485BPOS 1 n4landmark.htm LANDMARK REGISTRATION

As filed with the Securities and Exchange Commission on August 21, 2006

Registration Nos. 333-30180; 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. 27	x

and/or

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, PA 19380-1478

(Address of Depositor's Principal Executive Offices) (Zip Code)

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, PA 19380-1478

(610) 425-3404

(Name and Address of Agent for Service)

Copy to:

Nichole J. Starr, Esq.

ING Americas (U.S. Legal Services)

1475 Dunwoody Drive West Chester, PA 19380-1478

(610) 425-3837

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):

x	immediately upon filing pursuant to paragraph (b) of Rule 485
[ ]	on (date) pursuant to paragraph (b) of Rule 485
[ ]	60 days after filing pursuant to paragraph (a)(1) of Rule 485
[ ]	on (date) pursuant to paragraph (a)(1) of Rule 485

If appropriate, check the following box:

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

Title of Securities Being Registered:

Interests in a separate account under flexible premium deferred variable annuity contracts.

PART A

ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

ING GOLDENSELECT LANDMARK

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August 21, 2006

This prospectus describes ING GoldenSelect Landmark, a group and individual deferred variable annuity contract (the “Contract”) offered for sale by ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,” “we,” “us” or “our”) through Separate Account B (the “Separate Account”). The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment (“qualified Contracts”) under the Internal Revenue Code of 1986, as amended (the “Tax Code”), as well as those that do not qualify for such treatment (“non-qualified Contracts”).

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The Contract provides a means for you to invest your premium payments in one or more mutual fund investment portfolios. You may also allocate premium payments to our Fixed Account with guaranteed interest periods. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you select and any interest credited to your allocations in the Fixed Account. For Contracts sold in some states, not all Fixed Interest Allocations or subaccounts are available. The investment portfolios available under your Contract are listed on the next page.

You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted contract value (which may be more or less than the premium payments you paid), or if required by your state, the original amount of your premium payment. Longer free look periods apply in some states and in certain situations.

Replacing an existing annuity with the Contract may not be beneficial to you. Your existing annuity may be subject to fees or penalties on surrender, and the Contract may have new charges.

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This prospectus provides information that you should know before investing and should be kept for future reference. A Statement of Additional Information (“SAI”), dated August 21, 2006, has been filed with the Securities and Exchange Commission (“SEC”). It is available without charge upon request. To obtain a copy of this document, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or access the SEC’s website (http://www.sec.gov). The table of contents of the SAI is on the last page of this prospectus and the SAI is made part of this prospectus by reference.

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

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An investment in any subaccount through a Trust or Fund is not a bank deposit and is not insured or guaranteed by any bank or by the Federal Deposit Insurance Corporation or any other government agency.

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

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 FMR^SM Mid Cap Growth Portfolio (Class S)

ING Franklin Income Portfolio (Class S)

ING Global Real Estate Portfolio (Class S)

ING Global Resources Portfolio (Class S)

ING Global Technology 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 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 Thornburg Value 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 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^[1]

ProFund VP Bull

ProFund VP Rising Rates Opportunity

ProFund VP Small-Cap

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Please note that these portfolios are not available for Contracts offered through Smith Barney and Citicorp Investment Services.

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TABLE OF CONTENTS

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			Page
Index of Special Terms			ii
Fees and Expenses			1
Condensed Financial Information			4
ING USA Separate Account B			4
ING USA Annuity and Life Insurance Company			5
The Trusts and Funds			6
Charges and Fees			7
The Annuity Contract			12
Withdrawals			29
Transfers Among Your Investments			32
Death Benefit Choices			36
The Annuity Options			41
Other Contract Provisions			43
Other Information			46
Federal Tax Considerations			47
Statement of Additional Information			SAI-1
Appendix A	-	Condensed Financial Information	A1
Appendix B	-	The Investment Portfolios	B1
Appendix C	-	Fixed Account II	C1
Appendix D	-	Fixed Interest Division	D1
Appendix E	-	Surrender Charge for Excess Withdrawals Example	E1
Appendix F	-	Special Funds and Excluded Funds Examples	F1
Appendix G	-	Examples of Minimum Guaranteed Income Benefit Calculation	G1
Appendix H	-	ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples	H1
Appendix I	-	Examples of Fixed Allocation Fund Automatic Rebalancing	I1
Appendix J	-	MGWB For Contracts in States Where ING LifePay Not Available	J1
Appendix K	-	MGWB Excess Withdrawal Amount Examples For Contracts in States Where ING LifePay Not Available	K1

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INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of each term:

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Special Term	Page
Accumulation Unit	4
Annuitant	15
Annuity Start Date	14
Cash Surrender Value	18
Contract Date	14
Contract Owner	14
Contract Value	18
Contract Year	14
Covered Fund	8
Earnings Multiplier Benefit	52
Excluded Fund	8
Free Withdrawal Amount	9
Market Value Adjustment	C2
Max 7 Enhanced Death Benefit	51
Net Investment Factor	4
Net Rate of Return	4
Quarterly Ratchet Enhanced Death Benefit	50
Restricted Fund	7
Rider Date	20
7% Solution Death Benefit Element	51
Special Fund	8
Standard Death Benefit	49

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The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract:

Term Used in This Prospectus	Corresponding Term Used in the Contract
Accumulation Unit Value	Index of Investment Experience
Annuity Start Date	Annuity Commencement Date
Contract Owner	Owner or Certificate Owner
Contract Value	Accumulation Value
Transfer Charge	Excess Allocation Charge
Fixed Interest Allocation	Fixed Allocation
Free Look Period	Right to Examine Period
Guaranteed Interest Period	Guarantee Period
ING LifePay Base	MGWB Base
MGIB Benefit Base	MGIB Charge Base
Subaccount(s)	Division(s)
Net Investment Factor	Experience Factor
Regular Withdrawals	Conventional Partial Withdrawals
Withdrawals	Partial Withdrawals

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FEES AND EXPENSES

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The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the Contract. For more information about the fees and expenses, please see the “Charges and Fees” section later in this prospectus.

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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.

Contract Owner Transaction Expenses¹

Surrender Charge:

Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment

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Surrender Charge (as a percentage of Premium Payment withdrawn)

Transfer Charge

$25 per transfer, currently zero

Premium Tax

0% to 3.5%

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If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This may increase or decrease your contract value and/or your transfer or surrender amount.

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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.

Separate Account Annual Charges

Contract without any of the optional riders that may be available

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Annual Contract Administrative Charge¹

$30

(We waive this charge if the total of your premium payments is $100,000 or more or if your contract value at the end of a contract year is $100,000 or more.)

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	Standard	Enhanced Death Benefits
	Death Benefit	Quarterly Ratchet	Max 7
Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total²	1.65%	1.90%	2.20%

We deduct this charge on each contract anniversary and on surrender.

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These charges are as a percentage of average contract value in each subaccount. These annual charges are deducted daily.

The next tables show the charges for the optional riders that may be available with the Contract. In addition to the Earnings Multiplier Benefit rider, you may add only one of the following living benefit riders to your contract. For more information about which one may be right for you, please see “The Annuity Contract – Optional Riders.”

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Fore more information about the charges for the optional riders, please see “Charges and Fees – Optional Rider Charges.”

Optional Rider Charge¹

Earnings Multiplier Benefit rider:

As an Annual Charge

(Charge Deducted Quarterly)

Maximum Annual Charge

0.30% of contract value

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Minimum Guaranteed Income Benefit rider:

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As an Annual Charge

(Charge Deducted Quarterly)

Maximum Annual Charge

0.75% of the MGIB Charge Base²

1.50% of the MGIB Charge Base²

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ING LifePay Minimum Guaranteed Withdrawal Benefit rider :

As an Annual Charge - Currently

(Charge Deducted Quarterly)

Maximum Annual Charge if Reset Benefit Elected³

0.50% of contract value

1.20% of contract value

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently

(Charge Deducted Quarterly)

Maximum Annual Charge if Reset Benefit Elected⁴

0.75% of contract value

1.50% of contract value

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For more information about how the MGIB Charge Base is determined, please see “Charges and Fees – Optional Riders - Minimum Guaranteed Income Benefit Rider.”

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Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit – ING LifePay Reset Option.”

⁴

Please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Reset Option.”

The next two tables show the total annual charges you could pay based on the amounts you have invested in the subaccounts (unless otherwise indicated), if you elect the Minimum Guaranteed Income Benefit rider, based on maximum or current charges under the contract, not including trust or fund fees and expenses. These tables show the charges for all currently available death benefits under the Contract and the earnings multiplier benefit rider. These tables do not reflect the Annual Contract Administrative Charge. For purposes of these tables, we have assumed that the value of the amounts invested in the subaccounts and the MGIB Charge Base are both the same as the contract value.

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Separate Account Annual Charges

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	Standard	Enhanced Death Benefits
MAXIMUM CHARGES	Death Benefit	Quarterly Ratchet	Max 7
Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%

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Earnings Multiplier Benefit Rider Charge	0.30%	0.30%	0.30%
Maximum Minimum Guaranteed Income Benefit Rider Charge (as percentage of MGIB Charge Base)	1.50%	1.50%	1.50%
Total	3.45%	3.70%	4.00%

	Standard	Enhanced Death Benefits
CURRENT CHARGES	Death Benefit	Quarterly Ratchet	Max 7
Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Earnings Multiplier Benefit Rider Charge	0.30%	0.30%	0.30%
Current Minimum Guaranteed Income Benefit Rider Charge (as percentage of MGIB Charge Base)	0.75%	0.75%	0.75%
Total	2.70%	2.95%	3.25%

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The next item shows the minimum and maximum total operating expenses charged by the 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.

Trust or Fund Expenses

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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, 2}, 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 or Trust 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.

No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please see “Charges and Fees – Charges Deducted From the Contract Value – Redemption Fees.”

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Example:

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This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner Transaction Expenses (except Transfer Charges, if any) and Separate Account Annual Expenses, for a Contract without any of the optional riders that may be available. The costs also include the total operating expenses charged by the most expensive trust or fund that may be available under your Contract. The example assumes that you invest $10,000 in the Contract for the time periods indicated and that your investment has a 5% return each year. </R>

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

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

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1) If you surrender your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,001	$1,615	$2,046	$4,197
2) If you annuitize at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,001	$1,615	$2,046	$4,197
3) If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$401	$1,215	$2,046	$4,197

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Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract Provisions - Selling the Contract.”

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CONDENSED FINANCIAL INFORMATION

Accumulation Unit

We use accumulation units to calculate the value of a Contract. Each subaccount of Separate Account B has its own accumulation unit value. The accumulation units are valued each business day that the New York Stock Exchange is open for trading. Their values may increase or decrease from day to day according to a Net Investment Factor, which is primarily based on the investment performance of the applicable investment portfolio. Shares in the investment portfolios are valued at their net asset value.

Tables containing (i) the accumulation unit value history of each subaccount of ING USA Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in “Appendix A — Condensed Financial Information.” 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.

The Net Investment Factor

The Net Investment Factor is an index number which reflects certain charges under the Contract and the investment performance of the subaccount. The Net Investment Factor is calculated for each subaccount as follows:

We take the net asset value of the subaccount at the end of each business day.

We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.

We divide (2) by the net asset value of the subaccount at the end of the preceding business day.

We then subtract the applicable daily charges from the subaccount: the mortality and expense risk charge; the asset-based administrative charge; and any optional rider charges.

Calculations for the subaccounts are made on a per share basis.

The Net Rate of Return equals the Net Investment Factor minus one.

Financial Statements

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The financial statements of the Separate Account and ING USA can be found in the SAI. The financial statements of the Separate Account include information about all contracts offered through the Separate Account. The financial statements of ING USA should only be considered as bearing on the Company’s ability to meet its contractual

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obligations under the Contracts. ING USA’s financial statements do not bear on the future investment experience of the assets held in the Separate Account.

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ING USA 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 “1940 Act”). Separate Account B is a separate investment account used for our variable annuity contracts. We own all the assets in Separate Account B but such assets are kept separate from our other accounts.

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Separate Account B is divided into subaccounts. Each subaccount invests exclusively in shares of one investment portfolio of a Trust or Fund. Each investment portfolio has its own distinct investment objectives and policies. Income, gains and losses, realized or unrealized, of a portfolio 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. When we deduct the fees we charge for the Contract, these would constitute excess assets that we would transfer to the general account. We are obligated to pay all benefits and make all payments provided under the Contracts, and will keep the Separate Account fully funded to cover such liabilities.

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Note: 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. Under certain circumstances, we may make certain changes to the subaccounts. For more information, see “The Annuity Contract — Addition, Deletion, or Substitution of Subaccounts and Other Changes.”

ING USA ANNUITY AND LIFE INSURANCE COMPANY

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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 are a subsidiary of ING, ING is not responsible for the obligations under the Contract. The obligations under the Contract are solely the responsibility of ING USA.

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Lion Connecticut is the holding company for Directed Services, Inc., the investment manager of the ING Investors Trust and the distributor of the Contracts, and other interests. ING also owns ING Investments, LLC and ING Investment Management Co., 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.

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

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.

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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.

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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 SEC pursuant to the Securities Exchange Act of 1934, as amended.

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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 (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; 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. In connection with one such investigation, certain company affiliates have been named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation concerning their administration of the New Hampshire State Employees Deferred Compensation Plan. ING is cooperating with this regulator to resolve the matter. Other federal and state regulators could initiate similar actions in this or other areas of ING’s businesses.

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

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

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THE TRUSTS AND FUNDS

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You will find information about the Trusts and Funds currently available under your Contract in “Appendix B — The Investment Portfolios.” A prospectus containing more complete information on each Trust or Fund may be obtained by calling our Customer Service Center at (800) 366-0066. You should read the prospectus carefully before investing.

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 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.

If, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts participating in the Trusts or Funds conflict, we, the Boards of Trustees or Directors of the Trusts or Funds, and any other insurance companies participating in the Trusts or Funds will monitor events to identify and resolve any material conflicts that may arise.

Restricted Funds

We may, with 30 days notice to you, designate any investment option as a Restricted Fund and limit the amount you may allocate or transfer to a Restricted Fund. We may also change the limitations on existing contracts with respect to new premiums added to investment portfolios and with respect to new transfers to investment portfolios. We may establish any limitations, at our discretion, as a percentage of premium or contract value, or as a specified dollar amount, and change the limitation at any time. Currently, we have not designated any investment option as a Restricted Fund. If we designate an investment option as a Restricted Fund or set applicable limitations, such change will apply only to transactions made after the designation.

We limit your investment in the Restricted Funds on an aggregate basis for all Restricted Funds and for each individual Restricted Fund. Currently, we limit an investment in Restricted Funds to the following limitations: no more than $999,999,999, and no more than 30 percent of contract value. We may change these limits, in our discretion, for new contracts, premiums, transfers or withdrawals.

We monitor the aggregate and individual limits on investments in Restricted Funds for each transaction (e.g. premium payments, reallocations, withdrawals, dollar cost averaging). If the contract value in the Restricted Funds has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of contract value from the Restricted Funds. However, if the contract value in the Restricted Funds exceed the aggregate limit, if you take a withdrawal, it must come from either the Restricted Funds or pro-rata from all investment options in which contract value is allocated, so that the percentage of contract value in the Restricted Funds following the withdrawal is less than or equal to the percentage of contract value in the Restricted Funds prior to the withdrawal.

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We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. If the total amount of your requested transfer exceeds the applicable limits, we will inform your financial representative or you that we will not process any part of the transfer and that new instructions will be requested. We will not limit transfers from Restricted Funds. If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit.

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Please see “Withdrawals” and “Transfers Among Your Investments” in this prospectus for more information on the effect of Restricted Funds.

Covered Funds, Special Funds and Excluded Funds

For purposes of determining death benefits and benefits under the optional benefit riders (but not the earnings multiplier benefit rider), we assign the investment options to one of three categories of funds. The categories are:

Covered Funds;

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Special Funds; and

Excluded Funds.

Allocations to Covered Funds participate fully in all guaranteed benefits. Allocations to Special Funds could affect the death benefit and/or optional benefit rider guarantee that may otherwise be provided. Allocations to Excluded Funds do not participate in any guaranteed benefits, due to their potential for volatility. No investment options are currently designated as Excluded Funds.

Designation of investment options under these categories may vary by benefit. For example, we may designate an investment option a Special Fund for purposes of calculating a benefit under an optional benefit rider, but not a death benefit, or for calculating one death benefit and not another. We may, with 30 days notice to you, designate any investment option as a Special or Excluded Fund with respect to new premiums added to such investment option and also with respect to new transfers to such investment option. Please see Appendix F for examples.

CHARGES AND FEES

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We deduct the contract charges described below to compensate us for our costs and expenses, services provided and risks assumed under the Contracts. We incur certain costs and expenses for distributing and administering the Contracts, including compensation and expenses paid in connection with sales of the Contracts, for paying the benefits payable under the Contracts and for bearing various risks associated with the Contracts. Some of the charges are for optional riders, so they are only deducted if you elect to purchase the rider. The amount of a contract charge will not always correspond to the actual costs associated with the charge. For example, the surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or benefits provided. We expect to profit from the charges, including the mortality and expense risk charge and rider and benefit charges, and we may use such profits to finance the distribution of Contracts.

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Charge Deduction Subaccount

You may elect to have all charges, except daily charges, against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the Liquid Assets subaccount for this purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we will deduct the charges as discussed below. You may cancel this option at any time by sending notice to our Customer Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value

We deduct the following charges from your contract value:

Surrender Charge. We will deduct a contingent deferred sales charge (a “surrender charge”) if you surrender your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 4-year period from the date we receive and accept a premium payment. We base the surrender charge on a percentage of each premium payment withdrawn. The surrender charge is based on the amount requested for withdrawal. The surrender charge is deducted from the contract value remaining after you have received the amount requested for withdrawal. This charge is intended to cover sales expenses that we have incurred. We may reduce or waive the surrender charge in certain situations. We will never charge more than the maximum surrender charges. The percentage of premium payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have elapsed since that premium payment was made. We determine the surrender charge as a percentage of each premium payment as follows:

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Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment
Surrender Charge (as a percentage of Premium Payment withdrawn)	6%	5%	4%	3%	0%

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Waiver of Surrender Charge for Extended Medical Care or Terminal Illness. We will waive the surrender charge in most states in the following events: (i) you begin receiving qualified extended medical care on or after the first contract anniversary for at least 45 days during a 60-day period and we receive your request for the surrender or withdrawal, together with all required documentation at our Customer Service Center during the term of your care or within 90 days after the last day of your care; or (ii) you are first diagnosed by a qualified medical professional, on or after the first contract anniversary, as having a qualifying terminal illness. We have the right to require an examination by a physician of our choice. If we require such an examination, we will pay for it. You are required to send us satisfactory written proof of illness. See your Contract for more information. The waiver of surrender charge may not be available in all states.

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Free Withdrawal Amount. The Free Withdrawal Amount is the greater of (i) any earnings less previous withdrawals, and (ii) 10% of premium payments paid within 4 years prior to the date of withdrawal and not previously withdrawn, less any previous withdrawals taken in the same contract year.

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Surrender Charge for Excess Withdrawals. We will deduct a surrender charge for excess withdrawals, which may include a withdrawal you make to satisfy required minimum distribution requirements under the Tax Code. We consider a withdrawal to be an excess withdrawal when the amount you withdraw in any contract year exceeds the Free Withdrawal Amount. When you are receiving systematic withdrawals, any combination of regular withdrawals taken and any systematic withdrawals expected to be received in a contract year will be included in determining the amount of the excess withdrawal. In other words, if any single withdrawal or sum of withdrawals exceeds the Free Withdrawal Amount, then you will incur a surrender charge on the excess portion, no matter that the withdrawal is a regular withdrawal or a systematic withdrawal. Premium taxes may also apply. We will deduct such charges from the contract value in proportion to the contract value in each subaccount or Fixed Interest Allocation from which the excess withdrawal was taken. In instances where the excess withdrawal equals the entire contract value in such subaccounts or Fixed Interest Allocations, we will deduct charges proportionately from all other subaccounts and Fixed Interest Allocations in which you are invested. Any withdrawal from a Fixed Interest Allocation more than 30 days before its maturity date will trigger a Market Value Adjustment. See Appendix C and the Fixed Account II prospectus for more information.

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For the purpose of calculating the surrender charge for an excess withdrawal: (i) we treat premiums as being withdrawn on a first-in, first-out basis; and (ii) amounts withdrawn which are not considered an excess withdrawal are not considered a withdrawal of any premium payments. We have included an example of how this works in Appendix E. Although we treat premium payments as being withdrawn before earnings for purpose of calculating the surrender charge for excess withdrawals, the federal tax law treats earnings as withdrawn first.

Premium Taxes. We may charge for state and local premium taxes depending on your state of residence. These taxes can range from 0% to 3.5% of the premium payment. We have the right to change this amount to conform with changes in the law or if you change your state of residence.

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We deduct the premium tax from your contract value or from the MGIB Charge Base, if exercised, on the annuity start date. However, some jurisdictions impose a premium tax at the time initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it when you surrender the Contract, when you take an excess withdrawal or on the annuity start date.

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Administrative Charge. We deduct an annual administrative charge on each contract anniversary. If you surrender your Contract prior to a contract anniversary, we deduct an administrative charge when we determine the cash surrender value payable to you. The charge is $30 per Contract. We waive this charge if your contract value is $100,000 or more at the end of a contract year or the total of your premium payments is $100,000 or more or under other under conditions established by ING USA. We deduct the charge proportionately from all subaccounts in which you are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid.

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Transfer Charge. We currently do not deduct any charges for transfers made during a contract year. We have the right, however, to assess up to $25 for each transfer after the twelfth transfer in a contract year. The charge will not apply to any transfers due to the election of dollar cost averaging or automatic rebalancing.

Redemption Fees. 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.

Charges Deducted from the Subaccounts

Mortality and Expense Risk Charge. The amount of the mortality and expense risk charge depends on the death benefit you have elected. The charge is deducted on each business day and is a percentage of average daily assets based on the assets you have in each subaccount. The mortality and expense risk charge compensates the Company for death benefit and annuitization risks and the risk that expense charges will not cover actual expenses. If there are any profits from the mortality and expense risk charge, we may use such profits to finance the distribution of Contracts.

Standard

Death Benefit

Quarterly Ratchet

Enhanced

Death Benefit

Max 7

Enhanced

Death Benefit

Annual Charge

1.50%

Annual Charge

1.75%

Annual Charge

2.05%

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Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual basis, is equal to 0.15% of the assets you have in each subaccount. We deduct the charge from your assets in each subaccount on each business day for each day since the previous business day.

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Optional Rider Charges. Some features and benefits of the Contract, if available, are available by rider for an additional charge. Please check your application for the Contract to be sure. Once elected, a rider cannot be canceled independently of the Contract. Below is information about the charge for a rider. Riders are subject to conditions and limitations. For more information about how the Earnings Multiplier Benefit rider works, including the conditions and limitations, please see “Death Benefits – Death Benefit During the Accumulation Phase – Earnings Multiplier Benefit Rider.” For more information about how each living benefit rider works, including the defined terms used in connection with the riders, as well as the conditions and limitations, please see “The Annuity Contract – Optional Riders.”

Earnings Multiplier Benefit Rider Charge. Subject to state availability, you may purchase the earnings multiplier benefit rider for a non-qualified Contract either at issue or on the next contract anniversary following the introduction of the benefit in your state, if later. So long as the rider is in effect, we will deduct a separate quarterly charge for the rider through a pro-rata reduction of the contract value of the subaccounts in which you are invested. If there is insufficient contract value in the subaccounts, we will deduct the charges from your Fixed Interest Allocations starting with the allocation nearest its maturity date. If that is insufficient, we will deduct the charge from the allocation next nearest its maturity date, and so on. We deduct the rider charge on each quarterly contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date. If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter based on the current contract value immediately prior to the surrender or annuitization. The quarterly charge for the earnings multiplier benefit rider is 0.08% (0.30% annually). For a description of the rider, see “Earnings Multiplier Benefit Rider.”

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Minimum Guaranteed Income Benefit (MGIB) Rider Charge. The charge for the MGIB rider, a living benefit, is deducted quarterly, and is a percentage of the MGIB Charge Base:

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Maximum Annual Charge

Current Annual Charge

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1.50%

0.75%

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We deduct the quarterly charge in arrears from the subaccounts in which you are invested based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. The charge is deducted even if you decide never to exercise your right to annuitize under this rider. For more information about how this rider works, including how the MGIB Charge Base is determined, please see “The Annuity Contract - Optional Riders – Minimum Guaranteed Income Benefit Rider.”

If the contract value in the subaccounts is insufficient for the charge, then we deduct it from any Fixed Interest Allocations, in which case a Market Value Adjustment may apply. But currently, a Market Value Adjustment would not apply when this charge is deducted from a Fixed Interest Allocation. With Fixed Interest Allocations, we deduct the charge from the Fixed Interest Allocation having the nearest maturity. For more information about the Fixed Interest Allocation, including the Market Value Adjustment, please see Appendix C. We reserve the right to change the charge for this rider, subject to the maximum annual charge. If changed, the new charge will only apply to riders issued after the change.

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ING LifePay Minimum Guaranteed Withdrawal Benefit (ING LifePay) Rider Charge. The charge for the ING LifePay rider, a living benefit, is deducted quarterly and is a percentage of contract value:

Maximum Annual Charge	Current Annual Charge
1.20%	0.50%

We deduct the quarterly charge in arrears based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. If the rider is added after contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end. Similarly, the charge is pro-rated based on what is owed at the time the rider is terminated. Charges are deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The charge may be subject to change if you elect the reset option after your first five contract years, but subject to the maximum annual charge. For more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please see “The Annuity Contract - Optional Riders - ING LifePay Minimum Guaranteed Withdrawal Benefit Rider.”

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit (ING Joint LifePay) Rider Charge. The charge for the ING Joint LifePay rider, a living benefit, is deducted quarterly, and is a percentage of contract value:

Maximum Annual Charge	Current Annual Charge
1.50%	0.75%

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contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end. Similarly, the charge is pro-rated when the rider is terminated. Charges are deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The charge may be subject to change if you elect the reset option after your first five contract years, but subject to the maximum annual charge. For more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please see “The Annuity Contract - Optional Riders - ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider.”

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Trust and Fund Expenses

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.

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:

•

Service fees that are deducted from fund assets.

•

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

•

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.

Types of Revenue Received from Unaffiliated Funds. 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:

•

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

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:

	Fidelity Variable Insurance Products Portfolio
	ProFunds VP
	Franklin Templeton Variable Insurance Products Trust

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.

Additional Compensation and Benefits Received. 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.

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.

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 Market Pro 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.

THE ANNUITY CONTRACT

The Contract described in this prospectus is a deferred combination variable and fixed annuity contract. The Contract provides a means for you to invest in one or more of the available mutual fund portfolios of the Trusts and Funds through Separate Account B. It also provides a means for you to invest in a Fixed Interest Allocation through the Fixed Account. See Appendix C and the Fixed Account II prospectus for more information on the Fixed Interest Allocation and Fixed Account. If you have any questions concerning this Contract, contact your registered representative or call our Customer Service Center at (800) 366-0066.

Contract Date and Contract Year

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The date the Contract became effective is the contract date. Each 12-month period following the contract date is a contract year.

Contract Owner

You are the contract owner. You have the rights and options described in the Contract. One or more persons may own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable death benefit if such death benefit is available for multiple owners. In the event a selected death benefit is not available, the Standard Death Benefit will apply.

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The death benefit becomes payable when you die. If the owner is a non-natural owner, the death benefit is payable upon the death of the annuitant. In the case of a sole contract owner who dies before the annuity start date, we will pay the beneficiary the death benefit then due. The sole contract owner’s estate will be the beneficiary if no beneficiary has been designated or the beneficiary has predeceased the contract owner. In the case of a joint owner of the Contract dying before the annuity start date, we will designate the surviving contract owner as the beneficiary. This will override any previous beneficiary designation. See “Joint Owner,” below.

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If the contract owner is a trust and a beneficial owner of the trust has been designated, the beneficial owner will be treated as the contract owner for determining the death benefit. If a beneficial owner is changed or added after the contract date, we will treat this as a change of contract owner for determining the death benefit (likely a taxable event). If no beneficial owner of the trust has been designated, the availability of Enhanced Death Benefits will be based on the age of the annuitant at the time you purchase the Contract.

Joint Owner

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For non-qualified Contracts only, joint owners may be named in a written request before the Contract is in effect. Joint owners may independently exercise transfers and other transactions allowed under the Contract. All other rights of ownership must be exercised by both owners. Joint owners own equal shares of any benefits accruing or payments made to them. All rights of a joint owner end at death of that owner if the other joint owner survives. The entire interest of the deceased joint owner in the Contract will pass to the surviving joint owner and the death benefit will be payable. Joint owners may only select the Standard Death Benefit option. The Earnings Multiplier Benefit rider is not available when there are joint owners.

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Any addition or deletion of a joint owner is treated as a change of owner which may affect the amount of the death benefit. See “Change of Contract Owner or Beneficiary,” below. If you have elected an Enhanced Death Benefit, and you add a joint owner after issue, the Enhanced Death Benefit from the date of change will end. If the older joint owner is attained age 85 or under, the Standard Death Benefit will apply. If the older joint owner is attained age 86 or over on the date of the ownership change, the death benefit will be the cash surrender value. The mortality and expense risk charge going forward will reflect the change in death benefit. If you elected the Earnings Multiplier Benefit rider, it will terminate if you add a joint owner after issue. Note that returning a Contract to single owner status will not restore any Enhanced Death Benefit or the earnings multiplier benefit. Unless otherwise specified, the term “age” when used for joint owners shall mean the age of the oldest owner.

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Annuity Start Date

The annuity start date is the date you start receiving annuity payments under your Contract. The Contract, like all deferred variable annuity contracts, has two phases: the accumulation phase and the income phase. The accumulation phase is the period between the contract date and the annuity start date. The income phase begins when you start receiving regular annuity payments from your Contract on the annuity start date.

Annuitant

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The annuitant is the person designated by you to be the measuring life in determining annuity payments. You are the annuitant unless you name another annuitant in the application. The annuitant’s age determines when the income phase must begin and the amount of the annuity payments to be paid. The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the annuity start date. You may not change the annuitant after the Contract is in effect except as described below.

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date and there is no contingent annuitant, the contract owner will become the annuitant. In the event of joint owners, the youngest will be the contingent annuitant. The contract owner may designate a new annuitant within 60 days of the death of the annuitant. If the annuitant was the sole contract owner and there is no beneficiary designation, the annuitant’s estate will be the beneficiary.

If the contract owner is not an individual, and the annuitant dies before the annuity start date, we will pay the designated beneficiary the death benefit then due. If a beneficiary has not been designated, or if there is no designated beneficiary living, the contract owner will be the beneficiary.

Regardless of whether a death benefit is payable, if the annuitant dies and any contract owner is not an individual, distribution rules under federal tax law will apply. You should consult your tax adviser for more information if the contract owner is not an individual.

Beneficiary

The beneficiary is named by you in a written request. The beneficiary is the person who receives any death benefit proceeds. The beneficiary may become the successor contract owner if the contract owner, who is a spouse, dies before the annuity start date. We pay death benefits to the primary beneficiary (unless there are joint owners, in which case death proceeds are payable to the surviving owner(s)).

If the beneficiary dies before the annuitant or the contract owner, we pay the death benefit proceeds to the contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract owner’s estate.

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One or more persons may be a beneficiary or contingent beneficiary. In the case of more than one beneficiary, we will assume any death benefit proceeds are to be paid in equal shares to the surviving beneficiaries unless you indicate otherwise in writing.

Change of Contract Owner or Beneficiary

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During the annuitant’s lifetime, you may transfer ownership of a non-qualified Contract. A change in ownership may affect the amount of the death benefit, the guaranteed minimum death benefit and/or the death benefit option applied to the Contract, the amount of the earnings multiplier benefit, if applicable, and the continuation of any other optional rider that you have elected. The new owner’s age, as of the date of the change, will be used as the basis for determining the applicable benefits and charges (the annuitant’s age for non-natural owners). The new owner’s death will determine when a death benefit is payable (the annuitant’s death for non-natural owners).

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If you have elected the Standard Death Benefit option, the minimum guaranteed death benefit will continue if the new owner is age 85 or under on the date of the ownership change. For the Enhanced Death Benefit options, if the new owner is age 79 or under on the date that ownership changes, the minimum guaranteed death benefit will continue. If the new owner is age 80 to 85, the Enhanced Death Benefit will end, and the death benefit will become the Standard Death Benefit. For all death benefit options, 1) if the new owner’s attained age is 86 or over on the date of the ownership change, or 2) if the new owner is not an individual (other than a trust for the benefit of the owner or annuitant), the death benefit will be the cash surrender value. Attained age is the age of the owner at the time the contract is issued plus the number of full years elapsed since the contract date. The mortality and expense risk charge going forward will reflect the change in death benefit. Please note that once a death benefit has been changed due to a change in owner, a subsequent change to a younger owner will not restore any Enhanced Death Benefits.

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If you have elected the earnings multiplier benefit rider, and the new owner is under age 76, the rider will continue. The benefit will be adjusted to reflect the attained age of the new owner as the issue age. We will use the Maximum Base and Benefit Base percentages in effect on the original rider date to calculate the benefit. If the new owner is age 76 or over, the rider will terminate. If you have not elected the earnings multiplier benefit rider, the new owner may not add the rider upon the change of ownership. If you have elected another optional rider, the rider will terminate upon a change of ownership.

A change of owner likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

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You have the right to change beneficiaries during the annuitant’s lifetime unless you have designated an irrevocable beneficiary. If you have designated an irrevocable beneficiary, you and the irrevocable beneficiary may have to act together to exercise some of the rights and options under the Contract. In the event of joint owners all must agree to change a beneficiary.

In the event of a death claim, we will honor the form of payment of the death benefit specified by the beneficiary to the extent permitted under Section 72(s) of the Tax Code. You may also restrict a beneficiary’s right to elect an annuity payment option or receive a lump-sum payment. If so, such rights or options will not be available to the beneficiary.

All requests for changes must be in writing and submitted to our Customer Service Center. Please date your requests. The change will be effective as of the day we receive the request. The change will not affect any payment made or action taken by us before recording the change.

Purchase and Availability of the Contract

We will issue a Contract only if both the annuitant and the contract owner are age 80 or younger. But the Contract may not be available to all ages through all broker-dealers.

The initial premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments of $500 or more ($50 for qualified Contracts) at any time after the free look period, and up to the contract anniversary after your 85th birthday. Under certain circumstances, we may waive the minimum premium payment requirement. We may also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. An initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval.

The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you cannot risk getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax-deferral and you see no other reason to purchase this Contract. When considering an investment in the Contract, you should consult with your investment professional about your financial goals, investment time horizon and risk tolerance.

Replacing an existing insurance contract with this Contract may not be beneficial to you. Before purchasing the Contract, determine whether your existing contract will be subject to any fees or penalties upon surrender. Also, compare the fees, charges, coverage provisions and limitations, if any, of your existing contract with those of the Contract described in this prospectus.

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IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost, the Contract provides other features and benefits including death benefits and the ability to receive a lifetime income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into account their cost. See “Fees and Expenses” in this prospectus. If you are considering an Enhanced Death Benefit Option and/or the earnings multiplier benefit rider and your Contract will be an IRA, see “Taxation of Qualified Contracts — Individual Retirement Annuities” and “Tax Consequences of Enhanced Death Benefit” in this prospectus. If this contract is issued as an IRA, no contributions may be made for the taxable year in which you attain age 70 ½.

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Crediting of Premium Payments

We will process your initial premium within 2 business days after receipt, if the application and all information necessary for processing the Contract are complete. We will process subsequent premium payments within 1 business day if we receive all information necessary. In certain states we also accept initial and additional premium payments by wire order. Wire transmittals must be accompanied by sufficient electronically transmitted data. We may retain your initial premium payment for up to 5 business days while attempting to complete an incomplete application. If the application cannot be completed within this period, we will inform you of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the premium payment

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until the application is completed. If you choose to have us hold the premium payment, it will be held in a non-interest bearing account.

We will allocate your initial payment according to the instructions you specified. If a subaccount is not available or requested in error, we will make inquiry about a replacement subaccount. If we are unable to reach you or your representative within 5 days, we will consider the application incomplete. For initial premium payments designated for a subaccount of Separate Account B, we will credit the payment at the accumulation unit value next determined after we receive your premium payment and the completed application. Once the completed application is received, we will allocate the payment to the subaccounts and/or Fixed Interest Allocation of Separate Account B specified by you within 2 business days.

If your premium payment was transmitted by wire order from your broker/dealer, we will follow one of the following two procedures after we receive and accept the wire order and investment instructions. The procedure we follow depends on state availability and the procedures of your broker/dealer.

If either your state or broker/dealer do not permit us to issue a Contract without an application, we reserve the right to rescind the Contract if we do not receive and accept a properly completed application or enrollment form within 5 days of the premium payment. If we do not receive the application or form within 5 days of the premium payment, we will refund the contract value plus any charges we deducted, and the Contract will be voided. Some states require that we return the premium paid.

If your state and broker/dealer allow us to issue a Contract without an application, we will issue and mail the Contract to you or your representative, together with a Contract Acknowledgement and Delivery Statement for your execution. Until our Customer Service Center receives the executed Contract Acknowledgement and Delivery Statement, neither you nor the broker/dealer may execute any financial transactions on your Contract unless they are requested in writing by you. We may require additional information before complying with your request (e.g., signature guarantee).

We will ask about any missing information related to subsequent payments. We will allocate the subsequent payment(s) pro-rata according to the current variable subaccount allocation unless you specify otherwise. Any fixed allocation(s) will not be considered in the pro-rata calculations. If a subaccount is no longer available or requested in error, we will make inquiry about a replacement subaccount. If we are unable to reach you or your designated representative within 5 days, we will refund the subsequent premium. For any subsequent premium payments, we will credit the payment designated for a subaccount of Separate Account B at the accumulation unit value next determined after receipt of your premium payment and instructions.

Once we allocate your premium payment to the subaccounts selected by you, we convert the premium payment into accumulation units. We divide the amount of the premium payment allocated to a particular subaccount by the value of an accumulation unit for the subaccount to determine the number of accumulation units of the subaccount to be held in Separate Account B with respect to your Contract. The net investment results of each subaccount vary with its investment performance.

In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the Fixed Account be allocated to a subaccount specially designated by the Company (currently, the Liquid Assets subaccount) during the free look period. After the free look period, we will convert your contract value (your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously selected. The accumulation units will be allocated based on the accumulation unit value next computed for each subaccount. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially designated subaccount during the free look period.

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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.

Administrative Procedures

We may accept a request for Contract service in writing, by telephone, or other approved electronic means, subject to our administrative procedures, which vary depending on the type of service requested and may include proper completion of certain forms, providing appropriate identifying information, and/or other administrative requirements. We will process your request at the contract value next determined only after you have met all administrative requirements. Please be advised that with regard to withdrawal requests, the risk of a fraudulent transaction is increased by the use of a facsimile withdrawal request form, even if appropriate identifying information is provided.

Contract Value

We determine your contract value on a daily basis beginning on the contract date. Your contract value is the sum of (i) the contract value in the Fixed Interest Allocations, and (ii) the contract value in each subaccount in which you are invested.

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Contract Value in Fixed Interest Allocations. The contract value in your Fixed Interest Allocation is the sum of premium payments allocated to the Fixed Interest Allocation under the Contract, plus contract value transferred to the Fixed Interest Allocation, plus credited interest, minus any transfers and withdrawals from the Fixed Interest Allocation (including any Market Value Adjustment applied to such transfer or withdrawal), contract fees (including, in some cases, fees for optional benefit riders) and premium taxes.

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Contract Value in the Subaccounts. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period. In such a case, the portion of your initial premium not allocated to a Fixed Interest Allocation may be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the Liquid Assets subaccount).

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On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows:

We take the contract value in the subaccount at the end of the preceding business day.

We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.

We add (1) and (2).

We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount.

We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and premium taxes.

Cash Surrender Value

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The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to Fixed Interest Allocations and any Market Value Adjustment. See Appendix C and the ING USA Fixed Account II prospectus for a description of the calculation of cash surrender value under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge for premium taxes, any redemption fees, the annual contract administrative fee (unless waived), any optional benefit rider charge, and any other charges incurred but not yet deducted.

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request and the Contract at our Customer Service Center. After we receive all paperwork required for us to process your surrender, we will determine and pay the cash surrender value at the price next determined. Once paid, all benefits under the Contract will terminate. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Assets subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days.

Consult your tax adviser regarding the tax consequences associated with surrendering your Contract. A surrender made before you reach age 59½ may result in a 10% tax penalty. See “Federal Tax Considerations” for more details.

Addition, Deletion or Substitution of Subaccounts and Other Charges

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We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may also withdraw or substitute investment portfolios, subject to the conditions in your Contract. compliance with regulatory requirements and subject to SEC approval.

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We may amend the Contract to conform to applicable laws or governmental regulations. If we feel that investment in any of the investment portfolios has become inappropriate to the purposes of the Contract, we may, with approval of the SEC (and any other regulatory agency, if required) combine two or more accounts or substitute another portfolio for existing and future investments. If you elected the dollar cost averaging, systematic withdrawals or automatic rebalancing programs, or if you have other outstanding instructions and we substitute or otherwise eliminate a portfolio subject to those instructions, we will execute your instructions using the substituted or proposed replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have higher fees and charges than any portfolio it replaces. Subject to SEC approval, we reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as a management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate Account B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B with other accounts.

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We will provide you with written notice before we make any of these changes.

The Fixed Account

The Fixed Account is a segregated asset account which contains the assets that support a contract owner’s Fixed Interest Allocations. See Appendix C and the Fixed Account II prospectus for more information. To obtain a copy of the Fixed Account II 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).

Optional Riders

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Some features and benefits of the Contract, if available, are available by rider for an additional charge. Once elected, the riders generally may not be cancelled. You may not remove the rider and charges will be assessed regardless of the performance of your Contract. Please see “Charges and Fees — Optional Rider Charges” for information on rider charges.

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The optional riders may not be available for all investors. You should analyze each rider thoroughly and understand it completely before you select one. The optional riders do not guarantee any return of principal or premium payments and do not guarantee performance of any specific investment portfolio under the Contract. You should consult a qualified financial adviser in evaluating the riders. Our Customer Service Center may be able to answer your question. The telephone number is (800) 366-0066.

The Contract has three living benefit riders offering protection against the investment risks with your Contract:

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The Minimum Guaranteed Income Benefit Rider, which you may wish to purchase if you are concerned about having a minimum amount of income in annuitizing your Contract;

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The ING LifePay Minimum Guaranteed Withdrawal Benefit Rider, which you may wish to purchase if you are concerned that you may outlive your income; and

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The ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider, which you may wish to purchase

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if you are married and concerned that you and your spouse may outlive your income.

These living benefit riders are described further below. You may only add one living benefit rider to your Contract. We do, however, reserve the right to allow the purchase of more than one living benefit rider in the future, as well as the right to allow contract owners to replace the ING LifePay rider with ING Joint LifePay rider.

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Minimum Guaranteed Income Benefit Rider (the “MGIB rider”). The MGIB rider is an optional benefit which guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date (as defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of annuity income will depend on the amount of premiums you pay during the first five contract years after you purchase the rider, the amount of contract value you allocate or transfer to Special Funds (as defined below) or Excluded Funds (as defined below), the MGIB Rate (as defined below), the adjustment for Special Fund or Excluded Fund transfers, and any withdrawals you take while the MGIB rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the benefit under the MGIB rider.

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Purchase. To purchase the MGIB rider, you must be age 79 or younger on the rider date and the ten-year waiting period must end at or prior to the latest annuity start date. Some broker dealers may limit availability of the rider to younger ages. The MGIB rider must be purchased (i) on the contract date, or (ii) within thirty days after the contract date. For contracts issued more than 30 days before the date this rider first became available in your state, the Company may in its discretion allow purchase of this rider during the 30-day period preceding the first contract anniversary after the date the MGIB rider is available in your state. There is a ten-year waiting period before you can annuitize under the MGIB rider.

Rider Date. The rider date is the date the optional benefit rider becomes effective. The rider date is also the contract date if you purchase the rider when the Contract is issued.

No Cancellation. Once you purchase a rider, you may not cancel it unless you cancel the Contract during the Contract’s free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically cancel any rider. Once the Contract continues beyond the free look period, you may not cancel the rider. The Company may, at its discretion, cancel and/or replace a rider at your request in order to renew or reset a rider.

Termination. The MGIB rider is a “living benefit,” which means the guaranteed benefit offered by the MGIB rider is intended to be available to you while you are living and while your Contract is in the accumulation phase. The MGIB rider automatically terminates if you:

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annuitize, surrender or otherwise terminate your Contract during the accumulation phase;

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you die during the accumulation phase (first owner to die if there are multiple contract owners, or at death of annuitant if contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract;

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the contract value is insufficient to pay the charge for the MGIB rider; or

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there is a change in contract ownership (other than a spousal beneficiary continuation upon your death).

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Rider Charge. The current charge we deduct under the MGIB Rider is 0.75% annually of the MGIB Charge Base.

The MGIB Charge Base is the greater of (1) and (2) below, where:

Is the lesser of the Maximum MGIB Rollup Base and the sum of (a), (b) and (c) where:

(a)

is the MGIB Rollup Base for Covered Funds;

(b)

is the MGIB Rollup Base for Special Funds (as defined below); and

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(c)

is the MGIB Rollup Base for Excluded Funds; and

Is the sum of (a) and (b) where:

(a)

is the MGIB Ratchet Base for Covered Funds and Special Funds; and

(b)

is the MGIB Ratchet Base for Excluded Funds.

For definitions of the Maximum MGIB Rollup Base, the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds, the MGIB Rollup Base for Excluded Funds, the MGIB Ratchet Base for Covered Funds and Special Funds, and the MGIB Ratchet Base for Excluded Funds, see the “Calculation of the MGIB Rollup Bases” and “Calculation of the MGIB Ratchet Bases” sections below.

Fund Categories. The MGIB Benefit Base (as defined below) is tracked separately for Covered Funds, Special Funds and Excluded Funds. The following investment options are currently designated as Special Funds for purposes of calculating the MGIB Benefit Base: the ING Liquid Assets Portfolio, the ING PIMCO Core Bond Portfolio, TSA Special Fixed Account, the Fixed Account, the fixed interest divisions in the general account and the ProFunds VP Rising Rates Opportunity Portfolio. No investment options are currently designated as Excluded Funds. Covered Funds are any investment options not designated as Special Funds or Excluded Funds. These fund categories apply to all calculations under the MGIB rider. Please see “The Trust and Funds — Covered Funds, Special Funds and Excluded Funds.”

For Contracts with the MGIB rider purchased before August 21, 2006 (subject to availability), the ING VP Intermediate Bond Portfolio is designated as a Special Fund.

Fixed Allocation Funds Automatic Rebalancing. In order to mitigate the insurance risk inherent in our guarantee to provide you a guaranteed minimum amount of annuity income if you annuitize on the MGIB date, (subject to the terms and restrictions of the MGIB rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be invested in the Fixed Allocation Fund. We will require this allocation regardless of your investment instructions to the contract, as described below.

For Contracts with the MGIB rider purchased on and after August 21, 2006 (subject to availability), there is an allocation requirement. If the contract value in the Fixed Allocation Fund (as defined below) is less than 20% of the total contract value allocated to the Fixed Allocation Fund and Other Funds (as defined below) on any MGIB Rebalancing Date (as defined below), we will automatically rebalance the contract value allocated to the Fixed Allocation Fund and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Fund. This is called Fixed Allocation Funds Automatic Rebalancing. Accepted Funds are excluded from this rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The MGIB Rebalancing Dates occur on each Contract anniversary and after the following transactions:

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receipt of additional premiums;

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transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you; and

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withdrawals from the Fixed Allocation Fund or Other Funds.

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The Accepted Funds are as follows: ING LifeStyle Moderate Portfolio, ING LifeStyle Moderate Growth Portfolio, ING LifeStyle Growth Portfolio, ING MarketPro Portfolio, ING Liquid Assets Portfolio and the Fixed Account. We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value allocated to such investment portfolios after the date of the change. The ING VP Intermediate Bond Fund is designated as the Fixed Allocation Fund. If the MGIB rider is not continued under the spousal continuation right, when available, the Fixed Allocation Fund will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a Special Fund for purposes of the Contract’s death benefits. For purposes of calculating any applicable death benefit guaranteed under the Contract any allocation of contract

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value to the Fixed Allocation Fund will be considered a Covered Fund while the rider is in effect. All investment portfolios available under the Contract that are not Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

Fixed Allocation Fund Automatic Rebalancing is separate from any other automatic rebalancing under the Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of compliance with the investment portfolio restrictions noted above, Fixed Allocation Fund Automatic Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. By electing to purchase the MGIB rider, you are providing the Company with direction and authorization to process these transactions, including reallocations into the Fixed Allocation Fund. You should not purchase the MGIB rider if you do not wish to have your contract value reallocated in this manner.

MGIB Benefit Base. The MGIB Benefit Base (as defined below) is only a calculation used to determine the MGIB annuity income. The MGIB Benefit Base does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used in determining the amount of your cash surrender value and death benefits. Any reset of contract value under provisions of the Contract or other riders will not increase the MGIB Benefit Base or Maximum MGIB Rollup Base (as defined below). On the MGIB Date, your MGIB Benefit Base is the greater of (1) and (2), where:

Is the lesser of the Maximum MGIB Rollup Base (as defined below) and the sum of (a), (b), and (c) where:

(a)

is the MGIB Rollup Base for Covered Funds; and

(b)

is the MGIB Rollup Base for Special Funds; and

(c)

is the contract value allocated to Excluded Funds; and

Is the sum of (a) and (b) where:

(a)

is the MGIB Ratchet Base for Covered Funds and Special Funds (as defined below); and

(b)

is the contract value allocated to Excluded Funds.

The MGIB Benefit Base calculation differs from the MGIB Charge Base calculation because it uses the contract value allocated to Excluded Funds rather than the MGIB Ratchet Base allocated to Excluded Funds. This means that the amount on which you pay charges for the MGIB rider may be higher than the amount used to calculate your benefit under the MGIB rider.

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Calculation of MGIB Rollup Bases. The Maximum MGIB Rollup Base is 250% of eligible premiums adjusted pro-rata for withdrawals, subject to availability (300% otherwise and for Contracts with the MGIB rider purchased before August 21, 2006). This means that the Maximum MGIB Rollup Base is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value. The Maximum MGIB Rollup Base is not allocated by fund category.

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The MGIB Rollup Base allocated to Covered Funds equals the eligible premiums allocated to Covered Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Rollup Base, and at 0% thereafter.

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The MGIB Rollup Base allocated to Special Funds equals the eligible premiums allocated to Special Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect. The MGIB Rate does not apply to the MGIB Rollup Base allocated to Special Funds, so the MGIB Rollup Base allocated to Special Funds does not accumulate.

The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine benefits.

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Eligible premiums are those premiums added more than 5 years before the earliest MGIB Date. This means that, generally, premiums must be paid within five years of purchasing the MGIB rider to be considered eligible premiums. Premiums paid after that are excluded from the MGIB Rollup Bases.

The MGIB Rate is currently 7%. The MGIB Rate is an annual effective rate. We may, at our discretion, discontinue offering this rate. The MGIB Rate will not change for those contracts that have already purchased the MGIB rider.

Withdrawals reduce each MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup Base for each Fund category (i.e. Covered Funds, Special Funds or Excluded Funds) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal (including surrender charge and market value adjustment). This means that the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds or the MGIB Rollup Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of a withdrawal (including surrender charge and market value adjustment), the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the withdrawal).

When you make transfers between Covered Funds, Special Funds and Excluded Funds, net transfers from a fund category will reduce the applicable MGIB Rollup Base for that fund category on a pro-rata basis. This means a reduction by the same percentage as the transfer bears to the contract value in the fund category. For example, if the contract value in Covered Funds is $1000 and the transfer from Covered Funds to Excluded Funds is $250, then the contract value in Covered Funds is reduced by 25%. In a case where the MGIB Rollup Base for Covered Funds is $1200, the MGIB Rollup Base for Covered Funds is also reduced by 25%, or $300, rather than by the amount of the transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Rollup Base for Covered Funds, or $300.

In a case where the MGIB Rollup Base for Covered Funds is greater than the contract value in Covered Funds, a transfer from Covered Funds will result in the MGIB Rollup Base for Covered Funds being reduced by a dollar amount that is higher than the dollar amount of the transfer. A higher reduction to the MGIB Rollup Base for Covered Funds will have a larger negative impact on the MGIB Benefit Base, potentially reducing the minimum guaranteed amount of annuity income upon annuitization under the MGIB rider. This means the benefit you receive under the MGIB rider will not be as great because of the transfer.

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Net transfers from Excluded Funds will also reduce the MGIB Rollup Base for Excluded Funds on a pro-rata basis. But the resulting increase in the MGIB Rollup Base for Covered Funds or Special Funds, as applicable, will equal the lesser of the contract value transferred and the reduction in the MGIB Rollup Base for Excluded Funds. What this means, if in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no change in the value of your MGIB Benefit Base because of the transfer – the amount of the transfer between the fund categories is the same, $250, because the MGIB Benefit Base calculation is based on the contract value allocated to Excluded Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The MGIB Charge Base calculation is instead based on the MGIB Rollup Base for Excluded Funds. As a result, this same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity

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income upon annuitization of the MGIB rider.

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Calculation of MGIB Ratchet Bases. The MGIB Ratchet Base for Covered Funds and Special Funds equals:

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on the rider date, eligible premiums or the contract value (if the rider is added after the contract date) allocated to Covered Funds and Special Funds.

on each “quarterly anniversary date” prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds and Special Funds is set equal to the greater of:

(a)

the current contract value allocated to Covered Funds and Special Funds (after any deductions occurring on that date); and

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(b)

the MGIB Ratchet Base for Covered Funds and Special Funds from the most recent prior quarterly anniversary date, adjusted for any new eligible premiums, withdrawals attributable to Covered Funds and Special Funds, and transfers.

at other times, the MGIB Ratchet Base for Covered Funds and Special Funds is the corresponding MGIB Ratchet Base from the prior quarterly anniversary date, adjusted for subsequent eligible premiums, withdrawals attributable to Covered Funds, Special Funds and transfers.

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The MGIB Ratchet Base for Excluded Funds has a corresponding definition with respect to amounts allocated to Excluded Funds. The MGIB Ratchet Base for Excluded Funds is used only for transfer adjustments and MGIB rider charges. It is not included in the MGIB Ratchet Base used to determine benefits.

A “quarterly anniversary date” is the date three months from the contract date that falls on the same date in the month as the contract date. For example, if the contract date is February 12, the quarterly anniversary date is May 12. If there is no corresponding date in the month, the quarterly anniversary date will be the last date of such month. If the quarterly anniversary date falls on a weekend or holiday, we will use the value as of the subsequent business day.

Withdrawals reduce each MGIB Ratchet Base on a pro-rata basis. The percentage reduction in the MGIB Ratchet Base for each fund category (i.e. Covered Funds and Special Funds or Excluded Funds) equals the percentage reduction in contract value in that fund category resulting from the withdrawal (including surrender charges and market value adjustment). This means that the MGIB Ratchet Base for Covered Funds and Special Funds or the MGIB Ratchet Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal (including surrender charges and market value adjustment) reduces the contract value allocated to Covered Funds and Special Funds or Excluded Funds. For example, if the contract value in Covered Funds and Special Funds is reduced by 25% as the result of a withdrawal (including surrender charges and market value adjustment), the MGIB Ratchet Base for Covered Funds and Special Funds is also reduced by 25% (rather than by the amount of the withdrawal).

When you make transfers between Covered Funds or Special Funds and Excluded Funds, net transfers will reduce the MGIB Ratchet Base for Covered Funds and Special Funds on a pro-rata basis. This means a reduction by the same percentage as the transfer bears to the contract value in Covered Funds and Special Funds. For example, if the contract value in Covered Funds and Special Funds is $1000 and a transfer from Covered Funds or Special Funds to Excluded Funds is $250, then the contract value in Covered Funds and Special Funds is reduced by 25%. In a case where the MGIB Ratchet Base for Covered Funds and Special Funds is $1200, the MGIB Ratchet Base for Covered Funds and Special Funds is also reduced by 25%, or $300, rather than by the amount of the transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Ratchet Base for Covered Funds and Special Funds, or $300.

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In a case where the MGIB Rollup Base for Covered Funds and Special Funds is greater than the contract value in Covered Funds and Special Funds, a transfer from Covered Funds and Special Funds will result in the MGIB Ratchet Base for Covered Funds and Special Funds being reduced by a dollar amount that is higher than the dollar amount of the transfer. A higher reduction to the MGIB Ratchet Base for Covered Funds and Special Funds will have a larger negative impact on the MGIB Benefit Base, potentially reducing the minimum guaranteed amount of annuity income upon annuitization under the MGIB rider. This means the benefit you receive under the MGIB rider will not be as great because of the transfer.

Net transfers from Excluded Funds will also reduce the MGIB Ratchet Base for Excluded Funds on a pro-rata basis. But the resulting increase in the MGIB Ratchet Base for Covered Funds and Special Funds will equal the lesser of the contract value transferred and the reduction in the MGIB Ratchet Base for Excluded Funds. What this means, if in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no change in the value of your MGIB Benefit Base because of the transfer – the amount of the transfer between the fund categories is the same, $250, because the MGIB Benefit Base calculation is based on the contract value allocated to Excluded Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The MGIB Charge Base calculation is instead based on the MGIB Ratchet Base for Excluded Funds. As a result, this same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity income upon annuitization of the MGIB rider.

MGIB Date. If you purchased the MGIB rider on the contract date or added the MGIB rider within 30 days following the contract date, the MGIB Date is the contract anniversary on or after the tenth contract anniversary when you decide to exercise your right to annuitize under the MGIB rider. If you added the MGIB rider at any other time, your MGIB Date is the contract anniversary occurring at least 10 years after the date when you decide to exercise your right to annuitize under the MGIB rider.

MGIB Annuity Income. Ordinarily, the amount of income that will be available to you on the annuity start date is based on your contract value, the annuity option you selected and the guaranteed income factors or the income factors in effect on the date you annuitize. If you purchase the MGIB rider, the amount of income that will be available to you upon annuitization on the MGIB Date is the greatest of:

your annuity income based on your contract value on the MGIB Date adjusted for any market value adjustment (see Appendix C and the Fixed Account II prospectus) applied to the guaranteed income factors specified in your Contract for the annuity option you selected;

your annuity income based on your contract value on the MGIB Date adjusted for any market value adjustment (see Appendix C and the Fixed Account II prospectus) applied to the then-current income factors in effect for the annuity option you selected; or

the MGIB annuity income based on your MGIB Benefit Base on the MGIB Date applied to the MGIB income factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB income factors, we will adjust the MGIB Benefit Base for any surrender charge, premium tax recovery and market value adjustment (see Appendix C and the Fixed Account II prospectus) that would otherwise apply at annuitization.

MGIB Income Factors. The guaranteed factors contained in the MGIB rider generally provide lower payout per $1,000 of value applied than the guaranteed income factors found in your Contract. Although the minimum income provided under the rider can be determined in advance, the contract value in the future is unknown, so the income provided under a contract with the MGIB rider attached may be greater or less than the income that would be provided under the Contract without the rider. Generally, the income calculated under the MGIB rider will be greater than the income provided under the Contract whenever the MGIB Benefit Base is sufficiently in excess of the contract value to offset the additional conservatism reflected in the MGIB rider’s income factors compared to those in the Contract. The income factors in the MGIB rider generally reflect a lower interest rate and more conservative mortality than the income factors in the Contract. The degree of relative excess that the income factors require to produce more income will vary for each individual circumstance. If the contract value exceeds the MGIB

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Benefit Base at time of annuitization, the Contract will always produce greater income than the MGIB rider. Please see “Appendix G — Examples of Minimum Guaranteed Income Benefit Calculation.”

MGIB Annuity Options. Prior to your latest annuity start date, you may choose to exercise your right to receive payments under the MGIB rider. Payments under the rider begin on the MGIB Date. We require a 10-year waiting period before you can annuitize the MGIB rider benefit. The MGIB must be exercised in the 30-day period prior to the end of any contract anniversary that occurs at least ten years after the MGIB rider date. At your request, the Company may, at its discretion, extend the latest contract annuity start date without extending the MGIB Date. The following are the MGIB annuity options available under the MGIB Rider:

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Income for Life (single life or joint life with 100% Survivor) and 10-20 year fixed period.

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Income for 20-30 year fixed period.

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Any other annuity option offered by the Company in conjunction with the MGIB rider on the MGIB Date.

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Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB annuity options available under the MGIB rider. This option may only be exercised in the 30 day period prior to a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB income, as is otherwise described in the prospectus. The contract value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining value. The exercise of this partial annuitization of the MGIB Benefit Base does not affect your right to annuitize remaining value under the Contract without regard to the MGIB rider. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting contract and MGIB rider values. This means the contract and MGIB rider values will be adjusted on a pro-rata basis. See “Calculation of MGIB Rollup Bases” and “Calculation of MGIB Ratchet Bases” above. Surrender charges will apply to amounts applied to partial annuitizations.

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Please note that if you elect partial annuitization, annuity payments received will be treated as withdrawals by us. Please consult your tax adviser before making this election, as the Tax Code is unclear on the taxation of partial annuitization.

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Notification. On or before 30 days prior to each possible MGIB Date, we will provide you with a notification which will include an estimate of the amount of MGIB annuity benefit available if you choose to exercise it. We will determine the actual amount of the MGIB annuity benefit as of the MGIB Date.

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Change of Owner and Annuitant. The MGIB rider will terminate upon a change of ownership unless the change is due to spousal continuation at the time of the owner’s death. Once you purchase the MGIB rider, the annuitant may not be changed except when an annuitant who is not a contract owner dies prior to annuitization. In such a case, a new annuitant may be named in accordance with the provisions of your Contract. The MGIB Benefit Base is unaffected and continues to accumulate.

Death of Owner. The MGIB rider and the MGIB rider charges automatically terminate if you die during the accumulation phase (first owner to die if there are multiple contract owners, or at death of the annuitant if the contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

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The MGIB rider does not restrict or limit your right to annuitize the Contract at any time permitted under the Contract. The MGIB rider does not restrict your right to annuitize the Contract using Contract income factors that may be higher than the MGIB rider income factors.

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The benefits associated with the MGIB rider are available only if you annuitize your Contract under the rider and in accordance with the provisions set forth above. Annuitizing using the MGIB may result in a more favorable stream of income payments, and different tax consequences, under your Contract. Because the MGIB rider income factors are generally more conservative than the Contract income factors, the level of lifetime income that it guarantees may be less than the level that might be provided by the application of your

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Contract value to the Contract’s applicable annuity factors. You should consider all of your options at the time you begin the income phase of your Contract.

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ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) Rider. The ING LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your income.

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Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract anniversary on which the rider is effective. But some broker-dealers may limit the availability of the rider to younger ages. The ING LifePay rider is available for Contracts issued on and after November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in “Investment Option Restrictions,” below. The Company in its discretion may allow the rider to be elected during the 30-day period preceding a Contract anniversary. Such election must be received in good order, including compliance with the investment restrictions described below. The rider will be effective as of that Contract anniversary. If the ING LifePay rider is not available, or if your Contract has the Minimum Guaranteed Withdrawal Benefit rider, then please see “Appendix J – Minimum Guaranteed Withdrawal Benefit.”

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Rider Date. The rider date is the date the ING LifePay rider becomes effective. If you purchase the ING LifePay rider when the Contract is issued, the rider date is also the Contract date.

No Cancellation. Once you purchase the ING LifePay rider, you many not cancel it unless you cancel the Contract during the Contract’s free look period, surrender, annuitize or otherwise terminate the Contract. These events automatically cancel the ING LifePay rider. The Company may, at its discretion, cancel and/or replace the ING LifePay rider at your request in order to renew or reset the rider.

Termination. The ING LifePay rider is a “living benefit” which means the guaranteed benefits offered are intended to be available to you while you are living and while your Contract is in the accumulation phase. The optional rider automatically terminates if you:

annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

die during the accumulation phase (first owner to die if there are multiple Contract owners, or death of annuitant if Contract owner is not a natural person), unless your spouse beneficiary elects to continue the Contract.

The ING LifePay rider will also terminate if there is a change in Contract ownership (other than a spousal beneficiary continuation on your death). Other circumstances that may cause the ING LifePay rider to terminate automatically are discussed below.

Lifetime Guaranteed Withdrawal Status. This status begins on the date the rider is issued (the “effective date of the rider”) and continues until the earliest of:

the annuity commencement date;

reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

the surrender or annuitization of the Contract; or

the death of the owner, or first owner, in the case of joint owners, unless your spouse beneficiary elects to continue the Contract.

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As described below, certain features of the ING LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING LifePay Rider Works. The ING LifePay Withdrawal Benefit rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date of the first withdrawal or the annuity commencement date, whichever occurs first.

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Benefits paid under the ING LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING LifePay Base (referred to as the “MGWB Base” in the Contract) is used to determine the Maximum Annual Withdrawal and is calculated as follows.

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If you purchased the ING LifePay rider on the Contract date, the initial ING LifePay Base is equal to the initial premium.

If you purchased the ING LifePay rider after the Contract date, the initial ING LifePay Base is equal to the Contract value on the effective date of the rider.

The initial ING LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase (“eligible premiums”). The ING LifePay Base is also increased to equal the Contract value if the Contract value is greater then the current ING LifePay Base, on each Contract quarterly anniversary after the effective date of the rider and during the Growth Phase. The ING LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of determining the ING LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the Withdrawal Phase do increase the Contract value used to determine the reset Maximum Annual Withdrawal if you choose to reset the ING LifePay rider (see “ING LifePay Reset Option,” below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the date the Withdrawal Phase begins. It equals a percentage of the greater of 1) the Contract value and 2) the ING LifePay Base as of the last day of the Growth Phase. The first withdrawal after the effective date of the rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the annuitant on the date the Withdrawal Phase begins, is as follows:

Annuitant Age	Maximum Annual Withdrawal Percentage
50-59	4%
60-75	5%
76-80	6%
81+	7%

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as provided for under spousal continuation. See “Continuation After Death – Spouse,” below.

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If the rider is in the Growth Phase, and the annuity commencement date is reached, the rider will enter the Withdrawal Phase and will be annuitized. In lieu of the annuity options under the Contract, you may elect a life only annuity option under which we will pay the greater of the annuity payout under the Contract and annual payments equal to the Maximum Annual Withdrawal.

