final.htm - Generated by SEC Publisher for SEC Filing

485BPOS 1 final.htm REGISTRATION STATEMENT final.htm - Generated by SEC Publisher for SEC Filing

As filed with the Securities and Exchange	Registration No. 333-101481
Commission on April 21, 2010	Registration No. 811-05626

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No.	[ ]
Post-Effective Amendment No. 11	[X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No.	[X]
(Check appropriate box or boxes.)

SEPARATE ACCOUNT B
(Exact Name of Registrant)

ING USA ANNUITY AND LIFE INSURANCE COMPANY

(Name of Depositor)

1475 Dunwoody Drive

West Chester, Pennsylvania 19380-1478

(Address of Depositor's Principal Executive Offices)

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


John S. (Scott) Kreighbaum, Esq.
ING Americas (U.S. Legal Services)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478
(610) 425-3404

(Name and Address of Agent for Service of Process)

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):
[ ]		immediately upon filing pursuant to paragraph (b) of Rule 485
[ X ]		on April 30, 2010 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:
Deferred Combination Variable and Fixed Annuity Contract

PART A

SUPPLEMENT Dated April 30, 2010

To The Prospectus Dated April 30, 2010 For

ING SmartDesign Signature

Issued By ING USA Annuity and Life Insurance Company

Through Its Separate Account B

This supplement updates the prospectus for your variable annuity contract. Please read it

carefully and keep it with your copy of the prospectus for future reference. If you have any

questions, please call our Customer Service Center at 1-800-366-0066.

Notice of Portfolio Reorganizations

Effective after the close of business on or about August 20, 2010, the following Disappearing
Portfolios will reorganize into and become part of the following Surviving Portfolios:

Disappearing Portfolios	Surviving Portfolios
ING Opportunistic LargeCap Portfolio	ING Growth and Income Portfolio
ING Wells Fargo Small Cap Disciplined Portfolio	ING Small Company Portfolio

These reorganizations will be administered pursuant to reorganization agreements, which have been
approved by the boards of trustees of the Disappearing Portfolios. The reorganizations will also be
subject to shareholder approval. If shareholder approval is obtained, each reorganization is
expected to take place on or about August 20, 2010, resulting in a shareholder of a given
Disappearing Portfolio becoming a shareholder of the corresponding Surviving Portfolio. Each
shareholder will thereafter hold shares of the Surviving Portfolio having equal aggregate value as
shares of the Disappearing Portfolio, and the Disappearing Portfolios will no longer be available
under the contract.

Unless you provide us with alternative allocation instructions, all future allocations directed to a
given Disappearing Portfolio will be automatically allocated to the corresponding Surviving
Portfolio. You may give us alternative allocation instructions at any time by contacting our
Customer Contact Center at 1-800-366-0066.

As of the relevant effective date noted above, any references in the prospectus to the Disappearing
Portfolios as being available under the contract are deleted.

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 SMARTDESIGN SIGNATURE

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April 30, 2010

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This prospectus describes ING SmartDesign Signature Variable Annuity, a group and individual deferred
variable annuity contract (the “Contract”) offered for sale by ING USA Annuity and Life Insurance Company (the
“Company,” “we” or “our”) through Separate Account B (the “Separate Account”). The Contract was 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”). We do not currently offer this Contract for sale to new purchasers.

The Contract provides a means for you to allocate your premium payments and credits, if applicable, in one or
more subaccounts, each of which invest in a single investment portfolio. You may also allocate premium payments
and credits, if applicable, 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, some guaranteed interest periods or
subaccounts may not be available. The investment portfolios available under your Contract and the portfolio
managers are listed on the back of this cover.

You have a right to return a Contract within 10 days after you receive it for a refund of the adjusted contract
value, less credits we added, if applicable, (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.

This prospectus provides information that you should know before investing and should be kept for future
reference. A Statement of Additional Information (“SAI”), dated April 30, 2010 , 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). When looking for information regarding the Contracts
offered through this prospectus, you may find it useful to use the number assigned to the registration statement under
the Securities Act of 1933. The number is 333-101481. 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.

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

The expenses for a contract providing a premium credit, as this Contract does, may be higher than for
contracts not providing a premium credit. Over time, and under certain circumstances, the amount of the
premium credit may be more than offset by the additional fees and charges associated with the premium
credit.

Allocations to a subaccount investing in a Trust or Fund (investment portfolio) 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.

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The investment portfolios are listed on the next page.

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The investment portfolios currently available under your Contract are:

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ING Investors Trust	ING Partners, Inc.
ING American Funds Asset Allocation Portfolio	ING Baron Small Cap Growth Portfolio (Service Class)
ING American Funds Bond Portfolio	ING Davis New York Venture Portfolio (Service Class)
ING American Funds Growth Portfolio	ING JPMorgan Mid Cap Value Portfolio (Service Class)
ING American Funds Growth-Income Portfolio	ING Templeton Foreign Equity Portfolio (Service Class)
ING American Funds International Portfolio	ING T. Rowe Price Growth Equity Portfolio (Service Class)
ING American Funds World Allocation Portfolio (Class S)	ING Van Kampen Comstock Portfolio (Service Class)
ING Artio Foreign Portfolio (Class S)	ING Van Kampen Equity and Income Portfolio (Service Class)
ING BlackRock Inflation Protected Bond Portfolio (Class S)
ING BlackRock Large Cap Growth Portfolio (Class S)	ING Variable Funds
ING DFA Global All Equity Portfolio (Class S)	ING Growth and Income Portfolio (Class S)
ING FMR^SMDiversified Mid Cap Portfolio (Class S)
ING Franklin Income Portfolio (Class S)	ING Variable Portfolios, Inc.
ING Franklin Mutual Shares Portfolio (Class S)	ING BlackRock Science and Technology Opportunities
ING Franklin Templeton Founding Strategy Portfolio (Class S)	Portfolio (Class S)
ING JPMorgan Small Cap Core Equity Portfolio (Class S)	ING EURO STOXX 50^®Index Portfolio (ADV Class)
ING Liquid Assets Portfolio (Class S)	ING FTSE 100 Index^®Portfolio (ADV Class)
ING Marsico Growth Portfolio (Class S)	ING Hang Seng Index Portfolio (Class S)
ING MFS Total Return Portfolio (Class S)	ING International Index Portfolio (Class S)
ING MFS Utilities Portfolio (Class S)	ING Japan TOPIX Index^®Portfolio (ADV Class)
ING Morgan Stanley Global Franchise Portfolio (Class S)	ING Russell™ Large Cap Growth Index Portfolio (Class S)
ING Morgan Stanley Global Tactical Asset Allocation Portfolio	ING Russell^TMLarge Cap Index Portfolio (Class S)
(Class S)	ING Russell™ Large Cap Value Index Portfolio (Class S)
ING Oppenheimer Active Allocation Portfolio (Class S)	ING Russell™ Mid Cap Growth Index Portfolio (Class S)
ING PIMCO High Yield Portfolio ( Class S)	ING Russell^TMMid Cap Index Portfolio (Class S)
ING PIMCO Total Return Bond Portfolio (Class S)	ING Russell^TMSmall Cap Index Portfolio (Class S)
ING Pioneer Fund Portfolio (Class S)	ING Small Company Portfolio (Class S)
ING Pioneer Mid Cap Value Portfolio (Class S)	ING U. S. Bond Index Portfolio (Class S)
ING Retirement Conservative Portfolio (ADV Class)	ING WisdomTree^SMGlobal High-Yielding Equity Index
ING Retirement Growth Portfolio (ADV Class)	Portfolio (Class S)
ING Retirement Moderate Growth Portfolio (ADV Class)
ING Retirement Moderate Portfolio (ADV Class)	ING Variable Products Trust
ING Templeton Global Growth Portfolio (Class S)	ING MidCap Opportunities Portfolio (Class S)
ING T. Rowe Price Capital Appreciation Portfolio (Class S)
ING T. Rowe Price Equity Income Portfolio (Class S)	ING Intermediate Bond Portfolio (Class S)
ING Van Kampen Growth and Income Portfolio (Class S)
ING Wells Fargo Health Care Portfolio (Class S)	BlackRock Variable Series Funds, Inc.
ING Wells Fargo Omega Growth Portfolio (Class S)	BlackRock Global Allocation V.I. Fund (Class III)

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These investment portfolios comprise the subaccounts open to new premiums and transfers. More information can be found
in the appendices. See Appendix A for all subaccounts and valuation information. Appendix B highlights each portfolio’s
investment objective and adviser (and any subadviser or consultant), as well as indicates recent portfolio changes. If you
received a summary prospectus for any of the underlying investment portfolios available through your contract, you
may obtain a full prospectus and other fund information free of charge by either accessing the internet address,
calling the telephone number or sending an email request to the contact information shown on the front of the
portfolio's summary prospectus.

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TABLE OF CONTENTS


	Page
INDEX OF SPECIAL TERMS	1
FEES AND EXPENSES	2
CONDENSED FINANCIAL INFORMATION	5
ING USA SEPARATE ACCOUNT B	6
ING USA ANNUITY AND LIFE INSURANCE COMPANY	6
THE TRUSTS AND FUNDS	8
CHARGES AND FEES	9
THE ANNUITY CONTRACT	18
LIVING BENEFIT RIDERS	25
WITHDRAWALS	30
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)	33
DEATH BENEFIT CHOICES	38
THE INCOME PHASE	45
OTHER CONTRACT PROVISIONS	50
OTHER INFORMATION	54
FEDERAL TAX CONSIDERATIONS	54
STATEMENT OF ADDITIONAL INFORMATION	67
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 Examples	E1
APPENDIX F – Withdrawal Adjustment for 5% Roll-Up Death Benefit Examples	F1
APPENDIX G – Special Funds and Excluded Funds Examples	G1
APPENDIX H – MGWB Excess Withdrawal Amount Examples	H1

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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	5
Annual Ratchet	41
Annuitant	18
Cash Surrender Value	23
Contract Date	18
Contract Owner	18
Contract Value	10
Contract Year	18
Covered Funds	9
Earnings Multiplier Benefit	42
Excluded Funds	9
Free Withdrawal Amount	10
Income Phase Payment Start Date	22
Net Investment Factor	5
Net Rate of Return	6
Restricted Funds	8
5% Roll-up	40
Special Funds	9
Standard Death Benefit	39

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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
Income Phase Payment 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
Subaccount(s)	Division(s)
Net Investment Factor	Experience Factor
Regular Withdrawals	Conventional Partial Withdrawals
Withdrawals	Partial Withdrawals

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FEES AND EXPENSES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the

contract. The first table describes the fees and expenses that you will pay at the time that you buy the contract,

surrender the contract, or transfer contract value between investment options. State premium taxes may also be

deducted.

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Contract Owner Transaction Expenses¹

Surrender Charge:

Complete Years Elapsed		0	1	2	3	4	5	6	7+
Since Premium Payment
Surrender Charge (as a percentage of		7%	7%	6%	6%	5%	4%	3%	0%
Premium Payment)

Transfer Charge²						$25 per transfer, if you make more
	than 12 transfers in a contract year

Overnight Charge³						$20
1	If you invest 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.
2	We currently do not impose this charge, but may do so in the future.
3	You may choose to have this charge deducted from the amount of a withdrawal you would like sent to you
	by overnight delivery service.

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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.


Annual Contract Administrative Charge¹
Administrative Charge	$30

(We waive this charge if the total of your premium payments is $50,000 or more or if your contract value at
the end of a contract year is $50,000 or more.)

¹ We deduct this charge on each contract anniversary and on surrender. See, “The Income Phase — Charges
Deducted.”

Separate Account Annual Charges¹


	Option	Option	Option
	Package I	Package II	Package III
Mortality & Expense Risk Charge²	1.10%	1.30%	1.45%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%
Total	1.25%	1.45%	1.60%
Optional Asset-Based Premium Credit Charge²	0.50%	0.50%	0.50%
Total With Optional Premium Credit Charge	1.75%	1.95%	2.10%

1 As a percentage of average daily assets in each subaccount. The Separate Account Annual Charges are

deducted daily. Please see “Death Benefit Choices - Death Benefit During the Accumulation Phase” for a

description of the Option Packages.”

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2 During the income phase, the Mortality & Expense Risk Charge, on an annual basis, is equal to 1.25% of

amounts invested in the subaccounts. The Premium Credit Option Charge is also deducted during the

income phase, if otherwise applicable.

Optional Rider Charges¹

Earnings Multiplier Benefit Rider Charge


	As an Annual Charge		As a Quarterly Charge
	0.25% of contract value		0.06% of contract value

*Minimum Guaranteed Accumulation Benefit rider*:

	Waiting Period	As an Annual Charge		As a Quarterly Charge
	10 Year	0.65% of the MGAB Charge Base²		0.17% of the MGAB Charge Base²

*Minimum Guaranteed Withdrawal Benefit rider:*

	As an Annual Charge		As a Quarterly Charge	Maximum Annual Charge If Step-
				Up Benefit Elected
	0.45% of contract value		0.12% of contract value	1.00% of contract value³

1	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
	maturity, and the amount deducted may be subject to a Market Value Adjustment. You may add only one
	optional benefit rider to your Contract and therefore cannot purchase both the Minimum Guaranteed
	Accumulation Benefit rider and the Minimum Guaranteed Withdrawal Benefit rider.
2	Please see “Charges and Fees – Optional Rider charges” and “Living Benefit Riders” later in this
	prospectus.
3	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.”

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

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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) fees¹, and	0.54%	2.76%
other expenses):


1 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.

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Example:
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, contract fees, separate account
annual expenses, and Trust or Fund fees and expenses.

The example assumes that you invest $10,000, in the Contract for the time periods indicated. The example also
assumes that your investment has a 5% return each year and assumes the maximum fees and expenses of any of the
Trusts or Funds. Specifically, the example assumes election of Option Package III, election of the premium credit
rider with a charge of 0.50% of the contract value annually for the first seven contract years and election of the
earnings multiplier benefit rider with a charge of 0.25% of contract value annually and election of one of the living
benefit riders noted below. The example reflects the deduction of a mortality and expense risk charge, an asset-
based administrative charge, and the annual contract administrative charge as an annual charge of 0.02% of assets.
If you elect different options, your expenses will be lower. Note that surrender charges may apply if you choose to
annuitize your Contract within the first contract year.

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

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

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Minimum Guaranteed Accumulation Benefit:

1) If you surrender your contract at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,277	$2,320	$3,346	$5,419
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$577	$1,720	$2,846	$5,419
3) If you do not surrender your contract:
1 year	3 years	5 years	10 years
$577	$1,720	$2,846	$5,419

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Minimum Guaranteed Withdrawal Benefit: (assuming Step-Up in Year 6)

1) If you surrender your contract at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,257	$2,262	$3,254	$5,529
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$557	$1,662	$2,754	$5,529
3) If you do not surrender your contract:
1 year	3 years	5 years	10 years
$557	$1,662	$2,754	$5,529

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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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Fees Deducted by the Funds
Fund Fee Information. The fund prospectuses show the investment advisory fees, 12b-1 fees and other
expenses including service fees (if applicable) charged annually by each fund. Fund fees are one factor that impacts
the value of a fund share. Please refer to the fund prospectuses for more information and to learn more about
additional factors.

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

In the case of fund companies affiliated with the Company, where an affiliated investment adviser employs
subadvisers to manage the funds, no direct payments are made to the Company or the affiliated investment adviser
by the subadvisers. Subadvisers may provide reimbursement for employees of the Company or its affiliates to
attend business meetings or training conferences. Investment management fees are apportioned between the
affiliated investment adviser and subadviser. This apportionment varies by subadviser, resulting in varying amounts
of revenue retained by the affiliated investment adviser. This apportionment of the investment advisory fee does not
increase, directly or indirectly, fund fees and expenses. Please see “Charges and Fees – Trust and Fund Expenses”
for more information.

How Fees are Deducted. Fees are deducted from the value of the fund shares on a daily basis, which in turn
affects the value of each subaccount that purchases fund shares.


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 – for the lowest and highest combination of asset-based charges.
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. Complete information is available in the SAI.

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:

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

2)	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.

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

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4) We then subtract the applicable daily charges from the subaccount: the mortality and expense risk
charge; the asset-based administrative charge; the daily premium credit option charge, if applicable 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
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
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.

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.

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. We

are obligated to pay all benefits and make all payments provided under the Contracts.

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.”

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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. 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 Annuity and Life Insurance Company.

Directed Services LLC, the distributor of the Contracts and the investment manager of the ING Investors Trust, is

also a wholly owned indirect subsidiary of ING. ING also indirectly 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, ING Variable Products Trust and ING Variable Product Portfolios, respectively.

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As part of a restructuring plan approved by the European Commission, ING has agreed to separate its banking and
insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its
insurance and investment management operations, including the Company. ING has announced that it will explore
all options for implementing the separation including initial public offerings, sales or combinations thereof.

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

Regulatory Matters
As with many financial services companies, the Company and its affiliates 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.

Insurance and Retirement Plan Products and Other Regulatory Matters. Federal and state regulators, and
self-regulatory agencies are conducting broad inquiries and investigations involving the insurance and retirement
industries. These initiatives currently focus on, among other things, compensation, revenue sharing, and other sales
incentives; potential conflicts of interest; sales and marketing practices (including sales to seniors); specific product
types (including group annuities and indexed annuities); and disclosure. The Company and certain of its U.S.
affiliates have received formal and informal requests in connection with such investigations, and have cooperated
and are cooperating fully with each request for information. Some of these matters could result in regulatory action
involving the Company. These initiatives also 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.

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; directed brokerage; compensation; sales practices, suitability, and supervision;
arrangements with service providers; pricing; compliance and controls; adequacy of disclosure; and document
retention.

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

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

Action has been or may be taken by regulators with respect to the Company or certain affiliates before investigations
relating to fund trading are completed. 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.

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Product Regulation. Our products are subject to a complex and extensive array of state and federal tax,
securities and insurance laws, and regulations, which are administered and enforced by a number of governmental
and self-regulatory authorities. Specifically, U.S. federal income tax law imposes requirements relating to
nonqualified annuity product design, administration, and investments that are conditions for beneficial tax treatment
of such products under the Internal Revenue Code. (See “Federal Tax Considerations” for further discussion of
some of these requirements.) Failure to administer certain nonqualified contract features (for example, contractual
income phase start dates in nonqualified annuities) could affect such beneficial tax treatment. In addition, state and
federal securities and insurance laws impose requirements relating to insurance and annuity product design, offering
and distribution, and administration. Failure to meet any of these complex tax, securities, or insurance requirements
could subject the Company to administrative penalties, unanticipated remediation, or other claims and costs.

