of the negative ceding commission of $14.2 for the year ended December 31, 2005, which is included in Other expenses in the Statements of Operations.

ING USA entered into a reinsurance agreement with Security Life of Denver International, Limited (“SLDI”), an affiliate, covering variable annuity minimum guaranteed death benefits and minimum guaranteed living benefits of variable annuities issued after January 1, 2000. In March 2003, the Company amended its reinsurance agreement with SLDI. Under this amendment, the Company terminated the reinsurance agreement for all in force and new business and recaptured all in force business reinsured under the reinsurance agreement between the Company and SLDI retroactive to January 1, 2003 and the Company reduced its reinsurance recoverable related to these liabilities by $150.1. On March 28, 2003, SLDI transferred assets to the Company in the amount of $185.6. The difference in amounts transferred on March 28, 2003 and the reduction of the reinsurance recoverables as of January 1, 2003, reflects adjustments on the investment of the reinsurance recoverable as of January 1, 2003. It also reflects adjustments on the investment income on the assets and letter of credit costs between January 1, 2003 and the date of the asset transfer. It also encompasses the net effect of a recapture fee paid in the amount of $5.0, offset by the receipt of a $24.1 negative ceding commission, the net impact of which was deferred in policy acquisition costs and is being amortized over the period of estimated future profits.

C-48

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

In addition, the Company entered into a 100% coinsurance agreement with Security Life dated January 1, 2000, covering certain universal life policies which had been issued and in force as of, as well as any such policies issued after the effective date of the agreement. As of December 31, 2005 and 2004, the value of reserves ceded by the Company under this agreement was $21.0 and $20.2, respectively.

The Company is a party to a Facultative Reinsurance Agreement with Security Life dated August 20, 1999. Under the terms of the Agreement, the Company facultatively cedes certain GICs and funding agreements to Security Life on a 100% coinsurance basis. As of December 31, 2005 and 2004, respectively, the value of GIC reserves ceded by the Company under this agreement was $1.2 billion and $1.3 billion.

Financing Agreements

On January 1, 2004, the Company entered into a reciprocal loan agreement with ING AIH to facilitate the handling of unanticipated short term cash requirements that arise in the ordinary course of business. Under this agreement, which became effective in January 2004 and expires on January 14, 2014, either party can borrow from the other up to 3% of the Company's statutory admitted assets as of the preceding December 31. This agreement supersedes previous reciprocal loan agreements between each of the Merger Companies and ING AIH, which contained various terms and maximum borrowing lending limits. Under the previous and current reciprocal loan agreements, interest on any ING USA borrowing is charged at the rate of ING AIH’s cost of funds for the interest period plus 0.15%. Interest on any ING AIH borrowing is charged at a rate based on the prevailing interest rate of U.S. commercial paper available for purchase with a similar duration. Under this agreement, the Company incurred interest expense of $0.9, $0.2 and $0.3, for the years ended December 31, 2005, 2004 and 2003, respectively. The Company earned interest income of $4.3, $2.5 and $1.0 for the years ended December 31, 2005, 2004, and 2003, respectively. At December 31, 2005 and 2004, respectively, the Company had $45.0, and $184.2 receivable from ING AIH under this agreement.

Notes with Affiliates

The Company’s promissory note in the amount of $50.0 payable to Lion was repaid on May 17, 2004. The note was issued on April 15, 1997. Interest was charged at an annual rate of 8.75% and the face amount was due on demand. The Company incurred interest expense of $1.7 and $4.4, for the years ended December 31, 2004 and 2003, respectively.

C-49

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company issued a 30-year surplus note in the principal amount of $35.0 on December 8, 1999, to its affiliate, Security Life (successor-in-interest to First Columbine Life Insurance Company), which matures on December 7, 2029. Interest is charged at an annual rate of 7.98%. Payment of the note and related accrued interest is subordinate to payments due to contractowners and claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus note holders, of ING USA. Any payment of principal and/or interest made is subject to the prior approval of the Iowa Insurance Commissioner. Interest expense was $2.8 for each of the years ended December 31, 2005, 2004, and 2003, respectively.

On December 29, 2004, the Company issued surplus notes in the aggregate principal amount of $400.0 (the “Notes”), scheduled to mature on December 29, 2034, to its affiliates, ING Life Insurance and Annuity Company, ReliaStar Life Insurance Company, and SLDI, in an offering that was exempt from the registration requirements of the Securities Act of 1933. The Notes bear interest at a rate of 6.26% per year. Any payment of principle and/or interest is subject to the prior approval of the Iowa Insurance Commissioner. Interest is scheduled to be paid semi-annually in arrears on June 29 and December 29 of each year, commencing on June 29, 2005. Interest expense was $25.4 and $0.2, for the years ended December 31, 2005 and 2004, respectively.

Tax Sharing Agreement

The Company has entered into a state tax sharing agreement with ING AIH and each of the specific subsidiaries that are parties to the agreement. The state tax agreement applies to situations in which ING AIH and all or some of the subsidiaries join in the filing of a state or local franchise, income tax, or other tax return on a consolidated, combined, or unitary basis.

Effective January 1, 2005, the Company is a party to a federal tax allocation agreement with ING AIH and its subsidiaries that are part of the ING AIH consolidated group. Under the federal tax allocation agreement, ING AIH charges its subsidiaries for federal taxes each subsidiary would have incurred were it not a member of the consolidated group and credits each subsidiary for losses at the statutory federal tax rate.

Capital Transactions

The Company did not pay any dividends on its common stock during 2005 or 2004. During 2003, the Company paid $12.4 in dividends on its common stock to its then parent, Equitable Life.

C-50

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

During 2005, 2004, and 2003, ING USA received capital contributions of $100.0, $230.0, and $88.7, respectively, from Lion to support sales activities and strengthen reserves associated with its annuity products.

Interest Rate Swaps

On December 28, 2005, the Company entered into two interest rate swaps with Security Life to reduce the Company’s exposure to cash flow variability of assets and liabilities. Under the terms of the agreement, the Company pays the quarterly quoted 3-month Libor rate and receives a fixed rate of 4.8% and 4.9% for swaps that mature on December 30, 2010 and 2015, respectively. The notional amount of each swap is $100.0 at December 31, 2005. The fair values are $(0.3) and $(0.2) for the December 30, 2010 and 2015 swaps, respectively, at December 31, 2005.

Purchase of Investments

In conjunction with the May 19, 2005 sale of Life Insurance Company of Georgia (“LOG”), an affiliate, the Company purchased assets at fair value from LOG on May 12, 2005. In addition to purchasing $192.6 of investments, ING USA paid $19.7 for a 70% equity interest in PFP, and $7.1 for land located at 5780 Powers Ferry Road, Atlanta, Georgia. The limited partnership investment in PFP is accounted for at fair value as an equity method investment and is included in Other investments on the Balance Sheet.

11.

Financing Agreements

The Company maintains a $100.0 uncommitted, perpetual revolving note facility with the Bank of New York ("BONY"). Interest on any of the Company borrowing accrues at an annual rate equal to a rate quoted by BONY to the Company for the borrowing. Under this agreement, the Company incurred minimal interest expense for the years ended December 31, 2005, 2004, and 2003. At December 31, 2005 and 2004, the Company had no amounts outstanding under the revolving note facility.

The Company also maintains a $75.0 uncommitted line-of-credit agreement with PNC Bank (“PNC”), effective December 19, 2005. Borrowings are guaranteed by ING AIH, with maximum aggregate borrowings outstanding at anytime to ING AIH and its affiliates of $75.0. Interest on any of the Company borrowing accrues at an annual rate equal to the rate quoted by PNC to the Company for the borrowing. Under this agreement, the Company incurred no interest expense for the year ended December 31, 2005. As of December 31, 2005, the Company had no amounts outstanding under the line-of-credit agreement.

C-51

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Prior to September 30, 2005, the Company maintained a $125.0 uncommitted revolving note facility with SunTrust Bank, Atlanta. Under the agreement, the Company incurred minimal interest expense for the years ended December 31, 2005, 2004, and 2003. At December 31, 2004, the Company had no outstanding balances under this facility.

Also see Financing Agreements in the Related Party Transactions footnote.

12.

Reinsurance

At December 31, 2005, the Company had reinsurance treaties with 16 unaffiliated reinsurers and 1 affiliated reinsurer covering a portion of the mortality risks and guaranteed death and living benefits under its variable contracts. The Company remains liable to the extent its reinsurers do not meet their obligations under the reinsurance agreements.

Reinsurance ceded in force for life mortality risks were $822.2 and $906.0 at December 31, 2005 and 2004, respectively. At December 31, 2005 and 2004, net receivables were comprised of the following:

			2005		2004
Claims recoverable from reinsurers		$	5.4	$	13.4
Payable for reinsurance premiums			(1.6)		(3.2)
Reinsured amounts due to an
	unaffiliated reinsurer		(2.4)		(3.2)
Reserve credits			13.6		17.6
Reinsurance ceded			1,352.6		1,359.9
Deposits			2,697.2		-
Other			3.3		3.6
Total		$	4,068.1	$	1,388.1

Included in the accompanying financial statements are net policy benefit recoveries of $46.5, $48.4, and $48.4, for the years ended December 31, 2005, 2004, and 2003, respectively.

Premiums and Interest credited and other benefits to contractowners included the following premiums ceded and reinsurance recoveries for the years ended December 31, 2005, 2004, and 2003.

			2005		2004		2003
Premiums and deposits ceded under
	reinsurance	$	7.0	$	3.5	$	7.4
Reinsurance recoveries			30.3		13.0		6.4

C-52

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

13.

Commitments and Contingent Liabilities

Leases

The Company leases its office space and certain other equipment under operating leases, the longest term of which expires in 2017.

For the years ended December 31, 2005, 2004, and 2003, rent expense for leases was $8.0, $7.6, and $7.4, respectively. The future net minimum payments under noncancelable leases for the years ended December 31, 2006 through 2010 are estimated to be $7.9, $7.7, $7.6, $7.6, and $6.1, respectively, and $33.9, thereafter. The Company pays substantially all expenses associated with its leased and subleased office properties. Expenses not paid directly by the Company are paid for by an affiliate and allocated back to the Company.

Commitments

Through the normal course of investment operations, the Company commits to either purchase or sell securities, commercial mortgage loans, or money market instruments at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either a higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments. At December 31, 2005, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $456.1, $77.2 of which was with related parties. At December 31, 2004, the Company had off-balance sheet commitments to purchase investments equal to their fair value of $175.3, none of which was with related parties. During 2005, $32.8 was funded to related parties under off-balance sheet commitments. In addition, in March 2006, an additional $16.0 was funded to related parties under off-balance sheet commitments.

Financial Guarantees

In the third quarter of 2005, the Company purchased a 3-year credit-linked note arrangement whereby the Company agreed to reimburse the guaranteed party upon payment default of the referenced obligation. Upon such default, the Company reimburses the guaranteed party for the loss under the reference obligation, and the Company receives that reference obligation in settlement. The Company can then recover any losses under the agreement by sale or collection of the received reference obligation. As of December 31, 2005, the maximum potential future exposure to the Company under the guarantee was $12.0.

C-53

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Litigation

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/arbitrations, 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.

Other Regulatory Matters

Regulatory Matters

As with many financial services companies, the Company and its affiliates have received informal and formal requests for information from various state and federal governmental agencies and self-regulatory organizations in connection with inquiries and investigations of the products and practices of the financial services industry. In each case, the Company and its affiliates have been and are providing full cooperation.

Investment Product Regulatory Issues

Since 2002, there has been increased governmental and regulatory activity relating to mutual funds and variable insurance products. This activity has primarily focused on inappropriate trading of fund shares; revenue sharing and directed brokerage; compensation; sales practices, suitability, and supervision; arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document retention.

C-54

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The internal review identified several isolated arrangements allowing third parties to engage in frequent trading of mutual funds within the variable insurance and mutual fund products of ING, and identified other circumstances where frequent trading occurred despite measures taken by ING intended to combat market timing. Each of the arrangements has been terminated and disclosed to regulators, to the independent trustees of ING Funds (U.S.) and in Company reports previously filed with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934, as amended.

Insurance and Other Regulatory Matters

The New York Attorney General and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices; specific product types (including group annuities and indexed annuities); and disclosure. It is likely that the scope of these industry investigations will further broaden before they conclude. The Company and certain of its U.S. affiliates have received formal and informal requests in connection with such investigations, and are cooperating fully with each request for information.

C-55

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

These initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which the Company is engaged.

In light of these and other developments, U.S. affiliates of ING, including the Company, periodically review whether modifications to their business practices are appropriate.

14.

Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of Accumulated other comprehensive income (loss) as of December 31, 2005, 2004, and 2003:

				2005		2004		2003
Net unrealized capital gains (losses):
	Fixed maturities, available-for-sale		$	(6.4)	$	451.4	$	517.4
	Equity securities, available-for-sale			1.1		0.5		5.1
	DAC/VOBA adjustment on
		available-for-sale securities		7.5		(258.6)		(210.7)
	Sales inducements adjustment on
		available-for-sale securities		2.5		(6.7)		-
	Other investments			(5.8)		(2.6)		(13.8)
Subtotal				(1.1)		184.0		298.0
Deferred income taxes				0.3		(66.4)		(109.9)
Net unrealized capital (losses) gains				(0.8)		117.6		188.1
Minimum pension liability, net of tax				(3.9)		(4.9)		-
Accumulated other comprehensive (loss) income			$	(4.7)	$	112.7	$	188.1

Changes in Accumulated other comprehensive income (loss) related to changes in net unrealized capital gains and losses on securities, including securities pledged, were as follows for the years ended December 31, 2005, 2004, and 2003.

			2005		2004		2003
Fixed maturities, available-for-sale		$	(457.8)	$	(66.0)	$	(90.4)
Equity securities, available-for-sale			0.6		(4.6)		8.6
DAC/VOBA adjustment on
	available-for-sale securities		266.1		(47.9)		151.2
Sales inducements adjustment on
	available-for-sale securities		9.2		(6.7)		-
Other investments			(3.2)		11.2		13.4
Subtotal			(185.1)		(114.0)		82.8
Deferred income taxes			66.7		43.5		(27.9)
Net unrealized capital (losses) gains		$	(118.4)	$	(70.5)	$	54.9

C-56

ING USA Annuity and Life Insurance Company

(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

Changes in Accumulated other comprehensive income (loss), net of DAC/VOBA and tax, related to changes in net unrealized gains and losses on securities, including securities pledged, were as follows for the years ended December 31, 2005, 2004, and 2003:

			2005		2004		2003
Net unrealized holding (losses) gains
	arising during the year⁽¹⁾	$	(69.2)	$	(26.8)	$	125.9
Less: reclassification adjustment for gains
	and other items included in
	net income⁽²⁾		49.2		43.7		71.0
Net unrealized (losses) gains on securities		$	(118.4)	$	(70.5)	$	54.9

(1)	Pretax unrealized holding (losses) gains arising during the year were $(108.2), $(41.2), and $193.7, for the years ended December 31, 2005, 2004, and 2003, respectively.
(2)	Pretax reclassification adjustments for realized gains and other items included in net income were $76.9, $67.2, and $109.2, for the years ended December 31, 2005, 2004, and 2003, respectively.

15.

Reclassification and Changes to Prior Year Presentation

Statements of Cash Flows

During 2005, certain changes were made to the Statements of Cash Flows for the years ended December 31, 2004 and 2003 to reflect the correct balances, primarily related to realized gains and losses on derivatives, investment contracts, and short-term loans. The Company has labeled the Statements of Cash Flows for the years ended December 31, 2004 and 2003 as restated. The following table summarizes the adjustments:

		Previously
2004		Reported	Adjustment		Revised
Net cash provided by operating activities	$	656.9	195.6	$	852.5
Net cash used in investing activities		(3,179.8)	(120.6)		(3,300.4)
Net cash provided by financing activities		2,666.8	(75.0)		2,591.8

2003
Net cash provided by operating activities	$	1,228.0	(126.3)	$	1,101.7
Net cash used in investing activities		(1,607.8)	(149.6)		(1,757.4)
Net cash provided by financing activities		245.8	275.9		521.7

C-57

FINANCIAL STATEMENTS
Separate Account B of
ING USA Annuity and Life Insurance Company
Year ended December 31, 2005
with Report of Independent Registered Public Accounting Firm

This page intentionally left blank.

Separate Account B of
ING USA Annuity and Life Insurance Company
Financial Statements
Year ended December 31, 2005


Contents

Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Assets and Liabilities	5
Statements of Operations	44
Statements of Changes in Net Assets	89
Notes to Financial Statements	145

This page intentionally left blank.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants
ING USA Annuity and Life Insurance Company

We have audited the accompanying statements of assets and liabilities of the Divisions constituting Separate Account B of ING USA Annuity and Life Insurance Company as of December 31, 2005, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements. These financial statements are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The Account is comprised of the following Divisions:

AIM Variable Insurance Funds:

AIM V.I. Capital Appreciation Fund - Series II Shares

AIM V.I. Core Equity Fund - Series II Shares

AIM V.I. Demographic Trends Fund - Series II Shares

AIM V.I. Financial Services Fund - Series I Shares

AIM V.I. Growth Fund - Series II Shares

AIM V.I. Health Sciences Fund - Series I Shares

AIM V.I. Leisure Fund - Series I Shares

AIM V.I. Premier Equity Fund - Series II Shares

AIM V.I. Utilities Fund - Series I Shares

AllianceBernstein Variable Products Series Fund, Inc.:

AllianceBernstein VPSF Growth and Income Class B

AllianceBernstein VPSF Large Cap Growth Class B

AllianceBernstein VPSF Value Class B

Columbia Large Cap Growth Fund VS Class A:

Columbia Large Cap Growth Fund VS Class A

Fidelity® Variable Insurance Products:

Fidelity® VIP Contrafund® Portfolio - Service Class 2

Fidelity® VIP Equity-Income Portfolio - Service Class 2

Fidelity® VIP Growth Portfolio - Service Class 2

Fidelity® VIP Overseas Portfolio - Service Class 2

Franklin Templeton Variable Insurance Products Trust:

Franklin Small Cap Value Securities Fund - Class 2

Greenwich Street Series Fund:

Appreciation Portfolio

ING GET Fund:

ING GET Fund - Series N

ING GET Fund - Series P

ING GET Fund - Series Q

ING GET Fund - Series R

ING GET Fund - Series S

ING GET Fund - Series T

ING GET Fund - Series U

ING GET Fund - Series V

ING Investors Trust:

ING AIM Mid Cap Growth Portfolio - Service Class

ING AIM Mid Cap Growth Portfolio - Service 2 Class

ING AllianceBernstein Mid Cap Growth Portfolio - Service Class

ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class

ING American Funds Growth Portfolio

ING Investors Trust (continued):

ING American Funds Growth-Income Portfolio

ING American Funds International Portfolio

ING Capital Guardian Small/Mid Cap Portfolio - Service Class

ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class

ING Capital Guardian U.S. Equities Portfolio - Service Class

ING Capital Guardian U.S. Equities Portfolio - Service 2 Class

ING Eagle Asset Capital Appreciation Portfolio - Service Class

ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class

ING Evergreen Health Sciences Portfolio - Class S

ING Evergreen Health Sciences Portfolio - Service 2 Class

ING Evergreen Omega Portfolio - Class A

ING Evergreen Omega Portfolio - Service Class

ING FMR^SM Diversified Mid Cap Portfolio - Service Class

ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class

ING FMR^SM Earnings Growth Portfolio - Service Class

ING FMR^SM Earnings Growth Portfolio - Service 2 Class

ING Global Resources Portfolio - Service Class

ING Global Resources Portfolio - Service 2 Class

ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class

ING Goldman Sachs Tollkeeper^SM Portfolio - Service2 Class

ING International Portfolio - Service Class

ING International Portfolio - Service 2 Class

ING Janus Contrarian Portfolio - Service Class

ING Janus Contrarian Portfolio - Service 2 Class

ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class

ING JPMorgan Emerging Markets Equity Portfolio - Service Class

ING JPMorgan Small Cap Equity Portfolio - Service Class

ING JPMorgan Small Cap Equity Portfolio - Service 2 Class

ING JPMorgan Value Opportunities Portfolio - Service Class

ING JPMorgan Value Opportunities Portfolio - Service 2 Class

ING Julius Baer Foreign Portfolio - Service Class

ING Julius Baer Foreign Portfolio - Service 2 Class

ING Legg Mason Value Portfolio - Service Class

ING Legg Mason Value Portfolio - Service 2 Class

ING LifeStyle Aggressive Growth Portfolio - Service 1 Class

ING LifeStyle Growth Portfolio - Service 1 Class

ING LifeStyle Moderate Growth Portfolio - Service 1 Class

ING LifeStyle Moderate Portfolio - Service 1 Class

ING Limited Maturity Bond Portfolio - Service Class

ING Liquid Assets Portfolio - Service Class

ING Liquid Assets Portfolio - Service 2 Class

ING Investors Trust (continued):

ING Lord Abbett Affiliated Portfolio - Service Class

ING Lord Abbett Affiliated Portfolio - Service 2 Class

ING MarketPro Portfolio - Class S

ING MarketPro Portfolio - Class S2

ING MarketStyle Growth Portfolio - Class S

ING MarketStyle Moderate Growth Portfolio - Class S

ING MarketStyle Moderate Portfolio - Class S

ING Marsico Growth Portfolio - Service Class

ING Marsico Growth Portfolio - Service 2 Class

ING Marsico International Opportunities Portfolio - Service Class

ING Mercury Large Cap Growth Portfolio - Service Class

ING Mercury Large Cap Growth Portfolio - Service 2 Class

ING Mercury Large Cap Value Portfolio - Service Class

ING Mercury Large Cap Value Portfolio - Service 2 Class

ING MFS Mid Cap Growth Portfolio - Service Class

ING MFS Mid Cap Growth Portfolio - Service 2 Class

ING MFS Total Return Portfolio - Service Class

ING MFS Total Return Portfolio - Service 2 Class

ING MFS Utilities Portfolio - Service Class

ING Oppenheimer Main Street Portfolio® - Service Class

ING Oppenheimer Main Street Portfolio® - Service 2 Class

ING PIMCO Core Bond Portfolio - Service Class

ING PIMCO Core Bond Portfolio - Service 2 Class

ING PIMCO High Yield Portfolio - Service Class

ING Pioneer Fund Portfolio - Service Class

ING Pioneer Mid Cap Value Portfolio - Service Class

ING Salomon Brothers All Cap Portfolio - Service Class

ING Salomon Brothers All Cap Portfolio - Service 2 Class

ING T. Rowe Price Capital Appreciation Portfolio - Service Class

ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class

ING T. Rowe Price Equity Income Portfolio - Service Class

ING T. Rowe Price Equity Income Portfolio - Service 2 Class

ING Templeton Global Growth Portfolio - Service Class

ING Templeton Global Growth Portfolio - Service 2 Class

ING UBS U.S. Allocation Portfolio - Service Class

ING UBS U.S. Allocation Portfolio - Service 2 Class

ING Van Kampen Equity Growth Portfolio - Service Class

ING Van Kampen Equity Growth Portfolio - Service 2 Class

ING Van Kampen Global Franchise Portfolio - Service Class

ING Van Kampen Global Franchise Portfolio - Service 2 Class

ING Van Kampen Growth and Income Portfolio - Service Class

ING Van Kampen Growth and Income Portfolio - Service 2 Class

ING Van Kampen Real Estate Portfolio - Service Class

ING Van Kampen Real Estate Portfolio - Service 2 Class

ING VP Index Plus International Equity Portfolio - Service Class

ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class

ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class

ING Wells Fargo Small Cap Disciplined Portfolio - Service Class

ING Partners, Inc.:

ING American Century Large Company Value Portfolio - Service Class

ING American Century Select Portfolio - Initial Class

ING American Century Select Portfolio - Service Class

ING American Century Small Cap Value Portfolio - Service Class

ING Baron Small Cap Growth Portfolio - Service Class

ING Davis Venture Value Portfolio - Service Class

ING Fundamental Research Portfolio - Service Class

ING Goldman Sachs® Capital Growth Portfolio - Service Class

ING JPMorgan Fleming International Portfolio - Service Class

ING JPMorgan Mid Cap Value Portfolio - Service Class

ING MFS Capital Opportunities Portfolio - Initial Class

ING MFS Capital Opportunities Portfolio - Service Class

ING OpCap Balanced Value Portfolio - Service Class

ING Oppenheimer Global Portfolio - Initial Class

ING Oppenheimer Global Portfolio - Service Class

ING Oppenheimer Strategic Income Portfolio - Service Class

ING PIMCO Total Return Portfolio - Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Service Class

ING Solution 2015 Portfolio - Service Class

ING Solution 2025 Portfolio - Service Class

ING Solution 2035 Portfolio - Service Class

ING Solution 2045 Portfolio - Service Class

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class

ING T. Rowe Price Growth Equity Portfolio - Service Class

ING UBS U.S. Large Cap Equity Portfolio - Service Class

ING Van Kampen Comstock Portfolio - Service Class

ING Van Kampen Equity and Income Portfolio - Initial Class

ING Van Kampen Equity and Income Portfolio - Service Class

ING Strategic Allocation Portfolio, Inc.:

ING VP Strategic Allocation Balanced Portfolio - Class S

ING VP Strategic Allocation Growth Portfolio - Class S

ING VP Strategic Allocation Income Portfolio - Class S

ING Variable Funds:

ING VP Growth and Income Portfolio - Class S

ING Variable Insurance Trust:

ING GET U.S. Core Portfolio - Series 1

ING GET U.S. Core Portfolio - Series 2

ING GET U.S. Core Portfolio - Series 3

ING GET U.S. Core Portfolio - Series 4

ING GET U.S. Core Portfolio - Series 5

ING GET U.S. Core Portfolio - Series 6

ING GET U.S. Core Portfolio - Series 7

ING GET U.S. Core Portfolio - Series 8

ING GET U.S. Core Portfolio - Series 9

ING GET U.S. Core Portfolio - Series 10

ING GET U.S. Core Portfolio - Series 11

ING VP Global Equity Dividend Portfolio

ING Variable Portfolios, Inc.:

ING VP Global Science and Technology Portfolio - Class S

ING VP Growth Portfolio - Class S

ING VP Index Plus LargeCap Portfolio - Class S

ING VP Index Plus MidCap Portfolio - Class S

ING VP Index Plus SmallCap Portfolio - Class S

ING VP International Equity Portfolio - Class S

ING VP Small Company Portfolio - Class S

ING VP Value Opportunity Portfolio - Class S

ING Variable Products Trust:

ING VP Convertible Portfolio - Class S

ING VP Financial Services Portfolio - Class S

ING VP International Value Portfolio - Class S

ING VP LargeCap Growth Portfolio - Class S

ING VP MagnaCap Portfolio - Class S

ING VP MidCap Opportunities Portfolio - Class S

ING VP Real Estate Portfolio - Class S

ING VP SmallCap Opportunities Portfolio - Class S

ING VP Balanced Portfolio, Inc.:

ING VP Balanced Portfolio - Class S

ING VP Intermediate Bond Portfolio:

ING VP Intermediate Bond Portfolio - Class S

Janus Aspen Series:

Janus Aspen Series Balanced Portfolio - Service Shares

Janus Aspen Series Flexible Income Portfolio - Service Shares

Janus Aspen Series Growth Portfolio - Service Shares

Janus Aspen Series Worldwide Growth Portfolio - Service Shares

Liberty Variable Insurance Trust:

Colonial Small Cap Value Fund VS Class B

Oppenheimer Variable Account Funds:

Oppenheimer Global Securities Fund/VA - Service Class

Oppenheimer Main Street Small Cap Fund®/VA - Service Class

Oppenheimer Strategic Bond Fund/VA - Service Class

PIMCO Variable Insurance Trust:

PIMCO Real Return Portfolio - Admin Class

PIMCO StocksPLUS® Growth and Income Admin Class

Pioneer Variable Contracts Trust:

Pioneer Equity-Income VCT Portfolio - Class II

Pioneer Fund VCT Portfolio - Class II

Pioneer Mid Cap Value VCT Portfolio - Class II

Pioneer Small Company VCT Portfolio - Class II

ProFunds VP:

ProFund VP Bull

ProFund VP Europe 30

ProFund VP Rising Rates Opportunity

ProFund VP Small-Cap

Prudential Series Fund, Inc.:

Jennison Portfolio - Class II

SP William Blair International Growth Portfolio - Class II

Putnam Variable Trust:

Putnam VT Discovery Growth - Class IB Shares

Putnam VT Growth and Income Fund - Class IB Shares

Putnam VT International Growth and Income Fund - Class IB Shares

Steinroe Variable Investment Trust:

Liberty Asset Allocation Fund Var. Series Class A

Liberty Equity Fund Var. Series Class A

Liberty Federal Securities Fund Var. Series Class A

Liberty Small Company Growth Fund Var. Series Class A

Travelers Series Fund, Inc.:

Smith Barney High Income

Smith Barney International All Cap Growth

Smith Barney Large Cap Value SB

Smith Barney Money Market SB

UBS Series Trust:

UBS U.S. Allocation Portfolio - Class I

Wells Fargo Advantage Variable Trust Fund:

Wells Fargo Advantage Asset Allocation Fund

Wells Fargo Advantage C&B Large Cap Value Fund

Wells Fargo Advantage Equity Income Fund

Wells Fargo Advantage Large Company Growth Fund

Wells Fargo Advantage Money Market Fund

Wells Fargo Advantage Small Cap Growth Fund

Wells Fargo Advantage Total Return Bond Fund

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Account’s internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2005, by correspondence with the transfer agents. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of each of the respective Divisions constituting Separate Account B of ING USA Annuity and Life Insurance Company at December 31, 2005, the results of their operations and changes in their net assets for the periods disclosed in the financial statements, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 22, 2006

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	AIM V.I. Leisure Fund - Series I Shares		Columbia Large Cap Growth Fund VS Class A		Fidelity® VIP Contrafund® Portfolio - Service Class 2		Fidelity® VIP Equity-Income Portfolio - Service Class 2		Fidelity® VIP Growth Portfolio - Service Class 2

Assets
Investments in mutual funds at fair value	$	53,922	$	515	$	267,947	$	276,594	$	205,998

Total assets		53,922		515		267,947		276,594		205,998

Liabilities
Payable to related parties		11		—		39		49		42

Total liabilities		11		—		39		49		42

Net assets	$	53,911	$	515	$	267,908	$	276,545	$	205,956


Net assets
Accumulation units	$	53,911	$	515	$	267,908	$	276,545	$	205,956
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	53,911	$	515	$	267,908	$	276,545	$	205,956


Total number of mutual fund shares		4,546,528		20,827		8,730,771		10,989,034		6,187,997


Cost of mutual fund shares	$	50,079	$	494	$	240,438	$	244,067	$	186,273

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	Fidelity® VIP Overseas Portfolio - Service Class 2		Franklin Small Cap Value Securities Fund - Class 2		Appreciation Portfolio		ING GET Fund - Series N		ING GET Fund - Series P

Assets
Investments in mutual funds at fair value	$	450	$	2,400	$	473	$	14,456	$	66,555

Total assets		450		2,400		473		14,456		66,555

Liabilities
Payable to related parties		—		—		—		2		7

Total liabilities		—		—		—		2		7

Net assets	$	450	$	2,400	$	473	$	14,454	$	66,548


Net assets
Accumulation units	$	450	$	2,400	$	473	$	14,454	$	66,548
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	450	$	2,400	$	473	$	14,454	$	66,548


Total number of mutual fund shares		22,027		142,944		19,510		1,458,684		6,777,486


Cost of mutual fund shares	$	385	$	2,174	$	421	$	14,667	$	67,991

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING GET Fund - Series Q		ING GET Fund - Series R		ING GET Fund - Series S		ING GET Fund - Series T		ING GET Fund - Series U

Assets
Investments in mutual funds at fair value	$	80,749	$	83,443	$	96,744	$	104,430	$	117,842

Total assets		80,749		83,443		96,744		104,430		117,842

Liabilities
Payable to related parties		22		24		20		13		35

Total liabilities		22		24		20		13		35

Net assets	$	80,727	$	83,419	$	96,724	$	104,417	$	117,807


Net assets
Accumulation units	$	80,727	$	83,419	$	96,724	$	104,417	$	117,807
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	80,727	$	83,419	$	96,724	$	104,417	$	117,807


Total number of mutual fund shares		7,979,132		8,180,703		9,588,154		10,432,585		12,061,611


Cost of mutual fund shares	$	80,066	$	82,111	$	96,133	$	104,616	$	120,474

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING GET Fund - Series V		ING AllianceBernstein Mid Cap Growth Portfolio - Service Class		ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class		ING American Funds Growth Portfolio		ING American Funds Growth - Income Portfolio

Assets
Investments in mutual funds at fair value	$	177,938	$	466,036	$	17,344	$	1,517,044	$	1,031,425

Total assets		177,938		466,036		17,344		1,517,044		1,031,425

Liabilities
Payable to related parties		52		115		3		271		178

Total liabilities		52		115		3		271		178

Net assets	$	177,886	$	465,921	$	17,341	$	1,516,773	$	1,031,247


Net assets
Accumulation units	$	177,886	$	465,921	$	17,341	$	1,516,773	$	1,031,247
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	177,886	$	465,921	$	17,341	$	1,516,773	$	1,031,247


Total number of mutual fund shares		18,009,928		24,489,564		915,719		25,795,679		26,638,050


Cost of mutual fund shares	$	180,124	$	306,818	$	14,310	$	1,253,278	$	933,204

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING American Funds International Portfolio		ING Capital Guardian Small/Mid Cap Portfolio - Service Class		ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class		ING Capital Guardian U.S. Equities Portfolio - Service Class		ING Capital Guardian U.S. Equities Portfolio - Service 2 Class

Assets
Investments in mutual funds at fair value	$	683,603	$	455,484	$	9,139	$	595,922	$	10,965

Total assets		683,603		455,484		9,139		595,922		10,965

Liabilities
Payable to related parties		113		113		1		121		2

Total liabilities		113		113		1		121		2

Net assets	$	683,490	$	455,371	$	9,138	$	595,801	$	10,963


Net assets
Accumulation units	$	683,490	$	455,249	$	9,138	$	595,801	$	10,963
Contracts in payout (annuitization)		—		122		—		—		—

Total net assets	$	683,490	$	455,371	$	9,138	$	595,801	$	10,963


Total number of mutual fund shares		35,530,310		39,097,359		787,135		48,846,044		900,228


Cost of mutual fund shares	$	543,608	$	348,325	$	8,390	$	459,733	$	8,957

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Eagle Asset Capital Appreciation Portfolio - Service Class		ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class		ING Evergreen Health Sciences Portfolio - Class S		ING Evergreen Omega Portfolio - Class A		ING Evergreen Omega Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	184,270	$	3,066	$	160,633	$	961	$	7,995

Total assets		184,270		3,066		160,633		961		7,995

Liabilities
Payable to related parties		43		—		33		—		1

Total liabilities		43		—		33		—		1

Net assets	$	184,227	$	3,066	$	160,600	$	961	$	7,994


Net assets
Accumulation units	$	184,188	$	3,066	$	160,600	$	961	$	7,994
Contracts in payout (annuitization)		39		—		—		—		—

Total net assets	$	184,227	$	3,066	$	160,600	$	961	$	7,994


Total number of mutual fund shares		10,208,849		170,435		15,026,490		87,928		729,437


Cost of mutual fund shares	$	150,077	$	2,801	$	155,446	$	901	$	7,666

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING FMR^SM Diversified Mid Cap Portfolio - Service Class		ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class		ING FMR^SM Earnings Growth Portfolio - Service Class		ING FMR^SM Earnings Growth Portfolio - Service 2 Class		ING Global Resources Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	569,967	$	28,374	$	9,243	$	16	$	373,992

Total assets		569,967		28,374		9,243		16		373,992

Liabilities
Payable to related parties		130		5		1		—		72

Total liabilities		130		5		1		—		72

Net assets	$	569,837	$	28,369	$	9,242	$	16	$	373,920


Net assets
Accumulation units	$	569,496	$	28,369	$	9,242	$	16	$	373,673
Contracts in payout (annuitization)		341		—		—		—		247

Total net assets	$	569,837	$	28,369	$	9,242	$	16	$	373,920


Total number of mutual fund shares		43,081,371		2,151,188		872,822		1,469		18,377,984


Cost of mutual fund shares	$	493,170	$	25,173	$	9,064	$	15	$	294,320

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Global Resources Portfolio - Service 2 Class		ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class		ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class		ING International Portfolio - Service Class		ING International Portfolio - Service 2 Class

Assets
Investments in mutual funds at fair value	$	22,551	$	73,119	$	5,749	$	160,744	$	10,092

Total assets		22,551		73,119		5,749		160,744		10,092

Liabilities
Payable to related parties		4		15		1		38		2

Total liabilities		4		15		1		38		2

Net assets	$	22,547	$	73,104	$	5,748	$	160,706	$	10,090


Net assets
Accumulation units	$	22,547	$	73,104	$	5,748	$	160,706	$	10,090
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	22,547	$	73,104	$	5,748	$	160,706	$	10,090


Total number of mutual fund shares		1,112,002		10,127,269		799,549		15,367,478		968,542


Cost of mutual fund shares	$	17,378	$	68,343	$	5,381	$	133,473	$	8,439

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Janus Contrarian Portfolio - Service Class		ING Janus Contrarian Portfolio - Service 2 Class		ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class		ING JPMorgan Emerging Markets Equity Portfolio - Service Class		ING JPMorgan Small Cap Equity Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	81,480	$	3,756	$	19,782	$	305,387	$	177,518

Total assets		81,480		3,756		19,782		305,387		177,518

Liabilities
Payable to related parties		18		1		4		61		32

Total liabilities		18		1		4		61		32

Net assets	$	81,462	$	3,755	$	19,778	$	305,326	$	177,486


Net assets
Accumulation units	$	81,462	$	3,755	$	19,778	$	304,976	$	177,486
Contracts in payout (annuitization)		—		—		—		350		—

Total net assets	$	81,462	$	3,755	$	19,778	$	305,326	$	177,486


Total number of mutual fund shares		6,405,694		296,689		1,356,813		20,817,081		14,190,120


Cost of mutual fund shares	$	63,300	$	3,107	$	14,586	$	223,880	$	165,682

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING JPMorgan Small Cap Equity Portfolio - Service 2 Class		ING JPMorgan Value Opportunities Portfolio - Service Class		ING JPMorgan Value Opportunities Portfolio - Service 2 Class		ING Julius Baer Foreign Portfolio - Service Class		ING Julius Baer Foreign Portfolio - Service 2 Class

Assets
Investments in mutual funds at fair value	$	45,417	$	40,819	$	864	$	356,608	$	39,188

Total assets		45,417		40,819		864		356,608		39,188

Liabilities
Payable to related parties		8		6		—		65		6

Total liabilities		8		6		—		65		6

Net assets	$	45,409	$	40,813	$	864	$	356,543	$	39,182


Net assets
Accumulation units	$	45,409	$	40,813	$	864	$	356,543	$	39,182
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	45,409	$	40,813	$	864	$	356,543	$	39,182


Total number of mutual fund shares		3,650,923		3,800,689		80,553		27,305,369		3,005,219


Cost of mutual fund shares	$	41,144	$	39,905	$	845	$	319,272	$	35,027

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Legg Mason Value Portfolio - Service Class		ING Legg Mason Value - Service 2 Class		ING LifeStyle Aggressive Growth Portfolio - Service 1 Class		ING LifeStyle Growth Portfolio - Service 1 Class		ING LifeStyle Moderate Growth Portfolio - Service 1 Class

Assets
Investments in mutual funds at fair value	$	399,211	$	27,155	$	672,545	$	1,373,874	$	1,239,850

Total assets		399,211		27,155		672,545		1,373,874		1,239,850

Liabilities
Payable to related parties		77		4		149		67		221

Total liabilities		77		4		149		67		221

Net assets	$	399,134	$	27,151	$	672,396	$	1,373,807	$	1,239,629


Net assets
Accumulation units	$	399,134	$	27,151	$	672,396	$	1,373,807	$	1,239,629
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	399,134	$	27,151	$	672,396	$	1,373,807	$	1,239,629


Total number of mutual fund shares		37,625,900		2,566,596		55,036,391		115,064,813		107,068,207


Cost of mutual fund shares	$	328,100	$	23,857	$	604,089	$	1,252,325	$	1,153,364

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING LifeStyle Moderate Portfolio - Service 1 Class		ING Limited Maturity Bond Portfolio - Service Class		ING Liquid Assets Portfolio - Service Class		ING Liquid Assets Portfolio - Service 2 Class		ING Lord Abbett Affiliated Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	515,815	$	269,706	$	582,492	$	11,309	$	126,115

Total assets		515,815		269,706		582,492		11,309		126,115

Liabilities
Payable to related parties		83		62		133		2		25

Total liabilities		83		62		133		2		25

Net assets	$	515,732	$	269,644	$	582,359	$	11,307	$	126,090


Net assets
Accumulation units	$	515,732	$	269,352	$	582,281	$	11,307	$	126,090
Contracts in payout (annuitization)		—		292		78		—		—

Total net assets	$	515,732	$	269,644	$	582,359	$	11,307	$	126,090


Total number of mutual fund shares		45,366,357		25,159,149		582,491,956		11,309,105		10,544,696


Cost of mutual fund shares	$	486,650	$	288,653	$	582,492	$	11,309	$	102,641

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Lord Abbett Affiliated Portfolio - Service 2 Class		ING MarketPro Portfolio - Class S		ING MarketPro Portfolio - Class S2		ING MarketStyle Growth Portfolio - Class S		ING MarketStyle Moderate Growth Portfolio - Class S

Assets
Investments in mutual funds at fair value	$	2,804	$	2,308	$	66	$	2,652	$	3,206

Total assets		2,804		2,308		66		2,652		3,206

Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	2,804	$	2,308	$	66	$	2,652	$	3,206


Net assets
Accumulation units	$	2,804	$	2,308	$	66	$	2,652	$	3,206
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	2,804	$	2,308	$	66	$	2,652	$	3,206


Total number of mutual fund shares		234,806		224,515		6,467		259,285		313,668


Cost of mutual fund shares	$	2,472	$	2,279	$	67	$	2,640	$	3,156

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING MarketStyle Moderate Portfolio - Class S		ING Marsico Growth Portfolio - Service Class		ING Marsico Growth Portfolio - Service 2 Class		ING Marsico International Opportunities Portfolio - Service Class		ING Mercury Large Cap Growth Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	906	$	818,647	$	22,549	$	123,962	$	151,942

Total assets		906		818,647		22,549		123,962		151,942

Liabilities
Payable to related parties		—		233		3		24		31

Total liabilities		—		233		3		24		31

Net assets	$	906	$	818,414	$	22,546	$	123,938	$	151,911


Net assets
Accumulation units	$	906	$	818,414	$	22,546	$	123,938	$	151,911
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	906	$	818,414	$	22,546	$	123,938	$	151,911


Total number of mutual fund shares		89,765		51,813,120		1,433,487		10,029,253		13,143,740


Cost of mutual fund shares	$	903	$	549,454	$	18,791	$	113,403	$	141,813

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Mercury Large Cap Value Portfolio - Service Class		ING Mercury Large Cap Value Portfolio - Service 2 Class		ING MFS Mid Cap Growth Portfolio - Service Class		ING MFS Mid Cap Growth Portfolio - Service 2 Class		ING MFS Total Return Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	42,132	$	3,133	$	553,000	$	19,175	$	1,266,605

Total assets		42,132		3,133		553,000		19,175		1,266,605

Liabilities
Payable to related parties		8		1		160		3		273

Total liabilities		8		1		160		3		273

Net assets	$	42,124	$	3,132	$	552,840	$	19,172	$	1,266,332


Net assets
Accumulation units	$	42,124	$	3,132	$	552,553	$	19,172	$	1,266,332
Contracts in payout (annuitization)		—		—		287		—		—

Total net assets	$	42,124	$	3,132	$	552,840	$	19,172	$	1,266,332


Total number of mutual fund shares		3,422,554		255,583		46,160,256		1,607,252		69,479,172


Cost of mutual fund shares	$	38,246	$	2,914	$	381,556	$	16,634	$	1,151,401

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING MFS Total Return Portfolio - Service 2 Class		ING MFS Utilities Portfolio - Service Class		ING Oppenheimer Main Street Portfolio® - Service Class		ING Oppenheimer Main Street Portfolio® - Service 2 Class		ING PIMCO Core Bond Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	48,433	$	151,115	$	447,522	$	4,351	$	619,642

Total assets		48,433		151,115		447,522		4,351		619,642

Liabilities
Payable to related parties		8		30		121		1		116

Total liabilities		8		30		121		1		116

Net assets	$	48,425	$	151,085	$	447,401	$	4,350	$	619,526


Net assets
Accumulation units	$	48,425	$	151,085	$	447,401	$	4,350	$	619,526
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	48,425	$	151,085	$	447,401	$	4,350	$	619,526


Total number of mutual fund shares		2,672,907		13,492,367		25,660,681		250,372		57,856,420


Cost of mutual fund shares	$	46,396	$	152,695	$	338,363	$	3,783	$	618,492

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING PIMCO Core Bond Portfolio - Service 2 Class		ING PIMCO High Yield Portfolio - Service Class		ING Pioneer Fund Portfolio - Service Class		ING Pioneer Mid Cap Value Portfolio - Service Class		ING Salomon Brothers All Cap Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	35,745	$	624,560	$	82,268	$	593,111	$	370,815

Total assets		35,745		624,560		82,268		593,111		370,815

Liabilities
Payable to related parties		6		313		15		115		82

Total liabilities		6		313		15		115		82

Net assets	$	35,739	$	624,247	$	82,253	$	592,996	$	370,733


Net assets
Accumulation units	$	35,739	$	624,247	$	82,253	$	592,996	$	370,733
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	35,739	$	624,247	$	82,253	$	592,996	$	370,733


Total number of mutual fund shares		3,346,927		61,171,381		7,451,830		53,919,152		27,880,801


Cost of mutual fund shares	$	36,209	$	618,081	$	79,989	$	575,935	$	299,357

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Salomon Brothers All Cap Portfolio - Service 2 Class		ING T. Rowe Price Capital Appreciation Portfolio - Service Class		ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class		ING T. Rowe Price Equity Income Portfolio - Service Class		ING T. Rowe Price Equity Income Portfolio - Service 2 Class

Assets
Investments in mutual funds at fair value	$	21,053	$	2,239,939	$	91,527	$	940,309	$	31,284

Total assets		21,053		2,239,939		91,527		940,309		31,284

Liabilities
Payable to related parties		4		452		15		193		5

Total liabilities		4		452		15		193		5

Net assets	$	21,049	$	2,239,487	$	91,512	$	940,116	$	31,279


Net assets
Accumulation units	$	21,049	$	2,235,427	$	91,512	$	937,506	$	31,279
Contracts in payout (annuitization)		—		4,060		—		2,610		—

Total net assets	$	21,049	$	2,239,487	$	91,512	$	940,116	$	31,279


Total number of mutual fund shares		1,588,939		89,134,065		3,656,684		68,237,239		2,280,163


Cost of mutual fund shares	$	18,706	$	1,752,346	$	81,486	$	797,598	$	28,498

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Templeton Global Growth Portfolio - Service Class		ING Templeton Global Growth Portfolio - Service 2 Class		ING UBS U.S. Allocation Portfolio - Service Class		ING UBS U.S. Allocation Portfolio - Service 2 Class		ING Van Kampen Equity Growth Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	373,644	$	6,469	$	115,836	$	4,709	$	60,900

Total assets		373,644		6,469		115,836		4,709		60,900

Liabilities
Payable to related parties		74		1		23		1		13

Total liabilities		74		1		23		1		13

Net assets	$	373,570	$	6,468	$	115,813	$	4,708	$	60,887


Net assets
Accumulation units	$	372,983	$	6,468	$	115,813	$	4,708	$	60,887
Contracts in payout (annuitization)		587		—		—		—		—

Total net assets	$	373,570	$	6,468	$	115,813	$	4,708	$	60,887


Total number of mutual fund shares		27,453,606		477,747		11,560,448		471,860		5,152,281


Cost of mutual fund shares	$	274,107	$	5,480	$	100,850	$	4,267	$	51,180

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Van Kampen Equity Growth Portfolio - Service 2 Class		ING Van Kampen Global Franchise Portfolio - Service Class		ING Van Kampen Global Franchise Portfolio - Service 2 Class		ING Van Kampen Growth and Income Portfolio - Service Class		ING Van Kampen Growth and Income Portfolio - Service 2 Class

Assets
Investments in mutual funds at fair value	$	12,817	$	213,749	$	66,249	$	791,840	$	70,395

Total assets		12,817		213,749		66,249		791,840		70,395

Liabilities
Payable to related parties		2		39		12		185		12

Total liabilities		2		39		12		185		12

Net assets	$	12,815	$	213,710	$	66,237	$	791,655	$	70,383


Net assets
Accumulation units	$	12,815	$	213,710	$	66,237	$	791,083	$	70,383
Contracts in payout (annuitization)		—		—		—		572		—

Total net assets	$	12,815	$	213,710	$	66,237	$	791,655	$	70,383


Total number of mutual fund shares		1,087,128		15,399,813		4,790,272		29,251,561		2,611,087


Cost of mutual fund shares	$	10,387	$	185,256	$	55,537	$	667,372	$	58,612

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Van Kampen Real Estate Portfolio - Service Class		ING Van Kampen Real Estate Portfolio - Service 2 Class		ING VP Index Plus International Equity Portfolio - Service Class		ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class		ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class

Assets
Investments in mutual funds at fair value	$	684,145	$	28,995	$	240	$	277,767	$	4,008

Total assets		684,145		28,995		240		277,767		4,008

Liabilities
Payable to related parties		150		5		—		77		1

Total liabilities		150		5		—		77		1

Net assets	$	683,995	$	28,990	$	240	$	277,690	$	4,007


Net assets
Accumulation units	$	683,369	$	28,990	$	240	$	276,714	$	4,007
Contracts in payout (annuitization)		626		—		—		976		—

Total net assets	$	683,995	$	28,990	$	240	$	277,690	$	4,007


Total number of mutual fund shares		22,083,431		938,037		22,166		17,908,875		259,427


Cost of mutual fund shares	$	462,323	$	22,394	$	240	$	190,529	$	3,400

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Wells Fargo Small Cap Disciplined Portfolio - Service Class		ING American Century Large Company Value Portfolio - Service Class		ING American Century Select Portfolio - Initial Class		ING American Century Select Portfolio - Service Class		ING American Century Small Cap Value Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	71	$	681	$	534	$	59	$	483

Total assets		71		681		534		59		483

Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	71	$	681	$	534	$	59	$	483


Net assets
Accumulation units	$	71	$	681	$	534	$	59	$	483
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	71	$	681	$	534	$	59	$	483


Total number of mutual fund shares		7,253		47,937		56,545		6,295		41,171


Cost of mutual fund shares	$	72	$	656	$	489	$	57	$	475

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Baron Small Cap Growth Portfolio - Service Class		ING Davis Venture Value Portfolio - Service Class		ING Fundamental Research Portfolio - Service Class		ING Goldman Sachs® Capital Growth Portfolio - Service Class		ING JPMorgan Fleming International Portfolio - Service Class

Assets
Investments in mutual funds at fair value	$	66,030	$	2,221	$	772	$	12	$	93,093

Total assets		66,030		2,221		772		12		93,093

Liabilities
Payable to related parties		3		—		—		—		16

Total liabilities		3		—		—		—		16

Net assets	$	66,027	$	2,221	$	772	$	12	$	93,077


Net assets
Accumulation units	$	66,027	$	2,221	$	772	$	12	$	93,077
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	66,027	$	2,221	$	772	$	12	$	93,077


Total number of mutual fund shares		4,111,485		118,820		84,851		1,069		6,978,497


Cost of mutual fund shares	$	64,788	$	2,139	$	751	$	12	$	84,568

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING JPMorgan Mid Cap Value Portfolio - Service Class		ING MFS Capital Opportunities Portfolio - Initial Class		ING MFS Capital Opportunities Portfolio - Service Class		ING OpCap Balanced Value Portfolio - Service Class		ING Oppenheimer Global Portfolio - Initial Class





Assets
Investments in mutual funds at fair value	$	24,635	$	3,384	$	277	$	995	$	18,309

Total assets		24,635		3,384		277		995		18,309

Liabilities
Payable to related parties		3		1		—		—		2

Total liabilities		3		1		—		—		2

Net assets	$	24,632	$	3,383	$	277	$	995	$	18,307


Net assets
Accumulation units	$	24,632	$	3,383	$	277	$	995	$	18,307
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	24,632	$	3,383	$	277	$	995	$	18,307


Total number of mutual fund shares		1,762,125		123,489		10,181		72,452		1,292,114


Cost of mutual fund shares	$	23,386	$	2,962	$	236	$	925	$	15,689

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Oppenheimer Global Portfolio - Service Class		ING Oppenheimer Strategic Income Portfolio - Service Class		ING PIMCO Total Return Portfolio - Service Class		ING Salomon Brothers Aggressive Growth Portfolio - Service Class		ING Solution 2015 Portfolio - Service Class






Assets
Investments in mutual funds at fair value	$	32,619	$	3,093	$	2,776	$	154,648	$	363

Total assets		32,619		3,093		2,776		154,648		363

Liabilities
Payable to related parties		4		—		—		32		—

Total liabilities		4		—		—		32		—

Net assets	$	32,615	$	3,093	$	2,776	$	154,616	$	363


Net assets
Accumulation units	$	32,615	$	3,093	$	2,776	$	154,616	$	363
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	32,615	$	3,093	$	2,776	$	154,616	$	363


Total number of mutual fund shares		2,346,676		309,599		255,351		3,508,354		33,668


Cost of mutual fund shares	$	31,561	$	3,108	$	2,767	$	133,359	$	352

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING Solution 2025 Portfolio - Service Class		ING Solution 2035 Portfolio - Service Class		ING Solution 2045 Portfolio - Service Class		ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class		ING T. Rowe Price Growth Equity Portfolio - Service Class





Assets
Investments in mutual funds at fair value	$	47	$	19	$	5	$	729	$	3,308

Total assets		47		19		5		729		3,308

Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	47	$	19	$	5	$	729	$	3,308


Net assets
Accumulation units	$	47	$	19	$	5	$	729	$	3,308
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	47	$	19	$	5	$	729	$	3,308


Total number of mutual fund shares		4,295		1,736		426		85,315		63,417


Cost of mutual fund shares	$	46	$	18	$	5	$	648	$	2,852

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING UBS U.S. Large Cap Equity Portfolio - Service Class		ING Van Kampen Comstock Portfolio - Service Class		ING Van Kampen Equity and Income Portfolio - Initial Class		ING Van Kampen Equity and Income Portfolio - Service Class		ING VP Strategic Allocation Balanced Portfolio - Class S





Assets
Investments in mutual funds at fair value	$	7,228	$	168,949	$	4,154	$	34,100	$	362

Total assets		7,228		168,949		4,154		34,100		362

Liabilities
Payable to related parties		—		26		3		2		—

Total liabilities		—		26		3		2		—

Net assets	$	7,228	$	168,923	$	4,151	$	34,098	$	362


Net assets
Accumulation units	$	7,228	$	168,923	$	4,151	$	34,098	$	362
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	7,228	$	168,923	$	4,151	$	34,098	$	362


Total number of mutual fund shares		784,766		13,893,800		115,092		949,059		25,219


Cost of mutual fund shares	$	6,959	$	153,425	$	3,812	$	33,195	$	353

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING VP Strategic Allocation Growth Portfolio - Class S		ING VP Strategic Allocation Income Portfolio - Class S		ING VP Growth and Income Portfolio - Class S		ING GET U.S. Core Portfolio - Series 1		ING GET U.S. Core Portfolio - Series 2






Assets
Investments in mutual funds at fair value	$	29	$	118	$	2,431	$	128,247	$	90,941

Total assets		29		118		2,431		128,247		90,941

Liabilities
Payable to related parties		—		—		—		27		13

Total liabilities		—		—		—		27		13

Net assets	$	29	$	118	$	2,431	$	128,220	$	90,928


Net assets
Accumulation units	$	29	$	118	$	2,431	$	128,220	$	90,928
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	29	$	118	$	2,431	$	128,220	$	90,928


Total number of mutual fund shares		1,856		8,908		117,482		12,710,320		9,085,045


Cost of mutual fund shares	$	28	$	116	$	2,160	$	127,163	$	90,865

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING GET U.S. Core Portfolio - Series 3		ING GET U.S. Core Portfolio - Series 4		ING GET U.S. Core Portfolio - Series 5		ING GET U.S. Core Portfolio - Series 6		ING GET U.S. Core Portfolio - Series 7



Assets
Investments in mutual funds at fair value	$	95,480	$	60,573	$	37,089	$	42,251	$	36,817

Total assets		95,480		60,573		37,089		42,251		36,817

Liabilities
Payable to related parties		23		16		8		7		7

Total liabilities		23		16		8		7		7

Net assets	$	95,457	$	60,557	$	37,081	$	42,244	$	36,810


Net assets
Accumulation units	$	95,457	$	60,557	$	37,081	$	42,244	$	36,810
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	95,457	$	60,557	$	37,081	$	42,244	$	36,810


Total number of mutual fund shares		9,557,542		5,813,149		3,512,174		4,082,205		3,598,894


Cost of mutual fund shares	$	95,658	$	58,226	$	35,218	$	40,941	$	36,132

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING GET U.S. Core Portfolio - Series 8		ING GET U.S. Core Portfolio - Series 9		ING GET U.S. Core Portfolio - Series 10		ING GET U.S. Core Portfolio - Series 11		ING VP Global Equity Dividend Portfolio




Assets
Investments in mutual funds at fair value	$	15,160	$	16,496	$	12,506	$	1,482	$	60,156

Total assets		15,160		16,496		12,506		1,482		60,156

Liabilities
Payable to related parties		4		3		2		—		13

Total liabilities		4		3		2		—		13

Net assets	$	15,156	$	16,493	$	12,504	$	1,482	$	60,143


Net assets
Accumulation units	$	15,156	$	16,493	$	12,504	$	1,482	$	60,143
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	15,156	$	16,493	$	12,504	$	1,482	$	60,143


Total number of mutual fund shares		1,481,891		1,639,714		1,248,116		147,871		7,863,469


Cost of mutual fund shares	$	14,901	$	16,487	$	12,572	$	1,480	$	50,499

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING VP Global Science and Technology Portfolio - Class S		ING VP Growth Portfolio - Class S		ING VP Index Plus LargeCap Portfolio - Class S		ING VP Index Plus MidCap Portfolio - Class S		ING VP Index Plus SmallCap Portfolio - Class S





Assets
Investments in mutual funds at fair value	$	78	$	285	$	173,776	$	177,664	$	144,795

Total assets		78		285		173,776		177,664		144,795

Liabilities
Payable to related parties		—		—		28		30		24

Total liabilities		—		—		28		30		24

Net assets	$	78	$	285	$	173,748	$	177,634	$	144,771


Net assets
Accumulation units	$	78	$	285	$	173,748	$	177,634	$	144,771
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	78	$	285	$	173,748	$	177,634	$	144,771


Total number of mutual fund shares		18,355		27,661		11,357,927		9,587,904		8,759,504


Cost of mutual fund shares	$	72	$	234	$	158,416	$	165,228	$	135,859

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING VP International Equity Portfolio - Class S		ING VP Small Company Portfolio - Class S		ING VP Value Opportunity Portfolio - Class S		ING VP Convertible Portfolio - Class S		ING VP Financial Services Portfolio - Class S





Assets
Investments in mutual funds at fair value	$	353	$	1,294	$	28,543	$	7,943	$	75,996

Total assets		353		1,294		28,543		7,943		75,996

Liabilities
Payable to related parties		—		—		6		1		16

Total liabilities		—		—		6		1		16

Net assets	$	353	$	1,294	$	28,537	$	7,942	$	75,980


Net assets
Accumulation units	$	353	$	1,294	$	28,537	$	7,942	$	75,980
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	353	$	1,294	$	28,537	$	7,942	$	75,980


Total number of mutual fund shares		35,087		59,923		2,072,834		685,899		6,579,780


Cost of mutual fund shares	$	303	$	1,073	$	28,302	$	7,888	$	71,733

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING VP International Value Portfolio - Class S		ING VP LargeCap Growth Portfolio - Class S		ING VP MidCap Opportunities Portfolio - Class S		ING VP Real Estate Portfolio - Class S		ING VP SmallCap Opportunities Portfolio - Class S





Assets
Investments in mutual funds at fair value	$	2,846	$	1,736	$	31,266	$	628	$	112,456

Total assets		2,846		1,736		31,266		628		112,456

Liabilities
Payable to related parties		—		—		7		—		24

Total liabilities		—		—		7		—		24

Net assets	$	2,846	$	1,736	$	31,259	$	628	$	112,432


Net assets
Accumulation units	$	2,846	$	1,736	$	31,259	$	628	$	112,432
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	2,846	$	1,736	$	31,259	$	628	$	112,432


Total number of mutual fund shares		220,981		184,845		4,179,886		42,016		6,400,478


Cost of mutual fund shares	$	2,640	$	1,278	$	26,520	$	611	$	87,096

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ING VP Balanced Portfolio - Class S		ING VP Intermediate Bond Portfolio - Class S		Colonial Small Cap Value Fund VS Class B		Oppenheimer Main Street Small Cap Fund®/VA - Service Class		PIMCO Real Return Portfolio - Admin Class





Assets
Investments in mutual funds at fair value	$	3,170	$	300,836	$	348,888	$	91	$	352

Total assets		3,170		300,836		348,888		91		352

Liabilities
Payable to related parties		—		62		71		—		—

Total liabilities		—		62		71		—		—

Net assets	$	3,170	$	300,774	$	348,817	$	91	$	352


Net assets
Accumulation units	$	3,170	$	300,774	$	348,817	$	91	$	352
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	3,170	$	300,774	$	348,817	$	91	$	352


Total number of mutual fund shares		233,399		23,302,555		19,589,433		5,305		27,745


Cost of mutual fund shares	$	2,987	$	313,496	$	305,114	$	89	$	357

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	PIMCO StocksPLUS® Growth and Income Admin Class		Pioneer Equity- Income VCT Portfolio - Class II		Pioneer Small Company VCT Portfolio - Class II		ProFund VP Bull		ProFund VP Europe 30





Assets
Investments in mutual funds at fair value	$	140,485	$	3,429	$	6,998	$	74,326	$	37,380

Total assets		140,485		3,429		6,998		74,326		37,380

Liabilities
Payable to related parties		36		—		1		17		8

Total liabilities		36		—		1		17		8

Net assets	$	140,449	$	3,429	$	6,997	$	74,309	$	37,372


Net assets
Accumulation units	$	140,449	$	3,429	$	6,997	$	74,309	$	37,372
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	140,449	$	3,429	$	6,997	$	74,309	$	37,372


Total number of mutual fund shares		13,773,026		160,466		597,596		2,629,142		1,336,911


Cost of mutual fund shares	$	108,353	$	3,189	$	6,536	$	72,855	$	37,463

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	ProFund VP Rising Rates Opportunity		ProFund VP Small-Cap		Putnam VT International Growth and Income Fund - Class IB Shares		Liberty Asset Allocation Fund Var. Series Class A		Liberty Federal Securities Fund Var. Series Class A





Assets
Investments in mutual funds at fair value	$	50,618	$	116,485	$	3,372	$	523	$	85

Total assets		50,618		116,485		3,372		523		85

Liabilities
Payable to related parties		10		25		1		—		—

Total liabilities		10		25		1		—		—

Net assets	$	50,608	$	116,460	$	3,371	$	523	$	85


Net assets
Accumulation units	$	50,608	$	116,460	$	3,371	$	523	$	85
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	50,608	$	116,460	$	3,371	$	523	$	85


Total number of mutual fund shares		2,644,599		3,535,211		220,698		33,992		7,963


Cost of mutual fund shares	$	51,721	$	118,514	$	2,250	$	393	$	88

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	Liberty Small Company Growth Fund Var. Series Class A		Smith Barney High Income		Smith Barney International All Cap Growth		Smith Barney Large Cap Value SB		Smith Barney Money Market SB

Assets
Investments in mutual funds at fair value	$	78	$	185	$	144	$	302	$	24

Total assets		78		185		144		302		24

Liabilities
Payable to related parties		—		—		—		—		—

Total liabilities		—		—		—		—		—

Net assets	$	78	$	185	$	144	$	302	$	24


Net assets
Accumulation units	$	78	$	185	$	144	$	302	$	24
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	78	$	185	$	144	$	302	$	24


Total number of mutual fund shares		6,857		25,992		10,093		15,961		23,839


Cost of mutual fund shares	$	59	$	185	$	173	$	296	$	24

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	Wells Fargo Advantage Asset Allocation Fund		Wells Fargo Advantage C&B Large Cap Value Fund		Wells Fargo Advantage Equity Income Fund		Wells Fargo Advantage Large Company Growth Fund		Wells Fargo Advantage Money Market Fund

Assets
Investments in mutual funds at fair value	$	3,309	$	568	$	1,007	$	3,109	$	784

Total assets		3,309		568		1,007		3,109		784

Liabilities
Payable to related parties		1		—		—		—		—

Total liabilities		1		—		—		—		—

Net assets	$	3,308	$	568	$	1,007	$	3,109	$	784


Net assets
Accumulation units	$	3,308	$	568	$	1,007	$	3,109	$	784
Contracts in payout (annuitization)		—		—		—		—		—

Total net assets	$	3,308	$	568	$	1,007	$	3,109	$	784


Total number of mutual fund shares		253,569		60,845		59,358		331,761		784,021


Cost of mutual fund shares	$	3,186	$	554	$	927	$	2,810	$	784

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Assets and Liabilities
December 31, 2005
(Dollars in thousands)


	Wells Fargo Advantage Small Cap Growth Fund		Wells Fargo Advantage Total Return Bond Fund

Assets
Investments in mutual funds at fair value	$	782	$	1,392

Total assets		782		1,392

Liabilities
Payable to related parties		—		—

Total liabilities		—		—

Net assets	$	782	$	1,392


Net assets
Accumulation units	$	782	$	1,392
Contracts in payout (annuitization)		—		—

Total net assets	$	782	$	1,392


Total number of mutual fund shares		93,736		141,124


Cost of mutual fund shares	$	672	$	1,410

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	AIM V.I. Capital Appreciation Fund - Series II Shares			AIM V.I. Core Equity Fund - Series II Shares			AIM V.I. Demographic Trends Fund - Series II Shares			AIM V.I. Financial Services Fund - Series I Shares			AIM V.I. Growth Fund - Series II Shares

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	—		$	—

Total investment income		—			—			—			—			—
Expenses:
Mortality, expense risk and other charges		—			1			780			588			45
Annual administrative charges		—			—			4			3			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			—			19			13			—
Other contract charges		—			—			199			148			2
Amortization of deferred charges		—			—			—			—			—

Total expenses		—			1			1,002			752			47

Net investment income (loss)		—			(1	)		(1,002	)		(752	)		(47	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		11			35			8,072			3,693			628
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		11			35			8,072			3,693			628
Net unrealized appreciation (depreciation) of investments		(9	)		(33	)		(7,424	)		(5,848	)		(543	)

Net realized and unrealized gain (loss) on investments		2			2			648			(2,155	)		85

Net increase (decrease) in net assets resulting from operations	$	2		$	1		$	(354	)	$	(2,907	)	$	38

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	AIM V.I. Health Sciences Fund - Series I Shares			AIM V.I. Leisure Fund - Series I Shares			AIM V.I. Premier Equity Fund - Series II Shares			AIM V.I. Utilities Fund - Series I Shares			AllianceBernstein VPSF Growth and Income Class B

Net investment income (loss)
Income:
Dividends	$	—		$	612		$	—		$	—		$	212

Total investment income		—			612			—			—			212
Expenses:
Mortality, expense risk and other charges		986			900			1			1,162			198
Annual administrative charges		5			16			—			8			1
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		18			16			—			35			7
Other contract charges		252			258			—			267			4
Amortization of deferred charges		—			—			—			—			—

Total expenses		1,261			1,190			1			1,472			210

Net investment income (loss)		(1,261	)		(578	)		(1	)		(1,472	)		2

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		13,984			3,577			24			27,469			2,479
Capital gains distributions		—			1,037			—			—			—

Total realized gain (loss) on investments and capital gains distributions		13,984			4,614			24			27,469			2,479
Net unrealized appreciation (depreciation) of investments		(9,760	)		(5,874	)		(21	)		(10,452	)		(2,558	)

Net realized and unrealized gain (loss) on investments		4,224			(1,260	)		3			17,017			(79	)

Net increase (decrease) in net assets resulting from operations	$	2,963		$	(1,838	)	$	2		$	15,545		$	(77	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	AllianceBernstein VPSF Large Cap Growth Class B			AllianceBernstein VPSF Value Class B			Columbia Large Cap Growth Fund VS Class A			Fidelity® VIP Contrafund® Portfolio - Service Class 2

Net investment income (loss)
Income:
Dividends	$	—		$	134		$	3		$	65

Total investment income		—			134			3			65
Expenses:
Mortality, expense risk and other charges		56			127			7			1,775
Annual administrative charges		—			—			1			40
Minimum death benefit guarantee charges		—			—			—			—
Contingent deferred sales charges		1			2			—			30
Other contract charges		2			4			—			191
Amortization of deferred charges		—			—			—			—

Total expenses		59			133			8			2,036

Net investment income (loss)		(59	)		1			(5	)		(1,971	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		993			1,896			—			1,196
Capital gains distributions		—			188			—			9

Total realized gain (loss) on investments and capital gains distributions		993			2,084			—			1,205
Net unrealized appreciation (depreciation) of investments		(719	)		(1,876	)		21			19,745

Net realized and unrealized gain (loss) on investments		274			208			21			20,950

Net increase (decrease) in net assets resulting from operations	$	215		$	209		$	16		$	18,979

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Fidelity® VIP Equity-Income Portfolio - Service Class 2			Fidelity® VIP Growth Portfolio - Service Class 2			Fidelity® VIP Overseas Portfolio - Service Class 2			Franklin Small Cap Value Securities Fund - Class 2			Appreciation Portfolio

Net investment income (loss)
Income:
Dividends	$	3,542		$	639		$	1		$	10		$	4

Total investment income		3,542			639			1			10			4
Expenses:
Mortality, expense risk and other charges		4,310			3,713			3			15			8
Annual administrative charges		70			65			—			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		91			85			—			—			—
Other contract charges		1,040			1,063			—			—			—
Amortization of deferred charges		—			—			—			—			—

Total expenses		5,511			4,926			3			15			8

Net investment income (loss)		(1,969	)		(4,287	)		(2	)		(5	)		(4	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		5,129			8,674			5			65			28
Capital gains distributions		8,757			—			1			8			—

Total realized gain (loss) on investments and capital gains distributions		13,886			8,674			6			73			28
Net unrealized appreciation (depreciation) of investments		(2,859	)		1,208			45			60			(10	)

Net realized and unrealized gain (loss) on investments		11,027			9,882			51			133			18

Net increase (decrease) in net assets resulting from operations	$	9,058		$	5,595		$	49		$	128		$	14

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING GET Fund - Series N			ING GET Fund - Series P			ING GET Fund - Series Q			ING GET Fund - Series R			ING GET Fund - Series S

Net investment income (loss)
Income:
Dividends	$	616		$	2,812		$	3,594		$	3,282		$	3,062

Total investment income		616			2,812			3,594			3,282			3,062
Expenses:
Mortality, expense risk and other charges		325			1,528			1,868			2,055			2,485
Annual administrative charges		4			21			26			30			36
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		17			48			57			58			43
Other contract charges		—			(1	)		1			(1	)		—
Amortization of deferred charges		—			—			—			—			—

Total expenses		346			1,596			1,952			2,142			2,564

Net investment income (loss)		270			1,216			1,642			1,140			498

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		(56	)		(249	)		521			989			439
Capital gains distributions		—			—			—			2,438			3,482

Total realized gain (loss) on investments and capital gains distributions		(56	)		(249	)		521			3,427			3,921
Net unrealized appreciation (depreciation) of investments		(242	)		(1,646	)		(2,797	)		(5,242	)		(5,012	)

Net realized and unrealized gain (loss) on investments		(298	)		(1,895	)		(2,276	)		(1,815	)		(1,091	)

Net increase (decrease) in net assets resulting from operations	$	(28	)	$	(679	)	$	(634	)	$	(675	)	$	(593	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING GET Fund - Series T			ING GET Fund - Series U			ING GET Fund - Series V			ING AIM Mid Cap Growth Portfolio - Service Class			ING AIM Mid Cap Growth Portfolio - Service 2 Class

Net investment income (loss)
Income:
Dividends	$	3,305		$	2,855		$	3,979		$	2,650		$	84

Total investment income		3,305			2,855			3,979			2,650			84
Expenses:
Mortality, expense risk and other charges		2,671			2,815			4,284			3,353			113
Annual administrative charges		42			41			67			42			1
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		40			80			110			88			1
Other contract charges		2			6			4			521			40
Amortization of deferred charges		—			—			—			—			—

Total expenses		2,755			2,942			4,465			4,004			155

Net investment income (loss)		550			(87	)		(486	)		(1,354	)		(71	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		277			44			(697	)		75,706			1,534
Capital gains distributions		4,142			6,846			—			—			—

Total realized gain (loss) on investments and capital gains distributions		4,419			6,890			(697	)		75,706			1,534
Net unrealized appreciation (depreciation) of investments		(5,976	)		(8,102	)		(1,771	)		(53,410	)		(757	)