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If withdrawals in any Contract year exceed the Maximum Annual Withdrawal, the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual Withdrawal will be reduced by the same proportion as the withdrawal in excess of the Maximum Annual Withdrawal (the “excess withdrawal”) is of the Contract value determined:

before the withdrawal, for the excess withdrawal; and

after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

When a withdrawal is made, the total withdrawals taken in a Contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges will not be applied to the withdrawal. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal. See Appendix H, Illustration 1 and 2 for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required Minimum Distribution rules of the Tax Code, that exceed the Maximum Annual Withdrawal for a specific Contract year, will not be deemed excess withdrawals in that Contract year, subject to the following rules:

If your Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to this Contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

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Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawalwill count against and reduce any Additional Withdrawal Amount.

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Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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The Additional Withdrawal Amount is reset to zero at the end of each calendar year, and remains at zero until it is reset in January of the following calendar year, even if, pursuant to the Tax Code, the contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.

If the Contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal necessary to satisfy the Required Minimum Distribution for that year (if any).

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See Appendix H, Illustration 3.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the Contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

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Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the Contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual Withdrawal while the rider is in Lifetime Guaranteed Withdrawal Status, the rider will enter Lifetime Automatic Periodic Benefit Status and you are entitled to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal.

When the rider enters Lifetime Automatic Periodic Benefit Status:

the Contract will provide no further benefits other than as provided under the ING LifePay rider;

no further premium payments will be accepted; and

any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an amount that is equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit Status until it terminates without value upon the annuitant’s death.

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The periodic payments will begin on the last day of the first full Contract year following the date the rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter. If, at the time the rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the Contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the sum of the payments in each Contract year will equal the annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made at the end of the half-Contract year or Contract year, as applicable.

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ING LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the Maximum Annual Withdrawal, if the Maximum Annual Withdrawal Percentage of the Contract value would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the “Reset Effective Date”), the Maximum Annual Withdrawal will increase to be equal to the Maximum Annual Withdrawal Percentage of the Contract value on the Reset Effective Date. The reset option is only available when the rider is in Lifetime Guaranteed Withdrawal Status.

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After exercising the reset option, you must wait one year before electing to reset again. We will not accept a request to reset if the new Maximum Annual Withdrawal on the date the request is received would be less than your current Maximum Annual Withdrawal.

If the reset option is exercised, the charge for the ING LifePay rider will be equal to the charge then in effect for a newly purchased rider but will not exceed the maximum annual charge of 1.20%. However, we guarantee that the rider charge will not increase for resets exercised within the first five contract years. See Appendix H, Illustration 4.

Investment Option Restrictions. While the ING LifePay rider is in effect, there are limits on the portfolios to which your Contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at least 20% of such Contract value in the Fixed Allocation Fund. See “Fixed Allocation Fund Automatic Rebalancing,” below.

Accepted Funds. The Accepted Funds are as follows: ING LifeStyle Moderate Portfolio, ING LifeStyle Moderate Growth Portfolio, ING LifeStyle Growth Portfolio, ING MarketPro Portfolio, ING Liquid Assets Portfolio and Fixed Account II. We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to Contract value allocated to such portfolios after the date of the change.

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Fixed Allocation Fund. The ING VP Intermediate Bond Portfolio is designated as the Fixed Allocation Fund. If the rider is not continued under the spousal continuation right when available, the Fixed Allocation Fund will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a Special Fund for purposes of the Contract’s death benefits.

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For purposes of calculating any applicable death benefit guaranteed under the Contract, any allocation of Contract value to the Fixed Allocation Fund will be considered a Covered Fund allocation while the rider is in effect.

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Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

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Fixed Allocation Fund Automatic Rebalancing. If the Contract value in the Fixed Allocation Fund is less than 20% of the total Contract value allocated to the Fixed Allocation Fund and Other Funds on any ING LifePay Rebalancing Date, we will automatically rebalance the Contract value allocated to the Fixed Allocation Fund and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Fund. Accepted Funds are excluded from Fixed Allocation Fund Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING LifePay Rebalancing Dates occur on each Contract anniversary and after the following transactions:

receipt of additional premiums;

transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you;

withdrawals from the Fixed Allocation Fund or Other Funds.

Fixed Allocation Fund Automatic Rebalancing is separate from any other automatic rebalancing under the Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of compliance with the investment option restrictions noted above, Fixed Allocation Fund Automatic Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing.”

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In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I.” By electing to purchase the ING LifePay rider, you are providing the Company with direction and authorization to process these transactions, including reallocations into the Fixed Allocation Fund. You should not purchase the ING LifePay rider if you do not wish to have your Contract value reallocated in this manner.

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Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

if the rider is in Lifetime Guaranteed Withdrawal status, the date of receipt of due proof of death (“claim date”) of the owner (or in the case of joint owners, the first owner) or the annuitant if there is a non-natural owner; or

the date the rider enters Lifetime Automatic Periodic Benefit status.

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Continuation After Death – Spouse. If the surviving spouse of the deceased owner continues the Contract (see “Death Benefit Choices – Continuation After Death – Spouse”), the rider will also continue, provided the following conditions are met:

The spouse is at least 50 years old on the date the Contract is continued; and

The spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

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The rider will continue in the Growth Phase;

On the date the rider is continued, the ING LifePay Base will be reset to equal the then current Contract value;

The ING LifePay charges will restart and be the same as were in effect prior to the claim date; and

The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse’s age on that date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

The rider will continue in the Withdrawal Phase.

On the Contract anniversary following the date the rider is continued:

(a)

If the surviving spouse was not the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated by multiplying the Contract value on that Contract anniversary by the Maximum Annual Withdrawal percentage based on the surviving spouse’s age on that Contract anniversary, and the Maximum Annual Withdrawal is considered to be zero from the claim date to that Contract anniversary. Withdrawals are permitted pursuant to the other provisions of the Contract. Withdrawals causing the Contract value to fall to zero will terminate the Contract and the rider.

(b)

If the surviving spouse was the annuitant before the owner’s death, the Maximum Annual Withdrawal is recalculated as the greater of the Maximum Annual Withdrawal on the claim date (adjusted for excess withdrawals thereafter) and the Maximum Annual Withdrawal resulting from multiplying the Contract value on that Contract anniversary by the Maximum Annual Withdrawal percentage. The Maximum Annual Withdrawal does not go to zero on the claim date and withdrawals may continue under the rider provisions.

The rider charges will restart on the Contract anniversary following the date the rider is continued and will be the same as were in effect prior to the claim date.

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Effect of ING LifePay Rider on Death Benefit. If you die before Lifetime Automatic Periodic Benefit Status begins under the ING LifePay rider, the death benefit is payable, but the rider terminates. However, if the beneficiary is the owner’s spouse, and the spouse elects to continue the Contract, the death benefit is not payable until the spouse’s death. Thus, you should not purchase this rider with multiple owners, unless the owners are spouses. See “Death of Owner or Annuitant” and “Continuation After Death – Spouse,” above for further information.

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While in Lifetime Automatic Periodic Benefit Status, if the owner who is not the annuitant dies, we will continue to pay the periodic payments that the owner was receiving under the ING LifePay rider to the annuitant. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies, the periodic payments will stop. No other death benefit is payable.

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Change of Owner or Annuitant. Other than as provided above under “Continuation After Death- Spouse,” you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

spousal continuation as described above;

change of owner from one custodian to another custodian;

change of owner from a custodian for the benefit of an individual to the same individual;

change of owner from an individual to a custodian for the benefit of the same individual;

collateral assignments;

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change in trust as owner where the individual owner and the grantor of the trust are the same individual;

change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Surrender Charges. If you elect the ING LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic payments under the ING LifePay rider are not subject to surrender charges.

Loans. The portion of any Contract value used to pay off an outstanding loan balance will reduce the ING LifePay Base or Maximum Annual Withdrawal as applicable. We do not recommend the ING LifePay rider if loans are contemplated.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay rider, see “Federal Tax Considerations – Taxable Distributions.”

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ING Joint LifePay Minimum Guaranteed Withdrawal Benefit (“ING Joint LifePay”) Rider. The ING Joint LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse, even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are married and are concerned that you and your spouse may outlive your income.

Purchase. The ING Joint LifePay rider is only available for purchase by individuals who are married at the time of purchase and eligible to elect spousal continuation (as defined by the Tax Code) when the death benefit becomes payable. We refer to these individuals as spouses. Certain ownership, annuitant, and beneficiary designations are required in order to purchase the ING Joint LifePay rider. See “Ownership, Annuitant, and Beneficiary Requirements,” below.

The minimum issue age is 55 and the maximum issue age is 80. Both spouses must meet these issue age requirements on the contract anniversary on which the ING Joint LifePay rider is effective. Some broker dealers may limit the maximum issue age to ages younger than age 80, but in no event lower than age 55. We reserve the right to change the minimum or maximum issue ages on a nondiscriminatory basis. The ING Joint LifePay rider is available for Contracts issued on and after November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING Joint LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in “Investment Option Restrictions,” below. For Contracts with the ING LifePay rider, you may elect the ING Joint LifePay rider in place of the ING LifePay rider for a limited time. For more information, please contact our Customer Service Center. The Company in its discretion may allow the ING Joint LifePay rider to be elected during the 30-day period preceding a contract anniversary. Such election must be received in good order, including owner, annuitant, and beneficiary designations and compliance with the investment restrictions described below. The ING Joint LifePay rider will be effective as of that contract anniversary.

Ownership, Annuitant, and Beneficiary Designation Requirements. Certain ownership, annuitant, and beneficiary designations are required in order to purchase the ING Joint LifePay rider. These designations depend upon whether the contract is issued as a nonqualified contract, an IRA or a custodial IRA. In all cases, the ownership, annuitant, and beneficiary designations must allow for the surviving spouse to continue the contract when the death benefit becomes payable, as provided by the Tax Code. Non-natural, custodial owners are only allowed with IRAs (“custodial IRAs”). Joint annuitants are not allowed. The necessary ownership, annuitant, and/or beneficiary designations are described below. Applications that do not meet the requirements below will be rejected. We reserve the right to verify the date of birth and social security number of both spouses.

Nonqualified Contracts. For a jointly owned contract, the owners must be spouses, and the annuitant must be one of the owners. For a contract with only one owner, the owner’s spouse must be the sole primary beneficiary, and the annuitant must be one of the spouses.

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IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the requirements listed in “IRAs,” above. The annuitant must be the same as the beneficial owner of the custodial IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

Rider Date. The ING Joint LifePay rider date is the date the ING Joint LifePay rider becomes effective. If you purchase the ING Joint LifePay rider when the contract is issued, the ING Joint LifePay rider date is also the contract date.

No Cancellation. Once you purchase the ING Joint LifePay rider, you many not cancel it unless you cancel the contract during the contract’s free look period (or otherwise cancel the contract pursuant to its terms), surrender or annuitize in lieu of payments under the ING Joint LifePay rider. These events automatically cancel the ING Joint LifePay rider. The Company may, at its discretion, cancel and/or replace the ING Joint LifePay rider at your request in order to renew or reset the ING Joint LifePay rider.

Termination. The ING Joint LifePay rider is a “living benefit” which means the guaranteed benefits offered are intended to be available to you and your spouse while you are living and while your contract is in the accumulation phase. The optional rider automatically terminates if you:

terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving annuity payments in lieu of payments under the ING Joint LifePay rider;

die during the accumulation phase (first owner to die in the case of joint owners, or death of annuitant if the contract is a custodial IRA), unless your spouse elects to continue the contract (and your spouse is active for purposes of the ING Joint LifePay rider); or

change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay rider to terminate automatically are discussed below.

Active Status. Once the ING Joint LifePay rider has been issued, a spouse must remain in “active” status in order to exercise rights and receive the benefits of the ING Joint LifePay rider after the first spouse’s death by electing spousal continuation. In general, changes to the ownership, annuitant, and/or beneficiary designation requirements noted above will result in one spouse being designated as “inactive.” Inactive spouses are not eligible to continue the benefits of the ING Joint LifePay rider after the death of the other spouse. Once designated “inactive,” a spouse may not regain active status under the ING Joint LifePay rider. Specific situations that will result in a spouse’s designation as “inactive” include the following:

For nonqualified contracts where the spouses are joint owners, the removal of a joint owner (if that spouse does not automatically become sole primary beneficiary pursuant to the terms of the contract), or the change of one joint owner to a person other than an active spouse.

For nonqualified contracts where one spouse is the owner and the other spouse is the sole primary beneficiary, as well as for IRA contracts (including custodial IRAs), the addition of a joint owner who is not also an active spouse or any change of beneficiary (including the addition of primary beneficiaries).

In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

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An owner may also request that one spouse be treated as inactive. In the case of joint-owned contracts, both contract owners must agree to such a request. An inactive spouse is not eligible to exercise any rights or receive any benefits under the ING Joint LifePay rider. However, all charges for the ING Joint LifePay rider will continue to apply, even if one spouse becomes inactive, regardless of the reason. You should make sure you understand the impact of beneficiary and owner changes on the ING Joint LifePay rider prior to requesting any such changes.

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce,” below.

Lifetime Guaranteed Withdrawal Status. This status begins on the date the ING Joint LifePay rider is issued (the “effective date of the ING Joint LifePay rider”) and continues until the earliest of:

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the annuity commencement date;

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reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

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reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status,” below);

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the surrender of the contract; or

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the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

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As described below, certain features of the ING Joint LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind under the contract (other than investment advisory fees, as described below), or the annuity commencement date, whichever occurs first. During the accumulation phase of the contract, the ING Joint LifePay rider may be either the Growth Phase or the Withdrawal Phase. During the income phase of the contract, the ING Joint LifePay rider may only be in the Withdrawal Phase. The ING Joint LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status you may terminate the ING Joint LifePay by electing to enter the income phase and begin receiving annuity payments. However, if you have not elected to begin receiving annuity payments and the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero, the rider and contract terminate (other than those provisions regarding the payment of the Maximum Annual Withdrawal, as described below) and you can no longer elect to receive annuity payments.

Benefits paid under the ING Joint LifePay rider require the calculation of the Maximum Annual Withdrawal. The ING Joint LifePay Base (referred to as the “MGWB Base” in the contract) is used to determine the Maximum Annual Withdrawal and is calculated as follows:

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If you purchased the ING Joint LifePay rider on the contract date, the initial ING Joint LifePay Base is equal to the initial premium.

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If you purchased the ING Joint LifePay rider after the contract date, the initial ING Joint LifePay Base is equal to the contract value on the effective date of the ING Joint LifePay rider.

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The initial ING Joint LifePay Base is increased dollar-for-dollar by any premiums received during the

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Growth Phase (“eligible premiums”). The ING Joint LifePay Base is also increased to equal the contract value if the contract value is greater then the current ING Joint LifePay Base, valued on each quarterly contract anniversary after the effective date of the ING Joint LifePay rider during the Growth Phase. The ING Joint LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

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Currently, any additional premiums paid during the Withdrawal Phase are not eligible premiums for purposes of determining the ING Joint LifePay Base or the Maximum Annual Withdrawal; however, we reserve the right to treat such premiums as eligible premiums at our discretion, in a nondiscriminatory manner. Premiums received during the Withdrawal Phase do increase the contract value used to determine the reset Maximum Annual Withdrawal if you choose to reset the ING Joint LifePay rider (see “ING Joint LifePay Reset Option,” below). We reserve the right to discontinue allowing premium payments during the Withdrawal Phase.

Determination of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal is determined on the date the Withdrawal Phase begins. It equals the Maximum Annual Withdrawal percentage multiplied by the greater of the contract value and the ING Joint LifePay Base, as of the last day of the Growth Phase. The first withdrawal after the effective date of the ING Joint LifePay rider (which causes the end of the Growth Phase) is treated as occurring on the first day of the Withdrawal Phase, immediately after calculation of the Maximum Annual Withdrawal. The Maximum Annual Withdrawal percentage, which varies by age of the youngest active spouse on the date the Withdrawal Phase begins, is as follows:

Annuitant Age	Maximum Annual Withdrawal Percentage
55-64	4%
65-75	5%
76-80	6%
81+	7%

Once determined the Maximum Annual Withdrawal percentage never changes for the contract.

If the ING Joint LifePay rider is in the Growth Phase, and the annuity commencement date is reached, the ING Joint LifePay rider will enter the Withdrawal Phase and annuity payments will begin. In lieu of the annuity options under the Contract, you may elect a life only annuity option under which we will pay the greater of the annuity payout under the Contract and annual payments equal to the Maximum Annual Withdrawal, provided that, if both spouses are active, payments under the life only annuity option will be calculated using the joint life expectancy table for both spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the active spouse.

Withdrawals in a contract year that do not exceed the Maximum Withdrawal Amount do not reduce the Maximum Withdrawal Amount. However, if withdrawals in any contract year exceed the Maximum Annual Withdrawal (an “excess withdrawal”), the Maximum Annual Withdrawal will be reduced on a pro-rata basis. This means that the Maximum Annual Withdrawal will be reduced by the same proportion as the excess withdrawal is of the contract value determined after the deduction the amount withdrawn up to the Maximum Annual Withdrawal but before deduction of the excess withdrawal.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any Market Value Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum Annual Withdrawal. See Appendix H, Illustration 1 and 2 for examples of this concept.

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Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal which exceeds the Maximum Annual Withdrawal for a specific contract year, will not be deemed excess withdrawals in that contract year, subject to the following:

If the contract owner’s Required Minimum Distribution for a calendar year (determined on a date on or before January 31 of that year), applicable to the contract, is greater than the Maximum Annual Withdrawal on that date, an Additional Withdrawal Amount will be set equal to that portion of the Required Minimum Distribution that exceeds the Maximum Annual Withdrawal.

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.

Once the Maximum Annual Withdrawal for the then current contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.

Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, Illustration 3.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING Joint LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

Lifetime Automatic Periodic Benefit Status. If the contract value is reduced to zero by a withdrawal in excess of the Maximum Annual Withdrawal, the contract and the ING Joint LifePay rider will terminate due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

If the contract value is reduced to zero for a reason other than a withdrawal in excess of the Maximum Annual Withdrawal while the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status, the ING Joint LifePay rider will enter Lifetime Automatic Periodic Benefit Status and you are no longer entitled to make withdrawals. Instead, under the ING Joint LifePay rider you will begin to receive periodic payments in an annual amount equal to the Maximum Annual Withdrawal.

When the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status:

the contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay rider;

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no further premium payments will be accepted; and

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal to the Maximum Annual Withdrawal. The time period for which we will make these payments will depend upon whether one or two spouses are active under the ING Joint LifePay rider at the time this status begins. If both spouses are active under the ING Joint LifePay rider, these payments will cease upon the death of the second spouse, at which time both the ING Joint LifePay rider and the contract will terminate without further value. If only one spouse is active under the ING Joint LifePay rider, the payments will cease upon the death of the active spouse, at which time both the ING Joint LifePay rider and the contract will terminate without value.

If the Maximum Annual Withdrawal exceeds the net withdrawals taken the contract year when the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status (including the withdrawal that results in the contract value decreasing to zero), that difference will be paid immediately to the contract owner. The periodic payments will begin on the last day of the first full contract year following the date the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status and will continue to be paid annually thereafter.

You may elect to receive systematic withdrawals pursuant to the terms of the contract. Under a systematic withdrawal, either a fixed amount or an amount based upon a percentage of the contract value will be withdrawn from your contract and paid to you on a scheduled basis, either monthly, quarterly or annually. If, at the time the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status, you are receiving systematic withdrawals under the contract more frequently than annually, the periodic payments will be made at the same frequency in equal amounts such that the sum of the payments in each contract year will equal the annual Maximum Annual Withdrawal. Such payments will be made on the same payment dates as previously set up, if the payments were being made monthly or quarterly. If the payments were being made semi-annually or annually, the payments will be made at the end of the half-contract year or contract year, as applicable.

ING Joint LifePay Reset Option. Beginning one year after the Withdrawal Phase begins, you may choose to reset the Maximum Annual Withdrawal, if the Maximum Annual Withdrawal percentage multiplied by the contract value would be greater than your current Maximum Annual Withdrawal. You must elect to reset by a request in a form satisfactory to us. On the date the request is received (the “Reset Effective Date”), the Maximum Annual Withdrawal will increase to be equal to the Maximum Annual Withdrawal percentage multiplied by the contract value on the Reset Effective Date. The reset option is only available when the ING Joint LifePay rider is in Lifetime Guaranteed Withdrawal Status. We reserve the right to limit resets to the contract anniversary.

If the reset option is exercised, the charge for the ING Joint LifePay rider will be equal to the charge then in effect for a newly purchased rider but will not exceed the maximum annual charge of 1.50%. However, we guarantee that the ING Joint LifePay rider charge will not increase for resets exercised within the first five contract years. See Appendix H, Illustration 4.

Investment Option Restrictions. In order to mitigate the insurance risk inherent in our guarantee to provide you and your spouse with lifetime payments (subject to the terms and restrictions of the ING Joint LifePay rider), we require that your contract value be allocated in accordance with certain limitations. In general, to the extent that you choose not to invest in the Accepted Funds, we require that 20% of the amount not so invested be invested in the Fixed Allocation Fund. We will require this allocation regardless of your investment instructions to the contract, as described below.

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least 20% of such contract value in the Fixed Allocation Fund. See “Fixed Allocation Fund Automatic Rebalancing,” below.

Accepted Funds. Currently the Accepted Funds are the ING LifeStyle Moderate Portfolio, ING LifeStyle Moderate Growth Portfolio, ING LifeStyle Growth Portfolio, ING Market Pro Portfolio, ING Liquid Assets Portfolio, Fixed Account I, and the Fixed Interest Division. We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value allocated to such portfolios after the date of the change.

Fixed Allocation Fund. The ING VP Intermediate Bond Portfolio is designated as the Fixed Allocation Fund.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

Fixed Allocation Fund Automatic Rebalancing. If the contract value in the Fixed Allocation Fund is less than 20% of the total contract value allocated to the Fixed Allocation Fund and Other Funds on any ING Joint LifePay Rebalancing Date, we will automatically rebalance the contract value allocated to the Fixed Allocation Fund and Other Funds so that 20% of this amount is allocated to the Fixed Allocation Fund. Accepted Funds are excluded from Fixed Allocation Fund Automatic Rebalancing. Any rebalancing is done on a pro-rata basis among the Other Funds and will be the last transaction processed on that date. The ING Joint LifePay Rebalancing Dates occur on each contract anniversary and after the following transactions:

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receipt of additional premiums;

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transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you; and

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withdrawals from the Fixed Allocation Fund or Other Funds.

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Fixed Allocation Fund Automatic Rebalancing is separate from any other automatic rebalancing under the contract. However, if the other automatic rebalancing under the contract causes the allocations to be out of compliance with the investment option restrictions noted above, Fixed Allocation Fund Automatic Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay rider, you are providing the Company with direction and authorization to process these transactions, including reallocations into the Fixed Allocation Fund. You should not purchase the ING Joint LifePay rider if you do not wish to have your contract value reallocated in this manner.

Divorce. Generally, in the event of a divorce, the spouse who retains ownership of the contract will continue to be entitled to all rights and benefits of the ING Joint LifePay rider, while the ex-spouse will no longer have any such rights or be entitled to any such benefits. In the event of a divorce during Lifetime Guaranteed Withdrawal Status, the ING Joint LifePay rider continues, and terminates upon the death of the owner (first owner in the case of joint owners, or the annuitant in the case of a custodial IRA). Although spousal continuation may be available under the Tax Code for a subsequent spouse, the ING Joint LifePay rider cannot be continued by the new spouse. As the result of the divorce, we may be required to withdraw assets for the benefit of an ex-spouse. Any such withdrawal will be considered a withdrawal for purposes of the Maximum Annual Withdrawal amount. In other words, if a withdrawal incident to a divorce exceeds the Maximum Annual Withdrawal amount, it will be considered an excess withdrawal. See “Determination of the Maximum Annual Withdrawal,” above. As noted, in the event of a divorce there is no change to the Maximum Annual Withdrawal and we will continue to deduct charges for the ING Joint LifePay rider.

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In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic payments made. Payments will continue until both spouses are deceased.

Death of Owner. The death of the owner (or in the case of joint owners, the first owner, or for custodial IRAs, the annuitant) during Lifetime Guaranteed Withdrawal Status may cause the termination of the ING Joint LifePay rider and its charges, depending upon whether one or both spouses are in active status at the time of death, as described below.

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If both spouses are in active status: If the surviving spouse elects to continue the contract and becomes the sole owner and annuitant, the ING Joint LifePay rider will remain in effect pursuant to its original terms and ING Joint LifePay coverage and charges will continue. As of the date the contract is continued, the Maximum Annual Withdrawal will be set to the greater of the existing Maximum Annual Withdrawal or the Maximum Annual Withdrawal percentage multiplied by the contract value on the date the contract is continued. Such a reset will not count as an exercise of the ING Joint LifePay Reset Option, and rider charges will not increase.

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If the surviving spouse elects not to continue the contract, ING Joint LifePay rider coverage and charges will cease upon the earlier of payment of the death benefit or notice that an alternative distribution option has been chosen.

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If the surviving spouse is in inactive status: The ING Joint LifePay rider terminates and ING Joint LifePay coverage and charges cease upon proof of death.

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Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the annuitant. The ING Joint LifePay rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

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spousal continuation by an active spouse, as described above;

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change of owner from one custodian to another custodian for the benefit of the same individual;

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change of owner from a custodian for the benefit of an individual to the same individual (in order to avoid the owner’s spouse from being designated inactive, the owner’s spouse must be named sole beneficiary under the contract);

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change of owner from an individual to a custodian for the benefit of the same individual;

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collateral assignments;

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for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner’s spouse and is active when added as joint owner;

for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and

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change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

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Surrender Charges. If you elect the ING Joint LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments under the ING Joint LifePay rider are not subject to surrender charges, nor will these amounts be subject to any other charges under the contract.

Federal Tax Considerations. For more information about the tax treatment of amounts paid to you under the ING Joint LifePay rider, see “Federal Tax Considerations – Taxation of Distributions”.

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Other Contracts

We and our affiliates offer various other products with different features and terms than the Contracts, and that may offer some or all of the same investment portfolios. These products have different benefits, fees and charges, and may or may not better match your needs. Please note that some of the Company’s management personnel and certain other employees may receive a portion of their employment compensation based on the amount of Contract values allocated to investment portfolios of Trusts or Funds affiliated with ING. You should be aware that there are alternative options available, and, if you are interested in learning more about these other products, contact our Customer Service Center or your registered representative.

WITHDRAWALS

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Except under certain qualified Contracts, you may withdraw all or part of your money any time during the accumulation phase and before the death of the contract owner. If you request a withdrawal for more than 90% of the cash surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we will treat it as a request to surrender the Contract. If any single withdrawal or the sum of withdrawals exceeds the Free Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount is the greater of (i) any earnings less previous withdrawals, and (ii) 10% of premium payments paid within 4 years prior to the date of the withdrawal and not previously withdrawn, less any prior withdrawals taken in the same contract year.

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You need to submit to us a written request specifying the Fixed Interest Allocations or subaccounts from which to withdraw amounts, otherwise we will make the withdrawal on a pro-rata basis from all of the subaccounts in which you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value Adjustment with your tax adviser. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made.

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If you have elected the ING LifePay or ING Joint LifePay riders, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments paid under the ING LifePay or ING Joint LifePay riders are not subject to surrender charges.

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If the aggregate percentage cap on allocations to the Restricted Funds has been exceeded, any subsequent withdrawals must be taken so that the percentage of contract value in the Restricted Funds following the withdrawal would not be greater than the percentage of contract value in the Restricted Funds prior to the withdrawal. If a requested withdrawal would cause the percentage cap to be exceeded, the amount of the withdrawal in excess of the cap would be taken pro-rata from all variable subaccounts.

For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the Liquid Assets subaccount) prior to processing the withdrawal. This transfer will not affect the withdrawal amount you receive.

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Please be aware that the benefit we pay under certain optional benefit riders may be reduced by any withdrawals you take while the optional benefit rider is in effect. See “Optional Riders.”

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We offer the following three withdrawal options:

Regular Withdrawals

After the free look period, you may make regular withdrawals. Each withdrawal must be a minimum of $100. We will apply a Market Value Adjustment to any regular withdrawal you take from a Fixed Interest Allocation more than 30 days before its maturity date. See Appendix C and the Fixed Account II prospectus for more information on the application of the Market Value Adjustment.

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Systematic Withdrawals

You may choose to receive automatic systematic withdrawal payments (i) from the contract value in the subaccounts in which you are invested, or (ii) from the interest earned in your Fixed Interest Allocations. You may not elect the systematic withdrawal option if you are taking IRA withdrawals. Systematic withdrawals may be taken monthly, quarterly or annually. If you have contract value allocated to one or more Restricted Funds, and you elect to receive systematic withdrawals from the subaccounts in which you are invested, the systematic withdrawals must be taken pro-rata from all subaccounts in which contract value is invested. If you do not have contract value allocated to a Restricted Fund and choose systematic withdrawals on a non pro-rata basis, we will monitor the withdrawals annually. If you subsequently allocate contract value to one or more Restricted Funds, we will require you to take your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value is invested. There is no additional charge for this feature.

You decide when you would like systematic payments to start as long as it is at least 28 days after your contract date. You also select the date on which the systematic withdrawals will be made, but this date cannot be later than the 28th day of the month. If you have elected to receive systematic withdrawals but have not chosen a date, we will make the withdrawals on the same calendar day of each month as your contract date. If your contract date is after the 28th day of the month, your systematic withdrawal will be made on the first day of each month.

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Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can either be (i) a fixed dollar amount or (ii) an amount based on a percentage of the premiums not previously withdrawn from the subaccounts in which you are invested. Both forms of systematic withdrawals are subject to the applicable maximum as shown below, which is calculated on each withdrawal date:

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Frequency	Maximum Percentage of Premiums Not Previously Withdrawn
Monthly	0.83%
Quarterly	2.50%
Annually	10.00%

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If your systematic withdrawal is a fixed dollar amount and the amount to be withdrawn would exceed the applicable maximum percentage of your premium payments not previously withdrawn on any withdrawal date, we will automatically reduce the amount withdrawn so that it equals such percentage. Thus, your fixed dollar systematic withdrawals will never exceed the maximum percentage. If you want fixed dollar systematic withdrawals to exceed the maximum percentage and are willing to incur associated surrender charges, consider the Fixed Dollar Systematic Withdrawal Feature discussed below which you may add to your regular fixed dollar systematic withdrawal program.

If your systematic withdrawal is based on a percentage of the premiums not previously withdrawn from the subaccounts in which you are invested and the amount to be withdrawn based on that percentage would be less than $100, we will automatically increase the amount to $100 as long as it does not exceed the maximum percentage. If the systematic withdrawal would exceed the maximum percentage, we will send the amount, and then automatically cancel your systematic withdrawal option.

We limit systematic withdrawals from Fixed Interest Allocations to interest earnings during the prior month, quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. A Fixed Interest Allocation may not participate in both the systematic withdrawal option and the dollar cost averaging program at the same time.

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You may change the amount or percentage of your systematic withdrawal once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date. If you submit a subsequent premium payment after you have applied for systematic withdrawals, we will not adjust future withdrawals under the systematic withdrawal program unless you specifically request that we do so. The systematic withdrawal option may commence in a contract year where a regular withdrawal has been taken but you may not change the amount or percentage of your withdrawals in any contract year during which you have previously taken a regular withdrawal.

Subject to availability, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the beneficiary’s lifetime (“stretch”). Stretch payments will be subject to the same limitations as systematic withdrawals, and non-qualified stretch payments will be reported on the same basis as other systematic withdrawals.

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Fixed Dollar Systematic Withdrawal Feature. You may add the Fixed Dollar Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal in a fixed dollar amount in addition to your systematic withdrawal program regardless of any potential impact of surrender charges or Market Value Adjustments. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. You choose the amount of the fixed systematic withdrawals, which may total up to an annual maximum of 10% of your premium payments not previously withdrawn as determined on the day we receive your election of this feature. We will not recalculate the maximum limit when you make additional premium payments, unless you instruct us to do so. We will assess a surrender charge on the withdrawal date if the withdrawal exceeds the maximum limit as calculated on the withdrawal date. We will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will apply the surrender charge and any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount of each systematic withdrawal remains fixed.

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Fixed dollar systematic withdrawals which are intended to satisfy the requirements of Section 72(q) or 72(t) of the Tax Code may exceed the maximum. Such withdrawals are subject to surrender charges and Market Value Adjustments when they exceed the applicable maximum percentage.

IRA Withdrawals

If you have a non-Roth IRA Contract and will be at least age 70½ during the current calendar year, you may elect to have distributions made to you to satisfy requirements imposed by federal tax law. IRA withdrawals provide payout of amounts required to be distributed by the Internal Revenue Service (“IRS”) rules governing mandatory distributions under qualified plans. We will send you a notice before your distributions commence. You may elect to take IRA withdrawals at that time, or at a later date. You may not elect IRA withdrawals and participate in systematic withdrawals at the same time. If you do not elect to take IRA withdrawals, and distributions are required by federal tax law, distributions adequate to satisfy the requirements imposed by federal tax law may be made. Thus, if you are participating in systematic withdrawals, distributions under that option must be adequate to satisfy the mandatory distribution rules imposed by federal tax law.

You may choose to receive IRA withdrawals on a monthly, quarterly or annual basis. You may elect payments to start as early as 28 days after the contract date. You select the day of the month when the withdrawals will be made, but it cannot be later than the 28th day of the month. If no date is selected, we will make the withdrawals on the same calendar day of the month as the contract date. If your contract date is after the 28th day of the month, your IRA withdrawal will be made on the first day of each month.

You may request us to calculate the amount you are required to withdraw from your Contract each year based on the information you give us and various choices you make. For information regarding the calculation and choices you have, see the SAI. Or, we will accept your written instructions regarding the calculated amount required to be withdrawn from your Contract each year. The minimum dollar amount you can withdraw is $100. When we determine the required IRA withdrawal amount for a taxable year based on the frequency you select, if that amount is less than $100, we will pay $100. At any time where the IRA withdrawal amount is greater than the contract value, we will cancel the Contract and send you the amount of the cash surrender value.

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You may change the payment frequency of your IRA withdrawals once each contract year or cancel this option at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next scheduled withdrawal date.

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals will be subject to a Market Value Adjustment.

Consult your tax adviser regarding the tax consequences associated with taking withdrawals. You are responsible for determining that withdrawals comply with applicable law. A withdrawal made before the taxpayer reaches age 59½ may result in a 10% penalty tax. See “Federal Tax Considerations” for more details.

TRANSFERS AMONG YOUR INVESTMENTS

Between the end of the free look period and the annuity start date, you may transfer your contract value among the subaccounts in which you are invested and your Fixed Interest Allocations. We currently do not charge you for transfers made during a contract year, but reserve the right to charge for each transfer after the twelfth transfer in a contract year. We also reserve the right to limit the number of transfers you may make and may otherwise modify or terminate transfer privileges if required by our business judgment or in accordance with applicable law. We will apply a Market Value Adjustment to transfers from a Fixed Interest Allocation taken more than 30 days before its maturity date, unless the transfer is made under the dollar cost averaging program. Keep in mind that transfers between Covered Funds, Special Funds and Excluded Funds and other investment portfolios may negatively impact your death benefit or rider benefits.

If you allocate contract value to an investment option that has been designated as a Restricted Fund, your ability to transfer contract value to the Restricted Fund may be limited. A transfer to the Restricted Funds will not be permitted to the extent that it would increase the contract value in the Restricted Fund to more than the applicable limits following the transfer. We do not limit transfers from Restricted Funds. If the result of multiple reallocations is to lower the percentage of total contract value in the Restricted Fund, the reallocation will be permitted even if the percentage of contract value in the Restricted Fund is greater than the limit.

Please be aware that the benefit we pay under an optional benefit rider may be affected by certain transfers you make while the rider is in effect. Transfers, including those involving Special Funds or Excluded Funds, may also affect your optional rider base. See “The Annuity Contract — Optional Riders.”

The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount or a Fixed Interest Allocation. To make a transfer, you must notify our Customer Service Center and all other administrative requirements must be met. We will determine transfer values at the end of the business day on which we receive the transfer request at our Customer Service Center. If we receive your transfer request after 4 p.m. eastern time or the close of regular trading of the New York Stock Exchange, we will make the transfer on the next business day.

Separate Account B and the Company will not be liable for following instructions communicated by telephone or other approved electronic means that we reasonably believe to be genuine. We may require personal identifying information to process a request for transfer made over the telephone, over the internet or other approved electronic means.

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Limits on Frequent or Disruptive Transfers

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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:

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Increased trading and transaction costs;

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Forced and unplanned portfolio turnover;

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Lost opportunity costs; and

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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:

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

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

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

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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

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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

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activity. If it is not completely successful, fund performance and management may be adversely affected, as noted above.

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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. Orders received by facsimile after this time will be valued and processed on the next business day.

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Limits Imposed by Underlying Funds

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

Dollar Cost Averaging

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You may elect to participate in our dollar cost averaging (“DCA”) program if you have at least $1,200 of contract value in (i) the Liquid Assets subaccount, or (ii) a Fixed Interest Allocation with either a 6-month or a 1-year guaranteed interest period (subject to availability). These subaccounts or Fixed Interest Allocations serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. We also may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively for use with the dollar cost averaging program. The DCA Fixed Interest Allocations require a minimum premium payment of $1,200 directed into a DCA Fixed Interest Allocation. A Fixed Interest Allocation or DCA Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at the same time. There is no additional charge for this feature.

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The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to other subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100. If your source account is the Liquid Assets subaccount or a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If your source account is a 6-month Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 6. You may change the transfer amount once each contract year. If you have a DCA Fixed Interest Allocation, there is no minimum or maximum transfer amount. We will transfer all your money allocated to that source account into the subaccount(s) in equal payments over the selected 6-month or 1-year period. The last payment will include earnings accrued over the course of the selected period. If you make an additional premium payment into a Fixed Interest Allocation subject to dollar cost averaging, the amount of your transfers under the dollar cost averaging program remains the same, unless you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value Adjustment. However, if you terminate the dollar cost averaging program for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest Allocation, we will transfer the remaining money to the Liquid Assets subaccount. Such transfer will trigger a Market Value Adjustment if the transfer is made more than 30 days before the maturity date of the DCA Fixed Interest Allocation.

If you do not specify to which subaccounts you want to transfer the dollar amount of the source account, we will transfer the money to the subaccounts in which you are invested on a proportional basis. The transfer date is the same day each month as your contract date. If, on any transfer date, your contract value in a source account is equal or less than the amount you have elected to have transferred, the entire amount will be transferred and the program will end. You may terminate the dollar cost averaging program at any time by sending satisfactory notice to our Customer Service Center at least 7 days before the next transfer date.

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Transfers under the DCA program must be in compliance with the investment restrictions for the living benefit riders. If you set up DCA transfers that are not in compliance with such restrictions, the fixed allocation fund automatic rebalancing feature of those living benefit riders will automatically rebalance the amounts to bring them into compliance.

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You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this section and in “Trusts and Funds – Restricted Funds.” Compliance with the individual and aggregate Restricted Fund limits will be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost averaging program must be within those limits. We will not review again your dollar cost averaging election for compliance with the individual and aggregate limits for investment in the Restricted Funds except in the case of the transactions described below.

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Amount added to source account: If you add amounts to the source account which would increase the amount to be transferred under the dollar cost averaging program, we will review the amounts to be transferred to ensure that the individual and aggregate limits are not being exceeded. If such limits would be exceeded, we will require that the dollar cost averaging transfer amounts be changed to ensure that the transfers are within the limits based on the then-current allocation of contract value to the Restricted Fund(s) and the then-current value of the amount designated to be transferred to that Restricted Fund(s).

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Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a Restricted Fund. If you request more than the individual limit be allocated to a Restricted Fund, we will look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current value of amounts to be transferred under the dollar cost averaging program to Restricted Funds. The excess, if any, is the maximum that may be allocated pro-rata to the Restricted Funds.

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Reallocation request is made while the dollar cost averaging program is active: If the reallocation would increase the amount allocated to Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to Restricted Funds and less the current value of any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds.

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We may offer additional subaccounts or fixed interest allocations as part of or withdraw any subaccount or Fixed Interest Allocation from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations or otherwise modify, suspend or terminate this program. Such change will not affect any dollar cost averaging programs in operation at the time.

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Automatic Rebalancing

If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to have your investments in the subaccounts automatically rebalanced. Automatic rebalancing is not available if you participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period. Transfers made pursuant to automatic rebalancing do not count toward the 12-transfer limit on free transfers. There is no additional charge for this feature.

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You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described above, in this section and in “Trusts and Funds – Restricted Funds.” If the reallocation would increase the amount allocated to the Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to all Restricted Funds.

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We will transfer funds under your Contract on a quarterly, semi-annual, or annual calendar basis among the subaccounts to maintain the investment blend of your selected subaccounts. The minimum size of any allocation must be in full percentage points. Rebalancing does not affect any amounts that you have allocated to the Fixed Account. The program may be used in conjunction with the systematic withdrawal option only if withdrawals are taken pro-rata.

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To participate in automatic rebalancing, send satisfactory notice to our Customer Service Center. We will begin the program on the last business day of the period in which we receive the notice. You may cancel the program at any time. The program will automatically terminate if you choose to reallocate your contract value among the subaccounts or if you make an additional premium payment or partial withdrawal on other than a pro-rata basis. Additional premium payments and partial withdrawals made on a pro-rata basis will not cause the automatic rebalancing program to terminate.

DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase

During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either the contract owner, or the first of joint owners or the annuitant (when a contract owner is not an individual) dies. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. We calculate the death benefit value as of the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, at our Customer Service Center (“claim date”). If your beneficiary wants to receive the death benefit on a date later than this, it may affect the amount of the benefit payable in the future. The proceeds may be received in a single sum, applied to any of the annuity options, or, if available, paid over the beneficiary’s lifetime. (See “Systematic Withdrawals,” above). A beneficiary’s right to elect an annuity option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. Unless you elect 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. We will generally distribute death benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For information on required distributions under federal income tax laws, you should see “Required Distributions upon Contract Owner’s Death.” Interest earned on this account may be less than interest paid on other settlement options.

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You may choose one of the following Death Benefits: (i) the Standard Death Benefit, (ii) the Quarterly Ratchet Enhanced Death Benefit or (iii) the Max 7 Enhanced Death Benefit. The Quarterly Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are available only if the contract owner or the annuitant (if the contract owner is not an individual) is not more than 79 years old at the time of purchase. The Enhanced Death Benefits are available only at the time you purchase your Contract. The Enhanced Death Benefits are not available where a Contract is owned by joint owners. Not all death benefits are available in every state. If you do not choose a death benefit, your death benefit will be the Standard Death Benefit.

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Once you choose a death benefit, you cannot change it. We may stop or suspend offering any of the Enhanced Death Benefit options to new Contracts. A change in ownership of the Contract may affect the amount of the death benefit and the Enhanced Death Benefit. The ING LifePay and ING Joint LifePay riders may also affect the death benefit.

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The death benefit may be subject to certain mandatory distribution rules required by federal tax law.

In all cases described below, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted.

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Base Death Benefit. We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death benefit options described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater of:

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the contract value; or

the cash surrender value.

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Standard Death Benefit. The Standard Death Benefit equals the greater of:

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the Base Death Benefit; and

the Standard Minimum Guaranteed Death Benefit (“Standard MGDB”) for amounts allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Standard MGDB.

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The Standard MGDB allocated to Covered Funds equals premium payments allocated to Covered Funds less pro-rata adjustments for any withdrawals and transfers.

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The Standard MGDB allocated to Excluded Funds equals premium payments allocated to Excluded Funds less pro-rata adjustments for any withdrawals and transfers. This calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds.

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Withdrawals reduce the Standard MGDB on a pro-rata basis. The percentage reduction in the Standard MGDB for each Fund category (i.e. Covered or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

Transfers among Fund categories do not reduce the overall Standard MGDB.

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Net transfers from Covered Funds to Excluded Funds will reduce the Standard MGDB in the Covered Funds on a pro-rata basis. The increase in the Standard MGDB allocated to Excluded Funds will equal the decrease in the Standard MGDB in Covered Funds.

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Net transfers from Excluded Funds to Covered Funds will reduce the Standard MGDB in Excluded Funds on a pro-rata basis. The increase in the Standard MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the decrease in the Standard MGDB in Excluded Funds.

Enhanced Death Benefit Options. The Contract has Enhanced Death Benefit options designed to protect the contract value from poor investment performance and the impact that poor investment performance could have on the Standard Death Benefit. The Enhanced Death Benefit options enable you to lock in positive investment performance. Under the Enhanced Death Benefit options, if you die before the annuity start date, your beneficiary will receive the greater of the Standard Death Benefit or the Enhanced Death Benefit option elected. The criteria to lock are different. The Quarterly Ratchet Enhanced Death Benefit locks quarterly. The Max 7 Enhanced Death Benefit also locks quarterly, but it also has an element that locks at a specified interest rate. Your death benefit under the Max 7 Enhanced Death Benefit would be the greater of these two elements. Which Enhanced Death Benefit option is right for you ultimately depends on whether you want the lock to include a specified interest rate, besides the additional charge. The Enhanced Death Benefit options are explained further below.

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Allocation restrictions apply for purposes of determining death benefits. Selecting a Special Fund or Excluded Fund may limit or reduce the Enhanced Death Benefit. We may, with 30 days notice to you, designate any investment portfolio as a Special Fund or Excluded Fund on existing Contracts with respect to new premiums added to such investment portfolio and also with respect to new transfers to such investment portfolio.

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For the period during which a portion of the contract value is allocated to a Special Fund or Excluded Fund, we may, at our discretion, reduce the mortality and expense risk charge attributable to that portion of the contract value. The reduced mortality and expense risk charge will be applicable only during that period.

The Quarterly Ratchet Enhanced Death Benefit equals the greater of:

the Standard Death Benefit; and

the Quarterly Ratchet Minimum Guaranteed Death Benefit (“Quarterly Ratchet MGDB”) allocated to Covered Funds plus the contract value allocated to Excluded Funds.

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Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Quarterly Ratchet MGDB.

The Quarterly Ratchet MGDB allocated to Covered Funds on the contract date equals the premium allocated to Covered Funds. On each quarterly anniversary (three months from the contract date and each three month anniversary of that date) that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Covered Funds will be set to the greater of:

the current contract value in Covered Funds (after deductions occurring as of that date); or

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the Quarterly Ratchet MGDB in Covered Funds from the prior quarterly anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to Covered Funds, and transfers.

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Covered Funds is equal to the Quarterly Ratchet MGDB in the Covered Funds from the last quarterly anniversary, adjusted for new premiums, partial withdrawals attributable to Covered Funds, and transfers.

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The Quarterly Ratchet MGDB allocated to Excluded Funds on the contract date equals the premium allocated to Excluded Funds. The calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds. On each quarterly anniversary that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Excluded Funds will be set to the greater of:

the current contract value in Excluded Funds (after deductions occurring as of that date); or

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the Quarterly Ratchet MGDB in the Excluded Funds from the prior quarterly anniversary (after deductions occurring on that date), adjusted for new premiums, partial withdrawals attributable to Excluded Funds, and transfers.

Other than on quarterly anniversaries, the Quarterly Ratchet MGDB in the Excluded Funds is equal to the Quarterly Ratchet MGDB in the Excluded Funds from the last quarterly anniversary, adjusted for new premiums, partial withdrawals attributable to Excluded Funds, and transfers.

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Withdrawals reduce the Quarterly Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

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Net transfers from Covered Funds to Excluded Funds will reduce the Quarterly Ratchet MGDB in Covered Funds on a pro-rata basis. The increase in the Quarterly Ratchet MGDB allocated to Excluded Funds, as applicable, will equal the decrease in the Quarterly Ratchet MGDB in Covered Funds.

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Net transfers from Excluded Funds to Covered Funds will reduce the Quarterly Ratchet MGDB in Excluded Funds on a pro-rata basis. The increase in the Quarterly Ratchet MGDB allocated to Covered Funds will equal the lesser of the net contract value transferred and the reduction in the Quarterly Ratchet MGDB in Excluded Funds.

The Max 7 Enhanced Death Benefit equals the greater of the Quarterly Ratchet Enhanced Death Benefit and the 7% Solution Death Benefit Element. Each element of the Max 7 Enhanced Death Benefit is determined independently of the other at all times.

The 7% Solution Death Benefit Element is the greater of:

the Standard Death Benefit; and

the lesser of:

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2.5 times all premium payments, adjusted for withdrawals (the “cap”); or

the sum of the 7% Solution Minimum Guaranteed Death Benefit (“7% MGDB”) allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to Excluded Funds.

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For Contracts issued prior to August 21, 2006, the cap is 3 times all premium payments, adjusted for withdrawals.

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For purposes of calculating the 7% Solution Death Benefit Element, the following investment options are designated as Special Funds: the ING Liquid Assets Portfolio, the ING PIMCO Core Bond Portfolio, the ProFunds VP Rising Rates Opportunity Portfolio, the Fixed Account, the Fixed Interest Division, and the TSA Special Fixed Account.

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For Contracts issued prior to May 1, 2003, the ING PIMCO Core Bond Portfolio is not designated as a Special Fund.

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For Contracts issued prior to September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is not designated as a Special Fund.

For Contracts issued on or after May 1, 2003, but prior to August 21, 2006, the ING VP Intermediate Bond Portfolio is designated as a Special Fund.

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Covered Funds are all investment options not designated as Special Funds or Excluded Funds. No investment options are currently designated as Excluded Funds.

The 7% MGDB allocated to Covered Funds equals premiums allocated to Covered Funds, adjusted for withdrawals and transfers, accumulated at 7% until age 80 or the 7% MGDB reaches the cap. There is no accumulation once the cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no catch-up for any period where accumulation was suspended.

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The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals and transfers. There is no accumulation of 7% MGDB allocated to Special Funds.

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The 7% MGDB allocated to Excluded Funds is determined in the same way as the 7% MGDB for Covered Funds, but the calculation is not used for benefit purposes, but only to determine the impact of transfers to and from Excluded Funds.

Withdrawals reduce the 7% MGDB on a pro-rata basis. The percentage reduction in the 7% MGDB for each Fund category (i.e. Covered, Special or Excluded) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal. The percentage reduction in the cap equals the percentage reduction in total contract value resulting from the withdrawal. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

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Transfers among Fund categories do not reduce the overall 7% MGDB, but do affect the amount of the 7% MGDB in a particular Fund category. Net transfers from among the Funds will reduce the 7% MGDB in the Funds on a pro-rata basis. The increase in the 7% MGDB allocated to the fund category to which the transfer is being made will equal the decrease in the fund category from which the transfer is being made.

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Note:

In all cases described above, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted. The enhanced death benefits may not be available in all states.

Earnings Multiplier Benefit Rider. The earnings multiplier benefit rider is an optional rider that provides a separate death benefit in addition to the death benefit provided under the death benefit options described above. The rider is subject to state availability and is available only for issue ages 75 or under. You may add it at issue of the Contract or, if not yet available in your state, on the next contract anniversary following introduction of the rider in your state. The date on which the rider is added is referred to as the “rider effective date.”

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contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and ii) the contract value on the claim date minus the contract value on the rider effective date, minus subsequent premiums adjusted for subsequent withdrawals. The adjustment to the benefit for withdrawals is pro-rata, meaning that the benefit will be reduced by the proportion that the withdrawal bears to the contract value at the time of the withdrawal.

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There is an extra charge for the earnings multiplier benefit rider and once selected, it may not be revoked. The rider does not provide a benefit if there is no gain under the Contract. As such, the Company would continue to assess a charge for the rider, even though no benefit would be payable at death under the rider if there are no gains under the Contract. Please see “Charges and Fees – Charges Deducted from the Subaccounts – Optional Rider Charges – Earnings Multiplier Benefit Rider Charge” for a description of the charge.

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The rider is available for both non-qualified and qualified contracts. Please see the discussions of possible tax consequences in “Federal Tax Considerations,” “Individual Retirement Annuities,” “Taxation of Qualified Contracts,” and “Tax Consequences of Enhanced Death Benefit” in this prospectus.

Death Benefit During the Income Phase

If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time.

Continuation After Death — Spouse

If at the contract owner’s death, the surviving spouse of the deceased contract owner is the beneficiary and such surviving spouse elects to continue the Contract as his or her own, the following will apply:

If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value on that date is greater than zero, we will add such difference to the contract value. We will allocate such addition to the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the addition to the Liquid Assets subaccount, or its successor. Such addition to contract value will not affect the guaranteed death benefit or any living benefit rider values. Any addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such spouse under the provisions of the Contract elects to continue the Contract as his or her own.

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The death benefits under each of the available options will continue, based on the surviving spouse’s age on the date that ownership changes.

If you elect the Quarterly Ratchet Death Benefit or the Max 7 Enhanced Death Benefit and the new or surviving owner is attained 89 or less, ratchets will continue, (or resume if deceased owner had already reached age 90) until the new or surviving owner reaches age 90. If you elected the Max 7 Enhanced Death Benefit, the new or surviving owner is attained age 79 or less, the Max 7 Enhanced Death Benefit continues or resumes accumulation until either the cap or the attained age of 80 is reached.

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At subsequent surrender, we will waive any surrender charge applicable to premiums paid prior to the date we receive due proof of death of the contract owner. Any premiums paid later will be subject to any applicable surrender charge.

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the benefit to the Liquid Assets subaccount, or its successor.

The earnings multiplier benefit rider will continue, if the surviving spouse is eligible based on his or her attained age. If the surviving spouse is older than the maximum rider issue age, the rider will terminate. The Maximum Base and the percentages will be reset based on the adjusted contract value. The calculation of the benefit going forward will be: (i) based on the attained age of the spouse at the time of the ownership change using current values as of that date; (ii) computed as if the rider were added to the Contract after issue and after the increase; and (iii) based on the

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Maximum Base and percentages in effect on the original rider date. However, we may permit the surviving spouse to elect to use the then-current Maximum Base and percentages in the benefit calculation.

Continuation After Death — Not a Spouse

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If the beneficiary or surviving joint owner is not the spouse of the owner, the Contract may defer payment of the death benefit subject to the required distribution rules of the Tax Code. See next section, “Required Distributions Upon Contract Owner’s Death.”

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If the guaranteed death benefit as of the date we receive due proof of death, minus the contract value also on that date, is greater than zero, we will add such difference to the contract value. Such addition will be allocated to the variable subaccounts in proportion to the contract value in the subaccounts, unless we are directed otherwise. If there is no contract value in any subaccount, the addition will be allocated to the Liquid Assets subaccount, or its successor.

The death benefit will then terminate. At subsequent surrender, any surrender charge applicable to premiums paid prior to the date we receive due proof of death of the contract owner will be waived. No additional premium payments may be made.

Required Distributions Upon Contract Owner’s Death

We will not allow any payment of benefits provided under a non-qualified Contract which does not satisfy the requirements of Section 72(s) of the Tax Code.

If any contract owner of a non-qualified Contract dies before the annuity start date, we will distribute the death benefit payable to the beneficiary as follows: (a) the death benefit must be completely distributed within 5 years of the contract owner’s date of death; or (b) the beneficiary may elect, within the 1-year period after the contract owner’s date of death, to receive the death benefit in the form of an annuity from us, provided that (i) such annuity is distributed in substantially equal installments over the life of such beneficiary or over a period not extending beyond the life expectancy of such beneficiary; and (ii) such distributions begin not later than 1 year after the contract owner’s date of death.

Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner’s death. Upon receipt of such election from the spouse at our Customer Service Center: (i) all rights of the spouse as contract owner’s beneficiary under the Contract in effect prior to such election will cease; (ii) the spouse will become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and only if the deceased owner was the annuitant; and (iii) all rights and privileges granted by the Contract or allowed by us will belong to the spouse as contract owner of the Contract. We deem the spouse to have made this election if such spouse makes a premium payment to the Contract or fails to make a timely election as described in this paragraph.

If the owner’s beneficiary is not a spouse, the distribution provisions described in subparagraphs (a) and (b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner’s death.

Subject to availability, and our then current rules, a spousal or non-spousal beneficiary may elect to receive death benefits as payments over the life expectancy of the beneficiary (“stretch”). “Stretch” payments will be subject to the same limitations as systematic withdrawals, and non-qualified “stretch” payments will be reported on the same basis as other systematic withdrawals.

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within five years from the date of death. We will determine the death benefit as of the date we receive proof of death. Such cash payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, all of the contract owner’s rights granted under the Contract or allowed by us will pass to the contract owner’s beneficiary.

If a Contract has joint owners we will consider the date of death of the first joint owner as the death of the contract owner, and the surviving joint owner will become the beneficiary of the Contract. If any contract owner is not an individual, the death of an annuitant shall be treated as the death of a contract owner.

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Effect of ING LifePay and ING Joint LifePay Riders on Death Benefit

Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider-Death of Owner or Annuitant” for more information about the effect of the ING LifePay rider on the death benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING LifePay rider. Please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider – Death of Owner” for more information about the effect of the ING Joint LifePay rider on the death benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING Joint LifePay rider.

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THE ANNUITY OPTIONS

Annuitization of Your Contract

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If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the contract owner under an income plan. Four annuity options are available. We will make these payments under the annuity option you choose. You may change an annuity option by making a written request to us at least 30 days before the annuity start date. The MGIB annuity benefit may be available if you have purchased the MGIB rider, provided the waiting period and other specified conditions have been met.

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You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity start date. If, at the time of the contract owner’s death or the annuitant’s death (if the contract owner is not an individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity option within 60 days. In such a case, the payments will be based on the life expectancy of the beneficiary rather than the life of the annuitant. In all events, payments of death benefit proceeds must comply with the distribution requirements of applicable federal tax law.

The minimum monthly annuity income payment that we will make is $20. We may require that a single sum payment be made if the contract value is less than $2,000 or if the calculated monthly annuity income payment is less than $20.

For each annuity option we will issue a separate written agreement putting the annuity option into effect. Before we pay any annuity benefits, we require the return of your Contract. If your Contract has been lost, we will require that you complete and return the applicable lost Contract form. Various factors will affect the level of annuity benefits, such as the annuity option chosen, the applicable payment rate used and the investment performance of the portfolios and interest credited to the Fixed Interest Allocations.

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Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Payments under our current annuity options will last either for a specified period of time or for the life of the annuitant, or both – depending on the option. We will determine the amount of the annuity payments on the annuity start date by multiplying the contract value (adjusted for any market value adjustment) by the applicable payment factor provided under the Contract and dividing by 1,000. The applicable payment factor will depend on: the annuity option; payment date; the frequency of payments you choose; and the age of the annuitant or beneficiary (and gender, where appropriate under applicable law). Because our current annuity options provide only for fixed payments, subsequent payments will not differ from the amount of your first annuity payment.

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Our approval is needed for any option where:

The person named to receive payment is other than the contract owner or beneficiary;

The person named is not a natural person, such as a corporation; or

Any income payment would be less than the minimum annuity income payment allowed.

Selecting the Annuity Start Date

You select the annuity start date, which is the date on which the annuity payments commence. Unless we consent, the annuity start date must be at least 5 years from the contract date but before the month immediately following the annuitant’s 90th birthday, or 10 years from the contract date, if later. If, on the annuity start date, a surrender charge remains, the elected annuity option must include a period certain of at least 5 years.

If you do not select an annuity start date, it will automatically begin in the month following the annuitant’s 90th birthday, or 10 years from the contract date, if later.

If the annuity start date occurs when the annuitant is at an advanced age, such as over age 85, it is possible that the Contract will not be considered an annuity for federal tax purposes. For more information, see “Federal Tax Considerations” and the SAI. For a Contract purchased in connection with a qualified plan, other than a Roth IRA, distributions must commence not later than April 1st of the calendar year following the calendar year in which you reach age 70½ or, in some cases, retire. Distributions may be made through annuitization or withdrawals. You should consult a tax adviser for tax advice before investing.

Frequency of Annuity Payments

You choose the frequency of the annuity payments. They may be monthly, quarterly, semi-annually or annually. If we do not receive written notice from you, we will make the payments monthly. There may be certain restrictions on minimum payments that we will allow.

Beneficiary Rights

A beneficiary’s right to elect an annuity option or receive a lump sum may have been restricted by the contract owner. If so, such options will not be available to the beneficiary.

The Annuity Options

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We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3 are fixed. Payments under Option 4 may be fixed or variable, although only fixed payments are currently available. For a fixed annuity option, the contract value in the subaccounts is transferred to the Company’s general account. If you do not choose an annuity option, Option 2 – Income for Life with a 10-year period certain will be selected for you, or a shorter period if required by government regulations.

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Option 1. Income for a Fixed Period. Under this option, we make monthly payments in equal installments for a fixed number of years based on the contract value on the annuity start date. We guarantee that each monthly payment will be at least the amount stated in your Contract. If you prefer, you may request that payments be made in annual, semi-annual or quarterly installments. We will provide you with illustrations if you ask for them. If the cash surrender value or contract value is applied under this option, a 10% penalty tax may apply to the taxable portion of each income payment until the contract owner reaches age 59½.

Option 2. Income for Life with a Period Certain. Under this option, we make payments for the life of the annuitant in equal monthly installments and guarantee the income for at least a period certain, such as 10 or 20 years. Other periods certain may be available to you on request. You may choose a refund period instead. Under this arrangement, income is guaranteed until payments equal the amount of your Contract. If the person named lives beyond the guaranteed period, we will continue payments until his or her death. We guarantee that each payment will be at least the amount specified in the Contract corresponding to the person’s age on his or her last birthday before the annuity start date. Amounts for ages not shown in the Contract are available if you ask for them.

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Option 3. Joint Life Income. This option is available when there are 2 persons named to determine annuity payments. At least one of the persons named must be either the contract owner or beneficiary of the Contract. We guarantee monthly payments will be made as long as at least one of the named persons is living. There is no minimum number of payments. Monthly payment amounts are available upon request.

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Option 4. Annuity Plan. Under this option, your contract value can be applied to any other annuitization plan that we choose to offer on the annuity start date. Annuity payments under Option 4 may be fixed or variable. If variable and subject to the 1940 Act, it will comply with the requirements of such Act.

Payment When Named Person Dies

When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and ING USA. The amounts we will pay are determined as follows:

For Option 1, or any remaining guaranteed payments under Option 2, we will continue payments. Under Options 1 and 2, the discounted values of the remaining guaranteed payments may be paid in a single sum. This means we deduct the amount of the interest each remaining guaranteed payment would have earned had it not been paid out early. We will base the discount interest rate on the interest rate used to calculate the payments for Options 1 and 2.

For Option 3, no amounts are payable after both named persons have died.

For Option 4, the annuity option agreement will state the amount we will pay, if any.

OTHER CONTRACT PROVISIONS

Reports to Contract Owners

We will send you a quarterly report within 31 days after the end of each calendar quarter. The report will show the contract value, cash surrender value, and the death benefit as of the end of the calendar quarter. The report will also show the allocation of your contract value and reflects the amounts deducted from or added to the contract value since the last report. You have 30 days to notify our Customer Service Center of any errors or discrepancies contained in the report and in any confirmation notice. We will also send you copies of any shareholder reports of the investment portfolios in which Separate Account B invests, as well as any other reports, notices or documents we are required by law to furnish to you.

Suspension of Payments

The Company reserves the right to suspend or postpone the date of any payment or determination of values on any business day (i) when the New York Stock Exchange is closed; (ii) when trading on the New York Stock Exchange is restricted; (iii) when an emergency exists as determined by the SEC so that the sale of securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably determine the value of Separate Account B’s net assets; or (iv) during any other period when the SEC so permits for the protection of security holders. We have the right to delay payment of amounts from a Fixed Interest Allocation for up to 6 months.

In Case of Errors in Your Application

If an age or gender given in the application or enrollment form is misstated, the amounts payable or benefits provided by the Contract shall be those that the premium payment would have bought had the age or gender not been misstated.

Assigning the Contract as Collateral

You may assign a non-qualified Contract as collateral security for a loan but you should understand that your rights and any beneficiary’s rights may be subject to the terms of the assignment. An assignment likely has federal tax consequences. You should consult a tax adviser for tax advice. You must give us satisfactory written notice at our Customer Service Center in order to make or release an assignment. We are not responsible for the validity of any assignment.

Contract Changes — Applicable Tax Law

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We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable federal tax law. We will give you advance notice of such changes.

Free Look

You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value (which may be more or less than the premium payments you paid) or, if required by your state, the original amount of your premium payment. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the Fixed Account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. In these states, your premiums designated for investment in the subaccounts may be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the Liquid Assets subaccount). We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look period. Your free look rights depend on the laws of the state in which you purchase the Contract. Your Contract is void as of the day we receive your Contract and cancellation request in good order. We determine your contract value at the close of business on the day we void your Contract. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you.

Special Arrangements

We may reduce or waive any Contract, rider, or benefit fees or charges for certain group or sponsored arrangements, under special programs, and for certain employees, agents, and related persons of our parent corporation and its affiliates. We reduce or waive these items based on expected economies, and the variations are based on differences in costs or services.

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 7.0% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.25% 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 the firm’s practices. Commissions and annual compensation, when combined, could exceed 7.0% of total premium payments. To the extent permitted by SEC and NASD rules and other applicable

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laws and regulations, DSI may pay or allow other promotional incentives or payments in the form of cash or other compensation to selling firms.

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.

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 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 the NASD rules; and

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Contribution to the cost of meetings held by affiliated and unaffiliated selling firms, as permitted by the 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

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.”

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.

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.

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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.

OTHER INFORMATION

Voting Rights

We will vote the shares of a Trust owned by Separate Account B according to your instructions. However, if the 1940 Act or any related regulations should change, or if interpretations of it or related regulations should change, and we decide that we are permitted to vote the shares of a Trust in our own right, we may decide to do so.

We determine the number of shares that you have in a subaccount by dividing the Contract’s contract value in that subaccount by the net asset value of one share of the portfolio in which a subaccount invests. We count fractional votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust shareholder meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive your instructions in time, we will vote the shares in the same proportion as the instructions received from all Contracts in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable to contract owners in the same proportion.

State Regulation

We are regulated by the Insurance Department of the State of Iowa. We are also subject to the insurance laws and regulations of all jurisdictions where we do business. The Contract offered by this prospectus has been approved where required by those jurisdictions. We are required to submit annual statements of our operations, including financial statements, to the Insurance Departments of the various jurisdictions in which we do business to determine solvency and compliance with state insurance laws and regulations.

Legal Proceedings

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

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

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.