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THE TRUSTS AND FUNDS

You will find detailed information about the Trusts and Funds currently available under your Contract in

Appendix B — The Investment Portfolios. A prospectus containing more 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” or “Retirement Funds.” Funds offered in a Master-Feeder

structure (such as the American Funds) or fund of funds structure (such as the Retirement Funds) may have

higher fees and expenses than a fund that invests directly in debt and equity securities. See “Trust and Fund

Expenses.” 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.

In the event that, 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 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 designate any investment option as a Restricted Fund and limit the amount you may allocate or transfer to a

Restricted Fund. We may establish any such limitation, 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. We may, with 30 days notice to you, designate any investment portfolio as

a Restricted Fund or change the limitations on existing contracts with respect to new premiums added to such

investment portfolio and also with respect to new transfers to such investment portfolio. If a change is made with

regard to designation as a Restricted Fund or applicable limitations, such change will apply only to transactions

effected after such change.

We limit your investment in the Restricted Funds on both an aggregate basis for all Restricted Funds and for each

individual Restricted Fund. The aggregate limits for investment in all Restricted Funds are expressed as a

percentage of contract value, percentage of premium and maximum dollar amount. Currently, your investment in

two or more Restricted Funds would be subject to each of the following three limitations: no more than 30 percent

of contract value, up to 100 percent of each premium and no more than $999,999,999. We may change these limits,

in our discretion, for new contracts, premiums, transfers or withdrawals.

We also limit your investment in each individual Restricted Fund. The limits for investment in each Restricted Fund

are expressed as a percentage of contract value, percentage of premium and maximum dollar amount. Currently, the

limits for investment in an individual Restricted Fund are the same as the aggregate limits set forth above. We may

change these limits, in our discretion, for new contracts, premiums, transfers or withdrawals.

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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 Fund
has increased beyond the applicable limit due to market growth, we will not require the reallocation or withdrawal of
contract value from the Restricted Fund. However, if an aggregate limit has been exceeded, withdrawals must be
taken either from the Restricted Funds or taken 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.

We will allocate pro-rata the portion of any premium payment that exceeds the limits with a Restricted Fund to your
other investment option choices not designated as Restricted Funds, or to a specially designated subaccount if there
are none (currently, the ING Liquid Assets Portfolio), unless you instruct us otherwise.

We will not permit a transfer to the Restricted Funds to the extent that it would increase the contract value in the
Restricted Fund or in all Restricted Funds to more than the applicable limits set forth above. We will not limit
transfers from Restricted Funds. If the result of multiple reallocations is to lower the percentage of total contract
value in Restricted Funds, the reallocation will be permitted even if the percentage of contract value in a Restricted
Fund is greater than its limit.

Please see “Withdrawals” and “Transfers Among Your Investments (Excessive Trading Policy)” 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 living benefit rider (but not the earnings multiplier
benefit rider), we assign the investment options to one of three categories of funds. The categories are:


1)	Covered Funds;
2)	Special Funds; and
3)	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.

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 the 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, with respect to new transfers to such investment option and with respect to the death benefits and/or optional
benefit rider to which such designation applies. Selecting a Special or Excluded Fund may limit or reduce the death
benefit and/or the minimum guaranteed accumulation benefit. For more information, please see “Death Benefit
Choices – Death Benefit During the Accumulation Phase.” Also, please see Appendix G for examples.

CHARGES AND FEES

We deduct the Contract charges described below to compensate us for our cost 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

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benefits provided. In the event there are any profits from fees and charges deducted under the Contract, including
the mortality and expense risk charge and rider and benefit charges, we may use such profits to finance the
distribution of Contracts. The expenses for a contract providing a premium credit, as this Contract does, may be
higher than for contracts not providing a premium credit. Over time, and under certain circumstances, the amount of
the premium credit may be more than offset by the additional fees and charges associated with the premium credit.

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 Portfolio 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, the
charges will be deducted 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 7-year period from
the date we receive and accept a premium payment. The surrender charge is based on a percentage of each premium
payment withdrawn. This charge is intended to cover sales expenses that we have incurred. The surrender charge
will be based on the total amount withdrawn, including the amount deducted for the surrender charge. It will be
deducted from the remaining contract value remaining after you have received the amount requested for withdrawal,
not from the amount you requested as a withdrawal. We may in the future reduce or waive the surrender charge in
certain situations and 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 withdrawn as follows:


Complete Years Elapsed	0	1	2	3	4	5	6	7+
Since Premium Payment
Surrender Charge (as a percentage	7%	7%	6%	6%	5%	4%	3%	0%
of Premium Payment)

Nursing Home Waiver. You may withdraw all or a portion of your contract value without a surrender charge
if:


(1)	more than one contract year has elapsed since the contract date;
(2)	the withdrawal is requested within three years of your admission to a licensed nursing care facility; and
(3)	you have spent at least 45 consecutive days in such nursing care facility.

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We will not waive the early withdrawal charge if you were in a nursing care facility for at least one day during the
two week period immediately preceding or following the contract date. It will also not apply to Contracts where
prohibited by state law. Please note that these withdrawals are subject to the premium credit recapture provisions.

Free Withdrawal Amount. The Free Withdrawal Amount is 10% of contract value, based on the contract
value on the date of the withdrawal less any withdrawals during that contract year. Under Option Package III, any
unused percentage of the 10% Free Withdrawal Amount from a contract year will carry forward into successive
contract years, based on the percentage remaining at the time of the last withdrawal in that contract year. In no
event will the free withdrawal amount at any time exceed 30% of contract value.

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 Internal
Revenue Code of 1986, as amended (the “Tax Code”). We consider a withdrawal to be an “excess withdrawal”

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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 and systematic withdrawals
taken will be included in determining the amount of the excess withdrawal.
Such a withdrawal will be considered a partial surrender of the Contract and we will impose a surrender charge and
any associated premium tax. 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.

For the purpose of calculating the surrender charge for an excess withdrawal: (a) we treat premiums as being
withdrawn on a first-in, first-out basis; and (b) 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. Earnings for purposes of calculating the surrender charge for excess withdrawals may not be the same
as earnings under federal tax law.

Premium Taxes. We may make a charge for state and local premium taxes depending on your state of
residence. The tax 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.

We deduct the premium tax from your contract value on the income phase payment start date. However, some
jurisdictions impose a premium tax at the time that initial and additional premiums are paid, regardless of when the
income phase 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 income phase
payment start date.

Administrative Charge. We deduct an annual administrative charge on each Contract anniversary, or if you
surrender your Contract prior to a Contract anniversary, at the time we determine the cash surrender value payable to
you. The amount deducted is $30 per Contract unless waived 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.

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. If such a charge
is assessed, we would deduct the charge from the subaccounts and the Fixed Interest Allocations from which each
such transfer is made in proportion to the amount being transferred from each such subaccount and Fixed Interest
Allocation unless you have chosen to have all charges deducted from a single subaccount. The charge will not apply
to any transfers due to the election of dollar cost averaging, automatic rebalancing and transfers we make to and
from any subaccount specially designated by the Company for such purpose.

Overnight Charge. You may elect to have a $20 overnight charge deducted from the amount of a withdrawal
you would like sent to you by overnight delivery service.

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 mortality and expense risk charge is deducted each business day.
The amount of the mortality and expense risk charge depends on the option package 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. In the event there are any profits from the

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mortality and expense risk charge, we may use such profits to finance the distribution of contracts.

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Option Package I		Option Package II		Option Package III
	Annual		Annual		Annual
	Charge		Charge		Charge
Annual	Expressed	Annual	Expressed	Annual	Expressed
Charge	as Daily	Charge	as Daily	Charge	as Daily
	Rate		Rate		Rate
1.10%	0.003030%	1.30%	0.003585%	1.45%	0.004002%

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 on each business day at
the rate of 0.0004% of average daily assets based on the assets you have in each subaccount.

Premium Credit Option Charge. The amount of the asset-based premium credit option charge, on an annual
basis, is equal to 0.50% of the assets you have in each subaccount. The charge is deducted on each business day at
the rate of .0001373% for the first 7 contract years from your assets in each subaccount. This charge will also be
deducted from amounts allocated to the Fixed Account, resulting in a 0.50% reduction in the interest which would
otherwise have been credited to your Contract during the first 7 contract years if you had not elected the premium
credit option. The cost of providing the premium credit is generally covered by the premium credit option charge,
the recapture schedule for forfeiture of the credit on surrenders, withdrawals and death, and, to some degree, by the
mortality and expense risk charge. We expect to make less profit on those contracts under which the premium credit
option rider is elected.

Earnings Multiplier Benefit Charge. 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.
The quarterly charge for the earnings multiplier benefit rider is 0.06% (0.25% annually). If there is insufficient
contract value in the subaccounts, we will deduct the charge 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
the first charge will be deducted on the first quarterly anniversary following the rider effective 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. For a description of the rider, see
“Death Benefit Choices - The Earnings Multiplier Benefit Rider.”

Optional Rider Charges. In addition to the earnings multiplier benefit rider, subject to state availability, you
may purchase one of two optional benefit riders. So long as the rider is in effect, we will deduct a separate quarterly
charge for the optional benefit 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 subaccount, we will deduct the charge from your Fixed
Interest Allocations nearest their maturity date. 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. For a
description of the rider and the defined terms used in connection with the riders, see “Living Benefit Riders.”

Minimum Guaranteed Accumulation Benefit (MGAB). The charge for the MGAB rider is as follows:


Waiting Period	As an Annual Charge	As a Quarterly Charge
10 Year	0.65% of the MGAB Charge Base	0.17% of the MGAB Charge Base

The MGAB Charge will be made during the 10-year waiting period starting on the rider date and ending on the
MGAB Date. The MGAB Charge Base is the total of premiums and credit, if applicable, added during the two-year
period commencing on the rider date if you purchased the rider on the contract date, or, your contract value on the
rider date plus premiums and credit, if applicable, added during the two-year period commencing on the rider date if
you purchased the rider after the contract date, reduced pro-rata for all withdrawals taken while the MGAB rider is
in effect, and reduced pro-rata for transfers made during the three-year period before the MGAB date. Withdrawals

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and transfers may reduce the applicable MGAB Charge Base by more than the amount withdrawn or transferred.
See “Living Benefit Riders.”

Minimum Guaranteed Withdrawal Benefit (MGWB). The annual charge for the MGWB rider is 0.45% (0.12%
quarterly) of the contract value. The charge is deducted from the contract value in the subaccounts on each quarterly
contract anniversary date, in arrears. If the rider is added after contract issue, the charges will still be assessed on
quarterly contract anniversaries, but the first charge will be assessed pro-rata based on when the rider is added
during the contract quarter. We will deduct charges during the period starting on the rider date and up to your
Contract’s Automatic Periodic Benefit Status. Automatic Periodic Benefit Status will occur if your contract value is
reduced to zero and other conditions are met. Please see “Living Benefit Riders - Minimum Guaranteed Withdrawal
Benefit Rider (MGWB) – Automatic Period Benefit Status” later in this prospectus. 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 quarterly
charge rate immediately prior to the surrender or annuitization.

Trust and Fund Expenses
As shown in the fund prospectuses and described in the “Fees Deducted by the Funds” section of this prospectus,
each fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other
expenses which may include service fees that may be 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 may 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.

You should evaluate the expenses associated with the funds available through this contract before making a decision
to invest.

The company may receive substantial revenue from each of the funds or from the funds’ affiliates, although the
amount and types of revenue vary with respect to each of the funds offered through the contract. This revenue is
one of several factors we consider when determining contract fees and charges and whether to offer a fund through
our contracts. Fund revenue is important to the company’s profitability, and it is generally more profitable
for us to offer affiliated funds than to offer unaffiliated funds.

Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC or another company affiliate,
generate the largest dollar amount of revenue for the company. Affiliated funds may also be subadvised by a
company affiliate or by an unaffiliated third party. Assets allocated to unaffiliated funds, meaning funds managed
by an unaffiliated third party, generate lesser, but still substantial dollar amounts of revenue for the company. The
company expects to make a profit from this revenue to the extent it exceeds the company’s expenses, including the
payment of sales compensation to our distributors.

Types of Revenue Received from Affiliated Funds.

The types of revenue received by the company from affiliated funds may include:

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·	A share of the management fee deducted from fund assets;
·	Service fees that are deducted from fund assets;
·	For certain share classes, compensation paid out of 12b-1 fees that are deducted from fund assets; and

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·	Other revenues that may be based either on an annual percentage of average net assets held in the fund by
	the company or a percentage of the fund’s management fees.

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These revenues may be received as cash payments or according to a variety of financial accounting techniques that
are used to allocate revenue and profits across the organization. In the case of affiliated funds subadvised by
unaffiliated third parties, any sharing of the management fee between the company and the affiliated investment
adviser is based on the amount of such fee remaining after the subadvisory fee has been paid to the unaffiliated
subadviser. Because subadvisory fees vary by subadviser, varying amounts of revenue may be retained by the
affiliated investment adviser and ultimately shared with the company. The company receives additional amounts
related to affiliated funds in the form of intercompany payments from the fund’s investment adviser or the
investment adviser’s parent. These revenues provide the company with a financial incentive to offer affiliated funds
through the contract rather than unaffiliated funds.

Types of Revenue Received from Unaffiliated Funds. Revenue received from each of the unaffiliated funds
or their affiliates is 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.

The types of revenues received by the company or its affiliates from unaffiliated funds include:

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

·	Additional payments for administrative, recordkeeping or other services that we provide to the funds or
	their affiliates, such as processing purchase and redemption requests, and mailing fund prospectuses,
	periodic reports and proxy materials. These additional payments do not increase directly or indirectly the
	fees and expenses shown in each fund prospectus. These additional payments may be used by us to finance
	distribution of the contract.

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These revenues are received as cash payments, and if the unaffiliated fund families currently offered through the
contract that made cash payments to us were individually ranked according to the total amount they paid to the
company or its affiliates in 2009, in connection with the registered annuity contracts issued by the company, that
ranking would be as follows:

· BlackRock Variable Series Funds, Inc.

If the revenues received from the affiliated funds were taken into account when ranking the funds according to the
total dollar amount they paid to the company or its affiliates in 2009, the affiliated funds would be at the top of the
list.

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

Certain funds may be structured as “fund of funds.” These funds may have higher fees and expenses than a fund
that invests directly in debt and equity securities because they also incur the fees and expenses of the underlying
funds in which they invest. These funds are affiliated funds, and the underlying funds in which they invest may be
affiliated funds as well. The fund prospectuses disclose the aggregate annual operating expenses of each portfolio
and its corresponding underlying fund or funds. The “fund of funds” available under the contract are identified in
the list of investment portfolios toward the front of this prospectus.

Please note that certain management personnel and other employees of the company or its affiliates may receive a

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portion of their total employment compensation based on the amount of net assets allocated to affiliated funds. For
more information, please see “Other Contract Provisions – Selling the Contract.”

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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 for more information. If you have any questions concerning this Contract,

contact your registered representative or call our Customer Service Center at 1-800-366-0066.

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

You are the contract owner. You are also the annuitant unless another annuitant is named in the application. 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, Option Package I will apply.

The death benefit becomes payable when you die. In the case of a sole contract owner who dies before the income

phase begins, 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 income phase begins, we will designate the surviving contract

owner as the beneficiary. This will override any previous beneficiary designation. See “Joint Owner” below.

Joint Owner

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 Option Package I.

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 Option Package II or III, and

you add a joint owner, if the older joint owner is attained age 85 or under, the death benefit from the date of change

will be the Option Package I death benefit. If the older joint owner’s attained age is 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 a joint owner is added. If you elected the MGAB rider, it will terminate if a joint owner, other than your spouse,

is added. Note that returning a Contract to single owner status will not restore any death benefit. Unless otherwise

specified, the term “age” when used for joint owners shall mean the age of the oldest owner.

Annuitant

The annuitant is the person designated by you to be the measuring life in determining income phase payments. The

annuitant’s age determines when the income phase must begin and the amount of the income phase payments to be

paid. You are the annuitant unless you choose to name another person. The annuitant may not be changed after the

Contract is in effect.

The contract owner will receive the annuity benefits of the Contract if the annuitant is living on the income phase

payment start date. If the annuitant dies before the income phase payment start date and a contingent annuitant has

been named, the contingent annuitant becomes the annuitant (unless the contract owner is not an individual, in

which case the death benefit becomes payable).

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If there is no contingent annuitant when the annuitant dies before the income phase payment start date, 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.

When the annuitant dies before the income phase start date and the contract owner is not an individual, 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. If the annuitant was the sole contract
owner and there is no beneficiary designation, the annuitant’s estate 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 advisor 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 income phase payment 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, the death benefit proceeds are paid to the
contingent beneficiary, if any. If there is no surviving beneficiary, we pay the death benefit proceeds to the contract
owner’s estate.

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.

Change of Contract Owner or Beneficiary
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, and the amount of the earnings multiplier benefit, if applicable. 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 new
owner’s death will determine when a death benefit is payable.

If you have elected Option Package I, the death benefit will continue if the new owner is age 85 or under on the date
of the ownership change. For Option Package II or III, if the new owner is age 79 or under on the date that
ownership changes, the death benefit will continue. If the new owner is age 80 to 85, or new, under Option Package
II or III, the death benefit will end, and the death benefit will become the Option Package I 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. 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, it will not be
restored by a subsequent change to a younger owner.

If you have elected the earnings multiplier benefit rider, and the new owner is under age 76, the rider will continue.
The benefit and charge will be adjusted to reflect the attained age of the new owner as the issue age. The Maximum
Base percentage in effect on the rider effective date will apply in calculating 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 elected the MGAB rider or the MGWB rider, it will
terminate upon a change of owner, other than spousal continuation on death.

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

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
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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
income phase 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 in good order. The
change will be effective as of the day we receive the request. Please date your request. The change will not affect
any payment made or action taken by us before recording the change.

Purchase and Availability of the Contract
Please note that the Contract is no longer available. There are three option packages available under the Contract.
You select an option package at the time of application. Each option package is unique. The minimum initial
payment to purchase the Contract depends on the option package that you elect. The maximum age to purchase the
Contract is 80 at the time of application.