Net realized and unrealized gain (loss) on investments		(1,557	)		(1,212	)		(2,468	)		22,296			777

Net increase (decrease) in net assets resulting from operations	$	(1,007	)	$	(1,299	)	$	(2,954	)	$	20,942		$	706

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING AllianceBernstein Mid Cap Growth Portfolio - Service Class			ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class			ING American Funds Growth Portfolio			ING American Funds Growth- Income Portfolio

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	3,000

Total investment income		—			—			—			3,000
Expenses:
Mortality, expense risk and other charges		7,370			248			20,108			14,829
Annual administrative charges		172			4			341			229
Minimum death benefit guarantee charges		—			—			—			—
Contingent deferred sales charges		197			3			305			207
Other contract charges		951			88			5,464			3,696
Amortization of deferred charges		2			—			—			—

Total expenses		8,692			343			26,218			18,961

Net investment income (loss)		(8,692	)		(343	)		(26,218	)		(15,961	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		40,539			322			1,458			497
Capital gains distributions		—			—			288			610

Total realized gain (loss) on investments and capital gains distributions		40,539			322			1,746			1,107
Net unrealized appreciation (depreciation) of investments		(16,040	)		859			185,941			47,900

Net realized and unrealized gain (loss) on investments		24,499			1,181			187,687			49,007

Net increase (decrease) in net assets resulting from operations	$	15,807		$	838		$	161,469		$	33,046

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING American Funds International Portfolio			ING Capital Guardian Small/Mid Cap Portfolio - Service Class			ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class			ING Capital Guardian U.S. Equities Portfolio - Service Class			ING Capital Guardian U.S. Equities Portfolio - Service 2 Class

Net investment income (loss)
Income:
Dividends	$	2,467		$	824		$	14		$	2,667		$	38

Total investment income		2,467			824			14			2,667			38
Expenses:
Mortality, expense risk and other charges		8,218			7,891			145			10,433			177
Annual administrative charges		140			178			2			185			2
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		106			166			3			247			—
Other contract charges		2,029			1,215			52			2,047			63
Amortization of deferred charges		—			2			—			1			—

Total expenses		10,493			9,452			202			12,913			242

Net investment income (loss)		(8,026	)		(8,628	)		(188	)		(10,246	)		(204	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		1,905			29,745			218			9,136			321
Capital gains distributions		887			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		2,792			29,745			218			9,136			321
Net unrealized appreciation (depreciation) of investments		102,227			(38,485	)		(293	)		23,268			282

Net realized and unrealized gain (loss) on investments		105,019			(8,740	)		(75	)		32,404			603

Net increase (decrease) in net assets resulting from operations	$	96,993		$	(17,368	)	$	(263	)	$	22,158		$	399

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Eagle Asset Capital Appreciation Portfolio - Service Class			ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class			ING Evergreen Health Sciences Portfolio - Class S			ING Evergreen Health Sciences Portfolio - Service 2 Class			ING Evergreen Omega Portfolio - Class A

Net investment income (loss)
Income:
Dividends	$	2,432		$	31		$	7		$	—		$	—

Total investment income		2,432			31			7			—			—
Expenses:
Mortality, expense risk and other charges		3,266			42			1,336			57			13
Annual administrative charges		69			—			42			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		71			—			39			1			—
Other contract charges		351			14			340			20			4
Amortization of deferred charges		—			—			—			—			—

Total expenses		3,757			56			1,757			78			17

Net investment income (loss)		(1,325	)		(25	)		(1,750	)		(78	)		(17	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		7,892			37			1,583			493			10
Capital gains distributions		—			—			5,064			—			—

Total realized gain (loss) on investments and capital gains distributions		7,892			37			6,647			493			10
Net unrealized appreciation (depreciation) of investments		(10,169	)		(49	)		3,512			(166	)		42

Net realized and unrealized gain (loss) on investments		(2,277	)		(12	)		10,159			327			52

Net increase (decrease) in net assets resulting from operations	$	(3,602	)	$	(37	)	$	8,409		$	249		$	35

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Evergreen Omega Portfolio - Service Class			ING FMR^SM Diversified Mid Cap Portfolio - Service Class			ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class			ING FMR^SM Earnings Growth Portfolio - Service Class			ING FMR^SM Earnings Growth Portfolio - Service 2 Class

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	12		$	—

Total investment income		—			—			—			12			—
Expenses:
Mortality, expense risk and other charges		83			5,200			267			44			—
Annual administrative charges		2			156			5			2			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		1			121			1			—			—
Other contract charges		22			1,098			90			2			—
Amortization of deferred charges		—			—			—			—			—

Total expenses		108			6,575			363			48			—

Net investment income (loss)		(108	)		(6,575	)		(363	)		(36	)		—

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		135			12,090			282			30			—
Capital gains distributions		—			21,616			1,084			23			—

Total realized gain (loss) on investments and capital gains distributions		135			33,706			1,366			53			—
Net unrealized appreciation (depreciation) of investments		176			13,301			1,144			179			—

Net realized and unrealized gain (loss) on investments		311			47,007			2,510			232			—

Net increase (decrease) in net assets resulting from operations	$	203		$	40,432		$	2,147		$	196		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Global Resources Portfolio - Service Class			ING Global Resources Portfolio - Service 2 Class			ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class			ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class			ING International Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	2,026		$	123		$	—		$	—		$	4,038

Total investment income		2,026			123			—			—			4,038
Expenses:
Mortality, expense risk and other charges		4,501			275			1,075			87			2,727
Annual administrative charges		100			5			21			2			59
Minimum death benefit guarantee charges		1			—			—			—			—
Contingent deferred sales charges		173			2			16			—			57
Other contract charges		946			99			304			32			346
Amortization of deferred charges		—			—			—			—			—

Total expenses		5,721			381			1,416			121			3,189

Net investment income (loss)		(3,695	)		(258	)		(1,416	)		(121	)		849

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		16,258			348			4,626			77			10,573
Capital gains distributions		12,846			779			3,161			257			8,260

Total realized gain (loss) on investments and capital gains distributions		29,104			1,127			7,787			334			18,833
Net unrealized appreciation (depreciation) of investments		52,783			3,988			(7,142	)		(196	)		(7,286	)

Net realized and unrealized gain (loss) on investments		81,887			5,115			645			138			11,547

Net increase (decrease) in net assets resulting from operations	$	78,192		$	4,857		$	(771	)	$	17		$	12,396

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING International Portfolio - Service 2 Class			ING Janus Contrarian Portfolio - Service Class			ING Janus Contrarian Portfolio - Service 2 Class			ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class			ING JPMorgan Emerging Markets Equity Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	244		$	44		$	2		$	11		$	149

Total investment income		244			44			2			11			149
Expenses:
Mortality, expense risk and other charges		171			1,123			51			216			3,442
Annual administrative charges		2			26			1			4			85
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		2			42			—			3			68
Other contract charges		63			255			18			77			689
Amortization of deferred charges		—			—			—			—			—

Total expenses		238			1,446			70			300			4,284

Net investment income (loss)		6			(1,402	)		(68	)		(289	)		(4,135	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		416			6,143			173			196			13,512
Capital gains distributions		502			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		918			6,143			173			196			13,512
Net unrealized appreciation (depreciation) of investments		(180	)		3,792			291			3,946			53,031

Net realized and unrealized gain (loss) on investments		738			9,935			464			4,142			66,543

Net increase (decrease) in net assets resulting from operations	$	744		$	8,533		$	396		$	3,853		$	62,408

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING JPMorgan Small Cap Equity Portfolio - Service Class			ING JPMorgan Small Cap Equity Portfolio - Service 2 Class			ING JPMorgan Value Opportunities Portfolio - Service Class			ING JPMorgan Value Opportunities Portfolio - Service 2 Class			ING Julius Baer Foreign Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	—		$	199

Total investment income		—			—			—			—			199
Expenses:
Mortality, expense risk and other charges		2,826			695			230			5			4,518
Annual administrative charges		40			11			6			—			81
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		40			5			2			—			59
Other contract charges		761			250			13			1			1,227
Amortization of deferred charges		—			—			—			—			—

Total expenses		3,667			961			251			6			5,885

Net investment income (loss)		(3,667	)		(961	)		(251	)		(6	)		(5,686	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		8,300			481			(133	)		3			4,925
Capital gains distributions		16,422			3,939			—			—			25,036

Total realized gain (loss) on investments and capital gains distributions		24,722			4,420			(133	)		3			29,961
Net unrealized appreciation (depreciation) of investments		(18,130	)		(2,580	)		915			19			12,668

Net realized and unrealized gain (loss) on investments		6,592			1,840			782			22			42,629

Net increase (decrease) in net assets resulting from operations	$	2,925		$	879		$	531		$	16		$	36,943

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Julius Baer Foreign Portfolio - Service 2 Class			ING Legg Mason Value Portfolio - Service Class			ING Legg Mason Value - Service 2 Class			ING LifeStyle Aggressive Growth Portfolio - Service 1 Class			ING LifeStyle Growth Portfolio - Service 1 Class

Net investment income (loss)
Income:
Dividends	$	10		$	—		$	—		$	349		$	3,030

Total investment income		10			—			—			349			3,030
Expenses:
Mortality, expense risk and other charges		490			5,687			349			7,793			16,194
Annual administrative charges		7			105			5			177			164
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		6			100			2			107			164
Other contract charges		171			1,275			117			2,403			4,769
Amortization of deferred charges		—			—			—			—			—

Total expenses		674			7,167			473			10,480			21,291

Net investment income (loss)		(664	)		(7,167	)		(473	)		(10,131	)		(18,261	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		210			140			568			362			—
Capital gains distributions		2,716			658			39			827			2,766

Total realized gain (loss) on investments and capital gains distributions		2,926			798			607			1,189			2,766
Net unrealized appreciation (depreciation) of investments		1,776			22,857			1,101			47,272			81,446

Net realized and unrealized gain (loss) on investments		4,702			23,655			1,708			48,461			84,212

Net increase (decrease) in net assets resulting from operations	$	4,038		$	16,488		$	1,235		$	38,330		$	65,951

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING LifeStyle Moderate Growth Portfolio - Service 1 Class			ING LifeStyle Moderate Portfolio - Service 1 Class			ING Limited Maturity Bond Portfolio - Service Class			ING Liquid Assets Portfolio - Service Class			ING Liquid Assets Portfolio - Service 2 Class

Net investment income (loss)
Income:
Dividends	$	5,249		$	3,072		$	14,385		$	18,354		$	333

Total investment income		5,249			3,072			14,385			18,354			333
Expenses:
Mortality, expense risk and other charges		14,652			6,368			4,924			11,076			226
Annual administrative charges		264			103			103			645			7
Minimum death benefit guarantee charges		—			—			1			3			—
Contingent deferred sales charges		260			125			189			38,286			660
Other contract charges		3,696			1,371			408			1,312			75
Amortization of deferred charges		1			—			5			4			—

Total expenses		18,873			7,967			5,630			51,326			968

Net investment income (loss)		(13,624	)		(4,895	)		8,755			(32,972	)		(635	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		668			3,472			(3,699	)		—			—
Capital gains distributions		4,025			1,665			842			—			—

Total realized gain (loss) on investments and capital gains distributions		4,693			5,137			(2,857	)		—			—
Net unrealized appreciation (depreciation) of investments		53,813			16,794			(6,689	)		—			—

Net realized and unrealized gain (loss) on investments		58,506			21,931			(9,546	)		—			—

Net increase (decrease) in net assets resulting from operations	$	44,882		$	17,036		$	(791	)	$	(32,972	)	$	(635	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Lord Abbett Affiliated Portfolio - Service Class			ING Lord Abbett Affiliated Portfolio - Service 2 Class			ING MarketPro Portfolio - Class S			ING MarketPro Portfolio - Class S2			ING MarketStyle Growth Portfolio - Class S

Net investment income (loss)
Income:
Dividends	$	1,594		$	30		$	—		$	—		$	—

Total investment income		1,594			30			—			—			—
Expenses:
Mortality, expense risk and other charges		2,243			41			5			—			4
Annual administrative charges		38			1			—			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		51			—			—			—			—
Other contract charges		422			11			—			—			1
Amortization of deferred charges		—			—			—			—			—

Total expenses		2,754			53			5			—			5

Net investment income (loss)		(1,160	)		(23	)		(5	)		—			(5	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		1,031			38			—			—			—
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		1,031			38			—			—			—
Net unrealized appreciation (depreciation) of investments		3,941			76			29			(1	)		12

Net realized and unrealized gain (loss) on investments		4,972			114			29			(1	)		12

Net increase (decrease) in net assets resulting from operations	$	3,812		$	91		$	24		$	(1	)	$	7

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING MarketStyle Moderate Growth Portfolio - Class S			ING MarketStyle Moderate Portfolio - Class S			ING Marsico Growth Portfolio - Service Class			ING Marsico Growth Portfolio - Service 2 Class			ING Marsico International Opportunities Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	—		$	139

Total investment income		—			—			—			—			139
Expenses:
Mortality, expense risk and other charges		10			2			13,085			321			565
Annual administrative charges		—			—			387			4			28
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			—			373			1			9
Other contract charges		—			—			1,723			110			145
Amortization of deferred charges		—			—			2			—			—

Total expenses		10			2			15,570			436			747

Net investment income (loss)		(10	)		(2	)		(15,570	)		(436	)		(608	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—			—			34,371			384			727
Capital gains distributions		—			—			—			—			1,565

Total realized gain (loss) on investments and capital gains distributions		—			—			34,371			384			2,292
Net unrealized appreciation (depreciation) of investments		49			3			33,167			1,341			10,559

Net realized and unrealized gain (loss) on investments		49			3			67,538			1,725			12,851

Net increase (decrease) in net assets resulting from operations	$	39		$	1		$	51,968		$	1,289		$	12,243

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Mercury Large Cap Growth Portfolio - Service Class			ING Mercury Large Cap Growth Portfolio - Service 2 Class			ING Mercury Large Cap Value Portfolio - Service Class			ING Mercury Large Cap Value Portfolio - Service 2 Class			ING MFS Mid Cap Growth Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	—		$	—

Total investment income		—			—			—			—			—
Expenses:
Mortality, expense risk and other charges		967			28			714			46			9,404
Annual administrative charges		38			—			11			1			258
Minimum death benefit guarantee charges		—			—			—			—			1
Contingent deferred sales charges		13			—			16			—			247
Other contract charges		237			10			197			16			1,285
Amortization of deferred charges		—			—			—			—			2

Total expenses		1,255			38			938			63			11,197

Net investment income (loss)		(1,255	)		(38	)		(938	)		(63	)		(11,197	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		1,861			186			1,540			99			46,175
Capital gains distributions		—			—			3			—			—

Total realized gain (loss) on investments and capital gains distributions		1,861			186			1,543			99			46,175
Net unrealized appreciation (depreciation) of investments		9,013			(125	)		490			55			(33,898	)

Net realized and unrealized gain (loss) on investments		10,874			61			2,033			154			12,277

Net increase (decrease) in net assets resulting from operations	$	9,619		$	23		$	1,095		$	91		$	1,080

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING MFS Mid Cap Growth Portfolio - Service 2 Class			ING MFS Total Return Portfolio - Service Class			ING MFS Total Return Portfolio - Service 2 Class			ING MFS Utilities Portfolio -Service Class			ING Oppenheimer Main Street Portfolio® - Service Class

Net investment income (loss)
Income:
Dividends	$	—		$	28,441		$	951		$	1,053		$	4,290

Total investment income		—			28,441			951			1,053			4,290
Expenses:
Mortality, expense risk and other charges		306			21,323			763			1,002			7,498
Annual administrative charges		5			431			9			36			202
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		4			552			5			29			219
Other contract charges		111			2,925			247			236			786
Amortization of deferred charges		—			1			—			—			2

Total expenses		426			25,232			1,024			1,303			8,707

Net investment income (loss)		(426	)		3,209			(73	)		(250	)		(4,417	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		899			11,960			380			1,944			394
Capital gains distributions		—			45,005			1,509			3,073			—

Total realized gain (loss) on investments and capital gains distributions		899			56,965			1,889			5,017			394
Net unrealized appreciation (depreciation) of investments		(337	)		(48,418	)		(1,601	)		(1,580	)		20,294

Net realized and unrealized gain (loss) on investments		562			8,547			288			3,437			20,688

Net increase (decrease) in net assets resulting from operations	$	136		$	11,756		$	215		$	3,187		$	16,271

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Oppenheimer Main Street Portfolio® - Service 2 Class			ING PIMCO Core Bond Portfolio - Service Class			ING PIMCO Core Bond Portfolio - Service 2 Class			ING PIMCO High Yield Portfolio - Service Class			ING Pioneer Fund Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	33		$	21,137		$	1,099		$	42,181		$	318

Total investment income		33			21,137			1,099			42,181			318
Expenses:
Mortality, expense risk and other charges		62			10,234			579			10,486			384
Annual administrative charges		1			173			7			319			16
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			238			4			261			6
Other contract charges		19			1,537			190			1,784			96
Amortization of deferred charges		—			(1	)		—			—			—

Total expenses		82			12,181			780			12,850			502

Net investment income (loss)		(49	)		8,956			319			29,331			(184	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		52			4,572			46			5,447			32
Capital gains distributions		—			5,721			306			1,502			17

Total realized gain (loss) on investments and capital gains distributions		52			10,293			352			6,949			49
Net unrealized appreciation (depreciation) of investments		147			(16,867	)		(719	)		(22,893	)		2,279

Net realized and unrealized gain (loss) on investments		199			(6,574	)		(367	)		(15,944	)		2,328

Net increase (decrease) in net assets resulting from operations	$	150		$	2,382		$	(48	)	$	13,387		$	2,144

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Pioneer Mid Cap Value Portfolio - Service Class			ING Salomon Brothers All Cap Portfolio - Service Class			ING Salomon Brothers All Cap Portfolio - Service 2 Class			ING T. Rowe Price Capital Appreciation Portfolio - Service Class			ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class

Net investment income (loss)
Income:
Dividends	$	—		$	1,932		$	102		$	26,658		$	980

Total investment income		—			1,932			102			26,658			980
Expenses:
Mortality, expense risk and other charges		3,090			6,630			314			34,378			1,326
Annual administrative charges		129			128			5			658			18
Minimum death benefit guarantee charges		—			—			—			1			—
Contingent deferred sales charges		48			159			2			777			7
Other contract charges		821			1,203			111			6,167			455
Amortization of deferred charges		—			—			—			5			—

Total expenses		4,088			8,120			432			41,986			1,806

Net investment income (loss)		(4,088	)		(6,188	)		(330	)		(15,328	)		(826	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		691			7,112			232			14,747			486
Capital gains distributions		—			—			—			71,132			2,614

Total realized gain (loss) on investments and capital gains distributions		691			7,112			232			85,879			3,100
Net unrealized appreciation (depreciation) of investments		17,176			6,550			620			45,590			1,906

Net realized and unrealized gain (loss) on investments		17,867			13,662			852			131,469			5,006

Net increase (decrease) in net assets resulting from operations	$	13,779		$	7,474		$	522		$	116,141		$	4,180

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING T. Rowe Price Equity Income Portfolio - Service Class			ING T. Rowe Price Equity Income Portfolio - Service 2 Class			ING Templeton Global Growth Portfolio - Service Class			ING Templeton Global Growth Portfolio - Service 2 Class			ING UBS U.S. Allocation Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	10,757		$	305		$	2,630		$	42		$	1,373

Total investment income		10,757			305			2,630			42			1,373
Expenses:
Mortality, expense risk and other charges		15,523			483			5,926			97			1,831
Annual administrative charges		293			7			113			1			34
Minimum death benefit guarantee charges		2			—			—			—			—
Contingent deferred sales charges		323			5			104			—			50
Other contract charges		3,033			170			1,018			35			355
Amortization of deferred charges		7			—			1			—			—

Total expenses		19,181			665			7,162			133			2,270

Net investment income (loss)		(8,424	)		(360	)		(4,532	)		(91	)		(897	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		8,927			874			8,603			152			1,170
Capital gains distributions		21,970			643			—			—			—

Total realized gain (loss) on investments and capital gains distributions		30,897			1,517			8,603			152			1,170
Net unrealized appreciation (depreciation) of investments		(5,030	)		(709	)		22,661			394			4,474

Net realized and unrealized gain (loss) on investments		25,867			808			31,264			546			5,644

Net increase (decrease) in net assets resulting from operations	$	17,443		$	448		$	26,732		$	455		$	4,747

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING UBS U.S. Allocation Portfolio - Service 2 Class			ING Van Kampen Equity Growth Portfolio - Service Class			ING Van Kampen Equity Growth Portfolio - Service 2 Class			ING Van Kampen Global Franchise Portfolio - Service Class			ING Van Kampen Global Franchise Portfolio - Service 2 Class

Net investment income (loss)
Income:
Dividends	$	56		$	152		$	28		$	369		$	76

Total investment income		56			152			28			369			76
Expenses:
Mortality, expense risk and other charges		75			770			194			2,971			950
Annual administrative charges		1			17			3			53			15
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			9			1			43			4
Other contract charges		26			216			69			814			323
Amortization of deferred charges		—			—			—			—			—

Total expenses		102			1,012			267			3,881			1,292

Net investment income (loss)		(46	)		(860	)		(239	)		(3,512	)		(1,216	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		67			2,019			232			5,876			268
Capital gains distributions		—			—			—			1,902			568

Total realized gain (loss) on investments and capital gains distributions		67			2,019			232			7,778			836
Net unrealized appreciation (depreciation) of investments		163			4,593			1,390			10,038			4,796

Net realized and unrealized gain (loss) on investments		230			6,612			1,622			17,816			5,632

Net increase (decrease) in net assets resulting from operations	$	184		$	5,752		$	1,383		$	14,304		$	4,416

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Van Kampen Growth and Income Portfolio - Service Class			ING Van Kampen Growth and Income Portfolio - Service 2 Class			ING Van Kampen Real Estate Portfolio - Service Class			ING Van Kampen Real Estate Portfolio - Service 2 Class			ING VP Index Plus International Equity Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	7,868		$	622		$	6,604		$	238		$	—

Total investment income		7,868			622			6,604			238			—
Expenses:
Mortality, expense risk and other charges		12,520			1,093			10,325			412			—
Annual administrative charges		301			15			220			7			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		294			7			239			4			—
Other contract charges		1,396			360			2,109			145			—
Amortization of deferred charges		3			—			1			—			—

Total expenses		14,514			1,475			12,894			568			—

Net investment income (loss)		(6,646	)		(853	)		(6,290	)		(330	)		—

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		12,167			2,006			24,716			753			—
Capital gains distributions		—			—			18,354			697			1

Total realized gain (loss) on investments and capital gains distributions		12,167			2,006			43,070			1,450			1
Net unrealized appreciation (depreciation) of investments		54,120			3,316			48,208			2,244			(1	)

Net realized and unrealized gain (loss) on investments		66,287			5,322			91,278			3,694			—

Net increase (decrease) in net assets resulting from operations	$	59,641		$	4,469		$	84,988		$	3,364		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class			ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class			ING Wells Fargo Small Cap Disciplined Portfolio - Service Class			ING American Century Large Company Value Portfolio - Service Class			ING American Century Select Portfolio - Initial Class

Net investment income (loss)
Income:
Dividends	$	1,801		$	20		$	—		$	9		$	—

Total investment income		1,801			20			—			9			—
Expenses:
Mortality, expense risk and other charges		4,607			62			—			7			4
Annual administrative charges		128			1			—			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		120			1			—			—			—
Other contract charges		416			21			—			—			—
Amortization of deferred charges		2			—			—			—			—

Total expenses		5,273			85			—			7			4

Net investment income (loss)		(3,472	)		(65	)		—			2			(4	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		3,819			107			—			50			14
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		3,819			107			—			50			14
Net unrealized appreciation (depreciation) of investments		9,505			76			(1	)		(47	)		45

Net realized and unrealized gain (loss) on investments		13,324			183			(1	)		3			59

Net increase (decrease) in net assets resulting from operations	$	9,852		$	118		$	(1	)	$	5		$	55

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING American Century Select Portfolio - Service Class			ING American Century Small Cap Value Portfolio - Service Class			ING Baron Small Cap Growth Portfolio - Service Class			ING Davis Venture Value Portfolio - Service Class			ING Fundamental Research Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	—		$	1		$	—		$	—		$	2

Total investment income		—			1			—			—			2
Expenses:
Mortality, expense risk and other charges		1			4			390			8			8
Annual administrative charges		—			—			4			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			—			3			—			—
Other contract charges		—			—			66			—			1
Amortization of deferred charges		—			—			—			—			—

Total expenses		1			4			463			8			9

Net investment income (loss)		(1	)		(3	)		(463	)		(8	)		(7	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		12			23			514			35			(4	)
Capital gains distributions		—			53			—			—			—

Total realized gain (loss) on investments and capital gains distributions		12			76			514			35			(4	)
Net unrealized appreciation (depreciation) of investments		(27	)		(38	)		1,024			(21	)		21

Net realized and unrealized gain (loss) on investments		(15	)		38			1,538			14			17

Net increase (decrease) in net assets resulting from operations	$	(16	)	$	35		$	1,075		$	6		$	10

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Goldman Sachs® Capital Growth Portfolio - Service Class		ING JPMorgan Fleming International Portfolio - Service Class			ING JPMorgan Mid Cap Value Portfolio - Service Class			ING MFS Capital Opportunities Portfolio - Initial Class			ING MFS Capital Opportunities Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	—	$	565		$	67		$	31		$	2

Total investment income		—		565			67			31			2
Expenses:
Mortality, expense risk and other charges		—		1,345			418			61			3
Annual administrative charges		—		20			4			1			—
Minimum death benefit guarantee charges		—		—			—			—			—
Contingent deferred sales charges		—		15			4			2			—
Other contract charges		—		364			19			2			—
Amortization of deferred charges		—		—			—			—			—

Total expenses		—		1,744			445			66			3

Net investment income (loss)		—		(1,179	)		(378	)		(35	)		(1	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—		5,215			1,178			241			43
Capital gains distributions		—		—			1,756			—			—

Total realized gain (loss) on investments and capital gains distributions		—		5,215			2,934			241			43
Net unrealized appreciation (depreciation) of investments		—		2,140			(948	)		(216	)		(45	)

Net realized and unrealized gain (loss) on investments		—		7,355			1,986			25			(2	)

Net increase (decrease) in net assets resulting from operations	$	—	$	6,176		$	1,608		$	(10	)	$	(3	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING OpCap Balanced Value Portfolio - Service Class			ING Oppenheimer Global Portfolio - Initial Class			ING Oppenheimer Global Portfolio - Service Class		ING Oppenheimer Strategic Income Portfolio - Service Class			ING PIMCO Total Return Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	5		$	152		$	212	$	62		$	38

Total investment income		5			152			212		62			38
Expenses:
Mortality, expense risk and other charges		11			154			164		20			22
Annual administrative charges		—			3			4		—			—
Minimum death benefit guarantee charges		—			—			—		—			—
Contingent deferred sales charges		—			2			1		—			—
Other contract charges		—			3			24		—			—
Amortization of deferred charges		—			—			—		—			—

Total expenses		11			162			193		20			22

Net investment income (loss)		(6	)		(10	)		19		42			16

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		46			315			476		4			8
Capital gains distributions		—			317			502		—			28

Total realized gain (loss) on investments and capital gains distributions		46			632			978		4			36
Net unrealized appreciation (depreciation) of investments		(17	)		2,620			743		(15	)		(26	)

Net realized and unrealized gain (loss) on investments		29			3,252			1,721		(11	)		10

Net increase (decrease) in net assets resulting from operations	$	23		$	3,242		$	1,740	$	31		$	26

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Salomon Brothers Aggressive Growth Portfolio - Service Class			ING Solution 2015 Portfolio - Service Class			ING Solution 2025 Portfolio - Service Class		ING Solution 2035 Portfolio - Service Class		ING Solution 2045 Portfolio - Service Class

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—	$	—	$	—

Total investment income		—			—			—		—		—
Expenses:
Mortality, expense risk and other charges		2,279			1			—		—		—
Annual administrative charges		40			—			—		—		—
Minimum death benefit guarantee charges		—			—			—		—		—
Contingent deferred sales charges		28			—			—		—		—
Other contract charges		723			—			—		—		—
Amortization of deferred charges		—			—			—		—		—

Total expenses		3,070			1			—		—		—

Net investment income (loss)		(3,070	)		(1	)		—		—		—

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		1,075			—			—		—		—
Capital gains distributions		—			—			—		—		—

Total realized gain (loss) on investments and capital gains distributions		1,075			—			—		—		—
Net unrealized appreciation (depreciation) of investments		14,115			11			1		1		—

Net realized and unrealized gain (loss) on investments		15,190			11			1		1		—

Net increase (decrease) in net assets resulting from operations	$	12,120		$	10		$	1	$	1	$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class			ING T. Rowe Price Growth Equity Portfolio - Service Class			ING UBS U.S. Large Cap Equity Portfolio - Service Class			ING Van Kampen Comstock Portfolio - Service Class			ING Van Kampen Equity and Income Portfolio - Initial Class

Net investment income (loss)
Income:
Dividends	$	—		$	14		$	20		$	698		$	4

Total investment income		—			14			20			698			4
Expenses:
Mortality, expense risk and other charges		5			27			51			2,282			24
Annual administrative charges		—			—			1			33			5
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			—			2			19			2
Other contract charges		—			—			7			631			28
Amortization of deferred charges		—			—			—			—			—

Total expenses		5			27			61			2,965			59

Net investment income (loss)		(5	)		(13	)		(41	)		(2,267	)		(55	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		8			185			275			586			31
Capital gains distributions		10			—			—			4,933			4

Total realized gain (loss) on investments and capital gains distributions		18			185			275			5,519			35
Net unrealized appreciation (depreciation) of investments		37			(18	)		209			(266	)		341

Net realized and unrealized gain (loss) on investments		55			167			484			5,253			376

Net increase (decrease) in net assets resulting from operations	$	50		$	154		$	443		$	2,986		$	321

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING Van Kampen Equity and Income Portfolio - Service Class			ING VP Strategic Allocation Balanced Portfolio -Class S		ING VP Strategic Allocation Growth Portfolio -Class S		ING VP Strategic Allocation Income Portfolio - Class S		ING VP Growth and Income Portfolio - Class S

Net investment income (loss)
Income:
Dividends	$	—		$	2	$	—	$	—	$	23

Total investment income		—			2		—		—		23
Expenses:
Mortality, expense risk and other charges		166			1		—		—		17
Annual administrative charges		—			—		—		—		—
Minimum death benefit guarantee charges		—			—		—		—		—
Contingent deferred sales charges		—			—		—		—		—
Other contract charges		—			—		—		—		—
Amortization of deferred charges		—			—		—		—		—

Total expenses		166			1		—		—		17

Net investment income (loss)		(166	)		1		—		—		6

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		28			—		—		—		99
Capital gains distributions		5			—		—		—		—

Total realized gain (loss) on investments and capital gains distributions		33			—		—		—		99
Net unrealized appreciation (depreciation) of investments		882			8		1		2		40

Net realized and unrealized gain (loss) on investments		915			8		1		2		139

Net increase (decrease) in net assets resulting from operations	$	749		$	9	$	1	$	2	$	145

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING GET U.S. Core Portfolio - Series 1			ING GET U.S. Core Portfolio - Series 2			ING GET U.S. Core Portfolio - Series 3			ING GET U.S. Core Portfolio - Series 4			ING GET U.S. Core Portfolio - Series 5

Net investment income (loss)
Income:
Dividends	$	3,625		$	2,821		$	2,328		$	1,108		$	389

Total investment income		3,625			2,821			2,328			1,108			389
Expenses:
Mortality, expense risk and other charges		3,190			2,217			2,491			1,454			844
Annual administrative charges		45			30			31			19			11
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		104			61			59			35			13
Other contract charges		1			1			—			1			—
Amortization of deferred charges		—			—			—			—			—

Total expenses		3,340			2,309			2,581			1,509			868

Net investment income (loss)		285			512			(253	)		(401	)		(479	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		1,267			299			(55	)		659			314
Capital gains distributions		5,863			2,298			151			342			662

Total realized gain (loss) on investments and capital gains distributions		7,130			2,597			96			1,001			976
Net unrealized appreciation (depreciation) of investments		(8,740	)		(4,631	)		(1,798	)		(1,359	)		(379	)

Net realized and unrealized gain (loss) on investments		(1,610	)		(2,034	)		(1,702	)		(358	)		597

Net increase (decrease) in net assets resulting from operations	$	(1,325	)	$	(1,522	)	$	(1,955	)	$	(759	)	$	118

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING GET U.S. Core Portfolio - Series 6			ING GET U.S. Core Portfolio - Series 7			ING GET U.S. Core Portfolio - Series 8			ING GET U.S. Core Portfolio - Series 9			ING GET U.S. Core Portfolio - Series 10

Net investment income (loss)
Income:
Dividends	$	198		$	27		$	—		$	—		$	—

Total investment income		198			27			—			—			—
Expenses:
Mortality, expense risk and other charges		1,077			788			193			116			26
Annual administrative charges		11			12			5			3			1
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		32			7			5			3			—
Other contract charges		—			—			—			—			—
Amortization of deferred charges		—			—			—			—			—

Total expenses		1,120			807			203			122			27

Net investment income (loss)		(922	)		(780	)		(203	)		(122	)		(27	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		358			107			40			4			6
Capital gains distributions		5			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		363			107			40			4			6
Net unrealized appreciation (depreciation) of investments		758			684			258			9			(66	)

Net realized and unrealized gain (loss) on investments		1,121			791			298			13			(60	)

Net increase (decrease) in net assets resulting from operations	$	199		$	11		$	95		$	(109	)	$	(87	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING GET U.S. Core Portfolio - Series 11			ING VP Global Equity Dividend Portfolio			ING VP Global Science and Technology Portfolio - Class S		ING VP Growth Portfolio - Class S			ING VP Index Plus LargeCap Portfolio - Class S

Net investment income (loss)
Income:
Dividends	$	—		$	1,766		$	—	$	1		$	1,841

Total investment income		—			1,766			—		1			1,841
Expenses:
Mortality, expense risk and other charges		1			972			—		3			2,541
Annual administrative charges		—			19			—		—			37
Minimum death benefit guarantee charges		—			—			—		—			—
Contingent deferred sales charges		—			22			—		—			41
Other contract charges		—			231			—		—			604
Amortization of deferred charges		—			—			—		—			—

Total expenses		1			1,244			—		3			3,223

Net investment income (loss)		(1	)		522			—		(2	)		(1,382	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—			1,206			—		22			4,313
Capital gains distributions		—			—			—		—			—

Total realized gain (loss) on investments and capital gains distributions		—			1,206			—		22			4,313
Net unrealized appreciation (depreciation) of investments		3			(472	)		6		—			2,136

Net realized and unrealized gain (loss) on investments		3			734			6		22			6,449

Net increase (decrease) in net assets resulting from operations	$	2		$	1,256		$	6	$	20		$	5,067

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING VP Index Plus MidCap Portfolio - Class S			ING VP Index Plus SmallCap Portfolio - Class S			ING VP International Equity Portfolio - Class S			ING VP Small Company Portfolio - Class S			ING VP Value Opportunity Portfolio - Class S

Net investment income (loss)
Income:
Dividends	$	503		$	286		$	2		$	—		$	58

Total investment income		503			286			2			—			58
Expenses:
Mortality, expense risk and other charges		2,146			1,851			3			11			87
Annual administrative charges		38			31			—			—			6
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		41			25			—			—			2
Other contract charges		381			354			—			—			7
Amortization of deferred charges		—			—			—			—			—

Total expenses		2,606			2,261			3			11			102

Net investment income (loss)		(2,103	)		(1,975	)		(1	)		(11	)		(44	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		3,303			2,661			24			61			222
Capital gains distributions		9,195			5,728			—			16			—

Total realized gain (loss) on investments and capital gains distributions		12,498			8,389			24			77			222
Net unrealized appreciation (depreciation) of investments		1,873			(48	)		22			29			(189	)

Net realized and unrealized gain (loss) on investments		14,371			8,341			46			106			33

Net increase (decrease) in net assets resulting from operations	$	12,268		$	6,366		$	45		$	95		$	(11	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING VP Convertible Portfolio - Class S			ING VP Financial Services Portfolio - Class S			ING VP International Value Portfolio - Class S		ING VP LargeCap Growth Portfolio - Class S			ING VP MagnaCap Portfolio - Class S

Net investment income (loss)
Income:
Dividends	$	215		$	385		$	38	$	—		$	274

Total investment income		215			385			38		—			274
Expenses:
Mortality, expense risk and other charges		133			525			18		23			424
Annual administrative charges		1			19			—		1			4
Minimum death benefit guarantee charges		—			—			—		—			—
Contingent deferred sales charges		2			9			—		1			10
Other contract charges		4			150			—		—			78
Amortization of deferred charges		—			—			—		—			—

Total expenses		140			703			18		25			516

Net investment income (loss)		75			(318	)		20		(25	)		(242	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		148			802			47		63			4,434
Capital gains distributions		6			1,135			91		—			2,377

Total realized gain (loss) on investments and capital gains distributions		154			1,937			138		63			6,811
Net unrealized appreciation (depreciation) of investments		(316	)		3,252			73		(15	)		(5,179	)

Net realized and unrealized gain (loss) on investments		(162	)		5,189			211		48			1,632

Net increase (decrease) in net assets resulting from operations	$	(87	)	$	4,871		$	231	$	23		$	1,390

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ING VP MidCap Opportunities Portfolio - Class S			ING VP Real Estate Portfolio - Class S		ING VP SmallCap Opportunities Portfolio - Class S			ING VP Balanced Portfolio - Class S			ING VP Intermediate Bond Portfolio - Class S

Net investment income (loss)
Income:
Dividends	$	—		$	7	$	—		$	65		$	9,891

Total investment income		—			7		—			65			9,891
Expenses:
Mortality, expense risk and other charges		547			3		1,790			29			4,017
Annual administrative charges		11			—		35			—			82
Minimum death benefit guarantee charges		—			—		—			—			—
Contingent deferred sales charges		9			—		31			—			137
Other contract charges		141			—		501			—			862
Amortization of deferred charges		—			—		—			—			—

Total expenses		708			3		2,357			29			5,098

Net investment income (loss)		(708	)		4		(2,357	)		36			4,793

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		482			7		3,397			97			(1,866	)
Capital gains distributions		—			—		—			—			1,296

Total realized gain (loss) on investments and capital gains distributions		482			7		3,397			97			(570	)
Net unrealized appreciation (depreciation) of investments		2,587			17		5,832			(45	)		(2,599	)

Net realized and unrealized gain (loss) on investments		3,069			24		9,229			52			(3,169	)

Net increase (decrease) in net assets resulting from operations	$	2,361		$	28	$	6,872		$	88		$	1,624

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Janus Aspen Series Balanced Portfolio - Service Shares			Janus Aspen Series Flexible Income Portfolio - Service Shares			Janus Aspen Series Growth Portfolio - Service Shares			Janus Aspen Series Worldwide Growth Portfolio - Service Shares			Colonial Small Cap Value Fund VS Class B

Net investment income (loss)
Income:
Dividends	$	—		$	—		$	—		$	—		$	—

Total investment income		—			—			—			—			—
Expenses:
Mortality, expense risk and other charges		10			5			2			28			5,203
Annual administrative charges		—			—			—			—			96
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			—			—			1			104
Other contract charges		—			—			—			—			1,525
Amortization of deferred charges		—			—			—			—			—

Total expenses		10			5			2			29			6,928

Net investment income (loss)		(10	)		(5	)		(2	)		(29	)		(6,928	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		333			(48	)		61			552			3,411
Capital gains distributions		—			—			—			—			653

Total realized gain (loss) on investments and capital gains distributions		333			(48	)		61			552			4,064
Net unrealized appreciation (depreciation) of investments		(444	)		53			(101	)		(812	)		15,535

Net realized and unrealized gain (loss) on investments		(111	)		5			(40	)		(260	)		19,599

Net increase (decrease) in net assets resulting from operations	$	(121	)	$	—		$	(42	)	$	(289	)	$	12,671

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Oppenheimer Global Securities Fund/VA -Service Class			Oppenheimer Main Street Small Cap Fund®/VA - Service Class		Oppenheimer Strategic Bond Fund/VA - Service Class			PIMCO Real Return Portfolio - Admin Class			PIMCO StocksPLUS® Growth and Income Admin Class

Net investment income (loss)
Income:
Dividends	$	66		$	—	$	62		$	3		$	3,395

Total investment income		66			—		62			3			3,395
Expenses:
Mortality, expense risk and other charges		23			—		5			1			2,494
Annual administrative charges		—			—		—			—			59
Minimum death benefit guarantee charges		—			—		—			—			—
Contingent deferred sales charges		—			—		—			—			84
Other contract charges		—			—		—			—			208
Amortization of deferred charges		—			—		—			—			—

Total expenses		23			—		5			1			2,845

Net investment income (loss)		43			—		57			2			550

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		823			—		(18	)		—			2,246
Capital gains distributions		—			—		—			4			—

Total realized gain (loss) on investments and capital gains distributions		823			—		(18	)		4			2,246
Net unrealized appreciation (depreciation) of investments		(1,329	)		2		(56	)		(4	)		(992	)

Net realized and unrealized gain (loss) on investments		(506	)		2		(74	)		—			1,254

Net increase (decrease) in net assets resulting from operations	$	(463	)	$	2	$	(17	)	$	2		$	1,804

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Pioneer Equity- Income VCT Portfolio - Class II		Pioneer Fund VCT Portfolio - Class II			Pioneer Mid Cap Value VCT Portfolio - Class II			Pioneer Small Company VCT Portfolio - Class II			ProFund VP Bull

Net investment income (loss)
Income:
Dividends	$	55	$	622		$	1,040		$	—		$	202

Total investment income		55		622			1,040			—			202
Expenses:
Mortality, expense risk and other charges		23		1,001			6,270			120			1,289
Annual administrative charges		—		5			33			2			25
Minimum death benefit guarantee charges		—		—			—			—			—
Contingent deferred sales charges		—		28			130			4			43
Other contract charges		—		249			1,733			4			233
Amortization of deferred charges		—		—			—			—			—

Total expenses		23		1,283			8,166			130			1,590

Net investment income (loss)		32		(661	)		(7,126	)		(130	)		(1,388	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		83		14,455			86,899			283			5,190
Capital gains distributions		—		—			29,800			773			—

Total realized gain (loss) on investments and capital gains distributions		83		14,455			116,699			1,056			5,190
Net unrealized appreciation (depreciation) of investments		4		(13,119	)		(95,698	)		(960	)		(4,160	)

Net realized and unrealized gain (loss) on investments		87		1,336			21,001			96			1,030

Net increase (decrease) in net assets resulting from operations	$	119	$	675		$	13,875		$	(34	)	$	(358	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	ProFund VP Europe 30			ProFund VP Rising Rates Opportunity			ProFund VP Small-Cap			Jennison Portfolio - Class II			SP William Blair International Growth Portfolio - Class II

Net investment income (loss)
Income:
Dividends	$	47		$	—		$	—		$	—		$	240

Total investment income		47			—			—			—			240
Expenses:
Mortality, expense risk and other charges		560			951			1,878			782			1,259
Annual administrative charges		11			14			29			4			5
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		15			40			45			10			19
Other contract charges		110			180			421			147			328
Amortization of deferred charges		—			—			—			—			—

Total expenses		696			1,185			2,373			943			1,611

Net investment income (loss)		(649	)		(1,185	)		(2,373	)		(943	)		(1,371	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		1,438			(9,704	)		2,289			17,586			15,847
Capital gains distributions		3,403			—			12,707			—			4,924

Total realized gain (loss) on investments and capital gains distributions		4,841			(9,704	)		14,996			17,586			20,771
Net unrealized appreciation (depreciation) of investments		(2,629	)		4,353			(14,537	)		(14,001	)		(15,242	)

Net realized and unrealized gain (loss) on investments		2,212			(5,351	)		459			3,585			5,529

Net increase (decrease) in net assets resulting from operations	$	1,563		$	(6,536	)	$	(1,914	)	$	2,642		$	4,158

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Putnam VT Discovery Growth - Class IB Shares			Putnam VT Growth and Income Fund - Class IB Shares			Putnam VT International Growth and Income Fund - Class IB Shares			Liberty Asset Allocation Fund Var. Series Class A			Liberty Equity Fund Var. Series Class A

Net investment income (loss)
Income:
Dividends	$	—		$	51		$	29		$	14		$	—

Total investment income		—			51			29			14			—
Expenses:
Mortality, expense risk and other charges		32			36			51			9			1
Annual administrative charges		—			—			1			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			1			—			—			—
Other contract charges		—			—			—			—			—
Amortization of deferred charges		—			—			—			—			—

Total expenses		32			37			52			9			1

Net investment income (loss)		(32	)		14			(23	)		5			(1	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		588			661			280			25			(140	)
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		588			661			280			25			(140	)
Net unrealized appreciation (depreciation) of investments		(547	)		(645	)		116			(6	)		141

Net realized and unrealized gain (loss) on investments		41			16			396			19			1

Net increase (decrease) in net assets resulting from operations	$	9		$	30		$	373		$	24		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Liberty Federal Securities Fund Var. Series Class A			Liberty Small Company Growth Fund Var. Series Class A			Smith Barney High Income			Smith Barney International All Cap Growth			Smith Barney Large Cap Value SB

Net investment income (loss)
Income:
Dividends	$	5		$	—		$	16		$	2		$	5

Total investment income		5			—			16			2			5
Expenses:
Mortality, expense risk and other charges		1			1			3			2			6
Annual administrative charges		—			—			—			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		—			—			—			—			—
Other contract charges		—			—			—			—			—
Amortization of deferred charges		—			—			—			—			—

Total expenses		1			1			3			2			6

Net investment income (loss)		4			(1	)		13			—			(1	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—			2			(44	)		(4	)		(15	)
Capital gains distributions		—			—			—			—			—

Total realized gain (loss) on investments and capital gains distributions		—			2			(44	)		(4	)		(15	)
Net unrealized appreciation (depreciation) of investments		(3	)		—			32			18			31

Net realized and unrealized gain (loss) on investments		(3	)		2			(12	)		14			16

Net increase (decrease) in net assets resulting from operations	$	1		$	1		$	1		$	14		$	15

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Smith Barney Money Market SB			UBS U.S. Allocation Portfolio - Class I			Wells Fargo Advantage Asset Allocation Fund			Wells Fargo Advantage C&B Large Cap Value Fund			Wells Fargo Advantage Equity Income Fund

Net investment income (loss)
Income:
Dividends	$	1		$	70		$	64		$	3		$	15

Total investment income		1			70			64			3			15
Expenses:
Mortality, expense risk and other charges		1			54			52			6			20
Annual administrative charges		—			—			1			—			—
Minimum death benefit guarantee charges		—			—			—			—			—
Contingent deferred sales charges		2			1			—			—			—
Other contract charges		—			2			18			2			5
Amortization of deferred charges		—			—			—			—			—

Total expenses		3			57			71			8			25

Net investment income (loss)		(2	)		13			(7	)		(5	)		(10	)

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		—			978			8			2			14
Capital gains distributions		—			—			72			—			—

Total realized gain (loss) on investments and capital gains distributions		—			978			80			2			14
Net unrealized appreciation (depreciation) of investments		—			(901	)		30			2			26

Net realized and unrealized gain (loss) on investments		—			77			110			4			40

Net increase (decrease) in net assets resulting from operations	$	(2	)	$	90		$	103		$	(1	)	$	30

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Operations
For the year ended December 31, 2005
(Dollars in thousands)


	Wells Fargo Advantage Large Company Growth Fund			Wells Fargo Advantage Money Market Fund		Wells Fargo Advantage Small Cap Growth Fund			Wells Fargo Advantage Total Return Bond Fund

Net investment income (loss)
Income:
Dividends	$	5		$	33	$	—		$	39

Total investment income		5			33		—			39
Expenses:
Mortality, expense risk and other charges		52			23		13			19
Annual administrative charges		1			—		—			—
Minimum death benefit guarantee charges		—			—		—			—
Contingent deferred sales charges		—			2		—			—
Other contract charges		15			2		4			5
Amortization of deferred charges		—			—		—			—

Total expenses		68			27		17			24

Net investment income (loss)		(63	)		6		(17	)		15

Realized and unrealized gain (loss) on investments
Net realized gain (loss) on investments		3			—		1			(9	)
Capital gains distributions		—			—		—			5

Total realized gain (loss) on investments and capital gains distributions		3			—		1			(4	)
Net unrealized appreciation (depreciation) of investments		192			—		55			(13	)

Net realized and unrealized gain (loss) on investments		195			—		56			(17	)

Net increase (decrease) in net assets resulting from operations	$	132		$	6	$	39		$	(2	)

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	AIM V.I. Capital Appreciation Fund - Series II Shares			AIM V.I. Core Equity Fund - Series II Shares			AIM V.I. Demographic Trends Fund - Series II Shares			AIM V.I. Financial Services Fund - Series I Shares

Net assets at January 1, 2004	$	77		$	175		$	58,307		$	59,604

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		—			(1,420	)		(926	)
Net realized gain (loss) on investments and capital gains distributions		1			7			4,717			5,682
Net unrealized appreciation (depreciation) of investments		2			5			(439	)		(2,185	)

Net increase (decrease) in net assets from operations		2			12			2,858			2,571
Changes from principal transactions:
Premiums		—			4			17,098			8,069
Surrenders and withdrawals		(10	)		(29	)		(10,596	)		(14,253	)
Death benefits		—			—			(447	)		(462	)
Transfers between Divisions (including fixed account), net		—			—			—			(18	)

Increase (decrease) in net assets derived from principal transactions		(10	)		(25	)		6,055			(6,664	)

Total increase (decrease) in net assets		(8	)		(13	)		8,913			(4,093	)

Net assets at December 31, 2004		69			162			67,220			55,511

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(1	)		(1,002	)		(752	)
Net realized gain (loss) on investments and capital gains distributions		11			35			8,072			3,693
Net unrealized appreciation (depreciation) of investments		(9	)		(33	)		(7,424	)		(5,848	)

Net increase (decrease) in net assets from operations		2			1			(354	)		(2,907	)
Changes from principal transactions:
Premiums		—			—			2,861			26
Surrenders and withdrawals		(71	)		(164	)		(69,304	)		(52,433	)
Death benefits		—			—			(405	)		(190	)
Transfers between Divisions (including fixed account), net		—			1			(18	)		(7	)

Increase (decrease) in net assets derived from principal transactions		(71	)		(163	)		(66,866	)		(52,604	)

Total increase (decrease) in net assets		(69	)		(162	)		(67,220	)		(55,511	)

Net assets at December 31, 2005	$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	AIM V.I. Growth Fund - Series II Shares			AIM V.I. Health Sciences Fund - Series I Shares			AIM V.I. Leisure Fund - Series I Shares			AIM V.I. Premier Equity Fund - Series II Shares

Net assets at January 1, 2004	$	2,729		$	86,664		$	34,410		$	174

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(59	)		(2,202	)		(801	)		(2	)
Net realized gain (loss) on investments and capital gains distributions		96			7,211			1,227			8
Net unrealized appreciation (depreciation) of investments		171			(1,367	)		4,862			(2	)

Net increase (decrease) in net assets from operations		208			3,642			5,288			4
Changes from principal transactions:
Premiums		810			13,998			15,371			2
Surrenders and withdrawals		228			(11,467	)		1,030			(23	)
Death benefits		—			(798	)		(199	)		—
Transfers between Divisions (including fixed account), net		—			(10	)		20			—

Increase (decrease) in net assets derived from principal transactions		1,038			1,723			16,222			(21	)

Total increase (decrease) in net assets		1,246			5,365			21,510			(17	)

Net assets at December 31, 2004		3,975			92,029			55,920			157

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(47	)		(1,261	)		(578	)		(1	)
Net realized gain (loss) on investments and capital gains distributions		628			13,984			4,614			24
Net unrealized appreciation (depreciation) of investments		(543	)		(9,760	)		(5,874	)		(21	)

Net increase (decrease) in net assets from operations		38			2,963			(1,838	)		2
Changes from principal transactions:
Premiums		67			65			9,982			—
Surrenders and withdrawals		(3,788	)		(94,511	)		(9,739	)		(158	)
Death benefits		(295	)		(536	)		(404	)		—
Transfers between Divisions (including fixed account), net		3			(10	)		(10	)		(1	)

Increase (decrease) in net assets derived from principal transactions		(4,013	)		(94,992	)		(171	)		(159	)

Total increase (decrease) in net assets		(3,975	)		(92,029	)		(2,009	)		(157	)

Net assets at December 31, 2005	$	—		$	—		$	53,911		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	AIM V.I. Utilities Fund - Series I Shares			AllianceBernstein VPSF Growth and Income Class B			AllianceBernstein VPSF Large Cap Growth Class B			AllianceBernstein VPSF Value Class B

Net assets at January 1, 2004	$	26,968		$	11,497		$	3,540		$	6,560

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(127	)		(147	)		(70	)		(70	)
Net realized gain (loss) on investments and capital gains distributions		3,034			37			110			188
Net unrealized appreciation (depreciation) of investments		7,772			1,425			284			850

Net increase (decrease) in net assets from operations		10,679			1,315			324			968
Changes from principal transactions:
Premiums		13,907			4,155			1,132			2,288
Surrenders and withdrawals		26,282			314			2			664
Death benefits		(279	)		(304	)		(104	)		(66	)
Transfers between Divisions (including fixed account), net		(6	)		(1	)		—			(4	)

Increase (decrease) in net assets derived from principal transactions		39,904			4,164			1,030			2,882

Total increase (decrease) in net assets		50,583			5,479			1,354			3,850

Net assets at December 31, 2004		77,551			16,976			4,894			10,410

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,472	)		2			(59	)		1
Net realized gain (loss) on investments and capital gains distributions		27,469			2,479			993			2,084
Net unrealized appreciation (depreciation) of investments		(10,452	)		(2,558	)		(719	)		(1,876	)

Net increase (decrease) in net assets from operations		15,545			(77	)		215			209
Changes from principal transactions:
Premiums		9,694			517			169			742
Surrenders and withdrawals		(101,990	)		(17,271	)		(5,233	)		(11,339	)
Death benefits		(802	)		(146	)		(45	)		(21	)
Transfers between Divisions (including fixed account), net		2			1			—			(1	)

Increase (decrease) in net assets derived from principal transactions		(93,096	)		(16,899	)		(5,109	)		(10,619	)

Total increase (decrease) in net assets		(77,551	)		(16,976	)		(4,894	)		(10,410	)

Net assets at December 31, 2005	$	—		$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	Columbia Large Cap Growth Fund VS Class A			Fidelity® VIP Contrafund® Portfolio - Service Class 2			Fidelity® VIP Equity-Income Portfolio - Service Class 2			Fidelity® VIP Growth Portfolio - Service Class 2

Net assets at January 1, 2004	$	—		$	21,313		$	145,256		$	185,642

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(451	)		(1,751	)		(4,530	)
Net realized gain (loss) on investments and capital gains distributions		—			143			4,850			7,717
Net unrealized appreciation (depreciation) of investments		—			5,097			15,452			(1,874	)

Net increase (decrease) in net assets from operations		—			4,789			18,551			1,313
Changes from principal transactions:
Premiums		—			15,129			75,535			70,474
Surrenders and withdrawals		—			5,772			7,979			(15,560	)
Death benefits		—			(154	)		(1,902	)		(1,867	)
Transfers between Divisions (including fixed account), net		—			10			(5	)		(43	)

Increase (decrease) in net assets derived from principal transactions		—			20,757			81,607			53,004

Total increase (decrease) in net assets		—			25,546			100,158			54,317

Net assets at December 31, 2004		—			46,859			245,414			239,959

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5	)		(1,971	)		(1,969	)		(4,287	)
Net realized gain (loss) on investments and capital gains distributions		—			1,205			13,886			8,674
Net unrealized appreciation (depreciation) of investments		21			19,745			(2,859	)		1,208

Net increase (decrease) in net assets from operations		16			18,979			9,058			5,595
Changes from principal transactions:
Premiums		—			84,508			45,329			11,272
Surrenders and withdrawals		498			117,745			(21,169	)		(49,518	)
Death benefits		—			(308	)		(2,098	)		(1,322	)
Transfers between Divisions (including fixed account), net		1			125			11			(30	)

Increase (decrease) in net assets derived from principal transactions		499			202,070			22,073			(39,598	)

Total increase (decrease) in net assets		515			221,049			31,131			(34,003	)

Net assets at December 31, 2005	$	515		$	267,908		$	276,545		$	205,956

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	Fidelity® VIP Overseas Portfolio - Service Class 2			Franklin Small Cap Value Securities Fund - Class 2			Appreciation Portfolio			ING GET Fund - Series N

Net assets at January 1, 2004	$	860		$	236		$	663		$	23,357

Increase (decrease) in net assets
Operations:
Net investment income (loss)		2			(4	)		(2	)		261
Net realized gain (loss) on investments and capital gains distributions		27			16			10			66
Net unrealized appreciation (depreciation) of investments		—			128			36			(428	)

Net increase (decrease) in net assets from operations		29			140			44			(101	)
Changes from principal transactions:
Premiums		100			552			23			(17	)
Surrenders and withdrawals		(531	)		90			(104	)		(5,265	)
Death benefits		—			—			—			(295	)
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		(431	)		642			(81	)		(5,577	)

Total increase (decrease) in net assets		(402	)		782			(37	)		(5,678	)

Net assets at December 31, 2004		458			1,018			626			17,679

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		(5	)		(4	)		270
Net realized gain (loss) on investments and capital gains distributions		6			73			28			(56	)
Net unrealized appreciation (depreciation) of investments		45			60			(10	)		(242	)

Net increase (decrease) in net assets from operations		49			128			14			(28	)
Changes from principal transactions:
Premiums		159			1,084			6			(12	)
Surrenders and withdrawals		(217	)		170			(180	)		(2,861	)
Death benefits		—			—			—			(325	)
Transfers between Divisions (including fixed account), net		1			—			7			1

Increase (decrease) in net assets derived from principal transactions		(57	)		1,254			(167	)		(3,197	)

Total increase (decrease) in net assets		(8	)		1,382			(153	)		(3,225	)

Net assets at December 31, 2005	$	450		$	2,400		$	473		$	14,454

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING GET Fund - Series P			ING GET Fund - Series Q			ING GET Fund - Series R			ING GET Fund - Series S

Net assets at January 1, 2004	$	110,101		$	131,095		$	134,755		$	161,820

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1,370			1,617			1,157			574
Net realized gain (loss) on investments and capital gains distributions		510			1,136			1,440			3,874
Net unrealized appreciation (depreciation) of investments		(2,585	)		(3,137	)		(2,109	)		(3,896	)

Net increase (decrease) in net assets from operations		(705	)		(385	)		488			553
Changes from principal transactions:
Premiums		(88	)		(62	)		(67	)		(78	)
Surrenders and withdrawals		(23,344	)		(22,180	)		(20,513	)		(26,693	)
Death benefits		(981	)		(1,328	)		(1,266	)		(1,451	)
Transfers between Divisions (including fixed account), net		—			(6	)		(7	)		(4	)

Increase (decrease) in net assets derived from principal transactions		(24,413	)		(23,576	)		(21,853	)		(28,226	)

Total increase (decrease) in net assets		(25,118	)		(23,960	)		(21,365	)		(27,674	)

Net assets at December 31, 2004		84,983			107,135			113,390			134,146

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1,216			1,642			1,140			498

Net realized gain (loss) on investments and capital gains distributions		(249	)		521			3,427			3,921
Net unrealized appreciation (depreciation) of investments		(1,646	)		(2,797	)		(5,242	)		(5,012	)

Net increase (decrease) in net assets from operations		(679	)		(634	)		(675	)		(593	)
Changes from principal transactions:
Premiums		(60	)		(74	)		(35	)		(59	)
Surrenders and withdrawals		(16,564	)		(23,330	)		(28,007	)		(35,763	)
Death benefits		(1,133	)		(2,367	)		(1,250	)		(999	)
Transfers between Divisions (including fixed account), net		1			(3	)		(4	)		(8	)

Increase (decrease) in net assets derived from principal transactions		(17,756	)		(25,774	)		(29,296	)		(36,829	)

Total increase (decrease) in net assets		(18,435	)		(26,408	)		(29,971	)		(37,422	)

Net assets at December 31, 2005	$	66,548		$	80,727		$	83,419		$	96,724

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING GET Fund			ING GET Fund			ING GET Fund			ING AIM Mid Cap Growth Portfolio -
	- Series T			- Series U			- Series V			Service Class

Net assets at January 1, 2004	$	162,882		$	168,926		$	325,984		$	221,733

Increase (decrease) in net assets
Operations:
Net investment income (loss)		714			(547	)		(3,240	)		(4,332	)
Net realized gain (loss) on investments and capital gains distributions		4,155			8,106			(526	)		11,600
Net unrealized appreciation (depreciation) of investments		(4,487	)		(6,054	)		4,290			3,148

Net increase (decrease) in net assets from operations		382			1,505			524			10,416
Changes from principal transactions:
Premiums		(102	)		(70	)		(171	)		27,530
Surrenders and withdrawals		(24,937	)		(25,297	)		(91,614	)		(28,663	)
Death benefits		(1,772	)		(1,635	)		(3,737	)		(4,318	)
Transfers between Divisions (including fixed account), net		(6	)		(31	)		44			(11	)

Increase (decrease) in net assets derived from principal transactions		(26,817	)		(27,033	)		(95,478	)		(5,462	)

Total increase (decrease) in net assets		(26,435	)		(25,528	)		(94,954	)		4,954

Net assets at December 31, 2004		136,447			143,398			231,030			226,687

Increase (decrease) in net assets
Operations:
Net investment income (loss)		550			(87	)		(486	)		(1,354	)
Net realized gain (loss) on investments and capital gains distributions		4,419			6,890			(697	)		75,706
Net unrealized appreciation (depreciation) of investments		(5,976	)		(8,102	)		(1,771	)		(53,410	)

Net increase (decrease) in net assets from operations		(1,007	)		(1,299	)		(2,954	)		20,942
Changes from principal transactions:
Premiums		(81	)		(65	)		(95	)		13,038
Surrenders and withdrawals		(28,608	)		(22,641	)		(48,387	)		(256,779	)
Death benefits		(2,332	)		(1,592	)		(1,746	)		(3,861	)
Transfers between Divisions (including fixed account), net		(2	)		6			38			(27	)

Increase (decrease) in net assets derived from principal transactions		(31,023	)		(24,292	)		(50,190	)		(247,629	)

Total increase (decrease) in net assets		(32,030	)		(25,591	)		(53,144	)		(226,687	)

Net assets at December 31, 2005	$	104,417		$	117,807		$	177,886		$	—

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING AIM Mid Cap Growth Porfolio - Service 2 Class			ING AllianceBernstein Mid Cap Growth Portfolio - Service Class			ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class			ING American Funds Growth Portfolio

Net assets at January 1, 2004	$	3,194		$	462,824		$	4,624		$	132,320

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(107	)		(9,146	)		(195	)		(10,408	)
Net realized gain (loss) on investments and capital gains distributions		139			48,319			335			791
Net unrealized appreciation (depreciation) of investments		334			33,101			1,460			71,574

Net increase (decrease) in net assets from operations		366			72,273			1,600			61,957
Changes from principal transactions:
Premiums		2,898			53,352			6,371			507,247
Surrenders and withdrawals		141			(61,510	)		258			155,589
Death benefits		(62	)		(9,897	)		(11	)		(3,081	)
Transfers between Divisions (including fixed account), net		(2	)		(29	)		(2	)		31

Increase (decrease) in net assets derived from principal transactions		2,975			(18,084	)		6,616			659,786

Total increase (decrease) in net assets		3,341			54,190			8,216			721,743

Net assets at December 31, 2004		6,535			517,014			12,840			854,063

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(71	)		(8,692	)		(343	)		(26,218	)
Net realized gain (loss) on investments and capital gains distributions		1,534			40,539			322			1,746
Net unrealized appreciation (depreciation) of investments		(757	)		(16,040	)		859			185,941

Net increase (decrease) in net assets from operations		706			15,807			838			161,469
Changes from principal transactions:
Premiums		1,462			29,430			3,379			432,390
Surrenders and withdrawals		(8,700	)		(88,122	)		347			76,395
Death benefits		—			(8,173	)		(59	)		(7,405	)
Transfers between Divisions (including fixed account), net		(3	)		(35	)		(4	)		(139	)

Increase (decrease) in net assets derived from principal transactions		(7,241	)		(66,900	)		3,663			501,241

Total increase (decrease) in net assets		(6,535	)		(51,093	)		4,501			662,710

Net assets at December 31, 2005	$	—		$	465,921		$	17,341		$	1,516,773

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING American Funds Growth- Income Portfolio			ING American Funds International Portfolio			ING Capital Guardian Small/Mid Cap Portfolio - Service Class			ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class

Net assets at January 1, 2004	$	99,959		$	45,340		$	537,286		$	4,148

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(7,248	)		(3,182	)		(9,087	)		(114	)
Net realized gain (loss) on investments and capital gains distributions		466			1,030			18,245			115
Net unrealized appreciation (depreciation) of investments		44,785			35,050			15,248			467

Net increase (decrease) in net assets from operations		38,003			32,898			24,406			468
Changes from principal transactions:
Premiums		381,171			148,241			66,054			2,941
Surrenders and withdrawals		144,709			91,523			(82,003	)		414
Death benefits		(2,660	)		(1,110	)		(7,654	)		(31	)
Transfers between Divisions (including fixed account), net		(32	)		(28	)		(68	)		(1	)

Increase (decrease) in net assets derived from principal transactions		523,188			238,626			(23,671	)		3,323

Total increase (decrease) in net assets		561,191			271,524			735			3,791

Net assets at December 31, 2004		661,150			316,864			538,021			7,939

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(15,961	)		(8,026	)		(8,628	)		(188	)
Net realized gain (loss) on investments and capital gains distributions		1,107			2,792			29,745			218
Net unrealized appreciation (depreciation) of investments		47,900			102,227			(38,485	)		(293	)

Net increase (decrease) in net assets from operations		33,046			96,993			(17,368	)		(263	)
Changes from principal transactions:
Premiums		327,685			169,453			31,814			1,817
Surrenders and withdrawals		17,083			103,548			(89,913	)		(352	)
Death benefits		(7,739	)		(3,339	)		(7,133	)		(4	)
Transfers between Divisions (including fixed account), net		22			(29	)		(50	)		1

Increase (decrease) in net assets derived from principal transactions		337,051			269,633			(65,282	)		1,462

Total increase (decrease) in net assets		370,097			366,626			(82,650	)		1,199

Net assets at December 31, 2005	$	1,031,247		$	683,490		$	455,371		$	9,138

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Capital Guardian U.S. Equities Portfolio - Service Class			ING Capital Guardian U.S. Equities Portfolio - Service 2 Class			ING Eagle Asset Capital Appreciation Portfolio - Service Class			ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class

Net assets at January 1, 2004	$	561,288		$	6,805		$	212,149		$	1,022

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(11,551	)		(168	)		(2,000	)		(16	)
Net realized gain (loss) on investments and capital gains distributions		1,609			229			9			57
Net unrealized appreciation (depreciation) of investments		50,165			562			27,689			159

Net increase (decrease) in net assets from operations		40,223			623			25,698			200
Changes from principal transactions:
Premiums		88,595			2,787			12,286			623
Surrenders and withdrawals		(33,572	)		106			(22,857	)		60
Death benefits		(7,729	)		(278	)		(4,008	)		—
Transfers between Divisions (including fixed account), net		(140	)		(2	)		(21	)		—

Increase (decrease) in net assets derived from principal transactions		47,154			2,613			(14,600	)		683

Total increase (decrease) in net assets		87,377			3,236			11,098			883

Net assets at December 31, 2004		648,665			10,041			223,247			1,905

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(10,246	)		(204	)		(1,325	)		(25	)
Net realized gain (loss) on investments and capital gains distributions		9,136			321			7,892			37
Net unrealized appreciation (depreciation) of investments		23,268			282			(10,169	)		(49	)

Net increase (decrease) in net assets from operations		22,158			399			(3,602	)		(37	)
Changes from principal transactions:
Premiums		37,299			915			8,641			885
Surrenders and withdrawals		(104,143	)		(247	)		(39,830	)		314
Death benefits		(8,092	)		(142	)		(4,211	)		—
Transfers between Divisions (including fixed account), net		(86	)		(3	)		(18	)		(1	)

Increase (decrease) in net assets derived from principal transactions		(75,022	)		523			(35,418	)		1,198

Total increase (decrease) in net assets		(52,864	)		922			(39,020	)		1,161

Net assets at December 31, 2005	$	595,801		$	10,963		$	184,227		$	3,066

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Evergreen Health Sciences Portfolio - Class S			ING Evergreen Health Sciences Portfolio - Service 2 Class			ING Evergreen Omega Portfolio - Class A			ING Evergreen Omega Portfolio - Service Class

Net assets at January 1, 2004	$	—		$	—		$	—		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(284	)		(20	)		—			(4	)
Net realized gain (loss) on investments and capital gains distributions		(766	)		(5	)		—			(11	)
Net unrealized appreciation (depreciation)of investments		1,675			165			18			152

Net increase (decrease) in net assets from operations		625			140			18			137
Changes from principal transactions:
Premiums		13,782			2,122			278			1,669
Surrenders and withdrawals		14,992			469			21			1,225
Death benefits		(95	)		—			—			—
Transfers between Divisions (including fixed account), net		67			—			—			6

Increase (decrease) in net assets derived from principal transactions		28,746			2,591			299			2,900

Total increase (decrease) in net assets		29,371			2,731			317			3,037

Net assets at December 31, 2004		29,371			2,731			317			3,037

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,750	)		(78	)		(17	)		(108	)
Net realized gain (loss) on investments and capital gains distributions		6,647			493			10			135
Net unrealized appreciation (depreciation)of investments		3,512			(166	)		42			176

Net increase (decrease) in net assets from operations		8,409			249			35			203
Changes from principal transactions:
Premiums		21,309			1,592			489			1,890
Surrenders and withdrawals		102,063			(4,546	)		136			2,904
Death benefits		(624	)		(16	)		(16	)		(41	)
Transfers between Divisions (including fixed account), net		72			(10	)		—			1

Increase (decrease) in net assets derived from principal transactions		122,820			(2,980	)		609			4,754

Total increase (decrease) in net assets		131,229			(2,731	)		644			4,957

Net assets at December 31, 2005	$	160,600		$	—		$	961		$	7,994

The accompanying notes are an integral part of these financial statements.

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING FMR^SM Diversified Mid Cap Portfolio - Service Class			ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class			ING FMR^SM Earnings Growth Portfolio - Service Class			ING FMR^SM Earnings Growth Portfolio - Service 2 Class

Net assets at January 1, 2004	$	164,205		$	3,754		$	—		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,750	)		(126	)		—			—
Net realized gain (loss) on investments and capital gains distributions		1,305			73			—			—
Net unrealized appreciation (depreciation)of investments		42,022			1,442			—			—

Net increase (decrease) in net assets from operations		39,577			1,389			—			—
Changes from principal transactions:
Premiums		31,659			3,844			—			—
Surrenders and withdrawals		18,623			833			—			—
Death benefits		(1,662	)		(75	)		—			—
Transfers between Divisions (including fixed account), net		(37	)		(1	)		—			—

Increase (decrease) in net assets derived from principal transactions		48,583			4,601			—			—

Total increase (decrease) in net assets		88,160			5,990			—			—

Net assets at December 31, 2004		252,365			9,744			—			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6,575	)		(363	)		(36	)		—
Net realized gain (loss) on investments and capital gains distributions		33,706			1,366			53			—
Net unrealized appreciation (depreciation) of investments		13,301			1,144			179			—

Net increase (decrease) in net assets from operations		40,432			2,147			196			—
Changes from principal transactions:
Premiums		46,070			6,548			380			5
Surrenders and withdrawals		233,661			9,957			8,694			10
Death benefits		(2,648	)		(23	)		(28	)		—
Transfers between Divisions (including fixed account), net		(43	)		(4	)		—			1

Increase (decrease) in net assets derived from principal transactions		277,040			16,478			9,046			16

Total increase (decrease) in net assets		317,472			18,625			9,242			16

Net assets at December 31, 2005	$	569,837		$	28,369		$	9,242		$	16

The accompanying notes are an integral part of these financial statements.