FEDERAL TAX CONSIDERATIONS

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;

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

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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

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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

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.

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 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.

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 that 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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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.

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.

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.

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.

Taxation of Distributions

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General. When a withdrawal from a non-qualified Contract occurs (including amounts paid to you under the ING LifePay and ING Joint LifePay riders while in Guaranteed Withdrawal Status), 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 living benefits provided under riders to the Contract, i.e., the ING LifePay, ING Joint LifePay and MGIB riders, as well as 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. We currently treat any amounts paid to you under the ING LifePay or ING Joint LifePay riders while in Lifetime Automatic Periodic Benefit Status as annuity payments rather than withdrawals. See “Taxation of Annuity Payments,” below.

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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.

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:

	•	made on or after the taxpayer reaches age 59½
	•	made on or after the death of a contract owner;
	•	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.

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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.

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:

•

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

•

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

•

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 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, such as those associated with the MGIB benefit, as withdrawals rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

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.

Assignments and Other Transfers. A transfer, pledge or assignment of ownership of a Contract, or the

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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.

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 be 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

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.

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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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 charges 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.

Direct Rollovers

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).

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.

Corporate and Self-Employed Pension and Profit Sharing Plans

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.

Individual Retirement Annuities – General

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.

Individual Retirement Annuities – Distributions

All distributions from a traditional IRA are taxed as received unless either one of the following is true:

•

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

•

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

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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:

•

Start date for distributions;

•

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

•

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 one of the following time periods:

•

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

•

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.

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.

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 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:

•

Over the life of the designated beneficiary; or

•

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:

•

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

•

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

Roth IRAs – General

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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.

Roth IRAs – Distributions

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

•

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

•

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

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, 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.

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.

Tax Sheltered Annuities – Loans

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

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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.

Any outstanding loan balance impacts the following:

•

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.

•

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

•

Riders:

•

Minimum Guaranteed Income Benefit (“MGIB”) Rider. If you exercise the MGIB rider, we reduce the MGIB Base by an amount equal to the ratio of the outstanding loan balance to the contract value multiplied by the MGIB Base.

•

ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) Rider. The portion of the contract value used to pay off the outstanding loan balance will reduce the ING LifePay Base or MAW as applicable. We do not recommend the ING LifePay rider if loans are contemplated.

Tax Sheltered Annuities – Distributions

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

•

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 Code; or

•

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 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

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. 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.

Other Tax Consequences

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

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.

Federal Income Tax 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. 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%.

Assignments

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.

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.

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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STATEMENT OF ADDITIONAL INFORMATION

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
Published Ratings	2
Accumulation Unit Value	2
Performance Information	2
Other Information	3
Financial Statements of ING USA Annuity and Life Insurance Company	4
Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company	4

Please tear off, complete and return the form below to order a free Statement of Additional Information for the Contracts offered under the prospectus. Send the form to our Customer Service Center at the address shown on the prospectus cover.

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B.

Please Print or Type:

__________________________________________________

Name

__________________________________________________

Social Security Number

__________________________________________________

Street Address

__________________________________________________

City, State, Zip

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APPENDIX A

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 1.65%

	2005	2004	2003	2002	2001	2000
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.89	$10.66	$8.43	$10.00
Value at end of period	$11.55	$11.89	$10.66	$8.43
Number of accumulation units outstanding at end of period	507,068	542,920	224,254	65,382
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.67	$13.83	$10.00
Value at end of period	$17.29	$16.67	$13.83
Number of accumulation units outstanding at end of period	2,694,431	1,745,035	202,533
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.79
Value at end of period	$12.38
Number of accumulation units outstanding at end of period	2,071,944
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.92	$9.98	$7.80	$9.58	$10.00
Value at end of period	$11.34	$10.92	$9.98	$7.80	$9.58
Number of accumulation units outstanding at end of period	2,083,613	1,820,927	947,458	177,883	0
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.39	$8.28	$6.35	$9.26	$10.00
Value at end of period	$8.71	$8.39	$8.28	$6.35	$9.26
Number of accumulation units outstanding at end of period	1,996,818	2,221,606	1,641,662	202,569	0
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.17	$16.31	$9.92	$14.42	$17.00	$19.97
Value at end of period	$20.15	$19.17	$16.31	$9.92	$14.42	$17.00
Number of accumulation units outstanding at end of period	1,035,548	1,007,648	845,094	481,010	388,823	181,294

CFI 1

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.86	$10.98	$10.00
Value at end of period	$12.28	$11.86	$10.98
Number of accumulation units outstanding at end of period	8,805,371	5,275,914	536,261
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.85	$10.76	$10.00
Value at end of period	$13.47	$11.85	$10.76
Number of accumulation units outstanding at end of period	12,968,062	7,574,705	1,003,541
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.54	$11.61	$10.00
Value at end of period	$16.11	$13.54	$11.61
Number of accumulation units outstanding at end of period	4,950,832	2,513,020	241,840
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.97
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	966,411
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.84	$17.82	$12.91	$17.60	$18.17	$23.49
Value at end of period	$18.34	$18.84	$17.82	$12.91	$17.60	$18.17
Number of accumulation units outstanding at end of period	1,455,754	1,628,458	1,326,176	874,016	534,470	184,093
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.80	$10.05	$7.47	$9.97	$10.52	$10.00
Value at end of period	$11.28	$10.80	$10.05	$7.47	$9.97	$10.52
Number of accumulation units outstanding at end of period	4,508,542	4,782,802	3,956,879	2,660,135	1,400,044	181,541
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	43,804
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$20.43	$18.08	$14.68	$17.99	$19.14	$17.30
Value at end of period	$20.15	$20.43	$18.08	$14.68	$17.99	$19.14
Number of accumulation units outstanding at end of period	377,982	394,924	364,191	318,880	183,496	41,973

CFI 2

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.89	$9.95
Value at end of period	$10.74	$9.89
Number of accumulation units outstanding at end of period	1,302,047	346,643
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.47	$9.92
Value at end of period	$10.71	$10.47
Number of accumulation units outstanding at end of period	92,164	45,865
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$11.52	$9.44	$7.19	$9.06	$9.87	$10.00
Value at end of period	$13.25	$11.52	$9.44	$7.19	$9.06	$9.87
Number of accumulation units outstanding at end of period	3,308,905	2,007,253	1,236,349	877,092	390,858	9,164
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.17
Value at end of period	$10.51
Number of accumulation units outstanding at end of period	19,414
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.13
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	17,593
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$21.23	$20.28	$13.55	$13.67	$15.81	$15.76
Value at end of period	$28.76	$21.23	$20.28	$13.55	$13.67	$15.81
Number of accumulation units outstanding at end of period	1,133,308	643,253	349,772	108,460	18,910	5,200
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$7.04	$6.42	$4.63	$7.60	$10.00
Value at end of period	$7.05	$7.04	$6.42	$4.63	$7.60
Number of accumulation units outstanding at end of period	1,030,731	915,327	555,046	240,376	35,022
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$10.34	$9.01	$7.09	$8.60	$11.32	$14.90
Value at end of period	$11.24	$10.34	$9.01	$7.09	$8.60	$11.32
Number of accumulation units outstanding at end of period	523,672	677,330	460,646	244,423	66,133	0
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$10.30	$8.94	$6.04	$8.30	$8.88	$10.00
Value at end of period	$11.71	$10.30	$8.94	$6.04	$8.30	$8.88
Number of accumulation units outstanding at end of period	473,569	395,916	344,837	246,924	151,551	9,174

CFI 3

CFI 4

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.28	$8.88	$6.16	$7.01	$7.52	$11.62
Value at end of period	$13.64	$10.28	$8.88	$6.16	$7.01	$7.52
Number of accumulation units outstanding at end of period	1,968,335	1,024,922	472,273	249,736	203,417	52,533
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.85	$11.86	$10.00
Value at end of period	$14.95	$13.85	$11.86
Number of accumulation units outstanding at end of period	741,906	566,780	56,919
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.34	$7.83	$10.00
Value at end of period	$13.06	$13.63	$10.34	$7.83
Number of accumulation units outstanding at end of period	1,518,628	1,021,256	506,711	114,380
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	$10.62
Number of accumulation units outstanding at end of period	349,843
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.29	$10.59	$8.21	$10.00
Value at end of period	$13.94	$12.29	$10.59	$8.21
Number of accumulation units outstanding at end of period	3,692,516	1,879,994	296,301	81,977
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$9.46	$8.45	$7.01	$8.84	$9.94	$10.00
Value at end of period	$9.86	$9.46	$8.45	$7.01	$8.84	$9.94
Number of accumulation units outstanding at end of period	4,293,067	2,715,141	2,048,406	1,160,152	480,294	19,469
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.24	$10.13
Value at end of period	$11.92	$11.24
Number of accumulation units outstanding at end of period	6,449,925	2,210,106
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.12	$10.04
Value at end of period	$11.69	$11.12
Number of accumulation units outstanding at end of period	16,262,154	5,655,755
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.95	$10.02
Value at end of period	$11.39	$10.95
Number of accumulation units outstanding at end of period	13,849,451	4,847,018

CFI 5

CFI 6

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.81	$10.04
Value at end of period	$11.20	$10.81
Number of accumulation units outstanding at end of period	4,609,138	1,873,298
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.56	$19.62	$19.40	$18.39	$17.18	$16.19
Value at end of period	$19.55	$19.56	$19.62	$19.40	$18.39	$17.18
Number of accumulation units outstanding at end of period	619,015	809,812	1,154,037	917,937	389,087	49,754
ING LIQUID ASSETS PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.97	$15.09	$15.23	$15.26	$14.94	$14.37
Value at end of period	$15.14	$14.97	$15.09	$15.23	$15.26	$14.94
Number of accumulation units outstanding at end of period	2,157,975	1,780,415	1,848,567	1,599,933	953,602	302,892
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$11.18	$10.34	$8.01	$10.58	$11.24	$10.00
Value at end of period	$11.60	$11.18	$10.34	$8.01	$10.58	$11.24
Number of accumulation units outstanding at end of period	1,060,605	1,173,059	1,081,824	1,030,211	401,684	21,065
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.09
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	7,438
ING MARSICO GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.93	$13.49	$10.34	$14.92	$21.75	$28.89
Value at end of period	$15.99	$14.93	$13.49	$10.34	$14.92	$21.75
Number of accumulation units outstanding at end of period	2,979,009	2,512,016	1,979,404	1,434,608	1,236,743	693,052
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	$12.40
Number of accumulation units outstanding at end of period	888,379
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.86	$9.94	$7.96	$10.00
Value at end of period	$11.78	$10.86	$9.94	$7.96
Number of accumulation units outstanding at end of period	1,015,999	188,506	161,256	60,487
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.83	$10.79	$8.36	$10.00
Value at end of period	$12.25	$11.83	$10.79	$8.36
Number of accumulation units outstanding at end of period	260,047	265,975	128,265	36,244

CFI 7

CFI 8

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$24.37	$21.54	$15.74	$31.27	$41.63	$38.15
Value at end of period	$24.72	$24.37	$21.54	$15.74	$31.27	$41.63
Number of accumulation units outstanding at end of period	1,075,858	1,290,210	1,153,663	844,740	569,707	186,073
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$23.63	$21.62	$18.83	$20.18	$20.42	$17.27
Value at end of period	$23.92	$23.63	$21.62	$18.83	$20.18	$20.42
Number of accumulation units outstanding at end of period	3,365,929	2,977,831	2,396,435	1,672,477	915,770	205,502
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	$11.38
Number of accumulation units outstanding at end of period	1,195,134
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.93
Value at end of period	$12.17
Number of accumulation units outstanding at end of period	344,200
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during February 2000)
Value at beginning of period	$20.16	$18.16	$14.82	$20.06	$25.97	$26.65
Value at end of period	$20.96	$20.16	$18.16	$14.82	$20.06	$25.97
Number of accumulation units outstanding at end of period	858,685	887,678	933,001	921,349	792,240	378,215
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$13.22	$12.82	$12.44	$11.64	$11.55	$11.32
Value at end of period	$13.32	$13.22	$12.82	$12.44	$11.64	$11.55
Number of accumulation units outstanding at end of period	4,194,516	3,434,155	2,698,621	1,936,106	244,538	14,652
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.80	$10.00
Value at end of period	$11.08	$10.80
Number of accumulation units outstanding at end of period	4,678,798	4,403,121
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	835,053
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.88
Number of accumulation units outstanding at end of period	6,591,837

CFI 9

CFI 10

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.63	$10.81	$10.00
Value at end of period	$12.72	$11.63	$10.81
Number of accumulation units outstanding at end of period	1,579,345	1,121,331	94,036
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$12.29	$11.59	$8.49	$11.59	$11.57	$10.00
Value at end of period	$12.64	$12.29	$11.59	$8.49	$11.59	$11.57
Number of accumulation units outstanding at end of period	2,187,034	2,410,480	2,190,115	1,505,988	807,563	70,600
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.65	$18.01	$13.43	$17.11	$19.75	$21.96
Value at end of period	$21.24	$19.65	$18.01	$13.43	$17.11	$19.75
Number of accumulation units outstanding at end of period	1,493,366	1,520,291	1,411,896	1,121,603	791,259	406,790
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$38.07	$33.19	$26.95	$27.27	$25.23	$20.42
Value at end of period	$40.34	$38.07	$33.19	$26.95	$27.27	$25.23
Number of accumulation units outstanding at end of period	4,439,198	3,119,934	1,938,760	1,232,631	477,872	61,545
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$27.43	$24.27	$19.72	$23.10	$23.17	$19.74
Value at end of period	$28.03	$27.43	$24.27	$19.72	$23.10	$23.17
Number of accumulation units outstanding at end of period	2,827,868	2,602,040	1,543,749	814,592	410,546	79,161
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$9.14	$8.38	$7.22
Value at end of period	$9.58	$9.14	$8.38
Number of accumulation units outstanding at end of period	972,804	837,292	434,716
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.15
Value at end of period	$11.96
Number of accumulation units outstanding at end of period	45,256
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.13
Value at end of period	$12.35
Number of accumulation units outstanding at end of period	1,620,818
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16

CFI 11

Value at end of period	$10.84
Number of accumulation units outstanding at end of period	369,153

CFI 12

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.02	$9.50	$7.81	$10.00
Value at end of period	$11.34	$10.02	$9.50	$7.81
Number of accumulation units outstanding at end of period	475,714	299,252	186,268	28,455
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.15	$10.97	$8.83	$10.00
Value at end of period	$13.30	$12.15	$10.97	$8.83
Number of accumulation units outstanding at end of period	2,119,939	1,143,284	441,247	136,897
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$25.05	$22.32	$17.75	$21.17	$24.45	$25.20
Value at end of period	$27.12	$25.05	$22.32	$17.75	$21.17	$24.45
Number of accumulation units outstanding at end of period	1,524,990	1,423,862	1,070,653	835,107	752,796	428,500
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$49.64	$36.64	$27.05	$27.45	$25.81	$20.18
Value at end of period	$57.02	$49.64	$36.64	$27.05	$27.45	$25.81
Number of accumulation units outstanding at end of period	935,631	672,058	395,687	242,782	77,777	12,612
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.08	$10.03
Value at end of period	$11.72	$11.08
Number of accumulation units outstanding at end of period	515,129	120,279
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2000)
Value at beginning of period	$7.07	$6.57	$5.17	$6.99	$8.74	$10.00
Value at end of period	$7.26	$7.07	$6.57	$5.17	$6.99	$8.74
Number of accumulation units outstanding at end of period	643,892	521,142	424,273	322,466	158,546	39,547
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.38
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	361
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.67	$8.92	$10.00
Value at end of period	$10.01	$9.67	$8.92
Number of accumulation units outstanding at end of period	1,717,454	1,211,622	392,888
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$9.49
Value at end of period	$11.91	$10.92

CFI 13

Number of accumulation units outstanding at end of period

1,374,933

505,878

CFI 14

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.33	$9.39
Value at end of period	$11.96	$11.33
Number of accumulation units outstanding at end of period	1,104,254	456,418
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.40	$11.08	$10.63	$10.00
Value at end of period	$11.54	$11.40	$11.08	$10.63
Number of accumulation units outstanding at end of period	3,017,046	1,881,640	337,031	88,275
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.45	$7.09
Value at end of period	$8.07	$7.45
Number of accumulation units outstanding at end of period	307,954	316,589
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.77	$6.26	$4.60	$8.32	$10.00
Value at end of period	$7.25	$6.77	$6.26	$4.60	$8.32
Number of accumulation units outstanding at end of period	1,407,649	1,295,970	951,109	563,709	111,946
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.69
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	175,994
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during February 2000)
Value at beginning of period	$20.91	$18.88	$14.64	$21.05	$24.59	$28.98
Value at end of period	$21.76	$20.91	$18.88	$14.64	$21.05	$24.59
Number of accumulation units outstanding at end of period	348,785	411,913	463,551	479,670	337,955	124,676
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.74
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	503
PIMCO STOCKS PLUS^® GROWTH AND INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$11.12	$10.20	$7.95	$10.14	$11.64	$12.48
Value at end of period	$11.32	$11.12	$10.20	$7.95	$10.14	$11.64
Number of accumulation units outstanding at end of period	500,966	582,535	676,563	745,490	468,628	187,618
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.78	$8.20	$6.64	$8.88	$10.00
Value at end of period	$8.87	$8.78	$8.20	$6.64	$8.88
Number of accumulation units outstanding at end of period	276,280	391,752	212,538	127,499	92,175

CFI 15

CFI 16

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.24	$8.22	$6.03	$8.25	$10.00
Value at end of period	$9.83	$9.24	$8.22	$6.03	$8.25
Number of accumulation units outstanding at end of period	204,701	236,069	118,462	64,317	14,668
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.20	$9.36	$10.00
Value at end of period	$7.43	$8.20	$9.36
Number of accumulation units outstanding at end of period	692,648	737,507	29,131
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.58	$10.08	$7.18	$9.41	$10.00
Value at end of period	$11.71	$11.58	$10.08	$7.18	$9.41
Number of accumulation units outstanding at end of period	773,522	702,471	550,359	236,885	18,943

CFI 17

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.80%

	2005	2004	2003	2002	2001	2000
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.84	$10.63	$8.42	$10.00
Value at end of period	$11.49	$11.84	$10.63	$8.42
Number of accumulation units outstanding at end of period	352,163	395,526	301,537	54,250
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.63	$13.81	$10.00
Value at end of period	$17.22	$16.63	$13.81
Number of accumulation units outstanding at end of period	1,123,510	852,061	243,070
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.24
Value at end of period	$14.03
Number of accumulation units outstanding at end of period	1,399,642
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.86	$9.94	$7.79	$9.57	$10.00
Value at end of period	$11.26	$10.86	$9.94	$7.79	$9.57
Number of accumulation units outstanding at end of period	1,488,441	1,417,019	1,180,858	178,752	0
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.35	$8.25	$6.33	$9.25	$10.00
Value at end of period	$8.65	$8.35	$8.25	$6.33	$9.25
Number of accumulation units outstanding at end of period	1,496,885	1,896,433	2,329,442	244,586	652
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.91	$16.11	$9.82	$14.30	$16.88	$19.86
Value at end of period	$19.85	$18.91	$16.11	$9.82	$14.30	$16.88
Number of accumulation units outstanding at end of period	1,600,667	2,040,024	2,304,112	1,761,535	1,586,391	1,171,869
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.83	$10.98	$10.00
Value at end of period	$12.24	$11.83	$10.98
Number of accumulation units outstanding at end of period	3,869,182	2,706,900	724,335
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.82	$10.76	$10.00
Value at end of period	$13.42	$11.82	$10.76
Number of accumulation units outstanding at end of period	5,322,761	3,253,026	913,862

CFI 18

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.52	$11.60	$10.00
Value at end of period	$16.05	$13.52	$11.60
Number of accumulation units outstanding at end of period	2,431,609	1,413,483	261,151
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	428,655
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.58	$17.61	$12.77	$17.44	$18.03	$23.35
Value at end of period	$18.06	$18.58	$17.61	$12.77	$17.44	$18.03
Number of accumulation units outstanding at end of period	2,107,561	2,430,551	2,774,027	2,319,410	1,876,959	1,163,996
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.72	$9.99	$7.44	$9.94	$10.51	$10.00
Value at end of period	$11.18	$10.72	$9.99	$7.44	$9.94	$10.51
Number of accumulation units outstanding at end of period	5,800,169	6,986,111	6,791,260	5,103,821	3,603,942	1,403,629
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	19,330
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$20.12	$17.84	$14.50	$17.80	$18.97	$17.17
Value at end of period	$19.82	$20.12	$17.84	$14.50	$17.80	$18.97
Number of accumulation units outstanding at end of period	760,223	904,507	983,871	923,702	706,803	298,983
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.88	$9.95
Value at end of period	$10.71	$9.88
Number of accumulation units outstanding at end of period	1,100,939	137,601
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.46	$9.73
Value at end of period	$10.68	$10.46
Number of accumulation units outstanding at end of period	24,325	736
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$11.45	$9.39	$7.17	$9.05	$9.87	$10.00
Value at end of period	$13.14	$11.45	$9.39	$7.17	$9.05	$9.87
Number of accumulation units outstanding at end of period	3,735,442	2,325,815	2,031,360	1,611,467	815,848	55,360

CFI 19

CFI 20

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.32
Value at end of period	$10.50
Number of accumulation units outstanding at end of period	23,613
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.37
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	793
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$20.72	$19.83	$13.26	$13.40	$15.53	$15.50
Value at end of period	$28.03	$20.72	$19.83	$13.26	$13.40	$15.53
Number of accumulation units outstanding at end of period	958,681	588,098	496,935	302,602	94,214	42,632
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$7.00	$6.39	$4.62	$7.60	$10.00
Value at end of period	$7.00	$7.00	$6.39	$4.62	$7.60
Number of accumulation units outstanding at end of period	980,093	879,167	932,881	220,935	46,906
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$10.20	$8.90	$7.02	$8.52	$11.23	$14.81
Value at end of period	$11.07	$10.20	$8.90	$7.02	$8.52	$11.23
Number of accumulation units outstanding at end of period	1,191,041	1,399,198	1,458,594	1,565,175	1,182,590	1,033,869
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$10.23	$8.89	$6.02	$8.28	$8.88	$10.00
Value at end of period	$11.62	$10.23	$8.89	$6.02	$8.28	$8.88
Number of accumulation units outstanding at end of period	599,753	573,273	629,201	401,444	319,420	62,575
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.18	$8.80	$6.11	$6.97	$7.49	$11.58
Value at end of period	$13.47	$10.18	$8.80	$6.11	$6.97	$7.49
Number of accumulation units outstanding at end of period	1,662,498	1,042,282	847,929	690,414	640,405	549,427
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.82	$11.86	$10.00
Value at end of period	$14.90	$13.82	$11.86
Number of accumulation units outstanding at end of period	275,629	176,344	80,497
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.31	$7.82	$10.00
Value at end of period	$12.98	$13.63	$10.31	$7.82
Number of accumulation units outstanding at end of period	1,019,675	873,013	681,441	95,249

CFI 21

CFI 22

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
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	$10.61
Number of accumulation units outstanding at end of period	297,901
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.24	$10.57	$8.20	$10.00
Value at end of period	$13.86	$12.24	$10.57	$8.20
Number of accumulation units outstanding at end of period	1,478,096	630,752	268,993	51,442
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$9.40	$8.41	$6.99	$8.83	$9.93	$10.00
Value at end of period	$9.79	$9.40	$8.41	$6.99	$8.83	$9.93
Number of accumulation units outstanding at end of period	3,832,627	3,269,858	3,698,410	2,513,592	1,282,147	148,807
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.23	$9.69
Value at end of period	$11.89	$11.23
Number of accumulation units outstanding at end of period	3,819,492	770,621
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.11	$9.86
Value at end of period	$11.66	$11.11
Number of accumulation units outstanding at end of period	5,774,561	961,249
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.94	$10.09
Value at end of period	$11.36	$10.94
Number of accumulation units outstanding at end of period	5,570,119	1,346,989
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.80	$10.08
Value at end of period	$11.17	$10.80
Number of accumulation units outstanding at end of period	2,731,105	863,041
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.09	$19.18	$18.99	$18.03	$16.87	$15.92
Value at end of period	$19.06	$19.09	$19.18	$18.99	$18.03	$16.87
Number of accumulation units outstanding at end of period	1,480,017	1,972,193	2,934,073	2,793,640	1,730,153	507,893
ING LIQUID ASSETS PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.62	$14.75	$14.91	$14.96	$14.67	$14.13
Value at end of period	$14.75	$14.62	$14.75	$14.91	$14.96	$14.67
Number of accumulation units outstanding at end of period	3,755,357	5,378,659	5,614,607	10,613,768	9,752,616	2,657,053

CFI 23

CFI 24

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$11.10	$10.28	$7.98	$10.55	$11.22	$10.00
Value at end of period	$11.50	$11.10	$10.28	$7.98	$10.55	$11.22
Number of accumulation units outstanding at end of period	1,082,721	1,181,536	1,251,944	1,333,387	820,331	145,735
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.03
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	11,698
ING MARSICO GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.73	$13.34	$10.23	$14.79	$21.59	$28.72
Value at end of period	$15.75	$14.73	$13.34	$10.23	$14.79	$21.59
Number of accumulation units outstanding at end of period	4,449,482	4,872,617	5,319,925	4,731,610	5,132,970	3,791,737
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.38
Number of accumulation units outstanding at end of period	901,211
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.82	$9.92	$7.95	$10.00
Value at end of period	$11.72	$10.82	$9.92	$7.95
Number of accumulation units outstanding at end of period	1,075,154	138,104	111,582	27,465
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.78	$10.76	$8.35	$10.00
Value at end of period	$12.18	$11.78	$10.76	$8.35
Number of accumulation units outstanding at end of period	312,414	285,244	206,043	53,879
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$24.00	$21.24	$15.55	$30.92	$41.24	$37.84
Value at end of period	$24.30	$24.00	$21.24	$15.55	$30.92	$41.24
Number of accumulation units outstanding at end of period	1,862,675	2,244,738	2,586,393	2,356,960	2,066,676	1,240,675
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$23.27	$21.32	$18.60	$19.96	$20.22	$17.13
Value at end of period	$23.51	$23.27	$21.32	$18.60	$19.96	$20.22
Number of accumulation units outstanding at end of period	4,475,568	4,747,334	4,841,190	3,921,173	2,673,135	836,664
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.37
Number of accumulation units outstanding at end of period	997,079

CFI 25

CFI 26

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.12
Value at end of period	$13.48
Number of accumulation units outstanding at end of period	134,955
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during February 2000)
Value at beginning of period	$19.85	$17.91	$14.64	$19.84	$25.72	$26.43
Value at end of period	$20.61	$19.85	$17.91	$14.64	$19.84	$25.72
Number of accumulation units outstanding at end of period	1,625,837	1,916,552	2,135,321	2,132,959	1,666,295	1,007,294
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$13.02	$12.64	$12.29	$11.51	$11.44	$11.23
Value at end of period	$13.10	$13.02	$12.64	$12.29	$11.51	$11.44
Number of accumulation units outstanding at end of period	4,451,341	4,229,657	4,187,288	3,457,462	958,057	183,531
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	$11.06	$10.79
Number of accumulation units outstanding at end of period	4,992,196	5,910,000
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.22
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	547,803
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	$10.87
Number of accumulation units outstanding at end of period	3,271,699
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	$12.67	$11.61	$10.80
Number of accumulation units outstanding at end of period	554,505	414,445	147,757
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$12.20	$11.52	$8.45	$11.56	$11.55	$10.00
Value at end of period	$12.52	$12.20	$11.52	$8.45	$11.56	$11.55
Number of accumulation units outstanding at end of period	3,073,205	3,539,089	4,017,738	3,308,447	2,722,089	780,053
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.29	$17.70	$13.23	$16.87	$19.51	$21.72
Value at end of period	$20.82	$19.29	$17.70	$13.23	$16.87	$19.51

CFI 27

Number of accumulation units outstanding at end of period

1,545,865

1,790,400

1,938,963

1,564,388

1,137,846

621,115

CFI 28

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$37.15	$32.45	$26.38	$26.74	$24.77	$20.08
Value at end of period	$39.31	$37.15	$32.45	$26.38	$26.74	$24.77
Number of accumulation units outstanding at end of period	5,593,875	5,095,640	4,498,234	3,716,910	1,927,531	400,243
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$26.77	$23.73	$19.30	$22.64	$22.75	$19.41
Value at end of period	$27.32	$26.77	$23.73	$19.30	$22.64	$22.75
Number of accumulation units outstanding at end of period	2,579,967	2,660,206	2,387,635	1,769,554	1,103,377	311,484
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$9.09	$8.34	$7.20
Value at end of period	$9.50	$9.09	$8.34
Number of accumulation units outstanding at end of period	1,054,274	1,156,727	1,112,008
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.21
Value at end of period	$11.93
Number of accumulation units outstanding at end of period	19,477
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.08
Value at end of period	$12.28
Number of accumulation units outstanding at end of period	271,921
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$10.83
Number of accumulation units outstanding at end of period	247,764
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.98	$9.47	$7.80	$10.00
Value at end of period	$11.28	$9.98	$9.47	$7.80
Number of accumulation units outstanding at end of period	552,480	474,240	423,091	37,952
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.10	$10.94	$8.82	$10.00
Value at end of period	$13.23	$12.10	$10.94	$8.82
Number of accumulation units outstanding at end of period	1,194,633	793,145	565,302	133,794
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$24.63	$21.98	$17.50	$20.91	$24.18	$24.96

CFI 29

Value at end of period	$26.62	$24.63	$21.98	$17.50	$20.91	$24.18
Number of accumulation units outstanding at end of period	1,917,353	1,987,888	2,020,012	1,678,851	1,489,476	803,307

CFI 30

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$48.45	$35.82	$26.48	$26.91	$25.34	$19.85
Value at end of period	$55.57	$48.45	$35.82	$26.48	$26.91	$25.34
Number of accumulation units outstanding at end of period	1,005,107	1,026,075	933,790	639,504	310,014	77,442
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.07	$10.05
Value at end of period	$11.70	$11.07
Number of accumulation units outstanding at end of period	484,010	30,346
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2000)
Value at beginning of period	$7.02	$6.53	$5.15	$6.98	$8.73	$10.00
Value at end of period	$7.20	$7.02	$6.53	$5.15	$6.98	$8.73
Number of accumulation units outstanding at end of period	883,388	872,735	910,436	598,428	468,772	84,578
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.62	$8.89	$7.19
Value at end of period	$9.94	$9.62	$8.89
Number of accumulation units outstanding at end of period	1,190,341	578,842	335,685
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$12.60	$11.03	$8.51
Value at end of period	$13.72	$12.60	$11.03
Number of accumulation units outstanding at end of period	577,024	175,614	25,111
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$13.66	$11.43	$8.57
Value at end of period	$14.40	$13.66	$11.43
Number of accumulation units outstanding at end of period	572,793	166,880	56,252
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.35	$11.05	$10.62	$10.00
Value at end of period	$11.48	$11.35	$11.05	$10.62
Number of accumulation units outstanding at end of period	2,290,174	1,363,166	785,879	616,917
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.41	$7.06
Value at end of period	$8.01	$7.41
Number of accumulation units outstanding at end of period	307,230	348,463
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.73	$6.24	$4.59	$8.31	$10.00
Value at end of period	$7.20	$6.73	$6.24	$4.59	$8.31
Number of accumulation units outstanding at end of period	1,411,612	1,460,032	1,478,756	696,664	222,328

CFI 31

CFI 32

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$8.60
Value at end of period	$9.01
Number of accumulation units outstanding at end of period	259,485
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during February 2000)
Value at beginning of period	$20.51	$18.55	$14.41	$20.74	$24.27	$28.64
Value at end of period	$21.32	$20.51	$18.55	$14.41	$20.74	$24.27
Number of accumulation units outstanding at end of period	1,109,749	1,286,081	1,511,002	1,643,362	1,587,677	981,676
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.88
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	302
PIMCO STOCKS PLUS^® GROWTH AND INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$11.00	$10.11	$7.90	$10.08	$11.59	$12.45
Value at end of period	$11.18	$11.00	$10.11	$7.90	$10.08	$11.59
Number of accumulation units outstanding at end of period	1,024,177	1,247,179	1,519,191	1,932,333	1,789,954	1,176,897
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.73	$8.17	$6.62	$8.87	$10.00
Value at end of period	$8.81	$8.73	$8.17	$6.62	$8.87
Number of accumulation units outstanding at end of period	743,586	883,577	990,737	475,785	244,571
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.19	$8.19	$6.01	$8.24	$10.00
Value at end of period	$9.76	$9.19	$8.19	$6.01	$8.24
Number of accumulation units outstanding at end of period	237,235	321,503	516,713	103,963	39,270
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.18	$9.35	$10.00
Value at end of period	$7.40	$8.18	$9.35
Number of accumulation units outstanding at end of period	425,290	451,133	108,486
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.51	$10.04	$7.16	$9.40	$10.00
Value at end of period	$11.62	$11.51	$10.04	$7.16	$9.40
Number of accumulation units outstanding at end of period	639,751	972,699	1,323,338	420,431	132,361

CFI 33

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.90%

	2005	2004	2003	2002	2001	2000
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.81	$10.62	$8.41	$10.00
Value at end of period	$11.45	$11.81	$10.62	$8.41
Number of accumulation units outstanding at end of period	615,019	668,459	510,398	100,699
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.60	$13.80	$10.00
Value at end of period	$17.17	$16.60	$13.80
Number of accumulation units outstanding at end of period	2,978,691	2,732,107	510,581
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.24
Value at end of period	$11.93
Number of accumulation units outstanding at end of period	1,295,394
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
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	3,041,475	3,034,707	1,794,730	250,947	0
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.32	$8.22	$6.33	$9.25	$10.00
Value at end of period	$8.61	$8.32	$8.22	$6.33	$9.25
Number of accumulation units outstanding at end of period	3,791,710	4,872,159	3,360,732	473,547	0
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.75	$15.99	$9.76	$14.21	$16.80	$19.78
Value at end of period	$19.65	$18.75	$15.99	$9.76	$14.21	$16.80
Number of accumulation units outstanding at end of period	2,645,181	3,046,960	2,753,698	1,863,527	1,557,259	874,247
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	11,024,052	9,395,072	1,387,064
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.81	$10.75	$10.00
Value at end of period	$13.39	$11.81	$10.75
Number of accumulation units outstanding at end of period	14,220,295	12,085,363	1,785,979

CFI 34

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
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	4,904,188	3,432,847	564,361
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	390,338
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.41	$17.46	$12.68	$17.34	$17.94	$23.25
Value at end of period	$17.88	$18.41	$17.46	$12.68	$17.34	$17.94
Number of accumulation units outstanding at end of period	2,937,686	3,360,369	3,243,334	2,389,036	1,918,122	825,516
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.67	$9.95	$7.42	$9.92	$10.50	$10.00
Value at end of period	$11.11	$10.67	$9.95	$7.42	$9.92	$10.50
Number of accumulation units outstanding at end of period	8,743,724	9,824,888	8,602,293	6,279,536	4,320,851	993,651
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	5,264
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.92	$17.67	$14.38	$17.68	$18.85	$17.08
Value at end of period	$19.60	$19.92	$17.67	$14.38	$17.68	$18.85
Number of accumulation units outstanding at end of period	952,970	1,083,314	1,029,028	983,703	665,936	162,505
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.87	$10.00
Value at end of period	$10.69	$9.87
Number of accumulation units outstanding at end of period	2,164,815	592,804
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.45	$9.78
Value at end of period	$10.66	$10.45
Number of accumulation units outstanding at end of period	66,624	45,863
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$11.40	$9.36	$7.15	$9.04	$9.87	$10.00
Value at end of period	$13.07	$11.40	$9.36	$7.15	$9.04	$9.87
Number of accumulation units outstanding at end of period	6,549,244	3,937,987	3,090,180	2,302,131	1,385,134	89,462

CFI 35

CFI 36

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.06
Value at end of period	$10.49
Number of accumulation units outstanding at end of period	60,712
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.00
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	369
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$20.39	$19.53	$13.08	$13.22	$15.34	$15.33
Value at end of period	$27.55	$20.39	$19.53	$13.08	$13.22	$15.34
Number of accumulation units outstanding at end of period	2,247,684	1,970,232	1,330,707	932,327	315,574	227,856
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.97	$6.37	$4.61	$7.59	$10.00
Value at end of period	$6.97	$6.97	$6.37	$4.61	$7.59
Number of accumulation units outstanding at end of period	1,868,194	1,693,238	1,631,740	447,885	162,626
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$10.11	$8.83	$6.97	$8.47	$11.18	$14.76
Value at end of period	$10.96	$10.11	$8.83	$6.97	$8.47	$11.18
Number of accumulation units outstanding at end of period	1,767,323	2,062,906	2,080,261	1,470,429	1,055,368	685,944
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$10.19	$8.86	$6.01	$8.27	$8.88	$10.00
Value at end of period	$11.55	$10.19	$8.86	$6.01	$8.27	$8.88
Number of accumulation units outstanding at end of period	1,336,164	1,251,267	1,098,078	520,898	420,371	83,761
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.11	$8.75	$6.08	$6.94	$7.47	$11.56
Value at end of period	$13.37	$10.11	$8.75	$6.08	$6.94	$7.47
Number of accumulation units outstanding at end of period	2,969,517	1,999,161	1,334,968	847,173	509,513	259,187
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	772,618	725,812	104,296
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	$12.94	$13.63	$10.30	$7.82
Number of accumulation units outstanding at end of period	1,880,314	2,099,655	1,006,794	155,620

CFI 37

CFI 38

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.05
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	23,399
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	3,941,374	3,062,604	582,823	138,594
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during October 2000)
Value at beginning of period	$9.36	$8.38	$6.97	$8.82	$9.93	$10.00
Value at end of period	$9.73	$9.36	$8.38	$6.97	$8.82	$9.93
Number of accumulation units outstanding at end of period	5,533,758	4,964,766	4,168,723	3,186,621	2,016,515	113,353
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.22	$10.04
Value at end of period	$11.87	$11.22
Number of accumulation units outstanding at end of period	6,462,213	4,747,062
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.11	$10.17
Value at end of period	$11.64	$11.11
Number of accumulation units outstanding at end of period	13,744,989	8,321,452
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.93	$10.02
Value at end of period	$11.34	$10.93
Number of accumulation units outstanding at end of period	12,125,840	7,820,447
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.79	$10.08
Value at end of period	$11.15	$10.79
Number of accumulation units outstanding at end of period	5,644,218	3,664,368
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.78	$18.89	$18.72	$17.80	$16.67	$15.74
Value at end of period	$18.73	$18.78	$18.89	$18.72	$17.80	$16.67
Number of accumulation units outstanding at end of period	1,249,191	1,718,054	2,747,067	2,647,005	1,441,971	273,264
ING LIQUID ASSETS PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.38	$14.52	$14.70	$14.77	$14.50	$13.97
Value at end of period	$14.50	$14.38	$14.52	$14.70	$14.77	$14.50
Number of accumulation units outstanding at end of period	4,301,910	5,864,378	5,938,918	7,015,870	6,235,817	2,132,811

CFI 39

CFI 40

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$11.04	$10.24	$7.95	$10.53	$11.21	$10.00
Value at end of period	$11.43	$11.04	$10.24	$7.95	$10.53	$11.21
Number of accumulation units outstanding at end of period	1,932,727	2,375,113	2,433,238	2,079,377	1,766,107	191,223
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.02
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	406
ING MARSICO GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.60	$13.23	$10.16	$14.71	$21.49	$28.61
Value at end of period	$15.60	$14.60	$13.23	$10.16	$14.71	$21.49
Number of accumulation units outstanding at end of period	5,698,458	5,851,107	5,372,714	4,149,074	4,093,894	2,741,325
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	1,569,304
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.79	$9.90	$7.95	$10.00
Value at end of period	$11.68	$10.79	$9.90	$7.95
Number of accumulation units outstanding at end of period	2,389,297	242,746	199,717	62,915
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.75	$10.74	$8.34	$10.00
Value at end of period	$12.14	$11.75	$10.74	$8.34
Number of accumulation units outstanding at end of period	567,286	615,881	419,552	94,083
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$23.75	$21.04	$15.42	$30.70	$40.98	$37.63
Value at end of period	$24.02	$23.75	$21.04	$15.42	$30.70	$40.98
Number of accumulation units outstanding at end of period	2,996,322	3,541,706	3,633,581	2,751,560	2,275,455	1,099,617
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$23.03	$21.12	$18.44	$19.81	$20.10	$17.04
Value at end of period	$23.25	$23.03	$21.12	$18.44	$19.81	$20.10
Number of accumulation units outstanding at end of period	6,211,415	6,519,914	5,686,198	4,012,552	2,637,734	506,976
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	$11.36
Number of accumulation units outstanding at end of period	2,039,373

CFI 41

CFI 42

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.92
Number of accumulation units outstanding at end of period	233,709
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during February 2000)
Value at beginning of period	$19.64	$17.74	$14.51	$19.69	$25.56	$26.29
Value at end of period	$20.37	$19.64	$17.74	$14.51	$19.69	$25.56
Number of accumulation units outstanding at end of period	2,055,419	2,260,629	2,358,725	2,110,645	1,829,741	807,166
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$12.88	$12.52	$12.19	$11.43	$11.37	$11.17
Value at end of period	$12.95	$12.88	$12.52	$12.19	$11.43	$11.37
Number of accumulation units outstanding at end of period	5,756,193	6,098,052	5,824,732	5,600,337	1,352,337	101,577
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during February 2000)
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	7,071,207	8,122,576
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	1,221,056
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	8,389,895
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	2,097,685	1,947,332	291,189
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$12.14	$11.47	$8.42	$11.54	$11.54	$10.00
Value at end of period	$12.45	$12.14	$11.47	$8.42	$11.54	$11.54
Number of accumulation units outstanding at end of period	5,738,128	6,906,094	6,946,527	5,615,264	4,291,401	986,100
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$19.05	$17.50	$13.09	$16.72	$19.34	$21.56
Value at end of period	$20.54	$19.05	$17.50	$13.09	$16.72	$19.34

CFI 43

Number of accumulation units outstanding at end of period

2,134,120

2,325,689

2,098,781

1,515,003

1,118,604

522,271

CFI 44

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$36.56	$31.96	$26.01	$26.39	$24.47	$19.86
Value at end of period	$38.64	$36.56	$31.96	$26.01	$26.39	$24.47
Number of accumulation units outstanding at end of period	6,812,134	6,613,564	5,130,780	3,927,375	1,940,881	183,884
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$26.34	$23.37	$19.03	$22.35	$22.48	$19.19
Value at end of period	$26.85	$26.34	$23.37	$19.03	$22.35	$22.48
Number of accumulation units outstanding at end of period	4,873,923	5,039,682	3,453,724	2,273,204	1,364,874	238,986
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$9.05	$8.31	$7.18
Value at end of period	$9.45	$9.05	$8.31
Number of accumulation units outstanding at end of period	1,872,418	2,049,551	1,599,133
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.15
Number of accumulation units outstanding at end of period	31,306
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.22
Value at end of period	$11.39
Number of accumulation units outstanding at end of period	460,029
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	224,811
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.96	$9.46	$7.79	$10.00
Value at end of period	$11.24	$9.96	$9.46	$7.79
Number of accumulation units outstanding at end of period	779,304	670,046	455,787	67,606
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.07	$10.92	$8.82	$10.00
Value at end of period	$13.18	$12.07	$10.92	$8.82
Number of accumulation units outstanding at end of period	2,218,687	1,699,597	898,110	201,786
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$24.35	$21.75	$17.34	$20.73	$24.00	$24.80

CFI 45

Value at end of period	$26.29	$24.35	$21.75	$17.34	$20.73	$24.00
Number of accumulation units outstanding at end of period	2,851,108	2,982,066	2,428,852	1,920,555	1,546,448	713,282

CFI 46

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$47.67	$35.28	$26.11	$26.56	$25.04	$19.63
Value at end of period	$54.62	$47.67	$35.28	$26.11	$26.56	$25.04
Number of accumulation units outstanding at end of period	1,590,376	1,760,569	1,166,070	768,503	474,135	192,508
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.06	$10.03
Value at end of period	$11.68	$11.06
Number of accumulation units outstanding at end of period	950,476	212,751
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2000)
Value at beginning of period	$6.99	$6.51	$5.14	$6.96	$8.72	$10.00
Value at end of period	$7.15	$6.99	$6.51	$5.14	$6.96	$8.72
Number of accumulation units outstanding at end of period	1,422,322	1,550,262	1,506,719	1,083,707	477,958	68,648
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.30
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	1,107
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.59	$8.87	$10.00
Value at end of period	$9.89	$9.59	$8.87
Number of accumulation units outstanding at end of period	2,196,981	1,954,792	957,662
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.23	$9.66
Value at end of period	$12.21	$11.23
Number of accumulation units outstanding at end of period	1,171,751	770,708
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.68	$9.52
Value at end of period	$12.30	$11.68
Number of accumulation units outstanding at end of period	1,018,543	711,336
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.32	$11.04	$10.61	$10.00
Value at end of period	$11.43	$11.32	$11.04	$10.61
Number of accumulation units outstanding at end of period	3,012,575	2,895,223	889,844	456,891
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.38	$7.04
Value at end of period	$7.97	$7.38
Number of accumulation units outstanding at end of period	719,740	814,033

CFI 47

CFI 48

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001	2000
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.71	$6.22	$4.58	$8.30	$10.00
Value at end of period	$7.16	$6.71	$6.22	$4.58	$8.30
Number of accumulation units outstanding at end of period	2,509,631	2,585,684	2,876,835	1,196,787	253,382
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	302,326
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during February 2000)
Value at beginning of period	$20.24	$18.33	$14.25	$20.53	$24.06	$28.41
Value at end of period	$21.02	$20.24	$18.33	$14.25	$20.53	$24.06
Number of accumulation units outstanding at end of period	1,562,214	1,841,165	1,998,516	2,091,213	1,748,122	969,120
PIMCO STOCKS PLUS^® GROWTH AND INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.93	$10.05	$7.86	$10.04	$11.56	$12.42
Value at end of period	$11.10	$10.93	$10.05	$7.86	$10.04	$11.56
Number of accumulation units outstanding at end of period	1,220,548	1,461,992	1,744,752	1,702,075	1,325,932	829,397
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.70	$8.15	$6.61	$8.87	$10.00
Value at end of period	$8.76	$8.70	$8.15	$6.61	$8.87
Number of accumulation units outstanding at end of period	1,504,578	1,940,698	1,278,503	491,042	103,369
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.16	$8.17	$6.00	$8.24	$10.00
Value at end of period	$9.71	$9.16	$8.17	$6.00	$8.24
Number of accumulation units outstanding at end of period	593,071	557,626	445,959	218,083	19,682
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	889,752	1,007,799	812,145
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.47	$10.01	$7.15	$9.40	$10.00
Value at end of period	$11.57	$11.47	$10.01	$7.15	$9.40
Number of accumulation units outstanding at end of period	1,611,013	1,815,670	1,694,421	374,258	47,995

CFI 49

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.95%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.79	$10.61	$8.41	$10.00
Value at end of period	$11.43	$11.79	$10.61	$8.41
Number of accumulation units outstanding at end of period	110,857	5,645	6,530	758
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.58	$13.80	$10.00
Value at end of period	$17.15	$16.58	$13.80
Number of accumulation units outstanding at end of period	649,073	23,095	703
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.18
Value at end of period	$13.93
Number of accumulation units outstanding at end of period	1,009,027
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.80	$9.91	$7.77	$9.57
Value at end of period	$11.18	$10.80	$9.91	$7.77
Number of accumulation units outstanding at end of period	547,233	125,507	58,993	9,459
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.31	$8.21	$6.32	$9.25
Value at end of period	$8.59	$8.31	$8.21	$6.32
Number of accumulation units outstanding at end of period	205,825	97,366	63,607	7,613
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.66	$15.92	$9.72	$14.17	$16.21
Value at end of period	$19.56	$18.66	$15.92	$9.72	$14.17
Number of accumulation units outstanding at end of period	189,424	3,599	220	0	0
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.81	$10.97	$10.00
Value at end of period	$12.19	$11.81	$10.97
Number of accumulation units outstanding at end of period	4,607,966	348,070	63,213
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	$13.37	$11.80	$10.75
Number of accumulation units outstanding at end of period	5,632,392	362,211	72,592

CFI 50

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	$13.49	$11.60	$10.00
Value at end of period	$16.00	$13.49	$11.60
Number of accumulation units outstanding at end of period	1,757,275	161,298	17,513
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	$10.96
Number of accumulation units outstanding at end of period	315,123
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.33	$17.39	$12.64	$17.28	$17.66
Value at end of period	$17.79	$18.33	$17.39	$12.64	$17.28
Number of accumulation units outstanding at end of period	162,093	11,811	4,336	1,453	0
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.64	$9.93	$7.41	$9.91	$10.53
Value at end of period	$11.08	$10.64	$9.93	$7.41	$9.91
Number of accumulation units outstanding at end of period	251,244	25,889	6,646	686	0
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.02
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	958
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$19.82	$17.59	$14.32	$17.61	$19.31
Value at end of period	$19.49	$19.82	$17.59	$14.32	$17.61
Number of accumulation units outstanding at end of period	72,500	20,783	15,780	5,517	0
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.87	$9.71
Value at end of period	$10.68	$9.87
Number of accumulation units outstanding at end of period	345,203	14,865
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.02
Value at end of period	$10.65
Number of accumulation units outstanding at end of period	9,371
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$11.37	$10.20	$7.14	$9.03	$9.47
Value at end of period	$13.04	$11.37	$10.20	$7.14	$9.03
Number of accumulation units outstanding at end of period	535,373	451	635	1,419	0

CFI 51

CFI 52

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.36
Value at end of period	$10.49
Number of accumulation units outstanding at end of period	17,392
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.46
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	5,428
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$20.22	$19.38	$12.98	$13.14	$15.45
Value at end of period	$27.31	$20.22	$19.38	$12.98	$13.14
Number of accumulation units outstanding at end of period	246,689	4,832	2,426	0	0
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.96	$6.37	$4.61	$7.59	$10.00
Value at end of period	$6.95	$6.96	$6.37	$4.61	$7.59
Number of accumulation units outstanding at end of period	107,032	5,774	6,815	0	0
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$10.07	$8.80	$6.95	$8.45	$9.82
Value at end of period	$10.91	$10.07	$8.80	$6.95	$8.45
Number of accumulation units outstanding at end of period	34,654	11,027	2,824	0	0
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.16	$8.85	$6.00	$8.27	$8.98
Value at end of period	$11.52	$10.16	$8.85	$6.00	$8.27
Number of accumulation units outstanding at end of period	109,413	3,447	2,108	0	0
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.07	$8.72	$6.07	$6.93	$7.35
Value at end of period	$13.31	$10.07	$8.72	$6.07	$6.93
Number of accumulation units outstanding at end of period	569,679	2,102	928	0	0
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.79	$11.85	$10.00
Value at end of period	$14.85	$13.79	$11.85
Number of accumulation units outstanding at end of period	416,050	24,195	8,655
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.29	$7.82	$10.00
Value at end of period	$12.91	$13.63	$10.29	$7.82
Number of accumulation units outstanding at end of period	362,665	68,789	26,587	2,108

CFI 53

CFI 54

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	$10.26
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	169,153
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.19	$10.54	$8.19	$10.00
Value at end of period	$13.78	$12.19	$10.54	$8.19
Number of accumulation units outstanding at end of period	692,426	72,649	20,511	467
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$9.34	$8.37	$6.96	$8.81	$9.65
Value at end of period	$9.71	$9.34	$8.37	$6.96	$8.81
Number of accumulation units outstanding at end of period	992,392	68,437	26,957	5,288	0
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.22	$9.83
Value at end of period	$11.86	$11.22
Number of accumulation units outstanding at end of period	4,285,721	11,075
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.10	$10.10
Value at end of period	$11.63	$11.10
Number of accumulation units outstanding at end of period	9,279,401	116,438
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$10.01
Value at end of period	$11.33	$10.92
Number of accumulation units outstanding at end of period	7,449,654	75,027
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.79	$10.01
Value at end of period	$11.14	$10.79
Number of accumulation units outstanding at end of period	2,218,998	77,856
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.67	$18.78	$18.62	$17.71	$17.02
Value at end of period	$18.60	$18.67	$18.78	$18.62	$17.71
Number of accumulation units outstanding at end of period	27	1,129	1,045	6,405	994
ING LIQUID ASSETS PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$14.31	$14.46	$14.64	$14.72	$14.61
Value at end of period	$14.42	$14.31	$14.46	$14.64	$14.72
Number of accumulation units outstanding at end of period	465,550	138,686	66,946	19,321	92

CFI 55

CFI 56

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$11.01	$10.22	$7.94	$10.52	$11.49
Value at end of period	$11.39	$11.01	$10.22	$7.94	$10.52
Number of accumulation units outstanding at end of period	32,982	20,350	6,274	2,596	847
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$14.53	$13.18	$10.13	$14.66	$19.14
Value at end of period	$15.52	$14.53	$13.18	$10.13	$14.66
Number of accumulation units outstanding at end of period	388,372	27,999	7,966	1,800	30
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	202,215
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.74
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	201,000
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.73	$10.73	$8.34	$10.00
Value at end of period	$12.12	$11.73	$10.73	$8.34
Number of accumulation units outstanding at end of period	74,087	654	328	0
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$23.63	$20.94	$15.35	$30.58	$39.64
Value at end of period	$23.88	$23.63	$20.94	$15.35	$30.58
Number of accumulation units outstanding at end of period	126,437	3,927	2,196	1,308	15
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$22.91	$21.02	$18.37	$19.74	$20.20
Value at end of period	$23.11	$22.91	$21.02	$18.37	$19.74
Number of accumulation units outstanding at end of period	593,459	127,261	50,717	19,958	470
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	371,810
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.07
Value at end of period	$13.41

CFI 57

Number of accumulation units outstanding at end of period

130,621

CFI 58

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during May 2001)
Value at beginning of period	$19.54	$17.65	$14.45	$19.62	$23.34
Value at end of period	$20.26	$19.54	$17.65	$14.45	$19.62
Number of accumulation units outstanding at end of period	80,941	9,183	12,028	1,027	23
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.82	$12.46	$12.13	$11.39	$10.99
Value at end of period	$12.88	$12.82	$12.46	$12.13	$11.39
Number of accumulation units outstanding at end of period	766,115	279,024	105,747	32,108	0
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	$11.03	$10.78
Number of accumulation units outstanding at end of period	773,925	134,849
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	130,333
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	1,259,567
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.58	$10.79	$10.00
Value at end of period	$12.63	$11.58	$10.79
Number of accumulation units outstanding at end of period	340,322	59,803	5,105
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.11	$11.45	$8.41	$11.53	$12.25
Value at end of period	$12.41	$12.11	$11.45	$8.41	$11.53
Number of accumulation units outstanding at end of period	146,623	44,955	16,669	3,105	778
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.93	$17.40	$13.02	$16.64	$19.44
Value at end of period	$20.40	$18.93	$17.40	$13.02	$16.64
Number of accumulation units outstanding at end of period	131,684	4,502	822	0	0
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$36.26	$31.72	$25.83	$26.21	$26.07
Value at end of period	$38.31	$36.26	$31.72	$25.83	$26.21

CFI 59

Number of accumulation units outstanding at end of period

1,075,768

30,850

16,339

12,095

CFI 60

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$26.13	$23.19	$18.90	$22.20	$22.61
Value at end of period	$26.62	$26.13	$23.19	$18.90	$22.20
Number of accumulation units outstanding at end of period	407,663	55,676	3,253	193	0
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$9.03	$8.45
Value at end of period	$9.43	$9.03
Number of accumulation units outstanding at end of period	131,333	8,961
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$11.13
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	25,931
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.03
Value at end of period	$12.21
Number of accumulation units outstanding at end of period	1,051,435
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	245,919
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.94	$9.45	$7.79	$10.00
Value at end of period	$11.22	$9.94	$9.45	$7.79
Number of accumulation units outstanding at end of period	67,658	4,439	1,570	0
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.05	$10.91	$8.81	$10.00
Value at end of period	$13.15	$12.05	$10.91	$8.81
Number of accumulation units outstanding at end of period	443,052	14,300	4,280	0
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$24.21	$21.63	$17.26	$20.64	$21.93
Value at end of period	$26.13	$24.21	$21.63	$17.26	$20.64
Number of accumulation units outstanding at end of period	188,468	3,750	2,913	835	23
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$47.29	$35.01	$25.92	$26.39	$24.63
Value at end of period	$54.16	$47.29	$35.01	$25.92	$26.39

CFI 61

Number of accumulation units outstanding at end of period

303,357

18,394

1,917

696

CFI 62

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.06	$10.08
Value at end of period	$11.67	$11.06
Number of accumulation units outstanding at end of period	123,785	9,493
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.97	$6.50	$5.13	$6.96	$8.35
Value at end of period	$7.13	$6.97	$6.50	$5.13	$6.96
Number of accumulation units outstanding at end of period	119,498	8,288	3,247	1,003	0
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.57	$8.86	$7.18
Value at end of period	$9.87	$9.57	$8.86
Number of accumulation units outstanding at end of period	747,104	156,482	74,850
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$12.54	$10.99	$8.49
Value at end of period	$13.63	$12.54	$10.99
Number of accumulation units outstanding at end of period	636,374	128,177	52,557
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$13.59	$11.38	$8.55
Value at end of period	$14.30	$13.59	$11.38
Number of accumulation units outstanding at end of period	487,498	105,870	37,589
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$11.31	$11.15
Value at end of period	$11.41	$11.31
Number of accumulation units outstanding at end of period	464,500	9,453
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.36	$7.03
Value at end of period	$7.95	$7.36
Number of accumulation units outstanding at end of period	45,902	12,026
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.70	$6.21	$4.58	$8.30	$10.01
Value at end of period	$7.15	$6.70	$6.21	$4.58	$8.30
Number of accumulation units outstanding at end of period	160,035	15,222	5,697	345	0
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$8.55
Value at end of period	$8.95
Number of accumulation units outstanding at end of period	54,685

CFI 63

CFI 64

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during May 2001)
Value at beginning of period	$20.11	$18.22	$14.17	$20.43	$23.18
Value at end of period	$20.88	$20.11	$18.22	$14.17	$20.43
Number of accumulation units outstanding at end of period	17,818	2,019	98	0	0
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.68	$8.13	$6.61	$8.86	$10.00
Value at end of period	$8.74	$8.68	$8.13	$6.61	$8.86
Number of accumulation units outstanding at end of period	45,665	3,195	705	305	0
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.14	$8.15	$5.99	$8.24	$10.05
Value at end of period	$9.69	$9.14	$8.15	$0.00	$8.24
Number of accumulation units outstanding at end of period	97,624	25,549	2,410	0	0
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	$7.38	$8.17	$9.35
Number of accumulation units outstanding at end of period	137,057	28,211	2,001
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.45	$10.00	$7.14	$9.39	$10.00
Value at end of period	$11.54	$11.45	$10.00	$0.00	$9.39
Number of accumulation units outstanding at end of period	103,117	45,553	15,408	0	0

CFI 65

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.00%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.78	$10.60	$8.41	$10.00
Value at end of period	$11.40	$11.78	$10.60	$8.41
Number of accumulation units outstanding at end of period	91,880	100,657	79,557	24,347
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.57	$13.79	$10.00
Value at end of period	$17.13	$16.57	$13.79
Number of accumulation units outstanding at end of period	142,657	132,789	70,760
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.77
Value at end of period	$12.31
Number of accumulation units outstanding at end of period	267,717
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.79	$9.89	$7.76	$9.56
Value at end of period	$11.16	$10.79	$9.89	$7.76
Number of accumulation units outstanding at end of period	334,161	308,446	221,381	19,712
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.29	$8.20	$6.32	$9.25
Value at end of period	$8.57	$8.29	$8.20	$6.32
Number of accumulation units outstanding at end of period	401,393	515,708	376,538	72,837
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.58	$15.86	$9.69	$14.13	$16.17
Value at end of period	$19.46	$18.58	$15.86	$9.69	$14.13
Number of accumulation units outstanding at end of period	116,761	143,731	144,731	56,387	28,214
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.80	$10.97	$10.00
Value at end of period	$12.18	$11.80	$10.97
Number of accumulation units outstanding at end of period	1,005,590	665,072	234,073
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.79	$10.75	$10.00
Value at end of period	$13.36	$11.79	$10.75
Number of accumulation units outstanding at end of period	1,056,006	829,532	290,167

CFI 66

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	$13.48	$11.59	$10.00
Value at end of period	$15.98	$13.48	$11.59
Number of accumulation units outstanding at end of period	467,938	269,604	71,827
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	$10.96
Number of accumulation units outstanding at end of period	44,795
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.24	$17.32	$12.59	$17.23	$17.61
Value at end of period	$17.70	$18.24	$17.32	$12.59	$17.23
Number of accumulation units outstanding at end of period	190,100	209,959	210,070	123,958	28,511
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.61	$9.91	$7.40	$9.90	$10.52
Value at end of period	$11.05	$10.61	$9.91	$7.40	$9.90
Number of accumulation units outstanding at end of period	792,740	951,208	897,773	483,293	111,131
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	1,446
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$19.72	$17.51	$14.27	$17.55	$19.25
Value at end of period	$19.38	$19.72	$17.51	$14.27	$17.55
Number of accumulation units outstanding at end of period	74,558	85,355	78,240	56,538	18,689
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.86	$10.03
Value at end of period	$10.68	$9.86
Number of accumulation units outstanding at end of period	183,222	22,301
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.44	$9.73
Value at end of period	$10.64	$10.44
Number of accumulation units outstanding at end of period	696	806
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$11.35	$9.33	$7.13	$9.02	$9.47
Value at end of period	$13.00	$11.35	$9.33	$7.13	$9.02
Number of accumulation units outstanding at end of period	402,963	247,897	207,580	163,816	19,800

CFI 67

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	$10.25
Value at end of period	$10.48
Number of accumulation units outstanding at end of period	4,233
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.13
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	742
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$20.06	$19.23	$12.89	$13.05	$15.35
Value at end of period	$27.08	$20.06	$19.23	$12.89	$13.05
Number of accumulation units outstanding at end of period	101,883	79,323	46,296	14,039	3,689
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.94	$6.36	$4.60	$7.59	$10.00
Value at end of period	$6.94	$6.94	$6.36	$4.60	$7.59
Number of accumulation units outstanding at end of period	68,691	82,353	77,660	22,077	6,461
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$10.02	$8.76	$6.92	$8.42	$9.79
Value at end of period	$10.85	$10.02	$8.76	$6.92	$8.42
Number of accumulation units outstanding at end of period	124,036	181,676	191,230	55,118	2
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.14	$8.84	$5.99	$8.26	$8.97
Value at end of period	$11.49	$10.14	$8.84	$5.99	$8.26
Number of accumulation units outstanding at end of period	77,167	44,257	78,180	70,820	16,846
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.03	$8.70	$6.05	$6.92	$7.34
Value at end of period	$13.26	$10.03	$8.70	$6.05	$6.92
Number of accumulation units outstanding at end of period	150,997	111,442	80,874	40,885	10,204
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.78	$11.85	$10.00
Value at end of period	$14.83	$13.78	$11.85
Number of accumulation units outstanding at end of period	29,179	29,416	13,821
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.28	$7.81	$10.00
Value at end of period	$12.89	$13.63	$10.28	$7.81

CFI 68

Number of accumulation units outstanding at end of period

184,335

145,849

121,614

18,982

CFI 69

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.39
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	54,305
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.17	$10.53	$8.19	$10.00
Value at end of period	$13.76	$12.17	$10.53	$8.19
Number of accumulation units outstanding at end of period	261,207	138,775	45,763	8,531
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$9.32	$8.35	$6.95	$8.80	$9.64
Value at end of period	$9.68	$9.32	$8.35	$6.95	$8.80
Number of accumulation units outstanding at end of period	582,965	401,515	307,687	184,661	56,788
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$11.22	$10.09
Value at end of period	$11.85	$11.22
Number of accumulation units outstanding at end of period	405,462	163,522
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.10	$9.68
Value at end of period	$11.62	$11.10
Number of accumulation units outstanding at end of period	985,844	434,386
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$9.75
Value at end of period	$11.32	$10.92
Number of accumulation units outstanding at end of period	1,304,591	292,656
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78	$9.84
Value at end of period	$11.13	$10.78
Number of accumulation units outstanding at end of period	674,589	220,958
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.51	$18.64	$18.49	$17.59	$16.91
Value at end of period	$18.44	$18.51	$18.64	$18.49	$17.59
Number of accumulation units outstanding at end of period	115,641	143,020	187,232	148,373	32,154
ING LIQUID ASSETS PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$14.19	$14.35	$14.54	$14.62	$14.52
Value at end of period	$14.30	$14.19	$14.35	$14.54	$14.62
Number of accumulation units outstanding at end of period	274,445	227,939	247,662	246,748	202,030

CFI 70

CFI 71

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.99	$10.20	$7.93	$10.51	$11.49
Value at end of period	$11.36	$10.99	$10.20	$7.93	$10.51
Number of accumulation units outstanding at end of period	169,676	202,420	200,601	160,814	36,288
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$14.47	$13.13	$10.09	$14.62	$19.09
Value at end of period	$15.44	$14.47	$13.13	$10.09	$14.62
Number of accumulation units outstanding at end of period	340,249	349,744	339,229	149,093	42,687
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.16
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	202,595
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.76	$9.88	$7.94	$10.00
Value at end of period	$11.63	$10.76	$9.88	$7.94
Number of accumulation units outstanding at end of period	128,970	26,550	23,791	1,012
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.72	$10.72	$8.34	$10.00
Value at end of period	$12.09	$11.72	$10.72	$8.34
Number of accumulation units outstanding at end of period	25,563	42,465	18,966	1,399
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$23.50	$20.85	$15.29	$30.47	$39.51
Value at end of period	$23.75	$23.50	$20.85	$15.29	$30.47
Number of accumulation units outstanding at end of period	138,431	167,581	164,912	130,301	29,848
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$22.79	$20.93	$18.29	$19.66	$20.14
Value at end of period	$22.98	$22.79	$20.93	$18.29	$19.66
Number of accumulation units outstanding at end of period	540,719	569,629	512,064	311,824	91,026
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	$11.35
Number of accumulation units outstanding at end of period	151,335
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.90

CFI 72

Value at end of period	$12.10
Number of accumulation units outstanding at end of period	25,510