	Option Package I	Option Package II	Option Package III
Minimum	$15,000 (non-qualified)	$5,000 (non-qualified)	$5,000 (non-qualified)
Initial Payment	$1,500 (qualified)	$1,500 (qualified)	$1,500 (qualified)

You may make additional premium payments up to the contract anniversary after your 86^thbirthday. The minimum
additional premium payment we will accept is $50 regardless of the option package you select. 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. Any initial or additional
premium payment that would cause the contract value of all annuities that you maintain with us to exceed
$1,500,000 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: (1) if you are looking for a short-term investment; (2) if you cannot risk
getting back less money than you put in; or (3) 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.

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 “Charges and Fees” in this prospectus. If you are considering an Enhanced Death Benefit
Option and your contract will be an IRA, see “Federal Tax Considerations - Tax Consequences of Living
Benefits and Death Benefits” in this prospectus.

Crediting of Premium Payments
We will process your initial premium and credit, if applicable, within 2 business days after receipt and allocate the
payment according to the instructions you specify at the accumulation unit value next determined, if the application
and all information necessary for processing the Contract are complete. Subsequent premium payments will be
processed within 1 business day if we receive all necessary information. 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

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of the reasons for the delay. We will also return the premium payment immediately unless you direct us to hold the
premium payment 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.

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. Once the
completed application is received, we will allocate the payment to the subaccounts 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.


1)	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, in which case we
	will comply.

2)	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 make an inquiry to discover 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 (including due to a fund purchase restriction) or requested in error, we will allocate the subsequent
payment(s) proportionally among the other subaccount(s) in your current allocation. For any subsequent premium
payments and credit, if applicable, the payment designated for a subaccount of Separate Account B will be credited
at the accumulation unit value next determined after receipt of your premium payment and instructions.

Once we allocate your premium payment and credit, if applicable, 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 Interest Division be allocated with the added credit, if applicable, to a subaccount specially designated by the
Company (currently, the ING Liquid Assets Portfolio) 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.

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

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Additional Credit to Premium
At the time of application, you may elect the premium credit option. If you so elect, a credit will be added to your
Contract based on all premium payments received during the first contract year (“initial premium”). The credit will
be 4% of the initial premium and will be allocated among each subaccount and fixed interest allocation you have
selected in proportion to your allocation of the applicable premium in each investment option. The premium credit
option is not available for Contracts sold through Chase Bank.

Currently, the premium credit option is available only if elected at the time of application prior to issuance of the
Contract. However, we reserve the right to make the premium credit option available to inforce contract owners.
We may increase, decrease or discontinue the credit at our discretion. We will give you at least 45 days notice of
any planned change to the premium credit option.

There is a separate charge for the credit which is an asset-based charge deducted daily from your contract value.
Please see “Fees and Charges” for a description of this charge.

The credit constitutes earnings (and not premiums paid by you) for federal tax purposes.

In any of the following circumstances, we deduct part or all of a credit from the amount we pay to you or your
beneficiary:


1)	If you return your Contract within the free look period, we will deduct the entire credit from the refund
	amount;

2)	If a death benefit becomes payable, we will deduct any credits added to your Contract after or within 12
	months of the date of death; and

3)	If you surrender your Contract or take a withdrawal, we will deduct a portion of the credit added to your
	contract value based on the percentage of first year premium withdrawn and the contract year of
	surrender or withdrawal in accordance with the following table:


Contract Year of	Percentage of Premium Credit
Surrender or	Forfeited (based on percentage of
Withdrawal	first year premium withdrawn)
Years 1-2	100%
Years 3-4	75%
Years 5-6	50%
Year 7	25%
Years 8+	0%

If we deduct a credit from any amount we pay to you, we will deduct the full dollar amount of the credit. You will
retain any gains, and you will also bear any losses, that are attributable to the credit we deduct.

There may be circumstances under which the contract owner may be worse off from having received a
premium credit. For example, this could occur if the contract owner returns the Contract during the
applicable free look period. Upon a free look, we recapture the premium credit that had been credited. If the
state law provides that contract value is returned on a free look, and if the performance of the applicable
subaccounts has been negative during that period, we will return the contract value less the premium credit.
Negative performance associated with the premium credit will reduce the contract value more than if the
premium credit had not been applied.

Income Phase Payment Start Date
The income phase payment start date is the date you start receiving income phase 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 income phase payment start date.

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The income phase begins when you start receiving regular income phase payments from your Contract on the
income phase payment start date.

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 the risk of a fraudulent transaction is increased with telephonic
or electronic instructions (for example, 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
(a) the contract value in the Fixed Interest Allocations, and (b) the contract value in each subaccount in which you
are invested.

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 plus credit, if applicable, that was 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 which case, the portion of your initial premium and added credit, if applicable, 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 Portfolio).

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


1)	We take the contract value in the subaccount at the end of the preceding business day.
2)	We multiply (1) by the subaccount’s Net Rate of Return since the preceding business day.
3)	We add (1) and (2).
4)	We add to (3) any additional premium payments plus credit, if applicable, and then add or subtract any
	transfers to or from that subaccount.
5)	We subtract from (4) any withdrawals and any related charges, and then subtract any contract fees and
	premium taxes.

Cash Surrender Value
The cash surrender value is the amount you receive when you surrender the Contract. The cash surrender value will
fluctuate daily based on the investment results of the subaccounts in which you are invested and interest credited to
Fixed Interest Allocations. See Appendix C for a description of the calculation of values 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, then we deduct any surrender
charge, any charge for premium taxes, the annual contract administrative fee, and any other charges incurred but not
yet deducted.

Surrendering to Receive the Cash Surrender Value
You may surrender the Contract at any time while the annuitant is living and before the income phase payment start
date. A surrender will be effective on the date your written request and the Contract are received at our Customer
Service Center. We will determine and pay the cash surrender value at the price next determined after receipt of all
paperwork required in order for us to process your surrender. Once paid, all benefits under the Contract will be
terminated. For administrative purposes, we will transfer your money to a specially designated subaccount
(currently the ING Liquid Assets Portfolio) prior to processing the surrender. This transfer will have no effect on

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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 advisor 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.

The Subaccounts
Each of the subaccounts of Separate Account B offered under this prospectus invests in an investment portfolio with
its own distinct investment objectives and policies. Each subaccount of Separate Account B invests in a
corresponding portfolio of a Trust or Fund.

Addition, Deletion or Substitution of Subaccounts and Other Changes
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 and compliance with regulatory requirements.

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 have 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 which is subject to those instructions, we will execute your instructions using the substitute 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.

We also 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.

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).

State Variations
Contracts issued in your state may provide different features and benefits from, and impose different costs than,
those described in this prospectus. This prospectus provides a general description of the Contract. Your actual
Contract, any endorsements and riders are the controlling documents.

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. 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. Also, broker/dealers selling the Contract may limit its availability or the availability of an
optional feature (for example, by imposing restrictions on eligibility), or decline to make an optional feature
available. Please talk to your registered representative for further details.

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LIVING BENEFIT RIDERS

Subject to state availability, you may elect one of the two optional benefit riders discussed below. You may add

only one of these two riders to your Contract. Each rider has a separate 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.

The optional riders may not be available for all investors. You should analyze each rider thoroughly and

understand it completely before you select it. 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.

The optional riders may not be approved in all states. Check with our Customer Service Center for

availability in your state. The telephone number is (800) 366-0066.

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 the 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 optional riders are “living benefits,” which means the guaranteed benefit offered by the

rider is intended to be available to you while you are living and while your Contract is in the accumulation phase.

The optional riders automatically terminate 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 at death
	of annuitant if contract owner is not a natural person), unless your spouse beneficiary elects to continue
	the Contract.

The optional riders will also terminate if there is a change in contract ownership (other than a spousal beneficiary
continuation on your death), including addition of a joint owner. Other circumstances which may cause a particular
optional rider to terminate automatically are discussed below.

Minimum Guaranteed Accumulation Benefit Rider (MGAB). The MGAB rider is an optional benefit which
provides you with an MGAB intended to guarantee a minimum contract value at the end of a specified waiting
period. The waiting period is 10 years, beginning on the rider date, and the MGAB Charge is deducted only during
the 10-year waiting period. Only premiums added to your Contract during the first two-year period after your rider
date are included in the MGAB Base. Any additional premium payments added after the second rider anniversary
are not included in the MGAB Base. Thus, the MGAB rider may not be appropriate for you if you plan to add
substantial premium payments after your second rider anniversary.

The MGAB is a one-time adjustment to your contract value if your contract value on the MGAB Date is less than
the MGAB Base. The MGAB Date is the next business day after the applicable waiting period. We calculate your
Minimum Guaranteed Accumulation Benefit on this date. The MGAB rider may offer you protection if your
Contract loses value during the MGAB waiting period. For a discussion of the charges we deduct under the MGAB
rider, see “Charges and Fees - Optional Rider Charges.”

The MGAB rider has a waiting period of ten years and, other than for allocations to Excluded Funds and certain
transfers, guarantees that your contract value at the end of ten years will at least equal your initial premium payment,

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plus credit, if applicable, reduced pro-rata for withdrawals. Transfers made within 3 years prior to the MGAB Date
will also reduce the MGAB Base pro-rata.

Calculating the MGAB. We calculate your MGAB as follows:


1)	We first determine your MGAB Base. The MGAB Base is only a calculation used to determine the
	MGAB. It 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 annuity income, cash
	surrender value and death benefits.

	The MGAB Base is tracked separately for Covered, Special and Excluded Funds, and, if you purchase
	the MGAB optional rider as of the contract date, equals the initial allocation of premium subsequently
	allocated eligible premiums, withdrawals and transfers. Contract value is used as the initial value if the
	rider is added after the contract date. The aggregate MGAB Base is used to determine the MGAB on
	the MGAB Date. The aggregate MGAB Base equals the sum of:

	a)	the MGAB Base allocated to Covered Funds;

	b)	the MGAB Base allocated to Special Funds; and

	c)	the lesser of the contract value allocated to Excluded Funds or MGAB Base allocated to Excluded
		Funds.

	There is no accumulation of MGAB Base.

	If you purchased the MGAB optional benefit rider after the contract date, your MGAB Base equals
	your allocated contract value, plus premiums and credits, thereon, if applicable, added during the two-
	year period after your rider date, and adjusted for withdrawals and transfers.

	We use the MGAB Charge Base to determine the periodic MGAB rider charges. The MGAB Charge
	Base equals the eligible premiums and credits, thereon, if applicable, adjusted for subsequent
	withdrawals and transfers, as allocated by fund category. The MGAB Charge Base is tracked
	separately for Covered, Special and Excluded Funds, and separate rates may apply to each. Currently,
	the same deduction method and rate apply to all Fund categories.

	Withdrawals reduce the MGAB Base and MGAB Charge Base on a pro-rata basis. This means that the
	MGAB Base and MGAB Charge Base are reduced for withdrawals by the same proportion that the
	withdrawal reduces the contract value. The percentage reduction in the MGAB Base and MGAB
	Charge Base 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.

	Net Transfers from Covered Funds or Special Funds to Excluded Funds reduce the MGAB Base and
	MGAB Charge Base allocated to Covered Funds or Special Funds on a pro-rata basis. Any resulting
	increase in MGAB Base and MGAB Charge Base allocated to Excluded Funds will equal the reduction
	in the MGAB Base and MGAB Charge Base allocated to Covered Funds or Special Funds. There will
	be no such increase if the transfer occurs within 3 years of the MGAB Date.

	Net Transfers from Excluded Funds to other funds reduce the MGAB Base and MGAB Charge Base
	allocated to Excluded Funds on a pro-rata basis. The resulting increase in MGAB Base and MGAB
	Charge Base allocated to other funds will equal the lesser of the contract value transferred and the
	change in the MGAB Base and MGAB Charge Base allocated to Excluded Funds. There will be no
	such increase if the transfer occurs within 3 years of the MGAB Date.

	Any transfer within 3 years of the MGAB Date (regardless of the funds involved) reduces the MGAB
	Base and MGAB Charge Base for Covered, Special or Excluded Funds, as applicable, on a pro-rata
	basis, based on the percentage of contract value transferred, without any corresponding increase.

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	No investment options are currently designated as Special Funds or Excluded Funds.

2)	We then subtract your contract value on the MGAB Date from your aggregate MGAB Base.
	The contract value that we subtract includes both the contract value in the subaccounts in which you
	are invested and the contract value in your Fixed Interest Allocations, if any.

3)	Any positive difference is your MGAB. If there is a MGAB, we will automatically credit it on the
	MGAB Date to the subaccounts in which you are invested pro-rata based on the proportion of your
	contract value in the subaccounts on that date. If you do not have an investment in any subaccount on
	the MGAB Date, we will allocate the MGAB to the ING Liquid Assets Portfolio on your behalf. After
	we credit the MGAB, the amount of your annuity income, cash surrender value and death benefits will
	reflect the crediting of the MGAB to your contract value to the extent the contract value is used to
	determine such value.

Purchase. To purchase the MGAB rider, you must be age 80 or younger on the rider date. The waiting period
must end at or before your income phase start date. The MGAB rider may be purchased (i) on the contract date, and
(ii) within 30 days following 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 of this prospectus, or the date of state approval,
whichever is later.

The MGAB Charge Base. The MGAB Charge Base is the total of premiums and credit, if applicable, added
during the two-year period commencing on the rider date if you purchased the rider on the contract date, or your
contract value on the rider date plus premiums and credit, if applicable, added during the two-year period
commencing on the rider date if you purchased the rider after the contract date, reduced pro-rata for all withdrawals
taken while the MGAB rider is in effect, and reduced pro-rata for transfers made during the three-year period before
the MGAB Date. Withdrawals and transfers may reduce the applicable MGAB Charge Base by more than the
amount withdrawn or transferred.

The MGAB Date. If you purchased the MGAB rider on the contract date or added the MGAB rider within 30
days following the contract date, the MGAB Date is your 10th contract anniversary. If you added the MGAB rider
during the 30-day period preceding your first contract anniversary after the date of this prospectus, your MGAB
Date will be the first contract anniversary occurring after 10 years after the rider date. The MGAB rider is not
available if the MGAB Date would fall beyond the latest income phase start date.

Notification. We will report any crediting of the MGAB in your first quarterly statement following the MGAB
Date.

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, excluding credits, are included in the MGWB Withdrawal Account. Credits, if
applicable and 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:


1)	if you purchased the MGWB rider on the contract date: your premium payments received; excluding
	premium credits, during the first two contract years;

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2)	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, excluding
	premium credits, 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 Periodic 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 is equal to 7% of the Eligible Payment Amount. Withdrawals from
Covered Funds of up to the Maximum Annual Withdrawal will reduce the value of your MGWB Withdrawal
Account by the dollar amount of the withdrawal. Any withdrawals from Covered Funds greater than the Maximum
Annual Withdrawal 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 Maximum Annual Withdrawal. 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 Maximum Annual Withdrawal 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 Maximum Annual Withdrawal at the time of the withdrawal. Please see Appendix H, MGWB
Excess Withdrawal Amount Examples.

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 Maximum Annual Withdrawal will reduce the Eligible Payment Amount and payments

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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:


1)	your contract value is greater than zero;
2)	your MGWB Withdrawal Account is greater than zero;
3)	you have not reached your latest allowable income phase start date;
4)	you have not elected to annuitize your Contract; and
5)	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:


1)	your MGWB Withdrawal Account is greater than zero;
2)	you have not reached your latest allowable income phase start date;
3)	you have not elected to annuitize your Contract; and
4)	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 income phase
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 Maximum Annual Withdrawal. 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.

On the Contract’s latest income phase 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
income phase 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.

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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 Maximum Annual Withdrawal 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:


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

2)	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 Maximum Annual Withdrawal 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.

For a discussion of the charges we deduct under the MGWB rider, see “Charges and Fees — Optional Rider
Charges.” Each payment you receive under the MGWB rider will be taxed as a withdrawal and may be
subject to a penalty tax. See “Withdrawals” and “Federal Tax Considerations” for more information.

WITHDRAWALS

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

contracts, you may withdraw all or part of your money. Keep in mind that if you request a withdrawal for more than

90% of the cash surrender value, and the remaining cash surrender value after the withdrawal is less than $2,500, we

will treat it as a request to surrender the Contract. If any single withdrawal or the sum of withdrawals exceeds the

Free Withdrawal Amount, you may incur a surrender charge. There is no surrender charge if, during each contract

year, the amount withdrawn is 10% or less of your contract value on the date of the withdrawal, less prior

withdrawals during that contract year. Under Option Package III, any unused percentage of the 10% Free

Withdrawal Amount from a contract year will carry forward into successive contract years, based on the percentage

remaining at the time of the last withdrawal in that contract year. In no event will the Free Withdrawal Amount at

any time exceed 30% of contract value. Please see Appendix E, Surrender Charge for Excess Withdrawal Example.

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

amounts are to be withdrawn, otherwise the withdrawal will be made on a pro-rata basis from all of the subaccounts

in which you are invested. If there is not enough contract value in the subaccounts, we will deduct the balance of

the withdrawal from your Fixed Interest Allocations starting with the guaranteed interest periods nearest their

maturity dates until we have honored your request. We will determine the contract value as of the close of business

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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.

If you have elected the MGWB 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 paid under the MGWB rider
are not subject to surrender charges.

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.

If any limitation on allocations to the Restricted Funds has been exceeded, 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. So in this event, you would either need
to take your withdrawal from the Restricted Funds or pro-rata from all variable subaccounts.

Please be aware that the benefit we pay under certain optional benefit riders will be reduced by any withdrawals you
take while the optional benefit rider is in effect. Withdrawals may be subject to taxation and tax penalties.

We offer the following three withdrawal options:

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

Systematic Withdrawals
You may choose to receive automatic systematic withdrawal payments (1) from the contract value in the
subaccounts in which you are invested, or (2) from the interest earned in your Fixed Interest Allocations.
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 the date on which you would like your systematic withdrawals to start. This date must be at least 30
days after the Contract Date and no later than the 28^thday of the month. Subject to these rules, if you have not
indicated the date, your systematic withdrawals will occur on the next business day after your Contract Date (or the
monthly, quarterly anniversary thereof) for your desired frequency.