100

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Global Resources Portfolio - Service Class			ING Global Resources Portfolio - Service 2 Class			ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class			ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class

Net assets at January 1, 2004	$	140,016		$	3,037		$	53,622		$	2,595

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,717	)		(56	)		(1,305	)		(78	)
Net realized gain (loss) on investments and capital gains distributions		14,263			78			3,351			121
Net unrealized appreciation (depreciation) of investments		(5,715	)		542			3,215			311

Net increase (decrease) in net assets from operations		6,831			564			5,261			354
Changes from principal transactions:
Premiums		34,124			5,748			15,705			1,932
Surrenders and withdrawals		8,659			924			(5,972	)		(532	)
Death benefits		(1,668	)		(50	)		(356	)		(10	)
Transfers between Divisions (including fixed account), net		(17	)		(34	)		(9	)		(2	)

Increase (decrease) in net assets derived from principal transactions		41,098			6,588			9,368			1,388

Total increase (decrease) in net assets		47,929			7,152			14,629			1,742

Net assets at December 31, 2004		187,945			10,189			68,251			4,337

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,695	)		(258	)		(1,416	)		(121	)
Net realized gain (loss) on investments and capital gains distributions		29,104			1,127			7,787			334
Net unrealized appreciation (depreciation) of investments		52,783			3,988			(7,142	)		(196	)

Net increase (decrease) in net assets from operations		78,192			4,857			(771	)		17
Changes from principal transactions:
Premiums		51,752			6,201			9,413			1,359
Surrenders and withdrawals		59,015			1,343			(3,475	)		79
Death benefits		(2,947	)		(39	)		(300	)		(43	)
Transfers between Divisions (including fixed account), net		(37	)		(4	)		(14	)		(1	)

Increase (decrease) in net assets derived from principal transactions		107,783			7,501			5,624			1,394

Total increase (decrease) in net assets		185,975			12,358			4,853			1,411

Net assets at December 31, 2005	$	373,920		$	22,547		$	73,104		$	5,748

The accompanying notes are an integral part of these financial statements.

101

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING International Portfolio - Service Class			ING International Portfolio - Service 2 Class			ING Janus Contrarian Portfolio - Service Class			ING Janus Contrarian Portfolio - Service 2 Class

Net assets at January 1, 2004	$	162,082		$	4,980		$	53,911		$	801

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,622	)		(74	)		(1,211	)		(36	)
Net realized gain (loss) on investments and capital gains distributions		11,866			68			1,711			58
Net unrealized appreciation (depreciation) of investments		11,741			1,021			7,344			237

Net increase (decrease) in net assets from operations		21,985			1,015			7,844			259
Changes from principal transactions:
Premiums		17,762			2,735			9,075			1,126
Surrenders and withdrawals		(21,797	)		321			(4,537	)		(9	)
Death benefits		(2,390	)		(13	)		(604	)		—
Transfers between Divisions (including fixed account), net		(2	)		(1	)		(11	)		—

Increase (decrease) in net assets derived from principal transactions		(6,727	)		3,042			3,923			1,117

Total increase (decrease) in net assets		15,558			4,057			11,767			1,376

Net assets at December 31, 2004		177,640			9,037			65,678			2,177

Increase (decrease) in net assets
Operations:
Net investment income (loss)		849			6			(1,402	)		(68	)
Net realized gain (loss) on investments and capital gains distributions		18,833			918			6,143			173
Net unrealized appreciation (depreciation) of investments		(7,286	)		(180	)		3,792			291

Net increase (decrease) in net assets from operations		12,396			744			8,533			396
Changes from principal transactions:
Premiums		5,289			1,180			8,797			1,249
Surrenders and withdrawals		(31,839	)		(839	)		(951	)		(37	)
Death benefits		(2,769	)		(28	)		(582	)		(28	)
Transfers between Divisions (including fixed account), net		(11	)		(4	)		(13	)		(2	)

Increase (decrease) in net assets derived from principal transactions		(29,330	)		309			7,251			1,182

Total increase (decrease) in net assets		(16,934	)		1,053			15,784			1,578

Net assets at December 31, 2005	$	160,706		$	10,090		$	81,462		$	3,755

The accompanying notes are an integral part of these financial statements.

102

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class			ING JPMorgan Emerging Markets Equity Portfolio - Service Class			ING JPMorgan Small Cap Equity Portfolio - Service Class			ING JPMorgan Small Cap Equity Portfolio - Service 2 Class

Net assets at January 1, 2004	$	1,956		$	109,258		$	65,484		$	11,088

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(67	)		(1,862	)		(2,170	)		(459	)
Net realized gain (loss) on investments and capital gains distributions		104			14,124			4,989			175
Net unrealized appreciation (depreciation) of investments		905			5,151			19,884			5,221

Net increase (decrease) in net assets from operations		942			17,413			22,703			4,937
Changes from principal transactions:
Premiums		3,901			24,597			40,141			14,954
Surrenders and withdrawals		431			2,807			31,200			1,707
Death benefits		(12	)		(2,361	)		(891	)		(53	)
Transfers between Divisions (including fixed account), net		(1	)		(8	)		(10	)		(23	)

Increase (decrease) in net assets derived from principal transactions		4,319			25,035			70,440			16,585

Total increase (decrease) in net assets		5,261			42,448			93,143			21,522

Net assets at December 31, 2004		7,217			151,706			158,627			32,610

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(289	)		(4,135	)		(3,667	)		(961	)
Net realized gain (loss) on investments and capital gains distributions		196			13,512			24,722			4,420
Net unrealized appreciation (depreciation) of investments		3,946			53,031			(18,130	)		(2,580	)

Net increase (decrease) in net assets from operations		3,853			62,408			2,925			879
Changes from principal transactions:
Premiums		6,454			40,013			42,516			11,627
Surrenders and withdrawals		2,340			53,633			(25,609	)		486
Death benefits		(83	)		(2,414	)		(944	)		(183	)
Transfers between Divisions (including fixed account), net		(3	)		(20	)		(29	)		(10	)

Increase (decrease) in net assets derived from principal transactions		8,708			91,212			15,934			11,920

Total increase (decrease) in net assets		12,561			153,620			18,859			12,799

Net assets at December 31, 2005	$	19,778		$	305,326		$	177,486		$	45,409

The accompanying notes are an integral part of these financial statements.

103

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING JPMorgan Value Opportunities Portfolio - Service Class			ING JPMorgan Value Opportunities Portfolio - Service 2 Class			ING Julius Baer Foreign Portfolio - Service Class			ING Julius Baer Foreign Portfolio - Service 2 Class

Net assets at January 1, 2004	$	—		$	—		$	34,644		$	2,550

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			—			(2,255	)		(186	)
Net realized gain (loss) on investments and capital gains distributions		—			—			3,005			152
Net unrealized appreciation (depreciation) of investments		—			—			21,788			2,070

Net increase (decrease) in net assets from operations		—			—			22,538			2,036
Changes from principal transactions:
Premiums		—			—			107,491			10,376
Surrenders and withdrawals		—			—			21,454			2,582
Death benefits		—			—			(525	)		(26	)
Transfers between Divisions (including fixed account), net		—			—			(10	)		(2	)

Increase (decrease) in net assets derived from principal transactions		—			—			128,410			12,930

Total increase (decrease) in net assets		—			—			150,948			14,966

Net assets at December 31, 2004		—			—			185,592			17,516

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(251	)		(6	)		(5,686	)		(664	)
Net realized gain (loss) on investments and capital gains distributions		(133	)		3			29,961			2,926
Net unrealized appreciation (depreciation) of investments		915			19			12,668			1,776

Net increase (decrease) in net assets from operations		531			16			36,943			4,038
Changes from principal transactions:
Premiums		3,278			768			83,045			14,522
Surrenders and withdrawals		37,087			80			52,549			3,220
Death benefits		(82	)		—			(1,539	)		(109	)
Transfers between Divisions (including fixed account), net		(1	)		—			(47	)		(5	)

Increase (decrease) in net assets derived from principal transactions		40,282			848			134,008			17,628

Total increase (decrease) in net assets		40,813			864			170,951			21,666

Net assets at December 31, 2005	$	40,813		$	864		$	356,543		$	39,182

The accompanying notes are an integral part of these financial statements.

104

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Legg Mason Value Portfolio - Service Class			ING Legg Mason Value - Service 2 Class			ING LifeStyle Aggressive Growth Portfolio - Service 1 Class			ING LifeStyle Growth Portfolio - Service 1 Class

Net assets at January 1, 2004	$	224,722		$	7,195		$	—		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4,567	)		(176	)		(1,332	)		(2,751	)
Net realized gain (loss) on investments and capital gains distributions		(1,706	)		268			75			—
Net unrealized appreciation (depreciation) of investments		35,252			1,283			21,184			40,103

Net increase (decrease) in net assets from operations		28,979			1,375			19,927			37,352
Changes from principal transactions:
Premiums		52,170			5,508			152,013			328,211
Surrenders and withdrawals		(15,209	)		(109	)		42,657			111,680
Death benefits		(2,294	)		(21	)		(30	)		(1,706	)
Transfers between Divisions (including fixed account), net		(42	)		(33	)		(1	)		(85	)

Increase (decrease) in net assets derived from principal transactions		34,625			5,345			194,639			438,100

Total increase (decrease) in net assets		63,604			6,720			214,566			475,452

Net assets at December 31, 2004		288,326			13,915			214,566			475,452

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(7,167	)		(473	)		(10,131	)		(18,261	)
Net realized gain (loss) on investments and capital gains distributions		798			607			1,189			2,766
Net unrealized appreciation (depreciation) of investments		22,857			1,101			47,272			81,446

Net increase (decrease) in net assets from operations		16,488			1,235			38,330			65,951
Changes from principal transactions:
Premiums		88,254			9,406			368,282			683,518
Surrenders and withdrawals		9,547			2,785			54,436			152,808
Death benefits		(3,514	)		(187	)		(3,131	)		(3,723	)
Transfers between Divisions (including fixed account), net		33			(3	)		(87	)		(199	)

Increase (decrease) in net assets derived from principal transactions		94,320			12,001			419,500			832,404

Total increase (decrease) in net assets		110,808			13,236			457,830			898,355

Net assets at December 31, 2005	$	399,134		$	27,151		$	672,396		$	1,373,807

The accompanying notes are an integral part of these financial statements.

105

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING LifeStyle Moderate Growth Portfolio - Service 1 Class			ING LifeStyle Moderate Portfolio - Service 1 Class			ING Limited Maturity Bond Portfolio - Service Class			ING Liquid Assets Portfolio - Service Class

Net assets at January 1, 2004	$	—		$	—		$	534,954		$	745,674

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,701	)		(1,223	)		10,681			(39,578	)
Net realized gain (loss) on investments and capital gains distributions		72			297			10,499			—
Net unrealized appreciation (depreciation) of investments		32,673			12,372			(23,234	)		—

Net increase (decrease) in net assets from operations		30,044			11,446			(2,054	)		(39,578	)
Changes from principal transactions:
Premiums		289,453			122,173			12,996			418,037
Surrenders and withdrawals		135,848			79,183			(176,123	)		(498,202	)
Death benefits		(1,475	)		(917	)		(12,381	)		(16,085	)
Transfers between Divisions (including fixed account), net		17			(58	)		(87	)		8,433

Increase (decrease) in net assets derived from principal transactions		423,843			200,381			(175,595	)		(87,815	)

Total increase (decrease) in net assets		453,887			211,827			(177,649	)		(127,393	)

Net assets at December 31, 2004		453,887			211,827			357,305			618,281

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(13,624	)		(4,895	)		8,755			(32,972	)
Net realized gain (loss) on investments and capital gains distributions		4,693			5,137			(2,857	)		—
Net unrealized appreciation (depreciation) of investments		53,813			16,794			(6,689	)		—

Net increase (decrease) in net assets from operations		44,882			17,036			(791	)		(32,972	)
Changes from principal transactions:
Premiums		611,469			207,483			348			305,312
Surrenders and withdrawals		134,811			82,081			(81,225	)		(293,392	)
Death benefits		(5,451	)		(2,627	)		(5,957	)		(14,934	)
Transfers between Divisions (including fixed account), net		31			(68	)		(36	)		64

Increase (decrease) in net assets derived from principal transactions		740,860			286,869			(86,870	)		(2,950	)

Total increase (decrease) in net assets		785,742			303,905			(87,661	)		(35,922	)

Net assets at December 31, 2005	$	1,239,629		$	515,732		$	269,644		$	582,359

The accompanying notes are an integral part of these financial statements.

106

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Liquid Assets Portfolio - Service 2 Class			ING Lord Abbett Affiliated Portfolio - Service Class			ING Lord Abbett Affiliated Portfolio - Service 2 Class			ING MarketPro Portfolio - Class S

Net assets at January 1, 2004	$	4,837		$	136,147		$	1,014		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(408	)		(2,040	)		(18	)		—
Net realized gain (loss) on investments and capital gains distributions		—			(507	)		58			—
Net unrealized appreciation (depreciation) of investments		—			12,669			80			—

Net increase (decrease) in net assets from operations		(408	)		10,122			120			—
Changes from principal transactions:
Premiums		28,378			13,583			754			—
Surrenders and withdrawals		(23,242	)		(13,063	)		64			—
Death benefits		(66	)		(1,461	)		—			—
Transfers between Divisions (including fixed account), net		(2	)		(6	)		(32	)		—

Increase (decrease) in net assets derived from principal transactions		5,068			(947	)		786			—

Total increase (decrease) in net assets		4,660			9,175			906			—

Net assets at December 31, 2004		9,497			145,322			1,920			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(635	)		(1,160	)		(23	)		(5	)
Net realized gain (loss) on investments and capital gains distributions		—			1,031			38			—
Net unrealized appreciation (depreciation) of investments		—			3,941			76			29

Net increase (decrease) in net assets from operations		(635	)		3,812			91			24
Changes from principal transactions:
Premiums		21,103			3,904			777			1,937
Surrenders and withdrawals		(17,091	)		(25,371	)		16			347
Death benefits		(1,563	)		(1,559	)		—			—

Transfers between Divisions (including fixed account), net		(4	)		(18	)		—			—

Increase (decrease) in net assets derived from principal transactions		2,445			(23,044	)		793			2,284

Total increase (decrease) in net assets		1,810			(19,232	)		884			2,308

Net assets at December 31, 2005	$	11,307		$	126,090		$	2,804		$	2,308

The accompanying notes are an integral part of these financial statements.

107

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING MarketPro Portfolio - Class S2			ING MarketStyle Growth Portfolio - Class S			ING MarketStyle Moderate Growth Portfolio - Class S			ING MarketStyle Moderate Portfolio - Class S

Net assets at January 1, 2004	$	—		$	—		$	—		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			—			—			—
Net realized gain (loss) on investments and capital gains distributions		—			—			—			—
Net unrealized appreciation (depreciation) of investments		—			—			—			—

Net increase (decrease) in net assets from operations		—			—			—			—
Changes from principal transactions:
Premiums		—			—			—			—
Surrenders and withdrawals		—			—			—			—
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		—			—			—			—

Total increase (decrease) in net assets		—			—			—			—

Net assets at December 31, 2004		—			—			—			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(5	)		(10	)		(2	)
Net realized gain (loss) on investments and capital gains distributions		—			—			—			—
Net unrealized appreciation (depreciation) of investments		(1	)		12			49			3

Net increase (decrease) in net assets from operations		(1	)		7			39			1
Changes from principal transactions:
Premiums		48			2,624			3,166			905
Surrenders and withdrawals		19			20			—			—
Death benefits		—			—			—			—

Transfers between Divisions (including fixed account), net		—			1			1			—

Increase (decrease) in net assets derived from principal transactions		67			2,645			3,167			905

Total increase (decrease) in net assets		66			2,652			3,206			906

Net assets at December 31, 2005	$	66		$	2,652		$	3,206		$	906

The accompanying notes are an integral part of these financial statements.

108

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Marsico Growth Portfolio - Service Class			ING Marsico Growth Portfolio - Service 2 Class			ING Marsico International Opportunities Portfolio - Service Class			ING Mercury Large Cap Growth Portfolio - Service Class

Net assets at January 1, 2004	$	778,700		$	8,324		$	—		$	13,630

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(14,612	)		(268	)		—			(344	)
Net realized gain (loss) on investments and capital gains distributions		15,605			147			—			2,582
Net unrealized appreciation (depreciation) of investments		74,252			1,450			—			(842	)

Net increase (decrease) in net assets from operations		75,245			1,329			—			1,396
Changes from principal transactions:
Premiums		72,134			5,062			—			4,215
Surrenders and withdrawals		(97,694	)		600			—			(292	)
Death benefits		(14,893	)		(217	)		—			(87	)
Transfers between Divisions (including fixed account), net		(60	)		(3	)		—			(1	)

Increase (decrease) in net assets derived from principal transactions		(40,513	)		5,442			—			3,835

Total increase (decrease) in net assets		34,732			6,771			—			5,231

Net assets at December 31, 2004		813,432			15,095			—			18,861

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(15,570	)		(436	)		(608	)		(1,255	)
Net realized gain (loss) on investments and capital gains distributions		34,371			384			2,292			1,861
Net unrealized appreciation (depreciation) of investments		33,167			1,341			10,559			9,013

Net increase (decrease) in net assets from operations		51,968			1,289			12,243			9,619
Changes from principal transactions:
Premiums		54,704			5,857			9,159			6,077
Surrenders and withdrawals		(85,785	)		333			102,644			117,546
Death benefits		(15,862	)		(25	)		(105	)		(244	)

Transfers between Divisions (including fixed account), net		(43	)		(3	)		(3	)		52

Increase (decrease) in net assets derived from principal transactions		(46,986	)		6,162			111,695			123,431

Total increase (decrease) in net assets		4,982			7,451			123,938			133,050

Net assets at December 31, 2005	$	818,414		$	22,546		$	123,938		$	151,911

The accompanying notes are an integral part of these financial statements.

109

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Mercury Large Cap Growth Portfolio - Service 2 Class			ING Mercury Large Cap Value Portfolio - Service Class			ING Mercury Large Cap Value Portfolio - Service 2 Class			ING MFS Mid Cap Growth Portfolio - Service Class

Net assets at January 1, 2004	$	856		$	26,184		$	805		$	634,357

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(34	)		(673	)		(33	)		(12,327	)
Net realized gain (loss) on investments and capital gains distributions		189			3,627			138			29,832
Net unrealized appreciation (depreciation) of investments		4			(99	)		68			58,083

Net increase (decrease) in net assets from operations		159			2,855			173			75,588
Changes from principal transactions:
Premiums		825			10,949			1,141			50,044
Surrenders and withdrawals		341			1,316			315			(86,486	)
Death benefits		(16	)		(384	)		(14	)		(11,860	)
Transfers between Divisions (including fixed account), net		—			(7	)		(1	)		(71	)

Increase (decrease) in net assets derived from principal transactions		1,150			11,874			1,441			(48,373	)

Total increase (decrease) in net assets		1,309			14,729			1,614			27,215

Net assets at December 31, 2004		2,165			40,913			2,419			661,572

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(38	)		(938	)		(63	)		(11,197	)
Net realized gain (loss) on investments and capital gains distributions		186			1,543			99			46,175
Net unrealized appreciation (depreciation) of investments		(125	)		490			55			(33,898	)

Net increase (decrease) in net assets from operations		23			1,095			91			1,080
Changes from principal transactions:
Premiums		269			7,388			999			23,457
Surrenders and withdrawals		(2,456	)		(7,024	)		(323	)		(123,134	)
Death benefits		—			(239	)		(52	)		(10,081	)
Transfers between Divisions (including fixed account), net		(1	)		(9	)		(2	)		(54	)

Increase (decrease) in net assets derived from principal transactions		(2,188	)		116			622			(109,812	)

Total increase (decrease) in net assets		(2,165	)		1,211			713			(108,732	)

Net assets at December 31, 2005	$	—		$	42,124		$	3,132		$	552,840

The accompanying notes are an integral part of these financial statements.

110

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING MFS Mid Cap Growth Portfolio - Service 2 Class			ING MFS Total Return Portfolio - Service Class			ING MFS Total Return Portfolio - Service 2 Class			ING MFS Utilities Portfolio - Service Class

Net assets at January 1, 2004	$	9,625		$	1,142,408		$	16,257		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(305	)		(423	)		65			—
Net realized gain (loss) on investments and capital gains distributions		326			5,847			109			—
Net unrealized appreciation (depreciation) of investments		1,638			100,058			2,269			—

Net increase (decrease) in net assets from operations		1,659			105,482			2,443			—
Changes from principal transactions:
Premiums		5,715			141,847			13,285			—
Surrenders and withdrawals		241			(89,961	)		3,234			—
Death benefits		(145	)		(20,461	)		(67	)		—
Transfers between Divisions (including fixed account), net		(2	)		57			(5	)		—

Increase (decrease) in net assets derived from principal transactions		5,809			31,482			16,447			—

Total increase (decrease) in net assets		7,468			136,964			18,890			—

Net assets at December 31, 2004		17,093			1,279,372			35,147			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(426	)		3,209			(73	)		(250	)
Net realized gain (loss) on investments and capital gains distributions		899			56,965			1,889			5,017
Net unrealized appreciation (depreciation) of investments		(337	)		(48,418	)		(1,601	)		(1,580	)

Net increase (decrease) in net assets from operations		136			11,756			215			3,187
Changes from principal transactions:
Premiums		3,216			113,871			12,792			25,375
Surrenders and withdrawals		(1,141	)		(115,811	)		503			122,922
Death benefits		(128	)		(23,001	)		(220	)		(412	)
Transfers between Divisions (including fixed account), net		(4	)		145			(12	)		13

Increase (decrease) in net assets derived from principal transactions		1,943			(24,796	)		13,063			147,898

Total increase (decrease) in net assets		2,079			(13,040	)		13,278			151,085

Net assets at December 31, 2005	$	19,172		$	1,266,332		$	48,425		$	151,085

The accompanying notes are an integral part of these financial statements.

111

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Oppenheimer Main Street Portfolio® - Service Class			ING Oppenheimer Main Street Portfolio® - Service 2 Class			ING PIMCO Core Bond Portfolio - Service Class			ING PIMCO Core Bond Portfolio - Service 2 Class

Net assets at January 1, 2004	$	494,911		$	1,951		$	514,027		$	16,545

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5,161	)		(27	)		4,040			221
Net realized gain (loss) on investments and capital gains distributions		(18,834	)		102			7,889			134
Net unrealized appreciation (depreciation) of investments		72,757			175			2,633			164

Net increase (decrease) in net assets from operations		48,762			250			14,562			519
Changes from principal transactions:
Premiums		16,993			824			97,860			11,756
Surrenders and withdrawals		(62,983	)		(116	)		(38,003	)		(614	)
Death benefits		(10,005	)		(61	)		(6,917	)		(333	)
Transfers between Divisions (including fixed account), net		(40	)		—			66			(18	)

Increase (decrease) in net assets derived from principal transactions		(56,035	)		647			53,006			10,791

Total increase (decrease) in net assets		(7,273	)		897			67,568			11,310

Net assets at December 31, 2004		487,638			2,848			581,595			27,855

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4,417	)		(49	)		8,956			319
Net realized gain (loss) on investments and capital gains distributions		394			52			10,293			352
Net unrealized appreciation (depreciation) of investments		20,294			147			(16,867	)		(719	)

Net increase (decrease) in net assets from operations		16,271			150			2,382			(48	)
Changes from principal transactions:
Premiums		15,930			1,171			71,804			7,973
Surrenders and withdrawals		(62,861	)		212			(29,075	)		164
Death benefits		(9,540	)		(26	)		(7,229	)		(198	)
Transfers between Divisions (including fixed account), net		(37	)		(5	)		49			(7	)

Increase (decrease) in net assets derived from principal transactions		(56,508	)		1,352			35,549			7,932

Total increase (decrease) in net assets		(40,237	)		1,502			37,931			7,884

Net assets at December 31, 2005	$	447,401		$	4,350		$	619,526		$	35,739

The accompanying notes are an integral part of these financial statements.

112

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING PIMCO High Yield Portfolio - Service Class			ING Pioneer Fund Portfolio - Service Class			ING Pioneer Mid Cap Value Portfolio - Service Class			ING Salomon Brothers All Cap Portfolio - Service Class

Net assets at January 1, 2004	$	—		$	—		$	—		$	421,482

Increase (decrease) in net assets
Operations:
Net investment income (loss)		15,567			—			—			(7,972	)
Net realized gain (loss) on investments and capital gains distributions		(3	)		—			—			(139	)
Net unrealized appreciation (depreciation) of investments		29,372			—			—			29,687

Net increase (decrease) in net assets from operations		44,936			—			—			21,576
Changes from principal transactions:
Premiums		60,150			—			—			46,631
Surrenders and withdrawals		555,624			—			—			(57,077	)
Death benefits		(5,454	)		—			—			(5,359	)
Transfers between Divisions (including fixed account), net		(395	)		—			—			(17	)

Increase (decrease) in net assets derived from principal transactions		609,925			—			—			(15,822	)

Total increase (decrease) in net assets		654,861			—			—			5,754

Net assets at December 31, 2004		654,861			—			—			427,236

Increase (decrease) in net assets
Operations:
Net investment income (loss)		29,331			(184	)		(4,088	)		(6,188	)
Net realized gain (loss) on investments and capital gains distributions		6,949			49			691			7,112
Net unrealized appreciation (depreciation) of investments		(22,893	)		2,279			17,176			6,550

Net increase (decrease) in net assets from operations		13,387			2,144			13,779			7,474
Changes from principal transactions:
Premiums		69,158			4,023			62,682			18,511
Surrenders and withdrawals		(104,056	)		76,207			517,562			(77,715	)
Death benefits		(9,117	)		(118	)		(1,007	)		(4,695	)
Transfers between Divisions (including fixed account), net		14			(3	)		(20	)		(78	)

Increase (decrease) in net assets derived from principal transactions		(44,001	)		80,109			579,217			(63,977	)

Total increase (decrease) in net assets		(30,614	)		82,253			592,996			(56,503	)

Net assets at December 31, 2005	$	624,247		$	82,253		$	592,996		$	370,733

The accompanying notes are an integral part of these financial statements.

113

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Salomon Brothers All Cap Portfolio - Service 2 Class			ING T. Rowe Price Capital Appreciation Portfolio - Service Class			ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class			ING T. Rowe Price Equity Income Portfolio - Service Class

Net assets at January 1, 2004	$	6,124		$	1,365,679		$	20,206		$	643,858

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(195	)		(12,856	)		(277	)		(7,981	)
Net realized gain (loss) on investments and capital gains distributions		24			23,720			438			7,490
Net unrealized appreciation (depreciation) of investments		825			210,797			5,502			99,781

Net increase (decrease) in net assets from operations		654			221,661			5,663			99,290
Changes from principal transactions:
Premiums		7,041			316,296			25,440			192,239
Surrenders and withdrawals		996			(15,800	)		4,304			(7,784	)
Death benefits		(33	)		(21,059	)		(174	)		(11,458	)
Transfers between Divisions (including fixed account), net		(3	)		27			(12	)		45

Increase (decrease) in net assets derived from principal transactions		8,001			279,464			29,558			173,042

Total increase (decrease) in net assets		8,655			501,125			35,221			272,332

Net assets at December 31, 2004		14,779			1,866,804			55,427			916,190

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(330	)		(15,328	)		(826	)		(8,424	)
Net realized gain (loss) on investments and capital gains distributions		232			85,879			3,100			30,897
Net unrealized appreciation (depreciation) of investments		620			45,590			1,906			(5,030	)

Net increase (decrease) in net assets from operations		522			116,141			4,180			17,443
Changes from principal transactions:
Premiums		6,090			372,946			27,683			100,383
Surrenders and withdrawals		(210	)		(90,907	)		4,940			(80,601	)
Death benefits		(124	)		(25,406	)		(697	)		(13,343	)
Transfers between Divisions (including fixed account), net		(8	)		(91	)		(21	)		44

Increase (decrease) in net assets derived from principal transactions		5,748			256,542			31,905			6,483

Total increase (decrease) in net assets		6,270			372,683			36,085			23,926

Net assets at December 31, 2005	$	21,049		$	2,239,487		$	91,512		$	940,116

The accompanying notes are an integral part of these financial statements.

114

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING T. Rowe Price Equity Income Portfolio - Service 2 Class			ING Templeton Global Growth Portfolio - Service Class			ING Templeton Global Growth Portfolio - Service 2 Class			ING UBS U.S. Allocation Portfolio - Service Class

Net assets at January 1, 2004	$	10,819		$	352,387		$	2,084		$	68,664

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(195	)		(5,140	)		(50	)		(1,130	)
Net realized gain (loss) on investments and capital gains distributions		378			6,718			74			(2	)
Net unrealized appreciation (depreciation) of investments		2,005			29,309			328			8,967

Net increase (decrease) in net assets from operations		2,188			30,887			352			7,835
Changes from principal transactions:
Premiums		9,991			40,976			1,959			25,150
Surrenders and withdrawals		235			(36,553	)		386			1,370
Death benefits		(126	)		(4,654	)		(14	)		(941	)
Transfers between Divisions (including fixed account), net		(16	)		50			—			24

Increase (decrease) in net assets derived from principal transactions		10,084			(181	)		2,331			25,603

Total increase (decrease) in net assets		12,272			30,706			2,683			33,438

Net assets at December 31, 2004		23,091			383,093			4,767			102,102

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(360	)		(4,532	)		(91	)		(897	)
Net realized gain (loss) on investments and capital gains distributions		1,517			8,603			152			1,170
Net unrealized appreciation (depreciation) of investments		(709	)		22,661			394			4,474

Net increase (decrease) in net assets from operations		448			26,732			455			4,747
Changes from principal transactions:
Premiums		7,598			25,674			1,240			11,903
Surrenders and withdrawals		270			(55,678	)		21			(1,532	)
Death benefits		(124	)		(6,208	)		(15	)		(1,381	)
Transfers between Divisions (including fixed account), net		(4	)		(43	)		—			(26	)

Increase (decrease) in net assets derived from principal transactions		7,740			(36,255	)		1,246			8,964

Total increase (decrease) in net assets		8,188			(9,523	)		1,701			13,711

Net assets at December 31, 2005	$	31,279		$	373,570		$	6,468		$	115,813

The accompanying notes are an integral part of these financial statements.

115

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING UBS U.S. Allocation Portfolio - Service 2 Class			ING Van Kampen Equity Growth Portfolio - Service Class			ING Van Kampen Equity Growth Portfolio - Service 2 Class			ING Van Kampen Global Franchise Portfolio - Service Class

Net assets at January 1, 2004	$	963		$	29,848		$	5,909		$	58,019

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(23	)		(784	)		(182	)		(1,862	)
Net realized gain (loss) on investments and capital gains distributions		10			582			182			2,226
Net unrealized appreciation (depreciation) of investments		228			2,087			462			9,205

Net increase (decrease) in net assets from operations		215			1,885			462			9,569
Changes from principal transactions:
Premiums		1,748			9,844			4,021			41,118
Surrenders and withdrawals		285			(975	)		(470	)		9,323
Death benefits		(7	)		(283	)		(110	)		(830	)

Transfers between Divisions (including fixed account), net		—			10			(1	)		9

Increase (decrease) in net assets derived from principal transactions		2,026			8,596			3,440			49,619

Total increase (decrease) in net assets		2,241			10,481			3,902			59,189

Net assets at December 31, 2004		3,204			40,329			9,811			117,208

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(46	)		(860	)		(239	)		(3,512	)
Net realized gain (loss) on investments and capital gains distributions		67			2,019			232			7,778
Net unrealized appreciation (depreciation) of investments		163			4,593			1,390			10,038

Net increase (decrease) in net assets from operations		184			5,752			1,383			14,304
Changes from principal transactions:
Premiums		1,078			6,439			2,047			54,687
Surrenders and withdrawals		243			8,620			(313	)		28,388
Death benefits		—			(248	)		(110	)		(865	)
Transfers between Divisions (including fixed account), net		(1	)		(5	)		(3	)		(12	)

Increase (decrease) in net assets derived from principal transactions		1,320			14,806			1,621			82,198

Total increase (decrease) in net assets		1,504			20,558			3,004			96,502

Net assets at December 31, 2005	$	4,708		$	60,887		$	12,815		$	213,710

The accompanying notes are an integral part of these financial statements.

116

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Van Kampen Global Franchise Portfolio - Service 2 Class			ING Van Kampen Growth and Income Portfolio - Service Class			ING Van Kampen Growth and Income Portfolio - Service 2 Class			ING Van Kampen Real Estate Portfolio - Service Class

Net assets at January 1, 2004	$	14,506		$	705,253		$	24,058		$	330,864

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(578	)		(6,111	)		(312	)		(1,332	)
Net realized gain (loss) on investments and capital gains distributions		91			5,315			281			18,562
Net unrealized appreciation (depreciation) of investments		3,601			84,022			4,986			113,247

Net increase (decrease) in net assets from operations		3,114			83,226			4,955			130,477
Changes from principal transactions:
Premiums		19,169			52,622			21,974			101,854
Surrenders and withdrawals		3,105			(53,914	)		2,497			(1,314	)
Death benefits		(38	)		(14,392	)		(145	)		(4,466	)
Transfers between Divisions (including fixed account), net		(25	)		1			(8	)		(38	)

Increase (decrease) in net assets derived from principal transactions		22,211			(15,683	)		24,318			96,036

Total increase (decrease) in net assets		25,325			67,543			29,273			226,513

Net assets at December 31, 2004		39,831			772,796			53,331			557,377

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,216	)		(6,646	)		(853	)		(6,290	)
Net realized gain (loss) on investments and capital gains distributions		836			12,167			2,006			43,070
Net unrealized appreciation (depreciation) of investments		4,796			54,120			3,316			48,208

Net increase (decrease) in net assets from operations		4,416			59,641			4,469			84,988
Changes from principal transactions:
Premiums		20,498			49,104			11,542			125,458
Surrenders and withdrawals		1,812			(72,080	)		1,450			(75,371	)
Death benefits		(303	)		(17,769	)		(393	)		(8,351	)
Transfers between Divisions (including fixed account), net		(17	)		(37	)		(16	)		(106	)

Increase (decrease) in net assets derived from principal transactions		21,990			(40,782	)		12,583			41,630

Total increase (decrease) in net assets		26,406			18,859			17,052			126,618

Net assets at December 31, 2005	$	66,237		$	791,655		$	70,383		$	683,995

The accompanying notes are an integral part of these financial statements.

117

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Van Kampen Real Estate Portfolio - Service 2 Class			ING VP Index Plus International Equity Portfolio - Service Class			ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class			ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class

Net assets at January 1, 2004	$	6,246		$	—		$	333,380		$	1,639

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(26	)		—			(4,837	)		(43	)
Net realized gain (loss) on investments and capital gains distributions		303			—			(6,568	)		45
Net unrealized appreciation (depreciation) of investments		3,445			—			41,710			274

Net increase (decrease) in net assets from operations		3,722			—			30,305			276
Changes from principal transactions:
Premiums		7,305			—			11,075			1,364
Surrenders and withdrawals		566			—			(53,111	)		22
Death benefits		(35	)		—			(6,690	)		(11	)
Transfers between Divisions (including fixed account), net		(5	)		—			(29	)		2

Increase (decrease) in net assets derived from principal transactions		7,831			—			(48,755	)		1,377

Total increase (decrease) in net assets		11,553			—			(18,450	)		1,653

Net assets at December 31, 2004		17,799			—			314,930			3,292

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(330	)		—			(3,472	)		(65	)
Net realized gain (loss) on investments and capital gains distributions		1,450			1			3,819			107
Net unrealized appreciation (depreciation) of investments		2,244			(1	)		9,505			76

Net increase (decrease) in net assets from operations		3,364			—			9,852			118
Changes from principal transactions:
Premiums		8,507			148			6,787			502
Surrenders and withdrawals		(466	)		92			(46,768	)		126
Death benefits		(208	)		—			(7,086	)		(30	)
Transfers between Divisions (including fixed account), net		(6	)		—			(25	)		(1	)

Increase (decrease) in net assets derived from principal transactions		7,827			240			(47,092	)		597

Total increase (decrease) in net assets		11,191			240			(37,240	)		715

Net assets at December 31, 2005	$	28,990		$	240		$	277,690		$	4,007

The accompanying notes are an integral part of these financial statements.

118

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Wells Fargo Small Cap Disciplined Portfolio - Service Class			ING American Century Large Company Value Portfolio - Service Class			ING American Century Select Portfolio - Initial Class			ING American Century Select Portfolio - Service Class

Net assets at January 1, 2004	$	—		$	362		$	—		$	142

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			—			—			(2	)
Net realized gain (loss) on investments and capital gains distributions		—			18			—			—
Net unrealized appreciation (depreciation) of investments		—			27			—			9

Net increase (decrease) in net assets from operations		—			45			—			7
Changes from principal transactions:
Premiums		—			324			—			140
Surrenders and withdrawals		—			(80	)		—			2
Death benefits		—			—			—			—

Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		—			244			—			142

Total increase (decrease) in net assets		—			289			—			149

Net assets at December 31, 2004		—			651			—			291

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			2			(4	)		(1	)
Net realized gain (loss) on investments and capital gains distributions		—			50			14			12
Net unrealized appreciation (depreciation) of investments		(1	)		(47	)		45			(27	)

Net increase (decrease) in net assets from operations		(1	)		5			55			(16	)
Changes from principal transactions:
Premiums		37			286			—			69
Surrenders and withdrawals		35			(262	)		478			(285	)
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			1			1			—

Increase (decrease) in net assets derived from principal transactions		72			25			479			(216	)

Total increase (decrease) in net assets		71			30			534			(232	)

Net assets at December 31, 2005	$	71		$	681		$	534		$	59

The accompanying notes are an integral part of these financial statements.

119

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING American Century Small Cap Value Portfolio - Service Class			ING Baron Small Cap Growth Portfolio - Service Class			ING Davis Venture Value Portfolio - Service Class			ING Fundamental Research Portfolio - Service Class

Net assets at January 1, 2004	$	162		$	1,028		$	600		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		(10	)		(6	)		—
Net realized gain (loss) on investments and capital gains distributions		38			168			25			—
Net unrealized appreciation (depreciation) of investments		22			126			27			—

Net increase (decrease) in net assets from operations		59			284			46			—
Changes from principal transactions:
Premiums		93			391			261			—
Surrenders and withdrawals		75			(255	)		(98	)		—
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		168			136			163			—

Total increase (decrease) in net assets		227			420			209			—

Net assets at December 31, 2004		389			1,448			809			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3	)		(463	)		(8	)		(7	)
Net realized gain (loss) on investments and capital gains distributions		76			514			35			(4	)
Net unrealized appreciation (depreciation) of investments		(38	)		1,024			(21	)		21

Net increase (decrease) in net assets from operations		35			1,075			6			10
Changes from principal transactions:
Premiums		132			24,849			531			707
Surrenders and withdrawals		(72	)		38,750			875			55
Death benefits		—			(89	)		—			—
Transfers between Divisions (including fixed account), net		(1	)		(6	)		—			—

Increase (decrease) in net assets derived from principal transactions		59			63,504			1,406			762

Total increase (decrease) in net assets		94			64,579			1,412			772

Net assets at December 31, 2005	$	483		$	66,027		$	2,221		$	772

The accompanying notes are an integral part of these financial statements.

120

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Goldman Sachs® Capital Growth Portfolio - Service Class			ING JPMorgan Fleming International Portfolio - Service Class			ING JPMorgan Mid Cap Value Portfolio - Service Class			ING MFS Capital Opportunities Portfolio - Initial Class

Net assets at January 1, 2004	$	—		$	8,019		$	6,151		$	3,009

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(284	)		(209	)		(49	)
Net realized gain (loss) on investments and capital gains distributions		—			1,350			998			47
Net unrealized appreciation (depreciation) of investments		1			5,819			1,706			380

Net increase (decrease) in net assets from operations		1			6,885			2,495			378
Changes from principal transactions:
Premiums		6			27,685			8,396			981
Surrenders and withdrawals		2			21,382			4,166			(419	)
Death benefits		—			(129	)		(57	)		(11	)
Transfers between Divisions (including fixed account), net		—			23			—			—

Increase (decrease) in net assets derived from principal transactions		8			48,961			12,505			551

Total increase (decrease) in net assets		9			55,846			14,998			929

Net assets at December 31, 2004		9			63,865			21,149			3,938

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(1,179	)		(378	)		(35	)
Net realized gain (loss) on investments and capital gains distributions		—			5,215			2,934			241
Net unrealized appreciation (depreciation) of investments		—			2,140			(948	)		(216	)

Net increase (decrease) in net assets from operations		—			6,176			1,608			(10	)
Changes from principal transactions:
Premiums		9			26,618			5,408			150
Surrenders and withdrawals		(6	)		(3,072	)		(3,047	)		(639	)
Death benefits		—			(496	)		(489	)		(56	)
Transfers between Divisions (including fixed account), net		—			(14	)		3			—

Increase (decrease) in net assets derived from principal transactions		3			23,036			1,875			(545	)

Total increase (decrease) in net assets		3			29,212			3,483			(555	)

Net assets at December 31, 2005	$	12		$	93,077		$	24,632		$	3,383

The accompanying notes are an integral part of these financial statements.

121

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING MFS Capital Opportunities Portfolio - Service Class			ING OpCap Balanced Value Portfolio - Service Class			ING Oppenheimer Global Portfolio - Initial Class			ING Oppenheimer Global Portfolio - Service Class

Net assets at January 1, 2004	$	391		$	408		$	—		$	1,586

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3	)		(1	)		—			(40	)
Net realized gain (loss) on investments and capital gains distributions		—			34			—			193
Net unrealized appreciation (depreciation) of investments		45			37			—			153

Net increase (decrease) in net assets from operations		42			70			—			306
Changes from principal transactions:
Premiums		52			596			—			1,117
Surrenders and withdrawals		(41	)		(43	)		—			51
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		11			553			—			1,168

Total increase (decrease) in net assets		53			623			—			1,474

Net assets at December 31, 2004		444			1,031			—			3,060

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		(6	)		(10	)		19
Net realized gain (loss) on investments and capital gains distributions		43			46			632			978
Net unrealized appreciation (depreciation) of investments		(45	)		(17	)		2,620			743

Net increase (decrease) in net assets from operations		(3	)		23			3,242			1,740
Changes from principal transactions:
Premiums		20			275			15			16,590
Surrenders and withdrawals		(184	)		(333	)		15,096			11,260
Death benefits		—			—			(45	)		(37	)
Transfers between Divisions (including fixed account), net		—			(1	)		(1	)		2

Increase (decrease) in net assets derived from principal transactions		(164	)		(59	)		15,065			27,815

Total increase (decrease) in net assets		(167	)		(36	)		18,307			29,555

Net assets at December 31, 2005	$	277		$	995		$	18,307		$	32,615

The accompanying notes are an integral part of these financial statements.

122

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Oppenheimer Strategic Income Portfolio - Service Class			ING PIMCO Total Return Portfolio - Service Class			ING Salomon Brothers Aggressive Growth Portfolio - Service Class			ING Solution 2015 Portfolio - Service Class

Net assets at January 1, 2004	$	—		$	1,918		$	13,880		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(18	)		(1,538	)		—
Net realized gain (loss) on investments and capital gains distributions		—			27			834			—
Net unrealized appreciation (depreciation) of investments		—			60			6,465			—

Net increase (decrease) in net assets from operations		—			69			5,761			—
Changes from principal transactions:
Premiums		—			505			82,588			—
Surrenders and withdrawals		—			(325	)		11,253			—
Death benefits		—			(51	)		(450	)		—
Transfers between Divisions (including fixed account), net		—			—			(1	)		—

Increase (decrease) in net assets derived from principal transactions		—			129			93,390			—

Total increase (decrease) in net assets		—			198			99,151			—

Net assets at December 31, 2004		—			2,116			113,031			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		42			16			(3,070	)		(1	)
Net realized gain (loss) on investments and capital gains distributions		4			36			1,075			—
Net unrealized appreciation (depreciation) of investments		(15	)		(26	)		14,115			11

Net increase (decrease) in net assets from operations		31			26			12,120			10
Changes from principal transactions:
Premiums		379			799			28,768			159
Surrenders and withdrawals		2,684			(155	)		1,253			194
Death benefits		—			(12	)		(539	)		—
Transfers between Divisions (including fixed account), net		(1	)		2			(17	)		—

Increase (decrease) in net assets derived from principal transactions		3,062			634			29,465			353

Total increase (decrease) in net assets		3,093			660			41,585			363

Net assets at December 31, 2005	$	3,093		$	2,776		$	154,616		$	363

The accompanying notes are an integral part of these financial statements.

123

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Solution 2025 Portfolio - Service Class		ING Solution 2035 Portfolio - Service Class		ING Solution 2045 Portfolio - Service Class		ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class

Net assets at January 1, 2004	$	—	$	—	$	—	$	557

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—		—		—		(5	)
Net realized gain (loss) on investments and capital gains distributions		—		—		—		29
Net unrealized appreciation (depreciation) of investments		—		—		—		(6	)

Net increase (decrease) in net assets from operations		—		—		—		18
Changes from principal transactions:
Premiums		—		—		—		151
Surrenders and withdrawals		—		—		—		(197	)
Death benefits		—		—		—		—
Transfers between Divisions (including fixed account), net		—		—		—		—

Increase (decrease) in net assets derived from principal transactions		—		—		—		(46	)

Total increase (decrease) in net assets		—		—		—		(28	)

Net assets at December 31, 2004		—		—		—		529

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—		—		—		(5	)
Net realized gain (loss) on investments and capital gains distributions		—		—		—		18
Net unrealized appreciation (depreciation) of investments		1		1		—		37

Net increase (decrease) in net assets from operations		1		1		—		50
Changes from principal transactions:
Premiums		20		5		—		149
Surrenders and withdrawals		26		13		5		3
Death benefits		—		—		—		—
Transfers between Divisions (including fixed account), net		—		—		—		(2	)

Increase (decrease) in net assets derived from principal transactions		46		18		5		150

Total increase (decrease) in net assets		47		19		5		200

Net assets at December 31, 2005	$	47	$	19	$	5	$	729

The accompanying notes are an integral part of these financial statements.

124

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING T. Rowe Price Growth Equity Portfolio - Service Class			ING UBS U.S. Large Cap Equity Portfolio - Service Class			ING Van Kampen Comstock Portfolio - Service Class			ING Van Kampen Equity and Income Portfolio - Initial Class

Net assets at January 1, 2004	$	2,295		$	97		$	37,583		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(21	)		(1	)		(1,414	)		—
Net realized gain (loss) on investments and capital gains distributions		87			11			423			—
Net unrealized appreciation (depreciation) of investments		170			46			11,516			—

Net increase (decrease) in net assets from operations		236			56			10,525			—
Changes from principal transactions:
Premiums		529			212			47,110			—
Surrenders and withdrawals		(78	)		16			8,611			—
Death benefits		—			—			(537	)		—
Transfers between Divisions (including fixed account), net		—			293			(8	)		—

Increase (decrease) in net assets derived from principal transactions		451			521			55,176			—

Total increase (decrease) in net assets		687			577			65,701			—

Net assets at December 31, 2004		2,982			674			103,284			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(13	)		(41	)		(2,267	)		(55	)
Net realized gain (loss) on investments and capital gains distributions		185			275			5,519			35
Net unrealized appreciation (depreciation) of investments		(18	)		209			(266	)		341

Net increase (decrease) in net assets from operations		154			443			2,986			321
Changes from principal transactions:
Premiums		815			2,406			53,148			665
Surrenders and withdrawals		(617	)		3,629			10,038			3,197
Death benefits		(26	)		(9	)		(556	)		(31	)
Transfers between Divisions (including fixed account), net		—			85			23			(1	)

Increase (decrease) in net assets derived from principal transactions		172			6,111			62,653			3,830

Total increase (decrease) in net assets		326			6,554			65,639			4,151

Net assets at December 31, 2005	$	3,308		$	7,228		$	168,923		$	4,151

The accompanying notes are an integral part of these financial statements.

125

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING Van Kampen Equity and Income Portfolio - Service Class			ING VP Strategic Allocation Balanced Portfolio - Class S		ING VP Strategic Allocation Growth Portfolio - Class S		ING VP Strategic Allocation Income Portfolio - Class S

Net assets at January 1, 2004	$	89		$	—	$	—	$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		—		—		—
Net realized gain (loss) on investments and capital gains distributions		4			—		—		—
Net unrealized appreciation (depreciation) of investments		15			—		—		—

Net increase (decrease) in net assets from operations		18			—		—		—
Changes from principal transactions:
Premiums		119			—		—		—
Surrenders and withdrawals		30			—		—		—
Death benefits		—			—		—		—
Transfers between Divisions (including fixed account), net		—			—		—		—

Increase (decrease) in net assets derived from principal transactions		149			—		—		—

Total increase (decrease) in net assets		167			—		—		—

Net assets at December 31, 2004		256			—		—		—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(166	)		1		—		—
Net realized gain (loss) on investments and capital gains distributions		33			—		—		—
Net unrealized appreciation (depreciation) of investments		882			8		1		2

Net increase (decrease) in net assets from operations		749			9		1		2
Changes from principal transactions:
Premiums		16,695			199		18		154
Surrenders and withdrawals		16,397			154		10		(38	)
Death benefits		—			—		—		—
Transfers between Divisions (including fixed account), net		1			—		—		—

Increase (decrease) in net assets derived from principal transactions		33,093			353		28		116

Total increase (decrease) in net assets		33,842			362		29		118

Net assets at December 31, 2005	$	34,098		$	362	$	29	$	118

The accompanying notes are an integral part of these financial statements.

126

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING VP Growth and Income Portfolio - Class S			ING GET U.S. Core Portfolio - Series 1			ING GET U.S. Core Portfolio - Series 2			ING GET U.S. Core Portfolio - Series 3

Net assets at January 1, 2004	$	1,723		$	220,805		$	167,331		$	8,966

Increase (decrease) in net assets
Operations:
Net investment income (loss)		22			(3,028	)		(2,878	)		(2,834	)
Net realized gain (loss) on investments and capital gains distributions		45			2,635			1,607			(277	)
Net unrealized appreciation (depreciation) of investments		43			2,488			3,468			1,616

Net increase (decrease) in net assets from operations		110			2,095			2,197			(1,495	)
Changes from principal transactions:
Premiums		407			(121	)		(53	)		(3,730	)
Surrenders and withdrawals		(464	)		(49,141	)		(55,388	)		131,458
Death benefits		—			(2,750	)		(836	)		(487	)
Transfers between Divisions (including fixed account), net		—			(33	)		117			4,449

Increase (decrease) in net assets derived from principal transactions		(57	)		(52,045	)		(56,160	)		131,690

Total increase (decrease) in net assets		53			(49,950	)		(53,963	)		130,195

Net assets at December 31, 2004		1,776			170,855			113,368			139,161

Increase (decrease) in net assets
Operations:
Net investment income (loss)		6			285			512			(253	)
Net realized gain (loss) on investments and capital gains distributions		99			7,130			2,597			96
Net unrealized appreciation (depreciation) of investments		40			(8,740	)		(4,631	)		(1,798	)

Net increase (decrease) in net assets from operations		145			(1,325	)		(1,522	)		(1,955	)
Changes from principal transactions:
Premiums		964			(58	)		(36	)		(58	)
Surrenders and withdrawals		(455	)		(39,945	)		(20,130	)		(40,328	)
Death benefits		—			(1,353	)		(765	)		(1,363	)
Transfers between Divisions (including fixed account), net		1			46			13			—

Increase (decrease) in net assets derived from principal transactions		510			(41,310	)		(20,918	)		(41,749	)

Total increase (decrease) in net assets		655			(42,635	)		(22,440	)		(43,704	)

Net assets at December 31, 2005	$	2,431		$	128,220		$	90,928		$	95,457

The accompanying notes are an integral part of these financial statements.

127

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING GET U.S. Core Portfolio - Series 4			ING GET U.S. Core Portfolio - Series 5			ING GET U.S. Core Portfolio - Series 6			ING GET U.S. Core Portfolio - Series 7

Net assets at January 1, 2004	$	—		$	—		$	—		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,053	)		(369	)		(95	)		—
Net realized gain (loss) on investments and capital gains distributions		370			475			2			—
Net unrealized appreciation (depreciation) of investments		3,706			2,250			553			—

Net increase (decrease) in net assets from operations		3,023			2,356			460			—
Changes from principal transactions:
Premiums		2,664			1,737			749			13
Surrenders and withdrawals		68,258			38,807			58,719			1,255
Death benefits		(212	)		(40	)		—			—
Transfers between Divisions (including fixed account), net		2,640			228			386			—

Increase (decrease) in net assets derived from principal transactions		73,350			40,732			59,854			1,268

Total increase (decrease) in net assets		76,373			43,088			60,314			1,268

Net assets at December 31, 2004		76,373			43,088			60,314			1,268

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(401	)		(479	)		(922	)		(780	)
Net realized gain (loss) on investments and capital gains distributions		1,001			976			363			107
Net unrealized appreciation (depreciation) of investments		(1,359	)		(379	)		758			684

Net increase (decrease) in net assets from operations		(759	)		118			199			11
Changes from principal transactions:
Premiums		(33	)		(11	)		(6	)		941
Surrenders and withdrawals		(14,734	)		(5,909	)		(17,900	)		34,375
Death benefits		(287	)		(205	)		(360	)		(24	)
Transfers between Divisions (including fixed account), net		(3	)		—			(3	)		239

Increase (decrease) in net assets derived from principal transactions		(15,057	)		(6,125	)		(18,269	)		35,531

Total increase (decrease) in net assets		(15,816	)		(6,007	)		(18,070	)		35,542

Net assets at December 31, 2005	$	60,557		$	37,081		$	42,244		$	36,810

The accompanying notes are an integral part of these financial statements.

128

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING GET U.S.			ING GET U.S.			ING GET U.S.			ING GET U.S.
	Core Portfolio -			Core Portfolio -			Core Portfolio -			Core Portfolio -
	Series 8			Series 9			Series 10			Series 11

Net assets at January 1, 2004	$	—		$	—		$	—		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			—			—			—
Net realized gain (loss) on investments and capital gains distributions		—			—			—			—
Net unrealized appreciation (depreciation) of investments		—			—			—			—

Net increase (decrease) in net assets from operations		—			—			—			—
Changes from principal transactions:
Premiums		—			—			—			—
Surrenders and withdrawals		—			—			—			—
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		—			—			—			—

Total increase (decrease) in net assets		—			—			—			—

Net assets at December 31, 2004		—			—			—			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(203	)		(122	)		(27	)		(1	)
Net realized gain (loss) on investments and capital gains distributions		40			4			6			—
Net unrealized appreciation (depreciation) of investments		258			9			(66	)		3

Net increase (decrease) in net assets from operations		95			(109	)		(87	)		2
Changes from principal transactions:
Premiums		138			143			372			—
Surrenders and withdrawals		14,698			16,182			12,045			1,481
Death benefits		(183	)		—			—			—
Transfers between Divisions (including fixed account), net		408			277			174			(1	)

Increase (decrease) in net assets derived from principal transactions		15,061			16,602			12,591			1,480

Total increase (decrease) in net assets		15,156			16,493			12,504			1,482

Net assets at December 31, 2005	$	15,156		$	16,493		$	12,504		$	1,482

The accompanying notes are an integral part of these financial statements.

129

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


				ING VP Global
	ING VP Global			Science and		ING VP			ING VP Index
	Equity			Technology		Growth			Plus LargeCap
	Dividend Portfolio			Portfolio - Class S		Portfolio - Class S			Portfolio - Class S

Net assets at January 1, 2004	$	50,319		$	—	$	292		$	59,693

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(758	)		—		(3	)		(922	)
Net realized gain (loss) on investments and capital gains distributions		26			—		3			1,034
Net unrealized appreciation (depreciation) of investments		4,200			—		19			8,335

Net increase (decrease) in net assets from operations		3,468			—		19			8,447
Changes from principal transactions:
Premiums		7,521			—		58			47,213
Surrenders and withdrawals		(4,553	)		—		(13	)		13,556
Death benefits		(652	)		—		—			(747	)
Transfers between Divisions (including fixed account), net		(30	)		—		—			(7	)

Increase (decrease) in net assets derived from principal transactions		2,286			—		45			60,015

Total increase (decrease) in net assets		5,754			—		64			68,462

Net assets at December 31, 2004		56,073			—		356			128,155

Increase (decrease) in net assets
Operations:
Net investment income (loss)		522			—		(2	)		(1,382	)
Net realized gain (loss) on investments and capital gains distributions		1,206			—		22			4,313
Net unrealized appreciation (depreciation) of investments		(472	)		6		—			2,136

Net increase (decrease) in net assets from operations		1,256			6		20			5,067
Changes from principal transactions:
Premiums		5,475			66		18			43,426
Surrenders and withdrawals		(2,112	)		6		(109	)		(1,802	)
Death benefits		(539	)		—		—			(1,087	)
Transfers between Divisions (including fixed account), net		(10	)		—		—			(11	)

Increase (decrease) in net assets derived from principal transactions		2,814			72		(91	)		40,526

Total increase (decrease) in net assets		4,070			78		(71	)		45,593

Net assets at December 31, 2005	$	60,143		$	78	$	285		$	173,748

The accompanying notes are an integral part of these financial statements.

130

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING VP Index			ING VP Index			ING VP			ING VP Small
	Plus MidCap			Plus SmallCap			International			Company
	Portfolio - Class			Portfolio - Class			Equity Portfolio			Portfolio - Class
	S			S			- Class S			S

Net assets at January 1, 2004	$	19,893		$	16,341		$	197		$	876

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(566	)		(581	)		—			(7	)
Net realized gain (loss) on investments and capital gains distributions		480			1,882			27			59
Net unrealized appreciation (depreciation) of investments		7,708			6,657			7			81

Net increase (decrease) in net assets from operations		7,622			7,958			34			133
Changes from principal transactions:
Premiums		32,859			25,171			(14	)		398
Surrenders and withdrawals		19,038			19,611			48			(140	)
Death benefits		(133	)		(125	)		—			—
Transfers between Divisions (including fixed account), net		10			29			—			—

Increase (decrease) in net assets derived from principal transactions		51,774			44,686			34			258

Total increase (decrease) in net assets		59,396			52,644			68			391

Net assets at December 31, 2004		79,289			68,985			265			1,267

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,103	)		(1,975	)		(1	)		(11	)
Net realized gain (loss) on investments and capital gains distributions		12,498			8,389			24			77
Net unrealized appreciation (depreciation) of investments		1,873			(48	)		22			29

Net increase (decrease) in net assets from operations		12,268			6,366			45			95
Changes from principal transactions:
Premiums		55,094			47,100			51			112
Surrenders and withdrawals		31,718			23,185			(10	)		(180	)
Death benefits		(722	)		(850	)		—			—
Transfers between Divisions (including fixed account), net		(13	)		(15	)		2			—

Increase (decrease) in net assets derived from principal transactions		86,077			69,420			43			(68	)

Total increase (decrease) in net assets		98,345			75,786			88			27

Net assets at December 31, 2005	$	177,634		$	144,771		$	353		$	1,294

The accompanying notes are an integral part of these financial statements.

131

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


							ING VP
	ING VP Value			ING VP			Financial			ING VP
	Opportunity			Convertible			Services			International
	Portfolio - Class			Portfolio - Class			Portfolio - Class			Value Portfolio
	S			S			S			- Class S

Net assets at January 1, 2004	$	2,270		$	3,925		$	—		$	534

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(25	)		52			(76	)		1
Net realized gain (loss) on investments and capital gains distributions		(28	)		371			250			79
Net unrealized appreciation (depreciation) of investments		300			23			1,011			75

Net increase (decrease) in net assets from operations		247			446			1,185			155
Changes from principal transactions:
Premiums		768			3,422			7,290			488
Surrenders and withdrawals		216			844			5,845			91
Death benefits		(24	)		(29	)		(59	)		(24	)
Transfers between Divisions (including fixed account), net		1			—			(11	)		—

Increase (decrease) in net assets derived from principal transactions		961			4,237			13,065			555

Total increase (decrease) in net assets		1,208			4,683			14,250			710

Net assets at December 31, 2004		3,478			8,608			14,250			1,244

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(44	)		75			(318	)		20
Net realized gain (loss) on investments and capital gains distributions		222			154			1,937			138
Net unrealized appreciation (depreciation) of investments		(189	)		(316	)		3,252			73

Net increase (decrease) in net assets from operations		(11	)		(87	)		4,871			231
Changes from principal transactions:
Premiums		246			866			9,458			1,097
Surrenders and withdrawals		24,817			(1,389	)		47,475			279
Death benefits		(1	)		(62	)		(70	)		(6	)
Transfers between Divisions (including fixed account), net		8			6			(4	)		1

Increase (decrease) in net assets derived from principal transactions		25,070			(579	)		56,859			1,371

Total increase (decrease) in net assets		25,059			(666	)		61,730			1,602

Net assets at December 31, 2005	$	28,537		$	7,942		$	75,980		$	2,846

The accompanying notes are an integral part of these financial statements.

132

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING VP						ING VP
	LargeCap			ING VP			MidCap
	Growth			MagnaCap			Opportunities			ING VP Real
	Portfolio - Class			Portfolio - Class			Portfolio - Class			Estate Portfolio
	S			S			S			- Class S

Net assets at January 1, 2004	$	1,941		$	27,551		$	280		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		33			(173	)		(463	)		—
Net realized gain (loss) on investments and capital gains distributions		77			(52	)		(155	)		—
Net unrealized appreciation (depreciation) of investments		88			2,072			2,117			—

Net increase (decrease) in net assets from operations		198			1,847			1,499			—
Changes from principal transactions:
Premiums		4			4,162			5,124			—
Surrenders and withdrawals		(265	)		(3,652	)		25,160			—
Death benefits		(5	)		(261	)		(105	)		—
Transfers between Divisions (including fixed account), net		—			(8	)		(3	)		—

Increase (decrease) in net assets derived from principal transactions		(266	)		241			30,176			—

Total increase (decrease) in net assets		(68	)		2,088			31,675			—

Net assets at December 31, 2004		1,873			29,639			31,955			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(25	)		(242	)		(708	)		4
Net realized gain (loss) on investments and capital gains distributions		63			6,811			482			7
Net unrealized appreciation (depreciation) of investments		(15	)		(5,179	)		2,587			17

Net increase (decrease) in net assets from operations		23			1,390			2,361			28
Changes from principal transactions:
Premiums		8			687			2,454			418
Surrenders and withdrawals		(143	)		(31,253	)		(5,405	)		183
Death benefits		(26	)		(451	)		(95	)		—
Transfers between Divisions (including fixed account), net		1			(12	)		(11	)		(1	)

Increase (decrease) in net assets derived from principal transactions		(160	)		(31,029	)		(3,057	)		600

Total increase (decrease) in net assets		(137	)		(29,639	)		(696	)		628

Net assets at December 31, 2005	$	1,736		$	—		$	31,259		$	628

The accompanying notes are an integral part of these financial statements.

133

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	ING VP
	SmallCap			ING VP			ING VP			Janus Aspen
	Opportunities			Balanced			Intermediate			Series Balanced
	Portfolio - Class			Portfolio - Class			Bond Portfolio -			Portfolio -
	S			S			Class S			Service Shares

Net assets at January 1, 2004	$	90,453		$	1,231		$	71,483		$	4,464

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,040	)		25			9,098			59
Net realized gain (loss) on investments and capital gains distributions		(2,947	)		41			5,223			115
Net unrealized appreciation (depreciation) of investments		12,096			154			(10,965	)		127

Net increase (decrease) in net assets from operations		7,109			220			3,356			301
Changes from principal transactions:
Premiums		21,987			1,454			119,065			376
Surrenders and withdrawals		(15,293	)		215			12,003			(855	)
Death benefits		(534	)		—			(2,445	)		—
Transfers between Divisions (including fixed account), net		(24	)		—			(97	)		—

Increase (decrease) in net assets derived from principal transactions		6,136			1,669			128,526			(479	)

Total increase (decrease) in net assets		13,245			1,889			131,882			(178	)

Net assets at December 31, 2004		103,698			3,120			203,365			4,286

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,357	)		36			4,793			(10	)
Net realized gain (loss) on investments and capital gains distributions		3,397			97			(570	)		333
Net unrealized appreciation (depreciation) of investments		5,832			(45	)		(2,599	)		(444	)

Net increase (decrease) in net assets from operations		6,872			88			1,624			(121	)
Changes from principal transactions:
Premiums		12,589			766			46,486			13
Surrenders and withdrawals		(9,973	)		(805	)		51,097			(4,156	)
Death benefits		(731	)		—			(1,771	)		(20	)
Transfers between Divisions (including fixed account), net		(23	)		1			(27	)		(2	)

Increase (decrease) in net assets derived from principal transactions		1,862			(38	)		95,785			(4,165	)

Total increase (decrease) in net assets		8,734			50			97,409			(4,286	)

Net assets at December 31, 2005	$	112,432		$	3,170		$	300,774		$	—

The accompanying notes are an integral part of these financial statements.

134

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


							Janus Aspen
	Janus Aspen						Series
	Series Flexible			Janus Aspen			Worldwide			Colonial Small
	Income			Series Growth			Growth			Cap Value
	Portfolio -			Portfolio -			Portfolio -			Fund VS Class
	Service Shares			Service Shares			Service Shares			B

Net assets at January 1, 2004	$	1,873		$	1,007		$	7,200		$	40,999

Increase (decrease) in net assets
Operations:
Net investment income (loss)		93			(8	)		(34	)		(2,288	)
Net realized gain (loss) on investments and capital gains distributions		17			51			222			6,501
Net unrealized appreciation (depreciation) of investments		(58	)		(33	)		(25	)		25,388

Net increase (decrease) in net assets from operations		52			10			163			29,601
Changes from principal transactions:
Premiums		240			86			863			121,588
Surrenders and withdrawals		(360	)		(351	)		(1,407	)		48,842
Death benefits		(37	)		—			(100	)		(566	)
Transfers between Divisions (including fixed account), net		—			—			—			(40	)

Increase (decrease) in net assets derived from principal transactions		(157	)		(265	)		(644	)		169,824

Total increase (decrease) in net assets		(105	)		(255	)		(481	)		199,425

Net assets at December 31, 2004		1,768			752			6,719			240,424

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5	)		(2	)		(29	)		(6,928	)
Net realized gain (loss) on investments and capital gains distributions		(48	)		61			552			4,064
Net unrealized appreciation (depreciation) of investments		53			(101	)		(812	)		15,535

Net increase (decrease) in net assets from operations		—			(42	)		(289	)		12,671
Changes from principal transactions:
Premiums		—			5			18			83,430
Surrenders and withdrawals		(1,769	)		(716	)		(6,410	)		13,994
Death benefits		—			—			(38	)		(1,657	)
Transfers between Divisions (including fixed account), net		1			1			—			(45	)

Increase (decrease) in net assets derived from principal transactions		(1,768	)		(710	)		(6,430	)		95,722

Total increase (decrease) in net assets		(1,768	)		(752	)		(6,719	)		108,393

Net assets at December 31, 2005	$	—		$	—		$	—		$	348,817

The accompanying notes are an integral part of these financial statements.

135

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	Oppenheimer			Oppenheimer
	Global			Main Street		Oppenheimer			PIMCO Real
	Securities			Small Cap		Strategic Bond			Return
	Fund/VA -			Fund®/VA -		Fund/VA -			Portfolio -
	Service Class			Service Class		Service Class			Admin Class

Net assets at January 1, 2004	$	2,901		$	—	$	702		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3	)		—		35			—
Net realized gain (loss) on investments and capital gains distributions		244			—		15			—
Net unrealized appreciation (depreciation) of investments		844			—		42			—

Net increase (decrease) in net assets from operations		1,085			—		92			—
Changes from principal transactions:
Premiums		2,855			—		801			—
Surrenders and withdrawals		799			—		(99	)		—
Death benefits		—			—		—			—
Transfers between Divisions (including fixed account), net		—			—		—			—

Increase (decrease) in net assets derived from principal transactions		3,654			—		702			—

Total increase (decrease) in net assets		4,739			—		794			—

Net assets at December 31, 2004		7,640			—		1,496			—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		43			—		57			2
Net realized gain (loss) on investments and capital gains distributions		823			—		(18	)		4
Net unrealized appreciation (depreciation) of investments		(1,329	)		2		(56	)		(4	)

Net increase (decrease) in net assets from operations		(463	)		2		(17	)		2
Changes from principal transactions:
Premiums		220			75		20			288
Surrenders and withdrawals		(7,396	)		14		(1,499	)		63
Death benefits		—			—		—			—
Transfers between Divisions (including fixed account), net		(1	)		—		—			(1	)

Increase (decrease) in net assets derived from principal transactions		(7,177	)		89		(1,479	)		350

Total increase (decrease) in net assets		(7,640	)		91		(1,496	)		352

Net assets at December 31, 2005	$	—		$	91	$	—		$	352

The accompanying notes are an integral part of these financial statements.

136

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	PIMCO
	StocksPLUS®			Pioneer Equity-						Pioneer Mid
	Growth and			Income VCT			Pioneer Fund			Cap Value VCT
	Income Admin			Portfolio - Class			VCT Portfolio -			Portfolio - Class
	Class			II			Class II			II

Net assets at January 1, 2004	$	190,536		$	1,010		$	62,533		$	190,493

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(349	)		16			(887	)		(6,561	)
Net realized gain (loss) on investments and capital gains distributions		693			32			2,645			6,183
Net unrealized appreciation (depreciation) of investments		13,866			129			4,835			67,636

Net increase (decrease) in net assets from operations		14,210			177			6,593			67,258
Changes from principal transactions:
Premiums		443			324			15,825			189,367
Surrenders and withdrawals		(30,020	)		148			(507	)		40,718
Death benefits		(4,111	)		—			(895	)		(2,106	)
Transfers between Divisions (including fixed account), net		(35	)		—			(24	)		(30	)

Increase (decrease) in net assets derived from principal transactions		(33,723	)		472			14,399			227,949

Total increase (decrease) in net assets		(19,513	)		649			20,992			295,207

Net assets at December 31, 2004		171,023			1,659			83,525			485,700

Increase (decrease) in net assets
Operations:
Net investment income (loss)		550			32			(661	)		(7,126	)
Net realized gain (loss) on investments and capital gains distributions		2,246			83			14,455			116,699
Net unrealized appreciation (depreciation) of investments		(992	)		4			(13,119	)		(95,698	)

Net increase (decrease) in net assets from operations		1,804			119			675			13,875
Changes from principal transactions:
Premiums		686			1,669			3,998			39,587
Surrenders and withdrawals		(29,950	)		(13	)		(87,779	)		(536,646	)
Death benefits		(3,105	)		(6	)		(409	)		(2,452	)
Transfers between Divisions (including fixed account), net		(9	)		1			(10	)		(64	)

Increase (decrease) in net assets derived from principal transactions		(32,378	)		1,651			(84,200	)		(499,575	)

Total increase (decrease) in net assets		(30,574	)		1,770			(83,525	)		(485,700	)

Net assets at December 31, 2005	$	140,449		$	3,429		$	—		$	—

The accompanying notes are an integral part of these financial statements.

137

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	Pioneer Small
	Company VCT									ProFund VP
	Portfolio - Class			ProFund VP			ProFund VP			Rising Rates
	II			Bull			Europe 30			Opportunity

Net assets at January 1, 2004	$	6,391		$	85,664		$	32,874		$	22,975

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(123	)		(1,816	)		(653	)		(860	)
Net realized gain (loss) on investments and capital gains distributions		72			5,247			2,975			(3,764	)
Net unrealized appreciation (depreciation) of investments		851			1,952			679			(4,848	)

Net increase (decrease) in net assets from operations		800			5,383			3,001			(9,472	)
Changes from principal transactions:
Premiums		2,002			10,550			6,560			17,704
Surrenders and withdrawals		(1,161	)		5,504			(4,788	)		21,575
Death benefits		(49	)		(982	)		(448	)		(438	)
Transfers between Divisions (including fixed account), net		(1	)		26			38			34

Increase (decrease) in net assets derived from principal transactions		791			15,098			1,362			38,875

Total increase (decrease) in net assets		1,591			20,481			4,363			29,403

Net assets at December 31, 2004		7,982			106,145			37,237			52,378

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(130	)		(1,388	)		(649	)		(1,185	)
Net realized gain (loss) on investments and capital gains distributions		1,056			5,190			4,841			(9,704	)
Net unrealized appreciation (depreciation) of investments		(960	)		(4,160	)		(2,629	)		4,353

Net increase (decrease) in net assets from operations		(34	)		(358	)		1,563			(6,536	)
Changes from principal transactions:
Premiums		407			3,946			4,951			8,960
Surrenders and withdrawals		(1,232	)		(34,816	)		(5,684	)		(3,832	)
Death benefits		(125	)		(611	)		(689	)		(375	)
Transfers between Divisions (including fixed account), net		(1	)		3			(6	)		13

Increase (decrease) in net assets derived from principal transactions		(951	)		(31,478	)		(1,428	)		4,766

Total increase (decrease) in net assets		(985	)		(31,836	)		135			(1,770	)

Net assets at December 31, 2005	$	6,997		$	74,309		$	37,372		$	50,608

The accompanying notes are an integral part of these financial statements.

138

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


							SP William
							Blair
							International			Putnam VT
				Jennison			Growth			Discovery
	ProFund VP			Portfolio - Class			Portfolio - Class			Growth - Class
	Small-Cap			II			II			IB Shares

Net assets at January 1, 2004	$	127,245		$	58,724		$	68,613		$	3,173

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,413	)		(1,246	)		(1,966	)		(50	)
Net realized gain (loss) on investments and capital gains distributions		8,020			1,383			7,239			(29	)
Net unrealized appreciation (depreciation) of investments		7,782			4,180			6,690			229

Net increase (decrease) in net assets from operations		13,389			4,317			11,963			150
Changes from principal transactions:
Premiums		22,429			6,205			25,257			88
Surrenders and withdrawals		(14,351	)		(1,358	)		3,106			(358	)
Death benefits		(1,050	)		(791	)		(553	)		(22	)
Transfers between Divisions (including fixed account), net		(18	)		(12	)		(6	)		—

Increase (decrease) in net assets derived from principal transactions		7,010			4,044			27,804			(292	)

Total increase (decrease) in net assets		20,399			8,361			39,767			(142	)

Net assets at December 31, 2004		147,644			67,085			108,380			3,031

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,373	)		(943	)		(1,371	)		(32	)
Net realized gain (loss) on investments and capital gains distributions		14,996			17,586			20,771			588
Net unrealized appreciation (depreciation) of investments		(14,537	)		(14,001	)		(15,242	)		(547	)

Net increase (decrease) in net assets from operations		(1,914	)		2,642			4,158			9
Changes from principal transactions:
Premiums		11,110			1,356			5,594			7
Surrenders and withdrawals		(39,607	)		(70,405	)		(117,487	)		(3,041	)
Death benefits		(762	)		(668	)		(625	)		(4	)
Transfers between Divisions (including fixed account), net		(11	)		(10	)		(20	)		(2	)

Increase (decrease) in net assets derived from principal transactions		(29,270	)		(69,727	)		(112,538	)		(3,040	)

Total increase (decrease) in net assets		(31,184	)		(67,085	)		(108,380	)		(3,031	)

Net assets at December 31, 2005	$	116,460		$	—		$	—		$	—

The accompanying notes are an integral part of these financial statements.