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during May 2001)
Value at beginning of period	$19.44	$17.57	$14.39	$19.55	$23.26
Value at end of period	$20.14	$19.44	$17.57	$14.39	$19.55
Number of accumulation units outstanding at end of period	144,428	150,163	159,402	131,251	33,529
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.75	$12.40	$12.08	$11.35	$10.95
Value at end of period	$12.80	$12.75	$12.40	$12.08	$11.35
Number of accumulation units outstanding at end of period	782,007	788,210	685,841	529,440	160,007
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77	$10.00
Value at end of period	$11.02	$10.77
Number of accumulation units outstanding at end of period	606,903	671,366
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.35
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	127,930
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	$10.85
Number of accumulation units outstanding at end of period	565,708
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.58	$10.79	$10.00
Value at end of period	$12.61	$11.58	$10.79
Number of accumulation units outstanding at end of period	90,960	44,213	7,733
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.08	$11.43	$8.40	$11.51	$12.24
Value at end of period	$12.37	$12.08	$11.43	$8.40	$11.51
Number of accumulation units outstanding at end of period	348,656	404,311	403,321	294,228	77,843
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.82	$17.30	$12.95	$16.56	$19.36
Value at end of period	$20.26	$18.82	$17.30	$12.95	$16.56
Number of accumulation units outstanding at end of period	210,122	218,939	204,340	127,169	24,836
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$35.97	$31.47	$25.65	$26.04	$25.91
Value at end of period	$37.98	$35.97	$31.47	$25.65	$26.04
Number of accumulation units outstanding at end of period	568,407	529,273	415,984	232,111	43,865

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$25.91	$23.02	$18.76	$22.06	$22.47
Value at end of period	$26.39	$25.91	$23.02	$18.76	$22.06
Number of accumulation units outstanding at end of period	435,247	429,673	336,483	151,476	29,036
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$9.01	$8.29
Value at end of period	$9.40	$9.01
Number of accumulation units outstanding at end of period	118,734	124,629
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.13
Value at end of period	$11.89
Number of accumulation units outstanding at end of period	8,593
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.04
Value at end of period	$11.19
Number of accumulation units outstanding at end of period	105,454
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	38,318
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.93	$9.44	$7.79	$10.00
Value at end of period	$11.20	$9.93	$9.44	$7.79
Number of accumulation units outstanding at end of period	75,746	85,202	69,963	8,349
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.04	$10.90	$8.81	$10.00
Value at end of period	$13.13	$12.04	$10.90	$8.81
Number of accumulation units outstanding at end of period	162,922	133,602	92,038	14,613
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$24.07	$21.52	$17.17	$20.56	$21.85
Value at end of period	$25.96	$24.07	$21.52	$17.17	$20.56
Number of accumulation units outstanding at end of period	194,957	238,814	233,334	134,276	43,851
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$46.91	$34.74	$25.74	$26.21	$24.47
Value at end of period	$53.69	$46.91	$34.74	$25.74	$26.21
Number of accumulation units outstanding at end of period	82,572	87,409	58,412	33,005	2,487

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.05	$9.79
Value at end of period	$11.65	$11.05
Number of accumulation units outstanding at end of period	81,199	10,098
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.95	$6.48	$5.12	$6.95	$8.34
Value at end of period	$7.11	$6.95	$6.48	$5.12	$6.95
Number of accumulation units outstanding at end of period	181,424	133,300	113,212	100,549	15,369
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.38
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	905
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.56	$8.84	$10.00
Value at end of period	$9.85	$9.56	$8.84
Number of accumulation units outstanding at end of period	294,455	139,303	73,289
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.90	$9.49
Value at end of period	$11.84	$10.90
Number of accumulation units outstanding at end of period	262,579	103,058
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.30	$9.39
Value at end of period	$11.89	$11.30
Number of accumulation units outstanding at end of period	222,003	86,380
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.29	$11.02	$10.60	$10.00
Value at end of period	$11.39	$11.29	$11.02	$10.60
Number of accumulation units outstanding at end of period	176,739	147,886	49,551	16,611
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.35	$7.02
Value at end of period	$7.94	$7.35
Number of accumulation units outstanding at end of period	44,226	45,752
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.68	$6.20	$4.57	$8.30	$10.01
Value at end of period	$7.13	$6.68	$6.20	$4.57	$8.30
Number of accumulation units outstanding at end of period	241,147	250,032	249,210	117,676	25,433

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.66
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	35,525
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during May 2001)
Value at beginning of period	$19.98	$18.11	$14.10	$20.33	$23.07
Value at end of period	$20.73	$19.98	$18.11	$14.10	$20.33
Number of accumulation units outstanding at end of period	62,483	67,038	68,657	44,959	10,329
PIMCO STOCKS PLUS^® GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.86	$10.00	$7.82	$10.01	$10.99
Value at end of period	$11.01	$10.86	$10.00	$7.82	$10.01
Number of accumulation units outstanding at end of period	52,583	118,118	134,619	76,765	28,122
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.66	$8.12	$6.60	$8.86	$10.00
Value at end of period	$8.72	$8.66	$8.12	$6.60	$8.86
Number of accumulation units outstanding at end of period	29,254	83,416	79,556	16,669	1,491
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.12	$8.14	$5.99	$8.23	$10.05
Value at end of period	$9.66	$9.12	$8.14	$5.99	$8.23
Number of accumulation units outstanding at end of period	41,162	62,417	30,483	5,164	901
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.16	$9.35	$10.00
Value at end of period	$7.37	$8.16	$9.35
Number of accumulation units outstanding at end of period	100,887	101,669	92,406
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.43	$9.99	$7.14	$9.39	$10.00
Value at end of period	$11.51	$11.43	$9.99	$7.14	$9.39
Number of accumulation units outstanding at end of period	81,369	95,672	93,987	59,953	6,233

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.05%

	2005
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.76
Value at end of period	$11.38
Number of accumulation units outstanding at end of period	21,425
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.55
Value at end of period	$17.10
Number of accumulation units outstanding at end of period	83,117
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	139,672
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.77
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	65,481
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.28
Value at end of period	$8.55
Number of accumulation units outstanding at end of period	91,739
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.50
Value at end of period	$19.36
Number of accumulation units outstanding at end of period	59,301
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.79
Value at end of period	$12.16
Number of accumulation units outstanding at end of period	262,054
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.78
Value at end of period	$13.34
Number of accumulation units outstanding at end of period	429,580

Condensed Financial Information (continued)


	2005
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.47
Value at end of period	$15.96
Number of accumulation units outstanding at end of period	175,500
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.54
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	28,826
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.16
Value at end of period	$17.61
Number of accumulation units outstanding at end of period	55,204
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.59
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	219,614
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$19.62
Value at end of period	$19.27
Number of accumulation units outstanding at end of period	18,601
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.86
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	72,870
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.44
Value at end of period	$10.63
Number of accumulation units outstanding at end of period	15,855
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$11.32
Value at end of period	$12.97
Number of accumulation units outstanding at end of period	185,056
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$19.90
Value at end of period	$26.84
Number of accumulation units outstanding at end of period	65,990

Condensed Financial Information (continued)


	2005
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.93
Value at end of period	$6.92
Number of accumulation units outstanding at end of period	87,587
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$9.98
Value at end of period	$10.80
Number of accumulation units outstanding at end of period	29,185
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.12
Value at end of period	$11.46
Number of accumulation units outstanding at end of period	29,670
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$10.00
Value at end of period	$13.21
Number of accumulation units outstanding at end of period	77,138
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.77
Value at end of period	$14.81
Number of accumulation units outstanding at end of period	17,074
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63
Value at end of period	$12.86
Number of accumulation units outstanding at end of period	60,814
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	1,652
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.15
Value at end of period	$13.73
Number of accumulation units outstanding at end of period	94,734
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$9.30
Value at end of period	$9.66
Number of accumulation units outstanding at end of period	217,373

Condensed Financial Information (continued)


	2005
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21
Value at end of period	$11.84
Number of accumulation units outstanding at end of period	396,330
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.09
Value at end of period	$11.61
Number of accumulation units outstanding at end of period	1,084,477
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92
Value at end of period	$11.31
Number of accumulation units outstanding at end of period	640,972
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	304,845
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$18.37
Value at end of period	$18.28
Number of accumulation units outstanding at end of period	24,229
ING LIQUID ASSETS PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$14.08
Value at end of period	$14.18
Number of accumulation units outstanding at end of period	125,875
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.96
Value at end of period	$11.32
Number of accumulation units outstanding at end of period	15,465
ING MARSICO GROWTH PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$14.40
Value at end of period	$15.37
Number of accumulation units outstanding at end of period	87,061
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	$12.36
Number of accumulation units outstanding at end of period	66,405

Condensed Financial Information (continued)


	2005
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.74
Value at end of period	$11.61
Number of accumulation units outstanding at end of period	33,895
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.70
Value at end of period	$12.07
Number of accumulation units outstanding at end of period	8,608
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$23.38
Value at end of period	$23.61
Number of accumulation units outstanding at end of period	40,879
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$22.67
Value at end of period	$22.85
Number of accumulation units outstanding at end of period	185,449
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	47,517
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.07
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	5,238
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during February 2000)
Value at beginning of period	$19.34
Value at end of period	$20.03
Number of accumulation units outstanding at end of period	33,155
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.68
Value at end of period	$12.73
Number of accumulation units outstanding at end of period	259,236
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	322,694

Condensed Financial Information (continued)


	2005
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.39
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	16,767
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.85
Number of accumulation units outstanding at end of period	179,199
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.57
Value at end of period	$12.60
Number of accumulation units outstanding at end of period	37,839
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.05
Value at end of period	$12.34
Number of accumulation units outstanding at end of period	108,442
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.70
Value at end of period	$20.13
Number of accumulation units outstanding at end of period	48,023
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$35.68
Value at end of period	$37.65
Number of accumulation units outstanding at end of period	262,758
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during February 2000)
Value at beginning of period	$25.71
Value at end of period	$26.17
Number of accumulation units outstanding at end of period	151,505
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$8.99
Value at end of period	$9.38
Number of accumulation units outstanding at end of period	57,436
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.41
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	2,234

Condensed Financial Information (continued)


	2005
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.96
Value at end of period	$10.33
Number of accumulation units outstanding at end of period	22,496
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	10,121
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.92
Value at end of period	$11.17
Number of accumulation units outstanding at end of period	18,714
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.02
Value at end of period	$13.10
Number of accumulation units outstanding at end of period	77,449
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$23.93
Value at end of period	$25.80
Number of accumulation units outstanding at end of period	75,828
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$46.53
Value at end of period	$53.23
Number of accumulation units outstanding at end of period	55,872
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.05
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	51,982
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.94
Value at end of period	$7.09
Number of accumulation units outstanding at end of period	30,525
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.54
Value at end of period	$9.83
Number of accumulation units outstanding at end of period	59,562

Condensed Financial Information (continued)


	2005
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21
Value at end of period	$12.18
Number of accumulation units outstanding at end of period	24,685
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.67
Value at end of period	$12.27
Number of accumulation units outstanding at end of period	23,752
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.28
Value at end of period	$11.37
Number of accumulation units outstanding at end of period	137,729
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.34
Value at end of period	$7.92
Number of accumulation units outstanding at end of period	18,986
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.67
Value at end of period	$7.11
Number of accumulation units outstanding at end of period	48,883
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	12,876
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during May 2001)
Value at beginning of period	$19.86
Value at end of period	$20.59
Number of accumulation units outstanding at end of period	21,127
PIMCO STOCKS PLUS^® GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.82
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	5,681
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.65
Value at end of period	$8.70
Number of accumulation units outstanding at end of period	162,383

Condensed Financial Information (continued)


	2005
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.11
Value at end of period	$9.64
Number of accumulation units outstanding at end of period	182,452
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.16
Value at end of period	$7.36
Number of accumulation units outstanding at end of period	36,061
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.40
Value at end of period	$11.48
Number of accumulation units outstanding at end of period	146,069

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.10%

	2005	2004	2003	2002	2001
AIM V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$11.74	$10.58	$8.40	$10.00
Value at end of period	$11.36	$11.74	$10.58	$8.40
Number of accumulation units outstanding at end of period	361,104	277,954	125,871	40,592
COLONIAL SMALL CAP VALUE FUND
(Fund first available during November 2003)
Value at beginning of period	$16.54	$13.79	$10.00
Value at end of period	$17.08	$16.54	$13.79
Number of accumulation units outstanding at end of period	1,937,118	1,261,075	219,203
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.08
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	1,246,096
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.75	$9.87	$7.75	$9.56
Value at end of period	$11.11	$10.75	$9.87	$7.75
Number of accumulation units outstanding at end of period	1,696,648	1,195,423	448,420	54,904
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$8.26	$8.18	$6.31	$9.24
Value at end of period	$8.53	$8.26	$8.18	$6.31
Number of accumulation units outstanding at end of period	1,372,717	1,683,849	875,428	107,165
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.42	$15.74	$9.62	$14.05	$16.08
Value at end of period	$19.27	$18.42	$15.74	$9.62	$14.05
Number of accumulation units outstanding at end of period	904,258	672,084	439,259	184,179	63,924
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.78	$10.96	$10.00
Value at end of period	$12.15	$11.78	$10.96
Number of accumulation units outstanding at end of period	9,007,689	5,253,841	709,118
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.77	$10.75	$10.00
Value at end of period	$13.33	$11.77	$10.75
Number of accumulation units outstanding at end of period	11,750,244	6,721,770	882,976

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	$13.46	$11.59	$10.00
Value at end of period	$15.94	$13.46	$11.59
Number of accumulation units outstanding at end of period	3,995,243	2,085,943	296,661
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	494,888
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.08	$17.18	$12.50	$17.12	$17.51
Value at end of period	$17.52	$18.08	$17.18	$12.50	$17.12
Number of accumulation units outstanding at end of period	1,277,976	1,056,898	734,792	350,649	77,139
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.56	$9.87	$7.37	$9.88	$10.51
Value at end of period	$10.98	$10.56	$9.87	$7.37	$9.88
Number of accumulation units outstanding at end of period	3,074,969	2,891,985	2,105,769	916,295	261,939
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.06
Value at end of period	$9.90
Number of accumulation units outstanding at end of period	12,016
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$19.52	$17.35	$14.15	$17.43	$19.13
Value at end of period	$19.17	$19.52	$17.35	$14.15	$17.43
Number of accumulation units outstanding at end of period	271,863	261,179	228,990	131,099	34,231
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.86	$10.00
Value at end of period	$10.66	$9.86
Number of accumulation units outstanding at end of period	1,264,818	334,842
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.44	$9.64
Value at end of period	$10.62	$10.44
Number of accumulation units outstanding at end of period	51,145	23,328
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$11.30	$9.30	$7.12	$9.01	$9.46
Value at end of period	$12.93	$11.30	$9.30	$7.12	$9.01
Number of accumulation units outstanding at end of period	2,618,948	1,202,124	724,929	492,026	76,525

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.12
Value at end of period	$10.48
Number of accumulation units outstanding at end of period	33,514
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.33
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	7,656
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$19.73	$18.94	$12.71	$12.88	$15.16
Value at end of period	$26.61	$19.73	$18.94	$12.71	$12.88
Number of accumulation units outstanding at end of period	1,039,563	367,334	147,526	43,248	2,531
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.92	$6.34	$4.59	$7.58	$10.00
Value at end of period	$6.90	$6.92	$6.34	$4.59	$7.58
Number of accumulation units outstanding at end of period	760,176	548,034	305,817	141,023	23,594
ING INTERNATIONAL PORTFOLIO
(Fund first available during December 2001)
Value at beginning of period	$9.93	$8.69	$6.87	$8.37	$9.74
Value at end of period	$10.75	$9.93	$8.69	$6.87	$8.37
Number of accumulation units outstanding at end of period	448,484	452,329	291,624	132,383	2,399
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.10	$8.81	$5.98	$8.25	$8.97
Value at end of period	$11.43	$10.10	$8.81	$5.98	$8.25
Number of accumulation units outstanding at end of period	324,542	160,339	149,245	96,355	38,065
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$9.96	$8.64	$6.02	$6.89	$7.32
Value at end of period	$13.15	$9.96	$8.64	$6.02	$6.89
Number of accumulation units outstanding at end of period	1,606,085	614,996	251,031	87,622	52,358
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$13.76	$11.85	$10.00
Value at end of period	$14.79	$13.76	$11.85
Number of accumulation units outstanding at end of period	598,029	333,308	22,489
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.63	$10.26	$7.81	$10.00
Value at end of period	$12.84	$13.63	$10.26	$7.81
Number of accumulation units outstanding at end of period	1,016,028	643,342	260,352	37,674

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	$10.13
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	34,440
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.14	$10.51	$8.19	$10.00
Value at end of period	$13.71	$12.14	$10.51	$8.19
Number of accumulation units outstanding at end of period	2,479,779	1,232,792	128,362	6,369
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$9.28	$8.32	$6.94	$8.79	$9.64
Value at end of period	$9.63	$9.28	$8.32	$6.94	$8.79
Number of accumulation units outstanding at end of period	3,425,891	1,677,706	854,803	584,691	164,770
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21	$10.04
Value at end of period	$11.83	$11.21
Number of accumulation units outstanding at end of period	8,301,501	2,096,871
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.09	$10.17
Value at end of period	$11.60	$11.09
Number of accumulation units outstanding at end of period	13,856,057	4,510,533
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.91	$9.99
Value at end of period	$11.30	$10.91
Number of accumulation units outstanding at end of period	12,081,676	3,892,013
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78	$9.81
Value at end of period	$11.12	$10.78
Number of accumulation units outstanding at end of period	4,264,527	1,671,674
ING LIMITED MATURITY BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.22	$18.35	$18.23	$17.36	$16.70
Value at end of period	$18.13	$18.22	$18.35	$18.23	$17.36
Number of accumulation units outstanding at end of period	230,202	281,028	390,766	187,662	63,527
ING LIQUID ASSETS PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$13.97	$14.13	$14.33	$14.43	$14.34
Value at end of period	$14.05	$13.97	$14.13	$14.33	$14.43
Number of accumulation units outstanding at end of period	1,641,831	971,131	735,857	514,409	261,606

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.93	$10.16	$7.91	$10.48	$11.47
Value at end of period	$11.29	$10.93	$10.16	$7.91	$10.48
Number of accumulation units outstanding at end of period	447,334	619,270	474,812	294,204	136,482
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.01
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	5,242
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$14.34	$13.02	$10.02	$14.53	$18.99
Value at end of period	$15.29	$14.34	$13.02	$10.02	$14.53
Number of accumulation units outstanding at end of period	1,936,439	1,389,051	845,399	311,442	126,140
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$12.36
Number of accumulation units outstanding at end of period	786,192
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.73	$9.86	$7.94	$10.00
Value at end of period	$11.59	$10.73	$9.86	$7.94
Number of accumulation units outstanding at end of period	671,809	72,893	38,135	8,896
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.69	$10.70	$8.33	$10.00
Value at end of period	$12.05	$11.69	$10.70	$8.33
Number of accumulation units outstanding at end of period	246,343	257,304	99,430	15,878
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$23.26	$20.65	$15.16	$30.25	$39.25
Value at end of period	$23.48	$23.26	$20.65	$15.16	$30.25
Number of accumulation units outstanding at end of period	746,688	704,318	527,276	309,801	93,233
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$22.55	$20.73	$18.14	$19.52	$20.00
Value at end of period	$22.72	$22.55	$20.73	$18.14	$19.52
Number of accumulation units outstanding at end of period	2,090,749	1,640,545	1,114,951	687,305	203,036
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	$11.34
Number of accumulation units outstanding at end of period	1,287,256

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	145,145
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available during May 2001)
Value at beginning of period	$19.24	$17.41	$14.27	$19.40	$23.11
Value at end of period	$19.91	$19.24	$17.41	$14.27	$19.40
Number of accumulation units outstanding at end of period	402,886	379,152	360,253	215,283	85,348
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.62	$12.29	$11.98	$11.26	$10.88
Value at end of period	$12.66	$12.62	$12.29	$11.98	$11.26
Number of accumulation units outstanding at end of period	2,092,826	1,738,298	1,262,012	836,451	221,684
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77	$10.00
Value at end of period	$11.00	$10.77
Number of accumulation units outstanding at end of period	2,858,639	2,439,916
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	434,680
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	$10.84
Number of accumulation units outstanding at end of period	4,290,104
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.56	$10.79	$10.00
Value at end of period	$12.58	$11.56	$10.79
Number of accumulation units outstanding at end of period	1,312,979	974,672	109,745
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$12.02	$11.38	$8.37	$11.49	$12.23
Value at end of period	$12.30	$12.02	$11.38	$8.37	$11.49
Number of accumulation units outstanding at end of period	1,587,622	1,693,260	1,445,599	892,250	225,937
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$18.58	$17.11	$12.82	$16.41	$19.19
Value at end of period	$19.99	$18.58	$17.11	$12.82	$16.41
Number of accumulation units outstanding at end of period	780,724	680,585	451,642	210,411	72,320

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$35.39	$31.00	$25.28	$25.70	$25.59
Value at end of period	$37.33	$35.39	$31.00	$25.28	$25.70
Number of accumulation units outstanding at end of period	3,689,659	2,380,506	998,381	442,657	92,605
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$25.50	$22.67	$18.50	$21.77	$22.19
Value at end of period	$25.94	$25.50	$22.67	$18.50	$21.77
Number of accumulation units outstanding at end of period	1,954,975	1,619,276	860,125	425,112	107,272
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$8.97	$8.26	$7.15
Value at end of period	$9.35	$8.97	$8.26
Number of accumulation units outstanding at end of period	622,329	577,971	294,927
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.01
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	45,133
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.20
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	725,244
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	239,827
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.90	$9.42	$7.78	$10.00
Value at end of period	$11.15	$9.90	$9.42	$7.78
Number of accumulation units outstanding at end of period	332,795	261,717	138,420	10,422
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.00	$10.88	$8.80	$10.00
Value at end of period	$13.08	$12.00	$10.88	$8.80
Number of accumulation units outstanding at end of period	1,601,079	789,277	200,135	40,258
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$23.79	$21.30	$17.01	$20.39	$21.68
Value at end of period	$25.64	$23.79	$21.30	$17.01	$20.39
Number of accumulation units outstanding at end of period	953,341	677,755	424,242	180,352	51,722

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$46.15	$34.22	$25.38	$25.87	$24.17
Value at end of period	$52.77	$46.15	$34.22	$25.38	$25.87
Number of accumulation units outstanding at end of period	891,145	518,437	182,707	77,757	7,350
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.04	$10.03
Value at end of period	$11.64	$11.04
Number of accumulation units outstanding at end of period	499,793	172,681
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.92	$6.46	$5.11	$6.94	$8.34
Value at end of period	$7.07	$6.92	$6.46	$5.11	$6.94
Number of accumulation units outstanding at end of period	493,089	312,656	252,106	138,853	46,282
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.31
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	9,706
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$9.52	$8.82	$10.00
Value at end of period	$9.80	$9.52	$8.82
Number of accumulation units outstanding at end of period	1,457,388	689,799	247,476
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21	$9.66
Value at end of period	$12.17	$11.21
Number of accumulation units outstanding at end of period	1,340,319	340,018
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.66	$9.61
Value at end of period	$12.26	$11.66
Number of accumulation units outstanding at end of period	1,166,092	333,675
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.26	$11.00	$10.59	$10.00
Value at end of period	$11.35	$11.26	$11.00	$10.59
Number of accumulation units outstanding at end of period	1,271,536	1,029,703	182,945	20,543
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$7.32	$7.00
Value at end of period	$7.90	$7.32
Number of accumulation units outstanding at end of period	235,557	215,454

Condensed Financial Information (continued)


	2005	2004	2003	2002	2001
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$6.66	$6.19	$4.57	$8.29	$10.01
Value at end of period	$7.10	$6.66	$6.19	$4.57	$8.29
Number of accumulation units outstanding at end of period	1,049,459	823,490	521,035	249,714	45,115
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	67,750
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available during May 2001)
Value at beginning of period	$19.73	$17.90	$13.94	$20.13	$22.86
Value at end of period	$20.44	$19.73	$17.90	$13.94	$20.13
Number of accumulation units outstanding at end of period	259,461	228,038	185,364	132,556	41,070
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.74
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	483
PIMCO STOCKS PLUS^® GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2001)
Value at beginning of period	$10.78	$9.94	$7.79	$9.97	$10.95
Value at end of period	$10.92	$10.78	$9.94	$7.79	$9.97
Number of accumulation units outstanding at end of period	212,810	221,710	255,345	218,962	61,575
PROFUND VP BULL
(Fund first available during May 2001)
Value at beginning of period	$8.63	$8.10	$6.59	$8.85	$10.00
Value at end of period	$8.68	$8.63	$8.10	$6.59	$8.85
Number of accumulation units outstanding at end of period	226,832	278,604	83,177	23,783	1,814
PROFUND VP EUROPE 30
(Fund first available during May 2001)
Value at beginning of period	$9.09	$8.12	$5.98	$8.23	$10.05
Value at end of period	$9.62	$9.09	$8.12	$5.98	$8.23
Number of accumulation units outstanding at end of period	257,431	160,013	67,213	17,650	0
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$8.15	$9.34	$10.00
Value at end of period	$7.35	$8.15	$9.34
Number of accumulation units outstanding at end of period	452,259	307,589	26,719
PROFUND VP SMALL CAP
(Fund first available during May 2001)
Value at beginning of period	$11.38	$9.96	$7.13	$9.39	$10.00
Value at end of period	$11.46	$11.38	$9.96	$7.13	$9.39
Number of accumulation units outstanding at end of period	504,296	453,800	255,439	68,579	12,110

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.20%

	2005
AIM V.I. LEISURE FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$9.97
Number of accumulation units outstanding at end of period	58,365
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.76
Value at end of period	$10.61
Number of accumulation units outstanding at end of period	874,474
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	707,167
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.50
Number of accumulation units outstanding at end of period	324,508
FIDELITY^® VIP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.44
Number of accumulation units outstanding at end of period	69,320
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.57
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	226,056
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.41
Number of accumulation units outstanding at end of period	3,139,407
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.00
Value at end of period	$11.57
Number of accumulation units outstanding at end of period	4,335,431

Condensed Financial Information (continued)


	2005
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.19
Value at end of period	$12.26
Number of accumulation units outstanding at end of period	1,887,611
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	231,708
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.73
Value at end of period	$10.01
Number of accumulation units outstanding at end of period	186,172
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.49
Number of accumulation units outstanding at end of period	254,657
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.90
Number of accumulation units outstanding at end of period	9,453
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.85
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	98,340
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$9.98
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	263,578
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.48
Value at end of period	$10.23
Number of accumulation units outstanding at end of period	35,457
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.68
Value at end of period	$11.78
Number of accumulation units outstanding at end of period	490,291

Condensed Financial Information (continued)


	2005
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.58
Value at end of period	$10.47
Number of accumulation units outstanding at end of period	7,476
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$10.69
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	935
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.22
Value at end of period	$13.96
Number of accumulation units outstanding at end of period	374,772
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.71
Value at end of period	$10.16
Number of accumulation units outstanding at end of period	65,594
ING INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.14
Value at end of period	$11.18
Number of accumulation units outstanding at end of period	41,586
ING JANUS CONTRARIAN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.80
Value at end of period	$11.59
Number of accumulation units outstanding at end of period	116,720
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.39
Value at end of period	$14.03
Number of accumulation units outstanding at end of period	431,199
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.97
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	254,297
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.84
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	645,308

Condensed Financial Information (continued)


	2005
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.33
Value at end of period	$10.58
Number of accumulation units outstanding at end of period	32,146
ING JULIUS BAER FOREIGN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.23
Value at end of period	$11.82
Number of accumulation units outstanding at end of period	720,890
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.08
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	895,244
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.03
Value at end of period	$10.83
Number of accumulation units outstanding at end of period	2,581,070
ING LIFESTYLE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.97
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	6,283,080
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	6,294,309
ING LIFESTYLE MODERATE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.02
Value at end of period	$10.45
Number of accumulation units outstanding at end of period	2,276,855
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.05
Number of accumulation units outstanding at end of period	368,006
ING LORD ABBETT AFFILIATED PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.01
Value at end of period	$10.42
Number of accumulation units outstanding at end of period	20,765

Condensed Financial Information (continued)


	2005
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.79
Number of accumulation units outstanding at end of period	530,901
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.35
Number of accumulation units outstanding at end of period	113,067
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.06
Value at end of period	$10.90
Number of accumulation units outstanding at end of period	86,496
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.86
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	52,695
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.58
Value at end of period	$10.28
Number of accumulation units outstanding at end of period	167,866
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$10.17
Number of accumulation units outstanding at end of period	761,974
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	$11.33
Number of accumulation units outstanding at end of period	256,994
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	91,536
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.09
Value at end of period	$10.45
Number of accumulation units outstanding at end of period	108,260

Condensed Financial Information (continued)


	2005
ING PIMCO CORE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.02
Number of accumulation units outstanding at end of period	408,828
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.12
Value at end of period	$10.22
Number of accumulation units outstanding at end of period	514,000
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.26
Value at end of period	$10.92
Number of accumulation units outstanding at end of period	64,842
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.04
Value at end of period	$10.84
Number of accumulation units outstanding at end of period	1,254,077
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.80
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	299,177
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	173,136
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.91
Value at end of period	$11.02
Number of accumulation units outstanding at end of period	203,295
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.26
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	4,248,742
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.06
Value at end of period	$10.36
Number of accumulation units outstanding at end of period	778,013

Condensed Financial Information (continued)


	2005
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.01
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	71,153
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.01
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	18,417
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.31
Number of accumulation units outstanding at end of period	944,613
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.80
Number of accumulation units outstanding at end of period	164,473
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.62
Value at end of period	$11.41
Number of accumulation units outstanding at end of period	47,918
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.03
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	815,601
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.34
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	603,374
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.70
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	864,134
ING VP FINANCIAL SERVICES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.76
Value at end of period	$10.71
Number of accumulation units outstanding at end of period	121,968

Condensed Financial Information (continued)


	2005
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.14
Value at end of period	$10.38
Number of accumulation units outstanding at end of period	57,868
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	$10.32
Number of accumulation units outstanding at end of period	290
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.79
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	262,580
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.74
Value at end of period	$11.09
Number of accumulation units outstanding at end of period	399,715
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	317,416
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.02
Value at end of period	$10.06
Number of accumulation units outstanding at end of period	325,330
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	16,675
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.83
Value at end of period	$10.89
Number of accumulation units outstanding at end of period	164,649
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	38,683

Condensed Financial Information (continued)


	2005
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.05
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	573
PROFUND VP BULL
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.15
Number of accumulation units outstanding at end of period	20,852
PROFUND VP EUROPE 30
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.67
Value at end of period	$10.64
Number of accumulation units outstanding at end of period	51,656
PROFUND VP RISING RATES OPPORTUNITY
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.65
Value at end of period	$9.02
Number of accumulation units outstanding at end of period	122,680
PROFUND VP SMALL CAP
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.61
Value at end of period	$10.24
Number of accumulation units outstanding at end of period	109,333

CFI 73

APPENDIX B

The Investment Portfolios

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.

Consult with your investment professional to determine if the investment 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 Goldman Sachs Tollkeeper^SM Portfolio	ING Global Technology Portfolio
ING JPMorgan Fleming International Portfolio	ING JPMorgan International Portfolio
ING MFS Mid Cap Growth Portfolio	ING FMR^SM Mid Cap Growth 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

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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: AllianceBernstein, 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 FMR^SM Mid Cap Growth Portfolio (Class S) (formerly ING MFS Mid Cap Growth Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks long-term growth of capital.
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 Global Technology Portfolio (Class S) (formerly ING Goldman Sachs Tollkeeper^SM Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management 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.

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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.
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 Partners 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.

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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.
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 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 Limited	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 Thornburg Value Portfolio (Class S) Investment Adviser: Thornburg Investment Management	Seeks capital appreciation..
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.

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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 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
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

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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.

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APPENDIX C

Fixed Account II

Fixed Account II (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of your variable annuity contract between you and ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,” “we” or “our”). The Fixed Account, which is a segregated asset account of ING USA, provides a means for you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently offer Fixed Interest Allocations with guaranteed interest periods that may vary by maturity, state of issue and rate. In addition, we may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in connection with our dollar cost averaging program. We may offer additional guaranteed interest periods in some or all states, may not offer all guaranteed interest periods on all contracts or in all states and the rates for a given guaranteed interest period may vary among contracts. We set the interest rates periodically. We may credit a different interest rate for each interest period. The interest you earn in the Fixed Account as well as your principal is guaranteed by ING USA, as long as you do not take your money out before the maturity date for the applicable interest period. If you take your money out from a Fixed Interest Allocation more than 30 days before the applicable maturity date, we will apply a market value adjustment (“Market Value Adjustment”). A Market Value Adjustment could increase or decrease your contract value and/or the amount you take out. A surrender charge may also apply to withdrawals from your contract. You bear the risk that you may receive less than your principal because of the Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a contract for a refund as described in the prospectus.

The Fixed Account

You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest period ends on its maturity date which is the last day of the month in which the interest period is scheduled to expire.

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

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

Guaranteed Interest Rates

Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money out until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot predict the level of future interest rates. For more information see the prospectus for Fixed Account II.

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Transfers from a Fixed Interest Allocation

You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in such Fixed Interest Allocation to the Liquid Assets subaccount, and such a transfer will be subject to a Market Value Adjustment.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers you make to and from the Fixed Interest Allocations during specified periods while the rider is in effect. See “Optional Riders” in the prospectus.

Withdrawals from a Fixed Interest Allocation

During the accumulation phase, you may withdraw a portion of your Contract value in any Fixed Interest Allocation. You may make systematic withdrawals of only the interest earned during the prior month, quarter or year, depending on the frequency chosen, from a Fixed Interest Allocation under our systematic withdrawal option. A withdrawal from a Fixed Interest Allocation may be subject to a Market Value Adjustment and a contract surrender charge. Be aware that withdrawals may have federal income tax consequences, including a 10% penalty tax, as well as state income tax consequences.

Please be aware that the benefit we pay under any of the optional benefit riders will be reduced by any withdrawals you made from the Fixed Interest Allocations during the period while the rider is in effect. See “Optional Riders” in the prospectus.

Market Value Adjustment

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

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

Contract Value in the Fixed Interest Allocations

On the contract date, the Contract value in any Fixed Interest Allocation in which you are invested is equal to the portion of the initial premium paid and designated for allocation to the Fixed Interest Allocation. On each business day after the contract date, we calculate the amount of Contract value in each Fixed Interest Allocation as follows:

(1)

We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.

(2)

We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.

(3)

We add (1) and (2).

(4)

We subtract from (3) any transfers from that Fixed Interest Allocation.

(5)

We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium taxes.

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Additional premium payments and transfers allocated to the Fixed Account will be placed in a new Fixed Interest Allocation. The Contract value on the date of allocation will be the amount allocated. Several examples which illustrate how the Market Value Adjustment works are included in the prospectus for the Fixed Account.

Cash Surrender Value

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

Dollar Cost Averaging from Fixed Interest Allocations

You may elect to participate in our dollar cost averaging program if you have at least $1,200 of Contract value in Fixed Account Interest Allocations with a guaranteed interest period of 1 year or less. The Fixed Interest Allocations serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other Fixed Interest Allocations or contract investment portfolio subaccounts selected by you.

The dollar cost averaging program is designed to lessen the impact of market fluctuation on your investment. Since we transfer the same dollar amount to subaccounts each month, more units of a subaccount are purchased if the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels. You elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100. You may change the transfer amount once each contract year.

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

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or from the dollar cost averaging program or otherwise modify, suspend or terminate this program. Of course, such change will not affect any dollar cost averaging programs in operation at the time.

Suspension of Payments

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

More Information

See the prospectus for Fixed Account II.

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APPENDIX D

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.

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.

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 E

Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $25,000 and additional premium payments of $25,000 in each of the second and third contract years, for total premium payments under the Contract of $75,000. It also assumes a withdrawal at the beginning of the third contract year of 30% of the contract value of $90,000.

In this example, $15,000 (the greater of earnings less any previous withdrawals, which is $90,000 - $75,000, which equals $15,000, and 10% of premium payments, which is $7,500) is the maximum free withdrawal amount that you may withdraw without a surrender charge. The total amount withdrawn from the contract would be $27,000 ($90,000 x .30). Therefore, $12,000 ($27,000 - $15,000) is considered an excess withdrawal and would be subject to a 4% surrender charge of $480 ($12,000 x .04). This example does not take into account any Market Value Adjustment or deduction of any premium taxes.

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APPENDIX F

Special Funds and Excluded Funds Examples

Example #1:

The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element (“7% MGDB”) of allocating your Contract Value to Special Funds.

7% MGDB if 50% invested in Special Funds				7% MGDB if 0% invested in Special Funds				7% MGDB if 100% invested in Special Funds

End of Yr	Covered	Special	Total	End of Yr	Covered	Special	Total	End of Yr	Covered	Special	Total
0	500	500	1,000	0	1,000	—	1,000	0	0	1,000	1,000
1	535	500	1,035	1	1,070	—	1,070	1	0	1,000	1,000
2	572	500	1,072	2	1,145	—	1,145	2	0	1,000	1,000
3	613	500	1,113	3	1,225	—	1,225	3	0	1,000	1,000
4	655	500	1,155	4	1,311	—	1,311	4	0	1,000	1,000
5	701	500	1,201	5	1,403	—	1,403	5	0	1,000	1,000
6	750	500	1,250	6	1,501	—	1,501	6	0	1,000	1,000
7	803	500	1,303	7	1,606	—	1,606	7	0	1,000	1,000
8	859	500	1,359	8	1,718	—	1,718	8	0	1,000	1,000
9	919	500	1,419	9	1,838	—	1,838	9	0	1,000	1,000
10	984	500	1,484	10	1,967	—	1,967	10	0	1,000	1,000




7% MGDB if transferred to Special Funds at the beginning of year 6				7% MGDB if transferred to Covered Funds at the beginning of year 6

End of Yr	Covered	Special	Total	End of Yr	Covered	Special	Total
0	1,000	—	1,000	0	—	1,000	1,000
1	1,070	—	1,070	1	—	1,000	1,000
2	1,145	—	1,145	2	—	1,000	1,000
3	1,225	—	1,225	3	—	1,000	1,000
4	1,311	—	1,311	4	—	1,000	1,000
5	1,403	—	1,403	5	—	1,000	1,000
6	—	1,403	1,403	6	1,070	—	1,070
7	—	1,403	1,403	7	1,145	—	1,145
8	—	1,403	1,403	8	1,225	—	1,225
9	—	1,403	1,403	9	1,311	—	1,311
10	—	1,403	1,403	10	1,403	—	1,403

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Example #2:

The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element (“7% MGDB”) of allocating your Contract Value to Excluded Funds.

7% MGDB if 50% invested in Excluded Funds
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
0	500	500	500	500	1,000	1,000	1,000
1	535	510	535	510	1,045	1,020	1,045
2	572	490	572	490	1,062	980	1,062
3	613	520	613	520	1,133	1,040	1,133
4	655	550	655	550	1,205	1,100	1,205
5	701	450	701	450	1,151	900	1,151
6	750	525	750	525	1,275	1,050	1,275
7	803	600	803	600	1,403	1,200	1,403
8	859	750	859	750	1,609	1,500	1,609
9	919	500	919	500	1,419	1,000	1,419
10	984	300	984	300	1,284	600	1,284

7% MGDB if 0% invested in Excluded Funds				7% MGDB if 100% invested in Excluded Funds
	Covered				Excluded
End of Yr	7% MGDB	AV	Death Benefit	End of Yr	“7% MGDB”	AV	Death Benefit
0	1,000	1,000	1,000	0	1,000	1,000	1,000
1	1,070	1,020	1,070	1	1,070	1,020	1,020
2	1,145	980	1,145	2	1,145	980	980
3	1,225	1,040	1,225	3	1,225	1,040	1,040
4	1,311	1,100	1,311	4	1,311	1,100	1,100
5	1,403	900	1,403	5	1,403	900	900
6	1,501	1,050	1,501	6	1,501	1,050	1,050
7	1,606	1,200	1,606	7	1,606	1,200	1,200
8	1,718	1,500	1,718	8	1,718	1,500	1,500
9	1,838	1,000	1,838	9	1,838	1,000	1,000
10	1,967	600	1,967	10	1,967	600	600

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Note:

AV are hypothetical illustrative values. Not a projection. “7% MGDB” for Excluded funds is notional. Not payable as a benefit. Death Benefit for Excluded Funds equals Accumulation Value (AV).

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Transfer from Covered Funds to Excluded Funds at the beginning of year 6
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
—	1,070	1,000	—	—	1,070	1,000	1,070
1	1,145	1,020	—	—	1,145	1,020	1,145
2	1,225	980	—	—	1,225	980	1,225
3	1,311	1,040	—	—	1,311	1,040	1,311
4	1,403	1,100	—	—	1,403	1,100	1,403
5	1,070	900	—	—	1,070	900	1,070
6	—	—	1,501	1,050	1,050	1,050	1,050
7	—	—	1,606	1,200	1,200	1,200	1,200
8	—	—	1,718	1,500	1,500	1,500	1,500
9	—	—	1,838	1,000	1,000	1,000	1,000
10	—	—	1,967	600	600	600	600

Note: 7% MGDB transferred to Excluded Funds equals the 7% MGDB in Covered Funds (or pro-rata portion thereof for partial transfer). Transfers from Special Funds to Excluded Funds work the same as Covered to Excluded (except 7% MGDB in Special Funds does not accumulate).

Transfer from Excluded Funds to Covered Funds at the beginning of year 6
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
—	—	—	1,000	1,000	1,000	1,000	1,000
1	—	—	1,070	1,020	1,020	1,020	1,020
2	—	—	1,145	980	980	980	980
3	—	—	1,225	1,040	1,040	1,040	1,040
4	—	—	1,311	1,100	1,100	1,100	1,100
5	—	—	1,403	900	900	900	900
6	963	1,050	—	—	963	1,050	1,050
7	1,030	1,200	—	—	1,030	1,200	1,200
8	1,103	1,500	—	—	1,103	1,500	1,500
9	1,180	1,000	—	—	1,180	1,000	1,180
10	1,262	600	—	—	1,262	600	1,262

Note: 7% MGDB transferred to Covered Funds is the lesser of 7% MGDB in Excluded Funds (or portion thereof for partial transfer) and AV transferred to Covered Funds. Transfers from Excluded Funds to Special Funds work the same as Excluded to Covered (except 7% MGDB in Special Funds does not accumulate).

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APPENDIX G

Examples of Minimum Guaranteed Income Benefit Calculation

Example 1

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	0.0%	0.00%
	Rider Charge	0.0%	0.75%

65	Contract Value	$100,000	$89,167
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$471.00	$419.98
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$100,000
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$871.44

Income

$471.00

$871.44

Example 2

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	3.0%	3.0%
	Rider Charge	0.0%	0.75%

65	Contract Value	$134,392	$122,019
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$632.98	$574.70
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$122,019
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$871.44

Income

$632.98

$871.44

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Example 3

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	8.0%	8.0%
	Rider Charge	0.0%	0.75%

65	Contract Value	$215,892	$200,423
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$1,016.85	$943.99
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$200,423
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$887.87

Income

$1,016.85

$943.99

The Accumulation Rates shown under “Contract” are hypothetical and intended to illustrate various market conditions. These rates are assumed to be net of all fees and charges. Fees and charges are not assessed against the MGIB Rollup Rate.

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APPENDIX H

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ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples

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The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

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The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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The next withdrawal taken during the contract year is $1,500 net, with $300 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

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The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender charges, and/or MVA charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there is an adjustment to the Maximum Annual Withdrawal.

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Total gross withdrawals during the contract year are $7,000 ($3,000 + $500 + $1,500 + $300 + $1,500 + $200). The adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal ($7,000 - $5,000 = $2,000), and the amount of the current gross withdrawal ($1,500 + $200 = $1,700).

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If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40% ($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

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Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

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The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

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The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, there is an adjustment to the Maximum Annual Withdrawal.

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Total gross withdrawals during the contract year are $6,000 ($3,000 + $1,500 + $1,500). The adjustment is the lesser of the amount by which the total gross withdrawals for the year exceed the Maximum Annual Withdrawal, $1,000, and the amount of the current gross withdrawal, $1,500.

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If the Account Value after the part of the gross withdrawal that was within the Maximum Annual Withdrawal, $500, is $49,500, then the Maximum Annual Withdrawal is reduced by 2.02% ($1,000 / $49,500) to $4,899 ((1 - 2.02%) * $5,000).

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Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the Additional Withdrawal Amount.

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Assume the Maximum Annual Withdrawal is $5,000. The RMD for the current calendar year applicable to this contract is determined to be $6,000. The Additional Withdrawal Amount is set equal to the excess of this amount above the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000).

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The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges, and/or MVA charges. Total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, however, the Maximum Annual Withdrawal is not adjusted until the Additional Withdrawal Amount is exhausted. The amount by which total net withdrawals taken exceed the Maximum Annual Withdrawal, $1,000 ($6,000 - $5,000), is the same as the Additional Withdrawal Amount, so no adjustment to the Maximum Annual Withdrawal is made. If total net withdrawals taken had exceeded the sum of the Maximum Annual Withdrawal and the Additional Withdrawal Amount, then an adjustment would be made to the Maximum Annual Withdrawal.

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Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset Option is utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

One year after the Reset Option was first utilized, the contract value has increased further to $130,000. The Reset Option is utilized again, and the Maximum Annual Withdrawal is now $6,500 ($130,000 * 5%).

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APPENDIX I

Examples of Fixed Allocation Fund Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Fund Automatic Rebalancing works. The examples assume that there are no investment earnings or losses.

I. Subsequent Payments

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted Funds. No Fixed Allocation Fund Automatic Rebalancing would occur, because this allocation meets the required investment option allocation.

B. Assume that on Day 2, the owner deposits an additional payment of $500,000, bringing the total contract value to $600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed Allocations Fund (0%) is less than 20% of the total amount allocated to the Fixed Allocation Fund and the Other Funds, we will automatically reallocate $100,000 from the amount allocated to the Other Funds (20% of the $500,000 allocated to the Other Funds) to the Fixed Allocation Fund. Your ending allocations will be $100,000 to Accepted Funds, $100,000 to the Fixed Allocation Fund, and $400,000 to Other Funds.

II. Partial Withdrawals

A. Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 75% to Accepted Funds ($70,000), 20% to the Fixed Allocation Fund ($20,000), and 5% to Other Funds ($5,000). No Fixed Allocation Fund Automatic Rebalancing would occur, because this allocation meets the required investment option allocation.

B. Assume that on Day 2, the owner requests a partial withdrawal of $19,000 from the Fixed Allocation Fund. Because the remaining amount allocated to the Fixed Allocation Fund ($1,000) is less than 20% of the total amount allocated to the Fixed Allocation Fund and the Other Funds, we will automatically reallocate $200 from the Other Funds to the Fixed Allocation Fund, so that the amount allocated to the Fixed Allocation Fund ($1,200) is 20% of the total amount allocated to the Fixed Allocation Fund and Other Funds ($6,000).

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APPENDIX J

Minimum Guaranteed Withdrawal Benefit

(Applicable to Contracts Issued in States Where ING LifePay is Not Available)

Minimum Guaranteed Withdrawal Benefit Rider (MGWB). The MGWB rider, marketed under the name, ING PrincipalGuard Withdrawal Benefit, is an optional benefit which guarantees that if your contract value is reduced to zero, you will receive periodic payments. The amount of the periodic payments is based on the amount in the MGWB Withdrawal Account. Only premiums added to your Contract during the first two-year period after your rider date are included in the MGWB Withdrawal Account. Any additional premium payments added after the second rider anniversary are not included in the MGWB Withdrawal Account. Thus, the MGWB rider may not be appropriate for you if you plan to add substantial premium payments after your second rider anniversary.

The guarantee provides that, subject to the conditions described below, the amount you will receive in periodic payments is equal to your Eligible Payment Amount adjusted for any prior withdrawals. Your Eligible Payment Amount depends on when you purchase the MGWB rider and equals:

if you purchased the MGWB rider on the contract date: your premium payments received during the first two contract years;

if you purchased the MGWB rider after the contract date: your contract value on the Rider Date, including any premiums received that day, and any subsequent premium payments received during the two-year period commencing on the Rider Date.

To maintain the guarantee, withdrawals in any contract year may not exceed 7% of your Eligible Payment Amount adjusted, as defined below. If your contract value is reduced to zero, your periodic payments will be 7% of your Eligible Payment Amount every year. Payments continue until your MGWB Withdrawal Account is reduced to zero. Please note that before Automatic Periodic Benefit status is reached, withdrawals in excess of the free withdrawal amount will be subject to surrender charges. Once your contract reaches Automatic Period Benefit Status, the periodic payments paid under the MGWB rider are not subject to surrender charges.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount adjusted for any withdrawals and transfers between Covered and Excluded Funds. The MGWB Withdrawal Account is tracked separately for Covered and Excluded Funds. The MGWB Withdrawal Account equals the sum of (a) the MGWB Withdrawal Account allocated to Covered Funds, and (b) the lesser of (i) the MGWB Withdrawal Account allocated to Excluded Funds and (ii) the contract value in Excluded Funds. Thus, investing in the Excluded Funds may limit the MGWB Withdrawal Account. No investment options are currently designated as Excluded Funds for the Minimum Guaranteed Withdrawal Benefit.

The Maximum Annual Withdrawal Amount (or “MAW”) is equal to 7% of the Eligible Payment Amount. Withdrawals from Covered Funds of up to the MAW will reduce the value of your MGWB Withdrawal Account by the dollar amount of the withdrawal. Any withdrawals from Covered Funds greater than the MAW will cause a reduction in the MGWB Withdrawal Account allocated to Covered Funds by the proportion that the excess withdrawal bears to the remaining contract value in Covered Funds after the withdrawal of the MAW. All withdrawals from Excluded Funds will reduce the value of the MGWB Withdrawal Account allocated to Excluded Funds on a pro-rata basis. If a single withdrawal involves both Covered and Excluded Funds and exceeds 7%, the withdrawal will be treated as taken first from Covered Funds.

Any withdrawals greater than the MAW will also cause a reduction in the Eligible Payment Amount by the proportion that the excess portion of the withdrawal bears to the contract value remaining after withdrawal of the MAW at the time of the withdrawal. Please see Appendix K, MGWB Excess Withdrawal Amount Examples.

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Once your contract value is zero, any periodic payments paid under the MGWB rider also reduce the MGWB Withdrawal Account by the dollar amount of the payments. If a withdrawal reduces the MGWB Withdrawal Account to zero, the MGWB rider terminates and no further benefits are payable under the rider.

Net transfers from Covered Funds to Excluded Funds will reduce the MGWB Withdrawal Account allocated to Covered Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Excluded Funds equals the reduction in the MGWB Withdrawal Account for Covered Funds.

Net transfers from Excluded Funds to Covered Funds will reduce the MGWB Withdrawal Account allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGWB Withdrawal Account allocated to Covered Funds will equal the lesser of the reduction in the MGWB Withdrawal Account for Excluded Funds and the net contract value transferred.

You should not make any withdrawals if you wish to retain the option to elect the Step-Up Benefit (see below).

The MGWB Withdrawal Account is only a calculation which represents the remaining amount available for periodic payments. It does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It will not affect your annuitization, surrender and death benefits.

Guaranteed Withdrawal Status. You may continue to make withdrawals in any amount permitted under your Contract so long as your contract value is greater than zero. See “Withdrawals.” However, making any withdrawals in any year greater than the MAW will reduce the Eligible Payment Amount and payments under the MGWB rider by the proportion that the withdrawal bears to the contract value at the time of the withdrawal. The MGWB rider will remain in force and you may continue to make withdrawals each year so long as:

your contract value is greater than zero;

your MGWB Withdrawal Account is greater than zero;

you have not reached your latest allowable annuity start date;

you have not elected to annuitize your Contract; and

you have not died (unless your spouse has elected to continue the Contract), changed the ownership of the Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the cash surrender value is not applicable under the MGWB rider.

Automatic Periodic Benefit Status. Under the MGWB rider, in the event your contract value is reduced to zero, your Contract is given Automatic Periodic Benefit Status, if:

your MGWB Withdrawal Account is greater than zero;

you have not reached your latest allowable annuity start date;

you have not elected to annuitize your Contract; and

you have not died, changed the ownership of the Contract or surrendered the Contract.

Once your Contract is given Automatic Periodic Benefit Status, we will pay you the annual MGWB periodic payments, beginning on the next contract anniversary until the earliest of (i) your Contract’s latest annuity start date, (ii) the death of the owner; or (iii) your MGWB Withdrawal Account is exhausted. These payments are equal to the lesser of the remaining MGWB Withdrawal Account or the MAW. We will reduce the MGWB Withdrawal Account by the amount of each payment. Once your Contract is given Automatic Periodic Benefit Status, we will not accept any additional premium payments in your Contract, and the Contract will not provide any benefits except those provided by the MGWB rider. Any other rider terminates. Your Contract will remain in Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB periodic payments, (ii) payment of the Commuted Value (defined below) or (iii) the owner’s death.

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On the Contract’s latest annuity start date, in lieu of making the remaining MGWB periodic payments, we will pay you the Commuted Value of your MGWB periodic payments remaining. We may, at our option, extend your annuity start date in order to continue the MGWB periodic payments. The Commuted Value is the present value of any then-remaining MGWB periodic payments at the current interest rate plus 0.50%. The current interest rate will be determined by the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service for period(s) applicable to the remaining payments. Once we pay you the last MGWB periodic payment or the Commuted Value, your Contract and the MGWB rider terminate.

Reset Option. Beginning on the fifth contract anniversary following the Rider Date, if the contract value is greater than the MGWB Withdrawal Account, you may choose to reset the MGWB Rider. The effect will be to terminate the existing MGWB Rider and add a new MGWB Rider (“New Rider”). The MGWB Withdrawal Account under the New Rider will equal the contract value on the date the New Rider is effective. The charge for the MGWB under the New Rider and any right to reset again will be based on the terms of the New Rider when it is issued. We reserve the right to limit the reset election to contract anniversaries only. If you elect the Reset Option, the Step-Up benefit is not available.

Step-Up Benefit. If the Rider Date is the same as the Contract Date, beginning on the fifth contract anniversary following the Rider Date, if you have not made any previous withdrawals, you may elect to increase the MGWB Withdrawal Account, the adjusted Eligible Payment Amount and the MAW by a factor of 20%. This option is available whether or not the contract value is greater than the MGWB Withdrawal Account. If you elect the Step-Up Benefit:

we reserve the right to increase the charge for the MGWB Rider up to a maximum annual charge of 1.00% of contract value;

you must wait at least five years from the Step-Up date to elect the Reset Option.

The Step-Up Benefit may be elected only one time under the MGWB Rider. We reserve the right to limit the election of the Step-Up Benefit to contract anniversaries only. Please note that if you have a third party investment advisor who charges a separate advisory fee, and you have chosen to use withdrawals from your contract to pay this fee, these will be treated as any other withdrawals, and the Step-Up Benefit will not be available.

Death of Owner.

Before Automatic Periodic Benefit Status. The MGWB rider terminates on the first owner’s date of death (death of annuitant, if there is a non-natural owner), but the death benefit is payable. However, if the beneficiary is the owner’s spouse, the spouse elects to continue the Contract, and the contract value steps up to the minimum guaranteed death benefit, the MGWB Withdrawal Account and MAW are also reset. The MGWB charge will continue at the existing rate. Reset upon spousal continuation does not affect any then existing Reset Option.

During Automatic Periodic Benefit Status. The death benefit payable during Automatic Periodic Benefit Status is your MGWB Withdrawal Account which equals the sum of the remaining MGWB periodic payments.

Purchase. To purchase the MGWB rider, you must be age 80 or younger on the Rider Date. The MGWB rider must be purchased on the contract date. If the rider is not yet available in your state, the Company may in its discretion allow purchase of this rider during the 30-day period preceding the first contract anniversary after the date of this prospectus, or the date of state approval, whichever is later.

Minimum Guaranteed Withdrawal Benefit rider¹:

As an Annual Charge

As a Quarterly Charge

Maximum Annual Charge if Step-Up Benefit Elected²

0.45% of contract value

0.12% of contract value

1.00% of contract value

We deduct optional rider charges from the subaccounts in which you are invested on each quarterly contract anniversary and pro-rata on termination of the Contract; if the value in the subaccounts is insufficient, the optional rider charges will be deducted from the Fixed Interest Allocation(s) nearest

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maturity, and the amount deducted may be subject to a Market Value Adjustment.

If you elect the Step-Up Benefit, we reserve the right to increase the charge for the MGWB to a maximum annual charge of 1.00% of contract value. Please see “Minimum Guarantee Withdrawal Benefit Step-Up Benefit, above.”

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APPENDIX K

MGWB Excess Withdrawal Amount Examples

For Contracts in States Where ING LifePay Not Available

The following are examples of adjustments to the MGWB Withdrawal Account and the Maximum Annual Withdrawal Amount for Transfers and Withdrawals in Excess of the Maximum Annual Withdrawal Amount (“Excess Withdrawals Amount”):

Example #1: Owner has invested only in Covered Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Covered Funds only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Covered Funds (“Covered Withdrawal Account”) is $120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows:

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7,000).

The Covered Withdrawal Account is first reduced dollar-for-dollar by the portion of the withdrawal up to the MAW to $113,000 ($120,000 - $7,000), and is then reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $109,354.84 ($113,000 * (1 - $3,000 / $93,000)).

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000 / $93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

Example #2: Owner has invested only in Excluded Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested in Excluded Funds only, the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Excluded Funds (“Excluded Withdrawal Account”) is $120,000, and a withdrawal of $10,000 is made. The effect of the withdrawal is calculated as follows:

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7.000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the entire amount withdrawn to the CV (before the withdrawal) to $108,000 ($120,000 * (1 - $10,000 / $100,000)).

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000/$93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

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Example #3: Owner has invested in both Covered and Excluded Funds

Assume the Contract Value (CV) before the withdrawal is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the Eligible Payment Amount (EPA) is $100,000, the Maximum Annual Withdrawal Amount (MAW) is $7,000, the MGWB Withdrawal Account allocated to Covered Funds (“Covered Withdrawal Account”) is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds (“Excluded Withdrawal Account”) is $45,000, and a withdrawal is made of $10,000 ($8,000 from Covered Funds and $2,000 from Excluded Funds).

The new CV for Covered Funds is $52,000 ($60,000 - $8,000), and the new CV for Excluded Funds is $38,000 ($40,000 - $2,000).

The Covered Withdrawal Account is first reduced dollar-for-dollar by the lesser of the MAW ($7,000) and the amount withdrawn from Covered Funds ($8,000) to $68,000 ($75,000 - $7,000), and is then reduced pro-rata based on the ratio of any Excess Withdrawal Amount from Covered Funds to the CV in Covered Funds (after being reduced for the withdrawal up to the MAW) to $66,716.98 ($68,000 * (1 – $1,000 / $53,000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount withdrawn from Excluded Funds to the CV in Excluded Funds (prior to the withdrawal) to $42,750 ($45,000 * (1 - $2,000 / $40,000)).

Example #4: Owner transfers funds from Excluded Funds to Covered Funds

Assume the Contract Value (CV) before the transfer is $100,000 and is invested $60,000 in Covered Funds and $40,000 in Excluded Funds. Further assume that the MGWB Withdrawal Account allocated to Covered Funds (“Covered Withdrawal Account”) is $75,000, the MGWB Withdrawal Account allocated to Excluded Funds (“Excluded Withdrawal Account”) is $45,000, and a transfer is made of $10,000 from Excluded Funds to Covered Funds.

The new CV for Covered Funds is $70,000 ($60,000 + $10,000), and the new CV for Excluded Funds is $30,000 ($40,000 - $10,000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from Excluded Funds to the CV in Excluded Funds (prior to the transfer) to $33,750 ($45,000 * (1 - $10,000 / $40,000)).

The Covered Withdrawal Account is increased by the lesser of the reduction of the Excluded Withdrawal Account of $11,250 ($45,000 - $33,750) and the actual amount transferred of $10,000. Thus, the Covered Withdrawal Account is increased to $85,000 ($75,000 + $10,000).

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Example #5: Owner transfers funds from Covered Funds to Excluded Funds

The new CV for Covered Funds is $50,000 ($60,000 - $10,000), and the new CV for Excluded Funds is $50,000 ($40,000 + $10,000).

The Covered Withdrawal Account is reduced pro-rata based on the ratio of the amount transferred from Covered Funds to the CV in Covered Funds (prior to the transfer) to $62,500 ($75,000 * (1 - $10,000 / $60,000)).

The Excluded Withdrawal Account is increased by the reduction of the Covered Withdrawal Account of $12,500 ($75,000 - $62,500) to $57,500 ($45,000 + $12,500).

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ING USA Annuity and Life Insurance Company

ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.

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08/21/06

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ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

ING GOLDENSELECT LEGENDS

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August 21, 2006

This prospectus describes ING GoldenSelect Legends, a group and individual deferred variable annuity contract (the “Contract”) offered for sale by ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,” “we,” “us” or “our”) through Separate Account B (the “Separate Account”). The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment (“qualified Contracts”) under the Internal Revenue Code of 1986, as amended (the “Tax Code”), as well as those that do not qualify for such treatment (“non-qualified Contracts”).

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Replacing an existing annuity with the Contract may not be beneficial to you. Your existing annuity may be subject to fees or penalties on surrender, and the Contract may have new charges.

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

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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 (Service 2)

ING American Funds Growth Portfolio

ING American Funds Growth-Income Portfolio

ING American Funds International Portfolio

ING Capital Guardian U.S. Equities Portfolio (Service 2)

ING EquitiesPlus Portfolio (Service 2)

ING Evergreen Omega Portfolio (Service 2)

ING FMR^SM Diversified Mid Cap Portfolio (Service 2)

ING FMR^SM Earnings Growth Portfolio (Service Class)

ING FMR^SM Mid Cap Growth Portfolio (Service Class)

ING Franklin Income Portfolio (Service 2)

ING Global Real Estate Portfolio (Service 2)

ING Global Resources Portfolio (Service 2)

ING Global Technology Portfolio (Service 2)

ING Janus Contrarian Portfolio (Service 2)

ING JPMorgan Emerging Markets Equity Portfolio (Service 2)

ING JPMorgan Small Cap Equity Portfolio (Service 2)

ING JPMorgan Value Opportunities Portfolio (Service 2)

ING Julius Baer Foreign Portfolio (Service 2)

ING Legg Mason Partners All Cap Portfolio (Service 2)

ING Legg Mason Value Portfolio (Service 2)

ING LifeStyle Aggressive Growth Portfolio (Service 2)

ING LifeStyle Growth Portfolio (Service 2)

ING LifeStyle Moderate Growth Portfolio (Service 2)

ING LifeStyle Moderate Portfolio (Service 2)

ING Liquid Assets Portfolio (Service 2)

ING Lord Abbett Affiliated Portfolio (Service 2)

ING MarketPro Portfolio (Service 2)

ING Marsico Growth Portfolio (Service 2)

ING Marsico International Opportunities Portfolio (Service Class)

ING Mercury Large Cap Value Portfolio (Service 2)

ING MFS Total Return Portfolio (Service 2)

ING Oppenheimer Main Street Portfolio (Service 2)

ING PIMCO Core Bond Portfolio (Service 2)

ING PIMCO High Yield Portfolio (Service Class)

ING Pioneer Fund Portfolio (Service Class)

ING Pioneer Mid Cap Value Portfolio (Service Class)

ING T. Rowe Price Capital Appreciation Portfolio (Service 2)

ING T. Rowe Price Equity Income Portfolio (Service 2)

ING Templeton Global Growth Portfolio (Service 2)

ING Van Kampen Equity Growth Portfolio (Service 2)

ING Van Kampen Global Franchise Portfolio (Service 2)

ING Van Kampen Growth and Income Portfolio (Service 2)

ING Van Kampen Real Estate Portfolio (Service 2)

ING VP Index Plus International Equity Portfolio (Service 2)

ING Wells Fargo Mid Cap Disciplined Portfolio (Service 2)

ING Wells Fargo Small Cap Disciplined Portfolio (Service 2)

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 Thornburg Value 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 Equity and Income Portfolio (Service Class)

ING Van Kampen Comstock Portfolio (Service Class)

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 2)

Fidelity VIP Equity-Income Portfolio (Service 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

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			Page
Index of Special Terms			ii
Fees and Expenses			1
Condensed Financial Information			4
ING USA Separate Account B			5
ING USA Annuity and Life Insurance Company			5
The Trusts and Funds			7
Charges and Fees			8
The Annuity Contract			14
Withdrawals			41
Transfers Among Your Investments			44
Death Benefit Choices			48
The Annuity Options			55
Other Contract Provisions			57
Other Information			60
Federal Tax Considerations			60
Statement of Additional Information			SAI-1
Appendix A	-	Condensed Financial Information	A1
Appendix B	-	The Investment Portfolios	B1
Appendix C	-	Fixed Account II	C1
Appendix D	-	Fixed Interest Division	D1
Appendix E	-	Surrender Charge for Excess Withdrawals Example	E1
Appendix F	-	Special Funds and Excluded Funds Examples	F1
Appendix G	-	Examples of Minimum Guaranteed Income Benefit Calculation	G1
Appendix H	-	ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples	H1
Appendix I	-	Examples of Fixed Allocation Fund Automatic Rebalancing	I1
Appendix J	-	MGWB For Contracts in States Where ING LifePay Not Available	J1
Appendix K	-	MGWB Excess Withdrawal Amount Examples For Contracts in States Where ING LifePay Not Available	K1

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INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of each term:

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Special Term	Page
Accumulation Unit	4
Annuitant	15
Annuity Start Date	14
Cash Surrender Value	19
Contract Date	14
Claim Date	48
Contract Owner	14
Contract Value	18
Contract Year	14
Covered Fund	8
Earnings Multiplier Benefit	52
Excluded Fund	8
Free Withdrawal Amount	9
Market Value Adjustment	C2
Max 7 Enhanced Death Benefit	51
Net Investment Factor	4
Net Rate of Return	5
Quarterly Ratchet Enhanced Death Benefit	50
Restricted Fund	7
Rider Date	20
7% Solution Death Benefit Element	51
Special Fund	8
Standard Death Benefit	49

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The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract:

Term Used in This Prospectus	Corresponding Term Used in the Contract
Accumulation Unit Value	Index of Investment Experience
Annuity Start Date	Annuity Commencement Date
Contract Owner	Owner or Certificate Owner
Contract Value	Accumulation Value
Transfer Charge	Excess Allocation Charge
Fixed Interest Allocation	Fixed Allocation
Free Look Period	Right to Examine Period
Guaranteed Interest Period	Guarantee Period
ING LifePay Base	MGWB Base
MGIB Benefit Base	MGIB Charge Base
Subaccount(s)	Division(s)
Net Investment Factor	Experience Factor
Regular Withdrawals	Conventional Partial Withdrawals
Withdrawals	Partial Withdrawals

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FEES AND EXPENSES

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The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the contract. For more information about the fees and expenses, please see the “Charges and Fees” section later in this prospectus.