Each systematic withdrawal amount must be a minimum of $100. The amount of your systematic withdrawal can
either be (1) a fixed dollar amount, or (2) an amount based on a percentage of the contract value. Both forms of
systematic withdrawals are subject to the following maximum, which is calculated on each withdrawal date:


	Maximum Percentage
Frequency	of Contract Value
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 contract value 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 (see below),
which you may add to your regular systematic withdrawal program.

If your systematic withdrawal is based on a percentage of contract value and the amount to be withdrawn based on
that percentage would be less than $100, we will contact you and seek alternative instructions.
Unless you provide alternative
instructions, if the systematic withdrawal would exceed the maximum percentage, we will send the amount, and
then automatically cancel your systematic withdrawal option.

Systematic withdrawals from Fixed Interest Allocations are limited to interest earnings during the prior month,
quarter, or year, depending on the frequency you chose. Systematic withdrawals are not subject to a Market Value
Adjustment, unless you have added the Fixed Dollar Systematic Withdrawal Feature discussed below and the
payments exceed interest earnings. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar
Systematic Withdrawal Feature are available only in connection with Section 72(q) or 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.

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. You may not elect the systematic withdrawal option if you are taking IRA
withdrawals.

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.

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 surrender
charges. Systematic withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal
Feature are available only in connection with Section 72(q) or 72(t) of the Tax Code. You choose the amount of the
fixed systematic withdrawals, which may total up to an annual maximum of 10% of your contract value as
determined on the day we receive your election of this feature. The maximum limit will not be recalculated when
you make additional premium payments, unless you instruct us to do so. 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 directly to your contract value (rather than to the systematic
withdrawal) so that the amount of each systematic withdrawal remains fixed.

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 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

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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 choose the frequency of your IRA withdrawals (monthly, quarterly or annually) and the start date. This date
must be at least 30 days after the Contract Date and no later than the 28^thday of the month. Subject to these rules, if
you have not indicated the date, your IRA withdrawal will occur on the next business day after your Contract Date
for your desired frequency.

You may request that we calculate for you the amount that is required to be withdrawn 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 to make, 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.

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 (EXCESSIVE TRADING POLICY)

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

Allocations at the end of the free look period until the income phase payment start date. We currently do not charge

you for transfers made during a contract year, but reserve the right to charge $25 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 Special or Excluded Funds and other investment portfolios may negatively impact your

death benefit.

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. No investment options are currently

designated as Restricted Funds.

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, may also affect your optional

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rider base. See “Living Benefit Riders.”

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

The minimum amount that you may transfer is $100 or, if less, your entire contract value held in a subaccount or a
Fixed Interest Allocation. To make a transfer, you must notify our Customer Service Center and all other
administrative requirements must be met. Any transfer request received after 4:00 p.m. Eastern Time or the close of
regular trading on the New York Stock Exchange will be effected 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. Please be advised that the risk of a fraudulent transaction is increased with telephonic or electronic
instructions, even if appropriate identifying information is provided.

Limits on Frequent or Disruptive Transfers

The contract is not designed to serve as a vehicle for frequent transfers. Frequent transfer activity can disrupt
management of a fund and raise its expenses through:


·	Increased trading and transaction costs;
·	Forced and unplanned portfolio turnover;
·	Lost opportunity costs; and
·	Large asset swings that decrease the fund’s ability to provide maximum investment return to all contract
	owners.

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

Excessive Trading Policy. We and the other members of the ING family of companies that provide multi-fund
variable insurance and retirement products, have adopted a common Excessive Trading Policy to respond to the
demands of the various fund families that make their funds available through our products to restrict excessive fund
trading activity and to ensure compliance with Rule 22c-2 of the 1940 Act.

We actively monitor fund transfer and reallocation activity within our variable insurance products to identify
violations of our Excessive Trading Policy. Our Excessive Trading Policy is violated if fund transfer and
reallocation activity:


·	Meets or exceeds our current definition of Excessive Trading, as defined below; or
·	Is determined, in our sole discretion, to be disruptive or not in the best interests of other owners of our
	variable insurance and retirement products.

We currently define Excessive Trading as:


·	More than one purchase and sale of the same fund (including money market funds) within a 60 calendar
	day period (hereinafter, a purchase and sale of the same fund is referred to as a “round-trip”). This means
	two or more round-trips involving the same fund within a 60 calendar day period would meet our definition
	of Excessive Trading; or
·	Six round-trips involving the same fund within a twelve month period.

The following transactions are excluded when determining whether trading activity is excessive:


·	Purchases or sales of shares related to non-fund transfers (for example, new purchase payments,
	withdrawals and loans);

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·	Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or scheduled asset
	allocation programs;
·	Purchases and sales of fund shares in the amount of $5,000 or less;
·	Purchases and sales of funds that affirmatively permit short-term trading in their fund shares, and
	movement between such funds and a money market fund; and
·	Transactions initiated by us, another member of the ING family of insurance companies or a fund.

If we determine that an individual or entity has made a purchase of a fund within 60 days of a prior round-trip
involving the same fund, we will send them a letter (once per year) warning that another sale of that same fund
within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and result in a six
month suspension of their ability to initiate fund transfers or reallocations through the Internet, facsimile, Voice
Response Unit (VRU), telephone calls to the ING Customer Service Center, or other electronic trading medium that
we may make available from time to time (“Electronic Trading Privileges”). Likewise, if we determine that an
individual or entity has made five round-trips involving the same fund within a rolling twelve month period, we will
send them a letter warning that another purchase and sale of that same fund within twelve months of the initial
purchase in the first round-trip in the prior twelve month period will be deemed to be Excessive Trading and result
in a suspension of their Electronic Trading Privileges. According to the needs of the various business units, a copy
of the warning letters may also be sent, as applicable, to the person(s) or entity authorized to initiate fund transfers
or reallocations, the agent/registered representative or investment adviser for that individual or entity. A copy of the
warning letters and details of the individual’s or entity’s trading activity may also be sent to the fund whose shares
were involved in the trading activity.

If we determine that an individual or entity has violated our Excessive Trading Policy, we will send them a letter
stating that their Electronic Trading Privileges have been suspended for a period of six months. Consequently, all
fund transfers or reallocations, not just those which involve the fund whose shares were involved in the activity that
violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via
regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product
through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry
only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and
reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent,
as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered
representative or investment adviser for that individual or entity and the fund whose shares were involved in the
activity that violated our Excessive Trading Policy.

Following the six month suspension period during which no additional violations of our Excessive Trading Policy
are identified, Electronic Trading Privileges may again be restored. We will continue to monitor the fund transfer
and reallocation activity, and any future violations of our Excessive Trading Policy will result in an indefinite
suspension of Electronic Trading Privileges. A violation of our Excessive Trading Policy during the six month
suspension period will also result in an indefinite suspension of Electronic Trading Privileges.

We reserve the right to suspend Electronic Trading Privileges with respect to any individual or entity, with or
without prior notice, if we determine, in our sole discretion, that the individual’s or entity’s trading activity is
disruptive or not in the best interests of other owners of our variable insurance products, regardless of whether the
individual’s or entity’s trading activity falls within the definition of Excessive Trading set forth above.

Our failure to send or an individual’s or entity’s failure to receive any warning letter or other notice contemplated
under our Excessive Trading Policy will not prevent us from suspending that individual’s or entity’s Electronic
Trading Privileges or taking any other action provided for in our Excessive Trading Policy.

We do 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 policy, it will be applied uniformly to all contract owners or, as
applicable, to all contract owners investing in the underlying fund.

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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.

Limits Imposed by the Funds. Each underlying fund available through the variable insurance and retirement
products offered by us and/or the other members of the ING family of insurance companies, either by prospectus or
stated contract, has adopted or may adopt its own excessive/frequent trading policy, and orders for the purchase of
fund shares are subject to acceptance or rejection by the underlying fund. We reserve the right, without prior notice,
to implement fund purchase restrictions and/or limitations on an individual or entity that the fund has identified as
violating its excessive/frequent trading policy and to reject any allocation or transfer request to a subaccount if the
corresponding fund will not accept the allocation or transfer for any reason. All such restrictions and/or limitations
(which may include, but are not limited to, suspension of Electronic Trading Privileges and/or blocking of future
purchases of a fund or all funds within a fund family) will be done in accordance with the directions we receive from
the fund.

Agreements to Share Information with Fund Companies. As required by Rule 22c-2 under the 1940 Act, we
have entered into information sharing agreements with each of the fund companies whose funds are offered through
the contract. Contract owner trading information is shared under these agreements as necessary for the fund
companies to monitor fund trading and our implementation of our Excessive Trading Policy. Under these
agreements, the company is required to share information regarding contract owner transactions, including but not
limited to information regarding fund transfers initiated by you. In addition to information about contract owner
transactions, this information may include personal contract owner information, including names and social security
numbers or other tax identification numbers.

As a result of this information sharing, a fund company may direct us to restrict a contract owner’s transactions if
the fund determines that the contract owner has violated the fund’s excessive/frequent trading policy. This could
include the fund directing us to reject any allocations of premium or contract value to the fund or all funds within the
fund family.

Dollar Cost Averaging
You may elect to participate in our dollar cost averaging (DCA) program through either the ING Liquid Assets
Portfolio, subject to availability, starting 30 days after the Contract Date. These investment options serve as the
source accounts from which we will, on a monthly basis, automatically transfer a set dollar amount of money to the
subaccounts you specify. There is no additional charge for dollar cost averaging. Dollar cost averaging is not
available with automatic rebalancing and may be subject to limited availability with systematic withdrawals.

We also may offer DCA Fixed Interest Allocations for durations of 6 months and 1 year, subject to availability,
exclusively for use with the dollar cost averaging program.

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.

Dollar cost averaging requires a minimum monthly transfer amount of $100. We will transfer all your money
allocated to that source account into the subaccount(s) you specify in equal payments over the relevant duration.
The last payment will include earnings accrued over the duration. 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 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 Assets Portfolio. Such

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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 the subaccounts to which the dollar amount of the source account is to be transferred, we will
transfer the money to the subaccounts in which you are invested on a proportional basis, subject to any fund
purchase restrictions. 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 to 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.

You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this
section and in “The Trusts and 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.


·	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).

·	Additional premium paid: Up to the individual Restricted Fund percentage limit may be allocated to a
	Restricted Fund. If more than the individual limit has been requested to 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 Restricted Funds.

·	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.

We may in the future offer additional subaccounts or withdraw any subaccount or Fixed Interest Allocation to or
from the dollar cost averaging program, stop offering DCA Fixed Interest Allocations 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. Transfers made pursuant to a dollar cost averaging program do not count toward the 12-transfer limit on
free transfers.

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. You are permitted to reallocate between
Restricted and non-Restricted Funds, subject to the limitations described above in this section and in “The
Investment Portfolios.” 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. Automatic rebalancing is subject to any fund purchase restrictions; 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.

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

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Interest Division. The program may be used in conjunction with the systematic withdrawal option only if
withdrawals are taken pro-rata. Automatic rebalancing is not available if you participate in dollar cost averaging.
Automatic rebalancing will not take place during the free look period.

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 can provide satisfactory notice
by sending a letter or by using a form that we prescribe. 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 effected on a pro-rata basis will not cause the automatic rebalancing program to terminate.

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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 (under Option Package I only) 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. The death benefit paid depends on the

option package you have chosen. 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 elects to delay receipt of the death benefit until a date after the time of death, the

amount of the benefit payable in the future may be affected. The proceeds may be received in a single sum, applied

to any of the income phase payment options, or, if available, paid over the beneficiary’s life expectancy. (See

“Systematic Withdrawals” above). A beneficiary’s right to elect an income phase payment option or receive a

lump-sum payment may have been restricted by a 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 income phase payment 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 “Federal Tax Considerations’.”

Interest earned on this account may be less than interest paid on other settlement options.

You may select one of the option packages described below which will determine the death benefit payable. Option

Package I is available only if the contract owner and the annuitant are not more than 85 years old at the time of

purchase. Option Packages II and III are available only if the contract owner and annuitant are not more than 80

years old at the time of purchase. Option Packages II and III are not available where the Contract is held by joint

owners. A change in ownership of the Contract may affect the amount of the death benefit payable.

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

The death benefit depends upon the option package in effect on the date the contract owner dies.

The differences are summarized as follows:

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	Option Package I		Option Package II		Option Package III
Death Benefit	The greater of:		The greatest of:		The greatest of:
on Death	1)	the Standard death	1)	the Standard death	1)	the Standard death
of the Owner:		benefit*; or		benefit*;		benefit*;
	2)	the contract value*; or	2)	the contract value*; or	2)	the contract value*;
			3)	the Annual Ratchet	3)	the Annual Ratchet
				death benefit*.		death benefit*; or
					4)	the 5% Roll-Up death
						benefit*

* less credits added since or within 12 months prior to death

We may, with 30 days notice to you, designate any investment portfolio as a Special or Excluded Fund on existing
contracts with respect to new premiums added to such investment portfolio, with respect to new transfers to such
investment portfolio and with respect to the death benefits to which such designation applies. Selecting a Special or
Excluded Fund may limit or reduce the death benefit.

For the period during which a portion of the contract value is allocated to a Special 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.

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


1)	the contract value minus any credits added since or within 12 months prior to death; and
2)	the cash surrender value.

The Standard Death Benefit equals the greater of the Base Death Benefit and the sum of 1) and 2), less 3):


1)	the contract value allocated to Excluded Funds; and
2)	the Standard Minimum Guaranteed Death Benefit for amounts allocated to Covered or Special Funds;
3)	any credit added since or within 12 months prior to death.

The Standard Minimum Guaranteed Death Benefit equals:


1)	premium payments plus credits, if applicable, allocated to Covered, Special and Excluded Funds,
	respectively;

2)	reduced by a pro-rata adjustment for any withdrawal or transfer taken from Covered, Special and Excluded
	Funds, respectively.

There are no Special Funds for the Standard Death Benefit. Covered Funds are all investment options not
designated as Special Funds or Excluded Funds. No investment options are currently designated as Excluded Funds
for purposes of the Standard Death Benefit.

In the event of transfers from Excluded to Covered or Special Funds, the increase in the Minimum Guaranteed
Death Benefit for Covered Funds and/or Special Funds will equal the lesser of the reduction in the Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. In the event of transfers from

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Covered or Special Funds to Excluded Funds, the increase in the Minimum Guaranteed Death Benefit for Excluded
Funds will equal the reduction in the Minimum Guaranteed Death Benefit for Covered or Special Funds.

The 5% Roll-Up Death Benefit, equals the greater of:


1)	the Standard Death Benefit; and

2)	the sum of the contract value allocated to Excluded Funds and the 5% Roll-Up Minimum Guaranteed
	Death Benefit for Covered Funds and Special Funds less any credit added since or within 12 months prior
	to death.

The 5% Roll-Up Minimum Guaranteed Death Benefit for Covered Funds, Special Funds and Excluded Funds equals
the lesser of:


1)	premiums, plus credits, if applicable, adjusted for withdrawals and transfers, accumulated at an annual rate
	of 5% for Covered Funds or Excluded Funds and 0% for Special Funds until the earlier of attainment of age
	90 or reaching the cap (equal to 3 times all premium payments and credits, if applicable, as reduced by
	adjustments for withdrawals) and thereafter at 0%, and

2)	the cap.

A pro-rata adjustment to the 5% Roll-Up Minimum Guaranteed Death Benefit is made for any withdrawals. The
amount of the pro-rata adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract
value of the withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the 5% Roll-Up
Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately prior to
the withdrawal. Please see Appendix F for examples of the pro-rata withdrawal adjustment for withdrawals.

A pro-rata adjustment to the cap is made for any withdrawals. The amount of the pro-rata adjustment for
withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the withdrawal; (b) is the
contract value immediately prior to the withdrawal; and (c) is the cap immediately prior to the withdrawal.

Transfers from Excluded to Covered or Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the 5% Roll-Up Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred. Transfers from Covered or
Special Funds to Excluded Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or
Special Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Excluded Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered or
Special Funds, respectively.

Transfers from Special to Covered Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Special Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Special Funds.

Transfers from Covered to Special Funds will reduce the 5% Roll-Up Minimum Guaranteed Death Benefit for
Covered Funds on a pro-rata basis. The resulting increase in the 5% Roll-Up Minimum Guaranteed Death Benefit
for Special Funds will equal the reduction in the 5% Roll-Up Minimum Guaranteed Death Benefit for Covered
Funds.

The calculation of the cap is not affected by allocations to Covered, Special or Excluded Funds.

For purposes of calculating the 5% Rollup Death Benefit, the following investment options are designated as Special
Funds: the ING Liquid Assets Portfolio and the Fixed Interest Allocation.

The ProFunds VP Rising Rates Opportunity Portfolio is also a Special Fund, but closed to new allocations effective
April 30, 2007.

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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 death benefit for Excluded Funds is the contract value
allocated to Excluded Funds and for the Standard, Annual Ratchet and 5% Rollup death benefits is tracked for
transfer purposes only.

The Annual Ratchet Enhanced Death Benefit equals the greater of:


1)	the Standard Death Benefit; and

2)	the sum of the contract value allocated to Excluded Funds and the Annual Ratchet Minimum Guaranteed
	Death Benefit for amounts allocated to Covered or Special Funds, less any credit added since or within 12
	months prior to death.

The Annual Ratchet Minimum Guaranteed Death Benefit equals:


1)	the initial premium plus the initial credit, if applicable, allocated at issue to Covered, Special or Excluded
	Funds, respectively;

2)	increased dollar for dollar by any premium, plus credits, allocated after issue to Covered, Special or
	Excluded Funds, respectively;

3)	adjusted on each anniversary that occurs on or prior to attainment of age 90 to the greater of the Annual
	Ratchet Minimum Guaranteed Death Benefit for Covered, Special or Excluded Funds from the prior
	anniversary (adjusted for new premiums, credits, if applicable, partial withdrawals and transfers between
	Covered, Special and Excluded Funds) and the current contract value. A pro-rata adjustment to the Annual
	Ratchet Minimum Guaranteed Death Benefit is made for any withdrawals. The amount of the pro-rata
	adjustment for withdrawals will equal (a) divided by (b) times (c): where (a) is the contract value of the
	withdrawal; (b) is the contract value immediately prior to the withdrawal; and (c) is the Annual Ratchet
	Minimum Guaranteed Death Benefit for Covered, Special and Excluded Funds, respectively, immediately
	prior to the withdrawal. Please see Appendix F for examples of the pro-rata withdrawal adjustment for
	withdrawals.