139

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


				Putnam VT
	Putnam VT			International			Liberty Asset
	Growth and			Growth and			Allocation Fund			Liberty Equity
	Income Fund -			Income Fund -			Var. Series			Fund Var.
	Class IB Shares			Class IB Shares			Class A			Series Class A

Net assets at January 1, 2004	$	3,201		$	4,299		$	601		$	648

Increase (decrease) in net assets
Operations:
Net investment income (loss)		—			(11	)		3			(7	)
Net realized gain (loss) on investments and capital gains distributions		54			462			10			(46	)
Net unrealized appreciation (depreciation) of investments		237			194			32			86

Net increase (decrease) in net assets from operations		291			645			45			33
Changes from principal transactions:
Premiums		315			295			—			1
Surrenders and withdrawals		(245	)		(1,630	)		(45	)		(57	)
Death benefits		(200	)		—			—			(7	)
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		(130	)		(1,335	)		(45	)		(63	)

Total increase (decrease) in net assets		161			(690	)		—			(30	)

Net assets at December 31, 2004		3,362			3,609			601			618

Increase (decrease) in net assets
Operations:
Net investment income (loss)		14			(23	)		5			(1	)
Net realized gain (loss) on investments and capital gains distributions		661			280			25			(140	)
Net unrealized appreciation (depreciation) of investments		(645	)		116			(6	)		141

Net increase (decrease) in net assets from operations		30			373			24			—
Changes from principal transactions:
Premiums		5			7			—			1
Surrenders and withdrawals		(3,393	)		(562	)		(101	)		(618	)
Death benefits		(3	)		(56	)		—			—
Transfers between Divisions (including fixed account), net		(1	)		—			(1	)		(1	)

Increase (decrease) in net assets derived from principal transactions		(3,392	)		(611	)		(102	)		(618	)

Total increase (decrease) in net assets		(3,362	)		(238	)		(78	)		(618	)

Net assets at December 31, 2005	$	—		$	3,371		$	523		$	—

The accompanying notes are an integral part of these financial statements.

140

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


				Liberty Small
	Liberty Federal			Company
	Securities Fund			Growth Fund						Smith Barney
	Var. Series			Var. Series			Smith Barney			International
	Class A			Class A			High Income			All Cap Growth

Net assets at January 1, 2004	$	87		$	75		$	308		$	221

Increase (decrease) in net assets
Operations:
Net investment income (loss)		3			(2	)		17			(1	)
Net realized gain (loss) on investments and capital gains distributions		—			13			(42	)		(15	)
Net unrealized appreciation (depreciation) of investments		(2	)		(7	)		48			47

Net increase (decrease) in net assets from operations		1			4			23			31
Changes from principal transactions:
Premiums		—			—			—			5
Surrenders and withdrawals		2			2			(66	)		(43	)
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		2			2			(66	)		(38	)

Total increase (decrease) in net assets		3			6			(43	)		(7	)

Net assets at December 31, 2004		90			81			265			214

Increase (decrease) in net assets
Operations:
Net investment income (loss)		4			(1	)		13			—
Net realized gain (loss) on investments and capital gains distributions		—			2			(44	)		(4	)
Net unrealized appreciation (depreciation)of investments		(3	)		—			32			18

Net increase (decrease) in net assets from operations		1			1			1			14
Changes from principal transactions:
Premiums		—			—			—			1
Surrenders and withdrawals		(6	)		(4	)		(81	)		(83	)
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			(2	)

Increase (decrease) in net assets derived from principal transactions		(6	)		(4	)		(81	)		(84	)

Total increase (decrease) in net assets		(5	)		(3	)		(80	)		(70	)

Net assets at December 31, 2005	$	85		$	78		$	185		$	144

The accompanying notes are an integral part of these financial statements.

141

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


							UBS U.S.			Wells Fargo
	Smith Barney			Smith Barney			Allocation			Advantage
	Large Cap			Money Market			Portfolio - Class			Asset Allocation
	Value SB			SB			I			Fund

Net assets at January 1, 2004	$	405		$	50		$	4,584		$	25

Increase (decrease) in net assets
Operations:
Net investment income (loss)		2			(5	)		(48	)		6
Net realized gain (loss) on investments and capital gains distributions		(7	)		—			47			23
Net unrealized appreciation (depreciation) of investments		42			—			461			93

Net increase (decrease) in net assets from operations		37			(5	)		460			122
Changes from principal transactions:
Premiums		14			—			698			1,648
Surrenders and withdrawals		(34	)		(8	)		196			85
Death benefits		—			—			(111	)		—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		(20	)		(8	)		783			1,733

Total increase (decrease) in net assets		17			(13	)		1,243			1,855

Net assets at December 31, 2004		422			37			5,827			1,880

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		(2	)		13			(7	)
Net realized gain (loss) on investments and capital gains distributions		(15	)		—			978			80
Net unrealized appreciation (depreciation) of investments		31			—			(901	)		30

Net increase (decrease) in net assets from operations		15			(2	)		90			103
Changes from principal transactions:
Premiums		2			—			—			841
Surrenders and withdrawals		(145	)		(11	)		(5,696	)		485
Death benefits		—			—			(222	)		—
Transfers between Divisions (including fixed account), net		8			—			1			(1	)

Increase (decrease) in net assets derived from principal transactions		(135	)		(11	)		(5,917	)		1,325

Total increase (decrease) in net assets		(120	)		(13	)		(5,827	)		1,428

Net assets at December 31, 2005	$	302		$	24		$	—		$	3,308

The accompanying notes are an integral part of these financial statements.

142

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	Wells Fargo						Wells Fargo
	Advantage			Wells Fargo			Advantage			Wells Fargo
	C&B Large			Advantage			Large			Advantage
	Cap Value			Equity Income			Company			Money Market
	Fund			Fund			Growth Fund			Fund

Net assets at January 1, 2004	$	—		$	11		$	34		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		(1	)		(25	)		(2	)
Net realized gain (loss) on investments and capital gains distributions		1			1			(2	)		—
Net unrealized appreciation (depreciation) of investments		12			54			106			—

Net increase (decrease) in net assets from operations		12			54			79			(2	)
Changes from principal transactions:
Premiums		136			632			1,924			2,310
Surrenders and withdrawals		63			185			229			(1,939	)
Death benefits		—			—			—			—
Transfers between Divisions (including fixed account), net		—			—			—			—

Increase (decrease) in net assets derived from principal transactions		199			817			2,153			371

Total increase (decrease) in net assets		211			871			2,232			369

Net assets at December 31, 2004		211			882			2,266			369

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5	)		(10	)		(63	)		6
Net realized gain (loss) on investments and capital gains distributions		2			14			3			—
Net unrealized appreciation (depreciation) of investments		2			26			192			—

Net increase (decrease) in net assets from operations		(1	)		30			132			6
Changes from principal transactions:
Premiums		265			129			350			8,137
Surrenders and withdrawals		93			(4	)		380			(7,728	)
Death benefits		—			(31	)		(20	)		—
Transfers between Divisions (including fixed account), net		—			1			1			—

Increase (decrease) in net assets derived from principal transactions		358			95			711			409

Total increase (decrease) in net assets		357			125			843			415

Net assets at December 31, 2005	$	568		$	1,007		$	3,109		$	784

The accompanying notes are an integral part of these financial statements.

143

Separate Account B of
ING USA Annuity and Life Insurance Company
Statements of Changes in Net Assets
For the years ended December 31, 2005 and 2004
(Dollars in thousands)


	Wells Fargo			Wells Fargo
	Advantage			Advantage
	Small Cap			Total Return
	Growth Fund			Bond Fund

Net assets at January 1, 2004	$	7		$	—

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4	)		3
Net realized gain (loss) on investments and capital gains distributions		1			8
Net unrealized appreciation (depreciation) of investments		55			(5	)

Net increase (decrease) in net assets from operations		52			6
Changes from principal transactions:
Premiums		403			346
Surrenders and withdrawals		107			132
Death benefits		—			—
Transfers between Divisions (including fixed account), net		—			—

Increase (decrease) in net assets derived from principal transactions		510			478

Total increase (decrease) in net assets		562			484

Net assets at December 31, 2004		569			484

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(17	)		15
Net realized gain (loss) on investments and capital gains distributions		1			(4	)
Net unrealized appreciation (depreciation) of investments		55			(13	)

Net increase (decrease) in net assets from operations		39			(2	)
Changes from principal transactions:
Premiums		82			720
Surrenders and withdrawals		92			246
Death benefits		—			(55	)
Transfers between Divisions (including fixed account), net		—			(1	)

Increase (decrease) in net assets derived from principal transactions		174			910

Total increase (decrease) in net assets		213			908

Net assets at December 31, 2005	$	782		$	1,392

The accompanying notes are an integral part of these financial statements.

144

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


1.	Organization

	Separate Account B of ING USA Annuity and Life Insurance Company (the “Account”) was established by ING USA Annuity and Life Insurance Company (“ING USA” or the “Company”) to support the operations of variable annuity contracts (“Contracts”). The Company is an indirect, wholly owned subsidiary of ING America Insurance Holdings, Inc. (“ING AIH”) an insurance holding company domiciled in the State of Delaware. ING AIH is an indirect wholly owned subsidiary of ING Groep, N.V. (“ING”), a global financial services holding company based in The Netherlands.

	On January 1, 2004 (the “merger date”), Equitable Life Insurance Company of Iowa, USG Annuity & Life Company, and United Life & Annuity Insurance Company (the “Merger Companies”), merged with and into Golden American Life Insurance Company (“Golden American”). Also on January 1, 2004, immediately after the merger, Golden American changed its name to ING USA Annuity and Life Insurance Company. As of the merger date, the Merger Companies ceased to exist and were succeeded by ING USA. In conjunction with the Golden American name change, the Account changed its name to Separate Account B of ING USA Annuity and Life Insurance Company.

	The Account is registered as a unit investment trust with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended. ING USA provides for variable accumulation and benefits under the Contracts by crediting annuity considerations to one or more divisions within the Account or the ING USA guaranteed interest division, the ING USA fixed interest division, and the fixed separate account, which are not part of the Account, as directed by the contractowners. The portion of the Account’s assets applicable to Contracts will not be charged with liabilities arising out of any other business ING USA may conduct, but obligations of the Account, including the promise to make benefit payments, are obligations of ING USA. The assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of ING USA.

	During 2005, the Account had ING GoldenSelect Contracts, ING SmartDesign Contracts, ING Rollover Choice Contracts, ING Focus Contracts, and ING Wells Fargo Contracts. ING GoldenSelect Contracts sold by ING USA during 2005 included Access, Premium Plus, ESII, Landmark, Legends, Generations, and Opportunities Contracts. ING SmartDesign Contracts included Variable Annuity, Advantage, Simplicity, and Signature Contracts. ING Wells Fargo Contracts included ING Wells Fargo Opportunities and ING Wells Fargo Landmark Contracts.

	The Account discontinued offering DVA 80 Contracts in May 1991 and discontinued registering DVA Series 100, Granite PrimElite and Value Contracts for sale to the public as of May 1, 2003.

145

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	The Account also includes The Fund For Life Division, which is not included in the accompanying financial statements, and which ceased to accept new Contracts effective December 31, 1994.

	At December 31, 2005, the Account had 192 investment divisions (the “Divisions”), 33 of which invest in independently managed mutual funds and 159 of which invest in mutual funds managed by affiliates, either Direct Services, Inc., ING Investments, LLC, or ING Life Insurance and Annuity Company. The assets in each Division are invested in shares of a designated series (“Series,” which may also be referred to as “Portfolio” or “Fund”) of various investment trusts (the “Trusts”). Investment Divisions at December 31, 2005 and related Trusts are as follows:


	AIM Variable Insurance Funds:
	AIM V.I. Leisure Fund - Series I Shares
	Columbia Large Cap Growth Fund VS Class A:
	Columbia Large Cap Growth Fund VS Class A**
	Fidelity® Variable Insurance Products:
	Fidelity® VIP Contrafund® Portfolio - Service Class 2
	Fidelity® VIP Equity-Income Portfolio - Service Class 2
	Fidelity® VIP Growth Portfolio - Service Class 2
	Fidelity® VIP Overseas Portfolio - Service Class 2
	Franklin Templeton Variable Insurance Products Trust:
	Franklin Small Cap Value Securities Fund - Class 2
	Greenwich Street Series Fund:
	Appreciation Portfolio
	ING GET Fund:
	ING GET Fund - Series N
	ING GET Fund - Series P
	ING GET Fund - Series Q
	ING GET Fund - Series R
	ING GET Fund - Series S
	ING GET Fund - Series T
	ING GET Fund - Series U
	ING GET Fund - Series V
	ING Investors Trust:
	ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
	ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class
	ING American Funds Growth Portfolio
	ING American Funds Growth-Income Portfolio
	ING American Funds International Portfolio
	ING Capital Guardian Small/Mid Cap Portfolio - Service Class
	ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class
	ING Capital Guardian U.S. Equities Portfolio - Service Class
	ING Capital Guardian U.S. Equities Portfolio - Service 2 Class
	ING Eagle Asset Capital Appreciation Portfolio - Service Class
	ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class

ING Investors Trust (continued):

ING Evergreen Health Sciences Portfolio – Class S*

ING Evergreen Omega Portfolio - Class A*

ING Evergreen Omega Portfolio - Service Class*

ING FMR^SM Diversified Mid Cap Portfolio - Service Class

ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class

ING FMR^SM Earnings Growth Portfolio - Service Class**

ING FMR^SM Earnings Growth Portfolio - Service 2 Class**

ING Global Resources Portfolio - Service Class

ING Global Resources Portfolio - Service 2 Class

ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class

ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class

ING International Portfolio - Service Class

ING International Portfolio - Service 2 Class

ING Janus Contrarian Portfolio - Service Class

ING Janus Contrarian Portfolio - Service 2 Class

ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class

ING JPMorgan Emerging Markets Equity Portfolio - Service Class

ING JPMorgan Small Cap Equity Portfolio - Service Class

ING JPMorgan Small Cap Equity Portfolio - Service 2 Class

ING JPMorgan Value Opportunities Portfolio - Service Class**

ING JPMorgan Value Opportunities Portfolio - Service 2 Class**

ING Julius Baer Foreign Portfolio - Service Class

ING Julius Baer Foreign Portfolio - Service 2 Class

ING Legg Mason Value Portfolio - Service Class

ING Legg Mason Value Portfolio - Service 2 Class

ING LifeStyle Aggressive Growth Portfolio - Service 1 Class*

ING LifeStyle Growth Portfolio - Service 1 Class*

ING LifeStyle Moderate Growth Portfolio - Service 1 Class*

ING LifeStyle Moderate Portfolio - Service 1 Class*

ING Limited Maturity Bond Portfolio - Service Class

ING Liquid Assets Portfolio - Service Class

ING Liquid Assets Portfolio - Service 2 Class

146

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	ING Investors Trust (continued):
	ING Lord Abbett Affiliated Portfolio - Service Class
	ING Lord Abbett Affiliated Portfolio - Service 2 Class
	ING MarketPro Portfolio - Class S**
	ING MarketPro Portfolio - Class S2**
	ING MarketStyle Growth Portfolio - Class S**
	ING MarketStyle Moderate Growth Portfolio - Class S**
	ING MarketStyle Moderate Portfolio - Class S**
	ING Marsico Growth Portfolio - Service Class
	ING Marsico Growth Portfolio - Service 2 Class
	ING Marsico International Opportunities Portfolio - Service Class**
	ING Mercury Large Cap Growth Portfolio - Service Class
	ING Mercury Large Cap Value Portfolio - Service Class
	ING Mercury Large Cap Value Portfolio - Service 2 Class
	ING MFS Mid Cap Growth Portfolio - Service Class
	ING MFS Mid Cap Growth Portfolio - Service 2 Class
	ING MFS Total Return Portfolio - Service Class
	ING MFS Total Return Portfolio - Service 2 Class
	ING MFS Utilities Portfolio - Service Class**
	ING Oppenheimer Main Street Portfolio® - Service Class
	ING Oppenheimer Main Street Portfolio® - Service 2 Class
	ING PIMCO Core Bond Portfolio - Service Class
	ING PIMCO Core Bond Portfolio - Service 2 Class
	ING PIMCO High Yield Portfolio - Service Class*
	ING Pioneer Fund Portfolio - Service Class**
	ING Pioneer Mid Cap Value Portfolio - Service Class**
	ING Salomon Brothers All Cap Portfolio - Service Class
	ING Salomon Brothers All Cap Portfolio - Service 2 Class
	ING T. Rowe Price Capital Appreciation Portfolio - Service Class
	ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class
	ING T. Rowe Price Equity Income Portfolio - Service Class
	ING T. Rowe Price Equity Income Portfolio - Service 2 Class
	ING Templeton Global Growth Portfolio - Service Class
	ING Templeton Global Growth Portfolio - Service 2 Class
	ING UBS U.S. Allocation Portfolio - Service Class
	ING UBS U.S. Allocation Portfolio - Service 2 Class
	ING Van Kampen Equity Growth Portfolio - Service Class
	ING Van Kampen Equity Growth Portfolio - Service 2 Class
	ING Van Kampen Global Franchise Portfolio - Service Class
	ING Van Kampen Global Franchise Portfolio - Service 2 Class
	ING Van Kampen Growth and Income Portfolio - Service Class
	ING Van Kampen Growth and Income Portfolio - Service 2 Class
	ING Van Kampen Real Estate Portfolio - Service Class
	ING Van Kampen Real Estate Portfolio - Service 2 Class

ING Investors Trust (continued):

ING VP Index Plus International Equity Portfolio - Service Class**

ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class

ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class

ING Wells Fargo Small Cap Disciplined Portfolio - Service Class**

ING Partners, Inc.:

ING American Century Large Company Value Portfolio - Service Class

ING American Century Select Portfolio - Initial Class**

ING American Century Select Portfolio - Service Class

ING American Century Small Cap Value Portfolio - Service Class

ING Baron Small Cap Growth Portfolio - Service Class

ING Davis Venture Value Portfolio - Service Class

ING Fundamental Research Portfolio - Service Class**

ING Goldman Sachs® Capital Growth Portfolio - Service Class*

ING JPMorgan Fleming International Portfolio - Service Class

ING JPMorgan Mid Cap Value Portfolio - Service Class

ING MFS Capital Opportunities Portfolio - Initial Class

ING MFS Capital Opportunities Portfolio - Service Class

ING OpCap Balanced Value Portfolio - Service Class

ING Oppenheimer Global Portfolio - Initial Class**

ING Oppenheimer Global Portfolio - Service Class

ING Oppenheimer Strategic Income Portfolio - Service Class**

ING PIMCO Total Return Portfolio - Service Class

ING Salomon Brothers Aggressive Growth Portfolio - Service Class

ING Solution 2015 Portfolio - Service Class**

ING Solution 2025 Portfolio - Service Class**

ING Solution 2035 Portfolio - Service Class**

ING Solution 2045 Portfolio - Service Class**

ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class

ING T. Rowe Price Growth Equity Portfolio - Service Class

ING UBS U.S. Large Cap Equity Portfolio - Service Class

ING Van Kampen Comstock Portfolio - Service Class

ING Van Kampen Equity and Income Portfolio - Initial Class**

ING Van Kampen Equity and Income Portfolio - Service Class

ING Strategic Allocation Portfolio, Inc.:

ING VP Strategic Allocation Balanced Portfolio - Class S**

ING VP Strategic Allocation Growth Portfolio - Class S**

ING VP Strategic Allocation Income Portfolio - Class S**

ING Variable Funds:

ING VP Growth and Income Portfolio - Class S

147

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	ING Variable Insurance Trust:
	ING GET U.S. Core Portfolio - Series 1
	ING GET U.S. Core Portfolio - Series 2
	ING GET U.S. Core Portfolio - Series 3
	ING GET U.S. Core Portfolio - Series 4*
	ING GET U.S. Core Portfolio - Series 5*
	ING GET U.S. Core Portfolio - Series 6*
	ING GET U.S. Core Portfolio - Series 7*
	ING GET U.S. Core Portfolio - Series 8**
	ING GET U.S. Core Portfolio - Series 9**
	ING GET U.S. Core Portfolio - Series 10**
	ING GET U.S. Core Portfolio - Series 11**
	ING VP Global Equity Dividend Portfolio
	ING Variable Portfolios, Inc.:
	ING VP Global Science and Technology Portfolio - Class S**
	ING VP Growth Portfolio - Class S
	ING VP Index Plus LargeCap Portfolio - Class S
	ING VP Index Plus MidCap Portfolio - Class S
	ING VP Index Plus SmallCap Portfolio - Class S
	ING VP International Equity Portfolio - Class S
	ING VP Small Company Portfolio - Class S
	ING VP Value Opportunity Portfolio - Class S
	ING Variable Products Trust:
	ING VP Convertible Portfolio - Class S
	ING VP Financial Services Portfolio - Class S*
	ING VP International Value Portfolio - Class S
	ING VP LargeCap Growth Portfolio - Class S
	ING VP MidCap Opportunities Portfolio - Class S
	ING VP Real Estate Portfolio - Class S**
	ING VP SmallCap Opportunities Portfolio - Class S
	ING VP Balanced Portfolio, Inc.:
	ING VP Balanced Portfolio - Class S
	ING VP Intermediate Bond Portfolio:
	ING VP Intermediate Bond Portfolio - Class S
	Liberty Variable Insurance Trust:
	Colonial Small Cap Value Fund VS Class B


Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class**
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Admin Class**
PIMCO StocksPLUS® Growth and Income Admin Class
Pioneer Variable Contracts Trust:
Pioneer Equity-Income VCT Portfolio - Class II
Pioneer Small Company VCT Portfolio - Class II
ProFunds VP:
ProFund VP Bull
ProFund VP Europe 30
ProFund VP Rising Rates Opportunity
ProFund VP Small-Cap
Putnam Variable Trust:
Putnam VT International Growth and Income Fund - Class IB Shares
Steinroe Variable Investment Trust:
Liberty Asset Allocation Fund Var. Series Class A
Liberty Federal Securities Fund Var. Series Class A
Liberty Small Company Growth Fund Var. Series Class A
Travelers Series Fund, Inc.:
Smith Barney High Income
Smith Barney International All Cap Growth
Smith Barney Large Cap Value SB
Smith Barney Money Market SB
Wells Fargo Advantage Variable Trust Fund:
Wells Fargo Advantage Asset Allocation Fund
Wells Fargo Advantage C&B Large Cap Value Fund*
Wells Fargo Advantage Equity Income Fund
Wells Fargo Advantage Large Company Growth Fund
Wells Fargo Advantage Money Market Fund*
Wells Fargo Advantage Small Cap Growth Fund
Wells Fargo Advantage Total Return Bond Fund*

*	Division added in 2004
**	Division added in 2005


	The names of certain Divisions were changed during 2005. The following is a summary of current and former names for those Divisions:


	Current Name

	Greenwich Street Series Fund:
	Appreciation Portfolio
	ING Investors Trust:
	ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
	ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class
	ING Capital Guardian Small/Mid Cap Portfolio - Service Class
	ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class

Former Name

Greenwich Street Series Fund:

Smith Barney Greenwich Appreciation

ING Investors Trust:

ING Alliance Mid Cap Growth Portfolio - Service Class

ING Alliance Mid Cap Growth Portfolio - Adviser Class

ING Capital Guardian Small Cap Portfolio - Service Class

ING Capital Guardian Small Cap Portfolio - Adviser Class

148

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Current Name

	ING Capital Guardian U.S. Equities Portfolio - Service Class
	ING Capital Guardian US Equities Portfolio - Service 2 Class
	ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class
	ING Evergreen Health Sciences Portfolio - Service 2 Class
	ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class
	ING Global Resources Portfolio - Service Class
	ING Global Resources Portfolio - Service 2 Class
	ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class
	ING International Portfolio - Service 2 Class
	ING Janus Contrarian Portfolio - Service Class
	ING Janus Contrarian Portfolio - Service 2 Class
	ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class
	ING JPMorgan Emerging Markets Equity Portfolio - Service Class
	ING JPMorgan Small Cap Equity Portfolio - Service 2 Class
	ING Julius Baer Foreign Portfolio - Service 2 Class
	ING Legg Mason Value - Service 2 Class
	ING Liquid Assets Portfolio - Service 2 Class
	ING Lord Abbett Affiliated Portfolio - Service Class
	ING Lord Abbett Affiliated Portfolio - Service 2 Class
	ING Marsico Growth Portfolio - Service 2 Class
	ING Mercury Large Cap Value Portfolio - Service Class
	ING Mercury Large Cap Value Portfolio - Service 2 Class
	ING MFS Mid Cap Growth Portfolio - Service 2 Class
	ING MFS Total Return Portfolio - Service 2 Class
	ING Oppenheimer Main Street Portfolio® - Service 2 Class
	ING PIMCO Core Bond Portfolio - Service 2 Class
	ING Salomon Brothers All Cap Portfolio - Service 2 Class
	ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class
	ING T. Rowe Price Equity Income Portfolio - Service 2 Class
	ING Templeton Global Growth Portfolio - Service Class
	ING Templeton Global Growth Portfolio - Service 2 Class

Former Name

ING Capital Guardian Large Cap Value Portfolio-Service Class

ING Capital Guardian Large Cap Value Portfolio - Adviser Class

ING Eagle Asset Capital Appreciation Portfolio - Adviser Class

ING Evergreen Health Sciences - Adviser Class

ING FMR Diversified Mid Cap Portfolio - Adviser Class

ING Hard Assets Portfolio - Service Class

ING Hard Assets Portfolio - Adviser Class

ING Goldman Sachs Tollkeeper^SM Portfolio - Adviser Class

ING International Portfolio - Adviser Class

ING Janus Special Equity Portfolio - Service Class

ING Janus Special Equity Portfolio - Adviser Class

ING Developing World Portfolio - Adviser Class

ING Developing World Portfolio - Service Class

ING JPMorgan Small Cap Equity Portfolio - Adviser Class

ING Julius Baer Foreign Portfolio - Adviser Class

ING Legg Mason Value Portfolio - Adviser Class

ING Liquid Assets Portfolio - Adviser Class

ING Salomon Brothers Investors Portfolio - Service Class

ING Salomon Brothers Investors Portfolio - Adviser Class

ING Marsico Growth Portfolio - Adviser Class

ING Mercury Focus Value Portfolio - Service Class

ING Mercury Focus Value Portfolio - Adviser Class

ING MFS Mid Cap Growth Portfolio - Adviser Class

ING MFS Total Return Portfolio - Adviser Class

ING Oppenheimer Main Street Portfolio - Adviser Class

ING PIMCO Core Bond Portfolio - Adviser Class

ING Salomon Brothers All Cap Portfolio - Adviser Class

ING T. Rowe Price Capital Appreciation Portfolio - Adviser Class

ING T. Rowe Price Equity Income Portfolio - Adviser Class

ING Capital Guardian Managed Global Portfolio-Service Class

ING Capital Guardian Managed Global Portfolio - Adviser Class

149

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Current Name

	ING UBS U.S. Allocation Portfolio - Service Class
	ING UBS U.S. Allocation Portfolio - Service 2 Class
	ING Van Kampen Equity Growth Portfolio - Service 2 Class
	ING Van Kampen Global Franchise Portfolio - Service 2 Class
	ING Van Kampen Growth and Income Portfolio - Service 2 Class
	ING Van Kampen Real Estate Portfolio - Service 2 Class
	ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class
	ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class
	ING Partners, Inc.:
	ING American Century Large Company Value Portfolio - Service Class
	ING Davis Venture Value Portfolio - Service Class
	ING Variable Insurance Trust:
	ING VP Global Equity Dividend Portfolio
	Wells Fargo Advantage Variable Trust Fund:
	Wells Fargo Advantage Asset Allocation Fund
	Wells Fargo Advantage C&B Large Cap Value Fund
	Wells Fargo Advantage Equity Income Fund
	Wells Fargo Advantage Large Company Growth Fund
	Wells Fargo Advantage Money Market Fund
	Wells Fargo Advantage Small Cap Growth Fund
	Wells Fargo Advantage Total Return Bond Fund

Former Name

ING UBS U.S. Balanced Portfolio - Service Class

ING UBS U.S. Balanced Portfolio - Adviser Class

ING Van Kampen Equity Growth Portfolio - Adviser Class

ING Van Kampen Global Franchise Portfolio - Adviser Class

ING Van Kampen Growth and Income Portfolio - Adviser Class

ING Van Kampen Real Estate Portfolio - Adviser Class

ING Jennison Equity Opportunities Portfolio - Service Class

ING Jennison Equity Opportunities Portfolio - Adviser Class

ING Partners, Inc.:

ING Salomon Brothers Investors Value Portfolio - Service Class

ING Salomon Brothers Fundamental Value Portfolio - Service Class

ING Variable Insurance Trust:

ING VP Worldwide Growth Portfolio

Wells Fargo Advantage Variable Trust Fund:

Wells Fargo VT Asset Allocation Fund

Wells Fargo VT Equity Value Fund

Wells Fargo VT Equity Income Fund

Wells Fargo VT Large Company Growth Fund

Wells Fargo VT Money Market Fund

Wells Fargo VT Small Cap Growth Fund

Wells Fargo VT Total Return Bond Fund


	The following Divisions were closed to contractowners in 2005:


	AIM Variable Insurance Funds:
	AIM V.I. Capital Appreciation Fund - Series II Shares
	AIM V.I. Core Equity Fund - Series II Shares
	AIM V.I. Demographic Trends Fund - Series II Shares
	AIM V.I. Financial Services Fund - Series I Shares
	AIM V.I. Growth Fund - Series II Shares
	AIM V.I. Health Sciences Fund - Series I Shares
	AIM V.I. Premier Equity Fund - Series II Shares
	AIM V.I. Utilities Fund - Series I Shares
	AllianceBernstein Variable Products Series Fund, Inc.:
	AllianceBernstein VPSF Growth and Income Class B
	AllianceBernstein VPSF Large Cap Growth Class B
	AllianceBernstein VPSF Value Class B
	ING Investors Trust:
	ING AIM Mid Cap Growth Portfolio - Service Class
	ING AIM Mid Cap Growth Portfolio - Service 2 Class
	ING Evergreen Health Sciences Portfolio - Service 2 Class
	ING Mercury Large Cap Growth Portfolio - Service 2 Class

ING Variable Products Trust:

ING VP MagnaCap Portfolio - Class S

Janus Aspen Series:

Janus Aspen Series Balanced Portfolio - Service Shares

Janus Aspen Series Flexible Income Portfolio - Service Shares

Janus Aspen Series Growth Portfolio - Service Shares

Janus Aspen Series Worldwide Growth Portfolio - Service Shares

Oppenheimer Variable Account Funds:

Oppenheimer Global Securities Fund/VA - Service Class

Oppenheimer Strategic Bond Fund/VA - Service Class

Pioneer Variable Contracts Trust:

Pioneer Fund VCT Portfolio - Class II

Pioneer Mid Cap Value VCT Portfolio - Class II

Prudential Series Fund, Inc.:

Jennison Portfolio - Class II

SP William Blair International Growth Portfolio - Class II

150

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Putnam Variable Trust:
	Putnam VT Discovery Growth - Class IB Shares
	Putnam VT Growth and Income Fund - Class IB Shares
	Steinroe Variable Investment Trust:
	Liberty Equity Fund Var. Series Class A

UBS Series Trust:

UBS U.S. Allocation Portfolio - Class I


	The following Divisions were offered during 2005, but had no investments as of December 31, 2005:


	ING LifeStyle Aggressive Growth Portfolio - Service Class 2
	ING LifeStyle Growth Portfolio - Service Class 2
	ING LifeStyle Moderate Portfolio - Service Class 2
	ING Solution Income Portfolio - Service Class
	ING VP Index Plus International Equity Portfolio - Service 2 Class
	ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class


2.	Significant Accounting Policies

	The following is a summary of the significant accounting policies of the Account:

	Use of Estimates

	The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

	Investments

	Investments are made in shares of a Series or Portfolio of the Trusts and are recorded at fair value, determined by the net asset value per share of the respective Series or Portfolio of the Trusts. Investment transactions in each Series or Portfolio of the Trusts are recorded on the trade date. Distributions of net investment income and capital gains from each Series or Portfolio of the Trusts are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Series or Portfolio of the Trusts are determined on the specific identification basis. The difference between cost and current market value of investments owned on the day of measurement is recorded as unrealized appreciation or depreciation of investments.

	Federal Income Taxes

	Operations of the Account form a part of, and are taxed with, the total operations of ING USA, which is taxed as a life insurance company under the Internal Revenue Code. Earnings and realized capital gains of the Account attributable to the contractowners are excluded in the determination of the federal income tax liability of ING USA.

151

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Contractowner Reserves

	Contractowner reserves of the Company are represented by net assets on the Statement of Assets and Liabilities and are equal to the aggregate account values of the contractowners invested in the Account Divisions. To the extent that benefits to be paid to the contractowners exceed their account values, ING USA will contribute additional funds to the benefit proceeds. Conversely, if amounts allocated exceed amounts required, transfers may be made to ING USA.

	Transfers

	Transfers between the Account and ING USA relate to gains and losses resulting from actual mortality experience, the full responsibility for which is assumed by ING USA, contractowner transfers between the general account and the Divisions, and other contractowner activity, including Contract deposits and withdrawals. Unsettled transactions as of the reporting date, on a net basis, are included in the line Payable to related parties on the Statements of Assets and Liabilities.

	Reclassifications

	Certain reclassifications have been made to prior year financial information to conform to the current year classifications.

3.	Charges and Fees

	Prior to February 1, 2000, DVA Plus, Access, and Premium Plus Contracts each had three different death benefit options referred to as Standard, Annual Ratchet, and 7% Solution; however, in the state of Washington, the 5.5% Solution is offered instead of the 7% Solution. After February 1, 2000, DVA Plus, Access and Premium Plus each had four different death benefit options referred to as Standard, Annual Ratchet, 7% Solution and Max 7. In the state of Washington, the 5.5% Solution is offered instead of the 7% Solution and Max 5.5 is offered instead of Max 7 after February 1, 2000. ES II, Generations, Landmark and Opportunities contracts each have four different death benefit options referred to as Standard, Annual Ratchet, 7% Solution and Max 7. In the state of Washington, the 5.5% Solution is offered instead of the 7% Solution and Max 5.5 is offered instead of Max 7. Granite PrimElite has two death benefit options referred to as Standard and Annual Ratchet.

	Under the terms of all Contracts, certain charges are allocated to the Contracts to cover ING USA’s expenses in connection with the issuance and administration of the Contracts. Following is a summary of these charges:

152

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements

Mortality and Expense Risk Charges

ING USA assumes mortality and expense risks related to the operations of the Account and, in accordance with the terms of the Contracts, deducts a daily charge from the assets of the Account.

Daily charges deducted at annual rates to cover these risks follows:


Series	Annual Rates

DVA 80	0.80	%
DVA	0.90
DVA Series 100	1.25
DVA Plus (pre February 2000) Standard	1.10
DVA Plus (post January 2000) Standard	1.15
DVA Plus (post 2000) Standard	1.15
DVA Plus (pre February 2000) Annual Ratchet	1.25
DVA Plus (pre February 2000) 5.5% Solution	1.25
DVA Plus (post January 2000) 5.5% Solution	1.25
DVA Plus (post 2000) 5.5% Solution	1.30
DVA Plus (post January 2000) Annual Ratchet	1.30
DVA Plus (pre February 2000) 7% Solution	1.40
DVA Plus (post January 2000) Max 5.5	1.40
DVA Plus (post 2000) Annual Ratchet	1.40
DVA Plus (post 2000) Max 5.5	1.45
DVA Plus (post January 2000) 7% Solution	1.50
DVA Plus (post 2000) 7% Solution	1.50
DVA Plus (post January 2000) Max 7	1.60
DVA Plus (post 2000) Max 7	1.60
Access (pre February 2000) Standard	1.25
Access (post January 2000) Standard	1.65
Access (post 2000) Standard	1.30
Access (pre February 2000) Annual Ratchet	1.40
Access (pre February 2000) 5.5% Solution	1.40
Access (post January 2000) Annual Ratchet	1.45
Access (post January 2000) 5.5 % Solution	1.45
Access (post 2000) 5.5% Solution	1.45
Access (pre February 2000) 7% Solution	1.55
Access (post January 2000) Max 5.5	1.55
Access (post 2000) Annual Ratchet	1.55
Access (post 2000) Max 5.5	1.60
Access (post January 2000) 7% Solution	1.65
Access (post 2000) 7% Solution	1.65
Access (post April 2001) Standard	1.65
Access (post January 2000) Max 7	1.75
Access (post 2000) Max 7	1.75

153

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Series	Annual Rates

Access (post April 2001) 5.5% Solution	1.80	%
Access (post April 2001) Quarterly Ratchet	1.90
Access (post April 2001) Max 5.5	1.95
Access (post April 2001) 7% Solution	2.00
Access (post April 2001) Max 7	2.20
Premium Plus (pre February 2000) Standard	1.25
Premium Plus (post January 2000) Standard	1.40
Premium Plus (post 2000) Standard	1.30
Premium Plus (pre February 2000) Quarterly Ratchet	1.40
Premium Plus (pre February 2000) 5.5% Solution	1.40
Premium Plus (post January 2000) Quarterly Ratchet	1.65
Premium Plus (post January 2000) 5.5% Solution	1.45
Premium Plus (post 2000) 5.5% Solution	1.45
Premium Plus (pre February 2000) 7% Solution	1.55
Premium Plus (post January 2000) Max 5.5	1.55
Premium Plus (post 2000) Annual Ratchet	1.55
Premium Plus (post 2000) Max 5.5	1.60
Premium Plus (post January 2000) 7% Solution	1.65
Premium Plus (post 2000) 7% Solution	1.65
Premium Plus (post January 2000) Max 7	1.95
Premium Plus (post 2000) Max 7	1.95
ES II (pre 2001)	1.25
ES II (post 2000) Standard	1.25
ES II (post 2000) Deferred Ratchet	1.30
ES II (post 2000) 5.5%	1.40
ES II (post 2000) Quarterly Ratchet	1.50
ES II (post 2000) Max 5.5	1.55
ES II (post 2000) 7% Solution	1.60
ES II (post 2000) Max 7	1.80
Value Standard	0.75
Access One	0.35
Granite PrimElite-Standard	1.10
Granite PrimElite-Annual Ratchet	1.25
Generations-Standard	1.25
Generations-Deferred Ratchet	1.30
Generations-Quarterly Ratchet	1.50
Generations-7% Solution	1.60
Generations-Max 7	1.80
Landmark-Standard	1.50
Landmark-5.5% Solution	1.65
Landmark-Quarterly Ratchet	1.75
Landmark-Max 5.5	1.80
Landmark-7% Solution	1.85
Landmark-Max 7	2.05

154

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Notes to Financial Statements


Series	Annual Rates

VA Option I	0.80	%
VA Option II	1.10
VA Option III	1.25
VA Bonus Option I	1.30
VA Bonus Option II	1.60
VA Bonus Option III	1.75
Advantage Option I	2.05
Advantage Option II	2.25
Advantage Option III	2.40
Rollover Choice Option I (pre August 7, 2003)	0.60
Rollover Choice Option II (pre August 7, 2003)	0.80
Rollover Choice Option III (pre August 7, 2003)	0.95
Rollover Choice Option I (post August 7, 2003)	0.85
Rollover Choice Option II (post August 7, 2003)	1.05
Rollover Choice Option III (post August 7, 2003)	1.20
Opportunities-Standard	1.25
Opportunities-5.5% Solution	1.40
Opportunities-Quarterly Ratchet	1.50
Opportunities-7% Solution	1.60
Opportunities-Max 5.5	1.55
Opportunities-Max 7	1.80
Signature Option I	1.10
Signature Option II	1.30
Signature Option III	1.45
Focus VA Option I	0.60
Focus VA Option II	0.80
Smart Design Option 1	0.80
Smart Design Option 2	1.10
Smart Design Option 3	1.25
Legends	1.50
Legends Quarterly Ratchet	1.75
Legends Max 7	2.05
Simplicity Years 1-10	2.00
Simplicity Years 11+	1.25
Advantage Option I	1.50
Advantage Option II	1.70
Advantage Option III	1.85

Asset Based Administrative Charges

A daily charge at an annual rate of 0.10% is deducted from assets attributable to DVA and DVA Series 100 Contracts. A daily charge at an annual rate of 0.15% is deducted from the assets attributable to the DVA Plus, Access, Premium Plus, ESII, Value, Access One, Granite PrimElite, Generations, Landmark, VA, Advantage, Rollover Choice, Focus VA, Signature, Legends and Opportunities Contracts.

155

Separate Account B of
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Notes to Financial Statements

Administrative Charges

An administrative charge is deducted from the accumulation value of deferred annuity contracts to cover ongoing administrative expenses. The charge is $30 per Contract year for Generations, Opportunities, Landmark, Focus VA, Signature, Legends, Simplicity, ES II, Value, VA, Advantage, and Rollover Choice Contracts. For DVA Series 100 and Access One Contracts there is no charge. For all other Contracts, the charge is $40. The charge is incurred at the beginning of the Contract processing period and deducted at the end of the Contract processing period. This charge had been waived for certain offerings of the Contracts.

For certain Contracts, a minimum death benefit guarantee charge of up to $1.20 per $1,000 of guaranteed death benefit per Contract year is deducted from the accumulation value of each Contract on its anniversary date.

Contingent Deferred Sales Charges

Under DVA 80, DVA, DVA Plus, Premium Plus, ES II, Value, Granite PrimElite, Generations, Opportunities, Premium Plus, Focus VA, Signature, Legends, Simplicity, Landmark, VA, Advantage, and Rollover Choice Contracts, a contingent deferred sales charge (“Surrender Charge”) is imposed as a percentage of each premium payment if the Contract is surrendered or an excess partial withdrawal is taken. The following table reflects the Surrender Charge that is assessed based upon the date a premium payment is received.


Complete Years Elapsed Since Premium Payment	DVA 80 & DVA		Granite PrimElite & DVA Plus		Premium Plus		Opportunities, ES II & Generations		Value

0	6	%	7	%	8	%	8	%	6	%
1	5		7		8		7		6
2	4		6		8		6		6
3	3		5		8		5		5
4	2		4		7		4		4
5	1		3		6		3		3
6	—		1		5		2		1
7	—		—		3		1		—
8	—		—		1		—		—
9+	—		—		—		—		—

156

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Complete Years Elapsed Since Premium Payment	Advantage		Landmark & Legends		Signature & VA		Rollover Choice		Focus VA		Simplicity

0	6	%	6	%	7	%	6	%	3	%	6	%
1	5		5		7		6		2		6
2	4		4		6		5		1		5
3	—		3		6		4		—		4
4	—		—		5		3		—		3
5	—		—		4		2		—		—
6	—		—		3		1		—		—
7	—		—		—		—		—		—
8	—		—		—		—		—		—
9+	—		—		—		—		—		—

Withdrawal and Distribution Charges

Under DVA 80, DVA, and DVA Series 100 Contracts, a charge is deducted from the accumulation value for contractowners taking more than one conventional partial withdrawal during a Contract year. For DVA 80 and DVA Contracts, annual distribution fees are deducted from the Contracts’ accumulation values.

Deferred Sales Load

Under Contracts offered prior to October 1995, a sales load of up to 7.5% was assessed against each premium payment for sales-related expenses, as specified in the Contracts. For DVA Series 100, the sales load is deducted in equal annual installments over the period the Contract is in force, not to exceed 10 years. For DVA 80 and DVA Contracts, although the sales load is chargeable to each premium when ING USA receives it, the amount of such charge is initially advanced by ING USA to contractowners and included in the accumulation value, and then deducted in equal installments on each Contract anniversary date over a period of six years. Upon surrender of the Contract, the unamortized deferred sales load is deducted from the accumulation value. In addition, when partial withdrawal limits are exceeded, a portion of the unamortized deferred sales load is deducted.

Premium Taxes

For certain Contracts, premium taxes are deducted, where applicable, from the accumulation value of each Contract. The amount and timing of the deduction depends on the contractowner’s state of residence and currently ranges up to 3.5% of premiums.

157

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Other Contract Charges For certain Contracts, an additional annual charge of 0.50% is deducted daily from the accumulation value for amounts invested in the ING GET U.S. Core Portfolio Funds. Fees Waived by ING USA

	Certain charges and fees for various types of Contracts are currently waived by ING USA. ING USA reserves the right to discontinue these waivers at its discretion or to conform with changes in the law.

4.	Related Party Transactions
	During the year ended December 31, 2005, management and service fees were paid indirectly to Directed Services, Inc., an affiliate of the Company, in its capacity as investment manager to the ING Investors Trust. The Trust’s advisory agreement provided for a fee at annual rates ranging from 0.14% to 1.25% of the average net assets of each respective Series.

	In addition, management and service fees were paid to ING Investments, LLC, an affiliate of the Company, in its capacity as investment adviser to the ING GET Fund, the ING Variable Insurance Trust, ING VP Intermediate Bond Portfolio, ING Variable Portfolios, Inc., ING Variable Funds, ING VP Balanced Portfolio, Inc., ING Strategic Allocation Portfolio, Inc., and the ING Variable Products Trust. The Trusts’ advisory agreement provided for fees at annual rates ranging from 0.35% to 1.00% of the average net assets of each respective Portfolio.

	Management and service fees were also paid to ING Life Insurance and Annuity Company, an affiliate of the Company, in its capacity as investment adviser to ING Partners, Inc. The Trust’s advisory agreement provided for a fee at annual rates ranging from 0.10% to 1.00% of the average net assets of each respective Portfolio.

158

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


5.	Purchases and Sales of Investment Securities

	The aggregate cost of purchases and proceeds from sales of investments follows:


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund - Series II Shares	$	—	$	72	$	—	$	11
AIM V.I. Core Equity Fund - Series II Shares		—		165		17		42
AIM V.I. Demographic Trends Fund - Series II Shares		1,462		69,343		24,782		20,144
AIM V.I. Financial Services Fund - Series I Shares		34		53,400		19,553		27,143
AIM V.I. Growth Fund - Series II Shares		132		4,192		1,403		424
AIM V.I. Health Sciences Fund - Series I Shares		—		96,269		34,035		34,514
AIM V.I. Leisure Fund - Series I Shares		13,895		13,605		20,612		5,142
AIM V.I. Premier Equity Fund - Series II Shares		—		160		19		42
AIM V.I. Utilities Fund - Series I Shares		32,731		127,311		58,506		18,721
AllianceBernstein Variable Products Series Fund, Inc.:
AllianceBernstein VPSF Growth and Income Class B		1,312		18,212		6,480		2,462
AllianceBernstein VPSF Large Cap Growth Class B		278		5,447		1,552		591
AllianceBernstein VPSF Value Class B		1,331		11,761		3,959		1,147
Columbia Large Cap Growth Fund VS Class A:
Columbia Large Cap Growth Fund VS Class A		551		57		—		—
Fidelity® Variable Insurance Products:
Fidelity® VIP Contrafund® Portfolio - Service Class 2		204,012		3,868		21,253		945
Fidelity® VIP Equity-Income Portfolio - Service Class 2		47,269		18,392		99,758		19,295
Fidelity® VIP Growth Portfolio - Service Class 2		13,332		57,212		79,611		31,124
Fidelity® VIP Overseas Portfolio - Service Class 2		591		649		2,374		2,803
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2		1,444		187		718		80
Greenwich Street Series Fund:
Appreciation Portfolio		17		188		29		112
ING GET Fund:
ING GET Fund - Series N		661		3,588		962		6,278
ING GET Fund - Series P		3,104		19,642		3,588		26,632
ING GET Fund - Series Q		3,899		28,031		4,214		26,177
ING GET Fund - Series R		5,786		31,504		4,151		24,850
ING GET Fund - Series S		6,631		39,477		6,065		31,503
ING GET Fund - Series T		7,586		33,914		6,808		30,473
ING GET Fund - Series U		10,489		28,019		10,038		31,147
ING GET Fund - Series V		4,334		55,009		2,832		101,568

159

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
ING Investors Trust:
ING AIM Mid Cap Growth Portfolio - Service Class	$	18,262	$	267,300	$	31,365	$	41,164
ING AIM Mid Cap Growth Portfolio - Service 2 Class		2,709		10,021		3,361		492
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class		18,629		94,213		82,581		109,808
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class		4,470		1,150		7,240		817
ING American Funds Growth Portfolio		482,426		6,963		659,514		10,026
ING American Funds Growth-Income Portfolio		324,725		2,932		520,373		4,354
ING American Funds International Portfolio		270,222		7,655		244,406		8,920
ING Capital Guardian Small/Mid Cap Portfolio - Service Class		11,040		84,950		44,179		76,946
ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class		2,061		788		3,649		439
ING Capital Guardian U.S. Equities Portfolio - Service Class		7,837		93,088		92,411		56,801
ING Capital Guardian U.S. Equities Portfolio - Service 2 Class		1,283		962		3,296		851
ING Eagle Asset Capital Appreciation Portfolio - Service Class		15,154		51,897		17,435		34,037
ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class		1,303		129		875		208
ING Evergreen Health Sciences Portfolio - Class S		142,972		16,807		50,071		21,606
ING Evergreen Health Sciences Portfolio - Service 2 Class		2,016		5,075		2,682		111
ING Evergreen Omega Portfolio - Class A		714		123		300		1
ING Evergreen Omega Portfolio - Service Class		6,494		1,848		3,168		272
ING FMR^SMDiversified Mid Cap Portfolio - Service Class		333,826		41,658		62,538		17,693
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class		17,864		661		4,708		233
ING FMR^SMEarnings Growth Portfolio - Service Class		10,834		1,800		—		—
ING FMR^SMEarnings Growth Portfolio - Service 2 Class		16		—		—		—
ING Global Resources Portfolio - Service Class		161,400		44,421		83,597		44,212
ING Global Resources Portfolio - Service 2 Class		8,792		767		6,776		242
ING Goldman Sachs Tollkeeper^SMPortfolio - Service Class		26,747		19,376		19,913		11,846
ING Goldman Sachs Tollkeeper^SMPortfolio - Service 2 Class		2,125		595		2,077		766
ING International Portfolio - Service Class		22,577		42,794		56,127		64,177
ING International Portfolio - Service 2 Class		2,016		1,198		3,225		256
ING Janus Contrarian Portfolio - Service Class		25,931		20,078		17,336		14,621
ING Janus Contrarian Portfolio - Service 2 Class		1,689		573		1,274		193
ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class		8,848		426		4,573		320
ING JPMorgan Emerging Markets Equity Portfolio - Service Class		121,811		34,702		66,413		43,236
ING JPMorgan Small Cap Equity Portfolio - Service Class		54,567		25,868		85,844		17,405
ING JPMorgan Small Cap Equity Portfolio - Service 2 Class		16,113		1,211		16,622		460
ING JPMorgan Value Opportunities Portfolio - Service Class		46,199		6,162		—		—
ING JPMorgan Value Opportunities Portfolio - Service 2 Class		916		74		—		—
ING Julius Baer Foreign Portfolio - Service Class		175,340		21,946		138,465		11,282
ING Julius Baer Foreign Portfolio - Service 2 Class		20,243		559		13,068		231
ING Legg Mason Value Portfolio - Service Class		92,803		4,963		50,522		20,461
ING Legg Mason Value Portfolio - Service 2 Class		13,919		2,350		6,512		1,342

160

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
ING Investors Trust (continued):
ING LifeStyle Aggressive Growth Portfolio - Service 1 Class	$	412,282	$	1,959	$	194,009	$	680
ING LifeStyle Growth Portfolio - Service 1 Class		816,975		—		435,349		—
ING LifeStyle Moderate Growth Portfolio - Service 1 Class		738,305		6,868		427,733		6,546
ING LifeStyle Moderate Portfolio - Service 1 Class		320,153		36,450		206,168		6,991
ING Limited Maturity Bond Portfolio - Service Class		15,462		92,738		30,745		192,741
ING Liquid Assets Portfolio - Service Class		583,802		619,701		984,305		1,111,723
ING Liquid Assets Portfolio - Service 2 Class		34,365		32,554		27,799		23,139
ING Lord Abbett Affiliated Portfolio - Service Class		2,373		26,574		16,157		19,144
ING Lord Abbett Affiliated Portfolio - Service 2 Class		898		129		996		228
ING MarketPro Portfolio - Class S		2,281		1		—		—
ING MarketPro Portfolio - Class S2		67		—		—		—
ING MarketStyle Growth Portfolio - Class S		2,642		2		—		—
ING MarketStyle Moderate Growth Portfolio - Class S		3,161		5		—		—
ING MarketStyle Moderate Portfolio - Class S		921		18		—		—
ING Marsico Growth Portfolio - Service Class		32,488		95,022		20,227		75,368
ING Marsico Growth Portfolio - Service 2 Class		6,988		1,261		5,783		608
ING Marsico International Opportunities Portfolio - Service Class		124,190		11,514		—		—
ING Mercury Large Cap Growth Portfolio - Service Class		141,077		18,873		10,760		5,836
ING Mercury Large Cap Growth Portfolio - Service 2 Class		332		2,558		1,423		146
ING Mercury Large Cap Value Portfolio - Service Class		7,891		8,709		21,036		8,111
ING Mercury Large Cap Value Portfolio - Service 2 Class		1,102		541		1,643		134
ING MFS Mid Cap Growth Portfolio - Service Class		4,830		125,843		41,863		102,569
ING MFS Mid Cap Growth Portfolio - Service 2 Class		4,607		3,089		6,585		1,080
ING MFS Total Return Portfolio - Service Class		120,676		97,211		101,744		70,679
ING MFS Total Return Portfolio - Service 2 Class		16,479		1,976		17,278		764
ING MFS Utilities Portfolio - Service Class		178,787		28,036		—		—
ING Oppenheimer Main Street Portfolio® - Service Class		15,466		76,385		13,744		74,953
ING Oppenheimer Main Street Portfolio® - Service 2 Class		1,473		168		1,038		418
ING PIMCO Core Bond Portfolio - Service Class		133,345		83,088		147,978		90,022
ING PIMCO Core Bond Portfolio - Service 2 Class		11,052		2,491		14,025		2,969
ING PIMCO High Yield Portfolio - Service Class		172,166		185,167		733,793		108,155
ING Pioneer Fund Portfolio - Service Class		83,123		3,166		—		—
ING Pioneer Mid Cap Value Portfolio - Service Class		587,295		12,050		—		—
ING Salomon Brothers All Cap Portfolio - Service Class		5,283		75,442		45,368		69,166
ING Salomon Brothers All Cap Portfolio - Service 2 Class		6,097		677		7,898		91
ING T. Rowe Price Capital Appreciation Portfolio - Service Class		350,254		37,760		319,234		40,567
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class		35,281		1,579		30,021		381
ING T. Rowe Price Equity Income Portfolio - Service Class		78,198		58,129		203,104		33,530
ING T. Rowe Price Equity Income Portfolio - Service 2 Class		10,882		2,857		11,069		1,066

161

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
ING Investors Trust (continued):
ING Templeton Global Growth Portfolio - Service Class	$	14,481	$	55,256	$	45,149	$	50,471
ING Templeton Global Growth Portfolio - Service 2 Class		1,771		616		2,527		246
ING UBS U.S. Allocation Portfolio - Service Class		20,264		12,191		27,487		3,010
ING UBS U.S. Allocation Portfolio - Service 2 Class		1,687		412		2,099		96
ING Van Kampen Equity Growth Portfolio - Service Class		21,761		7,808		10,597		2,597
ING Van Kampen Equity Growth Portfolio - Service 2 Class		2,409		1,025		4,135		832
ING Van Kampen Global Franchise Portfolio - Service Class		97,723		17,111		57,565		9,799
ING Van Kampen Global Franchise Portfolio - Service 2 Class		22,176		827		21,996		360
ING Van Kampen Growth and Income Portfolio - Service Class		53,036		100,435		39,273		61,072
ING Van Kampen Growth and Income Portfolio - Service 2 Class		17,625		5,889		25,311		1,302
ING Van Kampen Real Estate Portfolio - Service Class		115,903		62,160		150,109		51,096
ING Van Kampen Real Estate Portfolio - Service 2 Class		9,762		1,565		8,370		428
ING VP Index Plus International Equity Portfolio - Service Class		240		—		—		—
ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class		6,986		57,548		8,066		61,667
ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class		856		323		1,514		180
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class		74		2		—		—
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class		349		323		353		109
ING American Century Select Portfolio - Initial Class		682		207		—		—
ING American Century Select Portfolio - Service Class		66		284		150		10
ING American Century Small Cap Value Portfolio - Service Class		191		81		241		50
ING Baron Small Cap Growth Portfolio - Service Class		68,006		4,960		1,304		1,178
ING Davis Venture Value Portfolio - Service Class		1,571		173		300		143
ING Fundamental Research Portfolio - Service Class		2,122		1,367		—		—
ING Goldman Sachs® Capital Growth Portfolio - Service Class		9		6		8		—
ING JPMorgan Fleming International Portfolio - Service Class		65,044		43,182		83,006		34,320
ING JPMorgan Mid Cap Value Portfolio - Service Class		8,617		5,363		14,241		1,328
ING MFS Capital Opportunities Portfolio - Initial Class		297		876		1,357		854
ING MFS Capital Opportunities Portfolio - Service Class		22		187		66		58
ING OpCap Balanced Value Portfolio - Service Class		314		379		731		179
ING Oppenheimer Global Portfolio - Initial Class		18,860		3,486		—		—
ING Oppenheimer Global Portfolio - Service Class		37,193		8,854		2,126		973
ING Oppenheimer Strategic Income Portfolio - Service Class		3,572		467		—		—
ING PIMCO Total Return Portfolio - Service Class		1,240		563		1,188		1,058
ING Salomon Brothers Aggressive Growth Portfolio - Service Class		36,270		9,864		101,833		9,962
ING Solution 2015 Portfolio - Service Class		352		1		—		—
ING Solution 2025 Portfolio - Service Class		46		—		—		—
ING Solution 2035 Portfolio - Service Class		18		—		—		—
ING Solution 2045 Portfolio - Service Class		5		—		—		—

162

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
ING Partners, Inc. (continued):
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class	$	216	$	59	$	202	$	253
ING T. Rowe Price Growth Equity Portfolio - Service Class		939		780		810		380
ING UBS U.S. Large Cap Equity Portfolio - Service Class		9,743		3,674		684		164
ING Van Kampen Comstock Portfolio - Service Class		67,348		2,015		54,500		392
ING Van Kampen Equity and Income Portfolio - Initial Class		4,344		563		—		—
ING Van Kampen Equity and Income Portfolio - Service Class		33,583		648		166		18
ING Strategic Allocation Portfolio, Inc.:
ING VP Strategic Allocation Balanced Portfolio - Class S		362		9		—		—
ING VP Strategic Allocation Growth Portfolio - Class S		28		—		—		—
ING VP Strategic Allocation Income Portfolio - Class S		117		1		—		—
ING Variable Funds:
ING VP Growth and Income Portfolio - Class S		1,029		513		426		461
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1		10,029		45,186		1,924		56,798
ING GET U.S. Core Portfolio - Series 2		5,218		23,322		661		59,703
ING GET U.S. Core Portfolio - Series 3		3,028		44,880		164,807		35,928
ING GET U.S. Core Portfolio - Series 4		1,486		16,601		84,641		12,329
ING GET U.S. Core Portfolio - Series 5		1,162		7,103		53,643		13,274
ING GET U.S. Core Portfolio - Series 6		268		19,454		60,257		492
ING GET U.S. Core Portfolio - Series 7		47,340		12,584		1,382		114
ING GET U.S. Core Portfolio - Series 8		17,926		3,065		—		—
ING GET U.S. Core Portfolio - Series 9		17,333		851		—		—
ING GET U.S. Core Portfolio - Series 10		13,346		780		—		—
ING GET U.S. Core Portfolio - Series 11		1,480		1		—		—
ING VP Global Equity Dividend Portfolio		12,988		9,650		10,619		9,091
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class S		76		4		—		—
ING VP Growth Portfolio - Class S		32		124		59		17
ING VP Index Plus LargeCap Portfolio - Class S		63,069		23,910		69,686		10,584
ING VP Index Plus MidCap Portfolio - Class S		103,567		10,377		53,314		2,100
ING VP Index Plus SmallCap Portfolio - Class S		86,539		13,352		50,623		6,334
ING VP International Equity Portfolio - Class S		502		461		420		386
ING VP Small Company Portfolio - Class S		193		257		519		268
ING VP Value Opportunity Portfolio - Class S		26,064		1,032		1,564		628

163

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ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
ING Variable Products Trust:
ING VP Convertible Portfolio - Class S	$	1,388	$	1,887	$	5,343	$	826
ING VP Financial Services Portfolio - Class S		66,301		8,612		22,095		8,969
ING VP International Value Portfolio - Class S		2,025		543		1,007		451
ING VP LargeCap Growth Portfolio - Class S		45		229		76		309
ING VP MagnaCap Portfolio - Class S		3,544		32,444		5,037		4,968
ING VP MidCap Opportunities Portfolio - Class S		2,076		5,838		36,964		7,246
ING VP Real Estate Portfolio - Class S		686		81		—		—
ING VP SmallCap Opportunities Portfolio - Class S		16,752		17,241		19,063		14,965
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class S		857		860		2,073		379
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class S		136,184		34,285		170,626		27,050
Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Service Shares		38		4,213		572		992
Janus Aspen Series Flexible Income Portfolio - Service Shares		399		2,173		622		672
Janus Aspen Series Growth Portfolio - Service Shares		5		718		87		360
Janus Aspen Series Worldwide Growth Portfolio - Service Shares		114		6,575		1,344		2,022
Liberty Variable Insurance Trust:
Colonial Small Cap Value Fund VS Class B		102,608		13,130		176,508		3,208
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities Fund/VA - Service Class		468		7,603		4,520		869
Oppenheimer Main Street Small Cap Fund®/VA - Service Class		89		—		—		—
Oppenheimer Strategic Bond Fund/VA - Service Class		522		1,944		1,482		745
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Admin Class		403		46		—		—
PIMCO StocksPLUS® Growth and Income Admin Class		3,419		35,247		2,943		37,022
Pioneer Variable Contracts Trust:
Pioneer Equity-Income VCT Portfolio - Class II		1,986		303		738		250
Pioneer Fund VCT Portfolio - Class II		6,711		91,583		27,319		13,804
Pioneer Mid Cap Value VCT Portfolio - Class II		78,346		555,323		237,923		13,055
Pioneer Small Company VCT Portfolio - Class II		1,230		1,538		2,425		1,757

164

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


	Year ended December 31
	2005				2004

	Purchases		Sales		Purchases		Sales

	*(Dollars in thousands)*
ProFunds VP:
ProFund VP Bull	$	132,845	$	165,715	$	284,834	$	270,174
ProFund VP Europe 30		48,929		47,601		103,358		102,359
ProFund VP Rising Rates Opportunity		61,801		58,217		108,121		70,102
ProFund VP Small-Cap		156,239		175,177		325,265		317,292
Prudential Series Fund, Inc.:
Jennison Portfolio - Class II		1,746		72,427		12,409		9,611
SP William Blair International Growth Portfolio - Class II		20,530		129,531		63,882		38,037
Putnam Variable Trust:
Putnam VT Discovery Growth - Class IB Shares		7		3,079		248		590
Putnam VT Growth and Income Fund - Class IB Shares		292		3,670		577		707
Putnam VT International Growth and Income Fund - Class IB Shares		81		715		897		2,244
Steinroe Variable Investment Trust:
Liberty Asset Allocation Fund Var. Series Class A		14		110		14		56
Liberty Equity Fund Var. Series Class A		1		620		5		75
Liberty Federal Securities Fund Var. Series Class A		5		7		24		19
Liberty Small Company Growth Fund Var. Series Class A		—		5		38		38
Travelers Series Fund, Inc.:
Smith Barney High Income		21		89		22		71
Smith Barney International All Cap Growth		4		87		7		46
Smith Barney Large Cap Value SB		14		151		21		39
Smith Barney Money Market SB		1		14		9		22
UBS Series Trust:
UBS U.S. Allocation Portfolio - Class I		74		5,979		1,684		948
Wells Fargo Advantage Variable Trust Fund:
Wells Fargo Advantage Asset Allocation Fund		1,639		248		2,023		255
Wells Fargo Advantage C&B Large Cap Value Fund		378		25		214		16
Wells Fargo Advantage Equity Income Fund		248		164		836		20
Wells Fargo Advantage Large Company Growth Fund		821		173		2,203		75
Wells Fargo Advantage Money Market Fund		8,450		8,035		2,779		2,410
Wells Fargo Advantage Small Cap Growth Fund		195		38		515		9
Wells Fargo Advantage Total Return Bond Fund		1,090		161		504		14

165

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Notes to Financial Statements


6.	Changes in Units

	The changes in units outstanding for the years ended December 31, 2005 and 2004 are shown in the following table. The activity includes contractowners electing to update a DVA 100 or DVA Series 100 Contract to a DVA Contract. Updates to DVA Contracts resulted in both a redemption (surrender of the old Contract) and an issue (acquisition of the new Contract).