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Contract Owner Transaction Expenses¹

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Surrender Charge:

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Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment
Surrender Charge (as a percentage of Premium Payment withdrawn)	6%	5%	4%	3%	0%

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Transfer Charge

$25 per transfer, currently zero

Premium Tax

0% to 3.5%

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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.

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Separate Account Annual Charges

Contract without any of the optional riders that may be available

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Annual Contract Administrative Charge¹

$30

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(We waive this charge if the total of your premium payments is $100,000 or more or if your contract value at the end of a contract year is $100,000 or more.)

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	Standard	Enhanced Death Benefits
	Death Benefit	Quarterly Ratchet	Max 7
Mortality & Expense Risk Charge	1.50%	1.75%		2.05%
Asset-Based Administrative Charge	0.15%	0.15%		0.15%
Total²	1.65%	1.90%		2.20%

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We deduct this charge on each contract anniversary and on surrender.

These charges are as a percentage of average contract value in each subaccount. These annual charges are deducted daily.

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For more information about the charges for the optional riders, please see “Charges and Fees – Optional Rider Charges.”

Optional Rider Charges¹

Earnings Multiplier Benefit rider:

As an Annual Charge

(Charge Deducted Quarterly)

Maximum Annual Charge

0.30% of contract value

Minimum Guaranteed Income Benefit rider:

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As an Annual Charge

(Charge Deducted Quarterly)

Maximum Annual Charge

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ING LifePay Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently

(Charge Deducted Quarterly)

Maximum Annual Charge if Reset Benefit Elected³

0.50% of contract value

1.20% of contract value

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge - Currently

(Charge Deducted Quarterly)

Maximum Annual Charge if Reset Benefit Elected⁴

0.75% of contract value

1.50% of contract value

For more information about how the MGIB Charge Base is determined, please see “Charges and Fees – Optional Riders – Minimum Guaranteed Income Benefit Rider.”

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Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit – ING LifePay Reset Option.”

Please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Reset Option.”

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Separate Account Annual Charges

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Standard

Enhanced Death Benefits

MAXIMUM CHARGES

Death

Benefit

Quarterly

Ratchet

Max 7

Mortality & Expense Risk Charge

1.50%

1.75%

2.05%

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Asset-Based Administrative Charge

0.15%

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Earnings Multiplier Benefit Rider Charge	0.30%	0.30%	0.30%
Maximum Minimum Guaranteed Income Benefit Rider Charge (as percentage of MGIB Charge Base)	1.50%	1.50%	1.50%
Total	3.45%	3.70%	4.00%

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	Standard	Enhanced Death Benefits
CURRENT CHARGES	Death Benefit	Quarterly Ratchet	Max 7
Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Earnings Multiplier Benefit Rider Charge	0.30%	0.30%	0.30%
Current Minimum Guaranteed Income Benefit Rider Charge (as percentage of MGIB Charge Base)	0.75%	0.75%	0.75%
Total	2.70%	2.95%	3.25%

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Trust or Fund Expenses

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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^1,2, and other expenses):	0.69%	1.86%

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No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please see “Charges and Fees – Charges Deducted From the Contract Value – Redemption Fees.”

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Example:

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This example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner Transaction Expenses (except Transfer Charges, if any) and Separate Account Annual Expenses, for a Contract without any of the optional riders that may be available. The costs also include the total operating expenses charged by the most expensive trust or fund that may be available under your Contract. The example assumes that you invest $10,000 in the Contract for the time periods indicated, and that your investment has a 5% return each year. Premium taxes (which currently range from 0% to 3.5% of premium payments) may apply, but are not reflected in the example.

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

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1) If you surrender your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,009	$1,638	$2,083	$4,264
2) If you annuitize at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,009	$1,638	$2,083	$4,264
3) If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$409	$1,238	$2,083	$4,264

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Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract Provisions - Selling the Contract.”

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CONDENSED FINANCIAL INFORMATION

Accumulation Unit

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The Net Investment Factor

We take the net asset value of the subaccount at the end of each business day.

We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.

We divide (2) by the net asset value of the subaccount at the end of the preceding business day.

We then subtract the applicable daily charges from the subaccount: the mortality and expense risk charge; the asset-based administrative charge; and any optional rider charges.

Calculations for the subaccounts are made on a per share basis.

The Net Rate of Return equals the Net Investment Factor minus one.

Financial Statements

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obligations under the Contracts. ING USA’s financial statements do not bear on the future investment experience of the assets held in the Separate Account.

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ING USA SEPARATE ACCOUNT B

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Note:

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. Under certain circumstances, we may make certain changes to the subaccounts. For more information, see “The Annuity Contract — Addition, Deletion, or Substitution of Subaccounts and Other Changes.”

ING USA ANNUITY AND LIFE INSURANCE COMPANY

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

Regulatory Developments – The Company and the Industry

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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.

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

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

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THE TRUSTS AND FUNDS

You will find information about the Trusts and Funds currently available under your Contract in Appendix B — The Investment Portfolios. A prospectus containing more complete information on each Trust or Fund may be obtained by calling our Customer Service Center at 800-366-0066. You should read the prospectus carefully before investing.

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.

Restricted Funds

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We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. If the total amount of your requested transfer exceeds the applicable limits, we will inform your financial representative or you that we will not process any part of the transfer and than new instructions will be required. We will not limit transfers from Restricted Funds. If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit.

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Please see “Withdrawals” and “Transfers Among Your Investments” in this prospectus for more information on the effect of Restricted Funds.

Covered Funds, Special Funds and Excluded Funds

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Covered Funds;

Special Funds; and

Excluded Funds.

CHARGES AND FEES

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Charge Deduction Subaccount

You may elect to have all charges, except daily charges against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the Liquid Assets subaccount for this purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we will deduct the charges as discussed below. You may cancel this option at any time by sending notice to our Customer Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value

We deduct the following charges from your contract value:

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Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment
Surrender Charge (as a percentage of Premium Payment withdrawn)	6%	5%	4%	3%	0%

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We deduct the premium tax from your contract value (or from the MGIB Charge Base, if exercised) on the annuity start date. However, some jurisdictions impose a premium tax at the time initial and additional premiums are paid, regardless of when the annuity payments begin. In those states we may defer collection of the premium taxes from your contract value and deduct it when you surrender the Contract, when you take an excess withdrawal or on the annuity start date.

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$100,000 or more at the end of a contract year or the total of your premium payments is $100,000 or more or under other under conditions established by ING USA. We deduct the charge proportionately from all subaccounts in which you are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid.

Charges Deducted from the Subaccounts

Standard

Death Benefit

Quarterly Ratchet

Enhanced

Death Benefit

Max 7

Enhanced

Death Benefit

Annual Charge

1.50%

Annual Charge

1.75%

Annual Charge

2.05%

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Earnings Multiplier Benefit Rider Charge. Subject to state availability, you may purchase the earnings multiplier benefit rider for a non-qualified Contract either at issue or on the next contract anniversary following the introduction of the benefit in your state, if later. So long as the rider is in effect, we will deduct a separate quarterly charge for the rider through a pro-rata reduction of the contract value of the subaccounts in which you are invested. If there is insufficient contract value in the subaccounts, we will deduct the charges from your Fixed Interest Allocations starting with the allocation nearest its maturity date. If that is insufficient, we will deduct the charge from the allocation next nearest its maturity date, and so on. We deduct the rider charge on each quarterly contract anniversary in arrears, meaning we deduct the first charge on the first quarterly anniversary following the rider date. If you surrender or annuitize your Contract, we will deduct a pro-rata portion of the charge for the current quarter based on the current contract value immediately prior to the surrender or annuitization. The quarterly charge for the

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earnings multiplier benefit rider is 0.08% (0.30% annually). For a description of the rider, see “Earnings Multiplier Benefit Rider.”

Minimum Guaranteed Income Benefit (MGIB) Rider Charge. The charge for the MGIB rider, a living benefit, is deducted quarterly, and is a percentage of the MGIB Charge Base:

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Maximum Annual Charge	Current Annual Charge
1.50%	0.75%

We deduct the quarterly charge in arrears from the subaccounts in which you are invested based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. The charge is deducted even if you decide never to exercise your right to annuitize under this rider. For more information about how this rider works, including how the MGIB Charge Base is determined, please see “The Annuity Contract – Optional Riders – Minimum Guaranteed Income Benefit Rider.”

ING LifePay Minimum Guaranteed Withdrawal Benefit (ING LifePay) Rider Charge. The charge for the ING LifePay rider, a living benefit, is deducted quarterly and is a percentage of contract value:

Maximum Annual Charge	Current Annual Charge
1.20%	0.50%

We deduct the quarterly charge in arrears based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. If the rider is added after contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end. Similarly, the charge is pro-rated based on what is owed at the time the rider is terminated. Charges are deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The charge may be subject to change if you elect the reset option after your first five contract years, but subject to the maximum annual charge. For more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please see “The Annuity Contract – Optional Riders – ING LifePay Minimum Guaranteed Withdrawal Benefit Rider.”

Maximum Annual Charge

Current Annual Charge

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1.50%

0.75%

We deduct the quarterly charge in arrears based on the contract date (contract year versus calendar year). In arrears means the first charge is deducted at the end of the first quarter from the contract date. If the rider is added after contract issue, the charges will still be deducted on quarterly contract anniversaries, but the first charge will be pro-rated based on what is owed at the time the rider is added through the contract quarter end. Similarly, the charge is pro-rated when the rider is terminated. Charges are deducted during the period starting on the rider date and up to your rider’s Lifetime Automatic Periodic Benefit Status. Lifetime Automatic Periodic Benefit Status occurs if your contract value is reduced to zero and other conditions are met. The charge may be subject to change if you elect the reset option after your first five contract years, but subject to the maximum annual charge. For more information about how this rider works, including when Lifetime Automatic Periodic Benefit Status begins, please see “The Annuity Contract - Optional Riders - ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider.”

Trust and Fund Expenses

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Revenues received by the Company from affiliated funds include:

•

Service fees that are deducted from fund assets.

•

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

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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.

Revenues received by the Company from unaffiliated funds include:

•

For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectus.

•

	Fidelity Variable Insurance Products Portfolio
	ProFunds VP
	Franklin Templeton Variable Insurance Products Trust

Additional Compensation & Benefits Received. 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.

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. The fund prospectus reflects the aggregate annual operating expenses of each portfolio and its corresponding underlying fund or funds.

THE ANNUITY CONTRACT

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Contract Date and Contract Year

The date the Contract became effective is the contract date. Each 12-month period following the contract date is a contract year.

Contract Owner

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Joint Owner

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Any addition or deletion of a joint owner is treated as a change of owner which may affect the amount of the death benefit. See “Change of Contract Owner or Beneficiary” below. If you have elected an Enhanced Death Benefit, and you add a joint owner after issue, the Enhanced Death Benefit from the date of change will end. If the older joint owner is attained age 85 or under, the Standard Death Benefit will apply. If the older joint owner is attained age 86 or over on the date of the ownership change, the death benefit will be the cash surrender value. The mortality and expense risk charge going forward will reflect the change in death benefit. If you elected the Earnings Multiplier Benefit rider, it will terminate if you add a joint owner after issue. Note that returning a Contract to single owner status will not restore any Enhanced Death Benefit or the earnings multiplier benefit. Unless otherwise specified, the term “age” when used for joint owners shall mean the age of the oldest owner.

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Annuity Start Date

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Annuitant

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If the contract owner is an individual, and the annuitant dies before the annuity start date and you have named a contingent annuitant, the contingent annuitant becomes the annuitant. If the annuitant dies before the annuity start date and there is no contingent annuitant, the contract owner will become the annuitant. In the event of joint owners, the youngest will be the contingent annuitant. The contract owner may designate a new annuitant within 60 days of the death of the annuitant. If the annuitant was the sole contract owner and there is no beneficiary designation, the annuitant’s estate will be the beneficiary.

Beneficiary

Change of Contract Owner or Beneficiary

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A change of owner likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

Purchase and Availability of the Contract

We will issue a Contract only if both the annuitant and the contract owner are age 75 or younger. But the Contract may not be available to all ages through all broker-dealers.

The initial premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments of $500 or more ($50 for qualified Contracts) at any time after the free look period and up to the contract anniversary after your 85th birthday. Under certain circumstances, we may waive the minimum premium payment requirement. We may also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. An initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval.

The Contract is designed for people seeking long-term tax-deferred accumulation of assets, generally for retirement or other long-term purposes. The tax-deferred feature is more attractive to people in high federal and state tax brackets. You should not buy this Contract: (i) if you are looking for a short-term investment; (ii) if you cannot risk getting back less money than you put in; or (iii) if your assets are in a plan which provides for tax-deferral and you see no other reason to purchase this Contract. When considering an investment in the Contract, you should consult with your investment professional about your financial goals, investment time horizon and risk tolerance.

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Crediting of Premium Payments

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Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially designated subaccount during the free look period.

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.

Administrative Procedures

Contract Value

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On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows:

We take the contract value in the subaccount at the end of the preceding business day.

We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.

We add (1) and (2).

We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount.

We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and premium taxes.

Cash Surrender Value

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Fixed Interest Allocations and any Market Value Adjustment. See Appendix C and the Fixed Account II prospectus for a description of the calculation of cash surrender value under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge for premium taxes, any redemption fees, the annual contract administrative fee (unless waived), any optional benefit rider charge, and any other charges incurred but not yet deducted.

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Surrendering to Receive the Cash Surrender Value. You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender is effective on the date we receive your written request and the Contract at our Customer Service Center. After we receive all paperwork required for us to process your surrender, we will determine and pay the cash surrender value at the price next determined. Once paid, all benefits under the Contract will terminate. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the Liquid Assets subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days.

Addition, Deletion or Substitution of Subaccounts and Other Charges

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We will provide you with written notice before we make any of these changes.

The Fixed Account

Optional Riders

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The Contract has three living benefit riders offering protection against the investment risks with your Contract:

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The Minimum Guaranteed Income Benefit Rider, which you may wish to purchase if you are concerned about having a minimum amount of income in annuitizing your Contract;

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The ING LifePay Minimum Guaranteed Withdrawal Benefit Rider, which you may wish to purchase if you are concerned that you may outlive your income; and

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The ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider, which you may wish to purchase if you are married and concerned that you and your spouse may outlive your income.

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Minimum Guaranteed Income Benefit Rider (the “MGIB” rider). The MGIB rider is an optional benefit which guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date (as defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of annuity income will depend on the amount of premiums you pay during the first five contract years after you purchase the rider, the amount of contract value you allocate or transfer to Special Funds (as defined below) or Excluded Funds (as defined below), the MGIB Rate (as defined below), the adjustment for Special Fund or Excluded Fund transfers, and any withdrawals you take while the MGIB rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the benefit under the MGIB rider.

Purchase. To purchase the MGIB rider, you must be age 79 or younger on the rider date and the ten-year waiting period must end at or prior to the latest annuity start date. Some broker dealers may limit availability of the rider to younger ages. The MGIB rider must be purchased (i) on the contract date, or (ii) within thirty days after the contract date. For contracts issued more than 30 days before the date of this rider first became available in your state, the Company in its discretion allow purchase of this rider during the 30-day period preceding the first contract anniversary after the date the MGIB rider is available in your state. There is a ten-year waiting period before you can annuitize under the MGIB rider.

Rider Date. The rider date is the date the optional benefit rider becomes effective. The rider date is also the contract date if you purchase the rider when the Contract is issued.

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annuitize, surrender or otherwise terminate your Contract during the accumulation phase;

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the contract value is insufficient to pay the charge for the MGIB rider; or

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there is a change in contract ownership (other than a spousal beneficiary continuation upon your death).

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Rider Charge. The current charge we deduct under the MGIB Rider is 0.75% annually of the MGIB Charge

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Base. The MGIB Charge Base is the greater of (1) and (2) below, where:

Is the lesser of the Maximum MGIB Rollup Base and the sum of (a), (b) and (c) where;

(a)

is the MGIB Rollup Base for Covered Funds;

(b)`

is the MGIB Rollup Base for Special Funds (as defined below); and

(c)

is the MGIB Rollup Base for Excluded Funds; and

Is the sum of (a) and (b) where:

(a)

is the MGIB Ratchet Base for Covered Funds and Special Funds; and

(b)

is the MGIB Ratchet Base for Excluded Funds.

For definitions of the Maximum MGIB Rollup Base, the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds, the MGIB Rollup Base for Excluded Funds, the MGIB Ratchet Base for Covered Funds and Special Funds, and the MGIB Ratchet Base for Excluded Funds, see the “Calculations of the MGIB Rollup Bases” and “Calculation of the MGIB Ratchet Bases” sections below.

Fund Categories. The MGIB Benefit Base (as defined below) is tracked separately for Covered Funds, Special Funds and Excluded Funds. The following investment options are currently designated as Special Funds for purposes of calculating the MGIB Benefit Base: the ING Liquid Assets Portfolio, the ING PIMCO Core Bond Portfolio, TSA Special Fixed Account, the Fixed Account, the fixed interest divisions in the general account and the Profunds VP Rising Rates Opportunity Portfolio. No investment options are currently designated as Excluded Funds. Covered Funds are any investment options not designated as Special Funds or Excluded Funds. These fund categories apply to all calculations under the MGIB rider. Please see “The Trust and Funds – Covered Funds, Special Funds and Excluded Funds.”

For Contracts with the MGIB rider purchased before August 21, 2006 (subject to availability), the ING VP Intermediate Bond Portfolio is designated as a Special Fund.

receipt of additional premiums;

transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you; and

withdrawals from the Fixed Allocation Fund or Other Funds.

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MGIB Benefit Base. The MGIB Benefit Base (as defined below) is only a calculation used to determine the MGIB annuity income. The MGIB Benefit Base does not represent a contract value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used in determining the amount of your cash surrender value and death benefits. Any reset of contract value under provisions of the Contract or other riders will not increase the MGIB Benefit Base or Maximum MGIB Rollup Base (as defined below). On the MGIB Date, your MGIB Benefit Base is the greater of (1) and (2) where:

Is the lesser of the Maximum MGIB Rollup Base (as defined below) and the sum of (a), (b), and (c) where:

(a)

is the MGIB Rollup Base for Covered Funds; and

(b)

is the MGIB Rollup Base for Special Funds; and

(c)

is the contract value allocated to Excluded Funds; and

Is the sum of (a) and (b) where:

(a)

is the MGIB Ratchet Base for Covered Funds and Special Funds (as defined below); and

(b)

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allocated by fund category.

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The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Rollup Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine benefits.

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Withdrawals reduce each MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup Base for each fund category (i.e. Covered Funds, Special Funds or Excluded Funds) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal (including surrender charge and market value adjustment). This means that the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds or the MGIB Rollup Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of a withdrawal (including surrender charge and market value adjustment), the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the withdrawal).

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this means, if in the previous example the transfer was from Excluded Funds to Covered Funds, is there would be no change in the value of your MGIB Benefit Base because of the transfer – the amount of the transfer between the fund categories is the same, $250, because the MGIB Benefit Base calculation is based on the contract value allocated to Excluded Funds, versus the calculation basis for Excluded Funds with the MGIB Charge Base. The MGIB Charge Base calculation is instead based on the MGIB Rollup Base for Excluded Funds. As a result, this same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity income upon annuitization of the MGIB rider.

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Calculation of MGIB Ratchet Bases. The MGIB Ratchet Base for Covered Funds and Special Funds equals:

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on each “quarterly anniversary date” prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds and Special Funds is set equal to the greater of:

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(a)

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(b)

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The MGIB Ratchet Base for Excluded Funds has a corresponding definition with respect to amounts allocated to Excluded Funds. The MGIB Ratchet Base for Excluded Funds is used only for transfer adjustments and MGIB rider charges. It is not included in the MGIB Ratchet Base used to determine benefits.

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Eligible premiums are those premiums, added more than 5 years before the earliest MGIB Date. This means that, generally, premiums must be paid within five years of purchasing the MGIB rider to be considered eligible premiums. Premiums paid after that are excluded from the MGIB Ratchet Bases.

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contract value in Covered Funds and Special Funds is $1000 and a transfer from Covered Funds or Special Funds to Excluded Funds is $250, then the contract value in Covered Funds and Special Funds is reduced by 25%. In a case where the MGIB Ratchet Base for Covered Funds and Special Funds is $1200, the MGIB Ratchet Base for Covered Funds and Special Funds is also reduced by 25%, or $300, rather than by the amount of the transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Ratchet Base for Covered Funds and Special Funds, or $300.

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be provided under the Contract without the rider. Generally, the income calculated under the MGIB rider will be greater than the income provided under the Contract whenever the MGIB Benefit Base is sufficiently in excess of the contract value to offset the additional conservatism reflected in the MGIB rider’s income factors compared to those in the Contract. The income factors in the MGIB rider generally reflect a lower interest rate and more conservative mortality than the income factors in the Contract. The degree of relative excess that the income factors require to produce more income will vary for each individual circumstance. If the contract value exceeds the MGIB Benefit Base at time of annuitization, the Contract will always produce greater income than the MGIB rider. Please see Appendix G — “Examples of Minimum Guaranteed Income Benefit Calculation.”

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Income for Life (Single Life or Joint Life with 100% Survivor) and 10-20 year fixed period.

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Income for 20-30 year fixed period.

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Any other annuity option offered by the Company in conjunction with the MGIB rider on the MGIB Date.

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Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB annuity options available under the MGIB rider. This option may only be exercised in the 30 day period prior to a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB income, as is otherwise described in the prospectus. The contract value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining value. The exercise of this partial annuitization of the MGIB Benefit Base does not affect your right to annuitize remaining value under the Contract without regard to the MGIB rider. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting contract and MGIB rider values. This means the contract and MGIB rider values will be adjusted on a pro-rata basis. See “Calculation of the MGIB Rollup Bases” and “Calculation of the MGIB Ratchet Bases,” above. Surrender charges will apply to amounts applied to partial annuitizations.

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Notification. On or before 30 days prior to each possible MGIB Date, we will provide you with notification which will include an estimate of the amount of MGIB annuity benefit available if you choose to exercise it. We will determine the actual amount of the MGIB annuity benefit as of the MGIB Date.

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ING LifePay Minimum Guaranteed Withdrawal Benefit (“ING LifePay”) Rider. The ING LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level of annual withdrawals from the Contract for the lifetime of the annuitant, even if these withdrawals deplete your Contract value to zero. You may wish to purchase this rider if you are concerned that you may outlive your income.

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Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract anniversary on which the rider is effective. But some broker-dealers may limit the availability of the rider to younger ages. The ING LifePay rider is available for Contracts issued on or after November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in “Investment Option Restrictions,” below. The Company in its discretion may allow the rider to be elected during the 30-day period preceding a Contract anniversary. Such election must be received in good order, including compliance with the investment restrictions described below. The rider will be effective as of that Contract anniversary. If the ING LifePay rider is not available, or if your Contract has the Minimum Guaranteed Withdrawal Benefit rider, then please see Appendix J – Minimum Guaranteed Withdrawal Benefit.

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Rider Date. The rider date is the date the ING LifePay rider becomes effective. If you purchase the ING LifePay rider when the Contract is issued, the rider date is also the Contract date.

annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

Lifetime Guaranteed Withdrawal Status. This status begins on the date the rider is issued (the “effective date of the rider”) and continues until the earliest of:

the annuity commencement date;

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reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status” below);

reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

the surrender or annuitization of the Contract; or

the death of the owner, or first owner, in the case of joint owners, unless your spouse beneficiary elects to continue the Contract.

As described below, certain features of the ING LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

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If you purchased the ING LifePay rider on the Contract date, the initial ING LifePay Base is equal to the initial premium.

If you purchased the ING LifePay rider after the Contract date, the initial ING LifePay Base is equal to the Contract value on the effective date of the rider.

Annuitant Age	Maximum Annual Withdrawal Percentage
50-59	4%
60-75	5%

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76-80	6%
81+	7%

Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as provided for under spousal continuation. See “Continuation After Death – Spouse” below.

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before the withdrawal, for the excess withdrawal; and

after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

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You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

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Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.

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Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.

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See Appendix H, Illustration 3.

When the rider enters Lifetime Automatic Periodic Benefit Status:

the Contract will provide no further benefits other than as provided under the ING LifePay rider;

no further premium payments will be accepted; and

any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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During Lifetime Automatic Periodic Benefit Status, we will pay you periodic payments in an annual amount that is equal to the Maximum Annual Withdrawal. These payments will cease upon the death of the annuitant at which time both the rider and the Contract will terminate. The rider will remain in Lifetime Automatic Periodic Benefit Status until it terminates without value upon the annuitant’s death.

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Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

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receipt of additional premiums;

transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you;

withdrawals from the Fixed Allocation Fund or Other Funds.

Fixed Allocation Fund Automatic Rebalancing is separate from any other automatic rebalancing under the Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of compliance with the investment option restrictions noted above, Fixed Allocation Fund Automatic Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I. By electing to purchase the ING LifePay rider, you are providing the Company with direction and authorization to process these transactions, including

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reallocations into the Fixed Allocation Fund. You should not purchase the ING LifePay rider if you do not wish to have your Contract value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

the date the rider enters Lifetime Automatic Periodic Benefit status.

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The spouse is at least 50 years old on the date the Contract is continued; and

The spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

The rider will continue in the Growth Phase;

On the date the rider is continued, the ING LifePay Base will be reset to equal the then current Contract value;

The ING LifePay charges will restart and be the same as were in effect prior to the claim date; and

The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse’s age on that date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

The rider will continue in the Withdrawal Phase.

On the Contract anniversary following the date the rider is continued:

(a)

(b)

The rider charges will restart on the Contract anniversary following the date the rider is continued and will be the same as were in effect prior to the claim date.

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While in Lifetime Automatic Periodic Benefit Status, if the owner is not the annuitant dies, we will continue to pay the periodic payments that the owner was receiving under the ING LifePay rider to the annuitant. While in Lifetime Automatic Periodic Benefit Status, if an owner who is also the annuitant dies, the periodic payments will stop. No other death benefit is payable. See “Death of Owner or Annuitant” above.

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Change of Owner or Annuitant. Other than as provided above under “Continuation After Death- Spouse,” you may not change the annuitant. The rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

spousal continuation as described above;

change of owner from one custodian to another custodian;

change of owner from a custodian for the benefit of an individual to the same individual;

change of owner from an individual to a custodian for the benefit of the same individual;

collateral assignments;

change in trust as owner where the individual owner and the grantor of the trust are the same individual;

change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Surrender Charges. If you elect the ING LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your Contract value is zero, the periodic payments under the ING LifePay rider are not subject to surrender charges.

Loans. The portion of any Contract value used to pay off an outstanding loan balance will reduce the ING LifePay Base or Maximum Annual Withdrawal as applicable. We do not recommend the ING LifePay rider if loans are contemplated.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay rider, see “Federal Tax Consideration – Taxation of Distributions.”

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ING Joint LifePay Minimum Guaranteed Wtihdrawal Benefit (“ING Joint LifePay”) Rider. The ING Joint LifePay rider generally provides, subject to the restrictions and limitations below, that we will guarantee a minimum level of annual withdrawals from the Contract for the lifetime of both you and your spouse, even if these withdrawals deplete your contract value to zero. You may wish to purchase this rider if you are married and are concerned that you and your spouse may outlive your income.

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designations are required in order to purchase the ING Joint LifePay rider. See “Ownership, Annuitant, and Beneficiary Requirements” below.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the requirements listed in “IRAs” above. The annuitant must be the same as the beneficial owner of the custodial IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

terminate your contract pursuant to its terms during the accumulation phase, surrender or begin receiving annuity payments in lieu of payments under the ING Joint LifePay rider;

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change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay rider to terminate automatically are discussed below.

In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce” below.

the annuity commencement date;

reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status” below);

the surrender of the contract; or

the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

As described below, certain features of the ING Joint LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

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How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind under the contract (other than investment advisory fees, as described below), or the annuity commencement date, whichever occurs first. During the accumulation phase of the contract, the ING Joint LifePay rider may be in either the Growth Phase or the Withdrawal Phase. During the income phase of the contract, the ING Joint LifePay rider may only be in the Withdrawal Phase. The ING Joint LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status you may terminate the rider by electing to enter the income phase and begin receiving annuity payments. However, if you have not elected to begin receiving annuity payments, and the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero, the ING Joint LifePay rider and contract terminate (other than those provisions regarding the payment of the Maximum Annual Withdrawal, as described below) and you can no longer elect to receive annuity payments.

If you purchased the ING Joint LifePay rider on the contract date, the initial ING Joint LifePay Base is equal to the initial premium.

If you purchased the ING Joint LifePay rider after the contract date, the initial ING Joint LifePay Base is equal to the contract value on the effective date of the ING Joint LifePay rider.

The initial ING Joint LifePay Base is increased dollar-for-dollar by any premiums received during the Growth Phase (“eligible premiums”). The ING Joint LifePay Base is also increased to equal the contract value if the contract value is greater then the current ING Joint LifePay Base, valued on each quarterly contract anniversary after the effective date of the ING Joint LifePay rider during the Growth Phase. The ING Joint LifePay Base has no additional impact on the calculation of annuity payments or withdrawal benefits.

Annuitant Age	Maximum Annual Withdrawal Percentage
55-64	4%
65-75	5%
76-80	6%
81+	7%

Once determined the Maximum Annual Withdrawal percentage never changes for the contract.

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When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any applicable Market Value Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum Annual Withdrawal. See Appendix H, Illustration 1 and 2 for examples of this concept.

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.

Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

If the contract is still in the Growth Phase on the date the Additional Withdrawal Amount is determined, but enters the Withdrawal Phase later during that calendar year, the Additional

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Withdrawal Amount will be equal to the amount in excess of the Maximum Annual Withdrawal Amount necessary to satisfy the Required Minimum Distribution for that year (if any).

See Appendix H, Illustration 3.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING Joint LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

When the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status:

the contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay rider;

no further premium payments will be accepted; and

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

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While the ING Joint LifePay rider is in effect, there are limits on the portfolios to which your contract value may be allocated. Contract value allocated to portfolios other than Accepted Funds will be rebalanced so as to maintain at least 20% of such contract value in the Fixed Allocation Fund. See “Fixed Allocation Fund Automatic Rebalancing” below.

Accepted Funds. Currently the Accepted Funds are the ING LifeStyle Moderate Portfolio, ING LifeStyle Moderate Growth Portfolio, ING LifeStyle Growth Portfolio, ING Market Pro Portfolio, ING Liquid Assets Portfolio, Fixed Account II, and the Fixed Interest Division. We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value allocated to such portfolios after the date of the change.

Fixed Allocation Fund. The ING VP Intermediate Bond Portfolio is designated as the Fixed Allocation Fund.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

receipt of additional premiums;

transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you; and

withdrawals from the Fixed Allocation Fund or Other Funds.

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In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay rider, you are providing the Company with direction and authorization to process these transactions, including reallocations into the Fixed Allocation Fund. You should not purchase the ING Joint LifePay rider if you do not wish to have your contract value reallocated in this manner.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic payments made. Payments will continue until both spouses are deceased.

If the surviving spouse is in inactive status: The ING Joint LifePay rider terminates and ING Joint LifePay coverage and charges cease upon proof of death.

Change of Owner or Annuitant. Other than as a result of spousal continuation, you may not change the annuitant. The ING Joint LifePay rider and rider charges will terminate upon change of owner, including adding an additional owner, except for the following ownership changes:

spousal continuation by an active spouse, as described above;

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change of owner from one custodian to another custodian for the benefit of the same individual;

change of owner from an individual to a custodian for the benefit of the same individual;

collateral assignments;

for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner’s spouse and is active when added as joint owner;

for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and

change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Surrender Charges. If you elect the ING Joint LifePay rider, your withdrawals will be subject to surrender charges if they exceed the free withdrawal amount. However, once your contract value is zero, the periodic payments under the ING Joint LifePay rider are not subject to surrender charges, nor will these amounts be subject to any other charges under the contract.

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Other Contracts

WITHDRAWALS

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withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your Fixed Interest Allocation taken more than 30 days before its maturity date. Definitive guidance on the proper federal tax treatment of the Market Value Adjustment has not been issued. You may want to discuss the potential tax consequences of a Market Value Adjustment with your tax adviser. We will determine the contract value as of the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made.

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Please be aware that the benefit we pay under certain optional benefit riders may be reduced by any withdrawals you take while the optional benefit rider is in effect. See “Optional Riders.”

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We offer the following three withdrawal options:

Regular Withdrawals

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Frequency

Maximum Percentage

Of Premiums Not Previously Withdrawn

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Monthly	0.83%
Quarterly	2.50%
Annually	10.00%

Fixed Dollar Systematic Withdrawal Feature.

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You may add the Fixed Dollar Systematic Withdrawal Feature to your regular fixed dollar systematic withdrawal program. This feature allows you to receive a systematic withdrawal in a fixed dollar amount in addition to your systematic withdrawal program regardless of any potential impact of surrender charges or Market Value Adjustments. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available only in connection with Section 72(q) and 72(t) distributions. You choose the amount of the fixed systematic withdrawals, which may total up to an annual maximum of 10% of your premium payments not previously withdrawn as determined on the day we receive your election of this feature. We will not recalculate the maximum limit when you make additional premium payments, unless you instruct us to do so. We will assess a surrender charge on the withdrawal date if the withdrawal exceeds the maximum limit as calculated on the withdrawal date. We will assess a Market Value Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings on the withdrawal date. We will apply the surrender charge and any Market Value Adjustment directly to your contract value (rather than to the withdrawal) so that the amount of each systematic withdrawal remains fixed.

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IRA Withdrawals

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals will be subject to a Market Value Adjustment.

TRANSFERS AMONG YOUR INVESTMENTS

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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:

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Increased trading and transaction costs;

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Forced and unplanned portfolio turnover;

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Lost opportunity costs; and

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

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

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

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

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

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

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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.

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

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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 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.

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Limits Imposed by Underlying Funds

Most underlying funds have their own excessive trading policies, and orders for the purchase of fund shares are subject to acceptance or rejection by the underlying 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.

Dollar Cost Averaging

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the value of its unit is low and fewer units are purchased if the value of its unit is high. Therefore, a lower than average value per unit may be achieved over the long term. However, we cannot guarantee this. When you elect the dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels.

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You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this section and in “Trust and Funds – Restricted Funds.” Compliance with the individual and aggregate Restricted Fund limits will be reviewed when the dollar cost averaging program is established. Transfers under the dollar cost averaging program must be within those limits. We will not review again your dollar cost averaging election for compliance with the individual and aggregate limits for investment in the Restricted Funds except in the case of the transactions described below.

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Automatic Rebalancing

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You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described above, in this section and in “Trust and Funds – Restricted Funds.”. If the reallocation would increase the amount allocated to the Restricted Funds, the maximum that may be so allocated is the individual Restricted Fund percentage limit, less the current allocation to all Restricted Funds.

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DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase

During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either the contract owner, or the first of joint owners or the annuitant (when a contract owner is not an individual) dies. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. We calculate the death benefit value as of the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, at our Customer Service Center (“claim date”). If your beneficiary wants to receive the death benefit on a date later than this, it may affect the amount of the benefit payable in the future. The proceeds may be received in a single sum, applied to any of the annuity options, or, if available, paid over the beneficiary’s lifetime. (See “Systematic Withdrawals” above). A beneficiary’s right to elect an annuity option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

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death benefit proceeds at any time without penalty. We will generally distribute death benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For information on required distributions under federal income tax laws, you should see “Required Distributions upon Contract Owner’s Death.” Interest earned on this account may be less than interest paid on other settlement options.

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You may choose one of the following Death Benefits: (i) the Standard Death Benefit, (ii) the Quarterly Ratchet Enhanced Death Benefit or (iii) the Max 7 Enhanced Death Benefit. The Quarterly Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death Benefit are available only if the contract owner or the annuitant (if the contract owner is not an individual) is not more than 75 years old at the time of purchase. The Enhanced Death Benefits are available only at the time you purchase your Contract. The Enhanced Death Benefits are not available where a Contract is owned by joint owners. Not all death benefits are available in every state. If you do not choose a death benefit, your death benefit will be the Standard Death Benefit.

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The death benefit may be subject to certain mandatory distribution rules required by federal tax law. In all cases described below, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted.

Base Death Benefit. We use the Base Death Benefit to help determine the minimum death benefit payable under each of the death benefit options described below. You do not elect the Base Death Benefit. The Base Death Benefit is equal to the greater of:

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the cash surrender value.

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Standard Death Benefit. The Standard Death Benefit equals the greater of:

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the Base Death Benefit; and

the Standard Minimum Guaranteed Death Benefit (“Standard MGDB”) for amounts allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Standard MGDB.

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The Standard MGDB allocated to Covered Funds equals premium payments allocated to Covered Funds less pro-rata adjustments for any withdrawals and transfers.

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Transfers among Fund categories do not reduce the overall Standard MGDB.

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The Quarterly Ratchet Enhanced Death Benefit equals the greater of:

the Standard Death Benefit; and

the Quarterly Ratchet Minimum Guaranteed Death Benefit (“Quarterly Ratchet MGDB”) allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Quarterly Ratchet MGDB.

the current contract value in Covered Funds (after deductions occurring as of that date); or

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and from Excluded Funds. On each quarterly anniversary that occurs on or prior to attainment of age 90, the Quarterly Ratchet MGDB in Excluded Funds will be set to the greater of:

the current contract value in Excluded Funds (after deductions occurring as of that date); or

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Withdrawals reduce the Quarterly Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

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The 7% Solution Death Benefit Element is the greater of:

the Standard Death Benefit; and

the lesser of:

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2.5 times all premium payments, adjusted for withdrawals (the “cap”); or

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the sum of the 7% Solution Minimum Guaranteed Death Benefit (“7% MGDB”) allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to Excluded Funds.

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For Contracts issued prior to August 21, 2006, the cap is 3 times all premium payments adjusted for withdrawals.

For Contracts issued prior to August 21, 2006, the ING VP Intermediate Bond Portfolio is designated as a Special Fund.

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Covered Funds are all investment options not designated as Special Funds or Excluded Funds. No investment options are currently designated as Excluded Funds.

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cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no catch-up for any period where accumulation was suspended.

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The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals and transfers. There is no accumulation of 7% MGDB allocated to Special Funds.

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Note:

If the rider is added at issue, the rider provides a benefit equal to a percentage of the gain under the Contract, up to a gain equal to 150% of premiums adjusted for withdrawals (“Maximum Base”). Currently, if added at issue, the earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) the Maximum Base; and ii) the contract value on the claim date minus premiums adjusted for withdrawals. If added after issue, the earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) 150% of the contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and ii) the contract value on the claim date minus the contract value on the rider effective date, minus subsequent premiums adjusted for subsequent withdrawals. The adjustment to the benefit for withdrawals is pro-rata, meaning that the benefit will be reduced by the proportion that the withdrawal bears to the contract value at the time of the withdrawal.

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There is an extra charge for the earnings multiplier benefit rider and once selected, it may not be revoked. The rider does not provide a benefit if there is no gain under the Contract. As such, the Company would continue to assess a charge for the rider, even though no benefit would be payable at death under the rider if there are no gains under the Contract. Please see “Charges and Fees — Charges Deducted from the Subaccounts – Optional Rider Charges - Earnings Multiplier Benefit Rider Charge” for a description of the charge.

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Death Benefit During the Income Phase

If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time.

Continuation After Death — Spouse

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The death benefits under each of the available options will continue, based on the surviving spouse’s age on the date that ownership changes.

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The earnings multiplier benefit rider will continue if the surviving spouse is eligible based on his or her attained age. If the surviving spouse is older than the maximum rider issue age, the rider will terminate. The Maximum Base and the percentages will be reset based on the adjusted contract value. The calculation of the benefit going forward will be: (i) based on the attained age of the spouse at the time of the ownership change using current values as of that date; (ii) computed as if the rider were added to the Contract after issue and after the increase; and (iii) based on the Maximum Base and percentages in effect on the original rider date. However, we may permit the surviving spouse to elect to use the then-current Maximum Base and percentages in the benefit calculation.

Continuation After Death — Not a Spouse

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allocate the benefit to the Liquid Assets subaccount, or its successor. The earnings multiplier benefit rider then terminates, whether or not a benefit was payable under the terms of the rider.

Required Distributions Upon Contract Owner’s Death

We will not allow any payment of benefits provided under a non-qualified Contract which does not satisfy the requirements of Section 72(s) of the Tax Code.

If we do not receive an election from an owner’s beneficiary who is not a spouse within the 1-year period after the contract owner’s date of death, then we will pay the death benefit to the owner’s beneficiary in a cash payment within five years from the date of death. We will determine the death benefit as of the date we receive proof of death. Such cash payment will be in full settlement of all our liability under the Contract.

If a contract owner dies after the annuity start date, all of the contract owner’s rights granted under the Contract or allowed by us will pass to the contract owner’s beneficiary.

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Effect of ING LifePay and ING Joint LifePay Riders on Death Benefit

Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider - Death of Owner or Annuitant” for more information about the effect of the ING LifePay rider on the death benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING LifePay rider. Please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider – Death of Owner” for more information about the effect of the ING Joint LifePay rider on the death benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING Joint LifePay rider.

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THE ANNUITY OPTIONS

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Annuitization of Your Contract

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Our approval is needed for any option where:

The person named to receive payment is other than the contract owner or beneficiary;

The person named is not a natural person, such as a corporation; or

Any income payment would be less than the minimum annuity income payment allowed.

Selecting the Annuity Start Date

If you do not select an annuity start date, it will automatically begin in the month following the annuitant’s 90th birthday, or 10 years from the contract date, if later.

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reach age 70½ or, in some cases, retire. Distributions may be made through annuitization or withdrawals. You should consult a tax adviser for tax advice before investing.

Frequency of Annuity Payments

Beneficiary Rights

A beneficiary’s right to elect an annuity option or receive a lump sum may have been restricted by the contract owner. If so, such options will not be available to the beneficiary.

The Annuity Options

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Payment When Named Person Dies

When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and ING USA. The amounts we will pay are determined as follows:

For Option 3, no amounts are payable after both named persons have died.

For Option 4, the annuity option agreement will state the amount we will pay, if any.

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OTHER CONTRACT PROVISIONS

Reports to Contract Owners

Suspension of Payments

In Case of Errors in Your Application

Assigning the Contract as Collateral

Contract Changes — Applicable Tax Law

We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable federal tax law. We will give you advance notice of such changes.

Free Look

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good order. We determine your contract value at the close of business on the day we void your Contract. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you.

Special Arrangements

Selling the Contract

DSI pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. DSI has entered into a selling agreement with Morgan Stanley Dean Witter (“Morgan Stanley”) to sell the Contracts through its registered representative. Morgan Stanley and other selling firms may receive commissions of up to 9.0% of premium payments. In addition, Morgan Stanley and other selling firms may receive ongoing annual compensation of up to 1.25% 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 the firm’s practices. Commissions and annual compensation, when combined, could exceed 9.0% 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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Marketing allowances;

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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.

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

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.

OTHER INFORMATION

Voting Rights

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votes. We will determine the number of shares you can instruct us to vote 180 days or less before a Trust shareholder meeting. We will ask you for voting instructions by mail at least 10 days before the meeting. If we do not receive your instructions in time, we will vote the shares in the same proportion as the instructions received from all Contracts in that subaccount. We will also vote shares we hold in Separate Account B which are not attributable to contract owners in the same proportion.

State Regulation

Legal Proceedings

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

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FEDERAL TAX CONSIDERATIONS

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.

Types of Contracts: Non-Qualified or Qualified

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Taxation of Non-Qualified Contracts

Taxation Prior to Distribution

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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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Taxation of Distributions

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General. When a withdrawal from a non-qualified Contract occurs (including amounts paid to you under the ING LifePay and ING Joint LifePay riders while in Guaranteed Withdrawal Status), 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 living benefits provided under riders to the Contract, i.e., the ING LifePay, ING Joint LifePay and MGIB riders, as well as 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. We currently treat amounts paid to you under the ING LifePay or ING Joint LifePay riders while in Lifetime Automatic Periodic Benefit Status as annuity payments rather than withdrawals. See “Taxation of Annuity Payments” below.

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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.

•

made on or after the taxpayer reaches age 59½

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made on or after the death of a contract owner;

•

attributable to the taxpayer’s becoming disabled; or

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

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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;

•

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

•

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

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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Taxation of Qualified Contracts

General

Distributions – General

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 charges 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.

Direct Rollovers

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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).

Corporate and Self-Employed Pension and Profit Sharing Plans

Individual Retirement Annuities – General

Individual Retirement Annuities – Distributions

All distributions from a traditional IRA are taxed as received unless either one of the following is true:

•

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

•

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

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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

•

Distribution amounts.

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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 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.

•

Over the life of the designated beneficiary; or

•

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:

•

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

•

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

Roth IRAs – General

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.

Roth IRAs – Distributions

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

•

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.

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Tax Sheltered Annuities – General

Tax Sheltered Annuities – Loans

Any outstanding loan balance impacts the following:

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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.

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Riders:

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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 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.

Tax Consequences of Enhanced Death Benefit

Other Tax Consequences

Possible Changes in Taxation

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

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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.

Federal Income Tax Withholding

Assignments

Taxation of 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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STATEMENT OF ADDITIONAL INFORMATION

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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
Published Ratings	2
Accumulation Unit Value	2
Performance Information	2
Other Information	3
Financial Statements of ING USA Annuity and Life Insurance Company	4
Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company	4

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_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B.

Please Print or Type:

__________________________________________________

Name

__________________________________________________

Social Security Number

__________________________________________________

Street Address

__________________________________________________

City, State, Zip

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APPENDIX A

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 1.65%


	2005	2004
AIM V.I. LEISURE FUND
(Fund first available during May 2004)
Value at beginning of period	$11.89	$10.66
Value at end of period	$11.55	$11.89
Number of accumulation units outstanding at end of period	507,068	542,920
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2004)
Value at beginning of period	$16.67	$13.83
Value at end of period	$17.29	$16.67
Number of accumulation units outstanding at end of period	2,694,431	1,745,035
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.79
Value at end of period	$12.38
Number of accumulation units outstanding at end of period	2,071,944
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$9.98
Value at end of period	$11.34	$10.92
Number of accumulation units outstanding at end of period	2,083,613	1,820,927
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.39	$8.28
Value at end of period	$8.71	$8.39
Number of accumulation units outstanding at end of period	1,996,818	2,221,606
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$20.13	$17.15
Value at end of period	$21.12	$20.13
Number of accumulation units outstanding at end of period	65,993	44,723

CFI 1

Condensed Financial Information (continued)



	2005	2004
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.86	$10.98
Value at end of period	$12.28	$11.86
Number of accumulation units outstanding at end of period	8,805,371	5,275,914
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.85	$10.76
Value at end of period	$13.47	$11.85
Number of accumulation units outstanding at end of period	12,968,062	7,574,705
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.54	$11.61
Value at end of period	$16.11	$13.54
Number of accumulation units outstanding at end of period	4,950,832	2,513,020
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.97
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	966,411
ING CAPITAL GUARDIAN SMALL/MID CAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.14	$13.40
Value at end of period	$13.75	$14.14
Number of accumulation units outstanding at end of period	74,847	60,826
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.76	$13.76
Value at end of period	$15.41	$14.76
Number of accumulation units outstanding at end of period	66,339	41,137
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	43,804
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.35	$11.83
Value at end of period	$13.15	$13.35
Number of accumulation units outstanding at end of period	5,366	3,261
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.88	$9.95

CFI 2

Value at end of period	$10.74	$9.88
Number of accumulation units outstanding at end of period	1,302,047	27,444

CFI 3

Condensed Financial Information (continued)




	2005	2004
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.46	$10.00
Value at end of period	$10.68	$10.46
Number of accumulation units outstanding at end of period	9,303	3,039
ING FMR^SM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2000)
Value at beginning of period	$15.12	$12.42
Value at end of period	$17.37	$15.12
Number of accumulation units outstanding at end of period	236,651	70,293
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.13
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	17,593
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$15.35	$14.70
Value at end of period	$20.77	$15.35
Number of accumulation units outstanding at end of period	130,772	59,042
ING GOLDMAN SACHS TOLLKEEPER^SM PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$15.78	$14.41
Value at end of period	$15.79	$15.78
Number of accumulation units outstanding at end of period	36,127	22,952
ING INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.24	$12.43
Value at end of period	$15.45	$14.24
Number of accumulation units outstanding at end of period	69,266	54,647
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$16.36	$14.22
Value at end of period	$18.56	$16.36
Number of accumulation units outstanding at end of period	45,371	28,831
ING JPMORGAN EMERGING MARKETS PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$16.15	$13.96
Value at end of period	$21.37	$16.15
Number of accumulation units outstanding at end of period	113,016	40,817
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.85	$11.86
Value at end of period	$14.95	$13.85
Number of accumulation units outstanding at end of period	741,906	566,780

CFI 4

Condensed Financial Information (continued)



	2005	2004
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$15.44	$12.48
Value at end of period	$15.73	$15.44
Number of accumulation units outstanding at end of period	332,761	182,314
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.10
Value at end of period	$10.61
Number of accumulation units outstanding at end of period	19,384
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.54	$12.55
Value at end of period	$16.46	$14.54
Number of accumulation units outstanding at end of period	397,395	124,513
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.07	$11.69
Value at end of period	$13.60	$13.07
Number of accumulation units outstanding at end of period	278,934	129,180
ING LIQUID ASSETS PORTFOLIO
(Fund first available during September 2002)
Value at beginning of period	$9.79	$9.88
Value at end of period	$9.88	$9.79
Number of accumulation units outstanding at end of period	104,561	125,735
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.57	$12.57
Value at end of period	$14.07	$13.57
Number of accumulation units outstanding at end of period	60,758	33,816
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.08	$12.74
Value at end of period	$15.05	$14.08
Number of accumulation units outstanding at end of period	185,623	98,569
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	$12.40
Number of accumulation units outstanding at end of period	888,379
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.36	$13.10
Value at end of period	$14.84	$14.36
Number of accumulation units outstanding at end of period	58,686	37,780

CFI 5

CFI 6

Condensed Financial Information (continued)



	2005	2004
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$15.07	$13.34
Value at end of period	$15.26	$15.07
Number of accumulation units outstanding at end of period	124,705	81,087
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.55	$11.49
Value at end of period	$12.67	$12.55
Number of accumulation units outstanding at end of period	467,728	302,039
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	$11.38
Number of accumulation units outstanding at end of period	1,195,134
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.93
Value at end of period	$12.17
Number of accumulation units outstanding at end of period	344,200
ING OPPENHEIMER MAIN STREET PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.16	$11.88
Value at end of period	$13.67	$13.16
Number of accumulation units outstanding at end of period	25,467	7,016
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.86	$10.53
Value at end of period	$10.92	$10.86
Number of accumulation units outstanding at end of period	461,550	276,747
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.80
Value at end of period	$11.08
Number of accumulation units outstanding at end of period	4,678,798
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	835,053
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.88
Number of accumulation units outstanding at end of period	6,591,837

CFI 7

CFI 8

Condensed Financial Information (continued)



	2005	2004
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.63
Value at end of period	$12.72
Number of accumulation units outstanding at end of period	1,579,345
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.76	$13.00
Value at end of period	$14.13	$13.76
Number of accumulation units outstanding at end of period	225,108	130,300
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.93	$13.72
Value at end of period	$16.12	$14.93
Number of accumulation units outstanding at end of period	60,246	21,795
ING T. ROWE PRICE CAPITAL APPRECIATION
(Fund first available during May 2004)
Value at beginning of period	$14.08	$12.29
Value at end of period	$14.90	$14.08
Number of accumulation units outstanding at end of period	756,668	331,091
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.62	$12.08
Value at end of period	$13.90	$13.62
Number of accumulation units outstanding at end of period	305,605	178,104
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.37	$11.35
Value at end of period	$12.94	$12.37
Number of accumulation units outstanding at end of period	30,350	16,904
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.15
Value at end of period	$11.96
Number of accumulation units outstanding at end of period	45,256
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.13	$10.57
Value at end of period	$12.35	$12.13
Number of accumulation units outstanding at end of period	1,620,818	668,782
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$10.84

CFI 9

Number of accumulation units outstanding at end of period

369,153

CFI 10

Condensed Financial Information (continued)



	2005	2004
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.33	$11.71
Value at end of period	$13.94	$12.33
Number of accumulation units outstanding at end of period	95,329	87,239
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.04	$11.78
Value at end of period	$14.26	$13.04
Number of accumulation units outstanding at end of period	689,970	380,491
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.77	$12.29
Value at end of period	$14.88	$13.77
Number of accumulation units outstanding at end of period	405,623	291,624
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$17.58	$12.99
Value at end of period	$20.16	$17.58
Number of accumulation units outstanding at end of period	196,329	93,479
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.08	$10.03
Value at end of period	$11.72	$11.08
Number of accumulation units outstanding at end of period	515,129	120,279
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.07	$6.57
Value at end of period	$7.26	$7.07
Number of accumulation units outstanding at end of period	643,892	521,142
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.67	$8.92
Value at end of period	$10.01	$9.67
Number of accumulation units outstanding at end of period	1,717,454	1,211,622
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.92	$9.49
Value at end of period	$11.91	$10.92
Number of accumulation units outstanding at end of period	1,374,933	505,878
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.33	$9.39
Value at end of period	$11.96	$11.33
Number of accumulation units outstanding at end of period	1,104,254	456,418

CFI 11

CFI 12

Condensed Financial Information (continued)



	2005	2004
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.40	$11.08
Value at end of period	$11.54	$11.40
Number of accumulation units outstanding at end of period	3,017,046	1,881,640
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.45	$7.09
Value at end of period	$8.07	$7.45
Number of accumulation units outstanding at end of period	307,954	316,589
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.77	$6.26
Value at end of period	$7.25	$6.77
Number of accumulation units outstanding at end of period	1,407,649	1,295,970
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.69
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	175,994
ING WELLS FARGO MID CAP DISCIPLINED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.88	$12.55
Value at end of period	$14.43	$13.88
Number of accumulation units outstanding at end of period	24,620	15,648
PROFUND VP BULL
(Fund first available during May 2004)
Value at beginning of period	$8.78	$8.20
Value at end of period	$8.87	$8.78
Number of accumulation units outstanding at end of period	276,280	391,752
PROFUND VP EUROPE 30
(Fund first available during May 2004)
Value at beginning of period	$9.24	$8.22
Value at end of period	$9.83	$9.24
Number of accumulation units outstanding at end of period	204,701	236,069
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2004)
Value at beginning of period	$8.20	$9.36
Value at end of period	$7.43	$8.20
Number of accumulation units outstanding at end of period	692,648	737,507
PROFUND VP SMALL CAP
(Fund first available during May 2004)
Value at beginning of period	$11.58	$10.08
Value at end of period	$11.71	$11.58
Number of accumulation units outstanding at end of period	773,522	702,471

CFI 13

CFI 14

CONDENSED FINANCIAL INFORMATION


Separate Account Annual Charges of 1.90%


	2005	2004
AIM V.I. LEISURE FUND
(Fund first available during May 2004)
Value at beginning of period	$11.81	$10.62
Value at end of period	$11.45	$11.81
Number of accumulation units outstanding at end of period	615,019	668,459
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2004)
Value at beginning of period	$16.60	$13.80
Value at end of period	$17.17	$16.60
Number of accumulation units outstanding at end of period	2,978,691	2,732,107
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.24
Value at end of period	$11.93
Number of accumulation units outstanding at end of period	1,295,394
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.82	$9.92
Value at end of period	$11.21	$10.82
Number of accumulation units outstanding at end of period	3,041,475	3,034,707
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.32	$8.22
Value at end of period	$8.61	$8.32
Number of accumulation units outstanding at end of period	3,791,710	4,872,159
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.80	$8.95
Value at end of period	$11.30	$10.80
Number of accumulation units outstanding at end of period	60,934	43,094
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.82	$10.97
Value at end of period	$12.21	$11.82
Number of accumulation units outstanding at end of period	11,024,052	9,395,072
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.81	$10.75
Value at end of period	$13.39	$11.81
Number of accumulation units outstanding at end of period	14,220,295	12,085,363

CFI 15

Condensed Financial Information (continued)



	2005	2004
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.50	$11.60
Value at end of period	$16.01	$13.50
Number of accumulation units outstanding at end of period	4,904,188	3,432,847
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	390,338
ING CAPITAL GUARDIAN SMALL/MID CAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.23	$8.86
Value at end of period	$9.92	$10.23
Number of accumulation units outstanding at end of period	11,288	4,446
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.49	$9.71
Value at end of period	$10.93	$10.49
Number of accumulation units outstanding at end of period	3,679	1,061
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	5,264
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.90
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	1,390
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.86	$9.65
Value at end of period	$10.69	$9.86
Number of accumulation units outstanding at end of period	2,164,815	8,274
ING FMR^SM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2000)
Value at beginning of period	$11.84	$9.19
Value at end of period	$13.56	$11.84
Number of accumulation units outstanding at end of period	65,428	12,827
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.00
Value at end of period	$10.97

CFI 16

Number of accumulation units outstanding at end of period

369

CFI 17

Condensed Financial Information (continued)



	2005	2004
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.56	$9.14
Value at end of period	$14.25	$10.56
Number of accumulation units outstanding at end of period	51,315	9,382
ING GOLDMAN SACHS TOLLKEEPER^SM PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.18	$9.95
Value at end of period	$11.16	$11.18
Number of accumulation units outstanding at end of period	4,852	2,538
ING INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.39	$10.10
Value at end of period	$12.33	$11.39
Number of accumulation units outstanding at end of period	15,299	11,250
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.33	$9.71
Value at end of period	$12.83	$11.33
Number of accumulation units outstanding at end of period	6,689	1,106
ING JPMORGAN EMERGING MARKETS PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.12	$8.74
Value at end of period	$14.67	$11.12
Number of accumulation units outstanding at end of period	43,562	24,589
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.80	$11.85
Value at end of period	$14.86	$13.80
Number of accumulation units outstanding at end of period	772,618	725,812
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.95	$10.05
Value at end of period	$12.14	$11.95
Number of accumulation units outstanding at end of period	111,860	63,710
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.29
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	2,541
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.48	$10.02
Value at end of period	$12.97	$11.48
Number of accumulation units outstanding at end of period	55,606	26,484

CFI 18

CFI 19

Condensed Financial Information (continued)



	2005	2004
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.17	$9.68
Value at end of period	$11.59	$11.17
Number of accumulation units outstanding at end of period	81,163	15,238
ING LIQUID ASSETS PORTFOLIO
(Fund first available during September 2002)
Value at beginning of period	$9.91	$9.97
Value at end of period	$9.98	$9.91
Number of accumulation units outstanding at end of period	23,704	18,806
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.48	$9.45
Value at end of period	$10.83	$10.48
Number of accumulation units outstanding at end of period	5,846	3,057
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.00	$9.42
Value at end of period	$11.73	$11.00
Number of accumulation units outstanding at end of period	41,668	15,759
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	1,569,304
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.65	$10.28
Value at end of period	$10.98	$10.65
Number of accumulation units outstanding at end of period	2,915	812
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.82	$9.72
Value at end of period	$10.92	$10.82
Number of accumulation units outstanding at end of period	51,547	36,305
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.71	$9.66
Value at end of period	$10.79	$10.71
Number of accumulation units outstanding at end of period	112,693	31,002
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	$11.36
Number of accumulation units outstanding at end of period	2,039,373

CFI 20

CFI 21

Condensed Financial Information (continued)



	2005	2004
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.92
Number of accumulation units outstanding at end of period	233,709
ING OPPENHEIMER MAIN STREET PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.74	$9.81
Value at end of period	$11.13	$10.74
Number of accumulation units outstanding at end of period	6,136	3,946
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.05	$9.64
Value at end of period	$10.08	$10.05
Number of accumulation units outstanding at end of period	88,605	39,407
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78
Value at end of period	$11.04
Number of accumulation units outstanding at end of period	7,071,207
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	1,221,056
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	8,389,895
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.59
Value at end of period	$12.64
Number of accumulation units outstanding at end of period	2,097,685
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.32	$9.84
Value at end of period	$10.57	$10.32
Number of accumulation units outstanding at end of period	52,409	19,300

CFI 22

Condensed Financial Information (continued)



	2005	2004
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.72	$9.92
Value at end of period	$11.55	$10.72
Number of accumulation units outstanding at end of period	13,486	6,885
ING T. ROWE PRICE CAPITAL APPRECIATION
(Fund first available during May 2004)
Value at beginning of period	$11.26	$10.04
Value at end of period	$11.88	$11.26
Number of accumulation units outstanding at end of period	185,198	82,031
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.14	$9.86
Value at end of period	$11.34	$11.14
Number of accumulation units outstanding at end of period	68,462	19,512
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.69
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	2,562
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.15
Number of accumulation units outstanding at end of period	31,306
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.22	$9.73
Value at end of period	$11.39	$11.22
Number of accumulation units outstanding at end of period	460,029	177,317
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	224,811
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.57	$9.86
Value at end of period	$11.93	$10.57
Number of accumulation units outstanding at end of period	31,175	8,019
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.90	$10.31
Value at end of period	$11.89	$10.90
Number of accumulation units outstanding at end of period	73,749	37,282

CFI 23

CFI 24

Condensed Financial Information (continued)



	2005	2004
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.03	$9.91
Value at end of period	$11.89	$11.03
Number of accumulation units outstanding at end of period	41,287	24,891
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.62	$9.17
Value at end of period	$14.44	$12.62
Number of accumulation units outstanding at end of period	38,674	17,421
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.06	$10.03
Value at end of period	$11.68	$11.06
Number of accumulation units outstanding at end of period	950,476	212,751
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.99	$6.51
Value at end of period	$7.15	$6.99
Number of accumulation units outstanding at end of period	1,422,322	1,550,262
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.59	$8.87
Value at end of period	$9.89	$9.59
Number of accumulation units outstanding at end of period	2,196,981	1,954,792
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.23	$9.66
Value at end of period	$12.21	$11.23
Number of accumulation units outstanding at end of period	1,171,751	770,708
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.68	$9.52
Value at end of period	$12.30	$11.68
Number of accumulation units outstanding at end of period	1,018,543	711,336
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.32	$11.04
Value at end of period	$11.43	$11.32
Number of accumulation units outstanding at end of period	3,012,575	2,895,223
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.38	$7.04
Value at end of period	$7.97	$7.38
Number of accumulation units outstanding at end of period	719,740	814,033

CFI 25

CFI 26

Condensed Financial Information (continued)



	2005	2004
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.71	$6.22
Value at end of period	$7.16	$6.71
Number of accumulation units outstanding at end of period	2,509,631	2,585,684
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	302,326
ING WELLS FARGO MID CAP DISCIPLINED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.89	$9.95
Value at end of period	$11.29	$10.89
Number of accumulation units outstanding at end of period	4,877	1,954
PROFUND VP BULL
(Fund first available during May 2004)
Value at beginning of period	$8.70	$8.15
Value at end of period	$8.76	$8.70
Number of accumulation units outstanding at end of period	1,504,578	1,940,698
PROFUND VP EUROPE 30
(Fund first available during May 2004)
Value at beginning of period	$9.16	$8.17
Value at end of period	$9.71	$9.16
Number of accumulation units outstanding at end of period	593,071	557,626
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2004)
Value at beginning of period	$8.17	$9.35
Value at end of period	$7.39	$8.17
Number of accumulation units outstanding at end of period	889,752	1,007,799
PROFUND VP SMALL CAP
(Fund first available during May 2004)
Value at beginning of period	$11.47	$10.01
Value at end of period	$11.57	$11.47
Number of accumulation units outstanding at end of period	1,611,013	1,815,670

CFI 27

CONDENSED FINANCIAL INFORMATION


Separate Account Annual Charges of 1.95%


	2005	2004
AIM V.I. LEISURE FUND
(Fund first available during May 2004)
Value at beginning of period	$11.79	$10.61
Value at end of period	$11.43	$11.79
Number of accumulation units outstanding at end of period	110,857	5,645
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2004)
Value at beginning of period	$16.58	$13.80
Value at end of period	$17.15	$16.58
Number of accumulation units outstanding at end of period	649,073	23,095
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.18
Value at end of period	$13.93
Number of accumulation units outstanding at end of period	1,009,027
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.80	$9.91
Value at end of period	$11.18	$10.80
Number of accumulation units outstanding at end of period	547,233	125,507
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.31	$8.21
Value at end of period	$8.59	$8.31
Number of accumulation units outstanding at end of period	205,825	97,366
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.00
Value at end of period	$11.29
Number of accumulation units outstanding at end of period	143,830
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.81	$10.97
Value at end of period	$12.19	$11.81
Number of accumulation units outstanding at end of period	4,607,966	348,070
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.80	$10.75
Value at end of period	$13.37	$11.80
Number of accumulation units outstanding at end of period	5,632,392	362,211

CFI 28

Condensed Financial Information (continued)



	2005	2004
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.49	$11.60
Value at end of period	$16.00	$13.49
Number of accumulation units outstanding at end of period	1,757,275	161,298
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	$10.96
Number of accumulation units outstanding at end of period	315,123
ING CAPITAL GUARDIAN SMALL/MID CAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.72
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	50,407
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.08
Value at end of period	$10.92
Number of accumulation units outstanding at end of period	40,940
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.02
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	958
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.99
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	9,999
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.87
Value at end of period	$10.68
Number of accumulation units outstanding at end of period	345,203
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.99
Value at end of period	$10.62
Number of accumulation units outstanding at end of period	17,980
ING FMR^SM DIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$12.26
Value at end of period	$13.54

CFI 29

Number of accumulation units outstanding at end of period

158,720

CFI 30

Condensed Financial Information (continued)



	2005	2004
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.54
Value at end of period	$10.48
Number of accumulation units outstanding at end of period	522
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.46
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	5,428
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.41
Value at end of period	$14.24
Number of accumulation units outstanding at end of period	134,472
ING GOLDMAN SACHS TOLLKEEPER^SM PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.58
Value at end of period	$11.15
Number of accumulation units outstanding at end of period	50,589
ING INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$11.11
Value at end of period	$12.32
Number of accumulation units outstanding at end of period	8,898
ING JANUS CONTRARIAN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.83
Value at end of period	$12.82
Number of accumulation units outstanding at end of period	31,913
ING JPMORGAN EMERGING MARKETS PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.83
Value at end of period	$14.66
Number of accumulation units outstanding at end of period	172,959
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.79	$11.85
Value at end of period	$14.85	$13.79
Number of accumulation units outstanding at end of period	416,050	24,195
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$11.35
Value at end of period	$12.13
Number of accumulation units outstanding at end of period	315,498