Transfers from Excluded to Covered or Special Funds will reduce the Annual Ratchet Minimum Guaranteed Death
Benefit for Excluded Funds on a pro-rata basis. The resulting increase in the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds will equal the lesser of the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Excluded Funds and the contract value transferred.

Transfers from Covered or Special Funds to Excluded Funds will reduce the Annual Ratchet Minimum Guaranteed
Death Benefit for Covered or Special Funds on a pro-rata basis. The resulting increase in the Annual Ratchet
Minimum Guaranteed Death Benefit for Excluded Funds will equal the reduction in the Annual Ratchet Minimum
Guaranteed Death Benefit for Covered or Special Funds, respectively.

Covered Funds are all investment options not designated as Special Funds or Excluded Funds. Currently, no
investment options are designated as Special Funds or Excluded Funds for purposes of calculating the Annual
Ratchet Death Benefit.

Note: The enhanced death benefits may not be available in all states.

Transfers Between Option Packages. You may transfer from one option package to another on each contract
anniversary. A written request for such transfer must be received at our Customer Service Center within 60 days
prior to the contract anniversary. No transfers between option packages are permitted: (1) after you attain age 80;
or (2) if the Contract is owned by joint owners.

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The following minimum contract values must be met:


	Transfers to Option Package I		Transfers to Option Packages
			II or III
Minimum	Non-		Non-
Contract	Qualified:	Qualified:	Qualified:	Qualified:
Value	$15,000	$1,500	$5,000	$1,500

If you transfer between option packages, the then current roll-up cap does not reset. A change of owner may cause
an option package transfer on other than a contract anniversary.

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 available under the
option packages. The rider is subject to state availability and is available only for issues 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 a state. The date on which the rider is added is referred to as the “rider effective date.”

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 300% of premiums adjusted for withdrawals (“Maximum Base”). Currently, if added at issue, the
earnings multiplier benefit is equal to 40% (25% for issue ages 70 and above) of the lesser of: (1) the Maximum
Base; and (2) the contract value on the claim date minus premiums adjusted for withdrawals. If added after issue,
the earnings multiplier benefit is equal to 40% (25% for issue ages 70 and above) of the lesser of: (1) 300% of the
contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and (2)
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.

There is an extra charge for this feature and once selected, it may not be revoked. The earnings multiplier benefit
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 - Earnings Multiplier
Benefit Charge” for a description of the earnings multiplier benefit rider charge.

The rider is available for both non-qualified and qualified contracts. Please see the discussions of possible tax
consequences in “Federal Tax Considerations,” in this prospectus.

Death Benefit During the Income Phase
If any contract owner or the annuitant dies during the income phase, we will pay the beneficiary any certain benefit
remaining under the income phase payment option 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 also 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, the addition will be allocated to the ING Liquid Assets Portfolio, or its
successor. Such addition to contract value will not affect the guaranteed death benefit. If the guaranteed death
benefit is less than or equal to the contract value, the contract value will not change.

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 death occurs during the first contract year, the credit will not be forfeited upon spousal
continuation, and the premium credit option charge will continue for the remainder of the seven year period. The

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credit will be subject to recapture upon surrender of the Contract or partial withdrawal, in accordance with the
premium credit forfeiture schedule. Subsequent premium payments made by the continuing spouse during the first
contract year will be subject to the premium credit option charge and the premium credit forfeiture schedule. See
“The Annuity Contract - Additional Credit to Premium.”

If death occurs after the first contract year, the credit will not be forfeited upon spousal continuation, and the
premium credit option charge will continue for the remainder of the seven-year period. The credit will not be
subject to forfeiture upon surrender of the Contract or partial withdrawals.

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. Any premiums paid later will be subject to any applicable surrender
charge.

Any addition to contract value, as described above, 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.

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, the benefit will be
added to the contract value and allocated among 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 benefit will be
allocated to the ING Liquid Assets Portfolio, or its successor. The crediting of the earnings multiplier benefit will
not be included in the minimum guaranteed death benefit calculation.

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: (1) based on the attained age of the spouse at the time of the ownership change using current values
as of that date; (2) computed as if the rider was added to the Contract after issue and after the increase; and (3) based
on the Maximum Base and percentages in effect on the rider effective date. However, we may in the future permit
the surviving spouse to elect to use the then current Maximum Base and percentages in the benefit calculation.

Continuation after Death — Non-Spouse
If the beneficiary or surviving joint owner is not the spouse of the owner, the Contract may continue in force subject
to the required distribution rules of the Tax Code. See next section, “Required Distributions upon Contract Owner’s
Death.”

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. 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, the addition will be allocated to the ING Liquid Assets Portfolio, or its
successor. Such addition to contract value will not affect the guaranteed death benefit. If the guaranteed death
benefit is less than or equal to the contract value, the contract value will not change.

If death occurs within 12 months of a credit being applied, the credit will be forfeited and not included in the
calculation of the contract value, Standard Death Benefit or Annual Ratchet Enhanced Death Benefit. The premium
credit option charge will continue for the remainder of the seven-year period.

The death benefit terminates upon continuation. At subsequent surrender, any surrender charge applicable to
premium payments 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.

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, the benefit will be
added to the contract value and allocated among 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 benefit will be
allocated to the ING Liquid Assets Portfolio, or its successor. The earnings multiplier benefit rider then terminates,
whether or not a benefit was payable under the terms of the rider.

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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 does not satisfy the
requirements of Section 72(s) of the Tax Code.

If any owner of a non-qualified contract dies before the income phase payment start date, the death benefit payable
to the beneficiary, calculated as described under “Death Benefit Choices” in this prospectus, will be distributed 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 sole 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: (1) all rights of the spouse as
contract owner’s beneficiary under the Contract in effect prior to such election will cease; (2) 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 (3) all rights and privileges granted by the Contract or allowed by
ING USA will belong to the spouse as contract owner of the Contract. This election will be deemed to have been
made by the spouse 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 a nonspouse, 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.

If we do not receive an election from a non-spouse owner’s beneficiary 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. We will
make payment of the proceeds on or before the end of the 5-year period starting on the owner’s date of death. Such
cash payment will be in full settlement of all our liability under the Contract.

The death benefits under any of the Options will 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.
Premiums are not permitted after such date.

If a contract owner dies after the income phase payment start date, we will continue to distribute any benefit payable
at least as rapidly as under the annuity option then in effect. 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 the owner.

Effect of MGWB on Death Benefit
If you die before Automatic Periodic Benefit Status under the MGWB 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. Please see “Minimum Guaranteed Withdrawal Benefit
Rider-Death of Owner” for a description of the impact of the owner’s death on the MGWB Rider.

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If you die during Automatic Periodic Benefit Status, the death benefit payable is your MGWB Withdrawal Account
which equals the sum of the remaining MGWB periodic payments. Please see “Living Benefit Riders - Minimum
Guaranteed Withdrawal Benefit Rider.”

THE INCOME PHASE

During the income phase, you stop contributing dollars to your Contract and start receiving payments from your

accumulated contract value.

Initiating Payments. At least 30 days prior to the date you want to start receiving payments, you must notify us in

writing of all of the following:


·	Payment start date;
·	Income phase payment option (see the income phase payment options table in this section);
·	Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
·	Choice of fixed, and, if available at the time an income phase payment option is selected, variable or a
	combination of both fixed and variable payments; and
·	Selection of an assumed net investment rate (only if variable payments are elected).

Your Contract will continue in the accumulation phase until you properly start income phase payments. Once an
income phase payment option is selected, it may not be changed. Our current annuity options provide only for fixed
payments.

What Affects Payment Amounts? Some of the factors that may affect the amount of your income phase payments
include: your age; gender; contract value; the income phase payment option selected; the number of guaranteed
payments (if any) selected; whether you select fixed, variable or a combination of both fixed and variable payments;
and, for variable payments, the assumed net investment rate selected. Variable payments are not currently available.

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

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

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

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

Minimum Payment Amounts. The income phase payment option you select must result in:

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

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

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

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


·	The first day of the month following the annuitant’s 90^thbirthday; or
·	The tenth anniversary of the last premium payment made to your Contract.

Income phase payments will not begin until you have selected an income phase payment option. If there are
surrender charges remaining on the income phase payment start date, your income phase payment option must be
either a life annuity or have a period certain of at least 10 years. Failure to select an income phase payment option
by the later of the annuitant’s 85^thbirthday or the tenth anniversary of your last premium payment may have adverse
tax consequences. You should consult with a qualified tax adviser if you are considering delaying the selection of
an income phase payment option before the later of these dates.

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


(a)	The life of the annuitant;
(b)	The joint lives of the annuitant and beneficiary;
(c)	A guaranteed period greater than the annuitant’s life expectancy; or
(d)	A guaranteed period greater than the joint life expectancies of the annuitant and beneficiary.

When income phase payments start, the age of the annuitant plus the number of years for which payments are
guaranteed may not exceed 100.

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

See “Federal Tax Considerations” for further discussion of rules relating to income phase payments.

Charges Deducted


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

·	An administrative expense charge of 0.15% applies during the income phase. We deduct this charge daily
	from the subaccounts corresponding to the funds you select. The charge applies during the entire income
	phase. See “Fees and Expenses.”

·	If the premium credit option was elected, the premium credit option charge of 0.50% continues during the
	income phase for the remainder of the seven-year period from the addition of the premium credit. We
	deduct this charge daily from your contract value in both the subaccounts and the Fixed Interest Division.
	See “Fees and Expenses.”

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

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

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

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

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

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

Beneficiary(ies): The person(s) or entity(ies) entitled to receive a death benefit, if any, under the income phase
payment option selected.


Lifetime Income Phase Payment Options
Life Income	Length of Payments: For as long as the annuitant lives. It is possible that only one payment
	will be made if the annuitant dies prior to the second payment’s due date.
Death Benefit—None: All payments end upon the annuitant’s death.
Life Income—	Length of Payments: For as long as the annuitant lives, with payments guaranteed for your
Guaranteed	choice of 5 to 30 years or as otherwise specified in the contract.
Payments	Death Benefit—Payment to the Beneficiary: If the annuitant dies before we have made all
	the guaranteed payments, we will continue to pay the beneficiary the remaining payments.

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Lifetime Income Phase Payment Options (Cont.)
Life Income—	Length of Payments: For as long as either annuitant lives. It is possible that only one
Two Lives	payment will be made if both annuitants die before the second payment’s due date.
Continuing Payments: When you select this option you choose for:
	a)	100%, 66 2/3% or 50% of the payment to continue to the surviving annuitant after
		the first death; or
	b)	100% of the payment to continue to the annuitant on the second annuitant’s death,
		and 50% of the payment to continue to the second annuitant on the annuitant’s
		death.
	Death Benefit—None: All payments end upon the death of both annuitants.
Life Income—	Length of Payments: For as long as either annuitant lives, with payments guaranteed from
Two Lives—	5 to 30 years or as otherwise specified in the contract.
Guaranteed	Continuing Payments: 100% of the payment to continue to the surviving annuitant after the
Payments	first death.
	Death Benefit—Payment to the Beneficiary: If both annuitants die before we have made
	all the guaranteed payments, we will continue to pay the beneficiary the remaining
	payments.
Life Income— Cash	Length of Payments: For as long as the annuitant lives.
Refund Option	Death Benefit—Payment to the Beneficiary: Following the annuitant’s death, we will pay
(limited	a lump sum payment equal to the amount originally applied to the income phase payment
availability—fixed	option (less any applicable premium tax) and less the total amount of income payments paid.
payments only)
Life Income—Two	Length of Payments: For as long as either annuitant lives.
Lives—Cash	Continuing Payments: 100% of the payment to continue after the first death.
Refund Option
(limited	Death Benefit—Payment to the Beneficiary: When both annuitants die we will pay a
availability—fixed	lump-sum payment equal to the amount applied to the income phase payment option (less
payments only)	any applicable premium tax) and less the total amount of income payments paid.

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Nonlifetime Income Phase Payment Option
Nonlifetime—	Length of Payments: You may select payments for 5 to 30 years. In certain cases a lump-

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Guaranteed	sum payment may be requested at any time (see below).
Payments	Death Benefit—Payment to the Beneficiary: If the annuitant dies before we make all the
	guaranteed payments, we will continue to pay the beneficiary the remaining payments.

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

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OTHER CONTRACT PROVISIONS

Reports to Contract Owners

We confirm purchase, transfer and withdrawal transactions usually within 5 business days of processing. We may

also 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.

You have 30 days to notify our Customer Service Center of any errors or discrepancies. We will also notify you

when any shareholder reports of the investment portfolios in which Separate Account B invests are available. We

will also send 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, beyond

the seven permitted days, on any business day (1) when the New York Stock Exchange is closed; (2) when trading

on the New York Stock Exchange is restricted; (3) 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 (4) 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 at the correct age or sex.

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 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

We have the right to make changes in the Contract to continue to qualify the Contract as an annuity under applicable

federal tax law. You will be given 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, we exclude any

premium credit and include a refund of any charges deducted from your contract value. Because of the market risks

associated with investing in the portfolios, the contract value returned may be greater or less than the premium

payment you paid. We may, in our discretion, require that premiums designated for investment in the subaccounts

as well as premiums designated for a Fixed Interest Allocation be allocated to the specially designated subaccount

(currently, the ING Liquid Assets Portfolio) 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. We determine your contract value at the close of business on the day we receive your written

request. 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

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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 LLC, 1475 Dunwoody Drive, West Chester, PA 19380 is the principal underwriter
and distributor of the Contract as well as for other ING USA contracts. Directed Services LLC, a Delaware limited
liability company, is registered with the SEC as a broker/dealer under the Securities Exchange Act of 1934, and is a
member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Directed Services LLC does not retain any commissions or compensation paid to it by ING USA for Contract sales.
Directed Services LLC 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 FINRA member firms.

The following is a list of broker/dealers that are affiliated with the Company:

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·	Directed Services LLC	·	ING Funds Distributor, LLC
·	ING America Equities, Inc.	·	ING Investment Advisors, LLC
·	ING Financial Advisers, LLC	·	ING Investment Management Services LLC
·	ING Financial Markets LLC	·	ShareBuilder Securities Corporation
·	ING Financial Partners, Inc.	·	Systematized Benefits Administrators, Inc.

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Directed Services LLC 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 Directed Services LLC 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.

Directed Services LLC pays selling firms for Contract sales according to one or more schedules. This compensation
is generally based on a percentage of premium payments. Selling firms may receive commissions of up to 8.0% of
premium payments. In addition, selling firms may receive ongoing annual compensation of up to 1.10% of all, or a
portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on their firm’s practices. Commissions and annual
compensation, when combined, could exceed 8.0% of total premium payments.

Directed Services LLC 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, Directed Services LLC may also
pay selling firms additional compensation or reimbursement of expenses for their efforts in selling the Contracts to
you and other customers. These amounts may include:


·	Marketing/distribution allowances which may be based on the percentages of premium received, the

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	aggregate commissions paid and/or the aggregate assets held in relation to certain types of designated
	insurance products issued by the Company and/or its affiliates during the year;

·	Loans or advances of commissions in anticipation of future receipt of premiums (a form of lending to
	agents/registered representatives). These loans may have advantageous terms such as reduction or
	elimination of the interest charged on the loan and/or forgiveness of the principal amount of the loan, which
	terms may be conditioned on fixed insurance product sales;

·	Education and training allowances to facilitate our attendance at certain educational and training meetings
	to provide information and training about our products. We also hold training programs from time to time
	at our expense;

·	Sponsorship payments or reimbursements for broker/dealers to use in sales contests and/or meetings for
	their agents/registered representatives who sell our products. We do not hold contests based solely on the
	sales of this product;

·	Certain overrides and other benefits that may include cash compensation based on the amount of earned
	commissions, agent/representative recruiting or other activities that promote the sale of policies; and

·	Additional cash or noncash compensation and reimbursements permissible under existing law. This may
	include, but is not limited to, cash incentives, merchandise, trips, occasional entertainment, meals and
	tickets to sporting events, client appreciation events, business and educational enhancement items, payment
	for travel expenses (including meals and lodging) to pre-approved training and education seminars, and
	payment for advertising and sales campaigns.

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We may pay commissions, dealer concessions, wholesaling fees, overrides, bonuses, other allowances and benefits
and the costs of all other incentives or training programs from our resources, which include the fees and charges
imposed under the Contract.

The following is a list of the top 25 selling firms that, during 2009, received the most compensation, in the
aggregate, from us in connection with the sale of registered annuity contracts issued by us, ranked by total dollars
received:

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1.	Morgan Stanley Smith Barney LLC	14.	National Planning Corporation
2.	LPL Financial Corporation	15.	Wells Fargo Advisors, LLC (Bank Channel)
3.	Merrill Lynch, Pierce, Fenner & Smith, Inc.	16.	Woodbury Financial Services Inc.
4.	ING Financial Partners Inc.	17.	Wells Fargo Investments LLC
5.	ING Financial Partners, Inc. CAREER	18.	Morgan Keegan and Company Inc.
6.	UBS Financial Services Inc.	19.	PrimeVest Financial Services Inc.
7.	ING Financial Advisers, LLC	20.	Wells Fargo SEC, LLC
8.	Wells Fargo Advisors, LLC	21.	Royal Alliance Associates Inc.
9.	Raymond James Financial Services Inc.	22.	Madison Avenue Securities Inc.
10.	Financial Network Investment Corporation	23.	SII Investments Inc.
11.	Chase Investment SVCS Corp	24.	First Allied Securities Inc.
12.	Securities America Inc.	25.	Securian Financial Services Inc.
13.	Multi-Financial Securities Corporation

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Directed Services LLC 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. Directed Services LLC may, at its discretion, pay
additional cash compensation to wholesalers/distributors for sales by certain broker-dealers or “focus firms.”

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

This is a general discussion of the types and levels of compensation paid by us for sale of our variable annuity
contracts. It is important for you to know that the payment of volume- or sales-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, and may also provide a financial incentive to promote one of our contracts over
another.

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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. The effect of proportional voting is that a small number of contract

owners may decide the outcome of a vote.

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 variable 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.