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

AIM Variable Insurance Funds:
AIM V.I. Capital Appreciation Fund - Series II Shares		—	6,832	(6,832	)		49	1,192		(1,143	)
AIM V.I. Core Equity Fund - Series II Shares		—	14,662	(14,662	)		5,713	8,102		(2,389	)
AIM V.I. Demographic Trends Fund - Series II Shares		672,258	7,091,502	(6,419,244	)		4,474,151	3,960,367		513,784
AIM V.I. Financial Services Fund - Series I Shares		95,805	5,305,234	(5,209,429	)		3,109,211	3,875,618		(766,407	)
AIM V.I. Growth Fund - Series II Shares		66,658	476,725	(410,067	)		212,236	104,369		107,867
AIM V.I. Health Sciences Fund - Series I Shares		186,221	9,276,545	(9,090,324	)		5,627,623	5,593,668		33,955
AIM V.I. Leisure Fund - Series I Shares		1,905,796	1,931,780	(25,984	)		2,980,300	1,498,741		1,481,559
AIM V.I. Premier Equity Fund - Series II Shares		—	16,093	(16,093	)		5,313	7,862		(2,549	)
AIM V.I. Utilities Fund - Series I Shares		5,328,936	14,037,778	(8,708,842	)		10,376,171	5,350,940		5,025,231
AllianceBernstein Variable Products Series Fund, Inc.:
AllianceBernstein VPSF Growth and Income Class B		275,750	1,892,248	(1,616,498	)		901,268	489,768		411,500
AllianceBernstein VPSF Large Cap Growth Class B		56,296	627,251	(570,955	)		238,144	115,265		122,879
AllianceBernstein VPSF Value Class B		189,910	1,053,708	(863,798	)		449,557	190,480		259,077
Columbia Large Cap Growth Fund VS Class A:
Columbia Large Cap Growth Fund VS Class A		53,973	4,943	49,030			—	—		—
Fidelity® Variable Insurance Products:
Fidelity® VIP Contrafund® Portfolio - Service Class 2		19,326,949	2,578,699	16,748,250			2,424,237	592,522		1,831,715
Fidelity® VIP Equity-Income Portfolio - Service Class 2		8,076,710	6,121,155	1,955,555			15,974,411	8,088,620		7,885,791
Fidelity® VIP Growth Portfolio - Service Class 2		3,908,914	8,867,927	(4,959,013	)		17,702,973	11,537,580		6,165,393
Fidelity® VIP Overseas Portfolio - Service Class 2		44,264	49,067	(4,803	)		429,979	465,748		(35,769	)
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2		105,170	22,180	82,990			59,719	10,625		49,094
Greenwich Street Series Fund:
Appreciation Portfolio		738	9,837	(9,099	)		1,423	6,059		(4,636	)

166

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

ING GET Fund:
ING GET Fund - Series N		20,763	336,469	(315,706	)		64,321	613,209	(548,888	)
ING GET Fund - Series P		131,301	1,916,924	(1,785,623	)		206,415	2,637,868	(2,431,453	)
ING GET Fund - Series Q		918,312	3,459,037	(2,540,725	)		391,384	2,691,943	(2,300,559	)
ING GET Fund - Series R		1,320,414	4,153,890	(2,833,476	)		122,580	2,229,403	(2,106,823	)
ING GET Fund - Series S		1,954,809	5,548,829	(3,594,020	)		300,318	3,029,233	(2,728,915	)
ING GET Fund - Series T		2,023,231	5,057,798	(3,034,567	)		131,731	2,717,087	(2,585,356	)
ING GET Fund - Series U		673,986	3,000,878	(2,326,892	)		480,341	3,067,510	(2,587,169	)
ING GET Fund - Series V		1,107,338	6,345,651	(5,238,313	)		577,285	10,404,006	(9,826,721	)
ING Investors Trust:
ING AIM Mid Cap Growth Portfolio - Service Class		3,262,418	18,809,230	(15,546,812	)		6,367,568	6,878,476	(510,908	)
ING AIM Mid Cap Growth Portfolio - Service 2 Class		231,315	698,136	(466,821	)		301,808	69,494	232,314
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class		5,429,076	9,100,888	(3,671,812	)		13,060,531	14,440,337	(1,379,806	)
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class		442,874	137,451	305,423			544,617	134,006	410,611
ING American Funds Growth Portfolio		59,295,246	17,965,648	41,329,598			75,588,327	15,707,624	59,880,703
ING American Funds Growth-Income Portfolio		42,562,659	13,697,586	28,865,073			56,799,845	10,075,723	46,724,122
ING American Funds International Portfolio		28,088,372	8,497,193	19,591,179			26,252,480	6,740,245	19,512,235
ING Capital Guardian Small/Mid Cap Portfolio - Service Class		4,249,345	7,814,336	(3,564,991	)		9,459,624	11,003,388	(1,543,764	)
ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class		222,617	93,539	129,078			343,922	71,576	272,346
ING Capital Guardian U.S. Equities Portfolio - Service Class		7,069,154	14,248,809	(7,179,655	)		22,692,356	18,431,317	4,261,039
ING Capital Guardian U.S. Equities Portfolio - Service 2 Class		138,587	84,342	54,245			288,524	91,322	197,202
ING Eagle Asset Capital Appreciation Portfolio - Service Class		1,879,180	3,582,416	(1,703,236	)		2,786,084	3,577,865	(791,781	)
ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class		117,387	10,780	106,607			74,900	18,648	56,252
ING Evergreen Health Sciences Portfolio - Class S		231,098	507,872	(276,774	)		579,944	303,171	276,773
ING Evergreen Health Sciences Portfolio - Service 2 Class		15,891,574	3,894,545	11,997,029			6,228,198	3,256,326	2,971,872
ING Evergreen Omega Portfolio - Class A		72,055	11,344	60,711			37,746	7,391	30,355
ING Evergreen Omega Portfolio - Service Class		708,163	250,143	458,020			360,779	70,644	290,135
ING FMR^SM Diversified Mid Cap Portfolio - Service Class		30,527,591	9,296,683	21,230,908			10,437,113	5,910,228	4,526,885
ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class		1,231,833	120,363	1,111,470			410,416	47,280	363,136
ING FMR^SM Earnings Growth Portfolio - Service Class		1,051,953	172,423	879,530			—	—	—

167

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

ING Investors Trust (continued):
ING FMR^SM Earnings Growth Portfolio - Service 2 Class		1,488	3	1,485			—	—	—
ING Global Resources Portfolio - Service Class		10,730,996	6,150,842	4,580,154			8,858,384	6,870,066	1,988,318
ING Global Resources Portfolio - Service 2 Class		646,766	132,076	514,690			554,121	72,967	481,154
ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class		5,495,073	4,889,920	605,153			6,188,180	4,839,831	1,348,349
ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class		173,894	61,396	112,498			180,026	77,669	102,357
ING International Portfolio - Service Class		2,549,823	5,429,669	(2,879,846	)		11,054,022	11,852,585	(798,563	)
ING International Portfolio - Service 2 Class		119,818	92,328	27,490			309,609	64,971	244,638
ING Janus Contrarian Portfolio - Service Class		4,241,994	3,657,073	584,921			3,756,173	3,411,660	344,513
ING Janus Contrarian Portfolio - Service 2 Class		143,757	54,837	88,920			99,416	20,158	79,258
ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class		17,910,344	10,232,722	7,677,622			12,456,786	9,987,288	2,469,498
ING JPMorgan Emerging Markets Equity Portfolio - Service Class		700,161	112,990	587,171			395,322	68,567	326,755
ING JPMorgan Small Cap Equity Portfolio - Service Class		7,175,568	5,062,408	2,113,160			11,358,419	5,293,354	6,065,065
ING JPMorgan Small Cap Equity Portfolio - Service 2 Class		1,308,640	347,323	961,317			1,530,599	236,392	1,294,207
ING JPMorgan Value Opportunities Portfolio - Service Class		4,685,518	842,360	3,843,158			—	—	—
ING JPMorgan Value Opportunities Portfolio - Service 2 Class		92,332	10,836	81,496			—	—	—
ING Julius Baer Foreign Portfolio - Service Class		18,368,360	7,737,447	10,630,913			17,924,576	6,065,652	11,858,924
ING Julius Baer Foreign Portfolio - Service 2 Class		1,585,471	238,183	1,347,288			1,127,353	85,637	1,041,716
ING Legg Mason Value Portfolio - Service Class		17,985,946	8,070,324	9,915,622			12,506,118	8,611,957	3,894,161
ING Legg Mason Value Portfolio - Service 2 Class		1,344,231	309,515	1,034,716			688,527	218,299	470,228
ING LifeStyle Aggressive Growth Portfolio - Service 1 Class		43,662,395	5,960,457	37,701,938			21,033,612	1,931,339	19,102,273
ING LifeStyle Growth Portfolio - Service 1 Class		88,331,070	12,809,161	75,521,909			47,731,376	4,965,325	42,766,051
ING LifeStyle Moderate Growth Portfolio - Service 1 Class		84,322,770	16,225,609	68,097,161			23,846,235	4,237,375	19,608,860
ING LifeStyle Moderate Portfolio - Service 1 Class		38,129,042	11,435,854	26,693,188			47,027,641	5,538,710	41,488,931
ING Limited Maturity Bond Portfolio - Service Class		624,188	5,068,802	(4,444,614	)		3,951,500	12,903,915	(8,952,415	)
ING Liquid Assets Portfolio - Service Class		175,941,201	178,580,084	(2,638,883	)		216,515,479	224,353,188	(7,837,709	)
ING Liquid Assets Portfolio - Service 2 Class		6,250,141	6,077,386	172,755			4,879,503	4,398,971	480,532
ING Lord Abbett Affiliated Portfolio - Service Class		920,776	3,051,438	(2,130,662	)		3,755,224	3,916,972	(161,748	)
ING Lord Abbett Affiliated Portfolio - Service 2 Class		78,091	14,067	64,024			95,637	32,657	62,980
ING MarketPro Portfolio - Class S		236,115	8,485	227,630			—	—	—

168

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ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

ING Investors Trust (continued):
ING MarketPro Portfolio - Class S2		6,663	1	6,662			—	—		—
ING MarketStyle Growth Portfolio - Class S		264,067	1,963	262,104			—	—		—
ING MarketStyle Moderate Growth Portfolio - Class S		321,247	4,166	317,081			—	—		—
ING MarketStyle Moderate Portfolio - Class S		97,937	7,182	90,755			—	—		—
ING Marsico Growth Portfolio - Service Class		10,898,721	13,893,057	(2,994,336	)		12,587,344	15,715,894		(3,128,550	)
ING Marsico Growth Portfolio - Service 2 Class		679,237	167,132	512,105			545,585	111,337		434,248
ING Marsico International Opportunities Portfolio - Service Class		11,705,929	1,700,931	10,004,998			—	—		—
ING Mercury Large Cap Growth Portfolio - Service Class		13,688,745	2,490,082	11,198,663			1,178,993	813,285		365,708
ING Mercury Large Cap Growth Portfolio - Service 2 Class		37,124	207,625	(170,501	)		112,331	14,577		97,754
ING Mercury Large Cap Value Portfolio - Service Class		1,370,434	1,372,688	(2,254	)		2,512,205	1,475,004		1,037,201
ING Mercury Large Cap Value Portfolio - Service 2 Class		94,360	39,368	54,992			125,017	16,039		108,978
ING MFS Mid Cap Growth Portfolio - Service Class		2,746,679	7,362,357	(4,615,678	)		7,269,565	9,553,963		(2,284,398	)
ING MFS Mid Cap Growth Portfolio - Service 2 Class		479,100	304,287	174,813			615,076	166,789		448,287
ING MFS Total Return Portfolio - Service Class		14,281,167	14,681,763	(400,596	)		15,117,511	13,582,514		1,534,997
ING MFS Total Return Portfolio - Service 2 Class		1,582,004	406,333	1,175,671			1,686,186	260,363		1,425,823
ING MFS Utilities Portfolio - Service Class		19,049,447	5,759,691	13,289,756			—	—		—
ING Oppenheimer Main Street Portfolio® - Service Class		2,735,734	5,499,058	(2,763,324	)		3,398,796	6,443,036		(3,044,240	)
ING Oppenheimer Main Street Portfolio® - Service 2 Class		133,957	16,971	116,986			97,762	43,594		54,168
ING PIMCO Core Bond Portfolio - Service Class		20,698,298	18,013,267	2,685,031			26,660,244	22,711,549		3,948,695
ING PIMCO Core Bond Portfolio - Service 2 Class		1,225,030	478,371	746,659			1,674,344	660,365		1,013,979
ING PIMCO High Yield Portfolio - Service Class		27,512,412	31,735,812	(4,223,400	)		85,351,103	24,705,684		60,645,419
ING Pioneer Fund Portfolio - Service Class		8,030,129	522,826	7,507,303			—	—		—
ING Pioneer Mid Cap Value Portfolio - Service Class		60,393,735	5,845,027	54,548,708			—	—		—
ING Salomon Brothers All Cap Portfolio - Service Class		3,564,272	8,930,797	(5,366,525	)		11,637,087	13,216,432		(1,579,345	)
ING Salomon Brothers All Cap Portfolio - Service 2 Class		653,442	147,403	506,039			740,039	97,133		642,906
ING T. Rowe Price Capital Appreciation Portfolio - Service Class		21,863,165	11,043,287	10,819,878			2,706,534	324,111		2,382,423
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class		3,194,942	580,055	2,614,887			19,311,344	11,231,852		8,079,492
ING T. Rowe Price Equity Income Portfolio - Service Class		9,056,232	7,911,681	1,144,551			16,345,689	9,114,667		7,231,022
ING T. Rowe Price Equity Income Portfolio - Service 2 Class		1,003,481	362,426	641,055			1,066,058	234,653		831,405

169

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

ING Investors Trust (continued):
ING Templeton Global Growth Portfolio - Service Class		3,171,227	4,923,296	(1,752,069	)		6,322,929	6,348,593		(25,664	)
ING Templeton Global Growth Portfolio - Service 2 Class		151,426	50,197	101,229			211,856	36,460		175,396
ING UBS U.S. Allocation Portfolio - Service Class		3,638,764	2,825,084	813,680			5,674,595	2,707,870		2,966,725
ING UBS U.S. Allocation Portfolio - Service 2 Class		161,091	40,679	120,412			198,541	15,839		182,702
ING Van Kampen Equity Growth Portfolio - Service Class		2,785,970	1,445,052	1,340,918			1,729,498	845,176		884,322
ING Van Kampen Equity Growth Portfolio - Service 2 Class		248,184	107,637	140,547			439,989	136,842		303,147
ING Van Kampen Global Franchise Portfolio - Service Class		11,864,031	5,241,070	6,622,961			7,748,385	3,378,092		4,370,293
ING Van Kampen Global Franchise Portfolio - Service 2 Class		2,185,511	383,305	1,802,206			2,168,072	282,709		1,885,363
ING Van Kampen Growth and Income Portfolio - Service Class		7,078,272	8,177,220	(1,098,948	)		6,481,973	7,172,507		(690,534	)
ING Van Kampen Growth and Income Portfolio - Service 2 Class		1,794,072	760,440	1,033,632			2,389,262	386,619		2,002,643
ING Van Kampen Real Estate Portfolio - Service Class		6,653,017	4,766,940	1,886,077			7,329,250	4,869,555		2,459,695
ING Van Kampen Real Estate Portfolio - Service 2 Class		829,680	268,281	561,399			685,644	124,055		561,589
ING VP Index Plus International Equity Portfolio - Service Class		23,254	40	23,214			—	—		—
ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class		1,229,678	3,470,713	(2,241,035	)		2,320,241	4,888,803		(2,568,562	)
ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class		79,055	29,551	49,504			136,480	25,675		110,805
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class		7,467	200	7,267			—	—		—
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class		29,730	29,336	394			35,106	14,339		20,767
ING American Century Select Portfolio - Initial Class		69,190	19,592	49,598			—	—		—
ING American Century Select Portfolio - Service Class		8,622	32,275	(23,653	)		15,857	1,079		14,778
ING American Century Small Cap Value Portfolio - Service Class		10,567	6,109	4,458			20,365	6,495		13,870
ING Baron Small Cap Growth Portfolio - Service Class		7,375,923	1,535,196	5,840,727			122,116	112,110		10,006
ING Davis Venture Value Portfolio - Service Class		160,211	18,573	141,638			41,331	28,946		12,385
ING Fundamental Research Portfolio - Service Class		217,692	147,443	70,249			—	—		—
ING Goldman Sachs® Capital Growth Portfolio - Service Class		772	488	284			715	—		715
ING JPMorgan Fleming International Portfolio - Service Class		6,588,352	4,883,333	1,705,019			8,455,184	4,513,734		3,941,450
ING JPMorgan Mid Cap Value Portfolio - Service Class		792,385	634,624	157,761			1,381,958	333,892		1,048,066
ING MFS Capital Opportunities Portfolio - Initial Class		53,415	118,753	(65,338	)		202,727	137,202		65,525
ING MFS Capital Opportunities Portfolio - Service Class		2,464	17,682	(15,218	)		5,806	6,275		(469	)

170

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005						2004

		Units Issued	Units Redeemed		Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

ING Partners, Inc. (continued):
ING OpCap Balanced Value Portfolio - Service Class		27,325	31,601		(4,276	)		83,481	35,307		48,174
ING Oppenheimer Global Portfolio - Initial Class		1,810,514	287,102		1,523,412			—	—		—
ING Oppenheimer Global Portfolio - Service Class		3,471,218	1,150,262		2,320,956			207,068	103,498		103,570
ING Oppenheimer Strategic Income Portfolio - Service Class		359,797	53,782		306,015			—	—		—
ING PIMCO Total Return Portfolio - Service Class		119,034	62,750		56,284			128,481	113,217		15,264
ING Salomon Brothers Aggressive Growth Portfolio - Service Class		5,110,242	2,613,391		2,496,851			12,566,803	4,119,061		8,447,742
ING Solution 2015 Portfolio - Service Class		33,901	5		33,896			—	—		—
ING Solution 2025 Portfolio - Service Class		4,316	(2	)	4,318			—	—		—
ING Solution 2035 Portfolio - Service Class		1,745	(1	)	1,746			—	—		—
ING Solution 2045 Portfolio - Service Class		429	—		429			—	—		—
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class		24,464	11,127		13,337			17,410	24,171		(6,761	)
ING T. Rowe Price Growth Equity Portfolio - Service Class		89,318	75,308		14,010			91,968	53,555		38,413
ING UBS U.S. Large Cap Equity Portfolio - Service Class		957,529	390,478		567,051			74,372	24,008		50,364
ING Van Kampen Comstock Portfolio - Service Class		7,275,717	1,892,811		5,382,906			5,849,429	856,698		4,992,731
ING Van Kampen Equity and Income Portfolio - Initial Class		436,071	55,877		380,194			—	—		—
ING Van Kampen Equity and Income Portfolio - Service Class		3,481,849	382,199		3,099,650			15,430	1,653		13,777
ING Strategic Allocation Portfolio, Inc.:
ING VP Strategic Allocation Balanced Portfolio - Class S		26,074	1,050		25,024			—	—		—
ING VP Strategic Allocation Growth Portfolio - Class S		1,844	—		1,844			—	—		—
ING VP Strategic Allocation Income Portfolio - Class S		8,819	35		8,784			—	—		—
ING Variable Funds:
ING VP Growth and Income Portfolio - Class S		96,798	58,374		38,424			66,391	70,531		(4,140	)
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 1		578,562	4,623,121		(4,044,559	)		786,470	5,870,005		(5,083,535	)
ING GET U.S. Core Portfolio - Series 2		501,114	2,592,289		(2,091,175	)		284,401	5,831,059		(5,546,658	)
ING GET U.S. Core Portfolio - Series 3		684,391	4,964,383		(4,279,992	)		17,473,102	4,327,611		13,145,491
ING GET U.S. Core Portfolio - Series 4		107,956	1,582,525		(1,474,569	)		8,890,302	1,510,553		7,379,749
ING GET U.S. Core Portfolio - Series 5		129,656	720,896		(591,240	)		9,976,793	5,856,100		4,120,693
ING GET U.S. Core Portfolio - Series 6		234,999	2,053,476		(1,818,477	)		6,067,558	75,852		5,991,706

171

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ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005						2004

		Units Issued	Units Redeemed		Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

ING Variable Insurance Trust (continued):
ING GET U.S. Core Portfolio - Series 7		5,000,690	1,451,611		3,549,079			149,001	22,160		126,841
ING GET U.S. Core Portfolio - Series 8		1,802,235	297,744		1,504,491			—	—		—
ING GET U.S. Core Portfolio - Series 9		1,760,186	103,702		1,656,484			—	—		—
ING GET U.S. Core Portfolio - Series 10		1,339,114	84,264		1,254,850			—	—		—
ING GET U.S. Core Portfolio - Series 11		148,056	(19	)	148,075			—	—		—
ING VP Global Equity Dividend Portfolio		2,563,360	2,236,177		327,183			2,944,895	2,672,560		272,335
ING Variable Portfolios, Inc.:
ING VP Global Science and Technology Portfolio - Class S		9,686	3,591		6,095			—	—		—
ING VP Growth Portfolio - Class S		2,650	12,582		(9,932	)		5,702	2,129		3,573
ING VP Index Plus LargeCap Portfolio - Class S		10,345,736	6,247,793		4,097,943			11,303,638	4,802,284		6,501,354
ING VP Index Plus MidCap Portfolio - Class S		10,803,267	3,498,804		7,304,463			6,090,329	1,341,734		4,748,595
ING VP Index Plus SmallCap Portfolio - Class S		9,258,264	3,576,367		5,681,897			5,631,848	1,665,934		3,965,914
ING VP International Equity Portfolio - Class S		38,011	34,478		3,533			37,775	34,058		3,717
ING VP Small Company Portfolio - Class S		15,698	22,815		(7,117	)		49,441	29,684		19,757
ING VP Value Opportunity Portfolio - Class S		2,687,188	150,832		2,536,356			209,354	103,472		105,882
ING Variable Products Trust:
ING VP Convertible Portfolio - Class S		148,922	190,809		(41,887	)		536,900	176,656		360,244
ING VP Financial Services Portfolio - Class S		6,674,847	1,462,352		5,212,495			2,485,809	1,198,601		1,287,208
ING VP International Value Portfolio - Class S		152,543	47,272		105,271			87,388	41,378		46,010
ING VP LargeCap Growth Portfolio - Class S		13,668	32,795		(19,127	)		4,910	36,841		(31,931	)
ING VP MagnaCap Portfolio - Class S		240,822	3,276,502		(3,035,680	)		923,075	920,327		2,748
ING VP MidCap Opportunities Portfolio - Class S		604,241	1,026,967		(422,726	)		5,874,890	1,621,167		4,253,723
ING VP Real Estate Portfolio - Class S		64,645	10,400		54,245			—	—		—
ING VP SmallCap Opportunities Portfolio - Class S		4,604,657	4,504,172		100,485			6,848,247	5,962,973		885,274
ING VP Balanced Portfolio, Inc.:
ING VP Balanced Portfolio - Class S		81,935	86,059		(4,124	)		195,990	46,898		149,092
ING VP Intermediate Bond Portfolio:
ING VP Intermediate Bond Portfolio - Class S		17,698,479	9,364,410		8,334,069			22,505,906	11,088,382		11,417,524

172

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ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

Janus Aspen Series:
Janus Aspen Series Balanced Portfolio - Service Shares		7,245	388,277	(381,032	)		64,028	110,191		(46,163	)
Janus Aspen Series Flexible Income Portfolio - Service Shares		38,544	191,907	(153,363	)		65,161	76,872		(11,711	)
Janus Aspen Series Growth Portfolio - Service Shares		674	75,622	(74,948	)		9,439	37,825		(28,386	)
Janus Aspen Series Worldwide Growth Portfolio - Service Shares		63,221	823,246	(760,025	)		195,914	292,022		(96,108	)
Liberty Variable Insurance Trust:
Colonial Small Cap Value Fund VS Class B		11,877,635	5,662,360	6,215,275			15,593,700	4,114,890		11,478,810
Oppenheimer Variable Account Funds:
Oppenheimer Global Securities Fund/VA - Service Class		32,543	587,569	(555,026	)		408,821	110,335		298,486
Oppenheimer Main Street Small Cap Fund®/VA - Service Class		5,337		5,337			—	—		—
Oppenheimer Strategic Bond Fund/VA - Service Class		40,902	164,461	(123,559	)		141,292	78,096		63,196
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Admin Class		43,875	8,815	35,060			—	—		—
PIMCO StocksPLUS® Growth and Income Admin Class		317,199	3,280,457	(2,963,258	)		600,739	3,897,527		(3,296,788	)
Pioneer Variable Contracts Trust:
Pioneer Equity-Income VCT Portfolio - Class II		167,055	34,869	132,186			73,687	33,357		40,330
Pioneer Fund VCT Portfolio - Class II		1,342,031	9,824,679	(8,482,648	)		5,213,322	3,657,765		1,555,557
Pioneer Mid Cap Value VCT Portfolio - Class II		7,118,405	39,402,465	(32,284,060	)		26,376,159	9,240,635		17,135,524
Pioneer Small Company VCT Portfolio - Class II		112,907	206,435	(93,528	)		354,116	275,573		78,543
ProFunds VP:
ProFund VP Bull		26,616,646	30,327,167	(3,710,521	)		55,424,308	53,765,800		1,658,508
ProFund VP Europe 30		7,509,762	7,736,541	(226,779	)		17,062,474	17,028,038		34,436
ProFund VP Rising Rates Opportunity		12,981,841	12,581,546	400,295			18,522,111	14,587,034		3,935,077
ProFund VP Small-Cap		22,187,234	24,957,651	(2,770,417	)		46,946,165	46,811,229		134,936
Prudential Series Fund, Inc.:
Jennison Portfolio - Class II		1,231,888	12,793,466	(11,561,578	)		4,080,907	3,398,226		682,681
SP William Blair International Growth Portfolio - Class II		4,258,012	21,217,585	(16,959,573	)		18,244,333	13,546,580		4,697,753

173

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Year ended December 31
	2005					2004

		Units Issued	Units Redeemed	Net Increase (Decrease)			Units Issued	Units Redeemed	Net Increase (Decrease)

Putnam Variable Trust:
Putnam VT Discovery Growth - Class IB Shares		16,034	379,009	(362,975	)		43,907	83,771		(39,864	)
Putnam VT Growth and Income Fund - Class IB Shares		47,588	371,840	(324,252	)		94,075	108,126		(14,051	)
Putnam VT International Growth and Income Fund - Class IB Shares		28,172	75,567	(47,395	)		101,451	217,479		(116,028	)
Steinroe Variable Investment Trust:
Liberty Asset Allocation Fund Var. Series Class A		49	7,919	(7,870	)		1,591	5,473		(3,882	)
Liberty Equity Fund Var. Series Class A		90	73,013	(72,923	)		1,173	9,294		(8,121	)
Liberty Federal Securities Fund Var. Series Class A		—	577	(577	)		3,053	2,920		133
Liberty Small Company Growth Fund Var. Series Class A		—	249	(249	)		2,769	2,815		(46	)
Travelers Series Fund, Inc.:
Smith Barney High Income		279	5,577	(5,298	)		45	4,554		(4,509	)
Smith Barney International All Cap Growth		405	6,806	(6,401	)		472	3,802		(3,330	)
Smith Barney Large Cap Value SB		476	7,409	(6,933	)		827	1,861		(1,034	)
Smith Barney Money Market SB		52,473	53,543	(1,070	)		19,938	20,966		(1,028	)
UBS Series Trust:
UBS U.S. Allocation Portfolio - Class I		7,977	602,603	(594,626	)		201,093	117,357		83,736
Wells Fargo Advantage Variable Trust Fund:
Wells Fargo Advantage Asset Allocation Fund		139,116	20,254	118,862			232,512	68,839		163,673
Wells Fargo Advantage C&B Large Cap Value Fund		37,285	6,914	30,371			21,154	3,142		18,012
Wells Fargo Advantage Equity Income Fund		21,079	12,838	8,241			97,629	23,264		74,365
Wells Fargo Advantage Large Company Growth Fund		89,173	17,825	71,348			239,082	24,349		214,733
Wells Fargo Advantage Money Market Fund		1,025,498	984,574	40,924			386,550	349,027		37,523
Wells Fargo Advantage Small Cap Growth Fund		17,919	2,680	15,239			48,232	1,003		47,229
Wells Fargo Advantage Total Return Bond Fund		105,607	18,034	87,573			60,711	14,118		46,593

174

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


7.	Unit Summary

	Accumulation unit value information for units outstanding, by Contract type, as of December 31, 2005 follows:


Division/Contract	Units		Unit Value		Extended Value


AIM V.I. Leisure Fund - Series I Shares
Contracts in accumulation period:
Band 2		1,613.128	$	11.84	$	19,099
Band 4		10,114.492		11.73		118,643
Band 5		14,775.066		11.71		173,016
Band 6		512,777.475		11.66		5,978,985
Band 7		711,517.383		11.64		8,282,062
Band 8		160,751.425		11.60		1,864,717
Band 9		58,230.123		11.58		674,305
Band 10		507,068.458		11.55		5,856,641
Band 11		211,144.677		11.53		2,434,498
Band 12		203,280.642		11.51		2,339,760
Band 13		352,163.231		11.49		4,046,356
Band 14		615,019.314		11.45		7,041,971
Band 15		110,856.769		11.43		1,267,093
Band 16		21,425.000		11.38		243,817
Band 17		361,103.668		11.36		4,102,138
Band 18		7,021.591		11.34		79,625
Band 19		53,073.898		11.30		599,735
Band 20		422,848.865		11.47		4,850,076
Band 21		91,879.885		11.40		1,047,431
Band 26		26,507.556		11.86		314,380
Band 27		16,471.321		11.73		193,209
Band 28		908.117		11.66		10,589
Band 29		57,976.429		11.64		674,846
Band 30		21,520.593		11.51		247,702
Band 31		6,543.128		11.45		74,919
Band 32		12,291.589		11.32		139,141
Band 33		3,134.630		11.24		35,233
Band 34		7,036.862		11.18		78,672
Band 41		10,942.367		11.82		129,339
Band 42		3,120.659		11.77		36,730
Band 43		14,262.945		11.72		167,162
Band 44		6,223.807		10.54		65,599
Band 45		1,361.065		10.46		14,237
Band 46		58,365.323		9.97		581,902
Band 47		13,875.035		9.96		138,195

		4,687,206.516			$	53,921,823

175

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Columbia Large Cap Growth Fund VS Class A
Contracts in accumulation period:
Band 6		3,423.391	$	10.53	$	36,048
Band 7		28,681.961		10.52		301,734
Band 8		6,145.507		10.51		64,589
Band 9		1,718.650		10.51		18,063
Band 11		2,377.978		10.50		24,969
Band 13		4,418.995		10.49		46,355
Band 14		2,263.373		10.48		23,720

		49,029.855			$	515,478

176

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Fidelity® VIP Contrafund® Portfolio - Service Class 2
Contracts in accumulation period:
Band 2		3,229.930	$	12.00	$	38,759
Band 4		216,278.744		14.42		3,118,739
Band 5		29,399.006		14.35		421,876
Band 6		2,397,303.766		11.97		28,695,726
Band 7		1,426,398.339		14.25		20,326,176
Band 8		1,060,073.551		11.96		12,678,480
Band 9		581,825.541		14.15		8,232,831
Band 10		2,071,944.273		12.38		25,650,670
Band 11		723,220.408		11.94		8,635,252
Band 12		200,748.985		11.94		2,396,943
Band 13		1,399,642.252		14.03		19,636,981
Band 14		1,295,393.778		11.93		15,454,048
Band 15		1,009,026.932		13.93		14,055,745
Band 16		139,672.194		11.91		1,663,496
Band 17		1,246,096.191		11.91		14,841,006
Band 18		21,331.397		11.91		254,057
Band 19		160,153.591		12.26		1,963,483
Band 20		778,454.365		12.34		9,606,127
Band 21		267,717.223		12.31		3,295,599
Band 26		713,742.521		14.57		10,399,229
Band 27		333,107.508		14.38		4,790,086
Band 28		64,722.391		14.28		924,236
Band 29		947,104.975		14.25		13,496,246
Band 30		445,887.174		14.06		6,269,174
Band 31		155,560.106		13.96		2,171,619
Band 32		96,178.396		13.78		1,325,338
Band 33		67,078.264		13.65		915,618
Band 34		78,955.156		13.56		1,070,632
Band 35		599,653.315		14.71		8,820,900
Band 36		88,132.180		14.57		1,284,086
Band 37		31,128.418		14.48		450,739
Band 38		381,888.230		15.29		5,839,071
Band 39		158,399.476		15.22		2,410,840
Band 40		33,320.244		15.16		505,135
Band 41		114,370.213		14.25		1,629,776
Band 42		40,705.386		14.19		577,609
Band 43		185,650.106		14.14		2,625,093
Band 44		14,663.483		12.54		183,880
Band 45		43,972.600		12.41		545,700
Band 46		707,167.259		11.90		8,415,290
Band 47		196,053.610		11.89		2,331,077

		20,525,351.477			$	267,947,368

177

Separate Account B of
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Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Fidelity® VIP Equity-Income Portfolio - Service Class 2
Contracts in accumulation period:
Band 2		11,489.595	$	11.68	$	134,198
Band 3		453.481		11.49		5,211
Band 4		100,394.976		11.55		1,159,562
Band 5		116,754.062		11.52		1,345,007
Band 6		3,467,553.163		11.47		39,772,835
Band 7		2,766,837.750		11.44		31,652,624
Band 8		855,633.740		11.39		9,745,668
Band 9		402,954.117		11.36		4,577,559
Band 10		2,083,613.147		11.34		23,628,173
Band 11		1,094,675.897		11.31		12,380,784
Band 12		739,319.099		11.29		8,346,913
Band 13		1,488,441.469		11.26		16,759,851
Band 14		3,041,474.748		11.21		34,094,932
Band 15		547,232.827		11.18		6,118,063
Band 16		65,481.055		11.13		728,804
Band 17		1,696,647.986		11.11		18,849,759
Band 18		106,701.337		11.08		1,182,251
Band 19		302,405.188		11.03		3,335,529
Band 20		2,040,316.407		11.24		22,933,156
Band 21		334,161.116		11.16		3,729,238
Band 25		16,951.303		11.73		198,839
Band 26		514,373.687		11.70		6,018,172
Band 27		161,495.320		11.54		1,863,656
Band 28		35,874.479		11.47		411,480
Band 29		505,608.511		11.44		5,784,161
Band 30		315,015.116		11.29		3,556,521
Band 31		139,708.710		11.21		1,566,135
Band 32		54,177.526		11.06		599,203
Band 33		57,602.622		10.96		631,325
Band 34		39,716.131		10.89		432,509
Band 35		339,022.961		11.81		4,003,861
Band 36		23,279.614		11.70		272,371
Band 37		23,542.095		11.62		273,559
Band 38		178,303.403		13.50		2,407,096
Band 39		23,550.717		13.44		316,522
Band 40		15,095.390		13.39		202,127
Band 41		58,414.453		12.73		743,616
Band 42		26,360.436		12.67		333,987
Band 43		125,084.979		12.62		1,578,572
Band 44		18,476.541		11.21		207,122
Band 45		11,685.221		11.11		129,823
Band 46		324,507.867		10.50		3,407,333
Band 47		112,202.132		10.48		1,175,878

		24,382,590.374			$	276,593,985

178

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Fidelity® VIP Growth Portfolio - Service Class 2
Contracts in accumulation period:
Band 2		8,685.305	$	8.97	$	77,907
Band 3		5,407.794		8.83		47,751
Band 4		48,364.596		8.87		428,994
Band 5		88,211.899		8.85		780,675
Band 6		3,500,743.238		8.81		30,841,548
Band 7		3,713,332.923		8.79		32,640,196
Band 8		371,657.054		8.75		3,251,999
Band 9		228,336.872		8.73		1,993,381
Band 10		1,996,817.800		8.71		17,392,283
Band 11		1,376,665.665		8.69		11,963,225
Band 12		842,175.847		8.67		7,301,665
Band 13		1,496,885.097		8.65		12,948,056
Band 14		3,791,709.925		8.61		32,646,622
Band 15		205,824.729		8.59		1,768,034
Band 16		91,738.619		8.55		784,365
Band 17		1,372,717.222		8.53		11,709,278
Band 18		146,937.067		8.51		1,250,434
Band 19		231,215.966		8.48		1,960,711
Band 20		2,455,544.778		8.63		21,191,351
Band 21		401,393.480		8.57		3,439,942
Band 25		38,625.109		9.01		348,012
Band 26		279,402.067		8.99		2,511,825
Band 27		62,774.280		8.87		556,808
Band 28		23,437.350		8.81		206,483
Band 29		210,367.352		8.79		1,849,129
Band 30		112,884.058		8.67		978,705
Band 31		135,507.189		8.61		1,166,717
Band 32		30,500.160		8.50		259,251
Band 33		19,757.879		8.42		166,361
Band 34		19,240.834		8.36		160,853
Band 35		171,396.754		9.07		1,554,569
Band 36		4,231.040		8.99		38,037
Band 37		852.907		8.93		7,616
Band 38		39,952.013		12.42		496,204
Band 39		8,712.544		12.36		107,687
Band 40		2,154.128		12.31		26,517
Band 41		6,254.418		11.33		70,863
Band 42		11,092.113		11.28		125,119
Band 43		8,584.926		11.24		96,495
Band 44		250.768		10.55		2,646
Band 45		523.611		10.35		5,419
Band 46		69,320.332		10.44		723,704
Band 47		11,600.745		10.43		120,996

		23,641,788.453			$	205,998,433

179

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Fidelity® VIP Overseas Portfolio - Service Class 2
Contracts in accumulation period:
Band 35		11,051.681	$	14.85	$	164,117
Band 36		797.553		14.73		11,748
Band 37		78.919		14.64		1,155
Band 38		12,346.742		16.63		205,326
Band 39		3,460.350		16.54		57,234
Band 40		646.542		16.48		10,655

		28,381.787			$	450,235


Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Band 35		65,723.853	$	15.63	$	1,027,264
Band 36		12,027.090		15.50		186,420
Band 37		11,320.666		15.41		174,451
Band 38		36,875.853		16.08		592,964
Band 39		18,532.569		16.01		296,706
Band 40		7,663.386		15.95		122,231

		152,143.417			$	2,400,036


Appreciation Portfolio
Contracts in accumulation period:
Band 22		277.138	$	19.08	$	5,288
Band 23		24,850.364		18.81		467,435

		25,127.502			$	472,723


ING GET Fund - Series N
Contracts in accumulation period:
Band 26		159,542.538	$	10.47	$	1,670,410
Band 27		101,088.459		10.33		1,044,244
Band 28		107,070.910		10.26		1,098,548
Band 29		469,360.490		10.23		4,801,558
Band 30		330,764.389		10.09		3,337,413
Band 31		249,839.151		10.02		2,503,388

		1,417,665.937			$	14,455,561

180

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET Fund - Series P
Contracts in accumulation period:
Band 9		17,133.365	$	9.96	$	170,648
Band 13		13,313.313		9.87		131,402
Band 15		6,556.215		9.81		64,316
Band 26		756,411.810		10.24		7,745,657
Band 27		589,601.723		10.11		5,960,873
Band 28		217,057.800		10.04		2,179,260
Band 29		2,193,976.332		10.02		21,983,643
Band 30		1,899,997.124		9.89		18,790,972
Band 31		969,291.671		9.83		9,528,137

		6,663,339.353			$	66,554,908


ING GET Fund - Series Q
Contracts in accumulation period:
Band 9		429,147.023	$	10.25	$	4,398,757
Band 13		167,039.268		10.16		1,697,119
Band 15		71,930.961		10.10		726,503
Band 26		987,110.131		10.52		10,384,399
Band 27		939,545.962		10.39		9,761,883
Band 28		261,017.877		10.33		2,696,315
Band 29		2,246,947.988		10.31		23,166,034
Band 30		1,835,186.407		10.18		18,682,198
Band 31		886,911.308		10.12		8,975,542
Band 32		26,006.613		10.00		260,066

		7,850,843.538			$	80,748,816


ING GET Fund - Series R
Contracts in accumulation period:
Band 9		396,085.472	$	10.49	$	4,154,937
Band 13		269,727.650		10.41		2,807,865
Band 15		109,212.843		10.35		1,130,353
Band 26		1,068,914.940		10.75		11,490,836
Band 27		602,326.388		10.63		6,402,730
Band 28		283,403.051		10.57		2,995,570
Band 29		2,261,006.958		10.55		23,853,623
Band 30		1,918,808.334		10.43		20,013,171
Band 31		895,310.961		10.37		9,284,375
Band 32		51,054.917		10.25		523,313
Band 33		34,381.649		10.18		350,005
Band 34		25,844.297		10.12		261,544
Band 35		12,352.458		10.84		133,901
Band 36		3,805.853		10.76		40,951

		7,932,235.771			$	83,443,174

181

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET Fund - Series S
Contracts in accumulation period:
Band 9		845,455.050	$	10.43	$	8,818,096
Band 13		438,770.404		10.35		4,541,274
Band 15		240,272.994		10.30		2,474,812
Band 26		1,330,838.918		10.67		14,200,051
Band 27		563,746.734		10.56		5,953,166
Band 28		150,546.483		10.50		1,580,738
Band 29		2,741,518.964		10.48		28,731,119
Band 30		1,866,281.622		10.37		19,353,340
Band 31		963,848.617		10.31		9,937,279
Band 32		76,465.881		10.21		780,717
Band 33		10,050.256		10.14		101,910
Band 34		6,200.139		10.08		62,497
Band 35		14,728.735		10.75		158,334
Band 36		4,788.679		10.68		51,143

		9,253,513.476			$	96,744,476


ING GET Fund - Series T
Contracts in accumulation period:
Band 6		35,571.839	$	10.50	$	373,504
Band 9		1,291,859.186		10.43		13,474,091
Band 10		9,427.606		10.41		98,141
Band 12		68,527.355		10.38		711,314
Band 13		221,140.524		10.36		2,291,016
Band 15		729,393.503		10.31		7,520,047
Band 20		54,929.569		10.34		567,972
Band 26		1,097,903.809		10.66		11,703,655
Band 27		644,872.300		10.55		6,803,403
Band 28		213,538.590		10.50		2,242,155
Band 29		2,720,894.490		10.48		28,514,974
Band 30		1,618,916.788		10.38		16,804,356
Band 31		1,063,165.067		10.32		10,971,863
Band 32		105,750.563		10.23		1,081,828
Band 33		32,124.799		10.16		326,388
Band 34		41,867.773		10.11		423,283
Band 35		47,286.257		10.73		507,382
Band 36		1,388.814		10.66		14,805

		9,998,558.832			$	104,430,177

182

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET Fund - Series U
Contracts in accumulation period:
Band 6		136,119.627	$	10.65	$	1,449,674
Band 9		1,221,833.370		10.58		12,926,997
Band 10		6,307.562		10.57		66,671
Band 12		17,313.101		10.53		182,307
Band 13		389,647.739		10.52		4,099,094
Band 15		380,900.392		10.47		3,988,027
Band 20		173,578.714		10.50		1,822,577
Band 26		1,235,597.261		10.80		13,344,450
Band 27		461,547.638		10.70		4,938,560
Band 28		341,904.540		10.65		3,641,283
Band 29		2,652,088.350		10.63		28,191,699
Band 30		1,313,295.496		10.53		13,829,002
Band 31		838,967.135		10.48		8,792,376
Band 32		907,793.867		10.39		9,431,978
Band 33		599,060.469		10.33		6,188,295
Band 34		326,151.821		10.28		3,352,841
Band 35		140,973.619		10.86		1,530,974
Band 36		6,031.250		10.80		65,138

		11,149,111.951			$	117,841,943


ING GET Fund - Series V
Contracts in accumulation period:
Band 6		210,385.252	$	9.67	$	2,034,425
Band 7		2,627.531		9.66		25,382
Band 9		1,827,840.729		9.62		17,583,828
Band 10		46,504.793		9.60		446,446
Band 12		25,484.801		9.58		244,144
Band 13		467,187.049		9.56		4,466,308
Band 14		1,043.499		9.53		9,945
Band 15		719,486.350		9.52		6,849,510
Band 17		63,568.538		9.48		602,630
Band 19		7,039.753		9.44		66,455
Band 20		81,269.943		9.55		776,128
Band 26		2,261,654.389		9.79		22,141,596
Band 27		712,270.538		9.71		6,916,147
Band 28		430,348.051		9.67		4,161,466
Band 29		4,938,237.405		9.65		47,653,991
Band 30		2,714,873.827		9.57		25,981,343
Band 31		1,433,312.532		9.53		13,659,468
Band 32		1,234,336.820		9.46		11,676,826
Band 33		434,249.229		9.40		4,081,943
Band 34		433,448.247		9.36		4,057,076
Band 35		440,787.490		9.85		4,341,757
Band 36		16,456.666		9.80		161,275

		18,502,413.432			$	177,938,089

183

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1		177.906	$	21.90	$	3,896
Band 2		93,525.448		21.48		2,008,927
Band 3		3,863.260		20.75		80,163
Band 4		181,709.282		20.96		3,808,627
Band 5		135,006.837		20.85		2,814,893
Band 6		4,042,404.667		20.65		83,475,656
Band 7		2,359,894.643		20.55		48,495,835
Band 8		2,963,804.358		20.35		60,313,419
Band 9		462,508.018		20.25		9,365,787
Band 10		1,035,547.907		20.15		20,866,290
Band 11		4,273,090.442		20.05		85,675,463
Band 12		742,573.585		19.95		14,814,343
Band 13		1,600,667.396		19.85		31,773,248
Band 14		2,645,180.877		19.65		51,977,804
Band 15		189,423.568		19.56		3,705,125
Band 16		59,301.115		19.36		1,148,070
Band 17		904,258.170		19.27		17,425,055
Band 18		57,444.214		19.17		1,101,206
Band 19		138,047.009		18.98		2,620,132
Band 20		865,640.233		19.75		17,096,395
Band 21		116,760.854		19.46		2,272,166
Band 25		70,568.128		21.69		1,530,623
Band 26		20,678.028		12.68		262,197
Band 27		2,420.690		12.65		30,622
Band 28		1,571.435		12.64		19,863
Band 29		14,370.204		12.63		181,496
Band 30		10,018.375		12.61		126,332
Band 31		5,547.225		12.59		69,840
Band 32		547.217		12.57		6,879
Band 33		131.002		12.55		1,644
Band 34		636.799		12.54		7,985
Band 41		484.846		12.61		6,114
Band 43		861.052		12.58		10,832
Band 44		160.434		12.54		2,012
Band 45		406.753		12.53		5,097
Band 46		226,056.478		10.60		2,396,199
Band 47		50,678.644		10.58		536,180

		23,275,967.099			$	466,036,415

184

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		199,103.118	$	21.29	$	4,238,905
Band 7		1,216.499		21.26		25,863
Band 8		68.286		21.19		1,447
Band 10		65,992.610		21.12		1,393,764
Band 11		3,632.877		21.08		76,581
Band 12		45,802.499		21.05		964,143
Band 13		2,173.323		10.63		23,102
Band 14		60,933.981		11.30		688,554
Band 15		143,830.182		11.29		1,623,843
Band 17		52,096.915		11.26		586,611
Band 20		324,312.574		20.98		6,804,078
Band 46		86,656.219		10.58		916,823

		985,819.083			$	17,343,714

185

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING American Funds Growth Portfolio
Contracts in accumulation period:
Band 2		61,321.709	$	13.68	$	838,881
Band 4		815,396.590		13.60		11,089,394
Band 5		200,616.788		13.58		2,724,376
Band 6		15,583,944.165		13.55		211,162,443
Band 7		11,085,752.402		13.53		149,990,230
Band 8		4,655,665.232		13.50		62,851,481
Band 9		1,793,081.345		13.49		24,188,667
Band 10		12,968,061.706		13.47		174,679,791
Band 11		4,743,151.691		13.45		63,795,390
Band 12		1,942,130.292		13.44		26,102,231
Band 13		5,322,761.133		13.42		71,431,454
Band 14		14,220,294.864		13.39		190,409,748
Band 15		5,632,391.605		13.37		75,305,076
Band 16		429,579.758		13.34		5,730,594
Band 17		11,750,243.521		13.33		156,630,746
Band 18		129,594.540		13.31		1,724,903
Band 19		1,003,517.811		13.28		13,326,717
Band 20		10,461,932.446		13.41		140,294,514
Band 21		1,056,006.194		13.36		14,108,243
Band 26		946,920.306		13.69		12,963,339
Band 27		331,204.920		13.60		4,504,387
Band 28		64,304.295		13.55		871,323
Band 29		1,198,711.548		13.53		16,218,567
Band 30		479,942.871		13.44		6,450,432
Band 31		361,680.375		13.39		4,842,900
Band 32		169,061.980		13.30		2,248,524
Band 33		88,595.285		13.23		1,172,116
Band 34		259,478.025		13.19		3,422,515
Band 35		16,580.042		10.60		175,748
Band 36		7,839.668		10.59		83,022
Band 37		25,553.296		13.65		348,802
Band 38		3,136.517		10.59		33,216
Band 39		1,961.832		10.58		20,756
Band 40		1,757.869		10.57		18,581
Band 41		197,572.801		13.44		2,655,378
Band 42		120,935.441		13.38		1,618,116
Band 43		412,064.226		13.33		5,492,816
Band 44		38,775.507		12.13		470,347
Band 45		116,702.307		11.99		1,399,261
Band 46		4,335,431.040		11.57		50,160,937
Band 47		474,730.835		11.56		5,487,888

		113,508,384.778			$	1,517,043,850

186

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING American Funds Growth-Income Portfolio
Contracts in accumulation period:
Band 2		51,656.786	$	12.47	$	644,160
Band 4		1,000,253.750		12.40		12,403,147
Band 5		114,494.645		12.38		1,417,444
Band 6		10,360,814.789		12.35		127,956,063
Band 7		7,690,239.738		12.34		94,897,558
Band 8		3,854,889.222		12.31		47,453,686
Band 9		1,800,496.135		12.29		22,128,098
Band 10		8,805,370.931		12.28		108,129,955
Band 11		3,656,691.421		12.26		44,831,037
Band 12		1,473,385.425		12.25		18,048,971
Band 13		3,869,182.199		12.24		47,358,790
Band 14		11,024,052.362		12.21		134,603,679
Band 15		4,607,965.579		12.19		56,171,100
Band 16		262,053.706		12.16		3,186,573
Band 17		9,007,688.637		12.15		109,443,417
Band 18		28,058.485		12.13		340,349
Band 19		845,511.457		12.11		10,239,144
Band 20		7,151,072.993		12.22		87,386,112
Band 21		1,005,589.643		12.18		12,248,082
Band 26		811,729.294		12.48		10,130,382
Band 27		384,894.844		12.40		4,772,696
Band 28		99,354.506		12.35		1,227,028
Band 29		1,103,899.754		12.34		13,622,123
Band 30		521,149.332		12.25		6,384,079
Band 31		259,405.690		12.21		3,167,343
Band 32		204,301.961		12.12		2,476,140
Band 33		90,346.741		12.06		1,089,582
Band 34		237,979.660		12.02		2,860,516
Band 35		17,019.805		10.13		172,411
Band 36		5,046.129		10.12		51,067
Band 37		7,932.654		12.44		98,682
Band 38		3,376.956		10.12		34,175
Band 40		693.971		10.10		7,009
Band 41		186,130.279		12.25		2,280,096
Band 42		107,392.772		12.19		1,309,118
Band 43		391,061.617		12.15		4,751,399
Band 44		46,386.239		10.98		509,321
Band 45		98,787.396		10.87		1,073,819
Band 46		3,139,406.675		10.41		32,681,223
Band 47		369,559.802		10.39		3,839,726

		84,695,323.980			$	1,031,425,300

187

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING American Funds International Portfolio
Contracts in accumulation period:
Band 2		30,741.762	$	16.36	$	502,935
Band 4		269,279.419		16.26		4,378,483
Band 5		90,957.256		16.24		1,477,146
Band 6		5,984,402.513		16.21		97,007,165
Band 7		4,245,593.994		16.19		68,736,167
Band 8		1,989,030.422		16.15		32,122,841
Band 9		781,242.415		16.13		12,601,440
Band 10		4,950,831.843		16.11		79,757,901
Band 11		2,083,392.617		16.09		33,521,787
Band 12		925,189.032		16.07		14,867,788
Band 13		2,431,608.675		16.05		39,027,319
Band 14		4,904,188.159		16.01		78,516,052
Band 15		1,757,275.377		16.00		28,116,406
Band 16		175,500.452		15.96		2,800,987
Band 17		3,995,242.625		15.94		63,684,167
Band 18		33,187.557		15.92		528,346
Band 19		354,276.694		15.88		5,625,914
Band 20		3,093,401.506		16.03		49,587,226
Band 21		467,937.685		15.98		7,477,644
Band 26		533,978.155		16.38		8,746,562
Band 27		298,840.780		16.26		4,859,151
Band 28		29,718.554		16.20		481,441
Band 29		558,732.061		16.19		9,045,872
Band 30		234,850.470		16.07		3,774,047
Band 31		156,496.410		16.01		2,505,508
Band 32		71,702.655		15.90		1,140,072
Band 33		27,278.063		15.83		431,812
Band 34		93,136.633		15.77		1,468,765
Band 35		64,347.399		11.01		708,465
Band 36		9,398.113		11.00		103,379
Band 37		824.479		16.32		13,456
Band 38		28,846.456		11.00		317,311
Band 39		1,722.022		10.99		18,925
Band 40		1,057.126		10.99		11,618
Band 41		56,041.009		16.07		900,579
Band 42		39,572.934		16.00		633,167
Band 43		165,194.799		15.94		2,633,205
Band 44		13,770.697		13.32		183,426
Band 45		28,702.144		13.15		377,433
Band 46		1,887,611.268		12.26		23,142,114
Band 47		144,536.971		12.24		1,769,133

		43,009,639.201			$	683,603,155

188

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Capital Guardian Small/Mid Cap Portfolio - Service Class
Currently payable annuity contracts					$	121,677
Contracts in accumulation period:
Band 1		5,548.514	$	19.98		110,859
Band 2		127,270.078		19.58		2,370,271
Band 3		8,889.895		18.90		168,019
Band 4		168,875.774		19.10		3,225,527
Band 5		223,509.775		19.00		4,246,686
Band 6		4,019,715.745		18.81		75,610,853
Band 7		3,135,034.521		18.72		58,687,846
Band 8		2,668,389.280		18.53		49,445,253
Band 9		662,959.278		18.43		12,218,340
Band 10		1,455,753.700		18.34		26,698,523
Band 11		3,039,074.822		18.25		55,463,116
Band 12		872,883.211		18.15		15,842,830
Band 13		2,107,560.863		18.06		38,062,549
Band 14		2,937,686.012		17.88		52,525,826
Band 15		162,092.759		17.79		2,883,630
Band 16		55,204.480		17.61		972,151
Band 17		1,277,975.682		17.52		22,390,134
Band 18		74,965.534		17.43		1,306,649
Band 19		216,991.897		17.25		3,743,110
Band 20		1,187,036.334		17.97		21,331,043
Band 21		190,099.903		17.70		3,364,768
Band 24		1,339.613		20.60		27,596
Band 25		78,841.098		19.78		1,559,477
Band 26		14,645.943		10.92		159,934
Band 27		5,051.873		10.89		55,015
Band 28		3,265.129		10.88		35,525
Band 29		8,986.807		10.88		97,776
Band 30		11,855.024		10.85		128,627
Band 31		7,164.811		10.84		77,667
Band 32		1,434.595		10.82		15,522
Band 33		4,872.717		10.80		52,625
Band 34		169.321		10.79		1,827
Band 41		3,575.353		10.85		38,793
Band 42		83.012		10.84		900
Band 43		17,194.243		10.83		186,214
Band 46		186,172.056		10.01		1,863,582
Band 47		39,349.392		10.00		393,494

		24,981,519.044			$	455,484,234

189

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		176,933.764	$	13.86	$	2,452,302
Band 7		7,601.027		13.84		105,198
Band 10		74,847.228		13.75		1,029,149
Band 11		1,942.663		13.72		26,653
Band 12		32,133.676		13.70		440,231
Band 14		11,288.362		9.92		111,981
Band 15		50,406.528		9.91		499,529
Band 17		47,952.880		9.88		473,774
Band 20		252,036.405		13.65		3,440,297
Band 46		55,951.724		10.00		559,517

		711,094.257			$	9,138,631

190

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Capital Guardian U.S. Equities Portfolio - Service Class
Contracts in accumulation period:
Band 2		75,742.309	$	11.73	$	888,457
Band 3		3,965.702		11.49		45,566
Band 4		119,677.436		11.56		1,383,471
Band 5		571,908.638		11.52		6,588,388
Band 6		5,419,950.931		11.45		62,058,438
Band 7		8,078,575.474		11.42		92,257,332
Band 8		2,164,626.294		11.35		24,568,508
Band 9		1,049,008.804		11.32		11,874,780
Band 10		4,508,542.459		11.28		50,856,359
Band 11		4,231,050.692		11.25		47,599,320
Band 12		3,310,336.134		11.21		37,108,868
Band 13		5,800,169.431		11.18		64,845,894
Band 14		8,743,723.724		11.11		97,142,771
Band 15		251,243.771		11.08		2,783,781
Band 16		219,613.964		11.01		2,417,950
Band 17		3,074,968.691		10.98		33,763,156
Band 18		235,343.642		10.95		2,577,013
Band 19		703,154.254		10.88		7,650,318
Band 20		3,153,200.501		11.15		35,158,186
Band 21		792,740.317		11.05		8,759,781
Band 24		1,323.767		12.08		15,991
Band 25		146,764.978		11.80		1,731,827
Band 26		6,727.105		11.20		75,344
Band 27		4,439.077		11.17		49,584
Band 29		6,153.966		11.16		68,678
Band 30		1,549.650		11.13		17,248
Band 31		8,414.177		11.12		93,566
Band 32		5,132.152		11.10		56,967
Band 33		4,787.252		11.08		53,043
Band 41		3,496.535		11.14		38,951
Band 43		5,068.755		11.11		56,314
Band 46		254,657.451		10.49		2,671,357
Band 47		63,409.551		10.48		664,532

		53,019,467.584			$	595,921,739

191

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Capital Guardian U.S. Equities Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		194,289.820	$	15.54	$	3,019,264
Band 7		1,511.084		15.52		23,452
Band 10		66,338.531		15.41		1,022,277
Band 11		7,382.583		15.39		113,618
Band 12		66,383.968		15.36		1,019,658
Band 13		9,017.645		10.53		94,956
Band 14		3,679.209		10.93		40,214
Band 15		40,939.652		10.92		447,061
Band 17		35,364.331		10.89		385,118
Band 20		296,664.087		15.31		4,541,927
Band 46		24,545.237		10.48		257,234

		746,116.147			$	10,964,779

192

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Eagle Asset Capital Appreciation Portfolio - Service Class
Currently payable annuity contracts					$	38,681
Contracts in accumulation period:
Band 1		2,972.759	$	22.14		65,817
Band 2		139,595.253		21.66		2,984,952
Band 3		3,085.171		20.83		64,264
Band 4		111,309.175		21.10		2,348,624
Band 5		81,632.016		20.95		1,710,191
Band 6		1,425,052.543		20.75		29,569,840
Band 7		941,748.496		20.61		19,409,437
Band 8		1,378,372.761		20.41		28,132,588
Band 9		201,979.925		20.27		4,094,133
Band 10		377,981.596		20.15		7,616,329
Band 11		1,480,581.095		20.04		29,670,845
Band 12		295,145.922		19.93		5,882,258
Band 13		760,223.098		19.82		15,067,622
Band 14		952,970.242		19.60		18,678,217
Band 15		72,499.830		19.49		1,413,022
Band 16		18,601.281		19.27		358,447
Band 17		271,862.969		19.17		5,211,613
Band 18		24,615.006		19.06		469,162
Band 19		44,112.376		18.85		831,518
Band 20		254,351.126		19.71		5,013,261
Band 21		74,557.664		19.38		1,444,928
Band 25		9,905.039		21.90		216,920
Band 26		22,515.102		21.78		490,379
Band 27		10,981.011		21.07		231,370
Band 28		2,499.175		20.72		51,783
Band 29		30,064.525		20.60		619,329
Band 30		24,637.756		19.93		491,030
Band 31		15,782.654		19.59		309,182
Band 32		11,140.124		18.97		211,328
Band 33		1,532.387		18.55		28,426
Band 34		2,473.748		18.25		45,146
Band 41		2,337.561		12.36		28,892
Band 42		568.097		12.31		6,993
Band 43		23,018.750		12.26		282,210
Band 44		6,370.452		10.95		69,756
Band 45		2,727.756		10.80		29,460
Band 46		98,340.461		9.98		981,438
Band 47		10,074.241		9.96		100,339

		9,188,219.143			$	184,269,730

193

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		62,797.184	$	13.26	$	832,691
Band 7		444.753		13.24		5,889
Band 10		5,365.519		13.15		70,557
Band 12		13,515.318		13.11		177,186
Band 14		1,389.636		11.01		15,300
Band 15		9,999.105		11.00		109,990
Band 20		97,360.995		13.06		1,271,535
Band 46		58,472.590		9.97		582,972

		249,345.100			$	3,066,120

194

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Evergreen Health Sciences Portfolio - Class S
Contracts in accumulation period:
Band 1		10,100.628	$	10.26	$	103,632
Band 2		1,009.496		10.86		10,963
Band 3		919.006		10.79		9,916
Band 4		35,792.852		10.81		386,921
Band 5		51,877.504		10.80		560,277
Band 6		1,770,931.833		10.78		19,090,645
Band 7		2,117,858.497		10.78		22,830,515
Band 8		431,425.694		10.76		4,642,140
Band 9		143,590.390		10.75		1,543,597
Band 10		1,302,047.471		10.74		13,983,990
Band 11		907,937.781		10.73		9,742,172
Band 12		518,298.606		10.72		5,556,161
Band 13		1,100,938.572		10.71		11,791,052
Band 14		2,164,814.564		10.69		23,141,868
Band 15		345,203.434		10.68		3,686,773
Band 16		72,870.154		10.67		777,525
Band 17		1,264,818.055		10.66		13,482,960
Band 18		52,729.924		10.65		561,574
Band 19		110,965.314		10.63		1,179,561
Band 20		1,373,293.290		10.70		14,694,238
Band 21		183,222.135		10.68		1,956,812
Band 25		17,137.421		10.88		186,455
Band 26		144,970.897		10.87		1,575,834
Band 27		34,581.642		10.81		373,828
Band 28		9,563.817		10.78		103,098
Band 29		200,632.053		10.77		2,160,807
Band 30		70,165.961		10.72		752,179
Band 31		69,489.067		10.69		742,838
Band 32		20,187.304		10.64		214,793
Band 33		6,412.528		10.60		67,973
Band 34		27,239.840		10.58		288,198
Band 41		45,088.148		10.72		483,345
Band 42		8,341.257		10.69		89,168
Band 43		27,871.077		10.66		297,106
Band 44		6,323.458		10.59		66,965
Band 45		31,767.860		10.57		335,786
Band 46		263,578.123		10.96		2,888,816
Band 47		24,903.904		10.95		272,698

		14,968,899.557			$	160,633,179

195

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Evergreen Omega Portfolio - Class A
Contracts in accumulation period:
Band 6	24,365.024	$	10.72	$	261,193
Band 10	9,303.036		10.68		99,356
Band 15	17,980.046		10.62		190,948
Band 17	9,591.533		10.60		101,670
Band 20	7,277.933		10.64		77,437
Band 46	22,548.567		10.22		230,446

	91,066.139			$	961,050

196

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Evergreen Omega Portfolio - Service Class
Contracts in accumulation period:
Band 4		4,121.651	$	10.78	$	44,431
Band 6		26,871.390		10.75		288,867
Band 7		44,526.983		10.74		478,220
Band 8		18,300.014		10.72		196,176
Band 9		23,211.639		10.72		248,829
Band 10		92,163.772		10.71		987,074
Band 11		16,383.157		10.70		175,300
Band 12		13,402.350		10.69		143,271
Band 13		24,324.541		10.68		259,786
Band 14		66,624.281		10.66		710,215
Band 15		9,371.435		10.65		99,806
Band 16		15,854.504		10.63		168,533
Band 17		51,144.687		10.62		543,157
Band 18		157.024		10.62		1,668
Band 19		2,596.757		10.60		27,526
Band 20		38,432.278		10.67		410,072
Band 21		696.297		10.64		7,409
Band 26		56,706.283		10.83		614,129
Band 27		22,424.124		10.78		241,732
Band 28		5,872.816		10.75		63,133
Band 29		95,371.427		10.74		1,024,289
Band 30		32,324.192		10.69		345,546
Band 31		12,100.161		10.66		128,988
Band 32		3,647.327		10.61		38,698
Band 33		13,979.406		10.57		147,762
Band 34		8,516.012		10.55		89,844
Band 35		4,478.170		11.34		50,782
Band 36		1,032.109		11.33		11,694
Band 37		317.360		11.32		3,593
Band 38		570.907		11.32		6,463
Band 39		600.737		11.31		6,794
Band 41		103.955		10.69		1,111
Band 42		640.310		10.65		6,819
Band 43		491.550		10.63		5,225
Band 45		1,252.336		10.53		13,187
Band 46		35,456.722		10.23		362,722
Band 47		4,087.667		10.22		41,776

		748,156.331			$	7,994,627

197

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING FMR^SM Diversified Mid Cap Portfolio - Service Class
Currently payable annuity contracts					$	340,753
Contracts in accumulation period:
Band 1		9,790.048	$	10.18		99,663
Band 2		112,190.666		13.71		1,197,381
Band 3		9,506.919		13.46		127,963
Band 4		213,623.447		13.53		2,890,325
Band 5		313,798.852		13.50		4,236,285
Band 6		6,237,949.782		13.42		83,713,286
Band 7		6,072,494.602		13.39		81,310,703
Band 8		2,687,105.967		13.32		35,792,251
Band 9		858,757.055		13.28		11,404,294
Band 10		3,308,904.882		13.25		43,842,990
Band 11		3,959,235.063		13.21		52,301,495
Band 12		1,638,208.055		13.18		21,591,582
Band 13		3,735,442.235		13.14		49,083,711
Band 14		6,549,243.928		13.07		85,598,618
Band 15		535,372.533		13.04		6,981,258
Band 16		185,056.333		12.97		2,400,181
Band 17		2,618,948.416		12.93		33,863,003
Band 18		173,162.518		12.90		2,233,796
Band 19		314,053.406		12.83		4,029,305
Band 20		2,416,091.919		13.11		31,674,965
Band 21		402,963.336		13.00		5,238,523
Band 25		76,853.077		13.79		1,059,804
Band 26		26,654.727		12.05		321,189
Band 27		6,636.670		12.03		79,839
Band 28		4,724.601		12.02		56,790
Band 29		68,824.753		12.01		826,585
Band 30		29,573.090		11.99		354,581
Band 31		22,981.887		11.97		275,093
Band 32		3,680.008		11.95		43,976
Band 33		366.838		11.93		4,376
Band 34		1,039.758		11.92		12,394
Band 41		8,017.451		11.99		96,129
Band 42		8,393.851		11.97		100,474
Band 43		26,265.853		11.96		314,140
Band 44		990.438		11.93		11,816
Band 45		2,775.733		11.91		33,059
Band 46		490,291.478		11.78		5,775,634
Band 47		55,130.384		11.76		648,333

		43,185,100.559			$	569,966,543

198

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		340,926.406	$	17.51	$	5,969,621
Band 7		4,115.502		17.48		71,939
Band 10		236,651.367		17.37		4,110,634
Band 11		5,907.067		17.34		102,429
Band 12		76,651.101		17.31		1,326,831
Band 14		65,427.841		13.56		887,202
Band 15		158,720.171		13.54		2,149,071
Band 17		138,525.990		13.51		1,871,486
Band 20		557,683.630		17.25		9,620,043
Band 46		192,594.315		11.76		2,264,909

		1,777,203.390			$	28,374,165

199

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING FMR^SM Earnings Growth Portfolio - Service Class
Contracts in accumulation period:
Band 4		22,674.926	$	10.54	$	238,994
Band 6		9,537.445		10.53		100,429
Band 7		11,266.365		10.52		118,522
Band 8		2,293.470		10.51		24,104
Band 9		92,330.721		10.51		970,396
Band 10		19,413.729		10.51		204,038
Band 11		316.241		10.50		3,321
Band 13		23,612.501		10.50		247,931
Band 14		60,711.674		10.49		636,865
Band 15		17,391.881		10.49		182,441
Band 17		33,514.236		10.48		351,229
Band 20		1,402.709		10.49		14,714
Band 21		4,233.488		10.48		44,367
Band 26		95,031.161		10.56		1,003,529
Band 27		73,361.454		10.54		773,230
Band 28		18,621.662		10.53		196,086
Band 29		121,387.045		10.52		1,276,992
Band 30		98,389.786		10.50		1,033,093
Band 31		76,433.889		10.49		801,792
Band 32		17,563.516		10.47		183,890
Band 33		14,077.134		10.45		147,106
Band 34		12,931.095		10.44		135,001
Band 41		3,139.881		10.50		32,969
Band 42		6,156.031		10.49		64,577
Band 43		14,323.746		10.48		150,113
Band 44		1,862.020		10.45		19,458
Band 45		13,800.582		10.44		144,078
Band 46		7,475.657		10.47		78,270
Band 47		6,276.224		10.46		65,649

		879,530.269			$	9,243,184


ING FMR^SM Earnings Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 15		521.732	$	10.48	$	5,468
Band 20		963.431		10.49		10,106

		1,485.163			$	15,574

200

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Global Resources Portfolio - Service Class
Currently payable annuity contracts					$	246,959
Contracts in accumulation period:
Band 1		23,420.300	$	33.26		778,959
Band 2		171,675.951		32.14		5,270,706
Band 3		9,682.101		30.27		293,077
Band 4		48,204.403		30.84		1,486,624
Band 5		48,667.948		30.54		1,486,319
Band 6		1,542,660.893		30.06		46,372,386
Band 7		1,634,532.323		29.76		48,643,682
Band 8		930,198.886		29.30		27,254,827
Band 9		134,709.952		29.01		3,907,936
Band 10		1,133,307.923		28.76		32,593,936
Band 11		1,146,344.495		28.51		32,682,282
Band 12		385,687.128		28.27		10,903,375
Band 13		958,681.189		28.03		26,871,834
Band 14		2,247,683.841		27.55		61,923,690
Band 15		246,688.648		27.31		6,737,067
Band 16		65,989.946		26.84		1,771,170
Band 17		1,039,563.449		26.61		27,662,783
Band 18		28,306.727		26.38		746,731
Band 19		126,559.959		25.93		3,281,700
Band 20		683,978.603		27.79		19,007,765
Band 21		101,882.858		27.08		2,758,988
Band 25		37,564.285		32.70		1,228,352
Band 26		38,316.037		13.42		514,201
Band 27		3,087.790		13.40		41,376
Band 28		12,919.638		13.38		172,865
Band 29		136,495.274		13.38		1,826,307
Band 30		20,927.909		13.35		279,388
Band 31		14,432.019		13.33		192,379
Band 32		5,013.276		13.31		66,727
Band 34		1,236.839		13.27		16,413
Band 41		11,942.487		13.35		159,432
Band 42		3,710.713		13.33		49,464
Band 43		20,096.351		13.32		267,683
Band 44		134.367		13.28		1,784
Band 45		6,080.694		13.27		80,691
Band 46		374,771.986		13.96		5,231,817
Band 47		84,669.321		13.94		1,180,290

		13,479,826.509			$	373,991,965

201

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value

ING Global Resources Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		280,993.341	$	20.95	$	5,886,811
Band 7		1,516.707		20.91		31,714
Band 10		130,772.271		20.77		2,716,140
Band 11		3,480.556		20.74		72,187
Band 12		43,086.917		20.70		891,899
Band 13		212.700		14.01		2,980
Band 14		51,314.730		14.25		731,235
Band 15		134,472.157		14.24		1,914,884
Band 17		80,382.000		14.20		1,141,424
Band 20		376,683.156		20.63		7,770,974
Band 46		99,724.173		13.95		1,391,152

		1,202,638.708			$	22,551,400

202

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class
Contracts in accumulation period:
Band 2		1,851.348	$	7.27	$	13,459
Band 3		1,455.410		7.15		10,406
Band 4		24,697.072		7.19		177,572
Band 5		21,692.384		7.17		155,534
Band 6		1,262,439.322		7.14		9,013,817
Band 7		1,697,997.265		7.12		12,089,741
Band 8		307,359.041		7.09		2,179,176
Band 9		82,082.854		7.07		580,326
Band 10		1,030,730.712		7.05		7,266,652
Band 11		603,792.189		7.04		4,250,697
Band 12		321,068.222		7.02		2,253,899
Band 13		980,092.927		7.00		6,860,650
Band 14		1,868,193.772		6.97		13,021,311
Band 15		107,032.024		6.95		743,873
Band 16		87,586.824		6.92		606,101
Band 17		760,176.016		6.90		5,245,215
Band 18		48,150.199		6.89		331,755
Band 19		86,943.365		6.85		595,562
Band 20		812,532.607		6.99		5,679,603
Band 21		68,691.484		6.94		476,719
Band 25		12,207.824		7.31		89,239
Band 26		6,607.106		11.46		75,717
Band 29		36,943.309		11.42		421,893
Band 30		6,221.190		11.39		70,859
Band 31		1,059.168		11.38		12,053
Band 32		544.468		11.36		6,185
Band 34		257.571		11.33		2,918
Band 41		3,852.324		11.39		43,878
Band 43		1,135.065		11.36		12,894
Band 45		5,249.407		11.32		59,423
Band 46		65,594.203		10.16		666,437
Band 47		10,386.684		10.14		105,321

		10,324,623.356			$	73,118,885

203

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		103,763.268	$	15.93	$	1,652,949
Band 10		36,126.660		15.79		570,440
Band 11		351.229		15.77		5,539
Band 12		38,207.260		15.74		601,382
Band 14		4,851.671		11.16		54,145
Band 15		50,588.920		11.15		564,066
Band 17		22,560.322		11.12		250,871
Band 20		115,819.802		15.69		1,817,213
Band 46		22,872.260		10.15		232,153

		395,141.392			$	5,748,758

204

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING International Portfolio - Service Class
Contracts in accumulation period:
Band 2		11,959.254	$	11.98	$	143,272
Band 3		4,281.680		11.57		49,539
Band 4		8,746.006		11.69		102,241
Band 5		68,005.099		11.63		790,899
Band 6		2,837,858.226		11.44		32,465,098
Band 7		1,763,918.060		11.46		20,214,501
Band 8		1,222,097.925		11.35		13,870,811
Band 9		423,486.980		11.29		4,781,168
Band 10		523,671.692		11.24		5,886,070
Band 11		2,763,002.247		11.18		30,890,365
Band 12		326,524.119		11.13		3,634,213
Band 13		1,191,041.407		11.07		13,184,828
Band 14		1,767,322.593		10.96		19,369,856
Band 15		34,653.872		10.91		378,074
Band 16		29,184.519		10.80		315,193
Band 17		448,484.363		10.75		4,821,207
Band 18		48,114.853		10.69		514,348
Band 19		68,300.511		10.59		723,302
Band 20		559,559.225		11.02		6,166,343
Band 21		124,036.466		10.85		1,345,796
Band 25		42,470.945		12.10		513,898
Band 46		41,585.535		11.18		464,926
Band 47		10,561.881		11.16		117,871

		14,318,867.458			$	160,743,819


ING International Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		123,810.440	$	15.58	$	1,928,967
Band 8		589.483		15.50		9,137
Band 10		69,265.839		15.45		1,070,157
Band 11		702.656		15.42		10,835
Band 12		121,892.819		15.40		1,877,149
Band 14		15,299.347		12.33		188,641
Band 15		8,898.226		12.32		109,626
Band 17		42,567.366		12.28		522,727
Band 20		271,591.864		15.35		4,168,935
Band 46		18,461.634		11.16		206,032

		673,079.674			$	10,092,206

205

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Band 2		9,869.035	$	12.12	$	119,613
Band 3		1,124.408		11.90		13,380
Band 4		14,229.933		11.96		170,190
Band 5		69,916.305		11.93		834,102
Band 6		868,501.270		11.87		10,309,110
Band 7		1,083,146.022		11.83		12,813,617
Band 8		310,078.031		11.77		3,649,618
Band 9		130,425.796		11.74		1,531,199
Band 10		473,568.606		11.71		5,545,488
Band 11		543,127.483		11.68		6,343,729
Band 12		238,032.359		11.65		2,773,077
Band 13		599,753.203		11.62		6,969,132
Band 14		1,336,164.234		11.55		15,432,697
Band 15		109,412.565		11.52		1,260,433
Band 16		29,669.917		11.46		340,017
Band 17		324,542.050		11.43		3,709,516
Band 18		62,176.907		11.40		708,817
Band 19		50,307.930		11.34		570,492
Band 20		413,113.894		11.58		4,783,859
Band 21		77,167.132		11.49		886,650
Band 25		6,642.140		12.18		80,901
Band 26		10,207.197		13.19		134,633
Band 27		2,360.669		13.12		30,972
Band 28		846.049		13.09		11,075
Band 29		22,052.086		13.08		288,441
Band 30		8,587.646		13.01		111,725
Band 31		2,118.183		12.98		27,494
Band 32		3,736.443		12.91		48,237
Band 33		179.882		12.87		2,315
Band 34		2,091.440		12.84		26,854
Band 41		1,573.266		13.01		20,468
Band 42		1,875.254		12.97		24,322
Band 43		15,580.341		12.93		201,454
Band 45		6,450.573		12.65		81,600
Band 46		116,719.881		11.59		1,352,783
Band 47		23,545.115		11.57		272,417

		6,968,893.245			$	81,480,427

206

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value

ING Janus Contrarian Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		29,247.631	$	18.72	$	547,516
Band 10		45,370.934		18.56		842,085
Band 11		1,026.776		18.53		19,026
Band 12		20,848.710		18.50		385,701
Band 14		6,689.484		12.83		85,826
Band 15		31,912.893		12.82		409,123
Band 17		8,065.728		12.78		103,080
Band 20		61,389.216		18.44		1,132,017
Band 46		20,027.058		11.57		231,713

		224,578.430			$	3,756,087


ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class
Contracts in accumulation period:
Band 6		222,768.560	$	21.55	$	4,800,662
Band 7		7,831.611		21.52		168,536
Band 10		113,015.734		21.37		2,415,146
Band 11		7,101.736		21.34		151,551
Band 12		42,323.343		21.30		901,487
Band 13		6,281.750		14.06		88,321
Band 14		43,562.046		14.67		639,055
Band 15		172,958.733		14.66		2,535,575
Band 17		52,521.424		14.62		767,863
Band 20		264,740.626		21.23		5,620,443
Band 46		120,978.466		14.00		1,693,699

		1,054,084.029			$	19,782,338

207

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING JPMorgan Emerging Markets Equity Portfolio - Service Class
Currently payable annuity contracts					$	350,127
Contracts in accumulation period:
Band 1		11,569.483	$	14.59		168,799
Band 2		300,119.981		14.36		3,959,596
Band 3		13,182.867		13.96		184,033
Band 4		112,765.006		14.08		1,587,731
Band 5		155,100.949		14.02		2,174,515
Band 6		3,298,670.347		13.91		45,884,505
Band 7		3,050,097.160		13.86		42,274,347
Band 8		1,806,292.966		13.75		24,836,528
Band 9		437,852.278		13.69		5,994,198
Band 10		1,968,335.219		13.64		26,848,092
Band 11		1,660,184.406		13.58		22,545,304
Band 12		569,208.855		13.53		7,701,396
Band 13		1,662,497.623		13.47		22,393,843
Band 14		2,969,517.218		13.37		39,702,445
Band 15		569,679.267		13.31		7,582,431
Band 16		77,137.774		13.21		1,018,990
Band 17		1,606,085.305		13.15		21,120,022
Band 18		50,977.542		13.10		667,806
Band 19		146,546.086		13.00		1,905,099
Band 20		1,078,138.194		13.42		14,468,615
Band 21		150,997.462		13.26		2,002,226
Band 25		36,982.917		14.48		535,513
Band 26		38,991.090		13.77		536,907
Band 27		4,875.443		13.74		66,989
Band 28		5,526.325		13.73		75,876
Band 29		73,314.857		13.72		1,005,880
Band 30		25,623.172		13.69		350,781
Band 31		12,576.693		13.68		172,049
Band 32		8,519.354		13.65		116,289
Band 33		173.068		13.63		2,359
Band 34		1,688.103		13.62		22,992
Band 41		4,697.657		13.69		64,311
Band 42		682.635		13.67		9,332
Band 43		18,106.301		13.66		247,332
Band 44		160.469		13.63		2,187
Band 45		2,924.639		13.61		39,804
Band 46		431,199.183		14.03		6,049,725
Band 47		51,220.520		14.01		717,599