CFI 31

CFI 32

Condensed Financial Information (continued)



	2005	2004
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.26
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	19,745
ING JULIUS BAER FOREIGN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$11.04
Value at end of period	$12.96
Number of accumulation units outstanding at end of period	346,998
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.60
Value at end of period	$11.58
Number of accumulation units outstanding at end of period	229,198
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.91
Value at end of period	$9.97
Number of accumulation units outstanding at end of period	161,640
ING LORD ABBETT AFFILIATED PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.40
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	17,453
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.00
Value at end of period	$9.95
Number of accumulation units outstanding at end of period	1,951
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.78
Value at end of period	$11.72
Number of accumulation units outstanding at end of period	178,213
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	202,215
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.51
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	31,640

CFI 33

CFI 34

Condensed Financial Information (continued)



	2005	2004
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.49
Value at end of period	$10.91
Number of accumulation units outstanding at end of period	70,498
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.58
Value at end of period	$10.78
Number of accumulation units outstanding at end of period	411,264
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	371,810
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.07
Value at end of period	$13.41
Number of accumulation units outstanding at end of period	130,621
ING OPPENHEIMER MAIN STREET PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.39
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	45,800
ING PIMCO CORE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.04
Value at end of period	$10.07
Number of accumulation units outstanding at end of period	181,387
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78
Value at end of period	$11.03
Number of accumulation units outstanding at end of period	773,925
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	130,333
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	1,259,567

CFI 35

CFI 36

Condensed Financial Information (continued)



	2005	2004
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.58	$10.79
Value at end of period	$12.63	$11.58
Number of accumulation units outstanding at end of period	340,322	59,803
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.97
Value at end of period	$10.56
Number of accumulation units outstanding at end of period	151,808
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.74
Value at end of period	$11.54
Number of accumulation units outstanding at end of period	24,652
ING T. ROWE PRICE CAPITAL APPRECIATION
(Funds were first received in this option during January 2005)
Value at beginning of period	$11.09
Value at end of period	$11.87
Number of accumulation units outstanding at end of period	629,093
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$11.00
Value at end of period	$11.33
Number of accumulation units outstanding at end of period	149,598
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.62
Value at end of period	$11.21
Number of accumulation units outstanding at end of period	32,023
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.13
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	25,931
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.03	$10.51
Value at end of period	$12.21	$12.03
Number of accumulation units outstanding at end of period	1,051,435	95,582
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.82

CFI 37

Number of accumulation units outstanding at end of period

245,919

CFI 38

Condensed Financial Information (continued)



	2005	2004
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.38
Value at end of period	$11.92
Number of accumulation units outstanding at end of period	49,491
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.69
Value at end of period	$11.88
Number of accumulation units outstanding at end of period	604,282
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.78
Value at end of period	$11.88
Number of accumulation units outstanding at end of period	291,244
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$11.99
Value at end of period	$14.42
Number of accumulation units outstanding at end of period	181,172
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.06	$10.08
Value at end of period	$11.67	$11.06
Number of accumulation units outstanding at end of period	123,785	9,493
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.97	$6.50
Value at end of period	$7.13	$6.97
Number of accumulation units outstanding at end of period	119,498	8,288
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.57	$8.86
Value at end of period	$9.87	$9.57
Number of accumulation units outstanding at end of period	747,104	156,482
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.54	$10.99
Value at end of period	$13.63	$12.54
Number of accumulation units outstanding at end of period	636,374	128,177
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.59	$11.38
Value at end of period	$14.30	$13.59
Number of accumulation units outstanding at end of period	487,498	105,870

CFI 39

CFI 40

Condensed Financial Information (continued)



	2005	2004
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.31	$11.15
Value at end of period	$11.41	$11.31
Number of accumulation units outstanding at end of period	464,500	9,453
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.36	$7.03
Value at end of period	$7.95	$7.36
Number of accumulation units outstanding at end of period	45,902	12,026
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.70	$6.21
Value at end of period	$7.15	$6.70
Number of accumulation units outstanding at end of period	160,035	15,222
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$8.55
Value at end of period	$8.95
Number of accumulation units outstanding at end of period	54,685
ING WELLS FARGO MID CAP DISCIPLINED PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.40
Value at end of period	$11.28
Number of accumulation units outstanding at end of period	9,131
PROFUND VP BULL
(Fund first available during May 2004)
Value at beginning of period	$8.68	$8.13
Value at end of period	$8.74	$8.68
Number of accumulation units outstanding at end of period	45,665	3,195
PROFUND VP EUROPE 30
(Fund first available during May 2004)
Value at beginning of period	$9.14	$8.15
Value at end of period	$9.69	$9.14
Number of accumulation units outstanding at end of period	97,624	25,549
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2004)
Value at beginning of period	$8.17	$9.35
Value at end of period	$7.38	$8.17
Number of accumulation units outstanding at end of period	137,057	28,211
PROFUND VP SMALL CAP
(Fund first available during May 2004)
Value at beginning of period	$11.45	$10.00
Value at end of period	$11.54	$11.45
Number of accumulation units outstanding at end of period	103,117	45,553

CFI 41

CFI 42

CONDENSED FINANCIAL INFORMATION


Separate Account Annual Charges of 2.05%


	2005
AIM V.I. LEISURE FUND
(Fund first available during May 2004)
Value at beginning of period	$11.76
Value at end of period	$11.38
Number of accumulation units outstanding at end of period	21,425
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2004)
Value at beginning of period	$16.55
Value at end of period	$17.10
Number of accumulation units outstanding at end of period	83,117
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	139,672
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	65,481
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.28
Value at end of period	$8.55
Number of accumulation units outstanding at end of period	91,739
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.79
Value at end of period	$12.16
Number of accumulation units outstanding at end of period	262,054
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.78
Value at end of period	$13.34
Number of accumulation units outstanding at end of period	429,580
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.47
Value at end of period	$15.96
Number of accumulation units outstanding at end of period	175,500
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)

CFI 43

Value at beginning of period	$10.54
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	28,826

Condensed Financial Information (continued)



	2005
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.86
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	72,870
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.77
Value at end of period	$14.81
Number of accumulation units outstanding at end of period	17,074
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	$12.36
Number of accumulation units outstanding at end of period	66,405
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	47,517
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.07
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	5,238
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	322,694
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.39
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	16,767
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.85
Number of accumulation units outstanding at end of period	179,199
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.57
Value at end of period	$12.60
Number of accumulation units outstanding at end of period	37,839

Condensed Financial Information (continued)



	2005
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.41
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	2,234
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.96
Value at end of period	$10.33
Number of accumulation units outstanding at end of period	22,496
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	10,121
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.05
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	51,982
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.94
Value at end of period	$7.09
Number of accumulation units outstanding at end of period	30,525
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.54
Value at end of period	$9.83
Number of accumulation units outstanding at end of period	59,562
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21
Value at end of period	$12.18
Number of accumulation units outstanding at end of period	24,685
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.67
Value at end of period	$12.27
Number of accumulation units outstanding at end of period	23,752
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.28
Value at end of period	$11.37
Number of accumulation units outstanding at end of period	137,729

Condensed Financial Information (continued)



	2005
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.34
Value at end of period	$7.92
Number of accumulation units outstanding at end of period	18,986
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.67
Value at end of period	$7.11
Number of accumulation units outstanding at end of period	48,883
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	12,876
PROFUND VP BULL
(Fund first available during May 2004)
Value at beginning of period	$8.65
Value at end of period	$8.70
Number of accumulation units outstanding at end of period	162,383
PROFUND VP EUROPE 30
(Fund first available during May 2004)
Value at beginning of period	$9.11
Value at end of period	$9.64
Number of accumulation units outstanding at end of period	182,452
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2004)
Value at beginning of period	$8.16
Value at end of period	$7.36
Number of accumulation units outstanding at end of period	36,061
PROFUND VP SMALL CAP
(Fund first available during May 2004)
Value at beginning of period	$11.40
Value at end of period	$11.48
Number of accumulation units outstanding at end of period	146,069

CONDENSED FINANCIAL INFORMATION


Separate Account Annual Charges of 2.10%


	2005	2004
AIM V.I. LEISURE FUND
(Fund first available during May 2004)
Value at beginning of period	$11.74	$10.58
Value at end of period	$11.36	$11.74
Number of accumulation units outstanding at end of period	361,104	277,954
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2004)
Value at beginning of period	$16.54	$13.79
Value at end of period	$17.08	$16.54
Number of accumulation units outstanding at end of period	1,937,118	1,261,075
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.08
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	1,246,096
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.75	$9.87
Value at end of period	$11.11	$10.75
Number of accumulation units outstanding at end of period	1,696,648	1,289,231
FIDELITY^® VIP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.26	$8.18
Value at end of period	$8.53	$8.26
Number of accumulation units outstanding at end of period	1,372,717	1,683,849
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78	$9.38
Value at end of period	$11.26	$10.78
Number of accumulation units outstanding at end of period	52,097	47,199
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.78	$10.96
Value at end of period	$12.15	$11.78
Number of accumulation units outstanding at end of period	9,007,689	5,253,841
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.77	$10.75
Value at end of period	$13.33	$11.77
Number of accumulation units outstanding at end of period	11,750,244	6,721,770

Condensed Financial Information (continued)



	2005	2004
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.46	$11.59
Value at end of period	$15.94	$13.46
Number of accumulation units outstanding at end of period	3,995,243	2,085,943
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	494,888
ING CAPITAL GUARDIAN SMALL/MID CAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.22	$9.19
Value at end of period	$9.88	$10.22
Number of accumulation units outstanding at end of period	47,953	68,769
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.48	$9.83
Value at end of period	$10.89	$10.48
Number of accumulation units outstanding at end of period	35,364	37,767
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.06
Value at end of period	$9.90
Number of accumulation units outstanding at end of period	12,016
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.85	$9.95
Value at end of period	$10.66	$9.85
Number of accumulation units outstanding at end of period	1,264,818	76,627
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.43	$9.77
Value at end of period	$10.60	$10.43
Number of accumulation units outstanding at end of period	9,592	9,147
ING FMR^SM DIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2000)
Value at beginning of period	$11.82	$9.74
Value at end of period	$13.51	$11.82
Number of accumulation units outstanding at end of period	138,526	82,046
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.33
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	7,656

Condensed Financial Information (continued)



	2005	2004
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.54	$9.32
Value at end of period	$14.20	$10.54
Number of accumulation units outstanding at end of period	80,382	65,206
ING GOLDMAN SACHS TOLLKEEPER^SM PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.16	$9.83
Value at end of period	$11.12	$11.16
Number of accumulation units outstanding at end of period	22,560	22,610
ING INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.37	$9.59
Value at end of period	$12.28	$11.37
Number of accumulation units outstanding at end of period	42,567	39,469
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.31	$9.98
Value at end of period	$12.78	$11.31
Number of accumulation units outstanding at end of period	8,066	6,621
ING JPMORGAN EMERGING MARKETS PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.10	$9.54
Value at end of period	$14.62	$11.10
Number of accumulation units outstanding at end of period	52,521	39,083
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.76	$11.85
Value at end of period	$14.79	$13.76
Number of accumulation units outstanding at end of period	598,029	333,308
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.93	$10.05
Value at end of period	$12.09	$11.93
Number of accumulation units outstanding at end of period	275,748	236,815
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$10.58
Number of accumulation units outstanding at end of period	980
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.47	$10.02
Value at end of period	$12.92	$11.47
Number of accumulation units outstanding at end of period	180,499	154,023

Condensed Financial Information (continued)



	2005	2004
ING LEGG MASON VALUE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.15	$9.95
Value at end of period	$11.55	$11.15
Number of accumulation units outstanding at end of period	153,853	123,329
ING LIQUID ASSETS PORTFOLIO
(Fund first available during September 2002)
Value at beginning of period	$9.90	$9.98
Value at end of period	$9.94	$9.90
Number of accumulation units outstanding at end of period	27,598	66,142
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.46	$9.79
Value at end of period	$10.79	$10.46
Number of accumulation units outstanding at end of period	5,768	6,173
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.98	$9.83
Value at end of period	$11.69	$10.98
Number of accumulation units outstanding at end of period	63,497	47,683
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$12.36
Number of accumulation units outstanding at end of period	786,192
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.63	$9.66
Value at end of period	$10.94	$10.63
Number of accumulation units outstanding at end of period	5,717	5,738
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.80	$10.13
Value at end of period	$10.88	$10.80
Number of accumulation units outstanding at end of period	88,312	85,997
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.70	$9.85
Value at end of period	$10.75	$10.70
Number of accumulation units outstanding at end of period	261,120	217,818
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	$11.34
Number of accumulation units outstanding at end of period	1,287,256

Condensed Financial Information (continued)



	2005	2004
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	145,145
ING OPPENHEIMER MAIN STREET PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.73	$9.93
Value at end of period	$11.09	$10.73
Number of accumulation units outstanding at end of period	5,562	6,280
ING PIMCO CORE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.03	$9.69
Value at end of period	$10.05	$10.03
Number of accumulation units outstanding at end of period	225,035	208,861
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	2,858,639
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	434,680
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	$10.84
Number of accumulation units outstanding at end of period	4,290,104
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.56	$10.79
Value at end of period	$12.58	$11.56
Number of accumulation units outstanding at end of period	1,312,979	974,672
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.30	$9.75
Value at end of period	$10.54	$10.30
Number of accumulation units outstanding at end of period	145,905	135,761
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.71	$9.58
Value at end of period	$11.51	$10.71
Number of accumulation units outstanding at end of period	20,830	19,545

Condensed Financial Information (continued)



	2005	2004
ING T. ROWE PRICE CAPITAL APPRECIATION
(Fund first available during May 2004)
Value at beginning of period	$11.24	$10.03
Value at end of period	$11.84	$11.24
Number of accumulation units outstanding at end of period	384,163	340,181
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.12	$10.05
Value at end of period	$11.30	$11.12
Number of accumulation units outstanding at end of period	143,764	143,423
ING UBS U.S. ALLOCATION PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.73	$9.72
Value at end of period	$11.17	$10.73
Number of accumulation units outstanding at end of period	72,994	63,725
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.01
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	45,133
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.20	$10.05
Value at end of period	$11.35	$11.20
Number of accumulation units outstanding at end of period	725,244	569,053
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	239,827
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.55	$9.97
Value at end of period	$11.88	$10.55
Number of accumulation units outstanding at end of period	79,466	68,583
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.89	$10.30
Value at end of period	$11.85	$10.89
Number of accumulation units outstanding at end of period	365,852	316,736
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.01	$9.91
Value at end of period	$11.85	$11.01
Number of accumulation units outstanding at end of period	426,491	380,711

Condensed Financial Information (continued)



	2005	2004
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.60	$9.23
Value at end of period	$14.38	$12.60
Number of accumulation units outstanding at end of period	106,786	84,882
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.04	$10.03
Value at end of period	$11.64	$11.04
Number of accumulation units outstanding at end of period	499,793	172,681
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.92	$6.46
Value at end of period	$7.07	$6.92
Number of accumulation units outstanding at end of period	493,089	312,656
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.52	$8.82
Value at end of period	$9.80	$9.52
Number of accumulation units outstanding at end of period	1,457,388	689,799
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.21	$9.66
Value at end of period	$12.17	$11.21
Number of accumulation units outstanding at end of period	1,340,319	340,018
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.66	$9.61
Value at end of period	$12.26	$11.66
Number of accumulation units outstanding at end of period	1,166,092	333,675
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.26	$11.00
Value at end of period	$11.35	$11.26
Number of accumulation units outstanding at end of period	1,271,536	1,029,703
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.32	$7.00
Value at end of period	$7.90	$7.32
Number of accumulation units outstanding at end of period	235,557	215,454
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$6.66	$6.19
Value at end of period	$7.10	$6.66
Number of accumulation units outstanding at end of period	1,049,459	823,490

Condensed Financial Information (continued)



	2005	2004
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	67,750
ING WELLS FARGO MID CAP DISCIPLINED PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.87	$10.03
Value at end of period	$11.25	$10.87
Number of accumulation units outstanding at end of period	21,914	15,424
PROFUND VP BULL
(Fund first available during May 2004)
Value at beginning of period	$8.63	$8.10
Value at end of period	$8.68	$8.63
Number of accumulation units outstanding at end of period	226,832	278,604
PROFUND VP EUROPE 30
(Fund first available during May 2004)
Value at beginning of period	$9.09	$8.12
Value at end of period	$9.62	$9.09
Number of accumulation units outstanding at end of period	257,431	160,013
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2004)
Value at beginning of period	$8.15	$9.34
Value at end of period	$7.35	$8.15
Number of accumulation units outstanding at end of period	452,259	307,589
PROFUND VP SMALL CAP
(Fund first available during May 2004)
Value at beginning of period	$11.38	$9.96
Value at end of period	$11.46	$11.38
Number of accumulation units outstanding at end of period	504,296	453,800

CONDENSED FINANCIAL INFORMATION


Separate Account Annual Charges of 2.20%


	2005
AIM V.I. LEISURE FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$9.97
Number of accumulation units outstanding at end of period	58,365
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.76
Value at end of period	$10.61
Number of accumulation units outstanding at end of period	874,474
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	707,167
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.50
Number of accumulation units outstanding at end of period	324,508
FIDELITY^® VIP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.44
Number of accumulation units outstanding at end of period	69,320
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$9.39
Value at end of period	$10.58
Number of accumulation units outstanding at end of period	86,656
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.41
Number of accumulation units outstanding at end of period	3,139,407
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.00
Value at end of period	$11.57
Number of accumulation units outstanding at end of period	4,335,431

Condensed Financial Information (continued)



	2005
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.19
Value at end of period	$12.26
Number of accumulation units outstanding at end of period	1,887,611
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	231,708
ING CAPITAL GUARDIAN SMALL/MID CAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.47
Value at end of period	$10.00
Number of accumulation units outstanding at end of period	55,952
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.58
Value at end of period	$10.48
Number of accumulation units outstanding at end of period	24,545
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.90
Number of accumulation units outstanding at end of period	9,453
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.14
Value at end of period	$9.97
Number of accumulation units outstanding at end of period	58,473
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$9.98
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	263,578
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.66
Value at end of period	$10.22
Number of accumulation units outstanding at end of period	22,549
ING FMR^SM DIVERSIFIED MID CAP PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.67
Value at end of period	$11.76
Number of accumulation units outstanding at end of period	192,594

Condensed Financial Information (continued)



	2005
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$10.69
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	935
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.23
Value at end of period	$13.95
Number of accumulation units outstanding at end of period	99,724
ING GOLDMAN SACHS TOLLKEEPER^SM PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.15
Number of accumulation units outstanding at end of period	22,872
ING INTERNATIONAL PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.13
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	18,462
ING JANUS CONTRARIAN PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.05
Value at end of period	$11.57
Number of accumulation units outstanding at end of period	20,027
ING JPMORGAN EMERGING MARKETS PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.33
Value at end of period	$14.00
Number of accumulation units outstanding at end of period	120,978
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.97
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	254,297
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.35
Number of accumulation units outstanding at end of period	266,704
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.51
Value at end of period	$10.57
Number of accumulation units outstanding at end of period	8,608

Condensed Financial Information (continued)



	2005
ING JULIUS BAER FOREIGN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.17
Value at end of period	$11.79
Number of accumulation units outstanding at end of period	300,367
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.08
Value at end of period	$10.65
Number of accumulation units outstanding at end of period	251,045
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.00
Value at end of period	$10.03
Number of accumulation units outstanding at end of period	89,929
ING LORD ABBETT AFFILIATED PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.95
Value at end of period	$10.41
Number of accumulation units outstanding at end of period	6,298
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.09
Value at end of period	$9.95
Number of accumulation units outstanding at end of period	4,711
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.69
Value at end of period	$10.77
Number of accumulation units outstanding at end of period	127,554
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.35
Number of accumulation units outstanding at end of period	113,067
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.03
Value at end of period	$10.52
Number of accumulation units outstanding at end of period	9,360
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.71
Value at end of period	$10.26
Number of accumulation units outstanding at end of period	83,191

Condensed Financial Information (continued)



	2005
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.92
Value at end of period	$10.15
Number of accumulation units outstanding at end of period	363,650
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	$11.33
Number of accumulation units outstanding at end of period	256,994
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	91,536
ING OPPENHEIMER MAIN STREET PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.96
Value at end of period	$10.43
Number of accumulation units outstanding at end of period	25,771
ING PIMCO CORE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.00
Number of accumulation units outstanding at end of period	224,498
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.12
Value at end of period	$10.22
Number of accumulation units outstanding at end of period	514,000
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.26
Value at end of period	$10.92
Number of accumulation units outstanding at end of period	64,842
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.04
Value at end of period	$10.84
Number of accumulation units outstanding at end of period	1,254,077
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.80
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	299,177

Condensed Financial Information (continued)



	2005
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.70
Value at end of period	$10.36
Number of accumulation units outstanding at end of period	146,502
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.79
Value at end of period	$11.00
Number of accumulation units outstanding at end of period	25,318
ING T. ROWE PRICE CAPITAL APPRECIATION
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	872,957
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.86
Value at end of period	$10.34
Number of accumulation units outstanding at end of period	188,092
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.87
Value at end of period	$10.53
Number of accumulation units outstanding at end of period	49,454
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.01
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	18,417
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.31
Number of accumulation units outstanding at end of period	944,613
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.80
Number of accumulation units outstanding at end of period	164,473
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.65
Value at end of period	$11.41
Number of accumulation units outstanding at end of period	22,508

Condensed Financial Information (continued)



	2005
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$11.10
Number of accumulation units outstanding at end of period	417,482
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.03
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	373,567
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.48
Value at end of period	$11.64
Number of accumulation units outstanding at end of period	163,227
ING VP FINANCIAL SERVICES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.76
Value at end of period	$10.71
Number of accumulation units outstanding at end of period	121,968
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.14
Value at end of period	$10.38
Number of accumulation units outstanding at end of period	57,868
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.79
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	262,580
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.74
Value at end of period	$11.09
Number of accumulation units outstanding at end of period	399,715
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	317,416
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.02
Value at end of period	$10.06
Number of accumulation units outstanding at end of period	325,330

Condensed Financial Information (continued)



	2005
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	16,675
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.83
Value at end of period	$10.89
Number of accumulation units outstanding at end of period	164,649
ING WELLS FARGO MID CAP DISCIPLINED PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	16,606
PROFUND VP BULL
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.15
Number of accumulation units outstanding at end of period	20,852
PROFUND VP EUROPE 30
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.67
Value at end of period	$10.64
Number of accumulation units outstanding at end of period	51,656
PROFUND VP RISING RATES OPPORTUNITY
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.65
Value at end of period	$9.02
Number of accumulation units outstanding at end of period	122,680
PROFUND VP SMALL CAP
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.61
Value at end of period	$10.24
Number of accumulation units outstanding at end of period	109,333

CFI 44

APPENDIX B

The Investment Portfolios

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.

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List of Fund Name Changes
Former Fund Name	Current Fund Name
ING Goldman Sachs Tollkeeper^SM Portfolio	ING Global Technology Portfolio
ING JPMorgan Fleming International Portfolio	ING JPMorgan International Portfolio
ING MFS Mid Cap Growth Portfolio	ING FMR^SM Mid Cap Growth 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

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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

(Service 2)

Investment Adviser: Directed Services, Inc.

Investment Subadviser: AllianceBernstein, 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 (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Capital Guardian Trust Company	Seeks long-term growth of capital and income.
ING EquitiesPlus Portfolio (Service 2) 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 Omega Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Evergreen Investment Management Company, LLC	Seeks long-term capital growth.
ING FMR^SM Diversified Mid Cap Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks long-term growth of capital.
ING FMR^SM Earnings Growth Portfolio (Service Class) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks growth of capital over the long term.

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ING FMR^SM Mid Cap Growth Portfolio (Service Class) (formerly ING MFS Mid Cap Growth Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks long-term growth of capital.
ING Franklin Income Portfolio (Service 2) 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 (Service 2) 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 (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management Co.	A non-diversified Portfolio that seeks long-term capital appreciation.
ING Global Technology Portfolio (Service 2) (formerly ING Goldman Sachs Tollkeeper^SM Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management Co.	Seeks long-term growth of capital.
ING Janus Contrarian Portfolio (Service 2) 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 (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: J.P. Morgan Investment Management Inc.	Seeks capital appreciation.
ING JPMorgan Small Cap Equity Portfolio (Service 2) 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 (Service 2) 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 (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Julius Baer Investment Management LLC	Seeks long-term growth of capital.
ING Legg Mason Partners All Cap Portfolio (Service 2) (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 (Service 2) 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 (Service 2) Investment Adviser: ING Investments, LLC Asset Allocation Consultants: Ibbotson Associates and ING Investment Management Co.	Seeks growth of capital.
ING LifeStyle Growth Portfolio (Service 2) 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 (Service 2) 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 (Service 2) 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 (Service 2) 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.

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ING Lord Abbett Affiliated Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Lord, Abbett & Co. LLC	Seeks long-term growth of capital and secondarily, current income.
ING MarketPro Portfolio (Service 2) Investment Adviser: ING Investments, LLC	Seeks capital appreciation and secondarily, income.
ING Marsico Growth Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Marsico Capital Management, LLC	Seeks capital appreciation.
ING Marsico International Opportunities Portfolio (Service Class) Investment Adviser: Directed Services, Inc. Investment Subadviser: Marsico Capital Management, LLC	Seeks long-term growth of capital.
ING Mercury Large Cap Value Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Mercury Advisors	Seeks long-term growth of capital.
ING MFS Total Return Portfolio (Service 2) 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 Oppenheimer Main Street Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: OppenheimerFunds, Inc.	Seeks long-term growth of capital and future income.
ING PIMCO Core Bond Portfolio (Service 2) 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 PIMCO High Yield Portfolio (Service Class) 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 (Service Class) Investment Adviser: Directed Services, Inc. Investment Subadviser: Pioneer Investment Management, Inc.	Seeks reasonable income and capital growth.

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ING Pioneer Mid Cap Value Portfolio (Service Class) Investment Adviser: Directed Services, Inc. Investment Subadviser: Pioneer Investment Management, Inc.	Seeks capital appreciation.
ING T. Rowe Price Capital Appreciation Portfolio (Service 2) 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 (Service 2) 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 (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Templeton Global Advisors	Seeks capital appreciation.
ING Van Kampen Equity Growth Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Van Kampen	Seeks long-term capital appreciation.
ING Van Kampen Global Franchise Portfolio (Service 2) 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 (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Van Kampen	Seeks long-term growth of capital and income.
ING Van Kampen Real Estate Portfolio (Service 2) 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 (Service 2) 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.

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ING Wells Fargo Mid Cap Disciplined Portfolio (Service 2) Investment Adviser: Directed Services, Inc. Investment Subadviser: Wells Capital Management	Seeks long-term capital growth.
ING Wells Fargo Small Cap Disciplined Portfolio (Service 2) 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.
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.

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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 Thornburg Value Portfolio (Class S) Investment Adviser: Thornburg Investment Management	Seeks capital appreciation.
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.
ING Van Kampen Equity and Income Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Van Kampen	Seeks total return, consisting of long-term capital appreciation and current income.
ING Van Kampen Comstock Portfolio (Service Class) Investment Adviser: ING Life Insurance and Annuity Company Investment Subadviser: Van Kampen	Seeks capital growth and income.

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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 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
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

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Fidelity^® VIP Contrafund^® Portfolio (Service 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 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
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.

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APPENDIX C

Fixed Account II

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a contract for a refund as described in the prospectus.

The Fixed Account

Guaranteed Interest Rates

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Transfers from a Fixed Interest Allocation

Withdrawals from a Fixed Interest Allocation

Market Value Adjustment

Contract Value in the Fixed Interest Allocations

(1)

We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.

(2)

We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.

(3)

We add (1) and (2).

(4)

We subtract from (3) any transfers from that Fixed Interest Allocation.

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(5)

We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium taxes.

Cash Surrender Value

Dollar Cost Averaging from Fixed Interest Allocations

You may elect to participate in our dollar cost averaging program if you have at least $1,200 of Contract value in Fixed Account Interest Allocations with a guaranteed interest period of 1 year or less. The Fixed Interest Allocations serve as the source accounts, from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other Fixed Interest Allocations or contract investment portfolio subaccounts selected by you.

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

Suspension of Payments

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

More Information

See the prospectus for Fixed Account II.

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APPENDIX D

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 is registered under the Investment Company Act of 1940.

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 E

Surrender Charge for Excess Withdrawals Example

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In this example, $15,000 (the greater of earnings less any previous withdrawals, which is $90,000 - $75,000, which equals $15,000 and 10% of premium payments, which is $7,500) is the maximum free withdrawal amount that you may withdraw during the contract year without a surrender charge. The total withdrawal would be $27,000 ($90,000 x .30). Therefore, $12,000 ($27,000 - $15,000) is considered an excess withdrawal and would be subject to a 4% surrender charge of $480 ($12,000 x .04). This example does not take into account any Market Value Adjustment or deduction of any premium taxes.

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APPENDIX F

Special Funds and Excluded Funds Examples

Example #1:

The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element (“7% MGDB”) of allocating your Contract Value to Special Funds.

7% MGDB if 50% invested in Special Funds				7% MGDB if 0% invested in Special Funds				7% MGDB if 100% invested in Special Funds

End of Yr	Covered	Special	Total	End of Yr	Covered	Special	Total	End of Yr	Covered	Special	Total
0	500	500	1,000	0	1,000	—	1,000	0	0	1,000	1,000
1	535	500	1,035	1	1,070	—	1,070	1	0	1,000	1,000
2	572	500	1,072	2	1,145	—	1,145	2	0	1,000	1,000
3	613	500	1,113	3	1,225	—	1,225	3	0	1,000	1,000
4	655	500	1,155	4	1,311	—	1,311	4	0	1,000	1,000
5	701	500	1,201	5	1,403	—	1,403	5	0	1,000	1,000
6	750	500	1,250	6	1,501	—	1,501	6	0	1,000	1,000
7	803	500	1,303	7	1,606	—	1,606	7	0	1,000	1,000
8	859	500	1,359	8	1,718	—	1,718	8	0	1,000	1,000
9	919	500	1,419	9	1,838	—	1,838	9	0	1,000	1,000
10	984	500	1,484	10	1,967	—	1,967	10	0	1,000	1,000




7% MGDB if transferred to Special Funds at the beginning of year 6				7% MGDB if transferred to Covered Funds at the beginning of year 6

End of Yr	Covered	Special	Total	End of Yr	Covered	Special	Total
0	1,000	—	1,000	0	—	1,000	1,000
1	1,070	—	1,070	1	—	1,000	1,000
2	1,145	—	1,145	2	—	1,000	1,000
3	1,225	—	1,225	3	—	1,000	1,000
4	1,311	—	1,311	4	—	1,000	1,000
5	1,403	—	1,403	5	—	1,000	1,000
6	—	1,403	1,403	6	1,070	—	1,070
7	—	1,403	1,403	7	1,145	—	1,145
8	—	1,403	1,403	8	1,225	—	1,225
9	—	1,403	1,403	9	1,311	—	1,311
10	—	1,403	1,403	10	1,403	—	1,403

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Example #2:

The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element (“7% MGDB”) of allocating your Contract Value to Excluded Funds.

7% MGDB if 50% invested in Excluded Funds
	Covered		Excluded		Total
End of yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
0	500	500	500	500	1,000	1,000	1,000
1	535	510	535	510	1,045	1,020	1,045
2	572	490	572	490	1,062	980	1,062
3	613	520	613	520	1,133	1,040	1,133
4	655	550	655	550	1,205	1,100	1,205
5	701	450	701	450	1,151	900	1,151
6	750	525	750	525	1,275	1,050	1,275
7	803	600	803	600	1,403	1,200	1,403
8	859	750	859	750	1,609	1,500	1,609
9	919	500	919	500	1,419	1,000	1,419
10	984	300	984	300	1,284	600	1,284

7% MGDB if 0% invested in Excluded Funds				7% MGDB if 100% invested in Excluded Funds
	Covered				Excluded
End of yr	7% MGDB	AV	Death Benefit	End of yr	“7% MGDB”	AV	Death Benefit
0	1,000	1,000	1,000	0	1,000	1,000	1,000
1	1,070	1,020	1,070	1	1,070	1,020	1,020
2	1,145	980	1,145	2	1,145	980	980
3	1,225	1,040	1,225	3	1,225	1,040	1,040
4	1,311	1,100	1,311	4	1,311	1,100	1,100
5	1,403	900	1,403	5	1,403	900	900
6	1,501	1,050	1,501	6	1,501	1,050	1,050
7	1,606	1,200	1,606	7	1,606	1,200	1,200
8	1,718	1,500	1,718	8	1,718	1,500	1,500
9	1,838	1,000	1,838	9	1,838	1,000	1,000
10	1,967	600	1,967	10	1,967	600	600

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Note:

AV are hypothetical illustrative values. Not a projection. “7% MGDB” for Excluded funds is notional. Not payable as a benefit. Death Benefit for Excluded Funds equals Accumulation Value (AV).

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Transfer from Covered Funds to Excluded Funds at the beginning of year 6
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
—	1,000	1,000	—	—	1,000	1,000	1,000
1	1,070	1,020	—	—	1,070	1,020	1,070
2	1,145	980	—	—	1,145	980	1,145
3	1,225	1,040	—	—	1,225	1,040	1,225
4	1,311	1,100	—	—	1,311	1,100	1,311
5	1,403	900	—	—	1,403	900	1,403
6	—	—	1,501	1,050	1,050	1,050	1,050
7	—	—	1,606	1,200	1,200	1,200	1,200
8	—	—	1,718	1,500	1,500	1,500	1,500
9	—	—	1,838	1,000	1,000	1,000	1,000
10	—	—	1,967	600	600	600	600

Note: 7% MGDB transferred to Excluded Funds equals the 7% MGDB in Covered Funds (or pro-rata portion thereof for partial transfer). Transfers from Special Funds to Excluded Funds work the same as Covered to Excluded (except 7% MGDB in Special Funds does not accumulate).

Transfer from Excluded Funds to Covered Funds at the beginning of year 6
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
—	—	—	1,000	1,000	1,000	1,000	1,000
1	—	—	1,070	1,020	1,020	1,020	1,020
2	—	—	1,145	980	980	980	980
3	—	—	1,225	1,040	1,040	1,040	1,040
4	—	—	1,311	1,100	1,100	1,100	1,100
5	—	—	1,403	900	900	900	900
6	963	1,050	—	—	963	1,050	1,050
7	1,030	1,200	—	—	1,030	1,200	1,200
8	1,103	1,500	—	—	1,103	1,500	1,500
9	1,180	1,000	—	—	1,180	1,000	1,180
10	1,262	600	—	—	1,262	600	1,262

Note: 7% MGDB transferred to Covered Funds is the lesser of 7% MGDB in Excluded Funds (or portion thereof for partial transfer) and AV transferred to Covered Funds. Transfers from Excluded Funds to Special Funds work the same as Excluded to Covered (except 7% MGDB in Special Funds does not accumulate).

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APPENDIX G

Examples of Minimum Guaranteed Income Benefit Calculation

Example 1

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	0.0%	0.00%
	Rider Charge	0.0%	0.75%

65	Contract Value	$100,000	$89,167
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$471.00	$419.98
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$100,000
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$871.44

Income

$471.00

$871.44

Example 2

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	3.0%	3.0%
	Rider Charge	0.0%	0.75%

65	Contract Value	$134,392	$122,019
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$632.98	$574.70
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$122,019
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$871.44

Income

$632.98

$871.44

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Example 3

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	8.0%	8.0%
	Rider Charge	0.0%	0.75%

65	Contract Value	$215,892	$200,423
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$1,016.85	$943.99
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$200,423
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$887.87

Income

$1,016.85

$943.99

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APPENDIX H

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ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples

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The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

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The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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The next withdrawal taken during the contract year is $1,500 net, with $200 of surrender and/or MVA charges. Because total net withdrawals taken, $6,000, exceed the Maximum Annual Withdrawal, $5,000, then there is an adjustment to the Maximum Annual Withdrawal.

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If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40% ($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

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Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

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The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the Additional Withdrawal Amount.

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The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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The next withdrawal taken during the contract year is $1,500 net, with $0 of surrender charges. and/or MVA charges. The Maximum Annual Withdrawal is not exceeded because total net withdrawals, $4,500, do not exceed the Maximum Annual Withdrawal, $5,000.

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Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset Option is utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

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APPENDIX I

Examples of Fixed Allocation Fund Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Fund Automatic Rebalancing works. The examples assume that there are no investment earnings or losses.

I.	Subsequent Payments

A.	Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 100% to Accepted Funds. No Fixed Allocation Fund Automatic Rebalancing would occur, because this allocation meets the required investment option allocation.

Assume that on Day 2, the owner deposits an additional payment of $500,000, bringing the total contract value to $600,000, and allocates this deposit 100% to Other Funds. Because the percentage allocated to the Fixed Allocations Fund (0%) is less than 20% of the total amount allocated to the Fixed Allocation Fund and the Other Funds, we will automatically reallocate $100,000 from the amount allocated to the Other Funds (20% of the $500,000 allocated to the Other Funds) to the Fixed Allocation Fund. Your ending allocations will be $100,000 to Accepted Funds, $100,000 to the Fixed Allocation Fund, and $400,000 to Other Funds.

II.

Partial Withdrawals

A.Assume that on Day 1, an owner deposits an initial payment of $100,000, which is allocated 75% to Accepted Funds ($70,000), 20% to the Fixed Allocation Fund ($20,000), and 5% to Other Funds ($5,000). No Fixed Allocation Fund Automatic Rebalancing would occur, because this allocation meets the required investment option allocation.

Assume that on Day 2, the owner requests a partial withdrawal of $19,000 from the Fixed Allocation Fund. Because the remaining amount allocated to the Fixed Allocation Fund ($1,000) is less than 20% of the total amount allocated to the Fixed Allocation Fund and the Other Funds, we will automatically reallocate $200 from the Other Funds to the Fixed Allocation Fund, so that the amount allocated to the Fixed Allocation Fund ($1,200) is 20% of the total amount allocated to the Fixed Allocation Fund and Other Funds ($6,000).

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APPENDIX J

Minimum Guaranteed Withdrawal Benefit

(Applicable to Contracts Issued in States Where ING LifePay is Not Available)

if you purchased the MGWB rider on the contract date: your premium payments received during the first two contract years;

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You should not make any withdrawals if you wish to retain the option to elect the Step-Up Benefit (see below).

your contract value is greater than zero;

your MGWB Withdrawal Account is greater than zero;

you have not reached your latest allowable annuity start date;

you have not elected to annuitize your Contract; and

you have not died (unless your spouse has elected to continue the Contract), changed the ownership of the Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the cash surrender value is not applicable under the MGWB rider.

Automatic Periodic Benefit Status. Under the MGWB rider, in the event your contract value is reduced to zero, your Contract is given Automatic Periodic Benefit Status, if:

your MGWB Withdrawal Account is greater than zero;

you have not reached your latest allowable annuity start date;

you have not elected to annuitize your Contract; and

you have not died, changed the ownership of the Contract or surrendered the Contract.

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any additional premium payments in your Contract, and the Contract will not provide any benefits except those provided by the MGWB rider. Any other rider terminates. Your Contract will remain in Automatic Periodic Benefit Status until the earliest of (i) payment of all MGWB periodic payments, (ii) payment of the Commuted Value (defined below) or (iii) the owner’s death.

we reserve the right to increase the charge for the MGWB Rider up to a maximum annual charge of 1.00% of contract value;

you must wait at least five years from the Step-Up date to elect the Reset Option.

Death of Owner.

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Minimum Guaranteed Withdrawal Benefit rider¹:

As an Annual Charge

As a Quarterly Charge

Maximum Annual Charge if Step-Up Benefit Elected²

0.45% of contract value

0.12% of contract value

1.00% of contract value

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APPENDIX K

MGWB Excess Withdrawal Amount Examples

(Applicable to Contracts Issued in States Where ING LifePay is Not Available)

Example #1: Owner has invested only in Covered Funds

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7,000).

Example #2: Owner has invested only in Excluded Funds

The new CV is $90,000 ($100,000 - $10,000).

The Excess Withdrawal Amount is $3,000 ($10,000 - $7.000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the entire amount withdrawn to the CV (before the withdrawal) to $108,000 ($120,000 * (1 - $10,000 / $100,000)).

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000/$93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

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Example #3: Owner has invested in both Covered and Excluded Funds

The new CV for Covered Funds is $52,000 ($60,000 - $8,000), and the new CV for Excluded Funds is $38,000 ($40,000 - $2,000).

Example #4: Owner transfers funds from Excluded Funds to Covered Funds

The new CV for Covered Funds is $70,000 ($60,000 + $10,000), and the new CV for Excluded Funds is $30,000 ($40,000 - $10,000).

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Example #5: Owner transfers funds from Covered Funds to Excluded Funds

The new CV for Covered Funds is $50,000 ($60,000 - $10,000), and the new CV for Excluded Funds is $50,000 ($40,000 + $10,000).

The Excluded Withdrawal Account is increased by the reduction of the Covered Withdrawal Account of $12,500 ($75,000 - $62,500) to $57,500 ($45,000 + $12,500).

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ING USA Annuity and Life Insurance Company

ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.

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08/21/06

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ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

WELLS FARGO ING LANDMARK

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August 21, 2006

This prospectus describes Wells Fargo ING Landmark, a group and individual deferred variable annuity contract (the “Contract”) offered for sale by ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,” “we,” “us” or “our”) through Separate Account B (the “Separate Account”). The Contract is available in connection with certain retirement plans that qualify for special federal income tax treatment (“qualified Contracts”) under the Internal Revenue Code of 1986, as amended (the “Tax Code”), as well as those that do not qualify for such treatment (“non-qualified Contracts”).

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Replacing an existing annuity with the Contract may not be beneficial to you. Your existing annuity may be subject to fees or penalties on surrender, and the Contract may have new charges.

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

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The investment portfolios are listed on the next page.

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WF Landmark – 139962

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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 FMR ^SMMid Cap Growth Portfolio (Class S)

ING Franklin Income Portfolio (Class S)

ING Global Real Estate Portfolio (Class S)

ING Global Resources Portfolio (Class S)

ING Global Technology 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 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 Thornburg Value 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 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

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			Page
Index of Special Terms			ii
Fees and Expenses			1
Condensed Financial Information			4
ING USA Separate Account B			4
ING USA Annuity and Life Insurance Company			5
The Trusts and Funds			6
Charges and Fees			7
The Annuity Contract			12
Withdrawals			29
Transfers Among Your Investments			32
Death Benefit Choices			36
The Annuity Options			41
Other Contract Provisions			43
Other Information			46
Federal Tax Considerations			47
Statement of Additional Information			SAI-1
Appendix A	-	Condensed Financial Information	A1
Appendix B	-	The Investment Portfolios	B1
Appendix C	-	Fixed Account II	C1
Appendix D	-	Fixed Interest Division	D1
Appendix E	-	Surrender Charge for Excess Withdrawals Example	E1
Appendix F	-	Special Funds and Excluded Funds Examples	F1
Appendix G	-	Examples of Minimum Guaranteed Income Benefit Calculation	G1
Appendix H	-	ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples	H1
Appendix I	-	Examples of Fixed Allocation Fund Automatic Rebalancing	I1
Appendix J	-	MGWB For Contracts in States Where ING LifePay Not Available	J1
Appendix K	-	MGWB Excess Withdrawal Amount Examples For Contracts in States Where ING LifePay Not Available	K1

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INDEX OF SPECIAL TERMS

The following special terms are used throughout this prospectus. Refer to the page(s) listed for an explanation of each term:

Special Term	Page
Accumulation Unit	4
Annuitant	13
Annuity Start Date	13
Cash Surrender Value	17
Contract Date	12
Claim Date	36
Contract Owner	12
Contract Value	16
Contract Year	12
Covered Fund	7
Earnings Multiplier Benefit	39
Excluded Fund	7
Free Withdrawal Amount	8
Market Value Adjustment	C1
Max 7 Enhanced Death Benefit	38
Net Investment Factor	4
Net Rate of Return	4
Quarterly Ratchet Enhanced Death Benefit	37
Restricted Funds	6
Rider Date	18
7% Solution Death Benefit Element	38
Special Fund	7
Standard Death Benefit	36

The following terms as used in this prospectus have the same or substituted meanings as the corresponding terms currently used in the Contract:

Term Used in This Prospectus	Corresponding Term Used in the Contract
Accumulation Unit Value	Index of Investment Experience
Annuity Start Date	Annuity Commencement Date
Contract Owner	Owner or Certificate Owner
Contract Value	Accumulation Value
Transfer Charge	Excess Allocation Charge
Fixed Interest Allocation	Fixed Allocation
Free Look Period	Right to Examine Period
Guaranteed Interest Period	Guarantee Period
ING LifePay Base	MGWB Base
MGIB Benefit Base	MGIB Charge Base
Subaccount(s)	Division(s)
Net Investment Factor	Experience Factor
Regular Withdrawals	Conventional Partial Withdrawals
Withdrawals	Partial Withdrawals

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FEES AND EXPENSES

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Contract Owner Transaction Expenses ¹

Surrender Charge:

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Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment
Surrender Charge (as a percentage of Premium Payment withdrawn)	6%	5%	4%	3%	0%

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Transfer Charge

$25 per transfer, currently zero

Premium Tax

0% to 3.5%

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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.

Separate Account Annual Charges

Contract without any of the optional riders that may be available

Annual Contract Administrative Charge ¹

$30

(We waive this charge if the total of your premium payments is $100,000 or more or if your contract value at the end of a contract year is $100,000 or more.)

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	Standard	Enhanced Death Benefits
	Death Benefit	Quarterly Ratchet	Max 7
Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%

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Total²

1.65%

1.90%

2.20%

We deduct this charge on each contract anniversary and on surrender.

² These charges are as a percentage of average contract value in each subaccount. These annual charges are deducted daily.

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Optional Rider Charges¹

Earnings Multiplier Benefit rider:

As an Annual Charge

(Charge Deducted Quarterly)

Maximum Annual Charge

0.30% of contract value

Minimum Guaranteed Income Benefit rider:

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As an Annual Charge

(Charge Deducted Quarterly)

Maximum Annual Charge

0.75% of the MGIB Charge Base²

1.50% of the MGIB Charge Base²

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ING LifePay Minimum Guaranteed Withdrawal Benefit rider:

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As an Annual Charge - Currently

(Charge Deducted Quarterly)

Maximum Annual Charge if Reset Benefit Elected³

0.50% of contract value

1.20% of contract value

ING Joint LifePay Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge – Currently

(Charge Deducted Quarterly)

Maximum Annual Charge if Reset Benefit Elected⁴

0.75% of contract value

1.50% of contract value

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An optional rider charge expressed as a percentage of contract value is deducted from the contract value in your subaccount allocations (and/or your Fixed Interest Allocations if there is insufficient contract value in the subaccounts).² For more information about how the MGIB Charge Base is determined, please see “Charges and Fees – Optional Riders - Minimum Guaranteed Income Benefit Rider.”

Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit – ING LifePay Reset Option.”

Please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit – ING Joint LifePay Reset Option.”

The next two tables show the total annual charges you could pay based on the amounts you have invested in the subaccounts (unless otherwise indicated), if you elect the Minimum Guaranteed Income Benefit rider, based on maximum or current charges under the contract not including trust or fund fees and expenses. These tables show the charges for all currently available death benefits under the Contract and the earnings multiplier benefit rider. These tables do not reflect the Annual Contract Administrative Charge. For purposes of these tables, we have assumed that the value of the amounts invested in the subaccounts and the MGIB Charge Base are both the same as the contract value.

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Separate Account Annual Charge Tables

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		Standard	Enhanced Death Benefits
MAXIMUM CHARGES		Death Benefit	Quarterly Ratchet	Max 7
	Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
	Asset-Based Administrative Charge	0.15%	0.15%	0.15%
	Earnings Multiplier Benefit Rider Charge	0.30%	0.30%	0.30%

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	Maximum Minimum Guaranteed Income Benefit Rider Charge (as percentage of the MGIB Charge Base)	1.50%	1.50%	1.50%
	Total	3.45%	3.70%	4.00%

		Standard	Enhanced Death Benefits
CURRENT CHARGES		Death Benefit	Quarterly Ratchet	Max 7
	Mortality & Expense Risk Charge	1.50%	1.75%	2.05%
	Asset-Based Administrative Charge	0.15%	0.15%	0.15%
	Earnings Multiplier Benefit Rider Charge	0.30%	0.30%	0.30%
	Current Minimum Guaranteed Income Benefit Rider Charge (as percentage of the MGIB Charge Base)	0.75%	0.75%	0.75%
	Total	2.70%	2.95%	3.25%

Trust or Fund Expenses

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Total Annual Trust or Fund Operating Expenses

Minimum

Maximum

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(expenses that are deducted from Trust or Fund assets, including management fees, distribution and/or service (12b-1) fees^{1, 2}, and other expenses):

0.54%

1.78%

No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please see “Charges and Fees – Charges Deducted From the Contract Value – Redemption Fees”.

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Example:

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This Example is intended to help you compare the cost of investing in the Contract with the cost of investing in other variable annuity contracts. These costs include Contract Owner Transaction Expenses, (except Transfer Charges, if any) and Separate Account Annual Expenses, for a Contract without any of the optional riders that may be available. The costs also include the total operating expenses charged by the most expensive trust of fund that may be available under your Contract The Example assumes that you invest $10,000 in the Contract for the time periods indicated, and that your investment has a 5% return each year. Premium taxes (which currently range from 0% to 3.5% of premium payments) may apply, but are not reflected in the example.

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

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1) If you surrender your contract at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,001	$1,615	$2,046	$4,197
2) If you annuitize at the end of the applicable time period:
	1 year	3 years	5 years	10 years
	$1,001	$1,615	$2,046	$4,197
3) If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$401	$1,215	$2,046	$4,197

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Compensation is paid for the sale of the Contracts. For information about this compensation, see “Other Contract Provisions - Selling the Contract.”

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CONDENSED FINANCIAL INFORMATION

Accumulation Unit

Tables containing (i) the accumulation unit value history of each subaccount of ING USA Separate Account B offered in this prospectus and (ii) the total investment value history of each such subaccount are presented in Appendix A — Condensed Financial Information. 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.

The Net Investment Factor

We take the net asset value of the subaccount at the end of each business day.

We add to (1) the amount of any dividend or capital gains distribution declared for the subaccount and reinvested in such subaccount. We subtract from that amount a charge for our taxes, if any.

We divide (2) by the net asset value of the subaccount at the end of the preceding business day.

We then subtract the applicable daily charges from the subaccount: the mortality and expense risk charge; the asset-based administrative charge; and any optional rider charges.

Calculations for the subaccounts are made on a per share basis.

The Net Rate of Return equals the Net Investment Factor minus one.

Financial Statements

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obligations under the Contracts. ING USA’s financial statements do not bear on the future investment experience of the assets held in the Separate Account.

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ING USA SEPARATE ACCOUNT B

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Note:

ING USA ANNUITY AND LIFE INSURANCE COMPANY

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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 a subsidiary of ING, ING is not responsible for the obligations under the Contract. The obligations under the Contract are solely the responsibility of ING USA.

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

Regulatory Developments – The Company and the Industry

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

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

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THE TRUSTS AND FUNDS

Restricted Funds

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We will not permit a transfer to the Restricted Funds if it would increase the contract value in the Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. If the total amount of your requested transfer exceeds the applicable limits, we will inform your financial representative or you that we will not process any part of the transfer and that new instructions will be required. We will not limit transfers from Restricted Funds. If the multiple reallocations lower the percentage of total contract value in Restricted Funds, we will permit the reallocation even if the percentage of contract value in a Restricted Fund is greater than its limit.

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Please see “Withdrawals” and “Transfers Among Your Investments” in this prospectus for more information on the effect of Restricted Funds.

Covered Funds, Special Funds and Excluded Funds

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Covered Funds;

Special Funds; and

Excluded Funds.

CHARGES AND FEES

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Charge Deduction Subaccount

You may elect to have all charges, except daily charges, against your contract value deducted directly from a single subaccount designated by the Company. Currently we use the ING Liquid Assets subaccount for this purpose. If you do not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we will deduct the charges as discussed below. You may cancel this option at any time by sending notice to our Customer Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value

We deduct the following charges from your contract value:

Complete Years Elapsed	0	1	2	3	4+
Since Premium Payment

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Surrender Charge (as a percentage of Premium Payment withdrawn)

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which you are invested. If there is no contract value in those subaccounts, we will deduct the charge from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their maturity dates until the charge has been paid.

Redemption Fees. 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.

Charges Deducted from the Subaccounts

Standard

Death Benefit

Quarterly Ratchet

Enhanced

Death Benefit

Max 7

Enhanced

Death Benefit

Annual Charge

1.50%

Annual Charge

1.75%

Annual Charge

2.05%

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Minimum Guaranteed Income Benefit (MGIB) Rider charge. The charge for the MGIB rider, a living benefit, is deducted quarterly, and is a percentage of the MGIB Charge Base:

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Maximum Annual Charge	Current Annual Charge
1.50%	0.75%

ING LifePay Minimum Guaranteed Withdrawal Benefit (ING LifePay) Rider Charge. The charge for the ING LifePay rider, a living benefit, is deducted quarterly and is a percentage of contract value:

Maximum Annual Charge	Current Annual Charge
1.20%	0.50%

Maximum Annual Charge	Current Annual Charge
1.50%	0.75%

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Trust and Fund Expenses

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Revenues received by the Company from affiliated funds include:

•

Service fees that are deducted from fund assets.

•

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

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Revenues received by the Company from unaffiliated funds include:

•

For certain funds, compensation paid from 12b-1 fees or service fees that are deducted from fund assets. Any such fees deducted from fund assets are disclosed in the fund prospectus.

•

	Fidelity Variable Insurance Products Portfolio
	ProFunds VP
	Franklin Templeton Variable Insurance Products Trust

Additional Compensation & Benefit Received. 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.

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.

THE ANNUITY CONTRACT

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Contract Date and Contract Year

The date the Contract became effective is the contract date. Each 12-month period following the contract date is a contract year.

Contract Owner

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Joint Owner

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Annuity Start Date

Annuitant

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Beneficiary

Change of Contract Owner or Beneficiary

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A change of owner likely has tax consequences. See “Federal Tax Considerations” in this prospectus.

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Purchase and Availability of the Contract

We will issue a Contract only if both the annuitant and the contract owner are age 80 or younger. But the Contract may not be available to all ages through all broker-dealers.

The initial premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments of $500 or more ($50 for qualified Contracts) at any time after the free look period and up to the contract anniversary after your 85^th birthday. Under certain circumstances, we may waive the minimum premium payment requirement. We may also change the minimum initial or additional premium requirements for certain group or sponsored arrangements. An initial or additional premium payment that would cause the contract value of all annuities that you maintain with us to exceed $1,000,000 requires our prior approval.

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Crediting of Premium Payments

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until the application is completed. If you choose to have us hold the premium payment, it will be held in a non-interest bearing account.

In some states, we may require that an initial premium designated for a subaccount of Separate Account B or the Fixed Account be allocated to a subaccount specially designated by the Company (currently, the ING Liquid Assets subaccount) during the free look period. After the free look period, we will convert your contract value (your initial premium plus any earnings less any expenses) into accumulation units of the subaccounts you previously selected. The accumulation units will be allocated based on the accumulation unit value next computed for each subaccount. Initial premiums designated for Fixed Interest Allocations will be allocated to a Fixed Interest Allocation with the guaranteed interest period you have chosen; however, in the future we may allocate the premiums to the specially designated subaccount during the free look period.

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Administrative Procedures

Contract Value

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Contract Value in the Subaccounts. On the contract date, the contract value in the subaccount in which you are invested is equal to the initial premium paid and designated to be allocated to the subaccount. On the contract date, we allocate your contract value to each subaccount and/or a Fixed Interest Allocation specified by you, unless the Contract is issued in a state that requires the return of premium payments during the free look period., In such a case, the portion of your initial premium not allocated to a Fixed Interest Allocation may be allocated to a subaccount specially designated by the Company during the free look period for this purpose (currently, the ING Liquid Assets subaccount).

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On each business day after the contract date, we calculate the amount of contract value in each subaccount as follows:

We take the contract value in the subaccount at the end of the preceding business day.

We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.

We add (1) and (2).

We add to (3) any additional premium payments, and then add or subtract any transfers to or from that subaccount.

We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and premium taxes.

Cash Surrender Value

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The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to Fixed Interest Allocations and any Market Value Adjustment. See Appendix C and the Fixed Account II prospectus for a description of the calculation of cash surrender value under any Fixed Interest Allocation. We do not guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash surrender value as follows: we start with your contract value, adjust for any Market Value Adjustment, and then we deduct any surrender charge, any charge for premium taxes, any redemption fees, the annual contract administrative fee (unless waived), any optional benefit rider charge, and any other charges incurred but not yet deducted.

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Surrendering to Receive the Cash Surrender Value. You may surrender the Contract at any time while the annuitant is living and before the annuity start date. A surrender is effective on the date we receive your written request and the Contract at our Customer Service Center. After we receive all paperwork required for us to process your surrender, we will determine and pay the cash surrender value at the price next determined. Once paid, all benefits under the Contract will terminate. For administrative purposes, we will transfer your money to a specially designated subaccount (currently the ING Liquid Assets subaccount) prior to processing the surrender. This transfer will have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days.

Addition, Deletion or Substitution of Subaccounts and Other Charges

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We may make additional subaccounts available to you under the Contract. These subaccounts will invest in investment portfolios we find suitable for your Contract. We may also withdraw or substitute investment portfolios, subject to the conditions in your Contract, compliance with regulatory requirements, and subject to SEC approval.

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We will provide you with written notice before we make any of these changes.

The Fixed Account

Optional Riders

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The Contract has three living benefit riders offering protection against the investment risks with your Contract:

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The Minimum Guaranteed Income Benefit rider, which you may wish to purchase if you are concerned about having a minimum amount of income in annuitizing your Contract;

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The ING LifePay Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if you

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are concerned that you may outlive your income; and

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The ING Joint LifePay Minimum Guaranteed Withdrawal Benefit rider, which you may wish to purchase if you are married and concerned that you and your spouse may outlive your income.

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Minimum Guaranteed Income Benefit Rider (the “MGIB rider”). The MGIB rider is an optional benefit which guarantees a minimum amount of annuity income will be available to you if you annuitize on the MGIB Date as defined below), regardless of fluctuating market conditions. The minimum guaranteed amount of annuity income will depend on the amount of premiums you pay during the first five contract years after you purchase the rider, the amount of contract value you allocate or transfer to Special Funds (as defined below), or Excluded Funds (as defined below), the MGIB Rate (as defined below), the adjustment for Special Fund or Excluded Fund transfers, and any withdrawals you take while the MGIB rider is in effect. Thus, investing in Special Funds or Excluded Funds may limit the benefit under the MGIB rider.

Rider Date. The rider date is the date the optional benefit rider becomes effective. The rider date is also the contract date if you purchase the rider when the Contract is issued.

•

annuitize, surrender or otherwise terminate your Contract during the accumulation phase;

•

the contract value is insufficient to pay the charge for the MGIB rider; or

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there is a change in contract ownership (other than a spousal beneficiary continuation upon your death).

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Rider Charge. The current charge we deduct under the MGIB Rider is 0.75% annually of the MGIB Charge Base. The MGIB Charge Base is the greater of (1) and (2) below, where:

Is the lesser of the Maximum MGIB Rollup Base and the sum of (a) (b), and (c) where:

(a)

is the MGIB Rollup Base for Covered Funds;

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(b)

is the MGIB Rollup Base for Special Funds (as defined below); and

(c)

is the MGIB Rollup Base for Excluded Funds; and

Is the sum of (a) and (b) where:

(a)

is the MGIB Ratchet Base for Covered Funds and Special Funds; and

(b)

is the MGIB Ratchet Base for Excluded Funds.

For Contracts with the MGIB rider purchased before August 21, 2006 (subject to availability), the ING VP Intermediate Bond Portfolio is designated as a Special Fund.

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receipt of additional premiums;

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transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you; and

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withdrawals from the Fixed Allocation Fund or Other Funds.

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right, when available, the Fixed Allocation Fund will be reclassified as a Special Fund as of the Contract continuation date if it would otherwise be designated as a Special Fund for purposes of the Contract’s death benefits. For purposes of calculating any applicable death benefit guaranteed under the Contract any allocation of contract value to the Fixed Allocation Fund will be considered a Covered Fund while the rider is in effect. All investment portfolios available under the Contract that are not Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

Is the lesser of the Maximum MGIB Rollup Base (as defined below) and the sum of (a), (b), and (c) where:

(a)

is the MGIB Rollup Base for Covered Funds; and

(b)

is the MGIB Rollup Base for Special Funds; and

(c)

is the contract value allocated to Excluded Funds; and

Is the sum of (a) and (b) where:

(a)

is the MGIB Ratchet Base for Covered Funds and Special Funds (as defined below); and

(b)

is the contract value allocated to Excluded Funds.

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the MGIB Rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Rollup Base, and at 0% thereafter.

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The MGIB Rollup Base allocated to Excluded Funds equals the eligible premiums allocated to Excluded Funds, adjusted for subsequent withdrawals and transfers taken or made while the MGIB rider is in effect, accumulated at the MGIB rate to the earlier of the oldest owner reaching age 80 and the MGIB Rollup Base reaching the Maximum MGIB Rollup Base, and at 0% thereafter. The MGIB Rollup Base allocated to Excluded Funds is used only for transfer adjustments and rider charges. It is not included in the MGIB Rollup Base used to determine benefits.

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Withdrawals reduce each MGIB Rollup Base on a pro-rata basis. The percentage reduction in the MGIB Rollup Base for each fund category (i.e. Covered Funds Special Funds or Excluded Funds) equals the percentage reduction in contract value in that Fund category resulting from the withdrawal (including surrender charge and market value adjustment). This means that the MGIB Rollup Base for Covered Funds, the MGIB Rollup Base for Special Funds or the MGIB Rollup Base for Excluded Funds is reduced for withdrawals by the same proportion that the withdrawal reduces the contract value allocated to Covered Funds, Special Funds or Excluded Funds. For example, if the contract value in Covered Funds is reduced by 25% as the result of a withdrawal (including surrender charge and market value adjustment), the MGIB Rollup Base allocated to Covered Funds is also reduced by 25% (rather than by the amount of the withdrawal).

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same transfer, having no change in the value of your MGIB Benefit Base, would result in the MGIB Charge Base being reduced. The net effect of this transfer: You pay less for the same minimum guaranteed amount of annuity income upon annuitization of the MGIB rider.

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Calculation of MGIB Ratchet Bases. The MGIB Ratchet Base for Covered Funds and Special Funds equals:

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on the rider date, eligible premiums or the contract value (if the rider is added after the contract date) allocated to Covered Funds and Special Funds;

on each “quarterly anniversary date” prior to attainment of age 90, the MGIB Ratchet Base for Covered Funds and Special Funds is set equal to the greater of:

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(a)

the current contract value allocated to Covered Funds and Special Funds (after any deductions occurring on that date); and

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(b)

the MGIB Ratchet Base for Covered Funds and Special Funds from the most recent prior quarterly anniversary date, adjusted for any new eligible premiums withdrawals attributable to Covered Funds and Special Funds, and transfers.

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rather than by the amount of the transfer, or $250. In addition, the MGIB Rollup Base for Excluded Funds is increased by the reduction in the MGIB Ratchet Base for Covered Funds and Special Funds, or $300.

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relative excess that the income factors require to produce more income will vary for each individual circumstance. If the contract value exceeds the MGIB Benefit Base at the time of annuitization, the Contract will always produce greater income than the MGIB rider. Please see Appendix G — “Examples of Minimum Guaranteed Income Benefit Calculation.”

The following are the MGIB annuity options available under the MGIB Rider:

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Income for Life (single life or joint life with 100% Survivor) and 10-20 year fixed period.

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Income for 20-30 year fixed period.

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Any other annuity option offered by the Company in conjunction with the MGIB rider on the MGIB Date.

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Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to one of the MGIB annuity options available under the MGIB rider. This option may only be exercised in the 30-day period prior to a contract anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used to determine the MGIB income, as is otherwise described in the prospectus. The contract value will be reduced on a pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100% of the remaining value. The exercise of this partial annuitization of the MGIB Benefit Base does not affect your right to annuitize remaining value under the Contract without regard to the MGIB rider. The amount applied to the partial annuitization will be treated as a withdrawal for purposes of adjusting contract and MGIB rider values. This means the contract and MGIB rider values will be adjusted on a pro-rata basis. See “Calculation of MGIB Rollup Bases” and “Calculation of MGIB Ratchet Bases” above. Surrender charges will apply to amounts applied to partial annuitization.

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Purchase. In order to elect the ING LifePay rider, the annuitant must be the owner or one of the owners, unless the owner is a non-natural owner. Joint annuitants are not allowed. The minimum issue age is 50 and the maximum issue age is 80. The issue age is the age of the owner (or the annuitant if there are joint owners or the owner is non-natural) on the Contract anniversary on which the rider is effective. But some broker-dealers may limit the availability of the rider to younger ages. The ING LifePay rider is available for Contracts issued on and after November 1, 2004 (subject to availability) that do not already have a living benefit rider. The ING LifePay rider will not be issued if the initial allocation to investment options is not in accordance with the investment option restrictions described in “Investment Option Restrictions,” below. The Company in its discretion may allow the rider to be elected during the 30-day period preceding a Contract anniversary. Such election must be received in good order, including compliance with the investment restrictions described below. The rider will be effective as of that Contract anniversary. If the ING LifePay rider is not available, or if your Contract has the Minimum Guaranteed Withdrawal Benefit rider, then please see Appendix J – Minimum Guaranteed Withdrawal Benefit.

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Rider Date. The rider date is the date the ING LifePay rider becomes effective. If you purchase the ING LifePay rider when the Contract is issued, the rider date is also the Contract date.

annuitize, surrender or otherwise terminate your Contract during the accumulation phase; or

Lifetime Guaranteed Withdrawal Status. This status begins on the date the rider is issued (the “effective date of the rider”) and continues until the earliest of:

the annuity commencement date;

reduction of the Contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status” below);

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reduction of the Contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal;

the surrender or annuitization of the Contract; or

the death of the owner, or first owner, in the case of joint owners, unless your spouse beneficiary elects to continue the Contract.