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

business. Due to the climate in insurance and business litigation/arbitration, suits against the Company sometimes

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

certain claims are asserted as class actions, purporting to represent a group of similarly situated individuals. While it

is not possible to forecast the outcome of such lawsuits/arbitrations, in light of existing insurance, reinsurance and

established reserves, it is the opinion of management that the disposition of such lawsuits/arbitrations will not have a

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

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

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

action status and sometimes include claims for substantial compensatory, consequential or punitive damages and

other types of relief. Directed Services LLC is not involved in any legal proceeding 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. Federal income

tax treatment of the contract is complex and sometimes uncertain. 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 some but not all applicable federal income tax rules and does not discuss federal estate

and gift tax implications, state and local 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.

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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.
Types of Contracts: Non-Qualified or Qualified
The Contract may be purchased on a non-tax-qualified basis (non-qualified contracts) or purchased on a tax-
qualified basis (qualified contracts).

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 for special income tax treatment under
Sections 401, 408 or 408A, and some provisions of 403 and 457 of the Tax Code.

Effective January 1, 2009, except in the case of a rollover contribution as permitted under the Tax Code or as a
result of an intra-plan exchange or plan-to-plan transfer described under the Final Regulations, contributions to a
section 403(b) tax sheltered annuity contract may only be made by the Employer sponsoring the Plan under which
the assets in your contract are covered subject to the applicable Treasury Regulations and only if the Company, in its
sole discretion, agrees to be an approved provider.

Taxation of Non-Qualified Contracts

Premiums
You may not deduct the amount of your premiums to a non-qualified contract.

Taxation of Gains Prior to Distribution
Tax Code Section 72 governs taxation of annuities in general. 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 be eligible to receive deferral of taxation, the following requirements must be
satisfied:

Diversification. Tax Code Section 817(h) requires that in a nonqualified contract the investments of the
funds be “adequately diversified” in accordance with Treasury Regulations in order for the Contract to qualify as an
annuity contract under federal tax law. The separate account, through the funds, intends to comply with the
diversification requirements prescribed by Tax Code Section 817(h) and by the Treasury in Reg. Sec. 1.817-5,
which affects how the funds’ assets may be invested. If it is determined, however, that your Contract does not
satisfy the applicable diversification requirements and rulings because a subaccount’s corresponding fund fails to be
adequately diversified for whatever reason, we will take appropriate steps to bring your Contract into compliance
with such regulations and rulings, and we reserve the right to modify your Contract as necessary to do so.

Investor Control. Although earnings under non-qualified contracts are generally not taxed until
withdrawn, the Internal Revenue Service (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

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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. When such requirements are clarified by regulation or otherwise, we intend to review such
distribution provisions and modify them if necessary to assure that they comply with the applicable requirements.

Non-Natural Holders of a Non-Qualified Contract. If you are not a natural person, a non-qualified
contract generally is not treated as an annuity for income tax purposes and the income on the contract for the taxable
year is currently taxable as ordinary income. Income on the contract is any increase in 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 non-natural person
should consult with its tax adviser prior to purchasing the Contract. When the contract owner is not a natural
person, a change in the annuitant is treated as the death of the contract owner.

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., after 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

General. When a withdrawal from a non-qualified Contract occurs, the amount received will be treated as
ordinary income subject to tax up to an amount equal to the excess (if any) of the contract value (unreduced by the
amount of any surrender charge) immediately before the distribution over the contract owner’s investment in the
contract at that time. Investment in the contract is generally equal to the amount of all premiums 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.

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 investment in the contract (cost basis).

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

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made on or after the taxpayer reaches age 59½;

made on or after the death of a contract owner (the annuitant if the contract owner is a non-natural

person);

attributable to the taxpayer’s becoming disabled as defined in the Tax Code;

made as part of a series of substantially equal periodic payments (at least annually) over your life or life

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

the distribution is allocable to investment in the contract before August 14, 1982.

The 10% penalty does not apply to distributions from an immediate annuity as defined in the Tax Code. Other
exceptions may be applicable under certain circumstances and special rules may be applicable in connection with
the exceptions enumerated above. A tax adviser should be consulted with regard to exceptions from the penalty tax.

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

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

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. Pursuant to IRS guidance, receipt of withdrawals, surrenders or annuity payments
(annuitizations) from either the original contract or the new contract during the 12 month period following the
partial exchange may retroactively negate the partial exchange. If the partial exchange is retroactively negated, the
partial surrender of the original contract will be treated as a withdrawal, taxable as ordinary income to the extent of
gain in the original contract and, if the partial exchange occurred prior to you reaching age 59½, may be subject to
an additional 10% tax penalty. A taxable event may be avoided if requirements identified as a qualifying event are
satisfied. 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 or subsequent distribution within 12 months 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 subsequent annuity payment is subject to tax as ordinary
income.

The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitizations as withdrawals
rather than as annuity payments. Please consult your tax adviser before electing a partial annuitization.

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.

Different distribution requirements apply if your death occurs:

After you begin receiving annuity payments under the Contract; or

Before you begin receiving such distributions.

If your death occurs after you begin receiving annuity payments, distributions must be made at least as rapidly as
under the method in effect at the time of your death.

If your death occurs before you begin receiving annuity payments, your entire balance must be distributed within
five years after the date of your death. For example, if you died on September 1, 2008, your entire balance must be
distributed by August 31, 2013. However, if distributions begin within one year of your death, then payments may
be made over one of the following timeframes:

Over the life of the designated beneficiary; or

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

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If the designated beneficiary is your spouse, the contract may be continued with the surviving spouse as the new
contract owner. If the contract owner is a non-natural person and the primary annuitant dies, the same rules apply
on the death of the primary annuitant as outlined above for the death of a contract owner.

The Contract offers a death benefit 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 non-qualified
contract, the selection of certain annuity dates, 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. The assignment, pledge or agreement to
assign or pledge any portion of the contract value generally will be treated as a distribution. Anyone contemplating
any such transfer, pledge, assignment, or designation or exchange, should consult a tax adviser regarding the
potential tax effects of such a transaction.

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. While this Contract is not designed as an immediate annuity, treatment as an immediate annuity would
have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-
natural persons, and for certain exchanges.

Multiple Contracts. Tax laws require 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 annuity contract for
purposes of determining the amount includible in gross income under Tax Code Section 72(e). In addition, the
Treasury Department has specific authority to issue regulations that prevent the avoidance of Tax Code Section
72(e) through the serial purchase of annuity contracts or otherwise.

Withholding. We will withhold and remit to the IRS 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 is 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 to have federal income tax withheld, you
are still liable for payment of federal income tax on the taxable portion of the payment.

Certain states have indicated that state income tax withholding will also apply to payments from the contracts made
to residents. Generally, an election out of federal withholding will also be considered an election out of state
withholding. In some states, you may elect out of state withholding, even if federal withholding applies. If you
need more information concerning a particular state or any required forms, please contact our Customer Service
Center.

If you or your designated beneficiary is a non-resident alien, then any withholding is governed by Tax Code Section
1441 based on the individual’s citizenship, the country of domicile and treaty status, and we may require additional
documentation prior to processing any requested transaction.

Taxation of Qualified Contracts

General
The Contracts are primarily designed for use with IRAs under Tax Code Sections 401, 408 or 408A, and some
provisions of 403 and 457 (We refer to all of these as “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. The ultimate
effect of federal income taxes on the amounts held under a Contract, or on annuity payments, depends on the type of
retirement plan and your tax status. Special favorable tax treatment may be available for certain types of

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contributions and distributions. 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.

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. Some qualified plans may be subject to additional
distribution or other requirements that are not incorporated into the Contract. No attempt is made to provide more
than general information about the use of the Contracts with qualified plans. Contract owners, annuitants, and
beneficiaries are cautioned that the rights of any person to any benefits under these qualified plans may be subject to
the terms and conditions of the plans themselves, regardless of the terms and conditions of the Contract. The
Company is not bound by the terms and conditions of such plans to the extent such terms contradict the Contract,
unless we consent.

Contract owners and beneficiaries generally 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 or
programs that qualify for the intended special federal tax treatment.

Tax Deferral
Under the federal tax laws, earnings on amounts held in annuity contracts are generally not taxed until they are
withdrawn. However, in the case of a qualified plan (as defined in this prospectus), an annuity contract is not
necessary to obtain this favorable tax treatment and does not provide any tax benefits beyond the deferral already
available to the qualified plan itself. Annuities do provide other features and benefits (such as guaranteed living
benefits and/or death benefits or the option of lifetime income phase options at established rates) that may be
valuable to you. You should discuss your alternatives with your financial representative taking into account the
additional fees and expenses you may incur in an annuity.

Section 401(a), 401(k), Roth 401(k), and 403(a) Plans. Sections 401(a), 401(k), and 403(a) of the Tax
Code permit certain 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 Contracts to accumulate retirement savings under the plans. Employers intending to use the
Contract with such plans should seek competent legal advice.

The contracts may also be available as a Roth 401(k), as described in Tax Code Section 402A, and we may set up
accounts for you under the Contract for Roth 401(k) contributions (“Roth 401(k) accounts”). Tax Code Section
402A allows employees of certain private employers to contribute after-tax salary contributions to a Roth 401(k),
which provides for tax-free distributions, subject to certain restrictions.

Individual Retirement Annuities. Section 408 of the Tax Code permits eligible individuals to contribute
to an individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits
on the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible,
and the time when distributions commence. Contributions to IRAs must be made in cash or as a rollover or a
transfer from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other types of
retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover of a
distribution from an IRA 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.

The IRS has not reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed,
in a ruling of general applicability, whether the contract’s death benefit provisions comply with IRS qualification
requirements.

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of 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 a SIMPLE to a Roth IRA. Such

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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
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.

Sales of a contract for use with a Roth IRA may be subject to special requirements of the IRS. The IRS has not
reviewed the contracts described in this prospectus for qualification as IRAs and has not addressed, in a ruling of
general applicability, whether the contract’s death benefit provisions comply with IRS qualification requirements.

Section 403(b) Tax-Sheltered Annuities. The contracts are no longer available for purchase as Tax Code
section 403(b) tax-sheltered annuities. Existing contracts issued as Tax Code section 403(b) tax-sheltered annuities
will continue to be maintained as such under the applicable rules and regulations.

The Treasury Department has issued regulations which generally take effect on January 1, 2009. Existing contracts
will be modified as necessary to comply with these regulations where allowed, or where required by law in order to
maintain their status as section 403(b) tax-sheltered annuities. The final regulations include: (a) the ability to
terminate a 403(b) plan, which would entitle a participant to a distribution; (b) the revocation of IRS Revenue
Ruling 90-24, and the resulting increase in restrictions on a participant’s right to transfer his or her 403(b) accounts;
and (3) the imposition of withdrawal restrictions on non-salary reduction contribution amounts, as well as other
changes.

Contributions
In order to be excludable from gross income for federal income tax purposes, total annual contributions to
certain qualified plans are limited by the Tax Code. You should consult with your tax adviser in connection with
contributions to a qualified contract.

Distributions – General
Certain tax rules apply to distributions from the Contract. A distribution is any amount taken from a Contract
including withdrawals, annuity payments, rollovers, exchanges and death benefit proceeds. We report the taxable
portion of all distributions to the IRS.

Section 401(a), 401(k) and 403(a) Plans. Distributions from these plans are taxed as received unless one
of the following is true:

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive

rollovers or to a traditional IRA in accordance with the Tax Code;

You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the

amount will be taxed according to the rules detailed in the Tax Code; or

The distribution is a qualified health insurance premium of a retired safety officer as defined in the

Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

part of a series of substantially equal periodic payments (at least one per year) made over the life

expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary

or for a specified period of 10 years or more;

a required minimum distribution under Tax Code Section 401(a)(9);

a hardship withdrawal;

otherwise excludable from income; or

Not recognized under applicable regulations as eligible for rollover.

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The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Contract used with a
401(a), 401(k) or 403(a) plan unless certain exceptions, including one or more of the following, have occurred:

You have attained age 59½;

You have become disabled, as defined in the Tax Code;

You have died and the distribution is to your beneficiary;

You have separated from service with the sponsor at or after age 55;

The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance

with the terms of the Tax Code;

You have separated from service with the plan sponsor and the distribution amount is made in

substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint

lives or joint life expectancies of you and your designated beneficiary;

The distribution is made due to an IRS levy upon your plan;

The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order

(QDRO); or

The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006

(401(k) plans only).

In addition, the 10% penalty tax does not apply to the amount of a distribution equal to unreimbursed medical
expenses incurred by you during the taxable year that qualify for deduction as specified in the Tax Code. The Tax
Code may provide other exceptions or impose other penalties in other circumstances.

Individual Retirement Annuities. All distributions from an IRA are taxed as received unless either one of
the following is true:

The distribution is rolled over to another IRA or to a plan eligible to receive rollovers as permitted under

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.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from an IRA unless certain
exceptions, including one or more of the following, have occurred:

You have attained age 59½;

You have become disabled, as defined in the Tax Code;

You have died and the distribution is to your beneficiary;

The distribution amount is rolled over into another eligible retirement plan or to an IRA in accordance

with the terms of the Tax Code;

The distribution is made due to an IRS levy upon your plan;

The withdrawal amount is paid to an alternate payee under a Qualified Domestic Relations Order

(QDRO); or

The distribution is a qualified reservist distribution as defined under the Pension Protection Act of 2006.

In addition, the 10% penalty tax does not apply to a distribution made from an IRA to pay for health insurance
premiums for certain unemployed individuals, a qualified first-time home purchase, or for higher education
expenses.

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

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a Roth IRA that is not a
qualified distribution unless certain exceptions have occurred. In general, the exceptions for an IRA listed above
also apply to a distribution from a Roth IRA that is not a qualified distribution or a rollover to a Roth IRA that is not
a qualified rollover contribution. The 10% penalty tax is also waived on a distribution made from a Roth IRA to pay
for health insurance premiums for certain unemployed individuals, used for a qualified first-time home purchase, or
for higher education expenses.

403(b) Plans. Distributions from your contract are subject to the requirements of Code Section 403(b), the
Treasury Regulations, and, if applicable, the Plan under which the assets in your contract are covered. In
accordance with Code Section 403(b) and the Treasury Regulations, we have no responsibility or obligation to make
any distribution (including distributions due to loans, annuity payouts, qualified domestic relations orders, hardship
withdrawals and systematic distributions options) from your contract until we have received instructions or
information from your Employer and/or its designee or, if permitted under Code Section 403(b) and the Treasury
Regulations, you in a form acceptable to us and necessary for us to administer your contract in accordance with
Code Section 403(b) the Treasury Regulations, and, if applicable, the Plan.

All distributions from these plans are taxed as received unless one of the following is true:

The distribution is an eligible rollover distribution and is rolled over to another plan eligible to receive

rollovers or to a traditional IRA in accordance with the Tax Code;

You made after-tax contributions to the plan. In this case, depending upon the type of distribution, the

amount will be taxed according to the rules detailed in the Tax Code; or

The distribution is a qualified health insurance premium of a retired public safety officer as defined in the

Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

Part of a series of substantially equal periodic payments (at least one per year) made over the life

expectancy of the participant or the joint life expectancy of the participant and his designated beneficiary

or for a specified period of 10 years or more;

A required minimum distribution under Tax Code section 401(a)(9);

A hardship withdrawal;

Otherwise excludable from income; or

Not recognized under applicable regulations as eligible for rollover.

The Tax Code imposes a 10% penalty tax on the taxable portion of any distribution from a contract used with a
403(b) plan, unless certain exceptions have occurred. In general, the exceptions for an IRA listed above also apply
to a distribution from a 403(b) plan, plus in the event you have separated from service with the sponsor at or after
age 55, or you have separated from service with the plan sponsor and the distribution amount is made in
substantially equal periodic payments (at least annually) over your life or the life expectancy or the joint lives or
joint life expectancies of you and your designated beneficiary. In addition, the 10% penalty tax does not apply to
the amount of a distribution equal to unreimbursed medical expenses incurred by you during the taxable year that
qualify for deduction as specified in the Tax Code. The Tax Code may provide other exceptions or impose other
penalty taxes in other circumstances.

Distribution of amounts restricted under Tax Code section 403(b)(11) may only occur upon your death, attainment
of age 59½, severance from employment, disability or financial hardship. Such distributions remain subject to other
applicable restrictions under the Tax Code and the regulations.

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Special Disaster Relief. In 2005, 2007 and 2008 Congress temporarily provided taxpayers with certain
kinds of relief which eased the complex rules covering withdrawals by individuals who suffered economic losses
due to natural disasters such as Hurricanes Katrina, Rita and Wilma as well as tornados and floods. Please consult a
qualified tax adviser for further information if there is any question as to whether such relief is available.
Lifetime Required Minimum Distributions (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b) and
IRAs only).

To avoid certain tax penalties, you and any designated beneficiary must also meet the minimum
distribution requirements imposed by the Tax Code. These rules may dictate the following:

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Start date for distributions;

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

Distribution amounts.

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

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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Distribution Amounts. The amount of each required distribution must be calculated in accordance
with Tax Code Section 401(a)(9). The entire interest in the account includes the amount of any outstanding rollover,
transfer, recharacterization, if applicable, and the actuarial present value of other benefits provided under the
account, such as guaranteed death benefits.

50% Excise Tax. 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.

Lifetime Required Minimum Distributions are not applicable to Roth IRAs during your lifetime. Further
information regarding required minimum distributions may be found in your contract.

Required Distributions Upon Death (Sections 401(a), 401(k), Roth 401(k), 403(a), 403(b), IRAs and
Roth IRAs Only). Different distribution requirements apply after your death, depending upon if you have been
receiving required minimum distributions. Further information regarding required distributions upon death may be
found in your contract.

If your death occurs on or after you begin receiving minimum distributions under the contract, distributions
generally 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 after your death.

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 died on September 1, 2009, your entire balance must be distributed to the designated beneficiary
by December 31, 2014. 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:

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Over the life of the designated beneficiary; or

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

Start Dates for Spousal Beneficiaries. 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.

No designated beneficiary. If there is no designated beneficiary, the entire interest generally must be
distributed by the end of the calendar containing the fifth anniversary of the contract owner’s death.

Special Rule for IRA Spousal Beneficiaries (IRAs and Roth IRAs Only). In lieu of taking a
distribution under these rules, if the sole designated beneficiary is the contract owner’s surviving spouse, the spousal
beneficiary may elect to treat the contract as his or her own IRA and defer taking a distribution until his or her own
start date. The surviving spouse is deemed to have made such an election if the surviving spouse makes a rollover to
or from the contract or fails to take a distribution within the required time period.