		22,412,218.414			$	305,386,573

208

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING JPMorgan Small Cap Equity Portfolio - Service Class
Contracts in accumulation period:
Band 1		690.964	$	13.47	$	9,307
Band 2		9,620.043		13.38		128,716
Band 3		1,789.768		13.20		23,625
Band 4		71,069.153		13.25		941,666
Band 5		53,193.856		13.23		703,755
Band 6		1,821,292.815		13.18		24,004,639
Band 7		1,822,536.849		13.15		23,966,360
Band 8		472,909.346		13.11		6,199,842
Band 9		216,699.204		13.08		2,834,426
Band 10		1,518,627.647		13.06		19,833,277
Band 11		650,083.107		13.03		8,470,583
Band 12		304,044.028		13.01		3,955,613
Band 13		1,019,675.206		12.98		13,235,384
Band 14		1,880,313.733		12.94		24,331,260
Band 15		362,664.978		12.91		4,682,005
Band 16		60,813.736		12.86		782,065
Band 17		1,016,028.483		12.84		13,045,806
Band 18		32,716.257		12.82		419,422
Band 19		150,463.106		12.77		1,921,414
Band 20		785,792.638		12.96		10,183,873
Band 21		184,335.131		12.89		2,376,080
Band 25		25,100.387		13.43		337,098
Band 26		109,313.140		13.40		1,464,796
Band 27		42,521.186		13.25		563,406
Band 28		8,668.567		13.18		114,252
Band 29		124,113.893		13.15		1,632,098
Band 30		46,548.830		13.01		605,600
Band 31		83,207.080		12.93		1,075,868
Band 32		23,789.537		12.80		304,506
Band 33		11,809.072		12.70		149,975
Band 34		8,841.896		12.63		111,673
Band 41		28,743.816		13.89		399,252
Band 42		14,587.984		13.82		201,606
Band 43		82,993.707		13.77		1,142,823
Band 44		8,729.277		12.01		104,839
Band 45		12,464.488		11.81		147,206
Band 46		645,307.920		10.37		6,691,843
Band 47		40,776.849		10.36		422,448

		13,752,877.677			$	177,518,407

209

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING JPMorgan Small Cap Equity Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		605,324.247	$	15.86	$	9,600,443
Band 7		901.992		15.83		14,279
Band 10		332,761.226		15.73		5,234,334
Band 11		20,699.648		15.70		324,984
Band 12		177,895.615		15.67		2,787,624
Band 13		3,904.047		10.40		40,602
Band 14		111,859.910		12.14		1,357,979
Band 15		315,498.310		12.13		3,826,995
Band 17		275,748.450		12.09		3,333,799
Band 20		1,033,038.534		15.62		16,136,062
Band 46		266,703.595		10.35		2,760,382

		3,144,335.574			$	45,417,483

210

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING JPMorgan Value Opportunities Portfolio - Service Class
Contracts in accumulation period:
Band 4		80,437.384	$	10.65	$	856,658
Band 6		81,335.977		10.64		865,415
Band 7		87,047.347		10.64		926,184
Band 8		55,059.331		10.63		585,281
Band 9		246,169.387		10.62		2,614,319
Band 10		349,843.464		10.62		3,715,338
Band 11		76,304.894		10.62		810,358
Band 12		15,291.120		10.61		162,239
Band 13		297,900.524		10.61		3,160,725
Band 14		23,399.042		10.60		248,030
Band 15		169,152.725		10.60		1,793,019
Band 16		1,651.674		10.59		17,491
Band 17		34,440.486		10.59		364,725
Band 19		18,481.584		10.58		195,535
Band 20		47,896.540		10.61		508,182
Band 21		54,304.946		10.60		575,632
Band 26		380,342.187		10.67		4,058,251
Band 27		197,426.340		10.65		2,102,591
Band 28		59,380.581		10.64		631,809
Band 29		588,743.439		10.63		6,258,343
Band 30		395,613.324		10.61		4,197,457
Band 31		251,519.854		10.60		2,666,110
Band 32		58,389.350		10.58		617,759
Band 33		42,329.281		10.57		447,421
Band 34		66,590.701		10.56		703,198
Band 41		37,928.868		10.61		402,425
Band 42		11,073.145		10.60		117,375
Band 43		47,926.312		10.59		507,540
Band 44		13,732.617		10.56		145,016
Band 45		13,062.833		10.55		137,813
Band 46		32,145.837		10.58		340,103
Band 47		8,236.728		10.57		87,062

		3,843,157.822			$	40,819,404

ING JPMorgan Value Opportunities Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		25,860.131	$	10.63	$	274,893
Band 10		19,383.799		10.61		205,662
Band 12		146.425		10.60		1,552
Band 14		2,540.505		10.59		26,904
Band 15		19,745.361		10.59		209,103
Band 17		980.195		10.58		10,370
Band 20		4,231.935		10.60		44,859
Band 46		8,607.961		10.57		90,986

		81,496.312			$	864,329

211

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Julius Baer Foreign Portfolio - Service Class
Contracts in accumulation period:
Band 1		359.100	$	14.39	$	5,167
Band 2		14,787.349		14.28		211,163
Band 4		96,805.642		14.15		1,369,800
Band 5		73,142.467		14.12		1,032,772
Band 6		3,309,450.065		14.07		46,563,962
Band 7		2,771,237.140		14.04		38,908,169
Band 8		991,309.233		13.99		13,868,416
Band 9		307,302.505		13.97		4,293,016
Band 10		3,692,515.943		13.94		51,473,672
Band 11		1,241,318.503		13.91		17,266,740
Band 12		338,367.008		13.89		4,699,918
Band 13		1,478,095.677		13.86		20,486,406
Band 14		3,941,374.214		13.81		54,430,378
Band 15		692,426.139		13.78		9,541,632
Band 16		94,733.839		13.73		1,300,696
Band 17		2,479,778.530		13.71		33,997,764
Band 18		57,746.641		13.68		789,974
Band 19		284,151.276		13.63		3,872,982
Band 20		1,683,877.560		13.84		23,304,865
Band 21		261,207.057		13.76		3,594,209
Band 25		24,387.195		14.33		349,469
Band 26		228,563.724		14.31		3,270,747
Band 27		67,064.396		14.15		948,961
Band 28		14,888.180		14.07		209,477
Band 29		326,789.282		14.04		4,588,122
Band 30		100,067.255		13.89		1,389,934
Band 31		53,935.617		13.81		744,851
Band 32		43,805.419		13.66		598,382
Band 33		34,402.058		13.56		466,492
Band 34		47,182.819		13.48		636,024
Band 41		38,427.654		15.36		590,249
Band 42		12,150.962		15.29		185,788
Band 43		70,587.736		15.24		1,075,757
Band 44		17,152.774		13.04		223,672
Band 45		9,554.551		12.86		122,872
Band 46		720,889.869		11.82		8,520,918
Band 47		141,924.013		11.80		1,674,703

		25,761,759.392			$	356,608,119

212

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Julius Baer Foreign Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		474,921.751	$	16.60	$	7,883,701
Band 7		13,456.842		16.57		222,980
Band 10		397,394.979		16.46		6,541,121
Band 11		7,999.498		16.43		131,432
Band 12		87,102.972		16.41		1,429,360
Band 13		3,226.938		11.84		38,207
Band 14		55,606.042		12.97		721,210
Band 15		346,997.585		12.96		4,497,089
Band 17		180,499.333		12.92		2,332,051
Band 20		724,745.173		16.35		11,849,584
Band 46		300,366.863		11.79		3,541,325

		2,592,317.976			$	39,188,060

213

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Legg Mason Value Portfolio - Service Class
Contracts in accumulation period:
Band 2		18,569.608	$	10.21	$	189,596
Band 4		169,202.460		10.08		1,705,561
Band 5		281,509.440		10.05		2,829,170
Band 6		4,471,159.247		10.00		44,711,592
Band 7		5,050,606.919		9.97		50,354,551
Band 8		1,709,205.643		9.92		16,955,320
Band 9		660,559.383		9.89		6,532,932
Band 10		4,293,067.205		9.86		42,329,643
Band 11		2,229,210.584		9.84		21,935,432
Band 12		1,740,222.827		9.81		17,071,586
Band 13		3,832,627.154		9.79		37,521,420
Band 14		5,533,758.050		9.73		53,843,466
Band 15		992,392.206		9.71		9,636,128
Band 16		217,373.124		9.66		2,099,824
Band 17		3,425,890.798		9.63		32,991,328
Band 18		138,702.370		9.60		1,331,543
Band 19		377,755.925		9.55		3,607,569
Band 20		2,222,016.407		9.76		21,686,880
Band 21		582,964.971		9.68		5,643,101
Band 25		78,653.050		10.27		807,767
Band 26		326,966.876		10.24		3,348,141
Band 27		78,844.022		10.08		794,748
Band 28		44,770.116		10.00		447,701
Band 29		386,181.831		9.97		3,850,233
Band 30		143,888.345		9.81		1,411,545
Band 31		96,826.409		9.73		942,121
Band 32		22,638.038		9.58		216,872
Band 33		18,673.627		9.48		177,026
Band 34		39,263.338		9.40		369,075
Band 35		15,922.468		11.56		184,064
Band 36		4,388.408		11.54		50,642
Band 37		7,229.867		10.16		73,455
Band 38		2,958.354		11.54		34,139
Band 39		2,591.070		11.52		29,849
Band 41		74,784.531		12.60		942,285
Band 42		20,252.278		12.54		253,964
Band 43		88,609.850		12.50		1,107,623
Band 44		2,626.512		11.59		30,441
Band 45		30,458.124		11.48		349,659
Band 46		895,243.523		10.67		9,552,248
Band 47		118,362.057		10.65		1,260,556

		40,446,927.015			$	399,210,796

214

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Legg Mason Value Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		415,743.398	$	13.71	$	5,699,842
Band 7		16,180.373		13.69		221,509
Band 10		278,934.305		13.60		3,793,507
Band 11		4,592.004		13.58		62,359
Band 12		151,199.790		13.55		2,048,757
Band 14		81,163.207		11.59		940,682
Band 15		229,197.688		11.58		2,654,109
Band 17		153,853.294		11.55		1,777,006
Band 20		539,095.660		13.51		7,283,182
Band 46		251,045.233		10.65		2,673,632

		2,121,004.952			$	27,154,585

215

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING LifeStyle Aggressive Growth Portfolio - Service 1 Class
Contracts in accumulation period:
Band 4		183,758.222	$	12.00	$	2,205,099
Band 5		12,040.138		11.99		144,361
Band 6		6,471,801.808		11.97		77,467,468
Band 7		3,909,343.671		11.96		46,755,750
Band 8		5,408,750.815		11.94		64,580,485
Band 9		353,226.409		11.93		4,213,991
Band 10		6,449,924.744		11.92		76,883,103
Band 11		1,824,694.763		11.91		21,732,115
Band 12		574,539.076		11.90		6,837,015
Band 13		3,819,491.981		11.89		45,413,760
Band 14		6,462,213.441		11.87		76,706,474
Band 15		4,285,720.743		11.86		50,828,648
Band 16		396,330.030		11.84		4,692,548
Band 17		8,301,501.093		11.83		98,206,758
Band 18		3,770.259		11.82		44,564
Band 19		520,282.930		11.80		6,139,339
Band 20		3,457,105.742		11.88		41,070,416
Band 21		405,462.087		11.85		4,804,726
Band 26		156,447.280		12.06		1,886,754
Band 27		31,596.108		12.00		379,153
Band 28		34,723.979		11.97		415,646
Band 29		122,790.213		11.96		1,468,571
Band 30		62,554.765		11.90		744,402
Band 31		76,208.106		11.87		904,590
Band 32		3,930.222		11.81		46,416
Band 33		21,528.234		11.77		253,387
Band 34		33,673.178		11.74		395,323
Band 41		67,248.177		11.90		800,253
Band 42		10,199.505		11.86		120,966
Band 43		169,003.817		11.83		1,999,315
Band 44		3,120.519		11.76		36,697
Band 45		30,906.661		11.73		362,535
Band 46		2,581,070.022		10.83		27,952,988
Band 47		559,249.221		10.82		6,051,077

		56,804,207.959			$	672,544,693

216

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING LifeStyle Growth Portfolio - Service 1 Class
Contracts in accumulation period:
Band 2		22,412.502	$	11.82	$	264,916
Band 4		630,771.828		11.77		7,424,184
Band 5		67,372.459		11.76		792,300
Band 6		15,847,602.259		11.74		186,050,851
Band 7		7,179,799.297		11.73		84,219,046
Band 8		7,771,106.377		11.71		90,999,656
Band 9		1,698,666.044		11.70		19,874,393
Band 10		16,262,153.648		11.69		190,104,576
Band 11		3,030,220.411		11.68		35,392,974
Band 12		943,198.027		11.67		11,007,121
Band 13		5,774,561.329		11.66		67,331,385
Band 14		13,744,989.174		11.64		159,991,674
Band 15		9,279,400.529		11.63		107,919,428
Band 16		1,084,476.798		11.61		12,590,776
Band 17		13,856,056.872		11.60		160,730,260
Band 18		16,331.770		11.59		189,285
Band 19		1,057,772.098		11.57		12,238,423
Band 20		8,988,473.887		11.65		104,715,721
Band 21		985,843.641		11.62		11,455,503
Band 26		469,156.817		11.83		5,550,125
Band 27		109,649.094		11.77		1,290,570
Band 28		54,936.994		11.74		644,960
Band 29		715,939.752		11.73		8,397,973
Band 30		211,134.757		11.67		2,463,943
Band 31		112,685.264		11.64		1,311,656
Band 32		90,100.644		11.58		1,043,365
Band 33		21,256.427		11.54		245,299
Band 34		39,998.323		11.51		460,381
Band 41		264,807.411		11.67		3,090,302
Band 42		103,506.248		11.63		1,203,778
Band 43		837,058.086		11.60		9,709,874
Band 44		110,425.934		11.53		1,273,211
Band 45		99,051.706		11.50		1,139,095
Band 46		6,283,080.338		10.69		67,166,129
Band 47		523,967.640		10.67		5,590,735

		118,287,964.385			$	1,373,873,868

217

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING LifeStyle Moderate Growth Portfolio - Service 1 Class
Contracts in accumulation period:
Band 2		25,047.826	$	11.52	$	288,551
Band 4		1,150,380.452		11.47		13,194,864
Band 5		154,641.326		11.46		1,772,190
Band 6		14,592,582.552		11.44		166,939,144
Band 7		5,777,165.717		11.43		66,033,004
Band 8		6,745,383.207		11.41		76,964,822
Band 9		2,795,661.563		11.40		31,870,542
Band 10		13,849,451.342		11.39		157,745,251
Band 11		4,393,722.629		11.38		50,000,564
Band 12		631,305.144		11.37		7,177,939
Band 13		5,570,119.335		11.36		63,276,556
Band 14		12,125,840.157		11.34		137,507,027
Band 15		7,449,653.972		11.33		84,404,580
Band 16		640,971.966		11.31		7,249,393
Band 17		12,081,676.138		11.30		136,522,940
Band 18		53,417.748		11.29		603,086
Band 19		1,491,225.628		11.28		16,821,025
Band 20		6,829,733.475		11.35		77,517,475
Band 21		1,304,590.676		11.32		14,767,966
Band 26		493,811.718		11.53		5,693,649
Band 27		179,098.501		11.47		2,054,260
Band 28		47,970.327		11.44		548,781
Band 29		834,731.375		11.43		9,540,980
Band 30		327,025.880		11.37		3,718,284
Band 31		149,840.649		11.34		1,699,193
Band 32		81,107.813		11.29		915,707
Band 33		73,460.202		11.25		826,427
Band 34		214,370.069		11.22		2,405,232
Band 41		363,443.922		11.37		4,132,357
Band 42		126,191.805		11.33		1,429,753
Band 43		1,082,235.728		11.31		12,240,086
Band 44		89,156.979		11.24		1,002,124
Band 45		234,272.912		11.21		2,626,199
Band 46		6,294,308.781		10.54		66,342,015
Band 47		1,332,496.898		10.52		14,017,867

		109,586,094.412			$	1,239,849,833

218

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING LifeStyle Moderate Portfolio - Service 1 Class
Contracts in accumulation period:
Band 2		22,265.670	$	11.32	$	252,047
Band 4		498,635.680		11.28		5,624,610
Band 5		81,265.842		11.27		915,866
Band 6		7,125,546.098		11.25		80,162,394
Band 7		2,883,899.015		11.24		32,415,025
Band 8		2,363,548.677		11.22		26,519,016
Band 9		1,392,924.396		11.21		15,614,682
Band 10		4,609,138.171		11.20		51,622,348
Band 11		2,189,097.120		11.19		24,495,997
Band 12		574,658.961		11.18		6,424,687
Band 13		2,731,105.351		11.17		30,506,447
Band 14		5,644,217.952		11.15		62,933,030
Band 15		2,218,997.525		11.14		24,719,632
Band 16		304,845.320		11.12		3,389,880
Band 17		4,264,527.339		11.12		47,421,544
Band 18		75,094.227		11.11		834,297
Band 19		540,674.122		11.09		5,996,076
Band 20		2,419,070.966		11.16		26,996,832
Band 21		674,588.761		11.13		7,508,173
Band 26		322,251.768		11.33		3,651,113
Band 27		83,126.479		11.28		937,667
Band 28		38,930.332		11.25		437,966
Band 29		616,315.548		11.24		6,927,387
Band 30		325,623.115		11.18		3,640,466
Band 31		119,837.645		11.15		1,336,190
Band 32		32,947.400		11.10		365,716
Band 33		19,315.210		11.06		213,626
Band 34		80,900.496		11.03		892,332
Band 41		144,702.764		11.18		1,617,777
Band 42		129,855.480		11.14		1,446,590
Band 43		713,304.094		11.12		7,931,942
Band 44		42,750.320		11.05		472,391
Band 45		114,484.789		11.02		1,261,622
Band 46		2,276,854.623		10.45		23,793,131
Band 47		626,747.551		10.43		6,536,977

		46,302,048.807			$	515,815,476

219

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Limited Maturity Bond Portfolio - Service Class
Currently payable annuity contracts					$	291,857
Contracts in accumulation period:
Band 1		20,570.346	$	22.63		437,465
Band 2		436,618.583		21.87		9,285,033
Band 3		7,120.995		20.60		146,693
Band 4		165,435.912		21.00		3,474,154
Band 5		158,844.045		20.77		3,299,191
Band 6		2,520,744.465		20.47		51,599,639
Band 7		2,089,838.499		20.24		42,298,331
Band 8		1,251,814.511		19.96		24,986,218
Band 9		309,505.539		19.72		6,103,449
Band 10		619,014.672		19.55		12,101,737
Band 11		1,943,415.909		19.42		37,741,137
Band 12		502,203.756		19.22		9,652,356
Band 13		1,480,016.694		19.06		28,209,118
Band 14		1,249,191.119		18.73		23,397,350
Band 15		27.302		18.60		508
Band 16		24,229.248		18.28		442,911
Band 17		230,201.787		18.13		4,173,558
Band 18		20,810.925		17.97		373,972
Band 19		57,173.243		17.66		1,009,679
Band 20		356,113.872		18.93		6,741,236
Band 21		115,641.214		18.44		2,132,424
Band 24		1,262.104		23.84		30,089
Band 25		79,837.185		22.27		1,777,974

		13,639,631.925			$	269,706,079

220

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Liquid Assets Portfolio - Service Class
Currently payable annuity contracts					$	78,244
Contracts in accumulation period:
Band 1		103,771.864	$	17.56		1,822,234
Band 2		327,826.761		16.97		5,484,976
Band 3		26,360.461		15.98		421,240
Band 4		486,112.966		16.29		7,918,780
Band 5		240,198.990		16.08		3,862,400
Band 6		5,498,848.302		15.87		87,266,723
Band 7		5,927,359.423		15.67		92,881,722
Band 8		3,236,339.020		15.47		50,066,165
Band 9		1,201,903.829		15.27		18,353,071
Band 10		2,157,975.132		15.14		32,671,744
Band 11		4,520,877.366		15.06		68,084,413
Band 12		616,216.397		14.88		9,169,300
Band 13		3,755,357.429		14.75		55,391,522
Band 14		4,301,910.292		14.50		62,377,699
Band 15		465,549.503		14.42		6,713,224
Band 16		125,875.188		14.18		1,784,910
Band 17		1,641,831.157		14.05		23,067,728
Band 18		57,077.749		13.93		795,093
Band 19		260,446.766		13.69		3,565,516
Band 20		813,852.290		14.67		11,939,213
Band 21		274,445.082		14.30		3,924,565
Band 25		90,233.654		17.27		1,558,335
Band 26		191,796.027		17.12		3,283,548
Band 27		88,657.568		16.26		1,441,572
Band 28		18,760.694		15.85		297,357
Band 29		600,123.734		15.71		9,427,944
Band 30		163,682.145		14.92		2,442,138
Band 31		301,711.740		14.54		4,386,889
Band 32		55,928.033		13.83		773,485
Band 33		54,088.165		13.37		723,159
Band 34		16,587.564		13.02		215,970
Band 35		34,025.241		17.72		602,927
Band 36		2,754.447		17.12		47,156
Band 37		1,000.317		16.69		16,695
Band 38		6,985.981		10.15		70,908
Band 39		40,550.524		10.10		409,560
Band 40		248.188		10.07		2,499
Band 41		38,028.270		9.98		379,522
Band 42		11,899.060		9.93		118,158
Band 43		129,480.279		9.89		1,280,560
Band 44		9,293.505		9.93		92,285
Band 45		53,344.008		9.91		528,639
Band 46		368,006.062		10.05		3,698,461
Band 47		249,424.471		10.03		2,501,727
Band 49		54,868.798		10.06		551,980

		38,621,614.442			$	582,491,956

221

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Liquid Assets Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		184,127.737	$	9.96	$	1,833,912
Band 7		5,368.956		9.95		53,421
Band 8		212.388		9.91		2,105
Band 10		104,560.555		9.88		1,033,058
Band 11		237.612		9.86		2,343
Band 12		130,441.083		9.85		1,284,845
Band 13		6,523.609		10.08		65,758
Band 14		23,704.341		9.98		236,569
Band 15		161,640.116		9.97		1,611,552
Band 17		27,597.687		9.94		274,321
Band 20		408,687.992		9.81		4,009,229
Band 46		89,929.398		10.03		901,992

		1,143,031.474			$	11,309,105

222

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Lord Abbett Affiliated Portfolio - Service Class
Contracts in accumulation period:
Band 2		3,449.465	$	12.06	$	41,601
Band 3		1,245.544		11.81		14,710
Band 4		20,683.424		11.88		245,719
Band 5		190,353.423		11.85		2,255,688
Band 6		1,279,161.779		11.77		15,055,734
Band 7		1,790,946.482		11.74		21,025,712
Band 8		418,082.263		11.67		4,879,020
Band 9		207,234.613		11.63		2,410,139
Band 10		1,060,604.553		11.60		12,303,013
Band 11		986,531.939		11.56		11,404,309
Band 12		449,681.109		11.53		5,184,823
Band 13		1,082,720.692		11.50		12,451,288
Band 14		1,932,726.554		11.43		22,091,065
Band 15		32,982.489		11.39		375,671
Band 16		15,465.049		11.32		175,064
Band 17		447,333.669		11.29		5,050,397
Band 18		32,634.455		11.26		367,464
Band 19		168,903.219		11.19		1,890,027
Band 20		475,388.032		11.46		5,447,947
Band 21		169,676.036		11.36		1,927,520
Band 25		32,602.164		12.13		395,464
Band 26		5,317.900		12.66		67,325
Band 27		1,222.193		12.57		15,363
Band 28		550.827		12.52		6,896
Band 29		21,535.363		12.51		269,407
Band 30		7,227.821		12.42		89,770
Band 31		21,045.940		12.37		260,338
Band 32		653.435		12.29		8,031
Band 34		3,801.641		12.19		46,342
Band 41		3.866		12.42		48
Band 42		549.198		12.36		6,788
Band 43		8,782.874		12.32		108,205
Band 46		20,765.440		10.42		216,376
Band 47		2,625.486		10.40		27,305

		10,892,488.937			$	126,114,569

223

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Lord Abbett Affiliated Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		39,629.291	$	14.18	$	561,943
Band 7		663.638		14.16		9,397
Band 10		60,757.760		14.07		854,862
Band 12		9,812.600		14.02		137,573
Band 14		5,846.102		10.83		63,313
Band 15		17,453.141		10.82		188,843
Band 17		5,767.942		10.79		62,236
Band 20		61,549.418		13.97		859,845
Band 46		6,298.449		10.41		65,567

		207,778.341			$	2,803,579

ING MarketPro Portfolio - Class S
Contracts in accumulation period:
Band 6		12,645.296	$	9.99	$	126,327
Band 10		7,437.528		9.98		74,227
Band 13		11,697.814		9.98		116,744
Band 14		405.646		9.98		4,048
Band 17		5,242.162		9.98		52,317
Band 49		190,201.904		10.17		1,934,353

		227,630.350			$	2,308,016


ING MarketPro Portfolio - Class S2
Contracts in accumulation period:
Band 15		1,950.975	$	9.95	$	19,412
Band 46		4,711.495		9.95		46,879

		6,662.470			$	66,291


ING MarketStyle Growth Portfolio - Class S
Contracts in accumulation period:
Band 49		262,103.536	$	10.12	$	2,652,488

		262,103.536			$	2,652,488


ING MarketStyle Moderate Growth Portfolio - Class S
Contracts in accumulation period:
Band 49		317,080.734	$	10.11	$	3,205,686

		317,080.734			$	3,205,686


ING MarketStyle Moderate Portfolio - Class S
Contracts in accumulation period:
Band 49		90,754.747	$	9.98	$	905,732

		90,754.747			$	905,732

224

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1		10,912.845	$	17.38	$	189,665
Band 2		232,182.176		17.04		3,956,384
Band 3		7,808.877		16.47		128,612
Band 4		337,544.432		16.63		5,613,364
Band 5		381,718.271		16.55		6,317,437
Band 6		9,249,374.896		16.39		151,597,255
Band 7		6,003,474.360		16.31		97,916,667
Band 8		5,390,135.958		16.15		87,050,696
Band 9		1,568,859.193		16.07		25,211,567
Band 10		2,979,009.115		15.99		47,634,356
Band 11		7,745,611.869		15.91		123,232,685
Band 12		1,378,150.138		15.83		21,816,117
Band 13		4,449,481.580		15.75		70,079,335
Band 14		5,698,457.708		15.60		88,895,940
Band 15		388,372.032		15.52		6,027,534
Band 16		87,061.420		15.37		1,338,134
Band 17		1,936,438.681		15.29		29,608,147
Band 18		148,719.648		15.21		2,262,026
Band 19		380,749.363		15.06		5,734,085
Band 20		1,674,635.161		15.67		26,241,533
Band 21		340,248.689		15.44		5,253,440
Band 24		808.231		17.90		14,467
Band 25		146,995.677		17.21		2,529,796
Band 26		67,535.212		12.13		819,202
Band 27		5,867.089		12.07		70,816
Band 28		5,380.612		12.04		64,783
Band 29		58,041.934		12.03		698,244
Band 30		33,050.698		11.97		395,617
Band 31		10,442.626		11.94		124,685
Band 32		7,842.047		11.88		93,164
Band 33		3,090.717		11.84		36,594
Band 34		3,359.721		11.81		39,678
Band 41		5,200.260		11.97		62,247
Band 42		2,529.159		11.93		30,173
Band 43		32,303.282		11.90		384,409
Band 44		489.860		11.82		5,790
Band 45		12,218.995		11.69		142,840
Band 46		530,900.837		10.79		5,728,420
Band 47		120,835.019		10.77		1,301,393

		51,435,838.388			$	818,647,297

225

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Marsico Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		301,779.402	$	15.18	$	4,581,011
Band 7		12,695.338		15.16		192,461
Band 10		185,623.228		15.05		2,793,630
Band 11		7,702.794		15.03		115,773
Band 12		99,852.014		15.00		1,497,780
Band 13		5,429.418		10.82		58,746
Band 14		41,667.759		11.73		488,763
Band 15		178,213.239		11.72		2,088,659
Band 17		63,496.524		11.69		742,274
Band 20		576,314.326		14.95		8,615,899
Band 46		127,554.147		10.77		1,373,758

		1,600,328.189			$	22,548,754

226

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Marsico International Opportunities Portfolio - Service Class
Contracts in accumulation period:
Band 2		3,835.880	$	12.45	$	47,757
Band 4		51,613.626		12.43		641,557
Band 5		78,640.222		12.43		977,498
Band 6		1,361,072.353		12.42		16,904,519
Band 7		1,396,184.528		12.41		17,326,650
Band 8		229,089.069		12.40		2,840,704
Band 9		108,896.629		12.40		1,350,318
Band 10		888,379.324		12.40		11,015,904
Band 11		605,153.276		12.39		7,497,849
Band 12		339,788.700		12.39		4,209,982
Band 13		901,210.888		12.38		11,156,991
Band 14		1,569,304.430		12.37		19,412,296
Band 15		202,214.951		12.37		2,501,399
Band 16		66,405.335		12.36		820,770
Band 17		786,191.994		12.36		9,717,333
Band 18		38,174.510		12.35		471,455
Band 19		77,287.387		12.34		953,726
Band 20		628,482.183		12.38		7,780,609
Band 21		202,594.840		12.37		2,506,098
Band 25		38,379.335		12.46		478,207
Band 26		49,031.215		12.45		610,439
Band 27		20,044.969		12.43		249,159
Band 28		2,372.150		12.42		29,462
Band 29		90,518.562		12.41		1,123,335
Band 30		30,218.900		12.39		374,412
Band 31		27,717.916		12.37		342,871
Band 32		15,498.476		12.35		191,406
Band 33		5,462.420		12.33		67,352
Band 34		10,725.294		12.32		132,136
Band 41		17,841.668		12.39		221,058
Band 42		1,784.750		12.37		22,077
Band 43		4,471.228		12.36		55,264
Band 44		3,460.603		12.33		42,669
Band 45		11,804.080		12.32		145,426
Band 46		113,066.933		12.35		1,396,377
Band 47		28,079.666		12.34		346,503

		10,004,998.290			$	123,961,568

227

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Mercury Large Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1		584.947	$	12.16	$	7,113
Band 2		19,831.372		12.07		239,365
Band 4		33,841.741		11.96		404,747
Band 5		137,871.345		11.94		1,646,184
Band 6		1,467,824.368		11.89		17,452,432
Band 7		1,781,693.188		11.87		21,148,698
Band 8		331,261.571		11.83		3,918,824
Band 9		182,308.265		11.81		2,153,061
Band 10		1,015,999.448		11.78		11,968,474
Band 11		899,507.127		11.76		10,578,204
Band 12		650,446.140		11.74		7,636,238
Band 13		1,075,153.994		11.72		12,600,805
Band 14		2,389,296.851		11.68		27,906,987
Band 15		201,000.127		11.65		2,341,651
Band 16		33,894.702		11.61		393,517
Band 17		671,808.878		11.59		7,786,265
Band 18		123,002.901		11.57		1,423,144
Band 19		117,668.608		11.52		1,355,542
Band 20		1,163,083.628		11.70		13,608,078
Band 21		128,970.150		11.63		1,499,923
Band 25		7,478.131		12.12		90,635
Band 26		117,504.446		11.67		1,371,277
Band 27		21,910.107		11.64		255,034
Band 28		15,659.437		11.63		182,119
Band 29		54,673.776		11.63		635,856
Band 30		53,910.431		11.60		625,361
Band 31		44,540.298		11.59		516,222
Band 32		21,046.855		11.57		243,512
Band 33		6,881.881		11.55		79,486
Band 34		8,503.971		11.54		98,136
Band 41		18,467.778		11.60		214,226
Band 42		964.219		11.59		11,175
Band 43		24,245.771		11.58		280,766
Band 44		3,929.489		11.55		45,386
Band 45		4,797.148		11.53		55,311
Band 46		86,496.039		10.90		942,807
Band 47		20,687.385		10.88		225,079

		12,936,746.513			$	151,941,640

228

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Mercury Large Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 1		2,602.041	$	12.64	$	32,890
Band 2		1,142.291		12.55		14,336
Band 3		395.094		12.39		4,895
Band 4		4,277.950		12.44		53,218
Band 5		6,359.883		12.41		78,926
Band 6		355,798.009		12.37		4,401,221
Band 7		468,420.460		12.34		5,780,308
Band 8		114,574.279		12.30		1,409,264
Band 9		31,489.009		12.28		386,685
Band 10		260,047.144		12.25		3,185,578
Band 11		243,893.233		12.23		2,982,814
Band 12		109,151.103		12.21		1,332,735
Band 13		312,414.429		12.18		3,805,208
Band 14		567,286.021		12.14		6,886,852
Band 15		74,086.798		12.12		897,932
Band 16		8,607.834		12.07		103,897
Band 17		246,343.105		12.05		2,968,434
Band 18		118,192.095		12.03		1,421,851
Band 19		105,368.367		11.98		1,262,313
Band 20		281,653.195		12.16		3,424,903
Band 21		25,563.089		12.09		309,058
Band 25		3,486.279		12.60		43,927
Band 26		4,666.334		11.22		52,356
Band 27		176.438		11.20		1,976
Band 29		8,685.348		11.18		97,102
Band 30		6,371.898		11.16		71,110
Band 31		3,527.769		11.14		39,299
Band 32		1,013.651		11.12		11,272
Band 41		236.062		11.16		2,634
Band 43		18,723.063		11.13		208,388
Band 44		387.939		11.10		4,306
Band 46		52,695.069		10.54		555,406
Band 47		28,542.114		10.53		300,548

		3,466,177.393			$	42,131,642

229

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Mercury Large Cap Value Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		25,175.938	$	14.96	$	376,632
Band 10		58,686.113		14.84		870,902
Band 11		1,486.273		14.81		22,012
Band 12		17,916.081		14.79		264,979
Band 13		2,661.364		10.57		28,131
Band 14		2,914.887		10.98		32,005
Band 15		31,640.434		10.97		347,096
Band 17		5,717.024		10.94		62,544
Band 20		69,924.273		14.74		1,030,684
Band 46		9,359.607		10.52		98,463

		225,481.994			$	3,133,448

230

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING MFS Mid Cap Growth Portfolio - Service Class
Currently payable annuity contracts					$	286,636
Contracts in accumulation period:
Band 1		20,920.888	$	27.22		569,467
Band 2		373,573.707		26.61		9,654,160
Band 3		6,092.798		25.57		155,793
Band 4		185,838.941		25.87		4,807,653
Band 5		196,523.008		25.72		5,054,572
Band 6		3,607,090.523		25.40		91,620,099
Band 7		2,854,809.218		25.29		72,198,125
Band 8		2,382,628.856		25.00		59,565,721
Band 9		646,274.829		24.86		16,066,392
Band 10		1,075,858.208		24.72		26,595,215
Band 11		3,081,215.817		24.58		75,736,285
Band 12		760,640.340		24.44		18,590,050
Band 13		1,862,675.481		24.30		45,263,014
Band 14		2,996,322.082		24.02		71,971,656
Band 15		126,437.264		23.88		3,019,322
Band 16		40,878.808		23.61		965,149
Band 17		746,688.211		23.48		17,532,239
Band 18		55,024.653		23.34		1,284,275
Band 19		132,248.360		23.08		3,052,292
Band 20		866,778.088		24.16		20,941,359
Band 21		138,431.243		23.75		3,287,742
Band 22		500.738		25.87		12,954
Band 23		23,795.945		25.40		604,417
Band 24		52.660		28.16		1,483
Band 25		68,155.932		26.92		1,834,758
Band 26		2,349.018		11.46		26,920
Band 28		200.049		11.43		2,287
Band 29		20,782.918		11.42		237,341
Band 30		564.843		11.40		6,439
Band 31		792.509		11.39		9,027
Band 32		310.767		11.36		3,530
Band 41		287.631		11.40		3,279
Band 43		1,096.928		11.37		12,472
Band 44		462.771		11.34		5,248
Band 45		3,191.206		11.33		36,156
Band 46		167,866.054		10.28		1,725,663
Band 47		25,407.047		10.26		260,676

		22,472,768.339			$	552,999,866

231

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING MFS Mid Cap Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		284,928.193	$	15.39	$	4,385,045
Band 7		847.057		15.36		13,011
Band 8		708.002		15.31		10,840
Band 10		124,704.577		15.26		1,902,992
Band 11		558.902		15.23		8,512
Band 12		127,198.187		15.21		1,934,684
Band 14		51,547.326		10.92		562,897
Band 15		70,497.840		10.91		769,131
Band 17		88,311.983		10.88		960,834
Band 20		512,733.120		15.16		7,773,034
Band 46		83,190.516		10.26		853,535

		1,345,225.703			$	19,174,515

232

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 1		5,014.072	$	26.34	$	132,071
Band 2		126,834.460		25.75		3,265,987
Band 3		3,636.048		24.74		89,956
Band 4		436,317.916		25.03		10,921,037
Band 5		393,623.548		24.89		9,797,290
Band 6		7,790,024.776		24.62		191,790,410
Band 7		6,154,564.589		24.47		150,602,195
Band 8		4,628,388.566		24.19		111,960,719
Band 9		1,025,682.777		24.06		24,677,928
Band 10		3,365,928.790		23.92		80,513,017
Band 11		6,887,224.475		23.78		163,778,198
Band 12		2,268,000.090		23.65		53,638,202
Band 13		4,475,568.006		23.51		105,220,604
Band 14		6,211,415.132		23.25		144,415,402
Band 15		593,459.223		23.11		13,714,843
Band 16		185,448.866		22.85		4,237,507
Band 17		2,090,749.353		22.72		47,501,825
Band 18		165,426.723		22.59		3,736,990
Band 19		427,196.633		22.33		9,539,301
Band 20		2,156,038.577		23.38		50,408,182
Band 21		540,719.382		22.98		12,425,731
Band 22		377.129		25.03		9,440
Band 23		24,979.713		24.62		615,001
Band 24		243.731		27.25		6,642
Band 25		109,301.864		26.05		2,847,314
Band 26		436,951.109		25.90		11,317,034
Band 27		160,971.670		25.03		4,029,121
Band 28		50,574.961		24.60		1,244,144
Band 29		586,331.747		24.46		14,341,675
Band 30		339,932.362		23.64		8,036,001
Band 31		157,558.632		23.24		3,661,663
Band 32		87,953.886		22.48		1,977,203
Band 33		30,904.437		21.98		679,280
Band 34		68,869.901		21.60		1,487,590
Band 35		139,053.712		26.49		3,683,533
Band 36		12,995.946		25.90		336,595
Band 37		12,267.526		25.46		312,331
Band 38		141,256.742		12.24		1,728,983
Band 39		56,708.262		12.18		690,707
Band 40		18,266.157		12.14		221,751
Band 41		116,327.898		11.78		1,370,343
Band 42		40,241.073		11.72		471,625
Band 43		351,195.310		11.68		4,101,961
Band 44		47,315.171		10.88		514,789
Band 45		54,721.019		10.77		589,345
Band 46		761,973.949		10.17		7,749,275
Band 47		218,183.942		10.15		2,214,567

		53,956,719.851			$	1,266,605,308

233

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING MFS Total Return Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		617,828.755	$	12.78	$	7,895,851
Band 7		56,098.792		12.76		715,821
Band 8		13,722.826		12.71		174,417
Band 10		467,727.650		12.67		5,926,109
Band 11		29,602.605		12.65		374,473
Band 12		275,397.758		12.63		3,478,274
Band 13		4,285.809		10.19		43,672
Band 14		112,693.338		10.79		1,215,961
Band 15		411,264.047		10.78		4,433,426
Band 17		261,119.991		10.75		2,807,040
Band 20		1,404,049.574		12.59		17,676,984
Band 46		363,650.033		10.15		3,691,048

		4,017,441.178			$	48,433,076

234

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Band 1		31.599	$	10.19	$	322
Band 2		5,111.639		11.43		58,426
Band 4		51,704.898		11.41		589,953
Band 5		35,316.554		11.40		402,609
Band 6		1,446,985.720		11.40		16,495,637
Band 7		1,762,551.183		11.39		20,075,458
Band 8		704,604.040		11.38		8,018,394
Band 9		175,671.136		11.38		1,999,138
Band 10		1,195,133.600		11.38		13,600,620
Band 11		813,289.705		11.37		9,247,104
Band 12		299,953.396		11.37		3,410,470
Band 13		997,079.476		11.37		11,336,794
Band 14		2,039,372.732		11.36		23,167,274
Band 15		371,810.295		11.35		4,220,047
Band 16		47,517.035		11.35		539,318
Band 17		1,287,255.768		11.34		14,597,480
Band 18		32,025.757		11.34		363,172
Band 19		142,148.104		11.33		1,610,538
Band 20		873,348.988		11.36		9,921,245
Band 21		151,335.113		11.35		1,717,654
Band 25		3,817.743		11.44		43,675
Band 26		62,951.473		11.43		719,535
Band 27		44,224.544		11.41		504,602
Band 28		6,493.597		11.40		74,027
Band 29		222,208.894		11.39		2,530,959
Band 30		58,814.319		11.37		668,719
Band 31		31,643.092		11.36		359,466
Band 32		22,432.921		11.33		254,165
Band 33		22,900.260		11.32		259,231
Band 34		8,089.724		11.31		91,495
Band 41		15,973.526		11.37		181,619
Band 42		8,535.055		11.35		96,873
Band 43		34,469.792		11.34		390,887
Band 44		1,115.700		11.31		12,619
Band 45		11,717.842		11.30		132,412
Band 46		256,994.309		11.33		2,911,746
Band 47		45,126.556		11.32		510,833

		13,289,756.085			$	151,114,516

235

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Oppenheimer Main Street Portfolio® - Service Class
Contracts in accumulation period:
Band 1		3,362.665	$	23.09	$	77,644
Band 2		94,547.925		22.57		2,133,947
Band 3		6,569.915		21.69		142,501
Band 4		203,611.753		21.94		4,467,242
Band 5		141,155.644		21.82		3,080,016
Band 6		3,895,255.574		21.58		84,059,615
Band 7		2,346,403.833		21.45		50,330,362
Band 8		3,170,903.049		21.20		67,223,145
Band 9		515,156.202		21.08		10,859,493
Band 10		858,685.485		20.96		17,998,048
Band 11		3,897,168.492		20.84		81,216,991
Band 12		728,709.938		20.73		15,106,157
Band 13		1,625,837.058		20.61		33,508,502
Band 14		2,055,418.508		20.37		41,868,875
Band 15		80,941.251		20.26		1,639,870
Band 16		33,155.111		20.03		664,097
Band 17		402,885.961		19.91		8,021,459
Band 18		33,291.124		19.80		659,164
Band 19		100,928.739		19.57		1,975,175
Band 20		536,169.337		20.49		10,986,110
Band 21		144,428.109		20.14		2,908,782
Band 22		415.502		21.94		9,116
Band 23		27,815.698		21.58		600,263
Band 25		67,717.226		22.83		1,545,984
Band 26		22,985.830		22.70		521,778
Band 27		9,445.079		21.94		207,225
Band 28		9,807.903		21.57		211,556
Band 29		85,696.466		21.44		1,837,332
Band 30		41,973.251		20.72		869,686
Band 31		29,660.915		20.37		604,193
Band 32		9,394.248		19.70		185,067
Band 33		1,769.288		19.26		34,076
Band 34		16,355.570		18.93		309,611
Band 41		14,978.785		12.49		187,085
Band 42		117.925		12.43		1,466
Band 43		5,196.517		12.39		64,385
Band 44		5,613.623		11.19		62,816
Band 45		518.715		11.04		5,727
Band 46		108,259.850		10.45		1,131,315
Band 47		19,770.057		10.44		206,399

		21,352,078.121			$	447,522,275

236

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Oppenheimer Main Street Portfolio® - Service 2 Class
Contracts in accumulation period:
Band 6		55,798.537	$	13.78	$	768,904
Band 7		1,983.381		13.76		27,291
Band 10		25,466.711		13.67		348,130
Band 12		31,306.981		13.62		426,401
Band 14		6,136.164		11.13		68,296
Band 15		45,800.260		11.12		509,299
Band 17		5,561.653		11.09		61,679
Band 20		137,900.211		13.58		1,872,685
Band 46		25,770.638		10.43		268,788

		335,724.536			$	4,351,473

237

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING PIMCO Core Bond Portfolio - Service Class
Contracts in accumulation period:
Band 1		2,750.541	$	14.67	$	40,350
Band 2		68,936.561		14.34		988,550
Band 3		3,807.496		13.78		52,467
Band 4		347,304.153		13.95		4,844,893
Band 5		366,482.766		13.87		5,083,116
Band 6		5,880,636.306		13.71		80,623,524
Band 7		6,258,246.871		13.63		85,299,905
Band 8		2,293,825.291		13.48		30,920,765
Band 9		952,308.850		13.40		12,760,939
Band 10		4,194,516.399		13.32		55,870,958
Band 11		4,083,395.066		13.25		54,104,985
Band 12		1,574,541.074		13.17		20,736,706
Band 13		4,451,340.880		13.10		58,312,566
Band 14		5,756,192.875		12.95		74,542,698
Band 15		766,115.071		12.88		9,867,562
Band 16		259,235.590		12.73		3,300,069
Band 17		2,092,826.048		12.66		26,495,178
Band 18		285,759.706		12.58		3,594,857
Band 19		392,076.199		12.44		4,877,428
Band 20		1,973,149.127		13.02		25,690,402
Band 21		782,006.940		12.80		10,009,689
Band 25		90,933.808		14.51		1,319,450
Band 26		673,582.316		14.43		9,719,793
Band 27		228,032.019		13.94		3,178,766
Band 28		71,346.952		13.71		978,167
Band 29		952,489.115		13.63		12,982,427
Band 30		531,244.650		13.17		6,996,492
Band 31		191,646.380		12.95		2,481,821
Band 32		109,824.576		12.52		1,375,004
Band 33		56,068.870		12.24		686,283
Band 34		111,993.012		12.03		1,347,276
Band 35		19,133.539		14.76		282,411
Band 36		3,905.755		14.43		56,360
Band 38		9,655.740		10.82		104,475
Band 39		6,179.640		10.77		66,555
Band 41		141,475.397		10.65		1,506,713
Band 42		101,029.902		10.60		1,070,917
Band 43		149,508.399		10.56		1,578,809
Band 44		44,498.787		10.30		458,338
Band 45		53,941.123		10.24		552,357
Band 46		408,827.738		10.02		4,096,454
Band 47		78,500.173		10.01		785,787

		46,819,271.701			$	619,642,262

238

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING PIMCO Core Bond Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		651,492.518	$	11.01	$	7,172,933
Band 7		60,348.520		11.00		663,834
Band 8		1,958.841		10.96		21,469
Band 10		461,550.004		10.92		5,040,126
Band 11		14,614.516		10.90		159,298
Band 12		359,273.553		10.89		3,912,489
Band 13		606.188		10.04		6,086
Band 14		88,605.286		10.08		893,141
Band 15		181,386.741		10.07		1,826,564
Band 17		225,034.825		10.05		2,261,600
Band 20		1,063,840.519		10.85		11,542,670
Band 46		224,497.518		10.00		2,244,975

		3,333,209.029			$	35,745,185

239

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Band 1		2,668.985	$	11.52	$	30,747
Band 2		70,785.810		11.21		793,509
Band 4		413,586.749		11.16		4,615,628
Band 5		365,692.293		11.15		4,077,469
Band 6		8,674,427.101		11.13		96,546,374
Band 7		6,765,562.152		11.12		75,233,051
Band 8		3,361,551.517		11.10		37,313,222
Band 9		965,634.363		11.09		10,708,885
Band 10		4,678,797.625		11.08		51,841,078
Band 11		5,745,874.507		11.07		63,606,831
Band 12		1,906,679.160		11.07		21,106,938
Band 13		4,992,196.378		11.06		55,213,692
Band 14		7,071,207.280		11.04		78,066,128
Band 15		773,925.199		11.03		8,536,395
Band 16		322,694.455		11.01		3,552,866
Band 17		2,858,639.199		11.00		31,445,031
Band 18		126,705.193		10.99		1,392,490
Band 19		551,712.031		10.97		6,052,281
Band 20		2,873,390.320		11.05		31,750,963
Band 21		606,903.440		11.02		6,688,076
Band 24		223.561		11.30		2,526
Band 25		140,884.957		11.23		1,582,138
Band 26		449,333.985		11.22		5,041,527
Band 27		145,467.044		11.16		1,623,412
Band 28		86,009.655		11.13		957,287
Band 29		763,254.901		11.12		8,487,395
Band 30		262,810.708		11.07		2,909,315
Band 31		182,919.946		11.04		2,019,436
Band 32		114,747.567		10.98		1,259,928
Band 33		47,496.885		10.95		520,091
Band 34		62,414.869		10.92		681,570
Band 35		67,116.647		10.56		708,752
Band 36		545.413		10.54		5,749
Band 37		1,439.227		10.53		15,155
Band 38		1,315.628		10.54		13,867
Band 39		1,704.727		10.52		17,934
Band 40		6,582.615		10.51		69,183
Band 41		115,675.578		11.07		1,280,529
Band 42		44,981.656		11.03		496,148
Band 43		129,454.762		11.00		1,424,002
Band 44		23,592.397		10.93		257,865
Band 45		28,388.427		10.90		309,434
Band 46		514,000.347		10.22		5,253,084
Band 47		103,019.018		10.21		1,051,824

		56,422,014.277			$	624,559,805

240

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Pioneer Fund Portfolio - Service Class
Contracts in accumulation period:
Band 2		1,989.023	$	11.01	$	21,899
Band 4		38,484.711		10.99		422,947
Band 5		75,956.359		10.99		834,760
Band 6		1,137,342.495		10.98		12,488,021
Band 7		853,111.940		10.98		9,367,169
Band 8		193,802.227		10.97		2,126,010
Band 9		101,945.996		10.97		1,118,348
Band 10		835,052.767		10.96		9,152,178
Band 11		407,726.090		10.96		4,468,678
Band 12		238,161.814		10.95		2,607,872
Band 13		547,803.316		10.95		5,998,446
Band 14		1,221,056.341		10.94		13,358,356
Band 15		130,333.080		10.94		1,425,844
Band 16		16,767.437		10.93		183,268
Band 17		434,680.294		10.93		4,751,056
Band 18		15,462.904		10.92		168,855
Band 19		82,217.507		10.92		897,815
Band 20		603,299.683		10.95		6,606,132
Band 21		127,930.355		10.94		1,399,558
Band 25		5,543.693		11.02		61,092
Band 26		42,278.462		11.01		465,486
Band 27		29,084.091		10.99		319,634
Band 28		11,606.617		10.98		127,441
Band 29		98,943.365		10.98		1,086,398
Band 30		43,430.060		10.95		475,559
Band 31		24,533.800		10.94		268,400
Band 32		9,560.256		10.92		104,398
Band 33		9,715.938		10.91		106,001
Band 34		3,924.866		10.89		42,742
Band 35		40,290.403		11.03		444,403
Band 36		4,555.977		11.01		50,161
Band 37		806.955		11.00		8,877
Band 38		7,676.392		11.01		84,517
Band 39		1,989.123		11.00		21,880
Band 41		9,416.219		10.95		103,108
Band 42		3,517.762		10.94		38,484
Band 43		11,269.896		10.93		123,180
Band 45		2,987.974		10.89		32,539
Band 46		64,841.720		10.92		708,072
Band 47		18,205.384		10.91		198,621

		7,507,303.292			$	82,268,205

241

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Pioneer Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 1		2,239.286	$	10.04	$	22,482
Band 2		66,904.719		10.93		731,269
Band 3		4,289.963		10.90		46,761
Band 4		90,725.952		10.91		989,820
Band 5		232,844.551		10.90		2,538,006
Band 6		7,692,714.572		10.90		83,850,589
Band 7		7,322,119.274		10.89		79,737,879
Band 8		2,022,538.836		10.89		22,025,448
Band 9		481,919.229		10.88		5,243,281
Band 10		6,591,836.649		10.88		71,719,183
Band 11		3,043,893.388		10.87		33,087,121
Band 12		1,230,020.480		10.87		13,370,323
Band 13		3,271,699.257		10.87		35,563,371
Band 14		8,389,895.026		10.86		91,114,260
Band 15		1,259,567.340		10.86		13,678,901
Band 16		179,198.648		10.85		1,944,305
Band 17		4,290,103.886		10.84		46,504,726
Band 18		129,724.414		10.84		1,406,213
Band 19		550,111.197		10.83		5,957,704
Band 20		5,017,559.478		10.86		54,490,696
Band 21		565,707.969		10.85		6,137,931
Band 25		57,194.663		10.93		625,138
Band 26		38,742.200		10.93		423,452
Band 27		65,389.170		10.91		713,396
Band 28		1,029.561		10.90		11,222
Band 29		130,232.202		10.89		1,418,229
Band 30		39,379.510		10.87		428,055
Band 31		13,303.487		10.86		144,476
Band 32		17,208.738		10.84		186,543
Band 33		879.923		10.82		9,521
Band 34		8,267.214		10.81		89,369
Band 35		118,868.379		10.94		1,300,420
Band 36		11,664.043		10.93		127,488
Band 37		17,745.005		10.92		193,775
Band 38		88,703.955		10.93		969,534
Band 39		21,587.445		10.91		235,519
Band 40		10,950.485		10.90		119,360
Band 41		18,875.052		10.87		205,172
Band 42		14,600.795		10.86		158,565
Band 43		44,756.499		10.84		485,160
Band 44		6,708.636		10.82		72,587
Band 45		20,276.018		10.81		219,184
Band 46		1,254,076.660		10.84		13,594,191
Band 47		112,653.919		10.83		1,220,042

		54,548,707.673			$	593,110,667

242

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Salomon Brothers All Cap Portfolio - Service Class
Contracts in accumulation period:
Band 2		40,802.679	$	13.14	$	536,147
Band 3		5,538.298		12.87		71,278
Band 4		60,553.909		12.94		783,568
Band 5		311,377.369		12.91		4,019,882
Band 6		3,224,773.001		12.83		41,373,838
Band 7		4,573,148.925		12.79		58,490,575
Band 8		1,052,819.507		12.71		13,381,336
Band 9		613,197.928		12.68		7,775,350
Band 10		2,187,033.835		12.64		27,644,108
Band 11		2,670,338.536		12.60		33,646,266
Band 12		1,418,419.437		12.56		17,815,348
Band 13		3,073,205.478		12.52		38,476,533
Band 14		5,738,127.877		12.45		71,439,692
Band 15		146,623.380		12.41		1,819,596
Band 16		108,441.947		12.34		1,338,174
Band 17		1,587,622.013		12.30		19,527,751
Band 18		193,262.101		12.26		2,369,393
Band 19		375,816.916		12.19		4,581,208
Band 20		1,281,384.439		12.49		16,004,492
Band 21		348,655.790		12.37		4,312,872
Band 25		58,738.932		13.22		776,529
Band 26		15,837.304		12.35		195,591
Band 27		7,058.433		12.26		86,536
Band 28		10,195.938		12.22		124,594
Band 29		42,941.080		12.20		523,881
Band 30		28,354.125		12.12		343,652
Band 31		28,570.046		12.07		344,840
Band 32		2,784.153		11.99		33,382
Band 33		4,834.119		11.93		57,671
Band 34		5,162.945		11.89		61,387
Band 41		3,016.574		12.12		36,561
Band 42		1,116.798		12.06		13,469
Band 43		26,775.904		12.02		321,846
Band 44		1,799.015		10.72		19,285
Band 45		1,266.698		10.56		13,376
Band 46		173,135.692		10.37		1,795,417
Band 47		63,693.281		10.35		659,225

		29,486,424.402			$	370,814,649

243

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Salomon Brothers All Cap Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		280,106.701	$	14.25	$	3,991,520
Band 7		3,334.455		14.23		47,449
Band 10		225,108.442		14.13		3,180,782
Band 11		3,119.786		14.11		44,020
Band 12		113,807.346		14.09		1,603,546
Band 13		7,112.290		10.40		73,968
Band 14		52,409.035		10.57		553,964
Band 15		151,807.581		10.56		1,603,088
Band 17		145,905.440		10.54		1,537,843
Band 20		491,417.292		14.04		6,899,499
Band 46		146,501.875		10.36		1,517,759

		1,620,630.243			$	21,053,438

244

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING T. Rowe Price Capital Appreciation Portfolio - Service Class
Currently payable annuity contracts					$	4,060,424
Contracts in accumulation period:
Band 1		24,921.252	$	46.65		1,158,086
Band 2		662,050.649		45.08		25,789,309
Band 3		15,085.690		42.46		640,538
Band 4		300,781.726		43.26		13,011,817
Band 5		326,105.971		42.84		13,970,380
Band 6		7,736,987.149		42.17		326,268,748
Band 7		6,790,537.752		41.75		283,504,951
Band 8		4,202,039.137		41.10		172,703,809
Band 9		717,996.231		40.69		29,215,267
Band 10		4,439,197.886		40.34		179,077,243
Band 11		5,150,060.518		39.99		205,950,920
Band 12		1,977,648.616		39.65		78,413,768
Band 13		5,593,875.489		39.31		219,895,245
Band 14		6,812,134.163		38.64		263,220,864
Band 15		1,075,767.897		38.31		41,212,668
Band 16		262,757.979		37.65		9,892,838
Band 17		3,689,659.179		37.33		137,734,977
Band 18		261,950.655		37.01		9,694,794
Band 19		523,349.427		36.37		19,034,219
Band 20		3,031,654.722		38.98		118,173,901
Band 21		568,406.920		37.98		21,588,095
Band 25		95,411.520		45.87		4,376,526
Band 26		175,768.664		11.04		1,940,486
Band 27		58,642.296		11.01		645,652
Band 28		10,148.749		11.00		111,636
Band 29		404,984.485		11.00		4,454,829
Band 30		102,114.006		10.97		1,120,191
Band 31		51,306.131		10.96		562,315
Band 32		34,086.005		10.94		372,901
Band 33		5,995.753		10.92		65,474
Band 34		4,168.127		10.91		45,474
Band 41		13,752.552		10.97		150,865
Band 42		4,339.693		10.96		47,563
Band 43		99,865.917		10.95		1,093,532
Band 44		1,286.364		10.92		14,047
Band 45		23,639.123		10.91		257,903
Band 46		4,248,742.265		10.69		45,419,055
Band 47		472,633.962		10.68		5,047,731

		59,969,854.620			$	2,239,939,041

245

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		1,145,413.070	$	15.02	$	17,204,104
Band 7		5,235.616		15.00		78,534
Band 10		756,668.358		14.90		11,274,359
Band 11		21,266.003		14.87		316,225
Band 12		733,570.180		14.85		10,893,517
Band 13		9,105.310		10.72		97,609
Band 14		185,197.580		11.88		2,200,147
Band 15		629,093.425		11.87		7,467,339
Band 17		384,162.981		11.84		4,548,490
Band 20		1,900,812.723		14.80		28,132,028
Band 46		872,957.205		10.67		9,314,453

		6,643,482.451			$	91,526,805

246

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING T. Rowe Price Equity Income Portfolio - Service Class
Currently payable annuity contracts					$	2,609,685
Contracts in accumulation period:
Band 1		80,962.214	$	32.42		2,565,959
Band 2		1,279,142.443		31.33		37,524,684
Band 3		21,179.577		29.51		625,009
Band 4		210,738.957		30.06		6,334,813
Band 5		215,180.422		29.77		6,405,921
Band 6		4,330,652.538		29.30		126,888,119
Band 7		4,138,394.220		29.01		120,054,816
Band 8		2,000,177.789		28.56		57,125,078
Band 9		446,944.449		28.28		12,639,589
Band 10		2,827,868.346		28.03		79,265,150
Band 11		3,337,338.041		27.79		92,744,624
Band 12		1,177,281.955		27.56		32,445,891
Band 13		2,579,967.335		27.32		70,484,708
Band 14		4,873,923.428		26.85		130,864,844
Band 15		407,663.404		26.62		10,852,000
Band 16		151,504.794		26.17		3,964,880
Band 17		1,954,975.287		25.94		50,712,059
Band 18		122,895.794		25.72		3,160,880
Band 19		306,994.581		25.28		7,760,823
Band 20		1,864,735.918		27.09		50,515,696
Band 21		435,246.966		26.39		11,486,167
Band 24		875.469		34.12		29,871
Band 25		66,891.078		31.88		2,132,488
Band 26		257,329.763		11.55		2,972,159
Band 27		81,037.973		11.49		931,126
Band 28		27,193.959		11.46		311,643
Band 29		185,397.017		11.45		2,122,796
Band 30		116,091.725		11.40		1,323,446
Band 31		36,115.298		11.37		410,631
Band 32		25,903.349		11.31		292,967
Band 33		6,082.307		11.27		68,548
Band 34		14,583.557		11.24		163,919
Band 35		10,509.298		10.70		112,449
Band 36		4,696.266		10.69		50,203
Band 37		11,951.721		10.68		127,644
Band 38		3,044.183		10.68		32,512
Band 39		6,730.225		10.67		71,812
Band 40		649.543		10.66		6,924
Band 41		55,858.665		11.40		636,789
Band 42		46,534.220		11.36		528,629
Band 43		88,815.133		11.33		1,006,275
Band 44		4,124.231		11.26		46,439
Band 45		45,329.451		11.14		504,970
Band 46		778,012.578		10.36		8,060,210
Band 47		128,947.333		10.34		1,333,315

		34,766,472.800			$	940,309,160

247

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING T. Rowe Price Equity Income Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	467,347.486	$	14.01	$	6,547,538
Band 8	563.756		13.94		7,859
Band 10	305,604.895		13.90		4,247,908
Band 11	35,207.359		13.87		488,326
Band 12	213,811.686		13.85		2,961,292
Band 14	68,461.612		11.34		776,355
Band 15	149,598.147		11.33		1,694,947
Band 17	143,763.972		11.30		1,624,533
Band 20	796,391.429		13.80		10,990,202
Band 46	188,092.485		10.34		1,944,876

	2,368,842.827			$	31,283,836

248

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Templeton Global Growth Portfolio - Service Class
Currently payable annuity contracts					$	586,552
Contracts in accumulation period:
Band 1		5,510.454	$	23.82		131,259
Band 2		718,121.974		23.20		16,073,878
Band 3		10,710.258		22.16		237,339
Band 4		185,032.457		22.43		4,150,278
Band 5		225,121.661		22.26		5,011,208
Band 6		1,908,440.291		21.99		41,966,602
Band 7		2,442,312.265		21.81		53,266,830
Band 8		1,894,004.939		21.56		40,834,746
Band 9		478,115.413		21.38		10,222,108
Band 10		1,493,365.613		21.24		31,719,086
Band 11		1,260,151.072		21.10		26,589,188
Band 12		682,574.567		20.96		14,306,763
Band 13		1,545,864.510		20.82		32,184,899
Band 14		2,134,120.346		20.54		43,834,832
Band 15		131,684.018		20.40		2,686,354
Band 16		48,023.338		20.13		966,710
Band 17		780,723.915		19.99		15,606,671
Band 18		45,619.699		19.86		906,007
Band 19		193,978.867		19.59		3,800,046
Band 20		903,228.363		20.68		18,678,763
Band 21		210,121.877		20.26		4,257,069
Band 24		1,150.794		24.75		28,482
Band 25		116,134.303		23.47		2,725,672
Band 26		1,522.019		11.53		17,549
Band 27		36.824		11.51		424
Band 29		2,425.242		11.49		27,866
Band 30		2,414.630		11.47		27,696
Band 31		6,245.827		11.46		71,577
Band 32		2,998.222		11.43		34,270
Band 33		4,675.350		11.42		53,393
Band 41		3,444.420		11.47		39,508
Band 43		649.295		11.44		7,428
Band 46		203,294.611		11.02		2,240,307
Band 47		32,019.538		11.00		352,215

		17,673,836.972			$	373,643,575

249

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Templeton Global Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		50,356.346	$	16.25	$	818,291
Band 7		638.945		16.23		10,370
Band 10		60,246.389		16.12		971,172
Band 12		42,915.616		16.06		689,225
Band 13		5,253.090		11.05		58,047
Band 14		13,486.315		11.55		155,767
Band 15		24,652.485		11.54		284,490
Band 17		20,829.767		11.51		239,751
Band 20		185,076.741		16.01		2,963,079
Band 46		25,318.331		11.00		278,502

		428,774.025			$	6,468,694

250

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING UBS U.S. Allocation Portfolio - Service Class
Contracts in accumulation period:
Band 2		35,771.895	$	9.92	$	354,857
Band 4		54,899.551		9.79		537,467
Band 5		68,657.915		9.76		670,101
Band 6		1,439,257.201		9.71		13,975,187
Band 7		1,664,553.649		9.68		16,112,879
Band 8		352,515.100		9.63		3,394,720
Band 9		323,639.696		9.61		3,110,177
Band 10		972,804.432		9.58		9,319,466
Band 11		1,060,993.665		9.56		10,143,099
Band 12		517,170.514		9.53		4,928,635
Band 13		1,054,273.595		9.50		10,015,599
Band 14		1,872,418.280		9.45		17,694,353
Band 15		131,333.135		9.43		1,238,471
Band 16		57,435.523		9.38		538,745
Band 17		622,329.205		9.35		5,818,778
Band 18		35,631.060		9.33		332,438
Band 19		164,171.808		9.28		1,523,514
Band 20		687,286.688		9.48		6,515,478
Band 21		118,733.909		9.40		1,116,099
Band 24		5,634.518		10.18		57,359
Band 25		17,952.652		9.97		178,988
Band 26		168,546.279		11.56		1,948,395
Band 27		41,290.651		11.50		474,842
Band 28		48,245.143		11.47		553,372
Band 29		147,253.508		11.46		1,687,525
Band 30		43,094.528		11.41		491,709
Band 31		32,528.869		11.38		370,179
Band 32		17,397.943		11.32		196,945
Band 33		1,895.324		11.28		21,379
Band 34		8,629.868		11.25		97,086
Band 41		75,886.308		11.41		865,863
Band 42		663.077		11.37		7,539
Band 43		23,782.807		11.34		269,697
Band 44		1,362.249		11.27		15,353
Band 45		16,861.600		11.19		188,681
Band 46		71,153.436		10.54		749,957
Band 47		30,460.812		10.53		320,752

		11,986,516.393			$	115,835,684

251

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING UBS U.S. Allocation Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		55,115.136	$	13.02	$	717,599
Band 8		16,066.656		12.97		208,385
Band 10		30,350.211		12.94		392,732
Band 11		11,839.460		12.92		152,966
Band 12		8,317.329		12.90		107,294
Band 14		2,562.361		11.22		28,750
Band 15		32,022.652		11.21		358,974
Band 17		72,993.982		11.17		815,343
Band 20		109,275.410		12.87		1,406,375
Band 46		49,453.783		10.53		520,748

		387,996.980			$	4,709,166

252

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Equity Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1		441.664	$	11.71	$	5,172
Band 2		19,801.356		11.62		230,092
Band 3		4,137.660		11.47		47,459
Band 4		8,037.390		11.51		92,510
Band 5		22,289.811		11.49		256,110
Band 6		679,105.867		11.45		7,775,762
Band 7		860,338.901		11.43		9,833,674
Band 8		279,057.408		11.38		3,175,673
Band 9		65,787.477		11.36		747,346
Band 10		475,714.468		11.34		5,394,602
Band 11		392,707.703		11.32		4,445,451
Band 12		269,677.708		11.30		3,047,358
Band 13		552,480.019		11.28		6,231,975
Band 14		779,303.572		11.24		8,759,372
Band 15		67,657.804		11.22		759,121
Band 16		18,713.905		11.17		209,034
Band 17		332,795.455		11.15		3,710,669
Band 18		9,731.988		11.13		108,317
Band 19		52,677.314		11.09		584,191
Band 20		287,327.259		11.26		3,235,305
Band 21		75,745.960		11.20		848,355
Band 25		4,967.471		11.66		57,921
Band 26		16,814.720		12.68		213,211
Band 27		2,302.333		12.66		29,148
Band 28		650.116		12.64		8,217
Band 29		18,169.976		12.64		229,669
Band 30		2,479.651		12.61		31,268
Band 31		3,805.444		12.60		47,949
Band 32		152.235		12.57		1,914
Band 34		222.781		12.54		2,794
Band 43		3,409.589		12.58		42,893
Band 44		1,980.263		12.55		24,852
Band 45		303.476		12.53		3,803
Band 46		47,917.885		11.41		546,743
Band 47		14,213.882		11.40		162,038

		5,370,920.511			$	60,899,968

253

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Equity Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		162,102.599	$	14.06	$	2,279,163
Band 8		416.490		13.99		5,827
Band 10		95,329.359		13.94		1,328,891
Band 11		6,782.755		13.92		94,416
Band 12		72,195.295		13.90		1,003,515
Band 13		2,446.601		11.46		28,038
Band 14		31,175.031		11.93		371,918
Band 15		49,490.527		11.92		589,927
Band 17		79,466.367		11.88		944,060
Band 20		427,051.384		13.85		5,914,662
Band 46		22,508.263		11.41		256,819

		948,964.671			$	12,817,236

254

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Global Franchise Portfolio - Service Class
Contracts in accumulation period:
Band 1		8,048.069	$	13.73	$	110,500
Band 2		6,518.665		13.63		88,849
Band 4		27,065.651		13.50		365,386
Band 5		54,120.938		13.48		729,550
Band 6		2,467,074.803		13.43		33,132,815
Band 7		1,684,841.768		13.40		22,576,880
Band 8		790,792.100		13.35		10,557,075
Band 9		139,673.950		13.33		1,861,854
Band 10		2,119,939.147		13.30		28,195,191
Band 11		758,831.389		13.28		10,077,281
Band 12		339,824.683		13.25		4,502,677
Band 13		1,194,633.031		13.23		15,804,995
Band 14		2,218,687.004		13.18		29,242,295
Band 15		443,051.978		13.15		5,826,134
Band 16		77,449.417		13.10		1,014,587
Band 17		1,601,078.589		13.08		20,942,108
Band 18		19,227.443		13.06		251,110
Band 19		208,302.686		13.01		2,710,018
Band 20		879,133.720		13.20		11,604,565
Band 21		162,921.587		13.13		2,139,160
Band 25		13,205.000		13.68		180,644
Band 26		28,114.662		10.68		300,265
Band 27		7,025.937		10.66		74,896
Band 28		535.915		10.65		5,708
Band 29		95,199.206		10.65		1,013,872
Band 30		27,021.240		10.62		286,966
Band 31		19,921.494		10.61		211,367
Band 32		14,148.120		10.59		149,829
Band 33		874.944		10.57		9,248
Band 34		475.843		10.56		5,025
Band 41		2,142.460		10.62		22,753
Band 42		484.108		10.61		5,136
Band 43		21,348.630		10.60		226,295
Band 45		3,082.751		10.56		32,554
Band 46		815,601.085		11.12		9,069,484
Band 47		38,048.329		11.10		422,336

		16,288,446.342			$	213,749,408

255

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Global Franchise Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		910,711.580	$	14.38	$	13,096,033
Band 7		5,947.142		14.35		85,341
Band 8		502.799		14.31		7,195
Band 10		689,969.704		14.26		9,838,968
Band 11		19,758.438		14.23		281,163
Band 12		307,508.132		14.21		4,369,691
Band 13		11,021.337		11.15		122,888
Band 14		73,748.530		11.89		876,870
Band 15		604,281.545		11.88		7,178,865
Band 17		365,852.176		11.85		4,335,348
Band 20		1,512,926.909		14.16		21,423,045
Band 46		417,482.276		11.10		4,634,053

		4,919,710.568			$	66,249,460

256

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Growth and Income Portfolio - Service Class
Currently payable annuity contracts					$	572,308
Contracts in accumulation period:
Band 1		8,594.714	$	30.13		255,995
Band 2		678,014.699		29.39		19,357,508
Band 3		14,058.884		28.14		395,617
Band 4		402,732.368		28.53		11,489,954
Band 5		197,981.377		28.32		5,606,833
Band 6		4,720,301.215		28.01		132,215,637
Band 7		2,551,629.744		27.80		70,935,307
Band 8		4,924,060.733		27.50		135,411,670
Band 9		432,481.373		27.29		11,802,417
Band 10		1,524,989.615		27.12		41,357,718
Band 11		5,222,280.714		26.95		140,740,465
Band 12		747,520.757		26.79		20,026,081
Band 13		1,917,352.992		26.62		51,039,937
Band 14		2,851,108.262		26.29		74,955,636
Band 15		188,468.090		26.13		4,924,671
Band 16		75,827.725		25.80		1,956,355
Band 17		953,341.345		25.64		24,443,672
Band 18		93,479.847		25.48		2,381,866
Band 19		162,843.025		25.17		4,098,759
Band 20		827,054.651		26.46		21,883,866
Band 21		194,956.516		25.96		5,061,071
Band 24		48.636		31.26		1,520
Band 25		47,280.012		29.76		1,407,053
Band 26		45,310.580		11.15		505,213
Band 27		24,705.862		11.13		274,976
Band 28		2,253.804		11.11		25,040
Band 29		64,110.259		11.11		712,265
Band 30		25,455.653		11.09		282,303
Band 31		18,859.533		11.07		208,775
Band 32		7,764.264		11.05		85,795
Band 33		174.069		11.04		1,922
Band 34		2,902.583		11.02		31,986
Band 41		1,542.130		11.09		17,102
Band 42		1,077.935		11.07		11,933
Band 43		19,320.764		11.06		213,688
Band 44		2,889.825		11.03		31,875
Band 46		603,373.849		10.98		6,625,045
Band 47		44,660.026		10.97		489,920