As described below, certain features of the ING LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

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If you purchased the ING LifePay rider on the Contract date, the initial ING LifePay Base is equal to the initial premium.

If you purchased the ING LifePay rider after the Contract date, the initial ING LifePay Base is equal to the Contract value on the effective date of the rider.

Annuitant Age	Maximum Annual Withdrawal Percentage
50-59	4%
60-75	5%
76-80	6%

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81+

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Once determined, the Maximum Annual Withdrawal percentage never changes for the Contract, except as provided for under spousal continuation. See “Continuation After Death – Spouse” below.

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If the rider is in the Growth Phase, and the annuity commencement date is reached, the rider will enter the Withdrawal Phase and will be annuitized. In the lieu of the annuity options under the Contract, you may elect a life only annuity option under which we will pay the greater of the annuity payout under the Contract and annual payments equal to the Maximum Annual Withdrawal.

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before the withdrawal, for the excess withdrawal; and

after the withdrawal, for the amount withdrawn up to the Maximum Annual Withdrawal (without regard to the excess withdrawal).

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Required Minimum Distributions. Withdrawals taken from the Contract to satisfy the Required Minimum Distribution rules of the Tax Code that exceed the Maximum Annual Withdrawal for a specific Contract year, will not be deemed excess withdrawals in that Contract year subject to the following rules:

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You may withdraw the Additional Withdrawal Amount from this Contract without it being deemed an excess withdrawal.

Any withdrawals taken in a Contract year will count first against the Maximum Annual Withdrawal for that Contract year.

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Once the Maximum Annual Withdrawal for the then current Contract year has been taken, additional amounts withdrawn in excess of the Maximum Annual Withdrawal will count against and reduce any Additional Withdrawal Amount.

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Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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contract owner may take a Required Minimum Distribution for that calendar year after the end of the calendar year.

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See Appendix H, Illustration 3.

Lifetime Automatic Periodic Benefit Status. If the Contract value is reduced to zero by a withdrawal in excess of the Maximum Annual Withdrawal, the Contract and the rider will terminate due to the pro-rata reduction described in “Determination of the Maximum Annual Withdrawal,” above.

When the rider enters Lifetime Automatic Periodic Benefit Status:

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the Contract will provide no further benefits other than as provided under the ING LifePay rider;

no further premium payments will be accepted; and

any other riders attached to the Contract will terminate, unless otherwise specified in that rider.

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Other Funds. All portfolios available under the Contract other than Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

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receipt of additional premiums;

transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you;

withdrawals from the Fixed Allocation Fund or Other Funds.

Fixed Allocation Fund Automatic Rebalancing is separate from any other automatic rebalancing under the Contract. However, if the other automatic rebalancing under the Contract causes the allocations to be out of compliance with the investment option restrictions noted above, Fixed Allocation Fund Automatic Rebalancing will occur immediately after the automatic rebalancing to restore the required allocations. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing.”

In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I. By electing to purchase the ING LifePay rider, you are providing the Company with direction and authorization to process these transactions, including

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reallocations into the Fixed Allocation Fund. You should not purchase the ING LifePay rider if you do not wish to have your Contract value reallocated in this manner.

Death of Owner or Annuitant. The ING LifePay rider and charges terminate on the earlier of:

the date the rider enters Lifetime Automatic Periodic Benefit status.

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The spouse is at least 50 years old on the date the Contract is continued; and

The spouse becomes the annuitant and sole owner.

If the rider is in the Growth Phase at the time of spousal continuation:

The rider will continue in the Growth Phase;

On the date the rider is continued, the ING LifePay Base will be reset to equal the then current Contract value;

The ING LifePay charges will restart and be the same as were in effect prior to the claim date; and

The Maximum Annual Withdrawal percentage will be determined as of the date of the first withdrawal, whenever it occurs, and will be based on the spouse’s age on that date.

If the rider is in the Withdrawal Phase at the time of spousal continuation:

The rider will continue in the Withdrawal Phase.

On the Contract anniversary following the date the rider is continued:

(a)

(b)

The rider charges will restart on the Contract anniversary following the date the rider is continued and will be the same as were in effect prior to the claim date.

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spousal continuation as described above;

change of owner from one custodian to another custodian;

change of owner from a custodian for the benefit of an individual to the same individual;

change of owner from an individual to a custodian for the benefit of the same individual;

collateral assignments;

change in trust as owner where the individual owner and the grantor of the trust are the same individual;

change of owner from an individual to a trust where the individual owner and the grantor of the trust are the same individual; and

change of owner from a trust to an individual where the individual owner and the grantor of the trust are the same individual.

Taxation. For more information about the tax treatment of amounts paid to you under the ING LifePay rider, see “Federal Tax Considerations – Taxation of Distributions”.

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designations are required in order to purchase the ING Joint LifePay rider. See “Ownership, Annuitant, and Beneficiary Requirements” below.

IRAs. There may only be one owner, who must also be the annuitant. The owner’s spouse must be the sole primary beneficiary.

Custodial IRAs. While we do not maintain individual owner and beneficiary designations for IRAs held by an outside custodian, the ownership and beneficiary designations with the custodian must comply with the requirements listed in “IRAs” above. The annuitant must be the same as the beneficial owner of the custodial IRA. We require the custodian to provide us the name and date of birth of both the owner and the owner’s spouse.

terminate your contract pursuant to its terms during the accumulation phase, surrender, or begin receiving annuity payments in lieu of payments under the ING Joint LifePay rider;

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change the owner of the contract (other than a spousal continuation by an active spouse).

See “Change of Owner or Annuitant,” below. Other circumstances that may cause the ING Joint LifePay rider to terminate automatically are discussed below.

In the event of the death of one spouse (in which case the deceased spouse becomes inactive).

A divorce will terminate the ability of an ex-spouse to continue the contract. See “Divorce” below.

the annuity commencement date;

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reduction of the contract value to zero by a withdrawal in excess of the Maximum Annual Withdrawal;

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reduction of the contract value to zero by a withdrawal less than or equal to the Maximum Annual Withdrawal (see “Lifetime Automatic Periodic Benefit Status” below);

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the surrender of the contract; or

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the death of the owner (first owner, in the case of joint owners, or the annuitant, in the case of a custodial IRA), unless your active spouse beneficiary elects to continue the contract.

As described below, certain features of the ING Joint LifePay rider may differ depending upon whether you are in Lifetime Guaranteed Withdrawal Status.

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How the ING Joint LifePay Rider Works. The ING Joint LifePay rider has two phases. The first phase, called the Growth Phase, begins on the effective date of the ING Joint LifePay rider and ends as of the business day before the first withdrawal is taken (or when the annuity commencement date is reached). The second phase is called the Withdrawal Phase. This phase begins as of the date you take the first withdrawal of any kind under the contract (other than investment advisory fees, as described below), or the annuity commencement date, whichever occurs first. During the accumulation phase of the contract, the ING Joint LifePay rider may be in either the Growth Phase or the Withdrawal Phase. During the income phase of the contract, the ING Joint LifePay rider may only be in the Withdrawal Phase. The ING Joint LifePay rider is initially in Lifetime Guaranteed Withdrawal Status. While in this status you may terminate the ING Joint LifePay rider by electing to enter the income phase and begin receiving annuity payments. However, if you have not elected to begin receiving annuity payments, and the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status because the contract value has been reduced to zero, the ING Joint LifePay rider and contract terminate (other than those provisions regarding the payment of the Maximum Annual Withdrawal, as described below) and you can no longer elect to receive annuity payments.

If you purchased the ING Joint LifePay rider on the contract date, the initial ING Joint LifePay Base is equal to the initial premium.

If you purchased the ING Joint LifePay rider after the contract date, the initial ING Joint LifePay Base is equal to the contract value on the effective date of the ING Joint LifePay rider.

Annuitant Age	Maximum Annual Withdrawal Percentage
55-64	4%
65-75	5%
76-80	6%
81+	7%

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Once determined the Maximum Annual Withdrawal percentage never changes for the contract.

If the ING Joint LifePay rider is in the Growth Phase, and the annuity commencement date is reached, the ING Joint LifePay rider will enter the Withdrawal Phase and annuity payments will begin. In lieu of the annuity options under the Contract, you may elect a life only annuity option under which we will pay the greater of the annuity payout under the Contract and annual payments equal to the Maximum Annual Withdrawal, provided that, if both spouses are active, payments under the life only annuity option will be calculated using the joint live expectancy table for both spouses. If only one spouse is active, payments will be calculated using the single life expectancy table for the active spouse.

When a withdrawal is made, the total withdrawals taken in a contract year are compared with the current Maximum Annual Withdrawal. To the extent that the withdrawal taken causes the total withdrawals in that year to exceed the current Maximum Annual Withdrawal, that withdrawal is considered excess. For purposes of determining whether the Maximum Annual Withdrawal has been exceeded, any Market Value Adjustment or surrender charges will not be considered. However, for purposes of determining the Maximum Annual Withdrawal reduction after an excess withdrawal, any surrender charges and/or Market Value Adjustment are considered to be part of the withdrawal, and will be included in the pro-rata adjustment to the Maximum Annual Withdrawal. See Appendix H, Illustration 1 and 2 for examples of this concept.

Required Minimum Distributions. Withdrawals taken from the contract to satisfy the Required Minimum Distribution rules of the Tax Code are considered withdrawals for purposes of the ING Joint LifePay rider, and will begin the Withdrawal Phase if the Withdrawal Phase has not already started. Any such withdrawal, which exceeds the Maximum Annual Withdrawal for a specific contract year, will not be deemed excess withdrawals in that contract year, subject to the following:

You may withdraw the Additional Withdrawal Amount from this contract without it being deemed an excess withdrawal.

Any withdrawals taken in a contract year will count first against the Maximum Annual Withdrawal for that contract year.

Withdrawals that exceed the Additional Withdrawal Amount are excess withdrawals and will reduce the Maximum Annual Withdrawal on a pro-rata basis, as described above.

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See Appendix H, Illustration 3.

Investment Advisory Fees. Withdrawals taken pursuant to a program established by the owner for the payment of investment advisory fees to a named third party investment adviser for advice on management of the contract’s values will not cause the Withdrawal Phase to begin. During the Growth Phase, such withdrawals reduce the ING Joint LifePay Base on a pro-rata basis, and during the Withdrawal Phase, these withdrawals are treated as any other withdrawal.

When the ING Joint LifePay rider enters Lifetime Automatic Periodic Benefit Status:

the contract will provide no further benefits (including death benefits) other than as provided under the ING Joint LifePay rider;

no further premium payments will be accepted; and

any other riders attached to the contract will terminate, unless otherwise specified in that rider.

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Accepted Funds. Currently the Accepted Funds are the ING LifeStyle Moderate Portfolio, ING LifeStyle Moderate Growth Portfolio, ING LifeStyle Growth Portfolio, ING Market Pro Portfolio, ING Liquid Assets Portfolio, Fixed Account II, and the Fixed Interest Division. We may change these designations at any time upon 30 days notice to you. If a change is made, the change will apply to contract value allocated to such portfolios after the date of the change.

Fixed Allocation Fund. The ING VP Intermediate Bond Portfolio is designated as the Fixed Allocation Fund.

Other Funds. All portfolios available under the contract other than Accepted Funds or the Fixed Allocation Fund are considered Other Funds.

receipt of additional premiums;

transfer or reallocation among the Fixed Allocation Fund or Other Funds, whether automatic or specifically directed by you; and

withdrawals from the Fixed Allocation Fund or Other Funds.

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In certain circumstances, Fixed Allocation Fund Automatic Rebalancing may result in a reallocation into the Fixed Allocation Fund even if you have not previously been invested in it. See “Appendix I – Examples of Fixed Allocation Fund Automatic Rebalancing, Example I.” By electing to purchase the ING Joint LifePay rider, you are providing the Company with direction and authorization to process these transactions, including reallocations into the Fixed Allocation Fund. You should not purchase the ING Joint LifePay rider if you do not wish to have your contract value reallocated in this manner.

In the event of a divorce during Lifetime Automatic Periodic Benefit Status, there will be no change to the periodic payments made. Payments will continue until both spouses are deceased.

If the surviving spouse is in inactive status: The ING Joint LifePay rider terminates and ING Joint LifePay coverage and charges cease upon proof of death.

spousal continuation by an active spouse, as described above;

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change of owner from one custodian to another custodian for the benefit of the same individual;

change of owner from an individual to a custodian for the benefit of the same individual;

collateral assignments;

for nonqualified contracts only, the addition of a joint owner, provided that the additional joint owner is the original owner’s spouse and is active when added as joint owner;

for nonqualified contracts, removal of a joint owner, provided the removed joint owner is active and becomes the primary contract beneficiary; and

change of owner where the owner becomes the sole primary beneficiary and the sole primary beneficiary becomes the owner if both were active spouses at the time of the change.

Other Contracts

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WITHDRAWALS

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close of business on the day we receive your withdrawal request at our Customer Service Center. The contract value may be more or less than the premium payments made.

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For administrative purposes, we will transfer your money to a specially designated subaccount (currently, the ING Liquid Assets subaccount) prior to processing the withdrawal. This transfer will not affect the withdrawal amount you receive.

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Please be aware that the benefit we pay under certain optional benefit riders may be reduced by any withdrawals you take while the optional benefit rider is in effect. See “Optional Riders.”

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We offer the following three withdrawal options:

Regular Withdrawals

Systematic Withdrawals

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Frequency

Maximum Percentage

of Premiums Not Previously Withdrawn

Monthly

0.83%

Quarterly

2.50%

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Annually

10.00%

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Fixed Dollar Systematic Withdrawal Feature

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IRA Withdrawals

An IRA withdrawal from a Fixed Interest Allocation in excess of the amount allowed under systematic withdrawals will be subject to a Market Value Adjustment.

TRANSFERS AMONG YOUR INVESTMENTS

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is to lower the percentage of total contract value in the Restricted Fund, the reallocation will be permitted even if the percentage of contract value in the Restricted Fund is greater than the limit.

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:

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Increased trading and transaction costs;

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Forced and unplanned portfolio turnover;

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Lost opportunity costs; and

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

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

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

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

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

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

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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.

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

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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.

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Limits Imposed by Underlying Funds

Most underlying funds have their own excessive trading policies, and orders for the purchase of fund shares are subject to acceptance or rejection by the underlying 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.

Dollar Cost Averaging

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You may elect to participate in our dollar cost averaging (“DCA”) program if you have at least $1,200 of contract value in (i) the ING Liquid Assets subaccount, or (ii) a Fixed Interest Allocation with either a 6-month or a 1-year guaranteed interest period (subject to availability). These subaccounts or Fixed Interest Allocations serve as the source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to other subaccounts selected by you. We also may offer DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively for use with the dollar cost averaging program. The DCA Fixed Interest Allocations require a minimum premium payment of $1,200 directed into a DCA Fixed Interest Allocation. A Fixed Interest Allocation or DCA Fixed Interest Allocation may not participate in the dollar cost averaging program and in systematic withdrawals at the same time. There is no additional charge for this feature.

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dollar cost averaging program, you are continuously investing in securities regardless of fluctuating price levels. You should consider your tolerance for investing through periods of fluctuating price levels.

Unless you have a DCA Fixed Interest Allocation, you elect the dollar amount you want transferred under this program. Each monthly transfer must be at least $100. If your source account is the ING Liquid Assets subaccount or a 1-year Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 12. If your source account is a 6-month Fixed Interest Allocation, the maximum amount that can be transferred each month is your contract value in such source account divided by 6. You may change the transfer amount once each contract year. If you have a DCA Fixed Interest Allocation, there is no minimum or maximum transfer amount. We will transfer all your money allocated to that source account into the subaccount(s) in equal payments over the selected 6-month or 1-year period. The last payment will include earnings accrued over the course of the selected period. If you make an additional premium payment into a Fixed Interest Allocation subject to dollar cost averaging, the amount of your transfers under the dollar cost averaging program remains the same, unless you instruct us to increase the transfer amount.

Transfers from a Fixed Interest Allocation or a DCA Fixed Interest Allocation under the dollar cost averaging program are not subject to a Market Value Adjustment. However, if you terminate the dollar cost averaging program for a DCA Fixed Interest Allocation and there is money remaining in the DCA Fixed Interest Allocation, we will transfer the remaining money to the ING Liquid Assests subaccount. Such transfer will trigger a Market Value Adjustment if the transfer is made more than 30 days before the maturity date of the DCA Fixed Interest Allocation.

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of any remaining amounts to be transferred under the dollar cost averaging program to the Restricted Funds.

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Automatic Rebalancing

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DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase

During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either the contract owner, or the first of joint owners or the annuitant (when a contract owner is not an individual) dies. Assuming you are the contract owner, your beneficiary will receive a death benefit unless the beneficiary is your surviving spouse and elects to continue the Contract. We calculate the death benefit value as of the close of the business day on which we receive written notice and due proof of death, as well as any required paperwork, at our Customer Service Center (“claim date”). If your beneficiary wants to receive the death benefit on a date later than this, it may affect the amount of the benefit payable in the future. The proceeds may be received in a single sum, applied to any of the annuity options, or, if available, paid over the beneficiary’s lifetime. (See “Systematic Withdrawals” above). A beneficiary’s right to elect an annuity option or receive a lump-sum payment may have been restricted by the contract owner. If so, such rights or options will not be available to the beneficiary.

If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum distribution. Unless you elect 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. We will generally pay death benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the payment. For information on required distributions under federal income tax laws, you should see “Required Distributions upon Contract Owner’s Death.” Interest earned on this account may be less than interest paid on other settlement options.

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The death benefit may be subject to certain mandatory distribution rules required by federal tax law.

In all cases described below, the amount of the death benefit could be reduced by premium taxes owed and withdrawals not previously deducted.

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the contract value; or

the cash surrender value.

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Standard Death Benefit. The Standard Death Benefit equals the greater of:

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the Base Death Benefit; and

the Standard Minimum Guaranteed Death Benefit (“Standard MGDB”) for amounts allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Standard MGDB.

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The Standard MGDB allocated to Covered Funds equals premium payments allocated to Covered Funds less pro-rata adjustments for any withdrawals and transfers.

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Transfers among Fund categories do not reduce the overall Standard MGDB.

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The Quarterly Ratchet Enhanced Death Benefit equals the greater of:

the Standard Death Benefit; and

the Quarterly Ratchet Minimum Guaranteed Death Benefit (“Quarterly Ratchet MGDB”) allocated to Covered Funds plus the contract value allocated to Excluded Funds.

Covered Funds are all investment options not designated as Excluded Funds. No investment options are currently designated as Excluded Funds for purposes of the Quarterly Ratchet MGDB.

the current contract value in Covered Funds (after deductions occurring as of that date); or

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the current contract value in Excluded Funds (after deductions occurring as of that date); or

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Withdrawals reduce the Quarterly Ratchet MGDB on a pro-rata basis. The pro-rata adjustment is based on the change in contract value resulting from the withdrawal, not the amount requested.

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The 7% Solution Death Benefit Element is the greater of:

the Standard Death Benefit; and

the lesser of:

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2.5 times all premium payments, adjusted for withdrawals (the “cap”); or

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the sum of the 7% Solution Minimum Guaranteed Death Benefit Element (“7% MGDB”) allocated to Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to Excluded Funds.

For Contracts issued prior to August 21, 2006, the cap is 3 times all premium payments, adjusted for withdrawals.

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For purposes of calculating the 7% Solution Death Benefit Element, the following investment options are designated as Special Funds: the ING Liquid Assets Portfolio, the ING PIMCO Core Bond Portfolio, the Fixed Account, the Fixed Interest Division, and the TSA Special Fixed Account.

For Contracts issued prior to August 21, 2006, the ING VP Intermediate Bond Portfolio is designated as a Special Fund.

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Covered Funds are all investment options not designated as Special Funds or Excluded Funds. No investment options are currently designated as Excluded Funds.

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The 7% MGDB allocated to Special Funds equals premiums allocated to Special Funds, adjusted for withdrawals and transfers. There is no accumulation of 7% MGDB allocated to Special Funds.

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Note:

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There is an extra charge for the earnings multiplier benefit rider and once selected, it may not be revoked. The rider does not provide a benefit if there is no gain under the Contract. As such, the Company would continue to assess a charge for the rider, even though no benefit would be payable at death under the rider if there are no gains under the Contract. Please see “Charges and Fees - Charges Deducted from the Subaccounts – Optional Rider charges - Earnings Multiplier Benefit Rider Charge” for a description of the charge.

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Death Benefit During the Income Phase

If any contract owner or the annuitant dies after the annuity start date, we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time.

Continuation After Death — Spouse

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subaccounts in proportion to the contract value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will allocate the addition to the ING Liquid Assets subaccount, or its successor. Such addition to contract value will not affect the guaranteed death benefit or any living benefit rider values. Any addition to contract value is available only to the spouse of the owner as of the date of death of the owner if such spouse under the provisions of the Contract elects to continue the Contract as his or her own.

The death benefits under each of the available options will continue, based on the surviving spouse’s age on the date that ownership changes.

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Continuation After Death — Not a Spouse

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Required Distributions Upon Contract Owner’s Death

We will not allow any payment of benefits provided under a non-qualified Contract which do not satisfy the requirements of Section 72(s) of the Tax Code.

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If a contract owner dies after the annuity start date, all of the contract owner’s rights granted under the Contract or allowed by us will pass to the contract owner’s beneficiary.

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Effect of ING LifePay and ING Joint LifePay Riders on Death Benefit

Please see “ING LifePay Minimum Guaranteed Withdrawal Benefit Rider - Death of Owner or Annuitant” for more information about the effect of the ING LifePay rider on the death benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING LifePay rider. Please see “ING Joint LifePay Minimum Guaranteed Withdrawal Benefit Rider – Death of Owner” for more information about the effect of the ING Joint LifePay rider on the death benefit under your contract and a description of the impact of the owner’s or annuitant’s death on the ING Joint LifePay rider.</R>

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THE ANNUITY OPTIONS

Annuitization of Your Contract

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Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the amount of which is fixed and guaranteed by us. Payments under the current annuity options will last either for a specified period of time or for the life of the annuitant, or both – depending on the option. We will determine the amount of annuity payments on the annuity start date by multiplying the contract value (adjusted for any market value adjustment) by the applicable payment factor provided under the Contract and dividing by 1,000. The applicable payment factor will depend on: the annuity option; payment date; the frequency of payments you choose and the age of the annuitant or beneficiary (and gender, where appropriate under applicable law). Because our current annuity options provide only for fixed payments, subsequent payments will not differ from the amount of your first annuity payment.

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Our approval is needed for any option where:

The person named to receive payment is other than the contract owner or beneficiary;

The person named is not a natural person, such as a corporation; or

Any income payment would be less than the minimum annuity income payment allowed.

Selecting the Annuity Start Date

If you do not select an annuity start date, it will automatically begin in the month following the annuitant’s 90th birthday, or 10 years from the contract date, if later.

Frequency of Annuity Payments

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Beneficiary Rights

A beneficiary’s right to elect an annuity option or receive a lump sum may have been restricted by the contract owner. If so, such options will not be available to the beneficiary.

The Annuity Options

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Payment When Named Person Dies

When the person named to receive payment dies, we will pay any amounts still due as provided in the annuity agreement between you and ING USA. The amounts we will pay are determined as follows:

For Option 3, no amounts are payable after both named persons have died.

For Option 4, the annuity option agreement will state the amount we will pay, if any.

OTHER CONTRACT PROVISIONS

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Reports to Contract Owners

Suspension of Payments

In Case of Errors in Your Application

Assigning the Contract as Collateral

Contract Changes — Applicable Tax Law

We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable federal tax law. We will give you advance notice of such changes.

Free Look

You may cancel your Contract within your 10-day free look period. We deem the free look period to expire 15 days after we mail the Contract to you. Some states may require a longer free look period. To cancel, you need to send your Contract to our Customer Service Center or to the agent from whom you purchased it. We will refund the contract value (which may be more or less than the premium payments you paid) or, if required by your state, the original amount of your premium payment. For purposes of the refund during the free look period, (i) we adjust your contract value for any market value adjustment (if you have invested in the Fixed Account), and (ii) then we include a refund of any charges deducted from your contract value. Because of the market risks associated with investing in the portfolios and the potential positive or negative effect of the market value adjustment, the contract value returned may be greater or less than the premium payment you paid. Some states require us to return to you the amount of the paid premium (rather than the contract value) in which case you will not be subject to investment risk during the free look period. In these states, your premiums designated for investment in the subaccounts may be allocated during the free look period to a subaccount specially designated by the Company for this purpose (currently, the ING Liquid Assets subaccount). We may, in our discretion, require that premiums designated for investment in the subaccounts from all other states as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount during the free look period. Your free look rights depend on the laws of the state in which you purchase the Contract. Your Contract is void as of the day we receive your Contract and cancellation request in good order. We determine your contract value at the close of business on the day we void your Contract. If you keep your Contract after the free look period and the investment is allocated to a subaccount specially designated by the Company, we will put your money in the subaccount(s) chosen by you, based on the accumulation unit value next computed for each subaccount, and/or in the Fixed Interest Allocation chosen by you.

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Special Arrangements

Selling the Contract

DSI pays selling firms for Contract sales according to one or more schedules. This compensation is generally based on a percentage of premium payments. DSI has entered into a selling agreement with Wells Fargo Securities, Inc. (“Wells Fargo”) to sell the Contracts through registered representatives of Wells Fargo and its affiliated broker dealers. Wells Fargo may receive commissions of up to 7.0% of premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.25% 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 the firm’s practices. Commissions and annual compensation, when combined, could exceed 7.0% 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.

•

Marketing allowances;

•

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

•

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

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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

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.

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.

OTHER INFORMATION

Voting Rights

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State Regulation

Legal Proceedings

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

FEDERAL TAX CONSIDERATIONS

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:

•

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.

Types of Contracts: Non-Qualified or Qualified

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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.

Taxation of Non-Qualified Contracts

Taxation Prior to Distribution

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Delayed Annuity Starting Date. If the Contract’s annuity starting date occurs (or is scheduled to occur) at

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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.

Taxation of Distributions

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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.

•

made on or after the taxpayer reaches age 59½

•

made on or after the death of a contract owner;

•

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.

•

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

•

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

•

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

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

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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

Distributions – General

Direct Rollovers

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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.

Corporate and Self-Employed Pension and Profit Sharing Plans

Individual Retirement Annuities – General

Individual Retirement Annuities – Distributions

All distributions from a traditional IRA are taxed as received unless either one of the following is true:

•

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

•

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

•

Start date for distributions;

•

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

•

Distribution amounts.

•

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

•

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

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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.

•

Over the life of the designated beneficiary; or

•

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:

•

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

•

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

Roth IRAs – General

Roth IRAs – Distributions

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

•

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

•

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

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Tax Sheltered Annuities – General

Tax Sheltered Annuities – Loans

Any outstanding loan balance impacts the following:

•

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

•

Riders:

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Tax Sheltered Annuities – Distributions

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

•

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 Code; or

•

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

Tax Consequences of Enhanced Death Benefit

Other Tax Consequences

Possible Changes in Taxation

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

Federal Income Tax Withholding

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Assignments

Taxation of Company

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STATEMENT OF ADDITIONAL INFORMATION

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
Published Ratings	2
Accumulation Unit Value	2
Performance Information	2
Other Information	3
Financial Statements of ING USA Annuity and Life Insurance Company	4
Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company	4

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR SEPARATE ACCOUNT B.

Please Print or Type:

__________________________________________________

Name

__________________________________________________

Social Security Number

__________________________________________________

Street Address

__________________________________________________

City, State, Zip

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08/21/06

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_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

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APPENDIX A

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 1.65%

	2005	2004	2003
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.89
Value at end of period	$11.55
Number of accumulation units outstanding at end of period	507,068
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.67
Value at end of period	$17.29
Number of accumulation units outstanding at end of period	2,694,431
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.79
Value at end of period	$12.38
Number of accumulation units outstanding at end of period	2,071,944
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.92	$9.98	$7.80
Value at end of period	$11.34	$10.92	$9.98
Number of accumulation units outstanding at end of period	2,083,613	1,820,927	947,458
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$19.17	$16.31	$9.92
Value at end of period	$20.15	$19.17	$16.31
Number of accumulation units outstanding at end of period	1,035,548	1,007,648	845,094
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.86	$10.98	$10.00
Value at end of period	$12.28	$11.86	$10.98
Number of accumulation units outstanding at end of period	8,805,371	5,275,914	536,261

CFI 1

Condensed Financial Information (continued)


	2005	2004	2003
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.85	$10.76	$10.00
Value at end of period	$13.47	$11.85	$10.76
Number of accumulation units outstanding at end of period	12,968,062	7,574,705	1,003,541
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.54	$11.61	$10.00
Value at end of period	$16.11	$13.54	$11.61
Number of accumulation units outstanding at end of period	4,950,832	2,513,020	241,840
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.97
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	966,411
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.84
Value at end of period	$18.34
Number of accumulation units outstanding at end of period	1,455,754
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.80
Value at end of period	$11.28
Number of accumulation units outstanding at end of period	4,508,542
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	43,804
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$20.43	$18.08	$14.68
Value at end of period	$20.15	$20.43	$18.08
Number of accumulation units outstanding at end of period	377,982	394,924	364,191
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.89
Value at end of period	$10.74
Number of accumulation units outstanding at end of period	1,302,047
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.47
Value at end of period	$10.71
Number of accumulation units outstanding at end of period	92,164

CFI 2

CFI 3

Condensed Financial Information (continued)


	2005	2004	2003
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.52	$9.44	$7.19
Value at end of period	$13.25	$11.52	$9.44
Number of accumulation units outstanding at end of period	3,308,905	2,007,253	1,236,349
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.17
Value at end of period	$10.51
Number of accumulation units outstanding at end of period	19,414
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.13
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	17,593
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$21.23
Value at end of period	$28.76
Number of accumulation units outstanding at end of period	1,133,308
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.04
Value at end of period	$7.05
Number of accumulation units outstanding at end of period	1,030,731
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.30	$8.94	$6.04
Value at end of period	$11.71	$10.30	$8.94
Number of accumulation units outstanding at end of period	473,569	395,916	344,837
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.28	$8.88	$6.16
Value at end of period	$13.64	$10.28	$8.88
Number of accumulation units outstanding at end of period	1,968,335	1,024,922	472,273
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.85	$11.86	$10.00
Value at end of period	$14.95	$13.85	$11.86
Number of accumulation units outstanding at end of period	741,906	566,780	56,919
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63	$10.34	$7.83
Value at end of period	$13.06	$13.63	$10.34
Number of accumulation units outstanding at end of period	1,518,628	1,021,256	506,711

CFI 4

CFI 5

Condensed Financial Information (continued)


	2005	2004	2003
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	$10.62
Number of accumulation units outstanding at end of period	349,843
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.29	$10.59	$8.21
Value at end of period	$13.94	$12.29	$10.59
Number of accumulation units outstanding at end of period	3,692,516	1,879,994	296,301
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.46	$8.45	$7.01
Value at end of period	$9.86	$9.46	$8.45
Number of accumulation units outstanding at end of period	4,293,067	2,715,141	2,048,406
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.24
Value at end of period	$11.92
Number of accumulation units outstanding at end of period	6,449,925
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.12
Value at end of period	$11.69
Number of accumulation units outstanding at end of period	16,262,154
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.95
Value at end of period	$11.39
Number of accumulation units outstanding at end of period	13,849,451
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.81
Value at end of period	$11.20
Number of accumulation units outstanding at end of period	4,609,138
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.97
Value at end of period	$15.14
Number of accumulation units outstanding at end of period	2,157,975
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.18	$10.34	$8.01
Value at end of period	$11.60	$11.18	$10.34
Number of accumulation units outstanding at end of period	1,060,605	1,173,059	1,081,824

CFI 6

Condensed Financial Information (continued)


	2005	2004	2003
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.09
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	7,438
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.93	$13.49	$10.34
Value at end of period	$15.99	$14.93	$13.49
Number of accumulation units outstanding at end of period	2,979,009	2,512,016	1,979,404
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	$12.40
Number of accumulation units outstanding at end of period	888,379
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.86
Value at end of period	$11.78
Number of accumulation units outstanding at end of period	1,015,999
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.83
Value at end of period	$12.25
Number of accumulation units outstanding at end of period	260,047
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$24.37	$21.54	$15.74
Value at end of period	$24.72	$24.37	$21.54
Number of accumulation units outstanding at end of period	1,075,858	1,290,210	1,153,663
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$23.63
Value at end of period	$23.92
Number of accumulation units outstanding at end of period	3,365,929
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	$11.38
Number of accumulation units outstanding at end of period	1,195,134
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.93
Value at end of period	$12.17

CFI 8

Number of accumulation units outstanding at end of period

344,200

CFI 9

Condensed Financial Information (continued)


	2005	2004	2003
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$20.16	$18.16	$14.82
Value at end of period	$20.96	$20.16	$18.16
Number of accumulation units outstanding at end of period	858,685	887,678	933,001
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.22	$12.82	$12.44
Value at end of period	$13.32	$13.22	$12.82
Number of accumulation units outstanding at end of period	4,194,516	3,434,155	2,698,621
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during May 2004)
Value at beginning of period	$10.80	$10.00
Value at end of period	$11.08	$10.80
Number of accumulation units outstanding at end of period	4,678,798	4,403,121
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	835,053
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.88
Number of accumulation units outstanding at end of period	6,591,837
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.63	$10.81	$10.00
Value at end of period	$12.72	$11.63	$10.81
Number of accumulation units outstanding at end of period	1,579,345	1,121,331	94,036
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.29	$11.59	$8.49
Value at end of period	$12.64	$12.29	$11.59
Number of accumulation units outstanding at end of period	2,187,034	2,410,480	2,190,115
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$19.65
Value at end of period	$21.24
Number of accumulation units outstanding at end of period	1,493,366
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$38.07	$33.19	$26.95
Value at end of period	$40.34	$38.07	$33.19

CFI 10

Number of accumulation units outstanding at end of period

4,439,198

3,119,934

1,938,760

CFI 11

Condensed Financial Information (continued)


	2005	2004	2003
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$27.43	$24.27	$19.72
Value at end of period	$28.03	$27.43	$24.27
Number of accumulation units outstanding at end of period	2,827,868	2,602,040	1,543,749
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.14
Value at end of period	$9.58
Number of accumulation units outstanding at end of period	972,804
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.15
Value at end of period	$11.96
Number of accumulation units outstanding at end of period	45,256
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.13
Value at end of period	$12.35
Number of accumulation units outstanding at end of period	1,620,818
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$10.84
Number of accumulation units outstanding at end of period	369,153
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.02
Value at end of period	$11.34
Number of accumulation units outstanding at end of period	475,714
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.15	$10.97	$8.83
Value at end of period	$13.30	$12.15	$10.97
Number of accumulation units outstanding at end of period	2,119,939	1,143,284	441,247
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$25.05	$22.32	$17.75
Value at end of period	$27.12	$25.05	$22.32
Number of accumulation units outstanding at end of period	1,524,990	1,423,862	1,070,653
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$49.64	$36.64	$27.05
Value at end of period	$57.02	$49.64	$36.64

CFI 12

Number of accumulation units outstanding at end of period

935,631

672,058

395,687

CFI 13

Condensed Financial Information (continued)


	2005	2004	2003
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.08
Value at end of period	$11.72
Number of accumulation units outstanding at end of period	515,129
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$7.07	$6.57	$5.17
Value at end of period	$7.26	$7.07	$6.57
Number of accumulation units outstanding at end of period	643,892	521,142	424,273
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.38
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	361
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.67	$8.92	$10.00
Value at end of period	$10.01	$9.67	$8.92
Number of accumulation units outstanding at end of period	1,717,454	1,211,622	392,888
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.92
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	1,374,933
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.33
Value at end of period	$11.96
Number of accumulation units outstanding at end of period	1,104,254
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.40	$11.08	$10.63
Value at end of period	$11.54	$11.40	$11.08
Number of accumulation units outstanding at end of period	3,017,046	1,881,640	337,031
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.45	$7.09
Value at end of period	$8.07	$7.45
Number of accumulation units outstanding at end of period	307,954	316,589
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.77	$6.26	$4.60
Value at end of period	$7.25	$6.77	$6.26
Number of accumulation units outstanding at end of period	1,407,649	1,295,970	951,109

CFI 14

CFI 15

Condensed Financial Information (continued)


	2005	2004	2003
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.69
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	175,994
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$20.91	$18.88	$14.64
Value at end of period	$21.76	$20.91	$18.88
Number of accumulation units outstanding at end of period	348,785	411,913	463,551
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.74
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	503
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.78	$8.20	$6.64
Value at end of period	$8.87	$8.78	$8.20
Number of accumulation units outstanding at end of period	276,280	391,752	212,538
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.24
Value at end of period	$9.83
Number of accumulation units outstanding at end of period	204,701
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.20
Value at end of period	$7.43
Number of accumulation units outstanding at end of period	692,648
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.58	$10.08	$7.18
Value at end of period	$11.71	$11.58	$10.08
Number of accumulation units outstanding at end of period	773,522	702,471	550,359
WELLS FARGO VT ASSET ALLOCATION FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$11.34	$10.75
Value at end of period	$11.71	$11.34
Number of accumulation units outstanding at end of period	159,975	66,510
WELLS FARGO VT EQUITY INCOME FUND
(Fund first available in this product during March 2004)
Value at beginning of period	$11.75	$11.29
Value at end of period	$12.17	$11.75
Number of accumulation units outstanding at end of period	19,076	16,526

CFI 16

Condensed Financial Information (continued)


	2005	2004	2003
WELLS FARGO VT EQUITY VALUE FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$11.75	$10.80
Value at end of period	$11.92	$11.75
Number of accumulation units outstanding at end of period	19,222	10,233
WELLS FARGO VT LARGE COMPANY GROWTH FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$10.42	$10.44
Value at end of period	$10.84	$10.42
Number of accumulation units outstanding at end of period	95,851	65,130
WELLS FARGO VT MONEY MARKET FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.88
Value at end of period	$9.96
Number of accumulation units outstanding at end of period	7,303
WELLS FARGO VT SMALL CAP GROWTH FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$11.91	$11.30
Value at end of period	$12.45	$11.91
Number of accumulation units outstanding at end of period	25,685	14,649
WELLS FARGO VT TOTAL RETURN BOND FUND
(Fund first available in this product during February 2004)
Value at beginning of period	$10.40	$10.25
Value at end of period	$10.43	$10.40
Number of accumulation units outstanding at end of period	47,106	18,206

CFI 18

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.80%

	2005	2004	2003
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.84
Value at end of period	$11.49
Number of accumulation units outstanding at end of period	352,163
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.63
Value at end of period	$17.22
Number of accumulation units outstanding at end of period	1,123,510
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.24
Value at end of period	$14.03
Number of accumulation units outstanding at end of period	1,399,642
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.86	$9.94	$7.79
Value at end of period	$11.26	$10.86	$9.94
Number of accumulation units outstanding at end of period	1,488,441	1,417,019	1,180,858
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$18.91	$16.11	$9.82
Value at end of period	$19.85	$18.91	$16.11
Number of accumulation units outstanding at end of period	1,600,667	2,040,024	2,304,112
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.83	$10.98	$10.00
Value at end of period	$12.24	$11.83	$10.98
Number of accumulation units outstanding at end of period	3,869,182	2,706,900	724,335
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.82	$10.76	$10.00
Value at end of period	$13.42	$11.82	$10.76
Number of accumulation units outstanding at end of period	5,322,761	3,253,026	913,862
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.52	$11.60	$10.00
Value at end of period	$16.05	$13.52	$11.60
Number of accumulation units outstanding at end of period	2,431,609	1,413,483	261,151

CFI 19

Condensed Financial Information (continued)


	2005	2004	2003
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	428,655
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.58
Value at end of period	$18.06
Number of accumulation units outstanding at end of period	2,107,561
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.72
Value at end of period	$11.18
Number of accumulation units outstanding at end of period	5,800,169
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	19,330
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$20.12	$17.84	$14.50
Value at end of period	$19.82	$20.12	$17.84
Number of accumulation units outstanding at end of period	760,223	904,507	983,871
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.88
Value at end of period	$10.71
Number of accumulation units outstanding at end of period	1,100,939
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.46
Value at end of period	$10.68
Number of accumulation units outstanding at end of period	24,325
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.45	$9.39	$7.17
Value at end of period	$13.14	$11.45	$9.39
Number of accumulation units outstanding at end of period	3,735,442	2,325,815	2,031,360
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.32
Value at end of period	$10.50
Number of accumulation units outstanding at end of period	23,613

CFI 20

CFI 21

Condensed Financial Information (continued)


	2005	2004	2003
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.37
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	793
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$20.72
Value at end of period	$28.03
Number of accumulation units outstanding at end of period	958,681
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.00
Value at end of period	$7.00
Number of accumulation units outstanding at end of period	980,093
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.23	$8.89	$6.02
Value at end of period	$11.62	$10.23	$8.89
Number of accumulation units outstanding at end of period	599,753	573,273	629,201
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.18	$8.80	$6.11
Value at end of period	$13.47	$10.18	$8.80
Number of accumulation units outstanding at end of period	1,662,498	1,042,282	847,929
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.82	$11.86	$10.00
Value at end of period	$14.90	$13.82	$11.86
Number of accumulation units outstanding at end of period	275,629	176,344	80,497
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63	$10.31	$7.82
Value at end of period	$12.98	$13.63	$10.31
Number of accumulation units outstanding at end of period	1,019,675	873,013	681,441
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	$10.61
Number of accumulation units outstanding at end of period	297,901
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.24	$10.57	$8.20
Value at end of period	$13.86	$12.24	$10.57
Number of accumulation units outstanding at end of period	1,478,096	630,752	268,993

CFI 22

CFI 23

Condensed Financial Information (continued)


	2005	2004	2003
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.40	$8.41	$6.99
Value at end of period	$9.79	$9.40	$8.41
Number of accumulation units outstanding at end of period	3,832,627	3,269,858	3,698,410
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.23
Value at end of period	$11.89
Number of accumulation units outstanding at end of period	3,819,492
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.11
Value at end of period	$11.66
Number of accumulation units outstanding at end of period	5,774,561
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.94
Value at end of period	$11.36
Number of accumulation units outstanding at end of period	5,570,119
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.80
Value at end of period	$11.17
Number of accumulation units outstanding at end of period	2,731,105
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.62
Value at end of period	$14.75
Number of accumulation units outstanding at end of period	3,755,357
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.10	$10.28	$7.98
Value at end of period	$11.50	$11.10	$10.28
Number of accumulation units outstanding at end of period	1,082,721	1,181,536	1,251,944
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.03
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	11,698
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.73	$13.34	$10.23
Value at end of period	$15.75	$14.73	$13.34
Number of accumulation units outstanding at end of period	4,449,482	4,872,617	5,319,925

CFI 24

Condensed Financial Information (continued)


	2005	2004	2003
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.38
Number of accumulation units outstanding at end of period	901,211
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.82
Value at end of period	$11.72
Number of accumulation units outstanding at end of period	1,075,154
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.78
Value at end of period	$12.18
Number of accumulation units outstanding at end of period	312,414
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$24.00	$21.24	$15.55
Value at end of period	$24.30	$24.00	$21.24
Number of accumulation units outstanding at end of period	1,862,675	2,244,738	2,586,393
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$23.27
Value at end of period	$23.51
Number of accumulation units outstanding at end of period	4,475,568
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.37
Number of accumulation units outstanding at end of period	997,079
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.12
Value at end of period	$13.48
Number of accumulation units outstanding at end of period	134,955
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$19.85	$17.91	$14.64
Value at end of period	$20.61	$19.85	$17.91
Number of accumulation units outstanding at end of period	1,625,837	1,916,552	2,135,321
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.02	$12.64	$12.29
Value at end of period	$13.10	$13.02	$12.64

CFI 25

Number of accumulation units outstanding at end of period

4,451,341

4,229,657

4,187,288

CFI 27

Condensed Financial Information (continued)


	2005	2004	2003
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during May 2004)
Value at beginning of period	$10.79	$10.00
Value at end of period	$11.06	$10.79
Number of accumulation units outstanding at end of period	4,992,196	5,910,000
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.22
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	547,803
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	$10.87
Number of accumulation units outstanding at end of period	3,271,699
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.61	$10.80	$10.00
Value at end of period	$12.67	$11.61	$10.80
Number of accumulation units outstanding at end of period	554,505	414,445	147,757
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.20	$11.52	$8.45
Value at end of period	$12.52	$12.20	$11.52
Number of accumulation units outstanding at end of period	3,073,205	3,539,089	4,017,738
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$19.29
Value at end of period	$20.82
Number of accumulation units outstanding at end of period	1,545,865
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$37.15	$32.45	$26.38
Value at end of period	$39.31	$37.15	$32.45
Number of accumulation units outstanding at end of period	5,593,875	5,095,640	4,498,234
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$26.77	$23.73	$19.30
Value at end of period	$27.32	$26.77	$23.73
Number of accumulation units outstanding at end of period	2,579,967	2,660,206	2,387,635
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.09
Value at end of period	$9.50

CFI 28

Number of accumulation units outstanding at end of period

1,054,274

CFI 29

Condensed Financial Information (continued)


	2005	2004	2003
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.21
Value at end of period	$11.93
Number of accumulation units outstanding at end of period	19,477
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.08
Value at end of period	$12.28
Number of accumulation units outstanding at end of period	271,921
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$10.83
Number of accumulation units outstanding at end of period	247,764
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98
Value at end of period	$11.28
Number of accumulation units outstanding at end of period	552,480
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.10	$10.94	$8.82
Value at end of period	$13.23	$12.10	$10.94
Number of accumulation units outstanding at end of period	1,194,633	793,145	565,302
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$24.63	$21.98	$17.50
Value at end of period	$26.62	$24.63	$21.98
Number of accumulation units outstanding at end of period	1,917,353	1,987,888	2,020,012
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$48.45	$35.82	$26.48
Value at end of period	$55.57	$48.45	$35.82
Number of accumulation units outstanding at end of period	1,005,107	1,026,075	933,790
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.07
Value at end of period	$11.70
Number of accumulation units outstanding at end of period	484,010
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$7.02	$6.53	$5.15
Value at end of period	$7.20	$7.02	$6.53

CFI 30

Number of accumulation units outstanding at end of period

883,388

872,735

910,436

CFI 31

Condensed Financial Information (continued)


	2005	2004	2003
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.62	$8.89	$7.19
Value at end of period	$9.94	$9.62	$8.89
Number of accumulation units outstanding at end of period	1,190,341	578,842	335,685
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.60
Value at end of period	$13.72
Number of accumulation units outstanding at end of period	577,024
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.66
Value at end of period	$14.40
Number of accumulation units outstanding at end of period	572,793
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.35	$11.05	$10.62
Value at end of period	$11.48	$11.35	$11.05
Number of accumulation units outstanding at end of period	2,290,174	1,363,166	785,879
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.41	$7.06
Value at end of period	$8.01	$7.41
Number of accumulation units outstanding at end of period	307,230	348,463
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.73	$6.24	$4.59
Value at end of period	$7.20	$6.73	$6.24
Number of accumulation units outstanding at end of period	1,411,612	1,460,032	1,478,756
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$8.60
Value at end of period	$9.01
Number of accumulation units outstanding at end of period	259,485
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$20.51	$18.55	$14.41
Value at end of period	$21.32	$20.51	$18.55
Number of accumulation units outstanding at end of period	1,109,749	1,286,081	1,511,002
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.88
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	302

CFI 32

Condensed Financial Information (continued)


	2005	2004	2003
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.73	$8.17	$6.62
Value at end of period	$8.81	$8.73	$8.17
Number of accumulation units outstanding at end of period	743,586	883,577	990,737
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.19
Value at end of period	$9.76
Number of accumulation units outstanding at end of period	237,235
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.18
Value at end of period	$7.40
Number of accumulation units outstanding at end of period	425,290
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.51	$10.04	$7.16
Value at end of period	$11.62	$11.51	$10.04
Number of accumulation units outstanding at end of period	639,751	972,699	1,323,338

CFI 33

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.90%

	2005	2004	2003
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.81
Value at end of period	$11.45
Number of accumulation units outstanding at end of period	615,019
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.60
Value at end of period	$17.17
Number of accumulation units outstanding at end of period	2,978,691
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.24
Value at end of period	$11.93
Number of accumulation units outstanding at end of period	1,295,394
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.82	$9.92	$7.78
Value at end of period	$11.21	$10.82	$9.92
Number of accumulation units outstanding at end of period	3,041,475	3,034,707	1,794,730
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$18.75	$15.99	$9.76
Value at end of period	$19.65	$18.75	$15.99
Number of accumulation units outstanding at end of period	2,645,181	3,046,960	2,753,698
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 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	11,024,052	9,395,072	1,387,064
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.81	$10.75	$10.00
Value at end of period	$13.39	$11.81	$10.75
Number of accumulation units outstanding at end of period	14,220,295	12,085,363	1,785,979
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 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	4,904,188	3,432,847	564,361
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)

CFI 34

Value at beginning of period	$10.02
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	390,338

CFI 36

Condensed Financial Information (continued)


	2005		2004	2003
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.41
Value at end of period	$17.88
Number of accumulation units outstanding at end of period	2,937,686
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.67
Value at end of period	$11.11
Number of accumulation units outstanding at end of period	8,743,724
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	5,264
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$19.92		$17.67	$14.38
Value at end of period	$19.60		$19.92	$17.67
Number of accumulation units outstanding at end of period	952,970		1,083,314	1,029,028
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.87
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	2,164,815
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.45
Value at end of period	$10.66
Number of accumulation units outstanding at end of period	66,624
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.40		$9.36	$7.15
Value at end of period	$13.07		$11.40	$9.36
Number of accumulation units outstanding at end of period	6,549,244		3,937,987	3,090,180
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period		$10.06
Value at end of period		$10.49
Number of accumulation units outstanding at end of period		60,712
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.00
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	369

CFI 37

CFI 38

Condensed Financial Information (continued)


	2005	2004	2003
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$20.39
Value at end of period	$27.55
Number of accumulation units outstanding at end of period	2,247,684
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$6.97
Value at end of period	$6.97
Number of accumulation units outstanding at end of period	1,868,194
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.19	$8.86	$6.01
Value at end of period	$11.55	$10.19	$8.86
Number of accumulation units outstanding at end of period	1,336,164	1,251,267	1,098,078
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.11	$8.75	$6.08
Value at end of period	$13.37	$10.11	$8.75
Number of accumulation units outstanding at end of period	2,969,517	1,999,161	1,334,968
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 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	772,618	725,812	104,296
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63	$10.30	$7.82
Value at end of period	$12.94	$13.63	$10.30
Number of accumulation units outstanding at end of period	1,880,314	2,099,655	1,006,794
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.05
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	23,399
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.20	$10.55	$8.20
Value at end of period	$13.81	$12.20	$10.55
Number of accumulation units outstanding at end of period	3,941,374	3,062,604	582,823
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.36	$8.38	$6.97
Value at end of period	$9.73	$9.36	$8.38
Number of accumulation units outstanding at end of period	5,533,758	4,964,766	4,168,723

CFI 39

CFI 40

Condensed Financial Information (continued)


	2005	2004	2003
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.22
Value at end of period	$11.87
Number of accumulation units outstanding at end of period	6,462,213
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.11
Value at end of period	$11.64
Number of accumulation units outstanding at end of period	13,744,989
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.93
Value at end of period	$11.34
Number of accumulation units outstanding at end of period	12,125,840
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.79
Value at end of period	$11.15
Number of accumulation units outstanding at end of period	5,644,218
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.38
Value at end of period	$14.50
Number of accumulation units outstanding at end of period	4,301,910
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.04	$10.24	$7.95
Value at end of period	$11.43	$11.04	$10.24
Number of accumulation units outstanding at end of period	1,932,727	2,375,113	2,433,238
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.02
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	406
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.60	$13.23	$10.16
Value at end of period	$15.60	$14.60	$13.23
Number of accumulation units outstanding at end of period	5,698,458	5,851,107	5,372,714
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	1,569,304

CFI 41

CFI 42

Condensed Financial Information (continued)


	2005	2004	2003
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.79
Value at end of period	$11.68
Number of accumulation units outstanding at end of period	2,389,297
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.75
Value at end of period	$12.14
Number of accumulation units outstanding at end of period	567,286
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.75	$21.04	$15.42
Value at end of period	$24.02	$23.75	$21.04
Number of accumulation units outstanding at end of period	2,996,322	3,541,706	3,633,581
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$23.03
Value at end of period	$23.25
Number of accumulation units outstanding at end of period	6,211,415
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	$11.36
Number of accumulation units outstanding at end of period	2,039,373
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.92
Number of accumulation units outstanding at end of period	233,709
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$19.64	$17.74	$14.51
Value at end of period	$20.37	$19.64	$17.74
Number of accumulation units outstanding at end of period	2,055,419	2,260,629	2,358,725
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.88	$12.52	$12.19
Value at end of period	$12.95	$12.88	$12.52
Number of accumulation units outstanding at end of period	5,756,193	6,098,052	5,824,732
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during November 2003)
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	7,071,207	8,122,576

CFI 43

CFI 44

Condensed Financial Information (continued)


	2005	2004	2003
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	1,221,056
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	8,389,895
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 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	2,097,685	1,947,332	291,189
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.14	$11.47	$8.42
Value at end of period	$12.45	$12.14	$11.47
Number of accumulation units outstanding at end of period	5,738,128	6,906,094	6,946,527
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$19.05
Value at end of period	$20.54
Number of accumulation units outstanding at end of period	2,134,120
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$36.56	$31.96	$26.01
Value at end of period	$38.64	$36.56	$31.96
Number of accumulation units outstanding at end of period	6,812,134	6,613,564	5,130,780
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$26.34	$23.37	$19.03
Value at end of period	$26.85	$26.34	$23.37
Number of accumulation units outstanding at end of period	4,873,923	5,039,682	3,453,724
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.05
Value at end of period	$9.45
Number of accumulation units outstanding at end of period	1,872,418
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.11
Value at end of period	$11.15

CFI 45

Number of accumulation units outstanding at end of period

31,306

CFI 46

Condensed Financial Information (continued)


	2005	2004	2003
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.22
Value at end of period	$11.39
Number of accumulation units outstanding at end of period	460,029
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	224,811
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.96
Value at end of period	$11.24
Number of accumulation units outstanding at end of period	779,304
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.07	$10.92	$8.82
Value at end of period	$13.18	$12.07	$10.92
Number of accumulation units outstanding at end of period	2,218,687	1,699,597	898,110
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$24.35	$21.75	$17.34
Value at end of period	$26.29	$24.35	$21.75
Number of accumulation units outstanding at end of period	2,851,108	2,982,066	2,428,852
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$47.67	$35.28	$26.11
Value at end of period	$54.62	$47.67	$35.28
Number of accumulation units outstanding at end of period	1,590,376	1,760,569	1,166,070
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.06
Value at end of period	$11.68
Number of accumulation units outstanding at end of period	950,476
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.99	$6.51	$5.14
Value at end of period	$7.15	$6.99	$6.51
Number of accumulation units outstanding at end of period	1,422,322	1,550,262	1,506,719
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.30

CFI 47

Value at end of period	$10.32
Number of accumulation units outstanding at end of period	1,107

CFI 48

Condensed Financial Information (continued)


	2005	2004	2003
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.59	$8.87	$10.00
Value at end of period	$9.89	$9.59	$8.87
Number of accumulation units outstanding at end of period	2,196,981	1,954,792	957,662
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.23
Value at end of period	$12.21
Number of accumulation units outstanding at end of period	1,171,751
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.68
Value at end of period	$12.30
Number of accumulation units outstanding at end of period	1,018,543
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.32	$11.04	$10.61
Value at end of period	$11.43	$11.32	$11.04
Number of accumulation units outstanding at end of period	3,012,575	2,895,223	889,844
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.38	$7.04
Value at end of period	$7.97	$7.38
Number of accumulation units outstanding at end of period	719,740	814,033
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.71	$6.22	$4.58
Value at end of period	$7.16	$6.71	$6.22
Number of accumulation units outstanding at end of period	2,509,631	2,585,684	2,876,835
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	302,326
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$20.24	$18.33	$14.25
Value at end of period	$21.02	$20.24	$18.33
Number of accumulation units outstanding at end of period	1,562,214	1,841,165	1,998,516
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.70	$8.15	$6.61
Value at end of period	$8.76	$8.70	$8.15
Number of accumulation units outstanding at end of period	1,504,578	1,940,698	1,278,503

CFI 49

Condensed Financial Information (continued)


	2005	2004	2003
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.16
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	593,071
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.17
Value at end of period	$7.39
Number of accumulation units outstanding at end of period	889,752
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.47	$10.01	$7.15
Value at end of period	$11.57	$11.47	$10.01
Number of accumulation units outstanding at end of period	1,611,013	1,815,670	1,694,421
WELLS FARGO VT ASSET ALLOCATION FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$11.30	$10.54
Value at end of period	$11.64	$11.30
Number of accumulation units outstanding at end of period	47,270	40,366
WELLS FARGO VT EQUITY INCOME FUND
(Fund first available in this product during March 2004)
Value at beginning of period	$11.71	$11.75
Value at end of period	$12.11	$11.71
Number of accumulation units outstanding at end of period	15,746	12,520
WELLS FARGO VT EQUITY VALUE FUND
(Fund first available in this product during May 2004)
Value at beginning of period	$11.72	$10.64
Value at end of period	$11.85	$11.72
Number of accumulation units outstanding at end of period	15,892	5,175
WELLS FARGO VT LARGE COMPANY GROWTH FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$10.39	$10.26
Value at end of period	$10.78	$10.39
Number of accumulation units outstanding at end of period	42,504	40,919
WELLS FARGO VT MONEY MARKET FUND
(Fund first available in this product during July 2004)
Value at beginning of period	$9.85	$9.89
Value at end of period	$9.91	$9.85
Number of accumulation units outstanding at end of period	18,524	14,384
WELLS FARGO VT SMALL CAP GROWTH FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$11.88	$10.64
Value at end of period	$12.38	$11.88
Number of accumulation units outstanding at end of period	13,063	12,059

CFI 50

Condensed Financial Information (continued)


	2005	2004	2003
WELLS FARGO VT TOTAL RETURN BOND FUND
(Fund first available in this product during April 2004)
Value at beginning of period	$10.37	$10.08
Value at end of period	$10.37	$10.37
Number of accumulation units outstanding at end of period	28,961	5,970

CFI 51

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 1.95%

	2005	2004	2003
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.79
Value at end of period	$11.43
Number of accumulation units outstanding at end of period	110,857
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.58
Value at end of period	$17.15
Number of accumulation units outstanding at end of period	649,073
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.18
Value at end of period	$13.93
Number of accumulation units outstanding at end of period	1,009,027
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.80	$9.91	$7.77
Value at end of period	$11.18	$10.80	$9.91
Number of accumulation units outstanding at end of period	547,233	125,507	58,993
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$18.66	$15.92	$9.72
Value at end of period	$19.56	$18.66	$15.92
Number of accumulation units outstanding at end of period	189,424	3,599	220
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.81	$10.97	$10.00
Value at end of period	$12.19	$11.81	$10.97
Number of accumulation units outstanding at end of period	4,607,966	348,070	63,213
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.80	$10.75	$10.00
Value at end of period	$13.37	$11.80	$10.75
Number of accumulation units outstanding at end of period	5,632,392	362,211	72,592
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.49	$11.60	$10.00
Value at end of period	$16.00	$13.49	$11.60
Number of accumulation units outstanding at end of period	1,757,275	161,298	17,513

CFI 52

Condensed Financial Information (continued)


	2005	2004	2003
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	$10.96
Number of accumulation units outstanding at end of period	315,123
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.33
Value at end of period	$17.79
Number of accumulation units outstanding at end of period	162,093
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.64
Value at end of period	$11.08
Number of accumulation units outstanding at end of period	251,244
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.02
Value at end of period	$9.91
Number of accumulation units outstanding at end of period	958
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$19.82	$17.59	$14.32
Value at end of period	$19.49	$19.82	$17.59
Number of accumulation units outstanding at end of period	72,500	20,783	15,780
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.87
Value at end of period	$10.68
Number of accumulation units outstanding at end of period	345,203
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.02
Value at end of period	$10.65
Number of accumulation units outstanding at end of period	9,371
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2004)
Value at beginning of period	$11.37	$10.20
Value at end of period	$13.04	$11.37
Number of accumulation units outstanding at end of period	535,373	451
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.36
Value at end of period	$10.49
Number of accumulation units outstanding at end of period	17,392

CFI 54

CFI 55

Condensed Financial Information (continued)


	2005	2004	2003
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.46
Value at end of period	$10.97
Number of accumulation units outstanding at end of period	5,428
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$20.22
Value at end of period	$27.31
Number of accumulation units outstanding at end of period	246,689
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$6.96
Value at end of period	$6.95
Number of accumulation units outstanding at end of period	107,032
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.16	$8.85	$6.00
Value at end of period	$11.52	$10.16	$8.85
Number of accumulation units outstanding at end of period	109,413	3,447	2,108
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.07	$8.72	$6.07
Value at end of period	$13.31	$10.07	$8.72
Number of accumulation units outstanding at end of period	569,679	2,102	928
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.79	$11.85	$10.00
Value at end of period	$14.85	$13.79	$11.85
Number of accumulation units outstanding at end of period	416,050	24,195	8,655
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63	$10.29	$7.82
Value at end of period	$12.91	$13.63	$10.29
Number of accumulation units outstanding at end of period	362,665	68,789	26,587
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.26
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	169,153
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.19	$10.54	$8.19
Value at end of period	$13.78	$12.19	$10.54
Number of accumulation units outstanding at end of period	692,426	72,649	20,511

CFI 57

CFI 58

Condensed Financial Information (continued)


	2005	2004	2003
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.34	$8.37	$6.96
Value at end of period	$9.71	$9.34	$8.37
Number of accumulation units outstanding at end of period	992,392	68,437	26,957
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.22
Value at end of period	$11.86
Number of accumulation units outstanding at end of period	4,285,721
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.10
Value at end of period	$11.63
Number of accumulation units outstanding at end of period	9,279,401
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.92
Value at end of period	$11.33
Number of accumulation units outstanding at end of period	7,449,654
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.79
Value at end of period	$11.14
Number of accumulation units outstanding at end of period	2,218,998
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.31
Value at end of period	$14.42
Number of accumulation units outstanding at end of period	465,550
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.01	$10.22	$7.94
Value at end of period	$11.39	$11.01	$10.22
Number of accumulation units outstanding at end of period	32,982	20,350	6,274
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.53	$13.18	$10.13
Value at end of period	$15.52	$14.53	$13.18
Number of accumulation units outstanding at end of period	388,372	27,999	7,966
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.37
Number of accumulation units outstanding at end of period	202,215

CFI 59

CFI 60

Condensed Financial Information (continued)


	2005	2004	2003
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.74
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	201,000
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.73
Value at end of period	$12.12
Number of accumulation units outstanding at end of period	74,087
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.63	$20.94	$15.35
Value at end of period	$23.88	$23.63	$20.94
Number of accumulation units outstanding at end of period	126,437	3,927	2,196
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$22.91
Value at end of period	$23.11
Number of accumulation units outstanding at end of period	593,459
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	371,810
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.07
Value at end of period	$13.41
Number of accumulation units outstanding at end of period	130,621
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$19.54	$17.65	$14.45
Value at end of period	$20.26	$19.54	$17.65
Number of accumulation units outstanding at end of period	80,941	9,183	12,028
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.82	$12.46	$12.13
Value at end of period	$12.88	$12.82	$12.46
Number of accumulation units outstanding at end of period	766,115	279,024	105,747
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during May 2004)
Value at beginning of period	$10.78	$10.00
Value at end of period	$11.03	$10.78
Number of accumulation units outstanding at end of period	773,925	134,849

CFI 61

CFI 62

Condensed Financial Information (continued)


	2005	2004	2003
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	130,333
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.00
Value at end of period	$10.86
Number of accumulation units outstanding at end of period	1,259,567
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.58	$10.79	$10.00
Value at end of period	$12.63	$11.58	$10.79
Number of accumulation units outstanding at end of period	340,322	59,803	5,105
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.11	$11.45	$8.41
Value at end of period	$12.41	$12.11	$11.45
Number of accumulation units outstanding at end of period	146,623	44,955	16,669
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$18.93
Value at end of period	$20.40
Number of accumulation units outstanding at end of period	131,684
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$36.26	$31.72	$25.83
Value at end of period	$38.31	$36.26	$31.72
Number of accumulation units outstanding at end of period	1,075,768	30,850	16,339
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$26.13	$23.19	$18.90
Value at end of period	$26.62	$26.13	$23.19
Number of accumulation units outstanding at end of period	407,663	55,676	3,253
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.03
Value at end of period	$9.43
Number of accumulation units outstanding at end of period	131,333
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.13
Value at end of period	$11.90

CFI 63

Number of accumulation units outstanding at end of period

25,931

CFI 64

Condensed Financial Information (continued)


	2005	2004	2003
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.03
Value at end of period	$12.21
Number of accumulation units outstanding at end of period	1,051,435
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	245,919
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.94
Value at end of period	$11.22
Number of accumulation units outstanding at end of period	67,658
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.05	$10.91	$8.81
Value at end of period	$13.15	$12.05	$10.91
Number of accumulation units outstanding at end of period	443,052	14,300	4,280
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$24.21	$21.63	$17.26
Value at end of period	$26.13	$24.21	$21.63
Number of accumulation units outstanding at end of period	188,468	3,750	2,913
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$47.29	$35.01	$25.92
Value at end of period	$54.16	$47.29	$35.01
Number of accumulation units outstanding at end of period	303,357	18,394	1,917
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.06
Value at end of period	$11.67
Number of accumulation units outstanding at end of period	123,785
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.97	$6.50	$5.13
Value at end of period	$7.13	$6.97	$6.50
Number of accumulation units outstanding at end of period	119,498	8,288	3,247
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.57	$8.86	$7.18
Value at end of period	$9.87	$9.57	$8.86

CFI 65

Number of accumulation units outstanding at end of period

747,104

156,482

74,850

CFI 66

Condensed Financial Information (continued)