Withholding
Any taxable distributions under the contract are generally subject to withholding. Federal income tax liability
rates vary according to the type of distribution and the recipient’s tax status.

401(a), 401(k), Roth 401(k), 403(a) and 403(b). Generally, distributions from these plans are subject to
mandatory 20% federal income tax withholding. However, mandatory withholding will not be required if you elect
a direct rollover of the distributions to an eligible retirement plan or in the case of certain distributions described in
the Tax Code.

IRAs and Roth IRAs. Generally, you or, if applicable, a designated beneficiary may elect not to have tax
withheld from distributions.

Non-resident Aliens. If you or your designated beneficiary is a non-resident alien, then any withholding is
governed by Tax Code section 1441 based on the individual’s citizenship, the country of domicile and treaty status,
and we may require additional documentation prior to processing any requested distribution.

Assignment and Other Transfers

IRAS and Roth IRAs. The Tax Code does not allow a transfer or assignment of your rights under these
contracts except in limited circumstances. Adverse tax consequences may result if you assign or transfer your
interest in the contract to persons other than your spouse incident to a divorce. Anyone contemplating such an
assignment or transfer should contact a qualified tax adviser regarding the potential tax effects of such a transaction.

Section 403(b) Plans. 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

The Company as collateral for a loan.

Tax Consequences of Living Benefits and Death Benefit

Living Benefits. Except as otherwise noted below, when a withdrawal from a nonqualified contract occurs
under the MGWB rider, 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 deferred sales charge) immediately
before the distribution over the contract owner’s investment in the contract at that time.

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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. For nonqualified contracts, the income on the contract for
purposes of calculating the taxable amount of a distribution may be unclear. For example, the living benefits
provided under the MGWB rider, as well as the market value adjustment, could increase the contract value that
applies. Thus, the income on the contract could be higher than the amount of income that would be determined
without regard to such a benefit. As a result, you could have higher amounts of income than will be reported to you.
In addition, payments under any guaranteed payment phase of such riders after the contract value has been reduced
to zero may be subject to the exclusion ratio rules under Tax Code Section 72(b) for tax purposes.

The tax treatment of partial annuitizations is unclear. We currently treat any partial annuitization, such as those
associated with the minimum guaranteed income benefit as withdrawals rather than annuity payments. Please
consult your tax adviser before electing a partial annuitization.

Enhanced Death Benefits. The Contract offers a death benefit that may exceed the greater of the premium
payments and the contract value. It is possible that the IRS could characterize such a death benefit as other than an
incidental death benefit. In addition, the provision of such benefits may result in currently taxable income to
contract owners, and the presence of the death benefit could affect the amount of required minimum distributions.
Finally, certain charges are imposed with respect to some of the available death benefits. It is possible those charges
(or some portion thereof) could be treated for federal tax purposes as a distribution from the Contract.

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). You should consult a tax adviser with respect to
legislative developments and their effect on the Contract.

Same-Sex Marriages
Pursuant to Section 3 of the federal Defense of Marriage Act (“DOMA”), same-sex marriages currently are not
recognized for purposes of federal law. Therefore, the favorable income-deferral options afforded by federal tax law
to an opposite-sex spouse under Code sections 72(s) and 401(a)(9) are currently NOT available to a same-sex
spouse. Same-sex spouses who own or are considering the purchase of annuity products that provide benefits based
upon status as a spouse should consult a qualified tax adviser. In certain states, to the extent that an annuity contract
or certificate offers to spouses other rights or benefits that are not affected by DOMA, same-sex spouses remain
entitled to such rights or benefits to the same extent as any Contract Owner’s spouse.

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, we
may impose a charge against the separate account (with respect to some or all of the Contracts) to set aside
provisions to pay such taxes. We may deduct this amount from the separate account, including from your account
value invested in the subaccounts.

SD Signature — 155276

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SD Signature — 155276

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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
Experts	1
Distribution of Contracts	1
Published Ratings	2
Accumulation Unit Value	2
Performance Information	3
Other Information	4
Financial Statements of ING USA Annuity and Life Insurance Company	C-1
Financial Statements of Separate Account B of ING USA Annuity and Life Insurance Company	S-1
Condensed Financial Information (Accumulation Unit Values)	5

</R>

Please tear off, complete and return the form below to order a free Statement of Additional Information for
the Contracts offered under the prospectus. Address the form to our Customer Service Center. The address
is 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

<R>

SD Signature – 155276 04/30/2010
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

SD Signature – 155276

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APPENDIX A

The following tables show the Condensed Financial Information (accumulation unit values for the periods indicated and number of units outstanding) by subaccount for a Contract with the lowest and highest combination of asset-based charges. This information is current through December 31, 2009 including portfolio names, and derives from the financial statements of the Separate Account, which together constitute the Separate Account’s Condensed Financial Information. Complete information is available in the SAI. Contact our Customer Service Center to obtain your copy free of charge. Please ask us about where you can find more timely information.

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2009, 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 1.25%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during October 2003)
Value at beginning of period	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73	$8.45
Value at end of period	$10.42	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73
Number of accumulation units outstanding at end of period	4,125	4,743	4,983	9,102	10,114	37,657	12,940
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.00	$9.58
Value at end of period	$9.55	$8.00
Number of accumulation units outstanding at end of period	45,478	19,888
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$14.06	$19.82	$20.60	$17.48	$16.78
Value at end of period	$17.36	$14.06	$19.82	$20.60	$17.48
Number of accumulation units outstanding at end of period	7,961	9,230	10,528	17,062	12,301
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.40	$18.38	$15.87	$14.42	$12.52	$11.01	$10.00
Value at end of period	$13.92	$10.40	$18.38	$15.87	$14.42	$12.52	$11.01
Number of accumulation units outstanding at end of period	356,883	411,910	404,210	289,769	216,279	331,754	180,658
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.72	$13.67	$13.67	$11.55	$11.07	$10.08	$7.85
Value at end of period	$9.90	$7.72	$13.67	$13.67	$11.55	$11.07	$10.08
Number of accumulation units outstanding at end of period	121,118	138,149	155,665	117,442	100,395	274,974	156,771
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.20	$9.62
Value at end of period	$8.77	$7.20
Number of accumulation units outstanding at end of period	53,966	30,537

Signature


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$8.86	$9.83
Value at end of period	$9.81	$8.86
Number of accumulation units outstanding at end of period	109,980	108,650
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00	$10.00
Value at end of period	$11.39	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00
Number of accumulation units outstanding at end of period	1,074,577	1,203,246	1,353,851	1,136,070	1,000,254	737,364	110,025
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78	$10.00
Value at end of period	$12.25	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78
Number of accumulation units outstanding at end of period	968,968	1,107,754	1,166,093	958,952	815,397	625,575	112,382
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62	$10.00
Value at end of period	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62
Number of accumulation units outstanding at end of period	367,386	406,419	428,086	345,741	269,279	302,519	126,233
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$9.92
Value at end of period	$12.09
Number of accumulation units outstanding at end of period	13,501
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23
Value at end of period	$13.72	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67
Number of accumulation units outstanding at end of period	146,506	183,878	216,173	130,115	96,806	112,158	52,301
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.62	$13.14	$12.54	$11.02	$9.95
Value at end of period	$10.18	$7.62	$13.14	$12.54	$11.02
Number of accumulation units outstanding at end of period	104,384	98,513	100,200	55,109	18,568
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.97
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	37,847
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.03	$13.34	$12.65	$11.96	$10.98
Value at end of period	$10.32	$8.03	$13.34	$12.65	$11.96
Number of accumulation units outstanding at end of period	47,131	46,310	70,250	29,742	33,842
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.40	$14.72	$14.29	$12.44	$11.96
Value at end of period	$10.47	$9.40	$14.72	$14.29	$12.44
Number of accumulation units outstanding at end of period	26,917	26,841	31,721	30,014	4,278

Signature


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.51	$9.99
Value at end of period	$9.81	$6.51
Number of accumulation units outstanding at end of period	67,035	44,807
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.24	$12.48	$13.64	$11.46
Value at end of period	$9.54	$7.24	$12.48	$13.64
Number of accumulation units outstanding at end of period	89,612	99,999	107,813	24,276
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$40.99	$67.51	$83.11	$61.15	$53.02	$38.97
Value at end of period	$55.00	$40.99	$67.51	$83.11	$61.15	$53.02
Number of accumulation units outstanding at end of period	42,205	49,340	66,635	80,669	79,153	106,213
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$6.66	$10.23	$10.06	$9.44
Value at end of period	$8.20	$6.66	$10.23	$10.06
Number of accumulation units outstanding at end of period	70,614	77,932	64,799	17,740
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$6.88	$11.46	$11.15	$10.13
Value at end of period	$8.94	$6.88	$11.46	$11.15
Number of accumulation units outstanding at end of period	157,889	159,880	125,072	30,946
ING DOW JONES EURO STOXX 50 INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.99
Value at end of period	$9.81
Number of accumulation units outstanding at end of period	1,284
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.18	$13.04	$12.16	$10.81	$9.92	$9.75
Value at end of period	$10.89	$9.18	$13.04	$12.16	$10.81	$9.92
Number of accumulation units outstanding at end of period	55,678	54,801	46,973	48,700	35,793	24,849
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.86	$12.39	$11.24	$10.78	$10.50	$9.46
Value at end of period	$12.47	$8.86	$12.39	$11.24	$10.78	$10.50
Number of accumulation units outstanding at end of period	8,260	2,608	2,616	3,963	4,122	3,737
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.16	$16.91	$14.96	$13.53	$11.72
Value at end of period	$13.97	$10.16	$16.91	$14.96	$13.53
Number of accumulation units outstanding at end of period	238,063	243,970	404,344	198,145	213,623
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during December 2007)
Value at beginning of period	$5.85	$10.41	$11.03
Value at end of period	$7.04	$5.85	$10.41
Number of accumulation units outstanding at end of period	93,776	109,782	79,048

Signature


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.74	$11.09	$10.94	$9.98
Value at end of period	$10.10	$7.74	$11.09	$10.94
Number of accumulation units outstanding at end of period	254,733	249,295	240,036	114,971
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.31	$11.90	$12.53
Value at end of period	$9.14	$7.31	$11.90
Number of accumulation units outstanding at end of period	149,113	165,455	151,725
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$6.11	$9.62	$10.20
Value at end of period	$7.86	$6.11	$9.62
Number of accumulation units outstanding at end of period	787,679	823,534	715,454
ING FTSE 100 INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.28
Value at end of period	$10.27
Number of accumulation units outstanding at end of period	498
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$28.35	$48.66	$36.98	$30.84	$22.67
Value at end of period	$38.50	$28.35	$48.66	$36.98	$30.84
Number of accumulation units outstanding at end of period	63,970	65,053	65,346	51,318	48,204
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.11	$9.51
Value at end of period	$7.85	$6.11
Number of accumulation units outstanding at end of period	179,700	58,152
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.86
Value at end of period	$12.98
Number of accumulation units outstanding at end of period	9,425
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01	$10.00
Value at end of period	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01
Number of accumulation units outstanding at end of period	76,821	81,989	98,148	93,835	34,130	183,047	108,298
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05	$10.00
Value at end of period	$12.43	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05
Number of accumulation units outstanding at end of period	94,168	115,067	136,812	138,286	105,445	222,237	111,247
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06	$10.00
Value at end of period	$11.75	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06
Number of accumulation units outstanding at end of period	72,831	78,223	103,530	106,404	89,405	184,418	108,271

Signature


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.30	$12.53	$12.00	$11.71	$11.52
Value at end of period	$12.42	$11.30	$12.53	$12.00	$11.71
Number of accumulation units outstanding at end of period	399,908	410,808	463,707	195,604	92,532
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.05
Value at end of period	$7.64
Number of accumulation units outstanding at end of period	35,562
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.74	$17.35	$14.53	$11.96	$10.48	$9.06
Value at end of period	$11.78	$8.74	$17.35	$14.53	$11.96	$10.48
Number of accumulation units outstanding at end of period	110,862	139,618	153,250	30,817	14,230	4,137
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.42	$25.82	$18.88	$14.08	$10.57
Value at end of period	$21.05	$12.42	$25.82	$18.88	$14.08
Number of accumulation units outstanding at end of period	157,198	183,253	204,971	154,812	112,765
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.78	$16.30	$16.13	$14.02	$13.08	$10.99	$10.00
Value at end of period	$13.37	$10.78	$16.30	$16.13	$14.02	$13.08	$10.99
Number of accumulation units outstanding at end of period	54,776	54,946	62,936	71,173	76,471	118,478	25,522
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41	$7.85
Value at end of period	$12.89	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41
Number of accumulation units outstanding at end of period	65,391	76,585	99,454	86,447	71,069	70,555	24,875
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82	$10.00
Value at end of period	$10.55	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82
Number of accumulation units outstanding at end of period	14,433	17,624	24,131	20,780	22,859	23,170	6,058
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10	$16.18
Value at end of period	$17.48	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10
Number of accumulation units outstanding at end of period	823,111	1,075,453	1,041,103	930,466	486,113	690,371	727,878
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51	$8.11
Value at end of period	$10.43	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51
Number of accumulation units outstanding at end of period	33,801	37,356	40,789	42,733	20,683	32,515	30,613
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.45	$19.43	$17.24	$16.63	$15.47	$13.92
Value at end of period	$14.59	$11.45	$19.43	$17.24	$16.63	$15.47
Number of accumulation units outstanding at end of period	161,520	182,116	240,344	279,095	337,544	409,584

Signature


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.04	$18.13	$15.22	$12.43	$10.32
Value at end of period	$12.28	$9.04	$18.13	$15.22	$12.43
Number of accumulation units outstanding at end of period	89,629	116,880	132,084	109,286	51,614
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45	$19.47
Value at end of period	$25.37	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45
Number of accumulation units outstanding at end of period	222,309	277,551	325,558	377,087	436,318	618,206	634,937
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.40	$18.54	$14.74	$11.41	$9.98
Value at end of period	$14.95	$11.40	$18.54	$14.74	$11.41
Number of accumulation units outstanding at end of period	135,373	148,397	135,821	81,146	51,705
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2008)
Value at beginning of period	$6.66	$10.83
Value at end of period	$9.27	$6.66
Number of accumulation units outstanding at end of period	164,493	183,121
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.68	$14.73	$14.00	$12.02	$10.06
Value at end of period	$11.97	$8.68	$14.73	$14.00	$12.02
Number of accumulation units outstanding at end of period	17,773	18,910	31,636	32,326	39,779
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2005)
Value at beginning of period	$10.35	$17.61	$16.77	$14.44	$12.91
Value at end of period	$14.24	$10.35	$17.61	$16.77	$14.44
Number of accumulation units outstanding at end of period	88,907	95,643	92,165	59,837	15,633
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.32	$14.69	$14.48	$12.67	$12.01	$11.92
Value at end of period	$10.56	$9.32	$14.69	$14.48	$12.67	$12.01
Number of accumulation units outstanding at end of period	7,125	8,816	10,787	11,297	12,290	29,256
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.33	$12.20	$12.01	$11.16	$10.83	$10.00
Value at end of period	$13.76	$9.33	$12.20	$12.01	$11.16	$10.83
Number of accumulation units outstanding at end of period	184,808	235,758	322,944	335,972	413,587	585,689
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31	$12.87
Value at end of period	$17.98	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31
Number of accumulation units outstanding at end of period	654,166	648,191	596,758	348,132	347,304	488,955	336,101
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.48	$13.15	$12.67	$10.99	$10.39
Value at end of period	$10.39	$8.48	$13.15	$12.67	$10.99
Number of accumulation units outstanding at end of period	37,919	38,598	43,128	41,720	38,485

Signature


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.33	$12.61	$12.10	$10.91	$9.95
Value at end of period	$10.29	$8.33	$12.61	$12.10	$10.91
Number of accumulation units outstanding at end of period	215,278	251,223	123,059	87,781	90,726
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.32
Number of accumulation units outstanding at end of period	177,020
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.22
Value at end of period	$9.38
Number of accumulation units outstanding at end of period	2,496,597
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.50
Value at end of period	$9.63
Number of accumulation units outstanding at end of period	2,859,154
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.86
Number of accumulation units outstanding at end of period	1,531,154
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.85
Value at end of period	$12.70
Number of accumulation units outstanding at end of period	31,979
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.72	$10.31
Value at end of period	$8.19	$6.72
Number of accumulation units outstanding at end of period	404,145	126,808
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.80
Value at end of period	$12.53
Number of accumulation units outstanding at end of period	56,116
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.83
Value at end of period	$13.01
Number of accumulation units outstanding at end of period	97,790
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.14	$10.49
Value at end of period	$8.47	$6.14
Number of accumulation units outstanding at end of period	13,324	15,576

Signature


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.98	$10.21
Value at end of period	$8.71	$6.98
Number of accumulation units outstanding at end of period	40,797	49,477
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$5.74	$8.89	$8.20	$7.39	$6.87
Value at end of period	$7.41	$5.74	$8.89	$8.20	$7.39
Number of accumulation units outstanding at end of period	19,495	20,110	20,649	22,813	15,169
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$7.16	$9.41
Value at end of period	$8.99	$7.16
Number of accumulation units outstanding at end of period	15,014	12,098
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$36.14	$50.48	$48.97	$43.26	$40.66
Value at end of period	$47.55	$36.14	$50.48	$48.97	$43.26
Number of accumulation units outstanding at end of period	219,556	245,136	270,888	261,429	300,782
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$22.85	$35.98	$35.36	$30.06	$29.29	$25.82
Value at end of period	$28.20	$22.85	$35.98	$35.36	$30.06	$29.29
Number of accumulation units outstanding at end of period	157,777	163,315	188,717	186,657	210,739	201,213
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$5.80	$10.18	$10.00
Value at end of period	$8.16	$5.80	$10.18
Number of accumulation units outstanding at end of period	23,559	12,230	41,124
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.47	$12.74	$11.20	$10.12
Value at end of period	$9.73	$7.47	$12.74	$11.20
Number of accumulation units outstanding at end of period	101,897	119,244	52,781	6,280
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$16.27	$27.31	$27.01	$22.43	$20.67
Value at end of period	$21.26	$16.27	$27.31	$27.01	$22.43
Number of accumulation units outstanding at end of period	123,651	147,158	176,510	163,002	185,032
ING THORNBURG VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.72	$14.66	$13.84	$11.99	$11.96	$10.73	$10.00
Value at end of period	$12.46	$8.72	$14.66	$13.84	$11.99	$11.96	$10.73
Number of accumulation units outstanding at end of period	5,699	7,068	7,250	7,667	7,681	51,794	29,934
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.21	$9.90
Value at end of period	$10.64	$10.21
Number of accumulation units outstanding at end of period	87,442	72,701