		29,600,808.430			$	791,839,754

257

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Growth and Income Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		777,842.697	$	15.00	$	11,667,640
Band 7		16,892.029		14.98		253,043
Band 8		596.715		14.93		8,909
Band 10		405,622.980		14.88		6,035,670
Band 11		18,380.785		14.85		272,955
Band 12		445,769.656		14.83		6,610,764
Band 13		14,767.163		11.01		162,586
Band 14		41,287.162		11.89		490,904
Band 15		291,243.936		11.88		3,459,978
Band 17		426,490.711		11.85		5,053,915
Band 20		2,184,319.892		14.78		32,284,248
Band 46		373,566.528		10.96		4,094,289

		4,996,780.254			$	70,394,901

258

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Real Estate Portfolio - Service Class
Currently payable annuity contracts					$	626,084
Contracts in accumulation period:
Band 1		5,700.255	$	65.94		375,875
Band 2		156,267.413		63.73		9,332,838
Band 3		1,864.170		60.02		111,887
Band 4		79,153.010		61.15		4,840,207
Band 5		73,447.876		60.56		4,448,003
Band 6		1,718,844.894		59.61		102,460,344
Band 7		1,530,873.795		59.02		90,352,171
Band 8		829,769.013		58.10		48,209,580
Band 9		155,995.498		57.52		8,972,861
Band 10		935,631.018		57.02		53,349,681
Band 11		952,425.284		56.54		53,850,126
Band 12		364,508.641		56.05		20,430,709
Band 13		1,005,106.567		55.57		55,853,772
Band 14		1,590,375.530		54.62		86,866,311
Band 15		303,357.413		54.16		16,429,837
Band 16		55,872.468		53.23		2,974,091
Band 17		891,144.805		52.77		47,025,711
Band 18		41,609.527		52.32		2,177,010
Band 19		116,655.007		51.42		5,998,400
Band 20		749,064.887		55.10		41,273,475
Band 21		82,572.095		53.69		4,433,296
Band 24		73.330		69.41		5,090
Band 25		17,249.299		64.84		1,118,445
Band 26		119,731.329		16.13		1,931,266
Band 27		60,681.702		16.05		973,941
Band 28		5,685.512		16.01		91,025
Band 29		205,693.966		16.00		3,291,103
Band 30		63,136.324		15.92		1,005,130
Band 31		41,575.126		15.88		660,213
Band 32		20,875.191		15.80		329,828
Band 33		15,589.613		15.75		245,536
Band 34		4,516.579		15.71		70,955
Band 41		39,324.601		15.92		626,048
Band 42		15,539.759		15.87		246,616
Band 43		79,857.651		15.83		1,264,147
Band 44		3,321.008		15.73		52,239
Band 45		13,341.729		15.46		206,263
Band 46		864,134.168		11.65		10,067,163
Band 47		134,772.680		11.63		1,567,406

		13,345,338.733			$	684,144,683

259

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		305,432.728	$	20.33	$	6,209,447
Band 7		1,105.607		20.30		22,444
Band 8		102.241		20.23		2,068
Band 10		196,329.043		20.16		3,957,994
Band 11		3,792.472		20.13		76,342
Band 12		93,052.246		20.10		1,870,350
Band 13		6,924.593		11.69		80,948
Band 14		38,674.418		14.44		558,459
Band 15		181,171.861		14.42		2,612,498
Band 17		106,786.488		14.38		1,535,590
Band 20		507,669.753		20.03		10,168,625
Band 46		163,226.851		11.64		1,899,961

		1,604,268.301			$	28,994,726


ING VP Index Plus International Equity Portfolio - Service Class
Contracts in accumulation period:
Band 6		2,821.743	$	10.33	$	29,149
Band 7		1,417.028		10.33		14,638
Band 8		236.860		10.32		2,444
Band 9		74.092		10.32		765
Band 10		361.350		10.32		3,729
Band 14		1,107.373		10.32		11,428
Band 17		9,706.288		10.32		100,169
Band 19		1,650.738		10.32		17,036
Band 20		2,624.859		10.32		27,089
Band 21		905.346		10.32		9,343
Band 26		254.790		10.33		2,632
Band 46		290.491		10.32		2,998
Band 47		1,763.353		10.32		18,198

		23,214.311			$	239,618

260

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Wells Fargo Mid Cap Disciplined Portfolio - Service Class
Currently payable annuity contracts					$	975,735
Contracts in accumulation period:
Band 1		11,394.991	$	24.47		278,835
Band 2		734,822.346		23.81		17,496,120
Band 3		7,693.622		22.68		174,491
Band 4		137,625.209		23.03		3,169,509
Band 5		123,088.426		22.85		2,812,571
Band 6		1,732,178.673		22.56		39,077,951
Band 7		1,362,894.212		22.38		30,501,572
Band 8		1,746,424.952		22.10		38,595,991
Band 9		429,046.360		21.92		9,404,696
Band 10		348,784.681		21.76		7,589,555
Band 11		2,180,114.511		21.61		47,112,275
Band 12		405,711.066		21.46		8,706,559
Band 13		1,109,749.096		21.32		23,659,851
Band 14		1,562,213.992		21.02		32,837,738
Band 15		17,818.466		20.88		372,050
Band 16		21,127.478		20.59		435,015
Band 17		259,461.455		20.44		5,303,392
Band 18		28,859.188		20.30		585,842
Band 19		63,006.334		20.02		1,261,387
Band 20		258,839.174		21.17		5,479,625
Band 21		62,483.452		20.73		1,295,282
Band 25		26,261.129		24.14		633,944
Band 26		7,359.520		11.29		83,089
Band 28		421.281		11.25		4,739
Band 29		22,680.258		11.25		255,153
Band 30		4,134.847		11.22		46,393
Band 31		238.743		11.21		2,676
Band 32		532.723		11.19		5,961
Band 34		245.547		11.16		2,740
Band 43		375.335		11.19		4,200
Band 46		38,682.747		10.60		410,037
Band 47		15,823.061		10.58		167,408

		12,720,092.875			$	277,766,647

261

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Wells Fargo Mid Cap Disciplined Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6		41,865.019	$	14.55	$	609,136
Band 10		24,619.791		14.43		355,264
Band 11		793.702		14.40		11,429
Band 12		13,288.769		14.38		191,093
Band 13		539.638		10.63		5,736
Band 14		4,877.047		11.29		55,062
Band 15		9,131.379		11.28		103,002
Band 17		21,913.621		11.25		246,528
Band 20		157,365.828		14.33		2,255,052
Band 46		16,605.539		10.59		175,853

		291,000.333			$	4,008,155


ING Wells Fargo Small Cap Disciplined Portfolio - Service Class
Contracts in accumulation period:
Band 6		435.170	$	9.72	$	4,230
Band 10		503.014		9.71		4,884
Band 13		302.116		9.71		2,934
Band 17		483.314		9.71		4,693
Band 19		2,586.864		9.71		25,118
Band 30		507.357		9.71		4,926
Band 46		572.605		9.71		5,560
Band 47		1,876.817		9.71		18,224

		7,267.257			$	70,569

262

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING American Century Large Company Value Portfolio - Service Class
Contracts in accumulation period:
Band 35		21,353.857	$	10.89	$	232,544
Band 36		3,269.147		10.80		35,307
Band 38		23,574.034		12.69		299,154
Band 39		5,592.172		12.63		70,629
Band 40		3,423.890		12.58		43,073

		57,213.100			$	680,707


ING American Century Select Portfolio - Initial Class
Contracts in accumulation period:
Band 35		33,085.024	$	10.77	$	356,326
Band 36		3,716.510		10.75		39,952
Band 38		11,099.715		10.75		119,322
Band 40		1,696.629		10.72		18,188

		49,597.878			$	533,788


ING American Century Select Portfolio - Service Class
Contracts in accumulation period:
Band 35		1,401.094	$	9.08	$	12,722
Band 36		4,605.341		9.01		41,494
Band 37		401.112		8.95		3,590
Band 40		77.374		11.96		925

		6,484.921			$	58,731


ING American Century Small Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 35		10,938.794	$	14.06	$	153,799
Band 36		3,736.905		13.96		52,167
Band 38		15,824.685		15.17		240,060
Band 39		1,350.536		15.10		20,393
Band 40		1,125.414		15.04		16,926

		32,976.334			$	483,345

263

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Baron Small Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 2		4,273.628	$	11.04	$	47,181
Band 4		18,568.436		11.02		204,624
Band 5		20,261.249		11.01		223,076
Band 6		857,117.778		11.01		9,436,867
Band 7		613,541.149		11.00		6,748,953
Band 8		352,009.557		10.99		3,868,585
Band 9		74,392.683		10.99		817,576
Band 10		966,410.584		10.99		10,620,852
Band 11		288,122.542		10.98		3,163,586
Band 12		96,126.075		10.98		1,055,464
Band 13		428,655.021		10.97		4,702,346
Band 14		390,338.374		10.97		4,282,012
Band 15		315,123.355		10.96		3,453,752
Band 16		28,826.035		10.95		315,645
Band 17		494,887.959		10.95		5,419,023
Band 18		672.508		10.95		7,364
Band 19		21,318.796		10.94		233,228
Band 20		177,512.013		10.97		1,947,307
Band 21		44,795.245		10.96		490,956
Band 26		72,995.595		11.04		805,871
Band 27		5,170.492		11.02		56,979
Band 28		3,177.339		11.00		34,951
Band 29		111,723.704		11.00		1,228,961
Band 30		22,585.848		10.98		247,993
Band 31		17,234.753		10.97		189,065
Band 32		8,499.453		10.94		92,984
Band 34		3,350.716		10.92		36,590
Band 35		86,471.352		15.62		1,350,683
Band 36		19,020.627		15.51		295,010
Band 37		7,212.122		15.42		111,211
Band 38		44,569.547		15.48		689,937
Band 39		13,234.243		15.40		203,807
Band 40		4,222.158		15.35		64,810
Band 41		4,520.914		10.98		49,640
Band 42		4,427.500		10.96		48,525
Band 43		37,432.920		10.95		409,890
Band 45		5,357.350		10.91		58,449
Band 46		231,707.736		10.94		2,534,883
Band 47		44,082.375		10.93		481,820

		5,939,949.731			$	66,030,456

264

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Davis Venture Value Portfolio - Service Class
Contracts in accumulation period:
Band 6		7,654.268	$	9.91	$	75,854
Band 7		13,665.805		9.91		135,428
Band 8		1,991.155		9.91		19,732
Band 9		369.103		9.91		3,658
Band 10		43,804.074		9.91		434,098
Band 11		15,529.327		9.91		153,896
Band 13		19,330.168		9.91		191,562
Band 14		5,264.276		9.91		52,169
Band 15		957.995		9.91		9,494
Band 17		12,015.763		9.90		118,956
Band 20		10,669.120		9.91		105,731
Band 21		1,446.182		9.91		14,332
Band 29		1,261.844		9.91		12,505
Band 30		5,194.043		9.91		51,473
Band 35		30,426.274		11.48		349,294
Band 36		3,441.709		11.39		39,201
Band 37		203.873		11.32		2,308
Band 38		24,006.667		13.09		314,247
Band 39		1,001.638		13.02		13,041
Band 40		1,432.026		12.98		18,588
Band 42		1,170.076		9.91		11,595
Band 46		9,453.130		9.90		93,586

		210,288.516			$	2,220,748


ING Fundamental Research Portfolio - Service Class
Contracts in accumulation period:
Band 6		24,285.719	$	11.01	$	267,386
Band 7		828.946		11.01		9,127
Band 8		3,063.055		11.00		33,694
Band 10		17,592.746		10.99		193,344
Band 11		6,996.147		10.99		76,888
Band 12		828.019		10.98		9,092
Band 13		793.401		10.98		8,712
Band 14		369.259		10.97		4,051
Band 15		5,428.061		10.97		59,546
Band 17		7,655.861		10.96		83,908
Band 20		730.633		10.98		8,022
Band 21		742.266		10.96		8,135
Band 46		935.071		10.95		10,239

		70,249.184			$	772,144


ING Goldman Sachs® Capital Growth Portfolio - Service Class
Contracts in accumulation period:
Band 38		823.336	$	12.26	$	10,094
Band 40		175.808		12.16		2,138

		999.144			$	12,232

265

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value	Extended Value


ING JPMorgan Fleming International Portfolio - Service Class
Contracts in accumulation period:
Band 2		1,163.802	15.18		17,667
Band 4		20,494.111	15.09		309,256
Band 5		8,397.325	15.08		126,632
Band 6		851,235.320	15.04		12,802,579
Band 7		521,949.866	15.02		7,839,687
Band 8		207,419.121	14.99		3,109,213
Band 9		64,618.110	14.97		967,333
Band 10		741,906.141	14.95		11,091,497
Band 11		257,960.683	14.93		3,851,353
Band 12		87,927.329	14.92		1,311,876
Band 13		275,628.628	14.90		4,106,867
Band 14		772,617.931	14.86		11,481,102
Band 15		416,050.393	14.85		6,178,348
Band 16		17,073.544	14.81		252,859
Band 17		598,029.249	14.79		8,844,853
Band 18		1,485.440	14.77		21,940
Band 19		145,165.815	14.74		2,139,744
Band 20		648,084.440	14.88		9,643,496
Band 21		29,178.686	14.83		432,720
Band 26		89,569.000	15.20		1,361,449
Band 27		13,069.402	15.09		197,217
Band 28		4,057.213	15.04		61,020
Band 29		67,934.113	15.02		1,020,370
Band 30		17,900.944	14.91		266,903
Band 31		26,009.755	14.86		386,505
Band 32		6,727.217	14.76		99,294
Band 33		723.860	14.69		10,634
Band 34		14,554.647	14.64		213,080
Band 35		31,334.098	13.42		420,504
Band 36		1,625.069	13.31		21,630
Band 37		162.073	13.23		2,144
Band 38		8,629.589	15.63		134,880
Band 39		3,057.022	15.55		47,537
Band 40		8,288.583	15.50		128,473
Band 41		1,494.322	14.92		22,295
Band 42		1,778.063	14.85		26,404
Band 43		31,970.020	14.79		472,837
Band 44		537.456	12.35		6,638
Band 45		3,300.082	12.22		40,327
Band 46		254,296.546	11.12		2,827,778
Band 47		71,730.214	11.10		796,205

		6,325,135.222		$	93,093,146

266

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 4		76,470.670	$	14.02	$	1,072,119
Band 7		27,440.262		14.91		409,134
Band 9		143,868.887		14.83		2,133,576
Band 10		91,313.235		12.05		1,100,324
Band 13		28,793.013		14.72		423,833
Band 15		94,035.821		14.64		1,376,684
Band 19		26,068.739		11.93		311,000
Band 20		99,230.528		12.01		1,191,759
Band 21		58,097.366		11.98		696,006
Band 26		131,774.636		15.19		2,001,657
Band 27		46,014.376		15.02		691,136
Band 28		17,028.225		14.94		254,402
Band 29		200,029.741		14.91		2,982,443
Band 30		135,651.169		14.75		2,000,855
Band 31		141,544.452		14.66		2,075,042
Band 32		39,357.652		14.51		571,080
Band 33		35,059.381		14.40		504,855
Band 34		34,566.311		14.32		494,990
Band 35		50,518.696		15.31		773,441
Band 36		23,495.280		15.19		356,893
Band 37		3,129.055		15.11		47,280
Band 38		20,516.926		14.67		300,983
Band 39		30,369.759		14.60		443,398
Band 40		2,866.206		14.55		41,703
Band 41		26,439.437		13.85		366,186
Band 42		26,514.255		13.79		365,632
Band 43		104,884.478		13.74		1,441,113
Band 44		13,590.982		12.01		163,228
Band 45		3,664.761		11.94		43,757

		1,732,334.299			$	24,634,509

267

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING MFS Capital Opportunities Portfolio - Initial Class
Contracts in accumulation period:
Band 4		7,681.238	$	11.99	$	92,098
Band 7		112.448		8.62		969
Band 9		39,814.829		8.56		340,815
Band 10		5,611.864		10.77		60,440
Band 13		18,324.664		8.48		155,393
Band 15		26,915.356		8.42		226,627
Band 20		590.842		10.73		6,340
Band 21		1,420.921		10.70		15,204
Band 26		32,890.756		8.81		289,768
Band 27		42,470.448		8.69		369,068
Band 28		17,290.870		8.63		149,220
Band 29		60,515.909		8.61		521,042
Band 30		30,316.498		8.50		257,690
Band 31		51,164.013		8.44		431,824
Band 32		27,230.540		8.33		226,830
Band 33		9,929.993		8.25		81,922
Band 34		12,210.987		8.20		100,130
Band 41		1,623.852		11.85		19,243
Band 43		3,314.139		11.76		38,974

		389,430.167			$	3,383,597


ING MFS Capital Opportunities Portfolio - Service Class
Contracts in accumulation period:
Band 35		22,881.330	$	9.76	$	223,322
Band 38		3,258.974		12.62		41,128
Band 39		1,024.582		12.56		12,869

		27,164.886			$	277,319


ING OpCap Balanced Value Portfolio - Service Class
Contracts in accumulation period:
Band 35		35,128.285	$	11.25	$	395,193
Band 36		7,321.703		11.16		81,710
Band 37		534.168		11.10		5,929
Band 38		37,912.185		12.53		475,040
Band 39		1,446.419		12.47		18,037
Band 40		1,576.072		12.42		19,575

		83,918.832			$	995,484

268

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Oppenheimer Global Portfolio - Initial Class
Contracts in accumulation period:
Band 4		39,778.736	$	12.02	$	478,140
Band 7		10,726.410		12.00		128,717
Band 9		64,086.779		11.99		768,400
Band 10		18,511.957		11.98		221,773
Band 13		10,425.180		11.97		124,789
Band 15		15,582.503		11.96		186,367
Band 19		7,482.831		11.93		89,270
Band 20		6,515.025		11.97		77,985
Band 21		5,566.492		11.95		66,520
Band 26		145,375.442		12.04		1,750,320
Band 27		61,224.576		12.02		735,919
Band 28		10,741.286		12.00		128,895
Band 29		148,134.401		12.00		1,777,613
Band 30		74,697.098		11.98		894,871
Band 31		74,093.867		11.96		886,163
Band 32		20,260.882		11.94		241,915
Band 33		14,566.824		11.92		173,637
Band 34		12,154.608		11.91		144,761
Band 35		335,304.007		12.06		4,043,766
Band 36		16,049.856		12.04		193,240
Band 37		6,672.149		12.03		80,266
Band 38		268,701.659		12.04		3,235,168
Band 39		87,170.768		12.02		1,047,793
Band 40		22,573.436		12.01		271,107
Band 41		6,988.248		11.98		83,719
Band 42		13,492.096		11.96		161,365
Band 43		19,254.048		11.95		230,086
Band 44		2,488.203		11.92		29,659
Band 45		4,792.687		11.90		57,033

		1,523,412.054			$	18,309,257

269

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Oppenheimer Global Portfolio - Service Class
Contracts in accumulation period:
Band 2		3,814.382		12.00		45,773
Band 4		15,632.760		14.44		225,737
Band 5		47,855.672		13.73		657,058
Band 6		403,464.728		11.97		4,829,473
Band 7		160,068.600		13.66		2,186,537
Band 8		130,404.852		11.95		1,558,338
Band 9		44,746.353		13.58		607,655
Band 10		344,200.262		12.17		4,188,917
Band 11		85,665.705		11.94		1,022,849
Band 12		14,539.482		11.94		173,601
Band 13		134,955.208		13.48		1,819,196
Band 14		233,709.030		11.92		2,785,812
Band 15		130,620.993		13.41		1,751,628
Band 16		5,238.144		11.91		62,386
Band 17		145,145.394		11.91		1,728,682
Band 18		1,156.456		11.90		13,762
Band 19		7,564.954		12.05		91,158
Band 20		56,425.982		12.13		684,447
Band 21		25,509.990		12.10		308,671
Band 26		54,637.086		13.91		760,002
Band 27		5,334.634		13.76		73,405
Band 28		2,845.333		13.68		38,924
Band 29		62,404.026		13.66		852,439
Band 30		15,023.359		13.51		202,966
Band 31		7,669.859		13.43		103,006
Band 32		6,845.046		13.29		90,971
Band 33		7,994.717		13.19		105,450
Band 34		3,268.601		13.11		42,851
Band 35		125,556.549		14.02		1,760,303
Band 36		26,117.015		13.91		363,288
Band 37		25,663.432		13.84		355,182
Band 38		35,313.877		15.19		536,418
Band 39		32,950.614		15.12		498,213
Band 40		5,610.989		15.06		84,501
Band 41		3,591.341		14.27		51,248
Band 42		2,513.106		14.20		35,686
Band 43		20,530.742		14.15		290,510
Band 44		285.173		12.42		3,542
Band 45		9,199.879		12.29		113,067
Band 46		91,535.769		11.90		1,089,276
Band 47		35,816.993		11.89		425,864

		2,571,427.087			$	32,618,792

270

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Oppenheimer Strategic Income Portfolio - Service Class
Contracts in accumulation period:
Band 35		129,252.419	$	10.12	$	1,308,034
Band 36		13,962.830		10.11		141,164
Band 37		5,235.013		10.10		52,874
Band 38		111,176.695		10.10		1,122,885
Band 39		34,020.135		10.09		343,263
Band 40		12,368.317		10.08		124,673

		306,015.409			$	3,092,893


ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 35		135,398.746	$	11.65	$	1,577,395
Band 36		3,981.105		11.57		46,061
Band 37		2,507.150		11.50		28,832
Band 38		57,541.112		10.68		614,539
Band 39		45,285.673		10.62		480,934
Band 40		2,634.483		10.59		27,899

		247,348.269			$	2,775,660

271

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Salomon Brothers Aggressive Growth Portfolio - Service Class
Contracts in accumulation period:
Band 2		5,027.741	$	12.91	$	64,908
Band 4		22,858.821		12.84		293,507
Band 5		5,380.477		12.82		68,978
Band 6		1,404,960.968		12.79		17,969,451
Band 7		1,451,242.600		12.78		18,546,880
Band 8		349,758.185		12.75		4,459,417
Band 9		109,721.915		12.73		1,396,760
Band 10		1,579,344.733		12.72		20,089,265
Band 11		583,028.249		12.70		7,404,459
Band 12		129,081.916		12.69		1,638,050
Band 13		554,504.528		12.67		7,025,572
Band 14		2,097,684.698		12.64		26,514,735
Band 15		340,322.055		12.63		4,298,268
Band 16		37,839.260		12.60		476,775
Band 17		1,312,979.280		12.58		16,517,279
Band 18		7,960.416		12.57		100,062
Band 19		123,924.560		12.54		1,554,014
Band 20		1,363,628.402		12.66		17,263,536
Band 21		90,960.025		12.61		1,147,006
Band 26		74,488.383		12.93		963,135
Band 27		5,891.206		12.84		75,643
Band 28		2,952.943		12.79		37,768
Band 29		30,788.570		12.78		393,478
Band 30		35,992.366		12.69		456,743
Band 31		26,457.667		12.64		334,425
Band 32		14,908.881		12.55		187,106
Band 33		6,602.178		12.50		82,527
Band 34		22,543.746		12.45		280,670
Band 35		4,707.326		11.98		56,394
Band 37		1,138.207		12.88		14,660
Band 41		28,476.467		12.69		361,366
Band 42		6,976.463		12.63		88,113
Band 43		33,623.734		12.58		422,987
Band 44		15,305.896		11.45		175,253
Band 45		7,563.717		11.23		84,941
Band 46		299,176.768		11.16		3,338,813
Band 47		41,731.054		11.15		465,301

		12,229,534.401			$	154,648,245


ING Solution 2015 Portfolio - Service Class
Contracts in accumulation period:
Band 35		3,654.326	$	10.72	$	39,174
Band 37		15,279.498		10.69		163,338
Band 38		14,961.981		10.70		160,093

		33,895.805			$	362,605

272

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Band 35		4,318.133	$	10.94	$	47,240

		4,318.133			$	47,240


ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Band 35		1,474.268	$	11.10	$	16,364
Band 38		271.633		11.08		3,010

		1,745.901			$	19,374


ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Band 38		429.083	$	11.29	$	4,844

		429.083			$	4,844


ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 35		37,655.216	$	11.48	$	432,282
Band 36		841.013		11.39		9,579
Band 38		17,355.505		13.96		242,283
Band 39		882.912		13.89		12,264
Band 40		2,386.743		13.84		33,033

		59,121.389			$	729,441


ING T. Rowe Price Growth Equity Portfolio - Service Class
Contracts in accumulation period:
Band 35		174,765.306	$	11.16	$	1,950,381
Band 36		19,419.806		11.07		214,977
Band 37		1,293.540		11.01		14,242
Band 38		54,334.337		13.12		712,867
Band 39		25,275.297		13.05		329,843
Band 40		6,578.352		13.00		85,519

		281,666.638			$	3,307,829

273

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING UBS U.S. Large Cap Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2		3,389.321	$	11.22	$	38,028
Band 4		26,127.728		12.04		314,578
Band 5		1,059.340		11.19		11,854
Band 6		119,772.026		11.19		1,340,249
Band 7		55,882.752		12.00		670,593
Band 8		56,005.593		11.17		625,582
Band 9		7,398.439		11.97		88,559
Band 10		45,255.500		11.96		541,256
Band 11		24,441.848		11.16		272,771
Band 12		30,728.473		11.16		342,930
Band 13		19,477.370		11.93		232,365
Band 14		31,306.493		11.15		349,067
Band 15		25,931.319		11.90		308,583
Band 16		2,234.297		11.13		24,868
Band 17		45,133.197		11.13		502,332
Band 19		1,264.675		11.84		14,974
Band 20		20,569.165		11.92		245,184
Band 21		8,592.669		11.89		102,167
Band 26		9,595.196		12.10		116,102
Band 27		2,359.308		12.04		28,406
Band 28		503.105		12.01		6,042
Band 29		11,668.838		12.00		140,026
Band 30		2,196.302		11.94		26,224
Band 31		2,949.965		11.91		35,134
Band 32		1,160.581		11.85		13,753
Band 35		13,249.234		11.18		148,126
Band 36		141.858		11.09		1,573
Band 37		8,461.468		11.02		93,245
Band 38		2,069.452		13.77		28,496
Band 40		1,240.743		13.66		16,949
Band 41		11,754.593		11.94		140,350
Band 42		833.440		11.90		9,918
Band 43		9,641.676		11.87		114,447
Band 44		218.782		11.79		2,579
Band 45		456.491		11.76		5,368
Band 46		18,416.966		11.12		204,797
Band 47		6,320.509		11.11		70,221

		627,808.712			$	7,227,696

274

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Comstock Portfolio - Service Class
Contracts in accumulation period:
Band 2		1,793.436	$	10.62	$	19,046
Band 4		105,339.108		13.08		1,377,836
Band 5		2,976.327		12.51		37,234
Band 6		1,931,361.874		12.46		24,064,769
Band 7		233,506.221		12.44		2,904,817
Band 8		225,904.224		12.39		2,798,953
Band 9		217,632.074		12.37		2,692,109
Band 10		1,620,818.107		12.35		20,017,104
Band 11		114,899.771		12.32		1,415,565
Band 12		578,971.151		12.30		7,121,345
Band 13		271,920.967		12.28		3,339,189
Band 14		460,029.335		11.39		5,239,734
Band 15		1,051,435.456		12.21		12,838,027
Band 16		22,496.262		10.33		232,386
Band 17		725,243.704		11.35		8,231,516
Band 18		1,645.505		10.53		17,327
Band 19		26,593.533		11.14		296,252
Band 20		3,505,742.786		12.26		42,980,407
Band 21		105,454.145		11.19		1,180,032
Band 26		218,864.567		12.67		2,773,014
Band 27		96,105.436		12.53		1,204,201
Band 28		24,879.106		12.46		309,994
Band 29		305,003.308		12.44		3,794,241
Band 30		145,013.608		12.30		1,783,667
Band 31		98,321.788		12.23		1,202,475
Band 32		53,358.764		12.10		645,641
Band 33		19,653.934		12.01		236,044
Band 34		112,636.621		11.94		1,344,881
Band 35		180,682.929		12.77		2,307,321
Band 36		19,809.822		12.67		250,990
Band 37		4,552.446		12.60		57,361
Band 38		185,159.619		13.71		2,538,538
Band 39		76,315.439		13.65		1,041,706
Band 40		6,785.162		13.60		92,278
Band 41		27,782.475		12.92		358,950
Band 42		19,467.909		12.86		250,357
Band 43		112,835.080		12.82		1,446,546
Band 44		8,568.042		11.31		96,905
Band 45		23,593.135		11.19		264,007
Band 46		944,613.143		10.31		9,738,962
Band 47		38,677.138		10.52		406,883

		13,926,443.457			$	168,948,610

275

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Equity and Income Portfolio - Initial Class
Contracts in accumulation period:
Band 35		305,069.043	$	10.93	$	3,334,405
Band 36		21,518.606		10.91		234,768
Band 37		5,415.966		10.90		59,034
Band 38		33,095.583		10.91		361,073
Band 39		14,265.402		10.89		155,350
Band 40		829.585		10.88		9,026

		380,194.185			$	4,153,656

276

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING Van Kampen Equity and Income Portfolio - Service Class
Contracts in accumulation period:
Band 2		1,722.778	$	10.89	$	18,761
Band 4		16,669.225		10.87		181,194
Band 5		5,929.634		10.87		64,455
Band 6		333,808.563		10.86		3,625,161
Band 7		133,886.601		10.86		1,454,008
Band 8		199,397.411		10.85		2,163,462
Band 9		57,792.851		10.84		626,475
Band 10		369,152.530		10.84		4,001,613
Band 11		76,209.417		10.84		826,110
Band 12		56,893.503		10.83		616,157
Band 13		247,764.156		10.83		2,683,286
Band 14		224,810.505		10.82		2,432,450
Band 15		245,919.066		10.82		2,660,844
Band 16		10,120.943		10.81		109,407
Band 17		239,827.328		10.81		2,592,533
Band 19		19,057.765		10.79		205,633
Band 20		94,699.944		10.83		1,025,600
Band 21		38,318.023		10.81		414,218
Band 26		56,401.879		10.89		614,216
Band 27		8,366.523		10.87		90,944
Band 28		996.007		10.86		10,817
Band 29		128,901.815		10.86		1,399,874
Band 30		25,643.183		10.83		277,716
Band 31		28,433.269		10.82		307,648
Band 32		7,173.497		10.80		77,474
Band 33		10,324.969		10.78		111,303
Band 34		14,952.627		10.77		161,040
Band 35		132,381.248		11.16		1,477,375
Band 36		9,978.440		11.07		110,461
Band 37		34,481.241		11.00		379,294
Band 38		77,260.412		13.41		1,036,062
Band 39		7,063.639		13.34		94,229
Band 40		706.914		13.30		9,402
Band 41		900.899		10.83		9,757
Band 42		3,391.917		10.82		36,701
Band 43		11,911.393		10.81		128,762
Band 44		244.456		10.78		2,635
Band 45		3,765.565		10.77		40,555
Band 46		164,473.429		10.80		1,776,313
Band 47		22,776.506		10.79		245,759

		3,122,510.071			$	34,099,704

277

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Strategic Allocation Balanced Portfolio - Class S
Contracts in accumulation period:
Band 35		351.112	$	14.48	$	5,084
Band 36		1,272.273		14.46		18,397
Band 37		2,643.831		14.45		38,203
Band 38		12,106.813		14.46		175,065
Band 39		8,169.805		14.44		117,972
Band 40		480.085		14.42		6,923

		25,023.919			$	361,644


ING VP Strategic Allocation Growth Portfolio - Class S
Contracts in accumulation period:
Band 35		882.708	$	15.58	$	13,753
Band 37		322.302		15.54		5,009
Band 38		638.836		15.55		9,934

		1,843.846			$	28,696


ING VP Strategic Allocation Income Portfolio - Class S
Contracts in accumulation period:
Band 35		3,111.137	$	13.45	$	41,845
Band 36		4,945.521		13.43		66,418
Band 38		727.141		13.43		9,766

		8,783.799			$	118,029


ING VP Growth and Income Portfolio - Class S
Contracts in accumulation period:
Band 35		110,132.325	$	13.95	$	1,536,346
Band 36		9,277.108		13.88		128,766
Band 37		5,517.418		13.82		76,251
Band 38		40,800.554		13.22		539,383
Band 39		11,402.894		13.15		149,948

		177,130.299			$	2,430,694

278

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 1
Contracts in accumulation period:
Band 6		117,769.577	$	10.37	$	1,221,271
Band 7		24,780.180		10.36		256,723
Band 9		1,279,621.095		10.32		13,205,690
Band 10		42,966.967		10.31		442,989
Band 12		14,192.638		10.28		145,900
Band 13		255,553.272		10.27		2,624,532
Band 14		20,930.958		10.24		214,333
Band 15		476,107.448		10.23		4,870,579
Band 17		16,999.827		10.19		173,228
Band 20		96,320.626		10.25		987,286
Band 26		1,098,583.166		10.49		11,524,137
Band 27		371,362.240		10.41		3,865,881
Band 28		149,198.848		10.37		1,547,192
Band 29		3,584,165.123		10.36		37,131,951
Band 30		1,441,630.181		10.28		14,819,958
Band 31		1,097,927.597		10.24		11,242,779
Band 32		1,345,065.552		10.16		13,665,866
Band 33		412,110.849		10.11		4,166,441
Band 34		333,853.667		10.07		3,361,906
Band 35		236,051.699		10.55		2,490,345
Band 36		27,468.135		10.49		288,141

		12,442,659.645			$	128,247,128


ING GET U.S. Core Portfolio - Series 2
Contracts in accumulation period:
Band 5		2,690.619	$	10.13	$	27,256
Band 6		132,252.281		10.10		1,335,748
Band 9		1,342,862.678		10.06		13,509,199
Band 10		19,316.194		10.05		194,128
Band 12		9,810.609		10.02		98,302
Band 13		412,796.327		10.01		4,132,091
Band 14		12,959.216		9.99		129,463
Band 15		285,719.228		9.98		2,851,478
Band 20		9,339.931		10.00		93,399
Band 26		1,057,845.598		10.21		10,800,604
Band 27		301,347.125		10.14		3,055,660
Band 28		153,457.650		10.10		1,549,922
Band 29		1,892,760.287		10.09		19,097,951
Band 30		1,192,906.021		10.02		11,952,918
Band 31		659,390.849		9.98		6,580,721
Band 32		838,422.375		9.92		8,317,150
Band 33		445,222.103		9.87		4,394,342
Band 34		239,392.382		9.84		2,355,621
Band 35		12,217.569		10.26		125,352
Band 38		33,332.480		10.20		339,991

		9,054,041.522			$	90,941,296

279

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 3
Contracts in accumulation period:
Band 6		117,092.935	$	9.83	$	1,151,024
Band 9		1,084,322.130		9.79		10,615,514
Band 10		30,500.657		9.78		298,296
Band 12		51,494.977		9.76		502,591
Band 13		304,763.655		9.75		2,971,446
Band 14		18,172.595		9.73		176,819
Band 15		175,448.823		9.72		1,705,363
Band 20		152.308		9.74		1,483
Band 26		815,259.006		9.92		8,087,369
Band 27		287,695.814		9.86		2,836,681
Band 28		138,095.427		9.83		1,357,478
Band 29		3,092,890.451		9.82		30,372,184
Band 30		1,102,745.309		9.76		10,762,794
Band 31		906,916.878		9.73		8,824,301
Band 32		1,054,894.387		9.67		10,200,829
Band 33		192,887.395		9.63		1,857,506
Band 34		314,996.009		9.60		3,023,962
Band 35		2,686.556		9.96		26,758
Band 36		11,847.896		9.92		117,531
Band 38		51,178.890		9.91		507,183
Band 40		8,407.800		9.84		82,733

		9,762,449.898			$	95,479,845

280

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 4
Contracts in accumulation period:
Band 6		41,289.887	$	10.31	$	425,699
Band 9		670,352.037		10.27		6,884,515
Band 10		92,568.288		10.26		949,751
Band 12		5,999.655		10.24		61,436
Band 13		100,289.395		10.23		1,025,961
Band 15		123,078.353		10.20		1,255,399
Band 19		188,898.309		10.15		1,917,318
Band 20		29,601.023		10.22		302,522
Band 21		59,341.964		10.20		605,288
Band 26		645,506.508		10.39		6,706,813
Band 27		225,206.998		10.34		2,328,640
Band 28		100,332.198		10.31		1,034,425
Band 29		1,499,777.155		10.30		15,447,705
Band 30		594,915.670		10.24		6,091,936
Band 31		302,344.678		10.21		3,086,939
Band 32		671,262.757		10.16		6,820,030
Band 33		259,983.015		10.12		2,631,028
Band 34		115,624.509		10.09		1,166,651
Band 35		6,570.850		10.43		68,534
Band 36		36,917.872		10.39		383,577
Band 38		21,681.602		10.38		225,055
Band 39		6,827.713		10.35		70,667
Band 40		4,054.690		10.32		41,844
Band 44		47,972.946		10.15		486,925
Band 45		54,777.969		10.12		554,353

		5,905,176.041			$	60,573,011

281

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 5
Contracts in accumulation period:
Band 6		48,914.442	$	10.55	$	516,047
Band 9		505,123.095		10.51		5,308,844
Band 10		164,153.121		10.51		1,725,249
Band 13		746.635		10.48		7,825
Band 15		18,719.620		10.46		195,807
Band 19		211,307.055		10.41		2,199,706
Band 20		18,256.296		10.47		191,143
Band 21		43,065.685		10.45		450,036
Band 26		310,845.473		10.62		3,301,179
Band 27		48,665.120		10.57		514,390
Band 28		35,191.370		10.55		371,269
Band 29		1,059,608.271		10.54		11,168,271
Band 30		582,103.118		10.49		6,106,262
Band 31		136,647.871		10.46		1,429,337
Band 32		36,203.455		10.42		377,240
Band 33		59,748.902		10.38		620,194
Band 34		7,599.674		10.36		78,733
Band 35		11,174.243		10.66		119,117
Band 38		14,841.442		10.61		157,468
Band 39		6,147.431		10.58		65,040
Band 40		14,570.827		10.56		153,868
Band 44		159,444.395		10.38		1,655,033
Band 45		36,376.519		10.35		376,497

		3,529,454.060			$	37,088,555

282

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Band 6		5,771.388	$	10.15	$	58,580
Band 9		350,649.701		10.12		3,548,575
Band 10		88,419.081		10.11		893,917
Band 12		1,502.757		10.10		15,178
Band 13		12,896.453		10.09		130,125
Band 15		32,636.263		10.07		328,647
Band 19		90,205.257		10.03		904,759
Band 20		22,663.280		10.09		228,673
Band 21		51,670.041		10.07		520,317
Band 26		566,683.241		10.21		5,785,836
Band 27		156,021.411		10.17		1,586,738
Band 28		79,396.755		10.15		805,877
Band 29		1,389,607.771		10.14		14,090,623
Band 30		551,446.176		10.10		5,569,606
Band 31		346,980.796		10.08		3,497,566
Band 32		144,527.679		10.04		1,451,058
Band 33		45,210.893		10.01		452,561
Band 34		88,669.199		10.00		886,692
Band 35		3,388.961		10.24		34,703
Band 38		43,495.699		10.20		443,656
Band 39		21,461.704		10.17		218,266
Band 44		21,184.474		10.01		212,057
Band 45		58,739.783		9.99		586,810

		4,173,228.763			$	42,250,820

283

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 7
Contracts in accumulation period:
Band 6		2,635.194	$	10.04	$	26,457
Band 9		353,420.392		10.02		3,541,272
Band 10		74,952.773		10.02		751,027
Band 13		251,943.067		10.00		2,519,431
Band 15		63,479.849		9.98		633,529
Band 19		32,444.030		9.95		322,818
Band 20		10,029.671		9.99		100,196
Band 21		47,495.446		9.98		474,005
Band 26		309,810.018		10.09		3,125,983
Band 27		51,319.756		10.06		516,277
Band 28		35,910.274		10.04		360,539
Band 29		1,264,639.717		10.04		12,696,983
Band 30		416,517.879		10.00		4,165,179
Band 31		185,687.342		9.99		1,855,017
Band 32		68,125.939		9.96		678,534
Band 33		114,558.856		9.94		1,138,715
Band 34		229,065.706		9.92		2,272,332
Band 35		411.025		10.11		4,155
Band 38		70,007.183		10.09		706,372
Band 44		68,095.672		9.93		676,190
Band 45		25,370.269		9.92		251,673

		3,675,920.058			$	36,816,684

284

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Band 6		208.773	$	10.08	$	2,104
Band 9		127,850.409		10.07		1,287,454
Band 10		91,170.422		10.06		917,174
Band 13		4,188.619		10.05		42,096
Band 15		28,264.141		10.04		283,772
Band 19		34,806.221		10.01		348,410
Band 20		8,412.590		10.05		84,547
Band 21		15,396.081		10.03		154,423
Band 26		275,665.055		10.12		2,789,730
Band 27		53,179.921		10.10		537,117
Band 28		5,362.449		10.08		54,053
Band 29		551,838.407		10.08		5,562,531
Band 30		90,459.854		10.05		909,122
Band 31		133,331.783		10.04		1,338,651
Band 32		19,665.622		10.02		197,050
Band 33		3,146.163		10.00		31,462
Band 34		845.004		9.99		8,442
Band 35		20,294.198		10.14		205,783
Band 38		15,374.782		10.12		155,593
Band 44		17,836.226		10.00		178,362
Band 45		7,193.994		9.99		71,868

		1,504,490.714			$	15,159,744

285

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 9
Contracts in accumulation period:
Band 9		70,352.553	$	9.95	$	700,008
Band 10		27,305.769		9.95		271,692
Band 13		4,195.615		9.94		41,704
Band 14		9,971.670		9.94		99,118
Band 15		10,443.570		9.93		103,705
Band 19		13,515.383		9.92		134,073
Band 20		6,623.503		9.94		65,838
Band 21		4,270.167		9.93		42,403
Band 26		271,021.642		9.99		2,707,506
Band 27		74,925.834		9.97		747,011
Band 28		65,365.509		9.96		651,040
Band 29		649,355.421		9.96		6,467,580
Band 30		143,376.442		9.94		1,425,162
Band 31		186,989.530		9.94		1,858,676
Band 32		37,816.380		9.92		375,138
Band 33		24,754.542		9.91		245,318
Band 34		412.244		9.90		4,081
Band 35		18,687.268		10.00		186,873
Band 39		14,357.964		9.98		143,292
Band 44		14,294.314		9.91		141,657
Band 45		8,448.902		9.90		83,644

		1,656,484.222			$	16,495,519


ING GET U.S. Core Portfolio - Series 10
Contracts in accumulation period:
Band 9		139,337.469	$	9.97	$	1,389,195
Band 10		91,183.965		9.96		908,192
Band 13		41,500.535		9.96		413,345
Band 15		3,496.822		9.95		34,793
Band 19		93,083.209		9.95		926,178
Band 20		3,208.495		9.96		31,957
Band 21		505.237		9.95		5,027
Band 26		135,727.959		9.99		1,355,922
Band 27		4,445.184		9.98		44,363
Band 28		32,472.008		9.97		323,746
Band 29		297,853.592		9.97		2,969,600
Band 30		77,873.616		9.96		775,621
Band 31		269,046.878		9.96		2,679,707
Band 32		27,123.464		9.95		269,878
Band 33		14,385.919		9.94		142,996
Band 34		2,914.888		9.94		28,974
Band 35		19,558.674		9.99		195,391
Band 38		52.173		9.98		521
Band 45		1,079.478		9.93		10,719

		1,254,849.565			$	12,506,125

286

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Band 9		14,343.065	$	10.01	$	143,574
Band 10		18,028.050		10.01		180,461
Band 26		11,286.590		10.02		113,092
Band 28		19,129.382		10.01		191,485
Band 29		27,130.057		10.01		271,572
Band 31		58,156.901		10.01		582,151
Band 39		1.369		10.02		14

		148,075.414			$	1,482,349

287

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value

ING VP Global Equity Dividend Portfolio
Contracts in accumulation period:
Band 2		5,235.505	$	7.53	$	39,423
Band 4		29,708.171		7.43		220,732
Band 5		79,107.570		7.41		586,187
Band 6		833,236.341		7.36		6,132,619
Band 7		1,265,018.644		7.34		9,285,237
Band 8		174,370.408		7.30		1,272,904
Band 9		100,009.085		7.28		728,066
Band 10		643,891.992		7.26		4,674,656
Band 11		415,853.749		7.24		3,010,781
Band 12		417,381.091		7.22		3,013,491
Band 13		883,387.962		7.20		6,360,393
Band 14		1,422,322.183		7.15		10,169,604
Band 15		119,498.140		7.13		852,022
Band 16		30,525.037		7.09		216,423
Band 17		493,088.866		7.07		3,486,138
Band 18		27,211.862		7.05		191,844
Band 19		112,234.652		7.01		786,765
Band 20		673,065.833		7.18		4,832,613
Band 21		181,423.934		7.11		1,289,924
Band 25		20,094.224		7.58		152,314
Band 26		34,461.939		7.56		260,532
Band 27		28,115.961		7.43		208,902
Band 28		4,137.054		7.36		30,449
Band 29		73,358.883		7.34		538,454
Band 30		21,646.066		7.22		156,285
Band 31		37,143.997		7.15		265,580
Band 32		14,220.953		7.03		99,973
Band 33		43,665.898		6.95		303,478
Band 34		1,507.610		6.89		10,387
Band 41		106.065		12.19		1,293
Band 42		46.068		12.13		559
Band 43		7,310.833		12.09		88,388
Band 44		59.209		11.02		652
Band 45		3,154.462		10.87		34,289
Band 46		57,868.101		10.38		600,671
Band 47		24,446.473		10.37		253,510

		8,277,914.821			$	60,155,538


ING VP Global Science and Technology Portfolio - Class S
Contracts in accumulation period:
Band 35		3,984.337	$	12.87	$	51,278
Band 36		519.416		12.85		6,674
Band 37		446.890		12.84		5,738
Band 38		494.616		12.85		6,356
Band 40		649.728		12.82		8,330

		6,094.987			$	78,376

288

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Growth Portfolio - Class S
Contracts in accumulation period:
Band 35		18,522.914	$	10.30	$	190,786
Band 38		6,753.416		13.13		88,672
Band 40		439.941		13.02		5,728

		25,716.271			$	285,186

289

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Index Plus LargeCap Portfolio - Class S
Contracts in accumulation period:
Band 2		9,556.583	$	10.30	$	98,433
Band 4		34,129.628		10.19		347,781
Band 5		56,423.487		10.17		573,827
Band 6		1,549,700.985		10.12		15,682,974
Band 7		1,565,899.862		10.10		15,815,589
Band 8		506,319.941		10.05		5,088,515
Band 9		298,884.607		10.03		2,997,813
Band 10		1,717,453.859		10.01		17,191,713
Band 11		417,442.059		9.98		4,166,072
Band 12		299,597.550		9.96		2,983,992
Band 13		1,190,341.333		9.94		11,831,993
Band 14		2,196,980.732		9.89		21,728,139
Band 15		747,104.348		9.87		7,373,920
Band 16		59,561.888		9.83		585,493
Band 17		1,457,387.880		9.80		14,282,401
Band 18		39,673.305		9.78		388,005
Band 19		239,402.637		9.74		2,331,782
Band 20		1,140,504.737		9.92		11,313,807
Band 21		294,454.801		9.85		2,900,380
Band 26		407,086.032		10.33		4,205,199
Band 27		136,307.509		10.19		1,388,974
Band 28		65,452.298		10.12		662,377
Band 29		563,148.758		10.10		5,687,802
Band 30		263,048.096		9.96		2,619,959
Band 31		127,325.504		9.89		1,259,249
Band 32		69,108.962		9.76		674,503
Band 33		37,017.869		9.67		357,963
Band 34		102,785.788		9.61		987,771
Band 35		699,497.567		10.42		7,288,765
Band 36		43,388.797		10.33		448,206
Band 37		2,653.864		10.26		27,229
Band 38		180,449.931		13.05		2,354,872
Band 39		75,466.300		12.99		980,307
Band 40		15,362.267		12.94		198,788
Band 41		99,977.741		12.30		1,229,726
Band 42		27,730.042		12.25		339,693
Band 43		89,138.615		12.20		1,087,491
Band 44		4,080.568		11.08		45,213
Band 45		56,446.577		10.97		619,219
Band 46		262,579.534		10.37		2,722,950
Band 47		87,670.862		10.35		907,393

		17,236,543.703			$	173,776,278

290

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Index Plus MidCap Portfolio - Class S
Contracts in accumulation period:
Band 2		1,919.780	$	12.39	$	23,786
Band 4		105,445.322		13.90		1,465,690
Band 5		22,278.388		14.03		312,566
Band 6		1,371,261.618		12.31		16,880,231
Band 7		881,060.846		13.94		12,281,988
Band 8		617,686.798		12.28		7,585,194
Band 9		495,372.359		13.84		6,855,953
Band 10		1,374,932.831		11.91		16,375,450
Band 11		418,819.787		12.25		5,130,542
Band 12		138,848.129		12.24		1,699,501
Band 13		577,023.902		13.72		7,916,768
Band 14		1,171,751.280		12.21		14,307,083
Band 15		636,374.174		13.63		8,673,780
Band 16		24,684.853		12.18		300,662
Band 17		1,340,319.327		12.17		16,311,686
Band 18		6,524.493		12.16		79,338
Band 19		77,270.027		11.78		910,241
Band 20		679,264.630		11.87		8,062,871
Band 21		262,578.793		11.84		3,108,933
Band 26		530,495.877		14.26		7,564,871
Band 27		173,737.629		14.06		2,442,751
Band 28		68,277.954		13.97		953,843
Band 29		656,156.265		13.94		9,146,818
Band 30		380,648.854		13.75		5,233,922
Band 31		215,751.470		13.65		2,945,008
Band 32		86,113.703		13.48		1,160,813
Band 33		52,557.188		13.35		701,638
Band 34		94,058.606		13.26		1,247,217
Band 35		317,558.791		14.39		4,569,671
Band 36		23,307.690		14.26		332,368
Band 37		7,027.066		14.16		99,503
Band 38		180,342.522		15.01		2,706,941
Band 39		45,744.380		14.94		683,421
Band 40		14,911.110		14.88		221,877
Band 41		73,789.523		13.74		1,013,868
Band 42		41,653.583		13.67		569,404
Band 43		109,668.405		13.62		1,493,684
Band 44		23,761.855		12.09		287,281
Band 45		71,432.174		11.70		835,756
Band 46		399,715.208		11.09		4,432,842
Band 47		66,615.172		11.08		738,096

		13,836,742.362			$	177,663,856

291

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Index Plus SmallCap Portfolio - Class S
Contracts in accumulation period:
Band 2		7,504.104	$	12.49	$	93,726
Band 4		89,405.401		14.10		1,260,616
Band 5		15,602.924		14.73		229,831
Band 6		1,076,171.646		12.41		13,355,290
Band 7		718,706.586		14.63		10,514,677
Band 8		430,599.141		12.38		5,330,817
Band 9		392,596.789		14.53		5,704,431
Band 10		1,104,253.834		11.96		13,206,876
Band 11		332,295.931		12.34		4,100,532
Band 12		147,078.296		12.33		1,813,475
Band 13		572,793.077		14.40		8,248,220
Band 14		1,018,543.470		12.30		12,528,085
Band 15		487,498.481		14.30		6,971,228
Band 16		23,752.487		12.27		291,443
Band 17		1,166,092.359		12.26		14,296,292
Band 18		12,918.135		12.25		158,247
Band 19		133,947.297		11.84		1,585,936
Band 20		509,166.920		11.92		6,069,270
Band 21		222,003.422		11.89		2,639,621
Band 26		388,228.762		14.97		5,811,785
Band 27		136,962.860		14.76		2,021,572
Band 28		49,912.122		14.66		731,712
Band 29		460,193.448		14.63		6,732,630
Band 30		255,220.977		14.43		3,682,839
Band 31		176,453.392		14.34		2,530,342
Band 32		60,360.669		14.15		854,103
Band 33		24,625.008		14.02		345,243
Band 34		72,603.067		13.93		1,011,361
Band 35		158,912.812		15.10		2,399,583
Band 36		9,741.867		14.97		145,836
Band 37		835.804		14.87		12,428
Band 38		109,257.577		15.36		1,678,196
Band 39		17,732.918		15.29		271,136
Band 40		2,836.056		15.23		43,193
Band 41		78,548.489		13.93		1,094,180
Band 42		38,221.539		13.87		530,133
Band 43		120,690.595		13.82		1,667,944
Band 44		8,497.907		12.19		103,589
Band 45		54,005.824		11.75		634,568
Band 46		317,416.185		10.69		3,393,179
Band 47		65,583.970		10.68		700,437

		11,067,772.148			$	144,794,602

292

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP International Equity Portfolio - Class S
Contracts in accumulation period:
Band 35		15,475.555	$	12.77	$	197,623
Band 36		1,546.360		12.67		19,592
Band 38		8,045.978		16.28		130,989
Band 40		273.634		16.14		4,416

		25,341.527			$	352,620


ING VP Small Company Portfolio - Class S
Contracts in accumulation period:
Band 35		39,461.514	$	12.78	$	504,318
Band 36		1,625.347		12.68		20,609
Band 37		2,161.509		12.60		27,235
Band 38		29,546.008		14.57		430,485
Band 39		18,321.410		14.50		265,660
Band 40		3,143.212		14.45		45,419

		94,259.000			$	1,293,726

293

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Value Opportunity Portfolio - Class S
Contracts in accumulation period:
Band 2		5,578.798	$	9.94	$	55,453
Band 4		12,290.024		12.67		155,715
Band 5		17,485.500		9.22		161,216
Band 6		309,725.817		9.94		3,078,675
Band 7		502,322.866		9.16		4,601,277
Band 8		27,221.196		9.93		270,306
Band 9		79,461.960		9.10		723,104
Band 10		175,994.371		11.22		1,974,657
Band 11		180,768.415		9.93		1,795,030
Band 12		101,381.658		9.93		1,006,720
Band 13		259,484.678		9.01		2,337,957
Band 14		302,325.657		9.93		3,002,094
Band 15		54,685.456		8.95		489,435
Band 16		12,876.172		9.93		127,860
Band 17		67,749.519		9.93		672,753
Band 18		8,159.638		9.93		81,025
Band 19		15,537.960		11.11		172,627
Band 20		166,537.131		11.18		1,861,885
Band 21		35,525.164		11.16		396,461
Band 25		1,253.098		9.94		12,456
Band 26		117,121.588		9.37		1,097,429
Band 27		60,117.619		9.24		555,487
Band 28		31,203.647		9.18		286,449
Band 29		129,432.188		9.16		1,185,599
Band 30		87,968.517		9.03		794,356
Band 31		39,022.292		8.97		350,030
Band 32		6,580.853		8.85		58,241
Band 33		9,869.515		8.77		86,556
Band 34		26,293.518		8.72		229,279
Band 35		26,676.159		9.45		252,090
Band 36		2,505.237		9.37		23,474
Band 38		4,170.255		13.20		55,047
Band 39		1,858.657		13.13		24,404
Band 40		992.998		13.08		12,988
Band 41		3,546.698		12.52		44,405
Band 42		858.677		12.46		10,699
Band 43		39,818.309		12.41		494,145
Band 45		498.215		11.13		5,545

		2,924,900.020			$	28,542,929

294

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Convertible Portfolio - Class S
Contracts in accumulation period:
Band 4		4,486.570	$	11.95	$	53,615
Band 7		10,469.595		12.73		133,278
Band 9		62,310.937		12.64		787,610
Band 10		12,538.144		10.30		129,143
Band 13		14,093.393		12.53		176,590
Band 15		28,075.051		12.44		349,254
Band 19		10,471.692		10.19		106,707
Band 20		2,559.484		10.27		26,286
Band 21		35,129.866		10.24		359,730
Band 26		113,769.721		13.02		1,481,282
Band 27		41,060.904		12.84		527,222
Band 28		4,203.504		12.76		53,637
Band 29		100,109.852		12.73		1,274,398
Band 30		47,299.027		12.56		594,076
Band 31		39,008.808		12.47		486,440
Band 32		19,920.246		12.31		245,218
Band 33		3,545.775		12.20		43,258
Band 34		11,714.829		12.11		141,867
Band 41		57,043.368		11.81		673,682
Band 42		7,655.686		11.76		90,031
Band 43		11,923.513		11.72		139,744
Band 44		3,453.403		10.31		35,605
Band 45		3,330.841		10.22		34,041

		644,174.209			$	7,942,714

295

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Financial Services Portfolio - Class S
Contracts in accumulation period:
Band 3	557.777	$	11.78	$	6,571
Band 4	13,939.872		11.80		164,490
Band 5	14,947.584		11.79		176,232
Band 6	842,639.815		11.77		9,917,871
Band 7	900,389.983		11.76		10,588,586
Band 8	167,480.347		11.74		1,966,219
Band 9	62,290.121		11.73		730,663
Band 10	515,128.516		11.72		6,037,306
Band 11	425,405.040		11.71		4,981,493
Band 12	234,726.196		11.71		2,748,644
Band 13	484,009.692		11.70		5,662,913
Band 14	950,475.658		11.68		11,101,556
Band 15	123,785.356		11.67		1,444,575
Band 16	51,981.682		11.65		605,587
Band 17	499,792.808		11.64		5,817,588
Band 18	6,484.276		11.63		75,412
Band 19	50,333.962		11.60		583,874
Band 20	601,346.288		11.68		7,023,725
Band 21	81,198.628		11.65		945,964
Band 25	3,672.208		11.87		43,589
Band 26	88,257.851		11.86		1,046,738
Band 27	19,386.694		11.80		228,763
Band 28	5,487.106		11.77		64,583
Band 29	75,199.599		11.76		884,347
Band 30	24,718.717		11.70		289,209
Band 31	41,177.152		11.67		480,537
Band 32	933.690		11.62		10,849
Band 33	2,148.944		11.58		24,885
Band 34	18,708.716		11.55		216,086
Band 35	849.404		11.64		9,887
Band 36	1,674.802		11.62		19,461
Band 37	668.488		11.61		7,761
Band 38	833.173		11.62		9,681
Band 41	18,650.993		11.71		218,403
Band 42	2,878.310		11.67		33,590
Band 43	10,707.052		11.64		124,630
Band 45	30,006.716		11.53		345,977
Band 46	121,967.596		10.71		1,306,273
Band 47	4,858.155		10.69		51,934

	6,499,698.967			$	75,996,452

296

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP International Value Portfolio - Class S
Contracts in accumulation period:
Band 35		92,086.455	$	13.71	$	1,262,505
Band 36		18,570.420		13.60		252,558
Band 37		2,352.586		13.52		31,807
Band 38		64,181.783		15.08		967,861
Band 39		19,031.595		15.00		285,474
Band 40		3,079.227		14.95		46,034

		199,302.066			$	2,846,239


ING VP LargeCap Growth Portfolio - Class S
Contracts in accumulation period:
Band 9		5,496.523	$	9.07	$	49,853
Band 13		1,260.891		8.99		11,335
Band 15		2,308.965		8.93		20,619
Band 26		65,959.072		9.34		616,058
Band 27		34,596.360		9.21		318,632
Band 28		5,733.533		9.15		52,462
Band 29		39,123.349		9.13		357,196
Band 30		20,535.615		9.01		185,026
Band 31		12,393.588		8.94		110,799
Band 32		78.359		8.83		692
Band 33		801.841		8.75		7,016
Band 34		314.049		8.69		2,729
Band 35		286.192		11.46		3,280

		188,888.337			$	1,735,697

297

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP MidCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Band 4		1,013.258	$	8.22	$	8,329
Band 5		19,598.206		8.20		160,705
Band 6		457,357.756		8.17		3,736,613
Band 7		658,675.833		8.15		5,368,208
Band 8		74,612.496		8.11		605,107
Band 9		23,432.818		8.09		189,572
Band 10		307,953.585		8.07		2,485,185
Band 11		219,579.365		8.05		1,767,614
Band 12		176,312.049		8.03		1,415,786
Band 13		307,229.865		8.01		2,460,911
Band 14		719,740.129		7.97		5,736,329
Band 15		45,902.499		7.95		364,925
Band 16		18,985.981		7.92		150,369
Band 17		235,556.832		7.90		1,860,899
Band 18		14,331.049		7.88		112,929
Band 19		59,292.768		7.84		464,855
Band 20		413,074.212		7.99		3,300,463
Band 21		44,225.899		7.94		351,154
Band 25		3,654.763		8.36		30,554
Band 35		34,310.350		11.84		406,235
Band 38		5,662.888		13.99		79,224
Band 39		31.598		13.92		440
Band 40		508.192		13.87		7,049
Band 46		16,674.745		10.94		182,422
Band 47		1,801.486		10.92		19,672

		3,859,518.622			$	31,265,549


ING VP Real Estate Portfolio - Class S
Contracts in accumulation period:
Band 35		25,807.045	$	11.59	$	299,104
Band 36		9,921.896		11.58		114,896
Band 37		2,859.067		11.56		33,051
Band 38		9,409.876		11.57		108,872
Band 39		6,246.870		11.56		72,214

		54,244.754			$	628,137

298

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Band 2		7,600.206	$	7.48	$	56,850
Band 4		15,169.265		7.39		112,101
Band 5		145,129.602		7.37		1,069,605
Band 6		2,164,619.604		7.34		15,888,308
Band 7		2,459,626.348		7.32		18,004,465
Band 8		434,881.559		7.28		3,165,938
Band 9		104,908.982		7.27		762,688
Band 10		1,407,648.966		7.25		10,205,455
Band 11		681,239.138		7.23		4,925,359
Band 12		678,759.366		7.22		4,900,643
Band 13		1,411,611.947		7.20		10,163,606
Band 14		2,509,631.461		7.16		17,968,961
Band 15		160,034.548		7.15		1,144,247
Band 16		48,883.347		7.11		347,561
Band 17		1,049,459.163		7.10		7,451,160
Band 18		48,404.147		7.08		342,701
Band 19		161,316.206		7.05		1,137,279
Band 20		1,408,556.040		7.18		10,113,432
Band 21		241,147.414		7.13		1,719,381
Band 25		62,390.866		7.51		468,555
Band 26		154.649		12.02		1,859
Band 27		1,414.425		11.99		16,959
Band 28		149.057		11.98		1,786
Band 29		10,623.068		11.98		127,264
Band 30		4,439.208		11.95		53,049
Band 31		1,177.816		11.94		14,063
Band 34		234.478		11.88		2,786
Band 35		25,335.635		7.57		191,791
Band 38		4,273.281		14.11		60,296
Band 39		31.452		14.04		442
Band 41		1,411.002		11.95		16,861
Band 43		901.555		11.92		10,747
Band 44		397.049		11.89		4,721
Band 45		320.310		11.88		3,805
Band 46		164,649.377		10.89		1,793,032
Band 47		19,195.133		10.87		208,651

		15,435,725.670			$	112,456,407

299

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Balanced Portfolio - Class S
Contracts in accumulation period:
Band 35		103,794.401	$	12.67	$	1,315,075
Band 36		5,025.043		12.60		63,316
Band 37		13,357.336		12.55		167,635
Band 38		119,146.099		12.28		1,463,114
Band 39		10,587.666		12.22		129,381
Band 40		2,547.943		12.18		31,034

		254,458.488			$	3,169,555

300

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ING VP Intermediate Bond Portfolio - Class S
Contracts in accumulation period:
Band 1		8,939.209	$	11.91	$	106,466
Band 2		27,115.266		11.82		320,502
Band 3		397.291		11.67		4,636
Band 4		92,532.187		11.71		1,083,552
Band 5		145,882.423		11.69		1,705,366
Band 6		3,506,748.167		11.65		40,853,616
Band 7		4,187,264.542		11.63		48,697,887
Band 8		1,037,954.288		11.58		12,019,511
Band 9		250,031.833		11.56		2,890,368
Band 10		3,017,045.791		11.54		34,816,708
Band 11		2,434,132.201		11.52		28,041,203
Band 12		453,905.553		11.50		5,219,914
Band 13		2,290,174.362		11.48		26,291,202
Band 14		3,012,574.724		11.43		34,433,729
Band 15		464,500.394		11.41		5,299,949
Band 16		137,729.145		11.37		1,565,980
Band 17		1,271,535.761		11.35		14,431,931
Band 18		134,888.036		11.33		1,528,281
Band 19		181,271.231		11.29		2,046,552
Band 20		1,965,087.141		11.46		22,519,899
Band 21		176,739.041		11.39		2,013,058
Band 25		40,486.407		11.87		480,574
Band 26		99,175.796		10.13		1,004,651
Band 27		157,184.657		10.11		1,589,137
Band 28		1,841.044		10.10		18,595
Band 29		88,256.439		10.10		891,390
Band 30		58,208.725		10.08		586,744
Band 31		38,901.677		10.06		391,351
Band 32		11,842.292		10.04		118,897
Band 33		1,074.763		10.03		10,780
Band 34		334.449		10.02		3,351
Band 35		207,458.326		11.93		2,474,978
Band 36		48,113.966		11.84		569,669
Band 37		4,476.262		11.78		52,730
Band 38		169,267.298		10.93		1,850,092
Band 39		45,660.843		10.87		496,333
Band 40		16,933.526		10.83		183,390
Band 41		17,931.887		10.08		180,753
Band 42		9,741.578		10.06		98,000
Band 43		28,438.425		10.05		285,806
Band 44		300.702		10.02		3,013
Band 45		460.947		10.01		4,614
Band 46		325,330.033		10.06		3,272,820
Band 47		37,650.651		10.04		378,013

		26,205,519.279			$	300,835,991

301

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Colonial Small Cap Value Fund VS Class B
Contracts in accumulation period:
Band 2		2,046.582	$	11.40	$	23,331
Band 4		12,301.101		17.48		215,023
Band 5		25,357.777		17.45		442,493
Band 6		3,133,417.233		17.41		54,552,794
Band 7		2,219,860.627		17.38		38,581,178
Band 8		870,781.152		17.34		15,099,345
Band 9		158,295.302		17.31		2,740,092
Band 10		2,694,430.730		17.29		46,586,707
Band 11		917,288.479		17.27		15,841,572
Band 12		467,852.181		17.24		8,065,772
Band 13		1,123,510.476		17.22		19,346,850
Band 14		2,978,690.842		17.17		51,144,122
Band 15		649,072.826		17.15		11,131,599
Band 16		83,116.847		17.10		1,421,298
Band 17		1,937,118.078		17.08		33,085,977
Band 18		25,624.792		17.06		437,159
Band 19		162,864.900		17.01		2,770,332
Band 20		1,875,439.868		17.20		32,257,566
Band 21		142,657.115		17.13		2,443,716
Band 26		47,910.149		11.40		546,176
Band 27		2,730.706		11.38		31,075
Band 28		1,965.042		11.36		22,323
Band 29		101,862.601		11.36		1,157,159
Band 30		34,235.364		11.33		387,887
Band 31		11,596.888		11.32		131,277
Band 32		5,393.279		11.30		60,944
Band 34		1,642.106		11.27		18,507
Band 41		6,102.220		11.34		69,199
Band 42		2,270.693		11.32		25,704
Band 43		8,674.876		11.31		98,113
Band 44		6,225.754		11.28		70,227
Band 45		3,609.748		11.27		40,682
Band 46		874,474.060		10.61		9,278,170
Band 47		72,090.381		10.59		763,437

		20,660,510.775			$	348,887,806


Oppenheimer Main Street Small Cap Fund®/VA - Service Class
Contracts in accumulation period:
Band 35		2,470.556	$	16.97	$	41,925
Band 36		1,918.282		16.95		32,515
Band 37		123.406		16.93		2,089
Band 38		824.788		16.95		13,980

		5,337.032			$	90,509

302

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


PIMCO Real Return Portfolio - Admin Class
Contracts in accumulation period:
Band 35		18,256.314	$	10.05	$	183,476
Band 36		7,578.912		10.04		76,092
Band 37		3,822.818		10.03		38,343
Band 38		4,131.091		10.03		41,435
Band 39		1,270.727		10.02		12,733

		35,059.862			$	352,079


PIMCO StocksPLUS® Growth and Income Admin Class
Contracts in accumulation period:
Band 1		393.416	$	12.09	$	4,756
Band 2		32,215.036		11.90		383,359
Band 3		1,281.415		11.58		14,839
Band 4		86,454.176		11.67		1,008,920
Band 5		114,451.512		11.63		1,331,071
Band 6		2,243,289.860		11.54		25,887,565
Band 7		1,228,776.380		11.49		14,118,641
Band 8		1,697,174.290		11.40		19,347,787
Band 9		263,459.261		11.36		2,992,897
Band 10		500,966.405		11.32		5,670,940
Band 11		2,877,453.573		11.27		32,428,902
Band 12		516,142.090		11.23		5,796,276
Band 13		1,024,177.089		11.18		11,450,300
Band 14		1,220,547.612		11.10		13,548,078
Band 16		5,680.855		10.97		62,319
Band 17		212,809.704		10.92		2,323,882
Band 18		38,070.437		10.88		414,206
Band 19		65,319.505		10.80		705,451
Band 20		208,067.487		11.14		2,317,872
Band 21		52,583.469		11.01		578,944
Band 25		8,161.920		11.99		97,861

		12,397,475.492			$	140,484,866


Pioneer Equity-Income VCT Portfolio - Class II
Contracts in accumulation period:
Band 35		134,597.759	$	12.12	$	1,631,325
Band 36		30,986.249		12.03		372,765
Band 37		9,715.327		11.95		116,098
Band 38		59,289.326		13.62		807,521
Band 39		31,852.381		13.55		431,600
Band 40		5,174.305		13.50		69,853

		271,615.347			$	3,429,162

303

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Pioneer Small Company VCT Portfolio - Class II
Contracts in accumulation period:
Band 4		17,500.671	$	11.93	$	208,783
Band 7		3,790.015		10.79		40,894
Band 9		64,699.028		10.72		693,574
Band 10		14,342.963		10.73		153,900
Band 13		18,076.269		10.62		191,970
Band 15		38,299.336		10.55		404,058
Band 19		6,310.803		10.62		67,021
Band 20		6,005.944		10.69		64,204
Band 21		17,893.295		10.66		190,743
Band 26		78,273.779		11.04		864,143
Band 27		58,670.158		10.89		638,918
Band 28		6,655.884		10.82		72,017
Band 29		122,538.180		10.79		1,322,187
Band 30		61,124.285		10.65		650,974
Band 31		71,438.387		10.58		755,818
Band 32		21,002.164		10.44		219,263
Band 33		6,569.378		10.34		67,927
Band 34		17,292.963		10.27		177,599
Band 41		4,187.067		11.79		49,366
Band 42		1,315.267		11.74		15,441
Band 43		8,725.668		11.70		102,090
Band 44		2,291.298		10.91		24,998
Band 45		2,043.682		10.75		21,970

		649,046.484			$	6,997,858

304

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ProFund VP Bull
Contracts in accumulation period:
Band 2		5,377.252	$	9.15	$	49,202
Band 4		18,381.702		9.04		166,171
Band 5		30,093.711		9.02		271,445
Band 6		939,624.847		8.98		8,437,831
Band 7		2,472,450.697		8.95		22,128,434
Band 8		372,890.579		8.91		3,322,455
Band 9		87,304.846		8.89		776,140
Band 10		276,280.423		8.87		2,450,607
Band 11		413,814.139		8.85		3,662,255
Band 12		304,921.682		8.83		2,692,458
Band 13		743,586.014		8.81		6,550,993
Band 14		1,504,578.433		8.76		13,180,107
Band 15		45,664.759		8.74		399,110
Band 16		162,382.608		8.70		1,412,729
Band 17		226,832.406		8.68		1,968,905
Band 18		39,893.747		8.66		345,480
Band 19		58,257.621		8.62		502,181
Band 20		503,432.312		8.79		4,425,170
Band 21		29,253.797		8.72		255,093
Band 25		17,836.452		9.19		163,917
Band 26		4,856.917		9.17		44,538
Band 27		1,273.003		9.04		11,508
Band 28		3,289.536		8.97		29,507
Band 29		48,020.495		8.95		429,783
Band 30		5,893.942		8.83		52,044
Band 31		22,903.787		8.76		200,637
Band 32		2,171.005		8.64		18,757
Band 33		8,367.457		8.56		71,625
Band 34		3,283.713		8.50		27,912
Band 41		2,541.610		11.82		30,042
Band 43		3,147.480		11.72		36,888
Band 45		26.210		10.60		278
Band 46		20,851.633		10.15		211,644