	2005	2004	2003
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$12.54
Value at end of period	$13.63
Number of accumulation units outstanding at end of period	636,374
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.59
Value at end of period	$14.30
Number of accumulation units outstanding at end of period	487,498
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available in this product during February 2004)
Value at beginning of period	$11.31	$11.15
Value at end of period	$11.41	$11.31
Number of accumulation units outstanding at end of period	464,500	9,453
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.36	$7.03
Value at end of period	$7.95	$7.36
Number of accumulation units outstanding at end of period	45,902	12,026
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.70	$6.21	$4.58
Value at end of period	$7.15	$6.70	$6.21
Number of accumulation units outstanding at end of period	160,035	15,222	5,697
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$8.55
Value at end of period	$8.95
Number of accumulation units outstanding at end of period	54,685
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$20.11	$18.22	$14.17
Value at end of period	$20.88	$20.11	$18.22
Number of accumulation units outstanding at end of period	17,818	2,019	98
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.68	$8.13	$6.61
Value at end of period	$8.74	$8.68	$8.13
Number of accumulation units outstanding at end of period	45,665	3,195	705
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.14
Value at end of period	$9.69
Number of accumulation units outstanding at end of period	97,624

CFI 67

Condensed Financial Information (continued)


	2005	2004	2003
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.17
Value at end of period	$7.38
Number of accumulation units outstanding at end of period	137,057
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.45	$10.00	$7.14
Value at end of period	$11.54	$11.45	$10.00
Number of accumulation units outstanding at end of period	103,117	45,553	15,408
WELLS FARGO VT ASSET ALLOCATION FUND
(Funds were first received in this option during April 2005)
Value at beginning of period	$10.77
Value at end of period	$11.63
Number of accumulation units outstanding at end of period	282
WELLS FARGO VT EQUITY VALUE FUND
(Funds were first received in this option during July 2005)
Value at beginning of period	$11.89
Value at end of period	$11.84
Number of accumulation units outstanding at end of period	2,288
WELLS FARGO VT LARGE COMPANY GROWTH FUND
(Fund first available in this product during March 2004)
Value at beginning of period	$10.39	$10.13
Value at end of period	$10.77	$10.39
Number of accumulation units outstanding at end of period	12,422	12,519
WELLS FARGO VT TOTAL RETURN BOND FUND
(Fund first available in this product during December 2004)
Value at beginning of period	$10.36	$10.32
Value at end of period	$10.36	$10.36
Number of accumulation units outstanding at end of period	2,001	58

CFI 68

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.00%

	2005	2004	2003
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.78
Value at end of period	$11.40
Number of accumulation units outstanding at end of period	91,880
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.57
Value at end of period	$17.13
Number of accumulation units outstanding at end of period	142,657
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.77
Value at end of period	$12.31
Number of accumulation units outstanding at end of period	267,717
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.79	$9.89	$7.76
Value at end of period	$11.16	$10.79	$9.89
Number of accumulation units outstanding at end of period	334,161	308,446	221,381
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$18.58	$15.86	$9.69
Value at end of period	$19.46	$18.58	$15.86
Number of accumulation units outstanding at end of period	116,761	143,731	144,731
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.80	$10.97	$10.00
Value at end of period	$12.18	$11.80	$10.97
Number of accumulation units outstanding at end of period	1,005,590	665,072	234,073
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.79	$10.75	$10.00
Value at end of period	$13.36	$11.79	$10.75
Number of accumulation units outstanding at end of period	1,056,006	829,532	290,167
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.48	$11.59	$10.00
Value at end of period	$15.98	$13.48	$11.59
Number of accumulation units outstanding at end of period	467,938	269,604	71,827

CFI 69

Condensed Financial Information (continued)


	2005	2004	2003
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	$10.96
Number of accumulation units outstanding at end of period	44,795
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.24
Value at end of period	$17.70
Number of accumulation units outstanding at end of period	190,100
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.61
Value at end of period	$11.05
Number of accumulation units outstanding at end of period	792,740
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	1,446
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$19.72	$17.51	$14.27
Value at end of period	$19.38	$19.72	$17.51
Number of accumulation units outstanding at end of period	74,558	85,355	78,240
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.86
Value at end of period	$10.68
Number of accumulation units outstanding at end of period	183,222
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.44
Value at end of period	$10.64
Number of accumulation units outstanding at end of period	696
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.35	$9.33	$7.13
Value at end of period	$13.00	$11.35	$9.33
Number of accumulation units outstanding at end of period	402,963	247,897	207,580
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	$10.48

CFI 70

Number of accumulation units outstanding at end of period

4,233

CFI 71

Condensed Financial Information (continued)


	2005	2004	2003
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.13
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	742
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$20.06
Value at end of period	$27.08
Number of accumulation units outstanding at end of period	101,883
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$6.94
Value at end of period	$6.94
Number of accumulation units outstanding at end of period	68,691
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.14	$8.84	$5.99
Value at end of period	$11.49	$10.14	$8.84
Number of accumulation units outstanding at end of period	77,167	44,257	78,180
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.03	$8.70	$6.05
Value at end of period	$13.26	$10.03	$8.70
Number of accumulation units outstanding at end of period	150,997	111,442	80,874
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.78	$11.85	$10.00
Value at end of period	$14.83	$13.78	$11.85
Number of accumulation units outstanding at end of period	29,179	29,416	13,821
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63	$10.28	$7.81
Value at end of period	$12.89	$13.63	$10.28
Number of accumulation units outstanding at end of period	184,335	145,849	121,614
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.39
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	54,305
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.17	$10.53	$8.19
Value at end of period	$13.76	$12.17	$10.53

CFI 72

Number of accumulation units outstanding at end of period

261,207

138,775

45,763

CFI 74

Condensed Financial Information (continued)


	2005	2004	2003
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.32	$8.35	$6.95
Value at end of period	$9.68	$9.32	$8.35
Number of accumulation units outstanding at end of period	582,965	401,515	307,687
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.22
Value at end of period	$11.85
Number of accumulation units outstanding at end of period	405,462
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.10
Value at end of period	$11.62
Number of accumulation units outstanding at end of period	985,844
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.92
Value at end of period	$11.32
Number of accumulation units outstanding at end of period	1,304,591
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.78
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	674,589
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.19
Value at end of period	$14.30
Number of accumulation units outstanding at end of period	274,445
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.99	$10.20	$7.93
Value at end of period	$11.36	$10.99	$10.20
Number of accumulation units outstanding at end of period	169,676	202,420	200,601
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.47	$13.13	$10.09
Value at end of period	$15.44	$14.47	$13.13
Number of accumulation units outstanding at end of period	340,249	349,744	339,229
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.16
Value at end of period	$12.37

CFI 75

Number of accumulation units outstanding at end of period

202,595

CFI 76

Condensed Financial Information (continued)


	2005	2004	2003
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.76
Value at end of period	$11.63
Number of accumulation units outstanding at end of period	128,970
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.72
Value at end of period	$12.09
Number of accumulation units outstanding at end of period	25,563
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.50	$20.85	$15.29
Value at end of period	$23.75	$23.50	$20.85
Number of accumulation units outstanding at end of period	138,431	167,581	164,912
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$22.79
Value at end of period	$22.98
Number of accumulation units outstanding at end of period	540,719
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	$11.35
Number of accumulation units outstanding at end of period	151,335
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.90
Value at end of period	$12.10
Number of accumulation units outstanding at end of period	25,510
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$19.44	$17.57	$14.39
Value at end of period	$20.14	$19.44	$17.57
Number of accumulation units outstanding at end of period	144,428	150,163	159,402
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.75	$12.40	$12.08
Value at end of period	$12.80	$12.75	$12.40
Number of accumulation units outstanding at end of period	782,007	788,210	685,841
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during May 2004)
Value at beginning of period	$10.77	$10.00
Value at end of period	$11.02	$10.77

CFI 77

Number of accumulation units outstanding at end of period

606,903

671,366

CFI 78

Condensed Financial Information (continued)


	2005	2004	2003
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.35
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	127,930
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	$10.85
Number of accumulation units outstanding at end of period	565,708
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.58	$10.79	$10.00
Value at end of period	$12.61	$11.58	$10.79
Number of accumulation units outstanding at end of period	90,960	44,213	7,733
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.08	$11.43	$8.40
Value at end of period	$12.37	$12.08	$11.43
Number of accumulation units outstanding at end of period	348,656	404,311	403,321
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$18.82
Value at end of period	$20.26
Number of accumulation units outstanding at end of period	210,122
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$35.97	$31.47	$25.65
Value at end of period	$37.98	$35.97	$31.47
Number of accumulation units outstanding at end of period	568,407	529,273	415,984
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$25.91	$23.02	$18.76
Value at end of period	$26.39	$25.91	$23.02
Number of accumulation units outstanding at end of period	435,247	429,673	336,483
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.01
Value at end of period	$9.40
Number of accumulation units outstanding at end of period	118,734
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.13

CFI 79

Value at end of period	$11.89
Number of accumulation units outstanding at end of period	8,593

CFI 80

Condensed Financial Information (continued)


	2005	2004	2003
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.04
Value at end of period	$11.19
Number of accumulation units outstanding at end of period	105,454
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	38,318
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.93
Value at end of period	$11.20
Number of accumulation units outstanding at end of period	75,746
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.04	$10.90	$8.81
Value at end of period	$13.13	$12.04	$10.90
Number of accumulation units outstanding at end of period	162,922	133,602	92,038
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$24.07	$21.52	$17.17
Value at end of period	$25.96	$24.07	$21.52
Number of accumulation units outstanding at end of period	194,957	238,814	233,334
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$46.91	$34.74	$25.74
Value at end of period	$53.69	$46.91	$34.74
Number of accumulation units outstanding at end of period	82,572	87,409	58,412
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.05
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	81,199
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.95	$6.48	$5.12
Value at end of period	$7.11	$6.95	$6.48
Number of accumulation units outstanding at end of period	181,424	133,300	113,212
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)

CFI 81

Value at beginning of period	$10.38
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	905

Condensed Financial Information (continued)


	2005	2004	2003
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.56	$8.84	$10.00
Value at end of period	$9.85	$9.56	$8.84
Number of accumulation units outstanding at end of period	294,455	139,303	73,289
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.90
Value at end of period	$11.84
Number of accumulation units outstanding at end of period	262,579
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.30
Value at end of period	$11.89
Number of accumulation units outstanding at end of period	222,003
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.29	$11.02	$10.60
Value at end of period	$11.39	$11.29	$11.02
Number of accumulation units outstanding at end of period	176,739	147,886	49,551
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.35	$7.02
Value at end of period	$7.94	$7.35
Number of accumulation units outstanding at end of period	44,226	45,752
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.68	$6.20	$4.57
Value at end of period	$7.13	$6.68	$6.20
Number of accumulation units outstanding at end of period	241,147	250,032	249,210
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.66
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	35,525
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$19.98	$18.11	$14.10
Value at end of period	$20.73	$19.98	$18.11
Number of accumulation units outstanding at end of period	62,483	67,038	68,657
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.66	$8.12	$6.60
Value at end of period	$8.72	$8.66	$8.12
Number of accumulation units outstanding at end of period	29,254	83,416	79,556

Condensed Financial Information (continued)


	2005	2004	2003
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.12
Value at end of period	$9.66
Number of accumulation units outstanding at end of period	41,162
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.16
Value at end of period	$7.37
Number of accumulation units outstanding at end of period	100,887
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.43	$9.99	$7.14
Value at end of period	$11.51	$11.43	$9.99
Number of accumulation units outstanding at end of period	81,369	95,672	93,987
WELLS FARGO VT ASSET ALLOCATION FUND
(Fund first available in this product during April 2004)
Value at beginning of period	$11.29	$10.78
Value at end of period	$11.61	$11.29
Number of accumulation units outstanding at end of period	583	587
WELLS FARGO VT EQUITY VALUE FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$11.70	$11.17
Value at end of period	$11.83	$11.70
Number of accumulation units outstanding at end of period	844	850
WELLS FARGO VT LARGE COMPANY GROWTH FUND
(Fund first available in this product during February 2004)
Value at beginning of period	$10.38	$10.58
Value at end of period	$10.75	$10.38
Number of accumulation units outstanding at end of period	433	940

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.05%

	2005
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.76
Value at end of period	$11.38
Number of accumulation units outstanding at end of period	21,425
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.55
Value at end of period	$17.10
Number of accumulation units outstanding at end of period	83,117
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	139,672
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.77
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	65,481
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$18.50
Value at end of period	$19.36
Number of accumulation units outstanding at end of period	59,301
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.79
Value at end of period	$12.16
Number of accumulation units outstanding at end of period	262,054
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.78
Value at end of period	$13.34
Number of accumulation units outstanding at end of period	429,580
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.47
Value at end of period	$15.96
Number of accumulation units outstanding at end of period	175,500

Condensed Financial Information (continued)


	2005
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.54
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	28,826
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.16
Value at end of period	$17.61
Number of accumulation units outstanding at end of period	55,204
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.59
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	219,614
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$19.62
Value at end of period	$19.27
Number of accumulation units outstanding at end of period	18,601
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.86
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	72,870
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.44
Value at end of period	$10.63
Number of accumulation units outstanding at end of period	15,855
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.32
Value at end of period	$12.97
Number of accumulation units outstanding at end of period	185,056
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$19.90
Value at end of period	$26.84
Number of accumulation units outstanding at end of period	65,990
ING GOLDMAN SACHS TOLLKEEPER® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$6.93
Value at end of period	$6.92
Number of accumulation units outstanding at end of period	87,587

Condensed Financial Information (continued)


	2005
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.12
Value at end of period	$11.46
Number of accumulation units outstanding at end of period	29,670
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.00
Value at end of period	$13.21
Number of accumulation units outstanding at end of period	77,138
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.77
Value at end of period	$14.81
Number of accumulation units outstanding at end of period	17,074
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63
Value at end of period	$12.86
Number of accumulation units outstanding at end of period	60,814
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.59
Number of accumulation units outstanding at end of period	1,652
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.15
Value at end of period	$13.73
Number of accumulation units outstanding at end of period	94,734
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.30
Value at end of period	$9.66
Number of accumulation units outstanding at end of period	217,373
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.21
Value at end of period	$11.84
Number of accumulation units outstanding at end of period	396,330
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.09
Value at end of period	$11.61
Number of accumulation units outstanding at end of period	1,084,477

Condensed Financial Information (continued)


	2005
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.92
Value at end of period	$11.31
Number of accumulation units outstanding at end of period	640,972
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.78
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	304,845
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$14.08
Value at end of period	$14.18
Number of accumulation units outstanding at end of period	125,875
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.96
Value at end of period	$11.32
Number of accumulation units outstanding at end of period	15,465
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.40
Value at end of period	$15.37
Number of accumulation units outstanding at end of period	87,061
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	$12.36
Number of accumulation units outstanding at end of period	66,405
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.74
Value at end of period	$11.61
Number of accumulation units outstanding at end of period	33,895
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.70
Value at end of period	$12.07
Number of accumulation units outstanding at end of period	8,608
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.38
Value at end of period	$23.61
Number of accumulation units outstanding at end of period	40,879

Condensed Financial Information (continued)


	2005
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$22.67
Value at end of period	$22.85
Number of accumulation units outstanding at end of period	185,449
ING MFS UTILITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.14
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	47,517
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during August 2005)
Value at beginning of period	$11.07
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	5,238
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$19.34
Value at end of period	$20.03
Number of accumulation units outstanding at end of period	33,155
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.68
Value at end of period	$12.73
Number of accumulation units outstanding at end of period	259,236
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during May 2004)
Value at beginning of period	$10.77
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	322,694
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during July 2005)
Value at beginning of period	$10.39
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	16,767
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.85
Number of accumulation units outstanding at end of period	179,199
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.57
Value at end of period	$12.60
Number of accumulation units outstanding at end of period	37,839

Condensed Financial Information (continued)


	2005
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.05
Value at end of period	$12.34
Number of accumulation units outstanding at end of period	108,442
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$18.70
Value at end of period	$20.13
Number of accumulation units outstanding at end of period	48,023
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$35.68
Value at end of period	$37.65
Number of accumulation units outstanding at end of period	262,758
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$25.71
Value at end of period	$26.17
Number of accumulation units outstanding at end of period	151,505
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.99
Value at end of period	$9.38
Number of accumulation units outstanding at end of period	57,436
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.41
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	2,234
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.96
Value at end of period	$10.33
Number of accumulation units outstanding at end of period	22,496
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	10,121

Condensed Financial Information (continued)


	2005
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.92
Value at end of period	$11.17
Number of accumulation units outstanding at end of period	18,714
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.02
Value at end of period	$13.10
Number of accumulation units outstanding at end of period	77,449
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.93
Value at end of period	$25.80
Number of accumulation units outstanding at end of period	75,828
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$46.53
Value at end of period	$53.23
Number of accumulation units outstanding at end of period	55,872
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.05
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	51,982
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.94
Value at end of period	$7.09
Number of accumulation units outstanding at end of period	30,525
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.54
Value at end of period	$9.83
Number of accumulation units outstanding at end of period	59,562
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.21
Value at end of period	$12.18
Number of accumulation units outstanding at end of period	24,685
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.67
Value at end of period	$12.27
Number of accumulation units outstanding at end of period	23,752

Condensed Financial Information (continued)


	2005
ING VP INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$11.28
Value at end of period	$11.37
Number of accumulation units outstanding at end of period	137,729
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.34
Value at end of period	$7.92
Number of accumulation units outstanding at end of period	18,986
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.67
Value at end of period	$7.11
Number of accumulation units outstanding at end of period	48,883
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	12,876
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$19.86
Value at end of period	$20.59
Number of accumulation units outstanding at end of period	21,127
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.65
Value at end of period	$8.70
Number of accumulation units outstanding at end of period	162,383
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.11
Value at end of period	$9.64
Number of accumulation units outstanding at end of period	182,452
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.16
Value at end of period	$7.36
Number of accumulation units outstanding at end of period	36,061
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.40
Value at end of period	$11.48
Number of accumulation units outstanding at end of period	146,069

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.10%

	2005	2004	2003
AIM V.I. LEISURE FUND
(Fund first available during May 2005)
Value at beginning of period	$11.74
Value at end of period	$11.36
Number of accumulation units outstanding at end of period	361,104
COLONIAL SMALL CAP VALUE FUND
(Fund first available during May 2005)
Value at beginning of period	$16.54
Value at end of period	$17.08
Number of accumulation units outstanding at end of period	1,937,118
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.08
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	1,246,096
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.75	$9.87	$7.75
Value at end of period	$11.11	$10.75	$9.87
Number of accumulation units outstanding at end of period	1,696,648	1,289,231	448,420
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$18.42	$15.74	$9.62
Value at end of period	$19.27	$18.42	$15.74
Number of accumulation units outstanding at end of period	904,258	672,084	439,259
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.78	$10.96	$10.00
Value at end of period	$12.15	$11.78	$10.96
Number of accumulation units outstanding at end of period	9,007,689	5,253,841	709,118
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.77	$10.75	$10.00
Value at end of period	$13.33	$11.77	$10.75
Number of accumulation units outstanding at end of period	11,750,244	6,721,770	882,976
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.46	$11.59	$10.00
Value at end of period	$15.94	$13.46	$11.59
Number of accumulation units outstanding at end of period	3,995,243	2,085,943	296,661

Condensed Financial Information (continued)


	2005	2004	2003
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	494,888
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$18.08
Value at end of period	$17.52
Number of accumulation units outstanding at end of period	1,277,976
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.56
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	3,074,969
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.06
Value at end of period	$9.90
Number of accumulation units outstanding at end of period	12,016
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$19.52	$17.35	$14.15
Value at end of period	$19.17	$19.52	$17.35
Number of accumulation units outstanding at end of period	271,863	261,179	228,990
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$9.86
Value at end of period	$10.66
Number of accumulation units outstanding at end of period	1,264,818
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.44
Value at end of period	$10.62
Number of accumulation units outstanding at end of period	51,145
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.30	$9.30	$7.12
Value at end of period	$12.93	$11.30	$9.30
Number of accumulation units outstanding at end of period	2,618,948	1,202,124	724,929
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.12
Value at end of period	$10.48
Number of accumulation units outstanding at end of period	33,514

Condensed Financial Information (continued)


	2005	2004	2003
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.33
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	7,656
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$19.73
Value at end of period	$26.61
Number of accumulation units outstanding at end of period	1,039,563
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$6.92
Value at end of period	$6.90
Number of accumulation units outstanding at end of period	760,176
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.10	$8.81	$5.98
Value at end of period	$11.43	$10.10	$8.81
Number of accumulation units outstanding at end of period	324,542	160,339	149,245
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.96	$8.64	$6.02
Value at end of period	$13.15	$9.96	$8.64
Number of accumulation units outstanding at end of period	1,606,085	614,996	251,031
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.76	$11.85	$10.00
Value at end of period	$14.79	$13.76	$11.85
Number of accumulation units outstanding at end of period	598,029	333,308	22,489
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$13.63	$10.26	$7.81
Value at end of period	$12.84	$13.63	$10.26
Number of accumulation units outstanding at end of period	1,016,028	643,342	260,352
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	$10.59
Number of accumulation units outstanding at end of period	34,440
ING JULIUS BAER FOREIGN PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.14	$10.51	$8.19
Value at end of period	$13.71	$12.14	$10.51
Number of accumulation units outstanding at end of period	2,479,779	1,232,792	128,362

Condensed Financial Information (continued)


	2005	2004	2003
ING LEGG MASON VALUE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.28	$8.32	$6.94
Value at end of period	$9.63	$9.28	$8.32
Number of accumulation units outstanding at end of period	3,425,891	1,677,706	854,803
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.21
Value at end of period	$11.83
Number of accumulation units outstanding at end of period	8,301,501
ING LIFESTYLE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.09
Value at end of period	$11.60
Number of accumulation units outstanding at end of period	13,856,057
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.91
Value at end of period	$11.30
Number of accumulation units outstanding at end of period	12,081,676
ING LIFESTYLE MODERATE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.78
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	4,264,527
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$13.97
Value at end of period	$14.05
Number of accumulation units outstanding at end of period	1,641,831
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$10.93	$10.16	$7.91
Value at end of period	$11.29	$10.93	$10.16
Number of accumulation units outstanding at end of period	447,334	619,270	474,812
ING MARKETPRO PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.01
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	5,242
ING MARSICO GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$14.34	$13.02	$10.02
Value at end of period	$15.29	$14.34	$13.02
Number of accumulation units outstanding at end of period	1,936,439	1,389,051	845,399

Condensed Financial Information (continued)


	2005	2004	2003
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.16
Value at end of period	$12.36
Number of accumulation units outstanding at end of period	786,192
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.73
Value at end of period	$11.59
Number of accumulation units outstanding at end of period	671,809
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.69
Value at end of period	$12.05
Number of accumulation units outstanding at end of period	246,343
ING MFS MID CAP GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.26	$20.65	$15.16
Value at end of period	$23.48	$23.26	$20.65
Number of accumulation units outstanding at end of period	746,688	704,318	527,276
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$22.55
Value at end of period	$22.72
Number of accumulation units outstanding at end of period	2,090,749
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	$11.34
Number of accumulation units outstanding at end of period	1,287,256
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.91
Number of accumulation units outstanding at end of period	145,145
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Fund first available in this product during November 2003)
Value at beginning of period	$19.24	$17.41	$14.27
Value at end of period	$19.91	$19.24	$17.41
Number of accumulation units outstanding at end of period	402,886	379,152	360,253

Condensed Financial Information (continued)


	2005	2004	2003
ING PIMCO CORE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.62	$12.29	$11.98
Value at end of period	$12.66	$12.62	$12.29
Number of accumulation units outstanding at end of period	2,092,826	1,738,298	1,262,012
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available in this product during May 2004)
Value at beginning of period	$10.77	$10.00
Value at end of period	$11.00	$10.77
Number of accumulation units outstanding at end of period	2,858,639	2,439,916
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.29
Value at end of period	$10.93
Number of accumulation units outstanding at end of period	434,680
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	$10.84
Number of accumulation units outstanding at end of period	4,290,104
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.56	$10.79	$10.00
Value at end of period	$12.58	$11.56	$10.79
Number of accumulation units outstanding at end of period	1,312,979	974,672	109,745
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.02	$11.38	$8.37
Value at end of period	$12.30	$12.02	$11.38
Number of accumulation units outstanding at end of period	1,587,622	1,693,260	1,445,599
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$18.58
Value at end of period	$19.99
Number of accumulation units outstanding at end of period	780,724
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$35.39	$31.00	$25.28
Value at end of period	$37.33	$35.39	$31.00
Number of accumulation units outstanding at end of period	3,689,659	2,380,506	998,381
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$25.50	$22.67	$18.50
Value at end of period	$25.94	$25.50	$22.67
Number of accumulation units outstanding at end of period	1,954,975	1,619,276	860,125

Condensed Financial Information (continued)


	2005	2004	2003
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$8.97
Value at end of period	$9.35
Number of accumulation units outstanding at end of period	622,329
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.01
Value at end of period	$11.13
Number of accumulation units outstanding at end of period	45,133
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.20
Value at end of period	$11.35
Number of accumulation units outstanding at end of period	725,244
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.81
Number of accumulation units outstanding at end of period	239,827
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.90
Value at end of period	$11.15
Number of accumulation units outstanding at end of period	332,795
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$12.00	$10.88	$8.80
Value at end of period	$13.08	$12.00	$10.88
Number of accumulation units outstanding at end of period	1,601,079	789,277	200,135
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$23.79	$21.30	$17.01
Value at end of period	$25.64	$23.79	$21.30
Number of accumulation units outstanding at end of period	953,341	677,755	424,242
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$46.15	$34.22	$25.38
Value at end of period	$52.77	$46.15	$34.22
Number of accumulation units outstanding at end of period	891,145	518,437	182,707
ING VP FINANCIAL SERVICES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.04
Value at end of period	$11.64
Number of accumulation units outstanding at end of period	499,793

Condensed Financial Information (continued)


	2005	2004	2003
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.92	$6.46	$5.11
Value at end of period	$7.07	$6.92	$6.46
Number of accumulation units outstanding at end of period	493,089	312,656	252,106
ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.31
Value at end of period	$10.32
Number of accumulation units outstanding at end of period	9,706
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$9.52	$8.82	$10.00
Value at end of period	$9.80	$9.52	$8.82
Number of accumulation units outstanding at end of period	1,457,388	689,799	247,476
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.21
Value at end of period	$12.17
Number of accumulation units outstanding at end of period	1,340,319
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$11.66
Value at end of period	$12.26
Number of accumulation units outstanding at end of period	1,166,092
ING VP INTERMEDIATE BOND PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$11.26	$11.00	$10.59
Value at end of period	$11.35	$11.26	$11.00
Number of accumulation units outstanding at end of period	1,271,536	1,029,703	182,945
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during April 2004)
Value at beginning of period	$7.32	$7.00
Value at end of period	$7.90	$7.32
Number of accumulation units outstanding at end of period	235,557	215,454
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available in this product during November 2003)
Value at beginning of period	$6.66	$6.19	$4.57
Value at end of period	$7.10	$6.66	$6.19
Number of accumulation units outstanding at end of period	1,049,459	823,490	521,035
ING VP VALUE OPPORTUNITY PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.99
Value at end of period	$9.93
Number of accumulation units outstanding at end of period	67,750

Condensed Financial Information (continued)


	2005	2004	2003
ING WELLS FARGO MID CAP DISCIPLINED
(Fund first available in this product during November 2003)
Value at beginning of period	$19.73	$17.90	$13.94
Value at end of period	$20.44	$19.73	$17.90
Number of accumulation units outstanding at end of period	259,461	228,038	185,364
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.74
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	483
PROFUND VP BULL
(Fund first available in this product during November 2003)
Value at beginning of period	$8.63	$8.10	$6.59
Value at end of period	$8.68	$8.63	$8.10
Number of accumulation units outstanding at end of period	226,832	278,604	83,177
PROFUND VP EUROPE 30
(Fund first available during May 2005)
Value at beginning of period	$9.09
Value at end of period	$9.62
Number of accumulation units outstanding at end of period	257,431
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during May 2005)
Value at beginning of period	$8.15
Value at end of period	$7.35
Number of accumulation units outstanding at end of period	452,259
PROFUND VP SMALL CAP
(Fund first available in this product during November 2003)
Value at beginning of period	$11.38	$9.96	$7.13
Value at end of period	$11.46	$11.38	$9.96
Number of accumulation units outstanding at end of period	504,296	453,800	255,439
WELLS FARGO VT ASSET ALLOCATION FUND
(Fund first available in this product during March 2004)
Value at beginning of period	$11.27	$10.94
Value at end of period	$11.59	$11.27
Number of accumulation units outstanding at end of period	31,071	29,735
WELLS FARGO VT EQUITY INCOME FUND
(Fund first available in this product during March 2004)
Value at beginning of period	$11.68	$11.27
Value at end of period	$12.05	$11.68
Number of accumulation units outstanding at end of period	37,593	35,621
WELLS FARGO VT EQUITY VALUE FUND
(Fund first available in this product during November 2004)
Value at beginning of period	$11.69	$10.95
Value at end of period	$11.80	$11.69
Number of accumulation units outstanding at end of period	4,271	1,754

Condensed Financial Information (continued)


	2005	2004	2003
WELLS FARGO VT LARGE COMPANY GROWTH FUND
(Fund first available in this product during January 2004)
Value at beginning of period	$10.37	$10.50
Value at end of period	$10.73	$10.37
Number of accumulation units outstanding at end of period	95,072	85,897
WELLS FARGO VT MONEY MARKET FUND
(Fund first available in this product during April 2004)
Value at beginning of period	$9.82	$9.92
Value at end of period	$9.86	$9.82
Number of accumulation units outstanding at end of period	345	23,139
WELLS FARGO VT SMALL CAP GROWTH FUND
(Fund first available in this product during March 2004)
Value at beginning of period	$11.85	$11.44
Value at end of period	$12.32	$11.85
Number of accumulation units outstanding at end of period	19,729	17,233
WELLS FARGO VT TOTAL RETURN BOND FUND
(Fund first available in this product during February 2004)
Value at beginning of period	$10.35	$10.29
Value at end of period	$10.32	$10.35
Number of accumulation units outstanding at end of period	11,367	10,447

CONDENSED FINANCIAL INFORMATION

Separate Account Annual Charges of 2.20%

	2005
AIM V.I. LEISURE FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$9.97
Number of accumulation units outstanding at end of period	58,365
COLONIAL SMALL CAP VALUE FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.76
Value at end of period	$10.61
Number of accumulation units outstanding at end of period	874,474
FIDELITY^® VIP CONTRAFUND^® PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.23
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	707,167
FIDELITY^® VIP EQUITY-INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.50
Number of accumulation units outstanding at end of period	324,508
ING ALLIANCEBERNSTEIN MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.57
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	226,056
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.41
Number of accumulation units outstanding at end of period	3,139,407
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.00
Value at end of period	$11.57
Number of accumulation units outstanding at end of period	4,335,431
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.19
Value at end of period	$12.26
Number of accumulation units outstanding at end of period	1,887,611

Condensed Financial Information (continued)


	2005
ING BARON SMALL CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	231,708
ING CAPITAL GUARDIAN SMALL/MIDCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.73
Value at end of period	$10.01
Number of accumulation units outstanding at end of period	186,172
ING CAPITAL GUARDIAN U.S. EQUITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.49
Number of accumulation units outstanding at end of period	254,657
ING DAVIS VENTURE VALUE PORTFOLIO
(Funds were first received in this option during December 2005)
Value at beginning of period	$9.96
Value at end of period	$9.90
Number of accumulation units outstanding at end of period	9,453
ING EAGLE ASSET CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.85
Value at end of period	$9.98
Number of accumulation units outstanding at end of period	98,340
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$9.98
Value at end of period	$10.96
Number of accumulation units outstanding at end of period	263,578
ING EVERGREEN OMEGA PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.48
Value at end of period	$10.23
Number of accumulation units outstanding at end of period	35,457
ING FMR^SM DIVERSIFIED MID-CAP PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.68
Value at end of period	$11.78
Number of accumulation units outstanding at end of period	490,291
ING FMR^SM EARNINGS GROWTH PORTFOLIO
(Funds were first received in this option during August 2005)
Value at beginning of period	$10.58
Value at end of period	$10.47
Number of accumulation units outstanding at end of period	7,476

Condensed Financial Information (continued)


	2005
ING FUNDAMENTAL RESEARCH PORTFOLIO
(Funds were first received in this option during November 2005)
Value at beginning of period	$10.69
Value at end of period	$10.95
Number of accumulation units outstanding at end of period	935
ING GLOBAL RESOURCES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.22
Value at end of period	$13.96
Number of accumulation units outstanding at end of period	374,772
ING GOLDMAN SACHS TOLLKEEPER^® PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.71
Value at end of period	$10.16
Number of accumulation units outstanding at end of period	65,594
ING JANUS CONTRARIAN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.80
Value at end of period	$11.59
Number of accumulation units outstanding at end of period	116,720
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$11.39
Value at end of period	$14.03
Number of accumulation units outstanding at end of period	431,199
ING JPMORGAN INTERNATIONAL PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.97
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	254,297
ING JPMORGAN SMALL CAP EQUITY PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.84
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	645,308
ING JPMORGAN VALUE OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during June 2005)
Value at beginning of period	$10.33
Value at end of period	$10.58
Number of accumulation units outstanding at end of period	32,146
ING JULIUS BAER FOREIGN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.23
Value at end of period	$11.82
Number of accumulation units outstanding at end of period	720,890

Condensed Financial Information (continued)


	2005
ING LEGG MASON VALUE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.08
Value at end of period	$10.67
Number of accumulation units outstanding at end of period	895,244
ING LIFESTYLE AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.03
Value at end of period	$10.83
Number of accumulation units outstanding at end of period	2,581,070
ING LIFESTYLE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.97
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	6,283,080
ING LIFESTYLE MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	6,294,309
ING LIFESTYLE MODERATE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.02
Value at end of period	$10.45
Number of accumulation units outstanding at end of period	2,276,855
ING LIQUID ASSETS PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.05
Number of accumulation units outstanding at end of period	368,006
ING LORD ABBETT AFFILIATED PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.01
Value at end of period	$10.42
Number of accumulation units outstanding at end of period	20,765
ING MARSICO GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.79
Number of accumulation units outstanding at end of period	530,901
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.02
Value at end of period	$12.35
Number of accumulation units outstanding at end of period	113,067

Condensed Financial Information (continued)


	2005
ING MERCURY LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.06
Value at end of period	$10.90
Number of accumulation units outstanding at end of period	86,496
ING MERCURY LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.86
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	52,695
ING MFS MID CAP GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.58
Value at end of period	$10.28
Number of accumulation units outstanding at end of period	167,866
ING MFS TOTAL RETURN PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.98
Value at end of period	$10.17
Number of accumulation units outstanding at end of period	761,974
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	$11.33
Number of accumulation units outstanding at end of period	256,994
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.11
Value at end of period	$11.90
Number of accumulation units outstanding at end of period	91,536
ING OPPENHEIMER MAIN STREET PORTFOLIO^®
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.09
Value at end of period	$10.45
Number of accumulation units outstanding at end of period	108,260
ING PIMCO CORE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.02
Number of accumulation units outstanding at end of period	408,828
ING PIMCO HIGH YIELD PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.12
Value at end of period	$10.22
Number of accumulation units outstanding at end of period	514,000

Condensed Financial Information (continued)


	2005
ING PIONEER FUND PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.26
Value at end of period	$10.92
Number of accumulation units outstanding at end of period	64,842
ING PIONEER MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.04
Value at end of period	$10.84
Number of accumulation units outstanding at end of period	1,254,077
ING SALOMON BROTHERS AGGRESSIVE GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.80
Value at end of period	$11.16
Number of accumulation units outstanding at end of period	299,177
ING SALOMON BROTHERS ALL CAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	173,136
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.91
Value at end of period	$11.02
Number of accumulation units outstanding at end of period	203,295
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.26
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	4,248,742
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.06
Value at end of period	$10.36
Number of accumulation units outstanding at end of period	778,013
ING UBS U.S. ALLOCATION PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.01
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	71,153
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.01
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	18,417

Condensed Financial Information (continued)


	2005
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.93
Value at end of period	$10.31
Number of accumulation units outstanding at end of period	944,613
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO (SERVICE CLASS)
(Funds were first received in this option during May 2005)
Value at beginning of period	$10.15
Value at end of period	$10.80
Number of accumulation units outstanding at end of period	164,473
ING VAN KAMPEN EQUITY GROWTH PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.62
Value at end of period	$11.41
Number of accumulation units outstanding at end of period	47,918
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.03
Value at end of period	$11.12
Number of accumulation units outstanding at end of period	815,601
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during March 2005)
Value at beginning of period	$10.34
Value at end of period	$10.98
Number of accumulation units outstanding at end of period	603,374
ING VAN KAMPEN REAL ESTATE PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.70
Value at end of period	$11.65
Number of accumulation units outstanding at end of period	864,134
ING VP FINANCIAL SERVICES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.76
Value at end of period	$10.71
Number of accumulation units outstanding at end of period	121,968
ING VP GLOBAL EQUITY DIVIDEND PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.14
Value at end of period	$10.38
Number of accumulation units outstanding at end of period	57,868
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	$10.32
Number of accumulation units outstanding at end of period	290

Condensed Financial Information (continued)


	2005
ING VP INDEX PLUS LARGECAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.79
Value at end of period	$10.37
Number of accumulation units outstanding at end of period	262,580
ING VP INDEX PLUS MIDCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.74
Value at end of period	$11.09
Number of accumulation units outstanding at end of period	399,715
ING VP INDEX PLUS SMALLCAP PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.89
Value at end of period	$10.69
Number of accumulation units outstanding at end of period	317,416
ING VP INTERMEDIATE BOND PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$10.02
Value at end of period	$10.06
Number of accumulation units outstanding at end of period	325,330
ING VP MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.94
Number of accumulation units outstanding at end of period	16,675
ING VP SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during February 2005)
Value at beginning of period	$9.83
Value at end of period	$10.89
Number of accumulation units outstanding at end of period	164,649
ING WELLS FARGO MID CAP DISCIPLINED
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.83
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	38,683
ING WELLS FARGO SMALL CAP DISCIPLINED
(Funds were first received in this option during December 2005)
Value at beginning of period	$10.05
Value at end of period	$9.71
Number of accumulation units outstanding at end of period	573
PROFUND VP BULL
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.95
Value at end of period	$10.15
Number of accumulation units outstanding at end of period	20,852

Condensed Financial Information (continued)


	2005
PROFUND VP EUROPE 30
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.67
Value at end of period	$10.64
Number of accumulation units outstanding at end of period	51,656
PROFUND VP RISING RATES OPPORTUNITY
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.65
Value at end of period	$9.02
Number of accumulation units outstanding at end of period	122,680
PROFUND VP SMALL CAP
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.61
Value at end of period	$10.24
Number of accumulation units outstanding at end of period	109,333
WELLS FARGO VT ASSET ALLOCATION FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.92
Value at end of period	$10.34
Number of accumulation units outstanding at end of period	15,567
WELLS FARGO VT EQUITY INCOME FUND
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.28
Value at end of period	$10.44
Number of accumulation units outstanding at end of period	2,699
WELLS FARGO VT EQUITY VALUE FUND
(Funds were first received in this option during September 2005)
Value at beginning of period	$10.19
Value at end of period	$10.22
Number of accumulation units outstanding at end of period	3,936
WELLS FARGO VT LARGE COMPANY GROWTH FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.40
Value at end of period	$10.39
Number of accumulation units outstanding at end of period	30,610
WELLS FARGO VT MONEY MARKET FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.99
Value at end of period	$10.03
Number of accumulation units outstanding at end of period	52,273
WELLS FARGO VT SMALL CAP GROWTH FUND
(Funds were first received in this option during January 2005)
Value at beginning of period	$9.91
Value at end of period	$10.82
Number of accumulation units outstanding at end of period	475

Condensed Financial Information (continued)


	2005
WELLS FARGO VT TOTAL RETURN BOND FUND
(Funds were first received in this option during February 2005)
Value at beginning of period	$10.07
Value at end of period	$9.96
Number of accumulation units outstanding at end of period	12,839

CFI 82

APPENDIX B

The Investment Portfolios

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List of Fund Name Changes
Former Fund Name	Current Fund Name
ING Goldman Sachs Tollkeeper^SM Portfolio	ING Global Technology Portfolio
ING JPMorgan Fleming International Portfolio	ING JPMorgan International Portfolio
ING MFS Mid Cap Growth Portfolio	ING FMR^SM Mid Cap Growth 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

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WF Landmark -139962

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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: AllianceBernstein, L.P.

Seeks long-term growth of capital.

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.

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WF Landmark -139962

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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.
ING FMR^SM Mid Cap Growth Portfolio (Class S) (formerly ING MFS Mid Cap Growth Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: Fidelity Management & Research Co.	Seeks long-term growth of capital.
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 Global Technology Portfolio (Class S) (formerly ING Goldman Sachs Tollkeeper^SM Portfolio) Investment Adviser: Directed Services, Inc. Investment Subadviser: ING Investment Management 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.

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WF Landmark -139962

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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.
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 Partners 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.

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WF Landmark -139962

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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.
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 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.

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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.
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 Limited	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.

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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.
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^Ò Index (“MSCI EAFE^Ò 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.

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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.
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 Thornburg Value Portfolio (Class S) Investment Adviser: Thornburg Investment Management	Seeks capital appreciation.

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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.
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 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

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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.
FidelityÒ Variable Insurance Products 82 Devonshire Street, Boston, MA 02109
Fidelity^Ò VIP Contrafund^Ò 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^Ò 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.

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APPENDIX C

Fixed Account II

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a contract for a refund as described in the prospectus.

The Fixed Account

You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each guaranteed interest period ends on its maturity date, which is the last day of the month in which the interest period is scheduled to expire.

Guaranteed Interest Rates

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Transfers from a Fixed Interest Allocation

You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations with new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to or from any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our dollar cost averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in such Fixed Interest Allocation to the ING Liquid Assets subaccount, and such a transfer will be subject to a Market Value Adjustment.

Withdrawals from a Fixed Interest Allocation

Market Value Adjustment

Contract Value in the Fixed Interest Allocations

(1)

We take the Contract value in the Fixed Interest Allocation at the end of the preceding business day.

(2)

We credit a daily rate of interest on (1) at the guaranteed rate since the preceding business day.

(3)

We add (1) and (2).

(4)

We subtract from (3) any transfers from that Fixed Interest Allocation.

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(5)

We subtract from (4) any withdrawals, and then subtract any contract fees (including any rider charges) and premium taxes.

Cash Surrender Value

Dollar Cost Averaging from Fixed Interest Allocations

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

Suspension of Payments

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

More Information

See the prospectus for Fixed Account II.

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APPENDIX D

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 is registered under the Investment Company Act of 1940.

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 E

Surrender Charge for Excess Withdrawals Example

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APPENDIX F

Special Funds and Excluded Funds Examples

Example #1:

The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element (“7% MGDB”) of allocating your Contract Value to Special Funds.

7% MGDB if 50% invested in Special Funds							7% MGDB if 0% invested in Special Funds						7% MGDB if 100% invested in Special Funds

End of Yr		Covered		Special		Total	End of Yr	Covered		Special	Total		End of Yr	Covered	Special	Total
0		500		500		1,000	0	1,000		—	1,000		0	0	1,000	1,000
1		535		500		1,035	1	1,070		—	1,070		1	0	1,000	1,000
2		572		500		1,072	2	1,145		—	1,145		2	0	1,000	1,000
3		613		500		1,113	3	1,225		—	1,225		3	0	1,000	1,000
4		655		500		1,155	4	1,311		—	1,311		4	0	1,000	1,000
5		701		500		1,201	5	1,403		—	1,403		5	0	1,000	1,000
6		750		500		1,250	6	1,501		—	1,501		6	0	1,000	1,000
7		803		500		1,303	7	1,606		—	1,606		7	0	1,000	1,000
8		859		500		1,359	8	1,718		—	1,718		8	0	1,000	1,000
9		919		500		1,419	9	1,838		—	1,838		9	0	1,000	1,000
10		984		500		1,484	10	1,967		—	1,967		10	0	1,000	1,000




7% MGDB if transferred to Special Funds at the beginning of year 6							7% MGDB if transferred to Covered Funds at the beginning of year 6

End of Yr	Covered		Special		Total		End of Yr	Covered	Special			Total
0	1,000		—		1,000		0	—	1,000			1,000
1	1,070		—		1,070		1	—	1,000			1,000
2	1,145		—		1,145		2	—	1,000			1,000
3	1,225		—		1,225		3	—	1,000			1,000
4	1,311		—		1,311		4	—	1,000			1,000
5	1,403		—		1,403		5	—	1,000			1,000
6	—		1,403		1,403		6	1,070	—			1,070
7	—		1,403		1,403		7	1,145	—			1,145
8	—		1,403		1,403		8	1,225	—			1,225
9	—		1,403		1,403		9	1,311	—			1,311
10	—		1,403		1,403		10	1,403	—			1,403

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Example #2:

The following examples are intended to demonstrate the impact on your 7% Solution Death Benefit Element (“7% MGDB”) of allocating your Contract Value to Excluded Funds.

7% MGDB if 50% invested in Excluded Funds
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
0	500	500	500	500	1,000	1,000	1,000
1	535	510	535	510	1,045	1,020	1,045
2	572	490	572	490	1,062	980	1,062
3	613	520	613	520	1,133	1,040	1,133
4	655	550	655	550	1,205	1,100	1,205
5	701	450	701	450	1,151	900	1,151
6	750	525	750	525	1,275	1,050	1,275
7	803	600	803	600	1,403	1,200	1,403
8	859	750	859	750	1,609	1,500	1,609
9	919	500	919	500	1,419	1,000	1,419
10	984	300	984	300	1,284	600	1,284

7% MGDB if 0% invested in Excluded Funds				7% MGDB if 100% invested in Excluded Funds
	Covered				Excluded
End of Yr	7% MGDB	AV	Death Benefit	End of Yr	“7% MGDB”	AV	Death Benefit
0	1,000	1,000	1,000	0	1,000	1,000	1,000
1	1,070	1,020	1,070	1	1,070	1,020	1,020
2	1,145	980	1,145	2	1,145	980	980
3	1,225	1,040	1,225	3	1,225	1,040	1,040
4	1,311	1,100	1,311	4	1,311	1,100	1,100
5	1,403	900	1,403	5	1,403	900	900
6	1,501	1,050	1,501	6	1,501	1,050	1,050
7	1,606	1,200	1,606	7	1,606	1,200	1,200
8	1,718	1,500	1,718	8	1,718	1,500	1,500
9	1,838	1,000	1,838	9	1,838	1,000	1,000
10	1,967	600	1,967	10	1,967	600	600

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Note:

AV are hypothetical illustrative values. Not a projection. “7% MGDB” for Excluded funds is notional. Not payable as a benefit. Death Benefit for Excluded Funds equals Accumulation Value (AV).

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Transfer from Covered Funds to Excluded Funds at the beginning of year 6
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
—	1,000	1,000	—	—	1,000	1,000	1,000
1	1,070	1,020	—	—	1,070	1,020	1,070
2	1,145	980	—	—	1,145	980	1,145
3	1,225	1,040	—	—	1,225	1,040	1,225
4	1,311	1,100	—	—	1,311	1,100	1,311
5	1,403	900	—	—	1,403	900	1,403
6	—	—	1,501	1,050	1,050	1,050	1,050
7	—	—	1,606	1,200	1,200	1,200	1,200
8	—	—	1,718	1,500	1,500	1,500	1,500
9	—	—	1,838	1,000	1,000	1,000	1,000
10	—	—	1,967	600	600	600	600

Note: 7% MGDB transferred to Excluded Funds equals the 7% MGDB in Covered Funds (or pro-rata portion thereof for partial transfer). Transfers from Special Funds to Excluded Funds work the same as Covered to Excluded (except 7% MGDB in Special Funds does not accumulate).

Transfer from Excluded Funds to Covered Funds at the beginning of year 6
	Covered		Excluded		Total
End of Yr	7% MGDB	AV	“7% MGDB”	AV	7% MGDB	AV	Death Benefit
—	—	—	1,000	1,000	1,000	1,000	1,000
1	—	—	1,070	1,020	1,020	1,020	1,020
2	—	—	1,145	980	980	980	980
3	—	—	1,225	1,040	1,040	1,040	1,040
4	—	—	1,311	1,100	1,100	1,100	1,100
5	—	—	1,403	900	900	900	900
6	963	1,050	—	—	963	1,050	1,050
7	1,030	1,200	—	—	1,030	1,200	1,200
8	1,103	1,500	—	—	1,103	1,500	1,500
9	1,180	1,000	—	—	1,180	1,000	1,180
10	1,262	600	—	—	1,262	600	1,262

Note: 7% MGDB transferred to Covered Funds is the lesser of 7% MGDB in Excluded Funds (or portion thereof for partial transfer) and AV transferred to Covered Funds. Transfers from Excluded Funds to Special Funds work the same as Excluded to Covered (except 7% MGDB in Special Funds does not accumulate).

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APPENDIX G

Minimum Guaranteed Income Benefit Calculation Examples

Example 1

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	0.0%	0.00%
	Rider Charge	0.0%	0.75%

65	Contract Value	$100,000	$89,167
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$471.00	$419.98
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$100,000
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$871.44

Income

$471.00

$871.44

Example 2

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	3.0%	3.0%
	Rider Charge	0.0%	0.75%

65	Contract Value	$134,392	$122,019
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$632.98	$574.70
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$122,019
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$871.44

Income

$632.98

$871.44

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Example 3

Age		Contract without	Contract with
		the MGIB Rider	the MGIB Rider
55	Initial Value	$100,000	$100,000
	Accumulation Rate	8.0%	8.0%
	Rider Charge	0.0%	0.75%

65	Contract Value	$215,892	$200,423
	Contract Annuity Factor	4.71	4.71
	Monthly Income	$1,016.85	$943.99
	MGIB Rollup	n/a	$196,715
	MGIB Ratchet	n/a	$200,423
	MGIB Annuity Factor	n/a	4.43
	MGIB Income	n/a	$887.87

Income

$1,016.85

$943.99

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APPENDIX H

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ING LifePay and ING Joint LifePay Partial Withdrawal Amount Examples

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The following are examples of adjustments to the Maximum Annual Withdrawal amount for withdrawals in excess of the Maximum Annual Withdrawal:

Illustration 1: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal, including surrender and/or MVA charges.

Assume the Maximum Annual Withdrawal is $5,000.

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The first withdrawal taken during the contract year is $3,000 net, with $500 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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If the Account Value before this withdrawal is $50,000, then the Maximum Annual Withdrawal is reduced by 3.40% ($1,700 / $50,000) to $4,830 ((1 - 3.40%) * $5,000).

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Illustration 2: Adjustment to the Maximum Annual Withdrawal amount for a withdrawal in excess of the Maximum Annual Withdrawal.

Assume the Maximum Annual Withdrawal is $5,000.

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Illustration 3: A withdrawal exceeds the Maximum Annual Withdrawal amount but does not exceed the Additional Withdrawal Amount.

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The first withdrawal taken during the contract year is $3,000 net, with $0 of surrender charges, and/or MVA charges. The Maximum Annual Withdrawal is not exceeded.

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Illustration 4: The Reset Option is utilized.

Assume the Maximum Annual Withdrawal is $5,000 and the Maximum Annual Withdrawal percentage is 5%.

One year after the first withdrawal is taken, the contract value has increased to $120,000, and the Reset Option is utilized. The Maximum Annual Withdrawal is now $6,000 ($120,000 * 5%).

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APPENDIX I

Examples of Fixed Allocation Fund Automatic Rebalancing

The following examples are designed to assist you in understanding how Fixed Allocation Fund Automatic Rebalancing works. The examples assume that there are no investment earnings or losses.

I. Subsequent Payments

II. Partial Withdrawals

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APPENDIX J

Minimum Guaranteed Withdrawal Benefit

(Applicable to Contracts Issued in States where ING LifePay is Not Available)

if you purchased the MGWB rider on the contract date: your premium payments received during the first two contract years;

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You should not make any withdrawals if you wish to retain the option to elect the Step-Up Benefit (see below).

your contract value is greater than zero;

your MGWB Withdrawal Account is greater than zero;

you have not reached your latest allowable annuity start date;

you have not elected to annuitize your Contract; and

you have not died (unless your spouse has elected to continue the Contract), changed the ownership of the Contract or surrendered the Contract.

The standard Contract provision limiting withdrawals to no more than 90% of the cash surrender value is not applicable under the MGWB rider.

Automatic Periodic Benefit Status. Under the MGWB rider, in the event your contract value is reduced to zero, your Contract is given Automatic Periodic Benefit Status, if:

your MGWB Withdrawal Account is greater than zero;

you have not reached your latest allowable annuity start date;

you have not elected to annuitize your Contract; and

you have not died, changed the ownership of the Contract or surrendered the Contract.

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we reserve the right to increase the charge for the MGWB Rider up to a maximum annual charge of 1.00% of contract value;

you must wait at least five years from the Step-Up date to elect the Reset Option.

Death of Owner

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Minimum Guaranteed Withdrawal Benefit rider¹:

As an Annual Charge

As a Quarterly Charge

Maximum Annual Charge if Step-Up Benefit Elected²

0.45% of contract value

0.12% of contract value

1.00% of contract value

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APPENDIX K

MGWB Excess Withdrawal Amount Examples

(Applicable to Contracts Issued in States where ING LifePay is Not Available)

Example #1: Owner has invested only in Covered Funds

	The new CV is $90,000 ($100,000 - $10,000).
	The Excess Withdrawal Amount is $3,000 ($10,000 - $7,000).

Example #2: Owner has invested only in Excluded Funds

	The new CV is $90,000 ($100,000 - $10,000).
	The Excess Withdrawal Amount is $3,000 ($10,000 - $7.000).

The Excluded Withdrawal Account is reduced pro-rata based on the ratio of the entire amount withdrawn to the CV (before the withdrawal) to $108,000 ($120,000 * (1 - $10,000 / $100,000)).

The EPA is reduced pro-rata based on the ratio of the Excess Withdrawal Amount to the CV (after being reduced for the withdrawal up to the MAW) to $96,774.19 ($100,000 * (1 - $3,000/$93,000)). The reduction to the EPA for withdrawals of Excess Withdrawal Amount is applied pro-rata regardless of whether CV is allocated to Covered or Excluded Funds. The MAW is then recalculated to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

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Example #3: Owner has invested in both Covered and Excluded Funds

The new CV for Covered Funds is $52,000 ($60,000 - $8,000), and the new CV for Excluded Funds is $38,000 ($40,000 - $2,000).

Example #4: Owner transfers funds from Excluded Funds to Covered Funds

The new CV for Covered Funds is $70,000 ($60,000 + $10,000), and the new CV for Excluded Funds is $30,000 ($40,000 - $10,000).

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Example #5: Owner transfers funds from Covered Funds to Excluded Funds

The new CV for Covered Funds is $50,000 ($60,000 - $10,000), and the new CV for Excluded Funds is $50,000 ($40,000 + $10,000).

The Excluded Withdrawal Account is increased by the reduction of the Covered Withdrawal Account of $12,500 ($75,000 - $62,500) to $57,500 ($45,000 + $12,500).

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ING USA Annuity and Life Insurance Company

ING USA Annuity and Life Insurance Company is a stock company domiciled in Iowa.

<R>

WF Landmark -139962

08/21/06

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PART B

Statement of Additional Information

ING GoldenSelect Landmark, ING GoldenSelect Legends

and Wells Fargo ING Landmark

Deferred Combination Variable and Fixed Annuity Contracts

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:

August 21, 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 Separate Account B	4
Financial Statements of ING USA Annuity and Life Insurance Company	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

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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

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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

Separate Account B of
ING USA Annuity and Life Insurance Company
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
ING USA Annuity and Life Insurance Company
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
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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

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 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

Separate Account B of

ING USA Annuity and Life Insurance Company

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

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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 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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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

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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 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
ING USA Annuity and Life Insurance Company
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.

Financial Statements:
(a) (1)		Included in Part A: Condensed Financial Information
(2)		Included in Part B: 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
	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

(1)		Resolution of the board of directors of Depositor authorizing the establishment of the Registrant, incorporated herein by reference to Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-05626).

(2)		Not applicable

(3)	a.	Distribution Agreement between the Depositor and Directed Services, Inc., incorporated herein by reference to Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-05626).
	b.	Form of Dealers Agreement, incorporated herein by reference to Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-05626).
	c.	Organizational Agreement, incorporated herein by reference to Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-05626).
	d.	Addendum to Organizational Agreement, 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 September 24, 1997 (File Nos. 333-28769, 811-05626).
	e.	Expense Reimbursement Agreement, 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 September 24, 1997 (File Nos. 333-28769, 811-05626).
	f.	Form of Assignment Agreement for Organizational Agreement, incorporated herein by reference to Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-05626).

	g.	Amendment to the Distribution Agreement between ING USA and DSI, 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 or about February 13, 2004 (File Nos. 333-28755, 811-05626).

(4)	a.	Deferred Combination Variable and Fixed Annuity Group Master Contract, (GA-MA-1082) incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
	b.	Flexible Premium Individual Deferred Combination Variable and Fixed Annuity Contract, (GA-IA-1082) incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
	c.	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate, (GA-CA-1082) incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
	d.	Flexible Premium Deferred Variable Annuity Contract, (GA-IA-1083) incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
	e.	Individual Retirement Annuity Rider (GA-RA-1009) (12/02), 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, 811-05626).
	f.	ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12/02), 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, 811-05626).
	g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated herein by reference to Post-Effective Amendment No. 31 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 or about April 20, 2005 (File Nos. 333-28755, 811-05626).
	h.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
	i.	Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	j.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING PrincipalGuard) (GA-RA-1046), 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 or about February 13, 2004 (File Nos. 333-28755, 811-05626).
	k.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU-RA-3023), incorporated herein by reference to Post-Effective Amendment No. 32 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 August 5, 2005 (File Nos. 333-28755, 811-05626).
	l.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay) (IU-RA-3029), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).

	m.	Excluded Funds Endorsement (Inforce Riders), incorporated herein by reference to Post-Effective Amendment No.12 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on April 23, 2001 (File Nos. 333-28769, 811-05626).
	n.	Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA-RA-1044-1) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	o.	Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA-1044-2) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	p.	Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	q.	Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA-1044-4) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	r.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	s.	Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA-1044-6) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).
	t.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by reference to Post-Effective Amendment No. 10 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 24, 2001 (File Nos. 333-28679, 811-5626).
	u.	Simple Retirement Account Rider (GA-RA-1026) (12/02), 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, 811-05626).
	v.	403(b) Rider (GA-RA-1040), 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, 811-05626).
	w.	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
	x.	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).

	y.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).
	z.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated herein by reference to 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 May 9, 2006 (File Nos. 333-133944, 811-05626).

(5)	a.	Deferred Variable Annuity Application, incorporated herein by reference to Post-Effective Amendment No. 34 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 or about October 26, 2005 (File Nos. 333-28755, 811-05626).
	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form, incorporated herein by reference to Post-Effective Amendment No. 2 to a Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 26, 2001 (File Nos. 333-30180, 811-05626).
	c.	Deferred Variable Annuity Application (137098) (08-21-2006), attached.

(6)	a.	Amended and Restated Articles of Incorporation of ING USA Annuity and Life Insurance Company, dated 01/01/04, incorporated herein by reference to Post-Effective Amendment No. 15 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. 333-30180, 811-05626).
	b.	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company, dated 01/01/04, incorporated herein by reference to Post-Effective Amendment No. 15 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. 333-30180, 811-05626).
	c.	Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated herein by reference to Registration Statement on Form N-4 for Golden American Life Insurance Company Separate Account B filed with the Securities and Exchange Commission on February 11, 2000 (File Nos. 333-30180, 811-5626).
	d.	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into GALIC and renamed ING USA Annuity and Life Insurance Company, dated 06/25/03, incorporated herein by reference to Post-Effective Amendment No. 15 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. 333-30180, 811-05626).

(7)		Not Applicable

(8)	a.	Service Agreement by and between Golden American Life Insurance Company and Directed Services, Inc., incorporated herein by reference to Post-Effective Amendment No. 28 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 May 1, 1998 (File Nos. 033-23351, 811-05626).
	b.	Asset Management Agreement between Golden American Life Insurance Company and ING Investment Management LLC, incorporated herein by reference to Post-Effective Amendment No. 29 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 30, 1999 (File Nos. 033-23351, 811-05626).

	c.	Participation Agreement between Golden American Life Insurance Company and AIM Variable Insurance Funds, Inc., 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, 811-05626).
	d.	Amendment to Participation Agreement by and between AIM Variable Insurance Funds, Inc., ING USA Annuity and Life Insurance Company and Directed Services, Inc., 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, 811-05626).
	e.	Participation Agreement between Golden American Life Insurance Company, American Funds Insurance Series and Capital Research and Management Company, incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-6 for ReliaStar Life Insurance Company Select * Life Variable Account filed with the Securities and Exchange Commission on July 17, 2003 (File Number 333-105319).
	f.	Participation Agreement by and between ING Investors Trust, Golden American Life Insurance Company and Directed Services, Inc., 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, 811-05626).
	g.	Participation Agreement between ING Variable Insurance Trust, Golden American Life Insurance Company, 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, 811-05626).
	h.	Participation Agreement between ING Variable Products Trust, Golden American Life Insurance Company and Directed Services, Inc., 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, 811-05626).
	i.	Amendment to Participation Agreement by and between ING Variable Products Trust, Golden American Life Insurance Company and Directed Services, Inc., 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, 811-05626).
	j.	Participation Agreement by and between ING Variable Portfolios, Inc., Golden American Life Insurance Company and Directed Services, Inc., 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, 811-05626).
	k.	Participation Agreement by and between ING Partners, Inc., Golden American Life Insurance Company, 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, 811-05626).
	l.	Amendment to Participation Agreement by and between ING Partners, Inc., Golden American Life Insurance Company, 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, 811-05626).
	m.	Second Amendment to Participation Agreement by and between ING Partners, Inc., Golden American Life Insurance Company and Directed Services, Inc., 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, 811-05626).

	n.	Participation Agreement by and between Fidelity Distributors Corporation, Golden American Life Insurance Company and Directed Services, Inc., 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, 811-05626).
	o.	Amendment to Participation Agreement by and between Fidelity Distributors Corporation, ING USA Annuity and Life Insurance Company, 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, 811-05626).
	p.	Form of Participation Agreement by and among Franklin Templeton Variable Insurance Products Trust and Aetna Life Insurance and Annuity Company effective July 20, 2001, 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 10, 2006 (File Nos. 333-28755, 811-05626).
	q.	Amendment to Participation Agreement by and among Franklin Templeton, ALIAC and Golden American Life Insurance Company and Directed Services, Inc., effective January 2, 2002, 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, 811-05626).
	r.	Second Amendment to Participation Agreement by and among Franklin Templeton, ILIAC, IICA, GALIC and Directed Services, Inc. effective December 10, 2003, 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 10, 2006 (File Nos. 333-28755, 811-05626).
	s.	Third Amendment to Participation Agreement by and among Franklin Templeton, ILIAC, IICA, ING USA Annuity and Life Insurance Company, Directed Services, Inc. effective May 3, 2004, 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 10, 2006 (File Nos. 333-28755, 811-05626).
	t.	Participation Agreement by and between INVESCO Funds Group, Inc., Golden American Life Insurance Company, 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, 811-05626).
	u.	Participation Agreement by and between Liberty Variable Investment Trust, Golden American Life Insurance Company, 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, 811-05626).
	v.	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden American Life Insurance Company, 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 June 24, 2000 (File Nos. 333-33914, 811-05626).
	w.	Amendment to Participation Agreement by and between PIMCO Variable Insurance Trust, Golden American Life Insurance Company, 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, 811-05626).
	x.	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden American Life Insurance Company, 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, 811-05626).

Name	Principal Business Address	Position(s) with Depositor
Harry N. Stout*	1475 Dunwoody Drive West Chester, PA 19380	President
Robert W. Crispin*	230 Park Avenue, 13^th Floor, New York, NY 10169	Director
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
Stephen J. Preston	1475 Dunwoody Drive West Chester, PA 19380	Senior Vice President
Kathleen A. Murphy*	151 Farmington Avenue Hartford, CT 06156	Director
Thomas J. McInerney*	5780 Powers Ferry Road Atlanta, GA 30327-4390	Director and Chairman
Andrew D. Chua	1290 Broadway Denver, CO 80203	President, ING Institutional Markets
David A. Wheat*	5780 Powers Ferry Road Atlanta, GA 30327-4390	CFO, Director and Executive Vice President
Steven T. Pierson*	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President and Chief Accounting Officer
David S. Pendergrass	5780 Powers Ferry Road Atlanta, GA 30327-4390	Senior Vice President and Treasurer

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 151 Farmington Avenue Hartford, CT 06156	Executive Vice President
Kimberly Anderson 7337 E Doubletree Ranch Rd. Scottsdale, AZ 85258	Senior Vice President
James M. Hennessey 7337 E Doubletree Ranch Rd. Scottsdale, AZ 85258	Senior Vice President
Laurie M. Tillinghast 151 Farmington Avenue Hartford, CT 06156	Senior Vice President
Stanley D. Vyner 230 Park Ave., 13^th 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 Rd. Scottsdale, AZ 85258	Investment Advisor Chief Compliance Officer
Julius A. Drelick, III 7337 E Doubletree Ranch Rd. Scottsdale, AZ 85258	Vice President
William A. Evans 151 Farmington Avenue Hartford, CT 06156	Vice President
Alyce L. Shaw	Vice President
David S. Pendergrass 5780 Powers Ferry Road Atlanta, GA 30327-4390	Vice President and Treasurer
Dawn M. Peck 5780 Powers Ferry Road Atlanta, GA 30327-4390	Vice President, Assistant Treasurer and Assistant Secretary
James A. Shuchart	General Counsel
Bruce Kuennen	Attorney-in-Fact
Joy N. Benner 20 Washington Avenue South Minneapolis, MN 55401	Secretary
Diana R. Cavender 20 Washington Avenue South Minneapolis, MN 55401	Assistant Secretary
Randall K. Price 20 Washington Avenue South Minneapolis, MN 55401	Assistant Secretary

		SEPARATE ACCOUNT B
		(Registrant)
	By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY (Depositor)

By:
		Harry N. Stout*
		President (principle executive officer)

By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum
	Counsel of Depositor

Signature	Title

	President
Harry N. Stout*	(principle executive officer)

DIRECTORS

	Chief Financial Officer
David A. Wheat*

	Principal Accounting Officer
Steven T. Pierson*


Robert W. Crispin *


Thomas J. McInerney*


Kathleen A. Murphy*


Catherine H. Smith*

ITEM	EXHIBIT	PAGE #
(5)c	Deferred Variable Annuity Application (137098) (08-21-2006)	EX-99.B5C
(9)	Opinion and Consent of Counsel	EX-99.B9
(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
(13)	Power of Attorney	EX-99.B13