		8,379,484.815			$	74,325,846

305

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ProFund VP Europe 30
Contracts in accumulation period:
Band 2		3,169.294	$	10.13	$	32,105
Band 4		2,689.657		10.02		26,950
Band 5		24,845.161		9.99		248,203
Band 6		492,243.456		9.94		4,892,900
Band 7		603,120.610		9.92		5,982,956
Band 8		126,063.462		9.87		1,244,246
Band 9		69,529.315		9.85		684,864
Band 10		204,700.771		9.83		2,012,209
Band 11		242,494.888		9.80		2,376,450
Band 12		186,918.847		9.78		1,828,066
Band 13		237,235.191		9.76		2,315,415
Band 14		593,071.201		9.71		5,758,721
Band 15		97,624.496		9.69		945,981
Band 16		182,451.921		9.64		1,758,837
Band 17		257,430.928		9.62		2,476,486
Band 18		2,297.449		9.60		22,056
Band 19		41,281.925		9.55		394,242
Band 20		242,500.668		9.73		2,359,532
Band 21		41,162.143		9.66		397,626
Band 25		546.907		10.18		5,568
Band 26		10,342.341		10.16		105,078
Band 27		244.749		10.01		2,450
Band 28		4,229.732		9.94		42,044
Band 29		30,722.427		9.92		304,766
Band 30		5,031.470		9.78		49,208
Band 31		7,231.958		9.71		70,222
Band 32		1,571.610		9.58		15,056
Band 33		11,884.400		9.49		112,783
Band 34		6,507.943		9.42		61,305
Band 41		960.333		14.43		13,858
Band 42		2,627.556		14.36		37,732
Band 43		2,711.660		14.31		38,804
Band 45		12,193.951		11.34		138,279
Band 46		51,656.193		10.64		549,622
Band 47		7,101.557		10.62		75,419

		3,806,396.170			$	37,380,039

306

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ProFund VP Rising Rates Opportunity
Contracts in accumulation period:
Band 2		5,023.045	$	7.54	$	37,874
Band 4		29,959.505		7.50		224,696
Band 5		7,351.534		7.49		55,063
Band 6		1,016,830.904		7.47		7,595,727
Band 7		766,102.954		7.46		5,715,128
Band 8		351,389.745		7.45		2,617,854
Band 9		84,051.763		7.44		625,345
Band 10		692,647.778		7.43		5,146,373
Band 11		438,175.442		7.42		3,251,262
Band 12		193,951.513		7.41		1,437,181
Band 13		425,289.791		7.40		3,147,144
Band 14		889,752.014		7.39		6,575,267
Band 15		137,056.957		7.38		1,011,480
Band 16		36,060.607		7.36		265,406
Band 17		452,259.279		7.35		3,324,106
Band 18		11,495.454		7.34		84,377
Band 19		57,652.195		7.32		422,014
Band 20		581,868.892		7.39		4,300,011
Band 21		100,887.482		7.37		743,541
Band 26		51,285.134		7.55		387,203
Band 27		14,804.259		7.50		111,032
Band 28		2,065.684		7.47		15,431
Band 29		143,669.438		7.46		1,071,774
Band 30		45,831.704		7.41		339,613
Band 31		35,266.878		7.39		260,622
Band 32		20,789.111		7.33		152,384
Band 33		2,091.611		7.30		15,269
Band 34		5,308.651		7.27		38,594
Band 41		22,286.901		7.41		165,146
Band 42		13,818.369		7.38		101,980
Band 43		12,069.939		7.35		88,714
Band 44		2,659.446		7.75		20,611
Band 45		10,170.548		7.77		79,025
Band 46		122,680.460		9.02		1,106,578
Band 47		9,300.563		9.01		83,798

		6,791,905.550			$	50,617,623

307

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


ProFund VP Small-Cap
Contracts in accumulation period:
Band 2		2,375.171	$	12.07	$	28,668
Band 3		571.402		11.87		6,783
Band 4		29,977.366		11.93		357,630
Band 5		57,122.236		11.90		679,755
Band 6		1,551,352.837		11.84		18,368,018
Band 7		1,777,421.076		11.82		21,009,117
Band 8		298,518.495		11.76		3,510,578
Band 9		143,456.231		11.73		1,682,742
Band 10		773,522.439		11.71		9,057,948
Band 11		574,594.794		11.68		6,711,267
Band 12		344,929.641		11.65		4,018,430
Band 13		639,750.991		11.62		7,433,907
Band 14		1,611,013.176		11.57		18,639,422
Band 15		103,116.827		11.54		1,189,968
Band 16		146,069.197		11.48		1,676,874
Band 17		504,295.967		11.46		5,779,232
Band 18		50,790.950		11.43		580,541
Band 19		117,206.342		11.38		1,333,808
Band 20		718,991.718		11.59		8,333,114
Band 21		81,368.601		11.51		936,553
Band 25		15,323.200		12.13		185,870
Band 26		25,095.790		12.10		303,659
Band 27		8,050.516		11.93		96,043
Band 28		2,806.769		11.84		33,232
Band 29		78,529.590		11.82		928,220
Band 30		62,081.464		11.65		723,249
Band 31		34,865.655		11.57		403,396
Band 32		9,710.497		11.41		110,797
Band 33		7,875.615		11.30		88,994
Band 34		14,413.329		11.22		161,718
Band 41		5,958.191		12.83		76,444
Band 42		1,194.753		12.77		15,257
Band 43		15,037.010		12.72		191,271
Band 44		10,485.990		11.35		119,016
Band 45		11,756.136		11.14		130,963
Band 46		109,332.849		10.24		1,119,568
Band 47		45,317.100		10.22		463,141

		9,984,279.911			$	116,485,193

308

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Putnam VT International Growth and Income Fund - Class IB Shares
Contracts in accumulation period:
Band 4		119.936	$	16.13	$	1,935
Band 7		1,646.872		14.66		24,143
Band 9		8,900.386		14.56		129,590
Band 13		4,761.480		14.43		68,708
Band 15		13,665.361		14.33		195,825
Band 26		60,085.614		14.99		900,683
Band 27		19,794.288		14.79		292,758
Band 28		5,207.315		14.69		76,495
Band 29		53,526.448		14.65		784,162
Band 30		16,225.547		14.46		234,621
Band 31		23,199.451		14.36		333,144
Band 32		13,388.613		14.17		189,717
Band 33		2,147.380		14.04		30,149
Band 34		4,458.905		13.95		62,202
Band 43		3,044.332		15.81		48,131

		230,171.928			$	3,372,263


Liberty Asset Allocation Fund Var. Series Class A
Contracts in accumulation period:
Band 6		7,246.395	$	13.66	$	98,986
Band 7		19,835.725		13.64		270,559
Band 8		3,320.624		13.60		45,160
Band 9		4,196.941		13.58		56,994
Band 11		1,006.855		13.55		13,643
Band 13		2,773.245		13.51		37,467
Band 14		49.042		13.47		661

		38,428.827			$	523,470


Liberty Federal Securities Fund Var. Series Class A
Contracts in accumulation period:
Band 6		3,488.222	$	10.48	$	36,557
Band 7		2,590.472		10.47		27,122
Band 11		233.949		10.40		2,433
Band 13		1,848.350		10.37		19,167

		8,160.993			$	85,279


Liberty Small Company Growth Fund Var. Series Class A
Contracts in accumulation period:
Band 6		1,432.184	$	16.68	$	23,889
Band 7		885.322		16.66		14,749
Band 8		1,232.407		16.61		20,470
Band 13		1,142.436		16.50		18,850

		4,692.349			$	77,958

309

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Smith Barney High Income
Contracts in accumulation period:
Band 22		144.088	$	15.88	$	2,288
Band 23		11,710.591		15.63		183,037

		11,854.679			$	185,325


Smith Barney International All Cap Growth
Contracts in accumulation period:
Band 22		157.762	$	14.42	$	2,275
Band 23		10,011.206		14.19		142,059

		10,168.968			$	144,334


Smith Barney Large Cap Value SB
Contracts in accumulation period:
Band 22		221.502	$	20.64	$	4,572
Band 23		14,636.025		20.31		297,258

		14,857.527			$	301,830


Smith Barney Money Market SB
Contracts in accumulation period:
Band 23		1,901.028	$	12.54	$	23,839

		1,901.028			$	23,839


Wells Fargo Advantage Asset Allocation Fund
Contracts in accumulation period:
Band 6		28,951.230	$	11.77	$	340,756
Band 10		159,975.206		11.71		1,873,310
Band 14		47,269.577		11.64		550,218
Band 15		281.926		11.63		3,279
Band 17		31,070.877		11.59		360,111
Band 20		1,172.218		11.65		13,656
Band 21		583.241		11.61		6,771
Band 46		15,567.478		10.34		160,968

		284,871.753			$	3,309,069


Wells Fargo Advantage C&B Large Cap Value Fund
Contracts in accumulation period:
Band 6		1,929.901	$	11.99	$	23,140
Band 10		19,221.578		11.92		229,121
Band 14		15,892.495		11.85		188,326
Band 15		2,288.129		11.84		27,091
Band 17		4,271.469		11.80		50,403
Band 21		843.832		11.83		9,983
Band 46		3,935.907		10.22		40,225

		48,383.311			$	568,289

310

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Wells Fargo Advantage Equity Income Fund
Contracts in accumulation period:
Band 10		19,076.172	$	12.17	$	232,157
Band 14		15,746.482		12.11		190,690
Band 17		37,593.202		12.05		452,998
Band 20		8,472.735		12.12		102,690
Band 46		2,698.963		10.44		28,177

		83,587.554			$	1,006,712


Wells Fargo Advantage Large Company Growth Fund
Contracts in accumulation period:
Band 6		2,062.783	$	10.90	$	22,484
Band 10		95,850.572		10.84		1,039,020
Band 14		42,503.793		10.78		458,191
Band 15		12,421.926		10.77		133,784
Band 17		95,072.106		10.73		1,020,124
Band 20		10,408.760		10.79		112,311
Band 21		432.739		10.75		4,652
Band 46		30,609.682		10.39		318,035

		289,362.361			$	3,108,601


Wells Fargo Advantage Money Market Fund
Contracts in accumulation period:
Band 10		7,303.052	$	9.96	$	72,738
Band 14		18,524.264		9.91		183,575
Band 17		345.215		9.86		3,404
Band 46		52,273.481		10.03		524,303

		78,446.012			$	784,020


Wells Fargo Advantage Small Cap Growth Fund
Contracts in accumulation period:
Band 6		2,325.307	$	12.52	$	29,113
Band 10		25,685.335		12.45		319,782
Band 14		13,062.989		12.38		161,720
Band 17		19,729.286		12.32		243,065
Band 20		1,851.575		12.39		22,941
Band 46		475.113		10.82		5,141

		63,129.605			$	781,762

311

Separate Account B of
ING USA Annuity and Life Insurance Company
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value


Wells Fargo Advantage Total Return Bond Fund
Contracts in accumulation period:
Band 6		31,618.260	$	10.48	$	331,359
Band 10		47,105.732		10.43		491,313
Band 14		28,961.125		10.37		300,327
Band 15		2,000.971		10.36		20,730
Band 17		11,367.240		10.32		117,310
Band 20		275.024		10.38		2,855
Band 46		12,839.080		9.96		127,877

		134,167.432			$	1,391,771

312

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Bands		Products

	Band 1		Golden VAC 80, ING GoldenSelect DVA 080
	Band 2		Global Syndicate, Golden VAC 100, ING GoldenSelect DVA, ING GoldenSelect DVA 100
	Band 3		ING GoldenSelect DVA Series 100
	Band 4		ING GoldenSelect DVA Plus - Standard (pre February 2000), ING SmartDesign Signature Variable Annuity Option Package I, ING Golden Select DVA Plus 125, ING SmartDesign Signature Variable Annuity 125
	Band 5		ING GoldenSelect DVA Plus - Standard (post January 2000 & post 2000), ING Golden Select DVA Plus 130
	Band 6		First Union Variable Annuity, Fleet Premium Plus 140, ING GoldenSelect DVA Plus - Annual Ratchet (pre February 2000) & 5.5% Solution (pre February 2000 and post January2000), ING GoldenSelect Access - Standard (pre February 2000), ING GoldenSelect Premium Plus - Standard (pre February 2000), ING GoldenSelect ES II (pre 2001), ING GoldenSelect ES II - Standard (post 2000), Generations - Standard, ING GoldenSelect Opportunities - Standard, WellsFargo ING Opportunities - Standard, ING Golden Select DVA Plus 140, ING GoldenSelect Access 140, ING GoldenSelect ESII 140, ING GoldenSelect Generations Variable Annuity 140, ING GoldenSelect Opportunities Variable 140, ING GoldenSelect Premium Plus 140, Wells Fargo ING Opportunities Variable Annuity 140
	Band 7		Fleet Premium Plus 145, ING GoldenSelect DVA Plus - Annual Ratchet (post January2000), ING GoldenSelect DVA Plus - 5.5% Solution (post 2000), ING GoldenSelect Access - Standard (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Standard (post January 2000 and post 2000), ING GoldenSelect ES II - Deferred Ratchet(post 2000), ING GoldenSelect Generations - Deferred Ratchet, ING GoldenSelect Opportunities Variable 145; ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities Variable Annuity 145, Fleet Premium Plus 145, ING Golden Select DVA Plus 145, ING GoldenSelect Access 145, ING GoldenSelect ESII 145, ING GoldenSelect Generations Variable Annuity 145, ING GoldenSelect Opportunities Variable 145, ING GoldenSelect Premium Plus 145, ING SmartDesign Signature Variable Annuity 145, Wells Fargo ING Opportunities Variable Annuity 145
	Band 8		Fleet Premium Plus 155, ING Golden Select DVA Plus 155, ING Golden Select DVA Plus- 7% Solution (pre February 2000), ING Golden Select DVA Plus - Annual Ratchet (post2000), ING GoldenSelect DVA Plus - Max 5.5 (post January 2000), ING GoldenSelect Access - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ING GoldenSelect Premium Plus - Annual Ratchet (pre February 2000) and 5.5% Solution (pre February 2000), ING GoldenSelect ES II - 5.5% Solution (post 2000), Opportunities -5.5% Solution; Wells Fargo ING Opportunities Variable Annuity 155, ING GoldenSelect Access 155, ING GoldenSelect ESII 155, ING GoldenSelect Generations Variable Annuity155, ING GoldenSelect Opportunities Variable 155, ING GoldenSelect Premium Plus 155
	Band 9		Fleet Premium Plus 160, ING GoldenSelect DVA Plus - Max 5.5 (post 2000), ING GoldenSelect Access - Annual Ratchet (post January 2000), ING Golden Select Access - 5.5% Solution (post January 2000 and post 2000), ING GoldenSelect Premium Plus - Annual Ratchet (post January 2000), ING GoldenSelect Premium Plus - 5.5% Solution(post January 2000 and post 2000), ING SmartDesign Advantage Variable Annuity 160, ING SmartDesign Signature Variable Annuity 160, ING Golden Select DVA Plus 160, ING GoldenSelect Access 160, ING GoldenSelect Premium Plus 160

313

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Bands		Products

	Band 10		ING GoldenSelect DVA Plus - 7% Solution (post January 2000 and post 2000), ING GoldenSelect ES II - Annual Ratchet (post 2000), ING GoldenSelect Generations - Annual Ratchet, ING GoldenSelect Landmark - Standard, ING GoldenSelect Legends – Standard, Wells Fargo ING Landmark - Standard, Wells Fargo ING Landmark Variable Annuity 165, ING GoldenSelect Opportunities - Annual Ratchet, WellsFargo ING Opportunities - Annual Ratchet, ING SmartDesign Advantage Variable Annuity 165, ING Golden Select DVA Plus 165, ING GoldenSelect ESII 165, ING GoldenSelect Generations Variable Annuity 165, ING GoldenSelect Landmark Variable Annuity 165, ING GoldenSelect Legends - Standard, ING GoldenSelect Opportunities Variable 165, ING Simplicity Variable Annuity125, Wells Fargo ING Opportunities Variable Annuity 165
	Band 11		Fleet Premium Plus 170, ING GoldenSelect Access - 7% Solution (pre February 2000), ING GoldenSelect Access - Annual Ratchet (post 2000), ING GoldenSelect Access - Max5.5 (post January 2000), ING GoldenSelect DVA Plus - Annual Ratchet (post 2000), ING Golden Select DVA Plus 155, ING GoldenSelect ES II - Max 5.5 (post 2000), ING GoldenSelect Premium Plus - 7% Solution (pre February 2000), ING GoldenSelect Premium Plus - Annual Ratchet (post 2000), ING Golden Select Premium Plus - Max 5.5(post January 2000), ING Golden Select Opportunities - Max 5.5, Wells Fargo Opportunities - Max 5.5, ING GoldenSelect Access 170, ING GoldenSelect ESII 170, ING GoldenSelect Generations Variable Annuity 170, ING GoldenSelect Opportunities Variable 170, ING GoldenSelect Premium Plus 170, Wells Fargo ING Opportunities Variable Annuity 170
	Band 12		ING Golden Select Access - Max 5.5 (post 2000), ING Golden Select DVA Plus - Max 7(post January 2000 and post 2000), ING GoldenSelect Premium Plus - Max 5.5 (post 2000), ING GoldenSelect ES II - 7% Solution (post 2000), ING GoldenSelect Generations - 7% Solution, ING Golden Select Opportunities - 7% Solution, Wells Fargo ING Opportunities Variable Annuity 175, ING Golden Select DVA Plus 175, ING GoldenSelect Access 175, ING GoldenSelect DVA Plus, ING GoldenSelect ESII 175, ING GoldenSelect Generations Variable Annuity 175, ING GoldenSelect Opportunities Variable 175, ING GoldenSelect Premium Plus 175
	Band 13		ING GoldenSelect Access - 7% Solution (post January 2000 and post 2000), ING GoldenSelect Access - Standard (post April 2001), ING GoldenSelect Generations Variable Annuity 150, ING GoldenSelect Premium Plus - 7% Solution (post January 2000 and post 2000), ING GoldenSelect Landmark - 5.5% Solution, ING SmartDesign Advantage Variable Annuity, Wells Fargo ING Landmark - 5.5% Solution, Wells Fargo ING Opportunities Variable Annuity 180, Fleet Premium Plus 180, ING GoldenSelect Access 180, ING GoldenSelect ESII 180, ING GoldenSelect Generations Variable Annuity180, ING GoldenSelect Landmark Variable Annuity 180, ING GoldenSelect Opportunities Variable 180, ING GoldenSelect Premium Plus 180, ING SmartDesign Advantage Variable Annuity 180, Wells Fargo ING Landmark Variable Annuity 180
	Band 14		Fleet Premium Plus 190, ING GoldenSelect Access - Max 7 (post January 2000 and post 2000), ING GoldenSelect Landmark - Annual Ratchet, ING GoldenSelect Legends – Quarterly, ING GoldenSelect Premium Plus - Max 7 (post January 2000 and post 2000), ING GoldenSelect Premium Plus, ING GoldenSelect Premium Plus (Citigroup/Smith Barney), Wells Fargo ING Landmark - Annual Ratchet, ING GoldenSelect Access 190, ING GoldenSelect Landmark Variable Annuity 190, ING GoldenSelect Legends - Quarterly, ING GoldenSelect Premium Plus 190, Wells Fargo ING Landmark Variable Annuity 190

314

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Bands		Products

	Band 15		ING GoldenSelect Access - 5.5% Solution (post April 2001), ING GoldenSelect ES II 195, ING GoldenSelect Generations Variable Annuity 195, ING GoldenSelect Landmark - Max5.5, ING GoldenSelect Legends –WA Combo, ING Golden Select Opportunities Variable195, ING GoldenSelect Opportunities Variable 195, ING GoldenSelect Premium Plus 195, ING SmartDesign Advantage, ING SmartDesign Advantage Variable Annuity 195, ING SmartDesign Signature Variable Annuity, ING SmartDesign Signature Variable Annuity195, Wells Fargo ING Landmark - Max 5.5, Wells Fargo ING Opportunities Variable Annuity 195, ING GoldenSelect Access 195, ING GoldenSelect Landmark Variable Annuity 195, ING SmartDesign Signature Variable Annuity 195, Wells Fargo ING Landmark Variable Annuity 195
	Band 16		ING GoldenSelect Access - Annual Ratchet (post April 2001), ING GoldenSelect Landmark Variable Annuity 205, Wells Fargo ING Landmark Variable Annuity 205, ING GoldenSelect Access 205, ING GoldenSelect Legends 205
	Band 17		ING GoldenSelect Access - Max 5.5 (post April 2001), ING GoldenSelect Landmark(Citigroup/Smith Barney), ING GoldenSelect Landmark - Max 7, ING GoldenSelect Legends – Combo, ING GoldenSelect Premium Plus 210, Wells Fargo ING Landmark Variable Annuity, Wells Fargo Landmark - Max 7, ING GoldenSelect Access 210, ING GoldenSelect Landmark Variable Annuity 210, Wells Fargo ING Landmark Variable Annuity 210
	Band 18		ING GoldenSelect Access - 7% Solution (post April 2001), ING GoldenSelect Access 215
	Band 19		ING GoldenSelect Access, ING GoldenSelect Access (Citigroup/Smith Barney), ING GoldenSelect Access - Max 7 (post April 2001) ING SmartDesign Advantage Variable Annuity 225, ING GoldenSelect Access 225
	Band 20		ING GoldenSelect ESII, ING GoldenSelect ES II - Max 7 (post 2000), ING GoldenSelect Generations, ING GoldenSelect Generations - Max 7, ING GoldenSelect Opportunities, ING GoldenSelect Opportunities - Max 7, ING SmartDesign Advantage Variable Annuity185, Wells Fargo ING Opportunities Variable Annuity, Wells Fargo ING Opportunities - Max 7, ING GoldenSelect ESII 185, ING GoldenSelect Generations Variable Annuity 185, ING GoldenSelect Opportunities Variable 185, Wells Fargo ING Opportunities Variable Annuity 185
	Band 21		ING GoldenSelect Landmark - 7% Solution, ING SmartDesign Advantage Variable Annuity 200, Wells Fargo ING Landmark - 7% Solution, ING GoldenSelect Landmark Variable Annuity 200, Wells Fargo ING Landmark Variable Annuity 200
	Band 22		Granite PrimElite - Standard, ING GoldenSelect Granite PrimElite 125
	Band 23		ING GoldenSelect Granite PrimElite - Annual Ratchet; ING GoldenSelect Granite PrimElite 140
	Band 24		ING GoldenSelect Access One
	Band 25		ING GoldenSelect Value
	Band 26		ING SmartDesign Variable Annuity Option I, ING SmartDesign Variable Annuity 095
	Band 27		ING SmartDesign Variable Annuity Option II, ING SmartDesign Variable Annuity 125
	Band 28		ING SmartDesign Variable Annuity, ING SmartDesign Variable Annuity Option III, ING SmartDesign Variable Annuity 140
	Band 29		ING SmartDesign Variable Annuity Bonus Option I, ING SmartDesign Variable Annuity 145
	Band 30		ING SmartDesign Variable Annuity Bonus Option II, ING SmartDesign Variable Annuity 175

315

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


	Bands		Products

	Band 31		ING SmartDesign Variable Annuity Bonus Option III, ING SmartDesign Variable Annuity 190
	Band 32		ING SmartDesign Advantage Bonus Option I, ING SmartDesign Advantage Variable Annuity 220
	Band 33		ING SmartDesign Advantage Bonus Option II, ING SmartDesign Advantage Variable Annuity 240
	Band 34		ING SmartDesign Advantage Bonus Option III, ING SmartDesign Advantage Variable Annuity 255
	Band 35		ING Rollover Choice Option I (prior to August 7, 2003), ING Focus VA Option I, ING Focus Variable Annuity 075, ING Rollover Choice 075
	Band 36		ING Rollover Choice Option II (prior to August 7, 2003), ING Focus VA Option I, ING Focus VA Option II, ING Focus Variable Annuity 095, ING Rollover Choice 095
	Band 37		ING Rollover Choice Option III (prior to August 7, 2003), ING Rollover Choice 110
	Band 38		ING Rollover Choice Option I, ING Rollover Choice 100
	Band 39		ING Rollover Choice Option II, ING Rollover Choice 120
	Band 40		ING Rollover Choice Option III, ING Rollover Choice 135
	Band 41		ING SmartDesign Signature Option I, ING SmartDesign Signature Variable Annuity 175
	Band 42		ING SmartDesign Signature Option II, ING SmartDesign Signature Variable Annuity 210
	Band 43		ING SmartDesign Signature Option III,
	Band 44		ING SmartDesign Advantage Variable Annuity 245,
	Band 45		ING SmartDesign Advantage Variable Annuity 260,
	Band 46		ING GoldenSelect Landmark Variable Annuity 220, ING GoldenSelect Legends 220, Wells Fargo ING Landmark Variable Annuity 220
	Band 47		ING GoldenSelect Access 235
	Band 49		ING Simplicity Variable Annuity200

316

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


8.	Financial Highlights

	A summary of unit values and units outstanding for variable annuity Contracts, expense ratios, excluding expenses of underlying Funds, investment income ratios, and total return for the years ended December 31, 2005, 2004, 2003 2002 and 2001 follows:


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

AIM V.I. Leisure Fund - Series I Shares
2005	4,687	$9.96 to $11.86	$	53,911	1.11	%	0.95% to 2.60%	-3.68% to -2.15%
2004	4,713	$10.86 to $12.18		55,920	0.37		0.95% to 2.60%	10.48% to 12.33%
2003	3,232	$10.50 to $10.91		34,410	—		0.95% to 2.55%	25.45% to 27.42%
2002	724	$8.39 to $8.47		6,097	(b)		0.95% to 2.25%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
Columbia Large Cap Growth Fund VS Class A
2005	49	$10.48 to $10.53		515	(e)		1.40% to 1.90%	(e)
2004	(e)	(e)		(e)	(e)		(e)	(e)
2003	(e)	(e)		(e)	(e)		(e)	(e)
2002	(e)	(e)		(e)	(e)		(e)	(e)
2001	(e)	(e)		(e)	(e)		(e)	(e)
Fidelity® VIP Contrafund® Portfolio - Service Class 2
2005	20,525	$11.89 to $15.29		267,908	0.04		0.75% to 2.60%	13.64% to 15.83%
2004	3,777	$10.75 to $13.24		46,859	0.15		0.75% to 2.60%	12.23% to 14.31%
2003	1,945	$10.63 to $11.62		21,313	0.13		0.75% to 2.55%	25.06% to 27.26%
2002	513	$8.50 to $8.73		4,438	0.37		0.75% to 2.55%	-12.19% to -10.28%
2001	122	$9.68 to $9.73		1,183	(a)		0.95% to 1.90%	(a)
Fidelity® VIP Equity-Income Portfolio - Service Class 2
2005	24,383	$10.48 to $13.50		276,545	1.36		0.75% to 2.60%	2.87% to 4.79%
2004	22,427	$10.58 to $12.92		245,414	1.17		0.75% to 2.60%	8.40% to 10.83%
2003	14,541	$9.76 to $11.73		145,256	0.47		0.75% to 2.55%	26.75% to 29.08%
2002	3,054	$7.70 to $7.91		23,851	1.09		0.75% to 2.55%	-18.95% to -17.69%
2001	203	$9.55 to $9.61		1,949	(a)		0.95% to 2.20%	(a)

317

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

Fidelity® VIP Growth Portfolio - Service Class 2
2005	23,642	$8.36 to $12.42	$	205,956	0.29	%	0.75% to 2.60%	2.68% to 4.73%
2004	28,601	$8.13 to $11.89		239,959	0.13		0.75% to 2.60%	0.49% to 2.36%
2003	22,435	$8.09 to $11.65		185,642	0.03		0.75% to 2.55%	29.23% to 31.57%
2002	3,655	$6.26 to $6.43		23,212	0.02		0.90% to 2.55%	-32.32% to -30.79%
2001	75	$9.25 to $9.29		693	(a)		0.95% to 1.90%	(a)
Fidelity® VIP Overseas Portfolio - Service Class 2
2005	28	$14.64 to $16.63		450	0.22		0.75% to 1.35%	17.13% to 17.95%
2004	33	$12.59 to $14.14		458	0.76		0.75% to 1.35%	12.22% to 12.41%
2003	69	$11.20 to $12.60		860	—		0.75% to 1.00%	41.95%
2002	1	$7.89		9	(b)		0.75%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
Franklin Small Cap Value Securities Fund - Class 2
2005	152	$15.41 to $16.08		2,400	0.59		0.75% to 1.35%	7.34% to 7.94%
2004	69	$14.39 to $14.94		1,018	0.16		0.75% to 1.35%	22.57% to 22.82%
2003	20	$11.74 to $11.79		236	—		0.75% to 0.95%	30.88% to 31.15%
2002	2	$8.97 to $8.99		17	(b)		0.75% to 0.95%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
Appreciation Portfolio
2005	25	$18.81 to $19.08		473	0.73		1.25% to 1.40%	2.84% to 2.97%
2004	34	$18.29 to $18.53		626	1.09		1.25% to 1.40%	7.27% to 7.42%
2003	39	$17.05 to $17.25		663	0.64		1.25% to 1.40%	22.84% to 23.04%
2002	42	$13.88 to $14.02		589	1.50		1.25% to 1.40%	-18.69% to -18.58%
2001	42	$17.07 to $17.22		723	1.15		1.25% to 1.40%	-5.32% to -5.18%
ING GET Fund - Series N
2005	1,418	$10.02 to $10.47		14,454	3.83		1.45% to 2.40%	-0.40% to 0.67%
2004	1,733	$10.06 to $10.40		17,679	3.46		1.45% to 2.40%	-0.79% to 0.19%
2003	2,282	$10.14 to $10.38		23,357	2.73		1.45% to 2.40%	1.81% to 2.77%
2002	2,862	$9.96 to $10.10		28,661	1.35		0.95% to 1.90%	-2.73% to -1.75%
2001	3,009	$10.24 to $10.28		30,868	(a)		0.95% to 1.90%	—

318

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

ING GET Fund - Series P
2005	6,663	$9.81 to $10.24	$	66,548	3.71	%	1.45% to 2.45%	-1.11% to -0.19%
2004	8,449	$9.92 to $10.26		84,983	3.57		1.45% to 2.45%	-1.00% to 0.00%
2003	10,880	$9.89 to $10.26		110,101	2.58		1.45% to 3.05%	0.82% to 2.40%
2002	14,328	$9.81 to $10.02		143,846	0.07		0.75% to 2.55%	-1.80% to -0.20%
2001	15,276	$9.99 to $10.04		153,045	(a)		0.95% to 2.55%	(a)
ING GET Fund - Series Q
2005	7,851	$10.00 to $10.52		80,727	3.83		1.45% to 2.70%	-1.19% to 0.10%
2004	10,392	$10.01 to $10.58		107,135	3.52		1.25% to 3.05%	-1.18% to 0.67%
2003	12,692	$10.13 to $10.51		131,095	—		1.25% to 3.05%	2.01% to 3.85%
2002	16,855	$9.93 to $10.12		169,029	2.51		0.75% to 2.55%	-0.70% to 1.20%
2001	190	$10.00		1,904	(a)		0.95% to 1.90%	(a)
ING GET Fund - Series R
2005	7,932	$10.12 to $10.84		83,419	3.34		1.25% to 3.05%	-1.36% to 0.37%
2004	10,766	$10.26 to $10.80		113,390	3.15		1.25% to 3.05%	-0.39% to 1.50%
2003	12,873	$10.30 to $10.64		134,755	0.01		1.25 % to 3.05%	2.90% to 4.72%
2002	16,911	$10.01 to $10.16		170,526	(b)		0.75% to 2.55%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING GET Fund - Series S
2005	9,254	$10.08 to $10.75		96,724	2.65		1.25% to 3.05%	-1.18% to 0.56%
2004	12,848	$10.20 to $10.69		134,146	2.60		1.25% to 3.05%	-0.39% to 1.42%
2003	15,576	$10.24 to $10.54		161,820	0.09		1.25% to 3.05%	2.61% to 4.56%
2002	21,867	$9.98 to $10.08		219,270	(b)		0.75% to 2.55%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING GET Fund - Series T
2005	9,999	$10.11 to $10.73		104,417	2.74		1.25% to 3.05%	-1.46% to 0.28%
2004	13,033	$10.26 to $10.70		136,447	2.76		1.25% to 3.05%	-0.48% to 1.33%
2003	15,618	$10.31 to $10.56		162,882	0.13		1.25% to 3.05%	2.69% to 4.55%
2002	23,643	$10.04 to $10.10		237,948	(b)		0.75% to 2.55%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)

319

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

ING GET Fund - Series U
2005	11,149	$10.28 to $10.86	$	117,807	2.19	%	1.25% to 3.05%	-1.63% to 0.09%
2004	13,476	$10.45 to $10.85		143,398	1.90		1.25% to 3.05%	0.29% to 2.17%
2003	16,063	$10.42 to $10.62		168,926	—		1.25% to 3.05%	4.30% to 6.20%
2002	105	$9.99 to $10.00		1,048	(b)		0.75% to 2.20%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING GET Fund - Series V
2005	18,502	$9.36 to $9.85		177,886	1.95		1.25% to 3.05%	-2.19% to -0.40%
2004	23,741	$9.57 to $9.89		231,030	1.01		1.25% to 3.05%	-0.73% to 1.12%
2003	33,567	$9.64 to $9.78		325,984	(c)		1.25% to 3.05%	(c)
2002	(c)	(c)		(c)	(c)		(c)	(c)
2001	(c)	(c)		(c)	(c)		(c)	(c)
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class
2005	23,276	$10.58 to $21.90		465,921	—		0.80% to 2.60%	4.46% to 6.00%
2004	26,948	$18.17 to $20.66		517,014	—		0.80% to 2.25%	16.85% to 18.53%
2003	28,328	$15.55 to $17.43		462,824	—		0.80% to 2.25%	63.34% to 65.68%
2002	24,777	$9.52 to $10.52		246,769	—		0.80% to 2.25%	-31.66% to -30.56%
2001	27,303	$13.93 to $15.15		395,434	—		0.80% to 2.25%	-15.42% to -14.46%
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class
2005	986	$10.58 to $21.29		17,341	—		1.40% to 2.20%	4.45% to 5.14%
2004	680	$10.78 to $20.25		12,840	—		1.40% to 2.10%	17.19% to 17.66%
2003	270	$17.10 to $17.21		4,624	—		1.40% to 1.85%	63.64% to 64.53%
2002	14	$10.45 to $10.46		148	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING American Funds Growth Portfolio
2005	113,508	$10.57 to $13.69		1,516,773	—		0.75% to 2.60%	12.69% to 14.48%
2004	72,179	$10.64 to $11.96		854,063	0.01		0.95% to 2.60%	9.04% to 10.84%
2003	12,298	$10.73 to $10.79		132,320	(c)		0.95% to 2.55%	(c)
2002	(c)	(c)		(c)	(c)		(c)	(c)
2001	(c)	(c)		(c)	(c)		(c)	(c)

320

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

ING American Funds Growth-Income Portfolio
2005	84,695	$10.10 to $12.48	$	1,031,247	0.35	%	0.75% to 2.60%	2.55% to 4.26%
2004	55,830	$10.60 to $11.97		661,150	0.16		0.95% to 2.60%	6.94% to 8.72%
2003	9,106	$10.95 to $11.01		99,959	(c)		0.95% to 2.55%	(c)
2002	(c)	(c)		(c)	(c)		(c)	(c)
2001	(c)	(c)		(c)	(c)		(c)	(c)
ING American Funds International Portfolio
2005	43,010	$10.99 to $16.38		683,490	0.49		0.75% to 2.60%	17.83% to 19.82%
2004	23,418	$11.16 to $13.67		316,864	0.22		0.95% to 2.60%	15.64% to 17.45%
2003	3,906	$11.57 to $11.64		45,340	(c)		0.95% to 2.55%	(c)
2002	(c)	(c)		(c)	(c)		(c)	(c)
2001	(c)	(c)		(c)	(c)		(c)	(c)
ING Capital Guardian Small/Mid Cap Portfolio - Service Class
2005	24,982	$10.00 to $20.60		455,371	0.17		0.50% to 2.55%	-3.25% to -1.48%
2004	28,547	$17.83 to $20.91		538,021	0.19		0.50% to 2.25%	5.07% to 6.96%
2003	30,090	$16.97 to $19.55		537,286	0.15		0.50% to 2.25%	37.19% to 39.64%
2002	26,339	$12.37 to $14.00		341,146	0.12		0.80% to 2.25%	-27.11% to –25.80%
2001	27,165	$16.97 to $18.87		480,513	0.13		0.50% to 2.25%	-3.40% to -1.97%
ING Capital Guardian Small/Mid Cap Portfolio - Service 2 Class
2005	711	$9.88 to $13.86		9,138	0.16		1.40% to 2.20%	-3.33% to -2.60%
2004	582	$10.22 to $14.23		7,939	0.38		1.40% to 2.10%	5.31% to 5.80%
2003	310	$13.37 to $13.45		4,148	0.18		1.40% to 1.85%	37.55% to 38.23%
2002	33	$9.72 to $9.73		321	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING Capital Guardian U.S. Equities Portfolio - Service Class
2005	53,019	$10.48 to $12.08		595,801	0.43		0.50% to 2.40%	3.82% to 5.59%
2004	60,199	$10.48 to $11.44		648,655	0.19		0.50% to 2.25%	6.83% to 8.75%
2003	55,938	$9.81 to $10.52		561,288	0.05		0.50% to 2.25%	33.65% to 36.09%
2002	39,602	$7.34 to $7.73		295,688	0.25		0.50% to 2.25%	-25.48% to -24.22%
2001	27,628	$9.85 to $10.20		275,489	0.25		0.50% to 2.25%	-5.43% to -4.44%

321

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements

Division

Units
(000’s)

Unit Fair Value
(lowest to highest)

Net Assets
(000’s)

Investment
Income
Ratio^A

Expense Ratio^B
(lowest to highest)

Total Return^C
(lowest to highest)

ING Capital Guardian U.S. Equities Portfolio - Service 2 Class

2005

746

$10.48 to $15.54

10,963

0.36

1.40% to 2.20%

3.91% to 4.65%

2004

692

$10.48 to $14.85

10,041

0.23

1.40% to 2.10%

7.07% to 7.53%

2003

495

$13.72 to $13.81

6,805

—

1.40% to 1.85%

33.85% to 34.47%

2002

$10.25 to $10.27

333

(b)

1.40% to 1.85%

(b)

2001

(b)

ING Eagle Asset Capital Appreciation Portfolio - Service Class

2005

9,188

$9.96 to $22.14

184,227

1.19

0.80% to 2.60%

-2.26% to -0.54%

2004

10,891

$11.05 to $22.26

223,247

0.90

1.40% to 1.85%

11.94% to 13.98%

2003

11,683

$16.67 to $19.53

212,149

0.22

0.80% to 2.55%

22.12% to 24.24%

2002

11,740

$13.65 to $15.72

173,239

0.69

0.80% to 2.55%

-20.82% to -17.70%

2001

10,991

$17.24 to $19.10

199,039

0.85

0.80% to 2.25%

-6.21% to -5.21%

ING Eagle Asset Capital Appreciation Portfolio - Service 2 Class

2005

249

$9.97 to $13.26

3,066

1.25

1.40% to 2.20%

-1.73% to -1.27%

2004

143

$13.29 to $13.43

1,905

1.23

0.80% to 2.60%

12.63% to 13.14%

2003

$11.80 to $11.87

1,022

0.18

1.40% to 1.85%

22.79% to 23.26%

2002

$9.61 to $9.63

107

(b)

1.40% to 1.85%

(b)

2001

(b)

ING Evergreen Health Sciences Portfolio - Class S

2005

14,969

$10.26 to $10.96

160,600

0.01

0.80% to 2.60%

7.63% to 9.37%

2004

2,972

$9.82 to $9.94

29,371

(d)

0.95% to 2.60%

(d)

2003

(d)

2002

(d)

2001

(d)

ING Evergreen Omega Portfolio - Class A

2005

$10.22 to $10.72

961

—

1.40% to 2.20%

1.63% to 2.29%

2004

$10.43 to $10.48

317

(d)

1.40% to 2.10%

(d)

2003

(d)

2002

(d)

2001

(d)

322

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements

Division

Units
(000’s)

Unit Fair Value
(lowest to highest)

Net Assets
(000’s)

Investment
Income
Ratio^A

Expense Ratio^B
(lowest to highest)

Total Return^C
(lowest to highest)

ING Evergreen Omega Portfolio - Service Class

2005

748

$10.22 to $11.34

7,994

—

0.75% to 2.60%

1.72% to 2.95%

2004

290

$10.42 to $10.52

3,037

(d)

0.95% to 2.25%

(d)

2003

(d)

2002

(d)

2001

(d)

ING FMR^SM Diversified Mid Cap Portfolio - Service Class

2005

43,185

$10.18 to $13.79

569,837

—

0.80% to 2.60%

14.35% to 15.88%

2004

21,954

$11.22 to $11.90

252,365

0.13

0.90% to 2.25%

21.30% to 22.93%

2003

17,427

$9.25 to $9.68

164,205

—

0.90% to 2.25%

30.47% to 32.42%

2002

12,695

$7.09 to $7.31

91,159

0.29

0.90% to 2.25%

-21.13% to -20.11%

2001

6,381

$8.99 to $9.15

57,814

0.48

0.90% to 2.25%

-8.41% to -7.79%

ING FMR^SM Diversified Mid Cap Portfolio - Service 2 Class

2005

1,777

$11.76 to $17.51

28,369

—

1.40% to 2.20%

14.30% to 15.12%

2004

666

$11.82 to $15.21

9,744

0.22

1.40% to 2.10%

21.57% to 22.07%

2003

303

$12.38 to $12.46

3,754

—

1.40% to 1.85%

30.73% to 31.43%

2002

$9.47 to $9.48

220

(b)

1.40% to 1.85%

(b)

2001

(b)

ING FMR^SM Earnings Growth Portfolio - Service Class

2005

880

$10.44 to $10.56

9,242

(e)

0.95% to 2.60%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING FMR^SM Earnings Growth Portfolio - Service 2 Class

2005

$10.48 to $10.49

(e)

1.85% to 1.95%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

323

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

ING Global Resources Portfolio - Service Class
2005	13,480	$13.27 to $33.26	$	373,920	0.72	%	0.80% to 2.60%	34.63% to 36.65%
2004	8,900	$19.26 to $24.34		187,945	0.95		0.80% to 2.25%	4.05% to 5.55%
2003	6,911	$18.51 to $23.06		140,016	0.37		0.80% to 2.25%	48.79% to 51.02%
2002	4,986	$12.44 to $15.93		67,753	0.68		0.50% to 2.25%	-1.50% to 4.32%
2001	2,395	$12.63 to $15.27		33,209	—		0.80% to 2.25%	-13.82% to -12.84%
ING Global Resources Portfolio - Service 2 Class
2005	1,203	$13.95 to $20.95		22,547	0.75		1.40% to 2.20%	34.72% to 35.69%
2004	688	$10.54 to $15.44		10,189	1.36		1.40% to 2.10%	4.26% to 4.75%
2003	207	$14.66 to $14.74		3,037	0.45		1.40% to 1.85%	49.29% to 49.95%
2002	10	$9.82 to $9.83		97	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING Goldman Sachs Tollkeeper^SM Portfolio - Service Class
2005	10,325	$6.85 to $11.46		73,104	—		0.90% to 2.60%	-0.44% to 0.97%
2004	9,719	$6.88 to $7.24		68,251	—		0.90% to 2.25%	9.03% to 10.53%
2003	8,371	$6.31 to $6.55		53,622	—		0.90% to 2.25%	37.77% to 39.66%
2002	2,769	$4.58 to $4.69		12,802	—		0.90% to 2.25%	-39.50% to -38.61%
2001	709	$7.57 to $7.64		5,389	(a)		0.90% to 2.25%	(a)
ING Goldman Sachs Tollkeeper^SM Portfolio - Service 2 Class
2005	395	$10.15 to $15.93		5,748	—		1.40% to 2.20%	-0.36% to 0.38%
2004	283	$11.16 to $15.87		4,337	—		1.40% to 2.10%	9.26% to 9.75%
2003	180	$14.37 to $14.46		2,595	—		1.40% to 1.85%	38.17% to 38.77%
2002	5	$10.40 to $10.42		53	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING International Portfolio - Service Class
2005	14,319	$10.59 to $12.10		160,706	2.39		0.90% to 2.35%	8.06% to 9.50%
2004	17,199	$9.80 to $11.15		177,640	0.92		0.80% to 2.25%	14.09% to 15.78%
2003	17,997	$8.59 to $9.63		162,082	0.25		0.80% to 2.25%	26.32% to 28.23%
2002	16,969	$6.80 to $7.46		120,477	0.75		0.90% to 2.25%	-18.76% to -16.93%
2001	16,734	$8.37 to $8.98		144,061	—		0.90% to 2.10%	-24.87% to -22.18%

324

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

ING International Portfolio - Service 2 Class
2005	673	$11.16 to $15.58	$	10,090	2.55	%	1.40% to 2.20%	8.00% to 8.72%
2004	646	$11.37 to $14.33		9,037	1.23		1.40% to 2.10%	14.35% to 14.92%
2003	401	$12.40 to $12.47		4,980	0.31		1.40% to 1.85%	26.66% to 27.24%
2002	26	$9.79 to $9.80		254	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING Janus Contrarian Portfolio - Service Class
2005	6,969	$11.34 to $13.19		81,462	0.06		0.90% to 2.60%	12.73% to 14.58%
2004	6,384	$10.03 to $11.52		65,678	—		0.90% to 2.55%	14.50% to 16.05%
2003	6,039	$8.76 to $9.16		53,911	—		0.90% to 2.25%	46.98% to 48.94%
2002	3,609	$5.96 to $6.15		21,794	—		0.90% to 2.25%	-27.58% to -26.61%
2001	2,932	$8.23 to $8.38		24,325	0.37		0.90% to 2.25%	-6.87% to -6.19%
ING Janus Contrarian Portfolio - Service 2 Class
2005	225	$11.57 to $18.72		3,755	0.07		1.40% to 2.20%	13.00% to 13.80%
2004	136	$11.31 to $16.45		2,177	—		1.40% to 2.10%	14.73% to 15.28%
2003	56	$14.91 to $14.27		801	—		1.40% to 1.85%	47.51% to 48.18%
2002	6	$9.62 to $9.63		56	(b)		1.40% to 1.75%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING JPMorgan Emerging Markets Equity Portfolio - Adviser Class
2005	1,054	$14.00 to $21.55		19,778	0.08		1.40% to 2.20%	31.71% to 32.62%
2004	467	$11.10 to $16.25		7,217	0.63		1.40% to 2.10%	15.52% to 16.07%
2003	140	$13.92 to $14.00		1,956	0.20		1.40% to 1.85%	43.51% to 44.18%
2002	8	$9.70 to $9.71		79	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class
2005	22,412	$13.00 to $14.59		305,326	0.07		0.80% to 2.60%	31.85% to 33.73%
2004	14,735	$9.86 to $10.91		151,706	0.38		0.80% to 2.25%	15.05% to 16.81%
2003	12,265	$8.57 to $9.34		109,258	0.21		0.80% to 2.25%	43.31% to 45.48%
2002	9,702	$5.98 to $6.42		60,000	—		0.80% to 2.25%	-12.70% to -11.45%
2001	10,141	$6.85 to $7.25		71,466	1.18		0.80% to 2.25%	-7.10% to -5.97%

325

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements

Division

Units
(000’s)

Unit Fair Value
(lowest to highest)

Net Assets
(000’s)

Investment
Income
Ratio^A

Expense Ratio^B
(lowest to highest)

Total Return^C
(lowest to highest)

ING JPMorgan Small Cap Equity Portfolio - Service Class

2005

13,753

$10.36 to $13.89

177,486

—

0.80% to 2.60%

-13.35% to 1.91%

2004

11,640

$13.63

158,627

—

0.80% to 2.60%

23.68% to 23.89%

2003

6,338

$10.18 to $11.02

65,484

—

0.80% to 2.55%

30.85% to 33.12%

2002

1,212

$7.79 to $7.87

9,490

(b)

0.90% to 2.40%

(b)

2001

(b)

ING JPMorgan Small Cap Equity Portfolio - Service 2 Class

2005

3,144

$10.35 to $15.86

45,409

—

1.40% to 2.20%

1.34% to 2.12%

2004

2,183

$11.93 to $15.53

32,610

—

1.40% to 2.10%

23.45% to 24.04%

2003

889

$12.45 to $12.52

11,088

—

1.40% to 1.85%

31.33% to 31.93%

2002

$9.48 to $9.49

511

(b)

1.40% to 1.85%

(b)

2001

(b)

ING JPMorgan Value Opportunities Portfolio - Service Class

2005

3,843

$10.55 to $10.67

40,813

(e)

0.95% to 2.60%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING JPMorgan Value Opportunities Portfolio - Service 2 Class

2005

$10.57 to $10.63

864

(e)

1.40% to 2.20%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING Julius Baer Foreign Portfolio - Service Class

2005

25,762

$11.80 to $15.36

356,543

0.07

0.80% to 2.60%

12.41% to 14.30%

2004

15,131

$11.44 to $13.55

185,592

0.07

0.90% to 2.60%

14.85% to 16.87%

2003

3,272

$10.44 to $11.69

34,644

0.99

0.90% to 2.55%

27.94% to 30.06%

2002

608

$8.17 to $8.25

4,990

(b)

0.90% to 2.40%

(b)

2001

(b)

326

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements

Division

Units
(000’s)

Unit Fair Value
(lowest to highest)

Net Assets
(000’s)

Investment
Income
Ratio^A

Expense Ratio^B
(lowest to highest)

Total Return^C
(lowest to highest)

ING Julius Baer Foreign Portfolio - Service 2 Class

2005

2,592

$11.79 to $16.60

39,182

0.04

1.40% to 2.20%

12.64% to 13.54%

2004

1,245

$11.47 to $14.62

17,516

0.03

1.40% to 2.10%

15.58% to 16.04%

2003

203

$12.52 to $12.60

2,550

1.03

1.40% to 1.85%

28.54% to 29.10%

2002

$9.74 to $9.76

165

(b)

1.40% to 1.85%

(b)

2001

(b)

ING Legg Mason Value Portfolio - Service Class

2005

40,447

$9.40 to $12.60

399,134

—

0.75% to 2.60%

3.24% to 5.12%

2004

30,531

$9.10 to $12.10

288,326

0.14

0.90% to 2.60%

10.98% to 12.82%

2003

26,637

$8.20 to $10.81

224,722

0.03

0.90% to 2.55%

19.36% to 21.49%

2002

18,616

$6.87 to $7.13

130,345

0.45

0.90% to 2.55%

-21.75% to -20.16%

2001

10,487

$8.78 to $8.93

92,720

1.02

0.90% to 2.25%

-11.18% to -10.34%

ING Legg Mason Value Portfolio - Service 2 Class

2005

2,121

$10.65 to $13.71

27,151

—

1.40% to 2.20%

3.59% to 4.34%

2004

1,086

$11.15 to $13.14

13,915

0.20

1.40% to 2.10%

11.58% to 12.03%

2003

616

$11.66 to $11.73

7,195

—

1.40% to 1.85%

20.06% to 20.58%

2002

$9.71 to $9.73

587

(b)

1.40% to 1.85%

(b)

2001

(b)

ING LifeStyle Aggressive Growth Portfolio - Service 1 Class

2005

56,804

$10.82 to $12.06

672,396

0.08

0.95% to 2.60%

5.01% to 6.73%

2004

19,102

$11.17 to $11.30

214,566

(d)

0.95% to 2.60%

(d)

2003

(d)

2002

(d)

2001

(d)

ING LifeStyle Growth Portfolio - Service 1 Class

2005

118,288

$10.67 to $11.83

1,373,807

0.33

0.95% to 2.60%

4.07% to 5.82%

2004

42,766

$11.05 to $11.18

475,452

(d)

0.95% to 2.60%

(d)

2003

(d)

2002

(d)

2001

(d)

327

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements


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

ING LifeStyle Moderate Growth Portfolio - Service 1 Class
2005	109,586	$10.52 to $11.53	$	1,239,629	0.62	%	0.95% to 2.60%	3.03% to 4.82%
2004	41,489	$10.88 to $11.00		453,887	(d)		0.95% to 2.60%	(d)
2003	(d)	(d)		(d)	(d)		(d)	(d)
2002	(d)	(d)		(d)	(d)		(d)	(d)
2001	(d)	(d)		(d)	(d)		(d)	(d)
ING LifeStyle Moderate Portfolio - Service 1 Class
2005	46,302	$10.43 to $11.33		515,732	0.84		0.95% to 2.60%	2.61% to 4.33%
2004	19,609	$10.74 to $10.86		211,827	(d)		0.95% to 2.60%	(d)
2003	(d)	(d)		(d)	(d)		(d)	(d)
2002	(d)	(d)		(d)	(d)		(d)	(d)
2001	(d)	(d)		(d)	(d)		(d)	(d)
ING Limited Maturity Bond Portfolio - Service Class
2005	13,640	$17.66 to $23.84		269,644	4.59		0.50% to 2.25%	-0.67% to 1.10%
2004	18,084	$17.78 to $23.58		357,305	4.19		0.50% to 2.25%	-0.89% to -0.90%
2003	27,037	$17.94 to $23.37		534,954	0.74		0.50% to 2.25%	0.56% to 2.32%
2002	28,506	$17.84 to $22.84		558,941	3.62		0.50% to 2.25%	4.82% to 6.68%
2001	19,509	$17.02 to $21.41		364,062	4.84		0.50% to 2.25%	6.78% to 8.30%
ING Liquid Assets Portfolio - Service Class
2005	38,622	$9.89 to $17.72		582,359	3.06		0.75% to 2.60%	0.15% to 2.01%
2004	41,260	$9.83 to $17.37		618,281	1.05		0.75% to 2.60%	-1.66% to 0.17%
2003	49,098	$9.95 to $18.00		745,674	0.78		0.50% to 2.55%	-1.78% to 0.22%
2002	66,797	$13.46 to $17.34		1,023,179	1.42		0.50% to 2.55%	-1.17% to 0.96%
2001	69,541	$13.62 to $17.79		1,071,485	3.59		0.50% to 2.55%	1.86% to 3.01%
ING Liquid Assets Portfolio - Service 2 Class
2005	1,143	$9.81 to $10.08		11,307	3.20		1.40% to 2.20%	0.40% to 1.22%
2004	970	$9.74 to $9.91		9,497	1.14		1.40% to 2.10%	-1.12% to -0.61%
2003	490	$9.85 to $9.91		4,837	0.81		1.40% to 1.85%	-1.30% to -0.80%
2002	180	$9.98 to $9.99		1,800	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)

328

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements

Division

Units
(000’s)

Unit Fair Value
(lowest to highest)

Net Assets
(000’s)

Investment
Income
Ratio^A

Expense Ratio^B
(lowest to highest)

Total Return^C
(lowest to highest)

ING Lord Abbett Affiliated Portfolio - Service Class

2005

10,892

$10.40 to $12.66

126,090

1.17

0.90% to 2.55%

2.87% to 4.54%

2004

13,023

$10.85 to $12.11

145,322

0.65

0.90% to 2.55%

7.43% to 9.01%

2003

13,185

$10.10 to $11.13

136,147

0.18

0.90% to 2.25%

28.34% to 30.04%

2002

11,516

$7.87 to $8.19

92,136

0.81

0.90% to 2.25%

-24.69% to -23.67%

2001

8,646

$10.45 to $10.73

91,400

1.30

0.90% to 2.25%

-6.16% to -5.13%

ING Lord Abbett Affiliated Portfolio - Service 2 Class

2005

208

$10.41 to $14.18

2,804

1.27

1.40% to 2.20%

3.15% to 3.89%

2004

144

$10.46 to $13.65

1,920

0.82

1.40% to 2.10%

7.66% to 8.25%

2003

$12.54 to $12.61

1,014

0.15

1.40% to 1.85%

28.72% to 29.20%

2002

$9.74 to $9.75

297

(b)

1.65% to 1.85%

(b)

2001

(b)

ING MarketPro Portfolio - Class S

2005

228

$9.98 to $10.17

2,308

(e)

1.40% to 2.10%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING MarketPro Portfolio - Class S2

2005

$9.95

(e)

1.95% to 2.20%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING MarketStyle Growth Portfolio - Class S

2005

262

$10.12

2,652

(e)

2.00%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

329

Separate Account B of

ING USA Annuity and Life Insurance Company

Notes to Financial Statements

Division

Units
(000’s)

Unit Fair Value
(lowest to highest)

Net Assets
(000’s)

Investment
Income
Ratio^A

Expense Ratio^B
(lowest to highest)

Total Return^C
(lowest to highest)

ING MarketStyle Moderate Growth Portfolio - Class S

2005

317

$10.11

3,206

(e)

2.00%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING MarketStyle Moderate Portfolio - Class S

2005

$9.98

906

(e)

2.00%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

ING Marsico Growth Portfolio - Service Class

2005

51,436

$10.77 to $17.90

818,414

—

0.50% to 2.60%

6.08% to 8.35%

2004

54,430

$11.02 to $16.52

813,432

—

0.50% to 2.60%

9.95% to 11.92%

2003

57,559

$12.87 to $14.76

778,700

—

0.50% to 2.25%

29.74% to 32.02%

2002

53,954

$9.92 to $11.18

560,041

—

0.50% to 2.25%

-31.16% to -29.91%

2001

66,921

$14.41 to $15.95

1,002,892

—

0.50% to 2.25%

-31.55% to -30.59%

ING Marsico Growth Portfolio - Service 2 Class

2005

1,600

$10.77 to $15.18

22,546

—

1.40% to 2.20%

6.47% to 7.20%

2004

1,088

$10.98 to $14.16

15,095

—

1.40% to 2.10%

10.23% to 10.72%

2003

654

$12.71 to $12.79

8,324

—

1.40% to 1.85%

30.23% to 30.81%

2002

$9.76 to $9.78

(b)

1.40% to 1.75%

(b)

2001

(b)

ING Marsico International Opportunities Portfolio - Service Class

2005

10,005

$12.32 to $12.46

123,938

(e)

0.90% to 2.60%

(e)

2004

(e)

2003

(e)

2002

(e)

2001

(e)

330


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

ING Mercury Large Cap Growth Portfolio - Service Class
2005	12,937	$10.88 to $12.16	$	151,911	—	%	0.80% to 2.60%	7.76% to 9.39%
2004	1,738	$10.69 to $11.08		18,861	—		0.90% to 2.25%	8.64% to 10.03%
2003	1,372	$9.84 to $10.07		13,630	—		0.90% to 2.25%	24.09% to 25.88%
2002	345	$7.93 to $8.00		2,742	(b)		0.90% to 2.15%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING Mercury Large Cap Value Portfolio - Service Class
2005	3,466	$10.53 to $12.64		42,124	—		0.80% to 2.45%	2.92% to 4.46%
2004	3,468	$11.64 to $12.10		40,913	0.27		0.80% to 2.25%	8.99% to 10.53%
2003	2,431	$10.68 to %10.92		26,184	0.21		0.90% to 2.25%	28.33% to 30.00%
2002	710	$8.32 to $8.40		5,931	(b)		0.90% to 2.25%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING Mercury Large Cap Value Portfolio - Service 2 Class
2005	225	$10.52 to $14.96		3,132	—		1.40% to 2.20%	2.92% to 3.60%
2004	170	$10.63 to $14.44		2,419	0.19		1.40% to 2.10%	9.33% to 9.81%
2003	61,511	$13.07 to $13.15		805	0.23		1.40% to 1.85%	28.64% to 29.30%
2002	5	$10.16 to $10.17		48	(b)		1.65% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING MFS Mid Cap Growth Portfolio - Service Class
2005	22,473	$10.26 to $28.16		552,840	—		0.50% to 2.60%	0.79% to 2.59%
2004	27,088	$22.90 to $27.45		661,572	—		0.50% to 2.25%	12.48% to 14.47%
2003	29,373	$20.36 to $23.98		634,357	—		0.50% to 2.25%	36.01% to 38.45%
2002	27,548	$14.97 to $17.32		435,581	—		0.50% to 2.25%	-49.97% to -49.07%
2001	29,521	$29.92 to $34.01		928,290	0.37		0.50% to 2.25%	-25.09% to -24.25%
ING MFS Mid Cap Growth Portfolio - Service 2 Class
2005	1,345	$10.26 to $15.39		19,172	—		1.40% to 2.20%	0.74% to 1.52%
2004	1,170	$10.80 to $15.16		17,093	—		1.40% to 2.10%	12.70% to 13.22%
2003	722	$13.31 to $13.39		9,625	—		1.40% to 1.85%	36.48% to 37.05%
2002	56	$9.75 to $9.77		549	(b)		1.40% to 1.80%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)

331


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

ING MFS Total Return Portfolio - Service Class
2005	53,957	$10.15 to $27.25	$	1,266,332	2.23	%	0.50% to 2.60%	0.19% to 2.37%
2004	54,357	$10.75 to $26.62		1,279,372	1.88		0.50% to 2.60%	8.30% to 10.59%
2003	52,822	$10.66 to $24.07		1,142,408	0.53		0.50% to 2.55%	13.79% to 16.17%
2002	45,174	$17.48 to $20.72		853,266	2.36		0.50% to 2.55%	-7.51% to -5.56%
2001	39,136	$18.90 to $21.94		793,394	4.88		0.50% to 2.55%	-1.44% to -0.32%
ING MFS Total Return Portfolio - Service 2 Class
2005	4,017	$10.15 to $12.78		48,425	2.28		1.40% to 2.20%	0.47% to 1.27%
2004	2,842	$10.70 to $12.62		35,147	2.53		1.40% to 2.10%	8.99% to 9.45%
2003	1,416	$11.46 to $11.53		16,257	0.74		1.40% to 1.85%	14.26% to 14.84%
2002	95	$10.03 to $10.04		955	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING MFS Utilities Portfolio - Service Class
2005	13,290	$10.19 to $11.44		151,085	(e)		0.80% to 2.60%	(e)
2004	(e)	(e)		(e)	(e)		(e)	(e)
2003	(e)	(e)		(e)	(e)		(e)	(e)
2002	(e)	(e)		(e)	(e)		(e)	(e)
2001	(e)	(e)		(e)	(e)		(e)	(e)
ING Oppenheimer Main Street Portfolio® - Service Class
2005	21,352	$10.44 to $23.09		447,401	0.92		0.80% to 2.60%	3.05% to 4.91%
2004	24,115	$10.85 to $22.01		487,638	1.04		0.80% to 2.55%	10.64% to 11.08%
2003	27,160	$16.70 to $19.66		494,911	0.21		0.80% to 2.55%	21.45% to 23.57%
2002	28,285	$13.75 to $15.91		421,035	0.41		0.80% to 2.55%	-28.35% to -25.45%
2001	31,622	$19.19 to $21.34		637,711	0.12		0.80% to 2.25%	-22.97% to -22.09%
ING Oppenheimer Main Street Portfolio® - Service 2 Class
2005	336	$10.43 to $13.78		4,350	0.92		1.40% to 2.20%	3.36% to 4.08%
2004	219	$10.73 to $13.24		2,848	0.79		1.40% to 2.10%	10.00% to 11.95%
2003	165	$11.84 to $11.92		1,951	0.18		1.40% to 1.85%	22.06% to 22.66%
2002	34	$9.70 to $9.72		326	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)

332

333


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

ING Salomon Brothers All Cap Portfolio - Service Class
2005	29,486	$10.35 to $13.22	$	370,733	0.48	%	0.90% to 2.60%	1.89% to 3.61%
2004	34,853	$10.52 to $12.76		427,236	0.18		0.90% to 2.55%	5.04% to 6.87%
2003	36,433	$11.11 to $11.94		421,482	0.06		0.90% to 2.55%	35.73% to 37.56%
2002	29,232	$8.34 to $8.68		247,740	0.22		0.90% to 2.55%	-27.23% to -26.19%
2001	25,814	$11.46 to $11.76		299,314	1.47		0.90% to 2.25%	0.00% to 0.94%
ING Salomon Brothers All Cap Portfolio - Service 2 Class
2005	1,621	$10.36 to $14.25		21,049	0.57		1.40% to 2.20%	2.33% to 2.97%
2004	1,115	$10.30 to $13.84		14,779	0.38		1.40% to 2.10%	5.63% to 6.13%
2003	472	$12.96 to $13.04		6,124	—		1.40% to 1.85%	36.13% to 36.83%
2002	18	$9.52 to $9.53		176	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING T. Rowe Price Capital Appreciation Portfolio - Service Class
2005	59,970	$10.68 to $46.65		2,239,487	1.30		0.80% to 2.60%	5.33% to 6.87%
2004	49,150	$34.53 to $43.65		1,866,804	1.12		0.80% to 2.25%	13.96% to 15.69%
2003	41,070	$30.30 to $37.73		1,365,679	0.36		0.80% to 2.25%	22.42% to 24.23%
2002	34,525	$24.75 to $30.37		935,079	1.72		0.80% to 2.25%	-1.79% to -0.33%
2001	23,375	$25.20 to $30.47		644,971	3.34		0.80% to 2.25%	7.85% to 9.02%
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class
2005	6,643	$10.67 to $15.02		91,512	1.33		1.40% to 2.20%	5.34% to 6.08%
2004	4,029	$11.24 to $14.16		55,427	1.53		1.40% to 2.10%	14.27% to 14.84%
2003	1,646	$12.26 to $12.33		20,206	0.48		1.40% to 1.85%	22.70% to 23.18%
2002	89	$9.99 to $10.01		894	(b)		1.40% to 1.85%	(b)
2001	(b)	(b)		(b)	(b)		(b)	(b)
ING T. Rowe Price Equity Income Portfolio - Service Class
2005	34,766	$10.34 to $34.12		940,116	1.16		0.50% to 2.60%	1.18% to 3.39%
2004	33,622	$11.01 to $33.00		916,190	0.96		0.50% to 2.60%	12.27% to 14.31%
2003	26,391	$22.16 to $28.87		643,858	0.31		0.50% to 2.25%	22.36% to 24.55%
2002	20,545	$18.11 to $23.18		409,670	1.34		0.50% to 2.25%	-15.14% to -13.64%
2001	17,698	$21.34 to $26.84		416,763	1.95		0.50% to 2.25%	-0.58% to 1.46%

334


	(a)	As investment Division was not available until 2001, this data is not meaningful and is therefore not presented.
	(b)	As investment Division was not available until 2002, this data is not meaningful and is therefore not presented.
	(c)	As investment Division was not available until 2003, this data is not meaningful and is therefore not presented.
	(d)	As investment Division was not available until 2004, this data is not meaningful and is therefore not presented.
	(e)	As investment Division was not available until 2005, this data is not meaningful and is therefore not presented.

	A	The Investment Income Ratio represents dividends received by the Division, excluding capital gains distributions, divided by the average net assets. The recognition of investment income is determined by the timing of the declaration of dividends by the underlying fund in which the Division invests.
	B	The Expense Ratio considers only the expenses borne directly by the Account and is equal to the mortality and expense charge, plus annual administrative charges and other contract charges, as defined in Note 3. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.
	C	Total Return is calculated as the change in unit value for each Contract presented in the Statements of Assets and Liabilities. Certain items in this table are presented as a range of minimum and maximum values; however, such information is calculated independently for each column in the table.

Item 24. Financial Statements and Exhibits
Financial Statements:
(a)(1)	Included in Part A: Condensed Financial Information
(2)	Included in Part B: Financial Statements of Separate Account B:
-		Report of Independent Registered Public Accounting Firm
-		Statements of Assets and Liabilities as of December 31, 2005
-		Statements of Operations for the year ended December 31, 2005
-		Statements of Changes in Net Assets for the years ended December 31, 2005 and 2004
-		Notes to Financial Statements
	Financial Statements of ING USA Annuity and Life Insurance Company:
-		Report of Independent Registered Public Accounting Firm
-		Statements of Operations for the years ended December 31, 2005, 2004, and 2003
-		Balance Sheets as of December 31, 2005 and 2004
-		Statements of Changes in Shareholder’s Equity for the years ended December 31, 2005, 2004, and 2003
-		Statements of Cash Flows for the years ended December 31, 2005, 2004, and 2003
-		Notes to Financial Statements

(1)	Incorporated herein by reference to the Initial Registration Statement on Form N-4 for Separate Account B of Golden American filed with the Securities and Exchange Commission on March 19, 2001 (Nos. 333-57218; 811-05626)
(2)	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, 2001 (File Nos. 333-57218, 811-5626).
(3)	Incorporated herein by reference to Post-Effective Amendment No. 32 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 26, 2002 (File Nos. 033-23351, 811-5626).
(4)	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 29, 2002 (File Nos. 333-70600, 811-5626).
(5)	Incorporated herein by reference to Post-Effective Amendment No. 34 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 15, 2003 (File Nos. 033-23351, 811-5626).
(6)	Incorporated herein by reference to Post-Effective Amendment No. 5 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B Separate Account B filed with the Securities and Exchange Commission on April 16, 2003 (File Nos. 333-57218, 811-5626).
(7)	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, 811-5626).
(8)	Incorporated herein by reference to Post-Effective Amendment No. 26 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 13, 2004 (File Nos. 333-28755, 811-5626).
(9)	Incorporated herein by reference to Post-Effective Amendment No. 6 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 21, 2005 (File Nos. 333-70600, 811-5626).
(10)	Incorporated herein by reference to Post-Effective Amendment No. 8 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 December 2, 2005 (File Nos. 333-33914, 811-5626).
(11)	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 29, 2002 (File Nos. 333-70600, 811-5626).
(12)	Incorporated herein by reference to Post-Effective Amendment No. 35 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 11, 2006 (File Nos. 333-28755, 811-5626).
(13)	Incorporated herein by reference to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 for ING Life Insurance and Annuity Company (File No. 333-130833) as filed with the Securities and Exchange Commission on April 11, 2006.

Name	Principal Business Address	Position(s) with Depositor
Harry N. Stout	1475 Dunwoody Drive West Chester, PA 19380	President
Jacques de Vaucleroy	5780 Powers Ferry Road Atlanta, GA 30327-4390	Director and Senior Vice President
David A. Wheat	5780 Powers Ferry Road Atlanta, GA 30327-4390	Chief Financial Officer, Director Executive Vice President
Steven T. Pierson	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President and Chief Accounting Officer
Kathleen A. Murphy	151 Farmington Avenue Hartford, CT 06156	Director
Thomas J. McInerney	5780 Powers Ferry Road Atlanta, GA 30327-4390	Director and Chairman
Catherine H. Smith	151 Farmington Avenue Hartford, CT 06156	Director
Boyd G. Combs	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President
James R. Gelder	20 Washington Avenue South Minneapolis, MN 55402	Senior Vice President

James R. McInnis	1475 Dunwoody Drive West Chester, PA 19380	Senior Vice President
Andrew D. Chua	1290 Broadway Denver, CO 80203	President, ING Institutional Markets
David S. Pendergrass	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President and Treasurer
Joy M. Benner	20 Washington Avenue South Minneapolis, MN 55402	Secretary

Name and Principal Business Address	Positions and Offices with Underwriter
James R. McInnis	Director and President
Robert J. Hughes	Director
Matthew J. Rider	Director
Shaun P. Mathews 10 State House Square, Hartford, CT 06103	Executive Vice President
Kimberly Anderson 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Senior Vice President
James M. Hennessey 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Senior Vice President
Laurie M. Tillinghast 10 State House Square, Hartford, CT 06103	Senior Vice President
Stanley D. Vyner 230 Park Ave 13th Floor, New York, NY 10169	Senior Vice President
Anita F. Woods 5780 Powers Ferry Road Atlanta, GA. 30327-4390	Chief Financial Officer
Beth G. Shanker 1290 Broadway Denver, CO. 80203	Broker Dealer Chief Compliance Officer
Joseph M. O’Donnell 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Investment Advisor Chief Compliance Officer
Julius A. Drelick, III 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Vice President
William A. Evans 151 Farmington Avenue Hartford, CT 06156	Vice President
Alyce L. Shaw	Vice President
David S. Pendergrass 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Vice President and Treasurer
Dawn M. Peck 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Vice President, Assistant Treasurer and Assistant Secretary
Dianna R. Cavender 20 Washington Avenue South, Minneapolis, MN 55402	Assistant Secretary
Randall K. Price 20 Washington Avenue South, Minneapolis, MN 55402	Assistant Secretary
Edwina P.J. Steffer 20 Washington Avenue South, Minneapolis, MN 55402	Assistant Secretary
Stephen G. Wastek 7337 E Doubletree Ranch Road, Scottsdale, AZ 85258	Assistant Secretary
Bruce Kuennen	Attorney-in-Fact
James A. Shuchart	General Counsel
Joy M. Benner 20 Washington Avenue South, Minneapolis, MN 55402	Secretary

(c)
Name of Principal Underwriter	2005 Net Underwriting Discounts and Commissions	Compensation on Redemption	Brokerage Commissions	Compensation
DSI	$378,135,000	$0	$0	$0

	____________________	President (principle executive officer)
	Harry N. Stout*

	Directors

	____________________	Chief Accounting Officer
	David A. Wheat*

	____________________	Chief Accounting Officer
	Steven T. Pierson*

	____________________
	Jacques de Vaucleroy*

	____________________
	Thomas J. McInerney*

	____________________
	Kathleen A. Murphy*

	____________________
	Catherine H. Smith*

By:	/s/ James A. Shuchart
	James A. Shuchart
	Counsel of Depositor

	*Executed by James A. Shuchart on behalf of those indicated pursuant to Power of Attorney.

ITEM	EXHIBIT	PAGE #

9	Opinion and Consent of Counsel	EX-99.B9
10	Consent of Independent Registered Public Accounting Firm	EX-99.B10