Signature


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.02	$13.54	$13.59	$12.04	$11.18	$9.93
Value at end of period	$10.43	$8.02	$13.54	$13.59	$12.04	$11.18
Number of accumulation units outstanding at end of period	30,917	34,380	43,296	41,020	26,128	14,300
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.06	$14.44	$14.96	$13.08	$12.80	$11.10	$10.00
Value at end of period	$11.49	$9.06	$14.44	$14.96	$13.08	$12.80	$11.10
Number of accumulation units outstanding at end of period	129,999	149,237	150,106	138,545	105,339	156,846	62,665
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.29	$12.31	$12.07	$10.87	$10.16
Value at end of period	$11.23	$9.29	$12.31	$12.07	$10.87
Number of accumulation units outstanding at end of period	113,622	120,670	86,004	27,625	16,669
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.36	$17.52	$16.18	$13.50	$12.28
Value at end of period	$15.73	$12.36	$17.52	$16.18	$13.50
Number of accumulation units outstanding at end of period	43,937	50,398	69,246	44,308	27,066
ING VAN KAMPEN GLOBAL TACTICAL ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.72
Value at end of period	$9.81
Number of accumulation units outstanding at end of period	301
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$22.16	$33.11	$32.68	$28.53	$26.25
Value at end of period	$27.12	$22.16	$33.11	$32.68	$28.53
Number of accumulation units outstanding at end of period	141,131	167,823	241,574	322,272	402,732
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$7.25	$10.92	$11.48	$10.03
Value at end of period	$9.31	$7.25	$10.92	$11.48
Number of accumulation units outstanding at end of period	6,431	4,033	5,895	4,904
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$6.09	$9.68
Value at end of period	$7.81	$6.09
Number of accumulation units outstanding at end of period	44,930	24,117
PROFUND VP EUROPE 30
(Fund first available during October 2003)
Value at beginning of period	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31	$10.00
Value at end of period	$9.50	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31
Number of accumulation units outstanding at end of period	7,337	7,465	7,692	9,520	2,690	4,239	0
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37	$10.00
Value at end of period	$6.11	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37
Number of accumulation units outstanding at end of period	6,889	7,279	11,240	23,153	29,960	37,895	0

Signature


	Condensed Financial Information (continued)




	Separate Account Annual Charges of 2.10%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during October 2003)
Value at beginning of period	$7.75	$13.89	$14.31	$11.72	$12.12	$10.91	$10.00
Value at end of period	$10.07	$7.75	$13.89	$14.31	$11.72	$12.12	$10.91
Number of accumulation units outstanding at end of period	13,119	14,292	13,999	14,661	14,263	277,954	125,871
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.95	$10.12
Value at end of period	$9.41	$7.95
Number of accumulation units outstanding at end of period	178,997	89,906
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$8.87	$12.60	$13.22	$11.31	$10.62
Value at end of period	$10.85	$8.87	$12.60	$13.22	$11.31
Number of accumulation units outstanding at end of period	6,729	7,296	8,272	11,572	8,675
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.94	$17.71	$15.42	$14.14	$12.38	$10.98	$10.00
Value at end of period	$13.18	$9.94	$17.71	$15.42	$14.14	$12.38	$10.98
Number of accumulation units outstanding at end of period	246,339	286,978	307,977	260,647	185,650	88,106	13,183
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.23	$14.70	$14.82	$12.62	$12.21	$11.21	$10.00
Value at end of period	$10.46	$8.23	$14.70	$14.82	$12.62	$12.21	$11.21
Number of accumulation units outstanding at end of period	103,093	124,509	160,932	137,211	125,085	1,289,231	448,420
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.16	$10.07
Value at end of period	$8.64	$7.16
Number of accumulation units outstanding at end of period	42,216	23,294
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.96	$10.14
Value at end of period	$9.84	$8.96
Number of accumulation units outstanding at end of period	100,579	56,101
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.44	$13.95	$13.64	$12.15	$11.79	$10.96	$10.00
Value at end of period	$10.79	$8.44	$13.95	$13.64	$12.15	$11.79	$10.96
Number of accumulation units outstanding at end of period	479,717	510,151	582,892	503,774	391,062	5,253,841	709,118
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.54	$15.66	$14.31	$13.33	$11.77	$10.75	$10.00
Value at end of period	$11.60	$8.54	$15.66	$14.31	$13.33	$11.77	$10.75
Number of accumulation units outstanding at end of period	602,943	612,577	693,220	590,848	412,064	6,721,770	882,976

Signature

A10


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.16	$21.59	$18.47	$15.94	$13.46	$11.59	$10.00
Value at end of period	$16.96	$12.16	$21.59	$18.47	$15.94	$13.46	$11.59
Number of accumulation units outstanding at end of period	255,481	270,775	281,590	221,949	165,195	2,085,943	296,661
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.67
Value at end of period	$13.02
Number of accumulation units outstanding at end of period	11,467
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during March 2004)
Value at beginning of period	$12.13	$21.98	$19.27	$15.24	$13.49	$12.25
Value at end of period	$14.28	$12.13	$21.98	$19.27	$15.24	$13.49
Number of accumulation units outstanding at end of period	88,333	110,340	150,444	133,277	70,588	1,232,792
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.38	$12.84	$12.36	$10.95	$10.60
Value at end of period	$9.77	$7.38	$12.84	$12.36	$10.95
Number of accumulation units outstanding at end of period	97,848	92,114	67,537	54,849	37,433
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.87
Value at end of period	$10.53
Number of accumulation units outstanding at end of period	29,397
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.57	$12.69	$12.14	$11.58	$10.60
Value at end of period	$9.65	$7.57	$12.69	$12.14	$11.58
Number of accumulation units outstanding at end of period	19,565	18,623	27,344	32,548	24,246
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.20	$12.95	$12.68	$11.13	$10.29
Value at end of period	$9.06	$8.20	$12.95	$12.68	$11.13
Number of accumulation units outstanding at end of period	21,532	21,637	67,336	91,067	18,723
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.47	$9.99
Value at end of period	$9.67	$6.47
Number of accumulation units outstanding at end of period	27,664	10,258
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.08	$12.31	$13.56	$10.46
Value at end of period	$9.24	$7.08	$12.31	$13.56
Number of accumulation units outstanding at end of period	36,834	47,537	52,425	29,827
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.34	$17.18	$21.33	$15.83	$13.84	$10.48
Value at end of period	$13.75	$10.34	$17.18	$21.33	$15.83	$13.84
Number of accumulation units outstanding at end of period	62,196	66,771	111,112	127,173	79,858	518,437

Signature

A11


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$6.51	$10.09	$10.01	$9.41
Value at end of period	$7.95	$6.51	$10.09	$10.01
Number of accumulation units outstanding at end of period	59,452	77,130	68,995	35,084
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$6.70	$11.26	$11.04	$10.17
Value at end of period	$8.63	$6.70	$11.26	$11.04
Number of accumulation units outstanding at end of period	135,598	120,061	105,739	54,339
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.82	$12.63	$11.89	$10.66	$9.86	$9.88
Value at end of period	$10.37	$8.82	$12.63	$11.89	$10.66	$9.86
Number of accumulation units outstanding at end of period	51,122	42,562	37,755	35,300	27,871	334,842
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.52	$12.01	$10.98	$10.63	$10.44	$10.37
Value at end of period	$11.88	$8.52	$12.01	$10.98	$10.63	$10.44
Number of accumulation units outstanding at end of period	11,137	6,511	2,432	491	492	23,328
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.75	$14.69	$13.10	$11.96	$10.61
Value at end of period	$11.92	$8.75	$14.69	$13.10	$11.96
Number of accumulation units outstanding at end of period	89,872	99,606	96,124	55,055	26,266
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.57	$10.93	$10.87	$10.01
Value at end of period	$9.78	$7.57	$10.93	$10.87
Number of accumulation units outstanding at end of period	162,098	161,738	183,952	44,591
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.21	$11.83	$12.53
Value at end of period	$8.93	$7.21	$11.83
Number of accumulation units outstanding at end of period	59,078	65,971	67,823
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$6.02	$9.56	$10.13
Value at end of period	$7.68	$6.02	$9.56
Number of accumulation units outstanding at end of period	72,504	76,982	94,701
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.93	$20.65	$15.83	$13.32	$9.55
Value at end of period	$16.06	$11.93	$20.65	$15.83	$13.32
Number of accumulation units outstanding at end of period	87,775	99,647	83,273	54,351	20,096
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$6.05	$8.39
Value at end of period	$7.71	$6.05
Number of accumulation units outstanding at end of period	78,125	10,866

Signature

A12


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.21
Value at end of period	$12.90
Number of accumulation units outstanding at end of period	3,460
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.58	$14.00	$13.65	$12.20	$11.85	$10.98	$10.00
Value at end of period	$10.34	$8.58	$14.00	$13.65	$12.20	$11.85	$10.98
Number of accumulation units outstanding at end of period	67,372	70,852	75,926	78,473	89,139	689,799	247,476
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.14	$15.00	$14.56	$13.62	$12.55	$11.02	$10.00
Value at end of period	$11.77	$9.14	$15.00	$14.56	$13.62	$12.55	$11.02
Number of accumulation units outstanding at end of period	74,621	83,037	89,685	101,582	109,668	340,018	6,185
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.13	$14.05	$15.35	$13.82	$13.14	$11.03	$10.00
Value at end of period	$11.13	$9.13	$14.05	$15.35	$13.82	$13.14	$11.03
Number of accumulation units outstanding at end of period	82,250	95,118	107,718	126,250	120,691	333,675	4,712
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.45	$10.57	$10.21	$10.05	$10.12
Value at end of period	$10.30	$9.45	$10.57	$10.21	$10.05
Number of accumulation units outstanding at end of period	234,450	235,008	170,480	99,915	28,438
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$6.97
Value at end of period	$7.53
Number of accumulation units outstanding at end of period	10,039
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.21	$18.44	$15.58	$12.93	$11.54
Value at end of period	$12.30	$9.21	$18.44	$15.58	$12.93
Number of accumulation units outstanding at end of period	86,745	115,838	107,098	70,404	15,580
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.75	$24.62	$18.16	$13.66	$10.88
Value at end of period	$19.73	$11.75	$24.62	$18.16	$13.66
Number of accumulation units outstanding at end of period	49,077	80,777	101,163	70,922	18,106
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.30	$15.70	$15.67	$13.74	$12.93	$10.95	$10.00
Value at end of period	$12.67	$10.30	$15.70	$15.67	$13.74	$12.93	$10.95
Number of accumulation units outstanding at end of period	74,803	64,296	71,264	78,916	104,884	70,199	494
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.38	$15.14	$15.73	$13.77	$13.63	$11.01	$10.00
Value at end of period	$12.94	$10.38	$15.14	$15.73	$13.77	$13.63	$11.01
Number of accumulation units outstanding at end of period	62,103	57,076	120,218	116,052	82,994	643,342	260,352

Signature

A13


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$7.73	$13.02	$13.55	$12.58	$11.56	$11.14
Value at end of period	$9.99	$7.73	$13.02	$13.55	$12.58	$11.56
Number of accumulation units outstanding at end of period	13,477	14,400	15,263	21,303	33,624	974,672
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.45	$10.42	$10.14	$9.89	$9.83	$9.95	$10.00
Value at end of period	$10.26	$10.45	$10.42	$10.14	$9.89	$9.83	$9.95
Number of accumulation units outstanding at end of period	378,665	726,420	346,094	343,155	129,480	971,131	735,857
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.98	$14.46	$14.19	$12.32	$11.93	$11.32
Value at end of period	$10.44	$8.98	$14.46	$14.19	$12.32	$11.93
Number of accumulation units outstanding at end of period	7,859	7,718	13,265	12,508	8,783	619,270
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.98	$13.66	$12.22	$11.90	$11.16	$9.72
Value at end of period	$10.08	$7.98	$13.66	$12.22	$11.90	$11.16
Number of accumulation units outstanding at end of period	67,630	73,428	50,468	40,420	32,303	1,389,051
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.76	$17.72	$15.01	$12.36	$11.32
Value at end of period	$11.80	$8.76	$17.72	$15.01	$12.36
Number of accumulation units outstanding at end of period	19,487	42,895	26,436	13,614	4,471
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.91	$13.04	$12.80	$11.68	$11.59	$10.66	$10.00
Value at end of period	$11.44	$9.91	$13.04	$12.80	$11.68	$11.59	$10.66
Number of accumulation units outstanding at end of period	229,624	246,634	272,042	387,063	351,195	1,640,545	1,114,951
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.05	$18.12	$14.53	$11.34	$10.05
Value at end of period	$14.37	$11.05	$18.12	$14.53	$11.34
Number of accumulation units outstanding at end of period	89,756	126,412	93,309	60,816	34,470
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.44	$10.05
Value at end of period	$8.90	$6.44
Number of accumulation units outstanding at end of period	2,249	2,296
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.76
Value at end of period	$12.87
Number of accumulation units outstanding at end of period	314
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.41	$14.40	$13.80	$11.95	$10.06
Value at end of period	$11.50	$8.41	$14.40	$13.80	$11.95
Number of accumulation units outstanding at end of period	12,664	14,280	15,303	16,563	19,254

Signature

A14


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during February 2004)
Value at beginning of period	$9.89	$16.97	$16.30	$14.15	$12.76	$11.69
Value at end of period	$13.49	$9.89	$16.97	$16.30	$14.15	$12.76
Number of accumulation units outstanding at end of period	35,202	52,619	55,063	30,341	20,531	1,983
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during March 2004)
Value at beginning of period	$8.90	$14.16	$14.07	$12.41	$11.88	$11.48
Value at end of period	$10.01	$8.90	$14.16	$14.07	$12.41	$11.88
Number of accumulation units outstanding at end of period	29,144	27,230	33,270	34,265	39,818	8,953
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.96	$11.82	$11.73	$11.00	$10.77	$10.00
Value at end of period	$13.11	$8.96	$11.82	$11.73	$11.00	$10.77
Number of accumulation units outstanding at end of period	123,846	150,254	179,196	167,351	129,455	2,439,916
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.74	$11.51	$10.79	$10.56	$10.53	$10.25	$10.00
Value at end of period	$13.16	$11.74	$11.51	$10.79	$10.56	$10.53	$10.25
Number of accumulation units outstanding at end of period	802,449	704,740	258,943	217,461	149,508	1,738,298	1,262,012
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.21	$12.85	$12.49	$10.93	$10.53
Value at end of period	$9.98	$8.21	$12.85	$12.49	$10.93
Number of accumulation units outstanding at end of period	22,736	22,547	29,366	40,001	11,270
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.07	$12.32	$11.93	$10.84	$10.14
Value at end of period	$9.89	$8.07	$12.32	$11.93	$10.84
Number of accumulation units outstanding at end of period	102,019	127,675	119,537	98,085	44,756
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.30
Number of accumulation units outstanding at end of period	116,720
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.21
Value at end of period	$9.36
Number of accumulation units outstanding at end of period	2,154,915
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.49
Value at end of period	$9.62
Number of accumulation units outstanding at end of period	1,860,586
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.85
Number of accumulation units outstanding at end of period	1,519,506

Signature

A15


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.82
Value at end of period	$12.62
Number of accumulation units outstanding at end of period	20,374
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.68	$10.25
Value at end of period	$8.07	$6.68
Number of accumulation units outstanding at end of period	71,920	476
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.62
Value at end of period	$12.45
Number of accumulation units outstanding at end of period	46,282
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$11.54
Value at end of period	$12.93
Number of accumulation units outstanding at end of period	25,009
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$6.62
Value at end of period	$8.34
Number of accumulation units outstanding at end of period	5,436
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.93	$10.21
Value at end of period	$8.58	$6.93
Number of accumulation units outstanding at end of period	14,109	19,857
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.03	$14.10	$13.12	$11.92	$11.53
Value at end of period	$11.56	$9.03	$14.10	$13.12	$11.92
Number of accumulation units outstanding at end of period	4,314	8,682	9,014	9,667	902
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.11	$10.09
Value at end of period	$8.86	$7.11
Number of accumulation units outstanding at end of period	23,757	10,601
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.91	$12.56	$12.29	$10.95	$10.50
Value at end of period	$11.63	$8.91	$12.56	$12.29	$10.95
Number of accumulation units outstanding at end of period	440,988	459,334	764,082	543,646	99,866
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.39	$13.33	$13.21	$11.33	$11.13	$10.01
Value at end of period	$10.27	$8.39	$13.33	$13.21	$11.33	$11.13
Number of accumulation units outstanding at end of period	129,247	119,346	140,758	134,819	88,815	1,619,276

Signature

A16


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during July 2007)
Value at beginning of period	$5.71	$10.13	$10.42
Value at end of period	$7.98	$5.71	$10.13
Number of accumulation units outstanding at end of period	28,047	39,585	1,669
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$7.30	$12.56	$11.13	$9.32
Value at end of period	$9.42	$7.30	$12.56	$11.13
Number of accumulation units outstanding at end of period	64,227	74,927	29,168	14,626
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$8.09	$13.69	$13.66	$11.44	$10.97
Value at end of period	$10.48	$8.09	$13.69	$13.66	$11.44
Number of accumulation units outstanding at end of period	18,289	19,249	26,837	13,088	649
ING THORNBURG VALUE PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$8.33	$14.12	$13.45	$11.76	$11.82	$11.08
Value at end of period	$11.81	$8.33	$14.12	$13.45	$11.76	$11.82
Number of accumulation units outstanding at end of period	2,879	2,880	3,225	3,225	3,314	3,316
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$10.15	$9.86
Value at end of period	$10.49	$10.15
Number of accumulation units outstanding at end of period	31,878	10,749
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.71	$13.13	$13.28	$11.87	$11.12	$9.78
Value at end of period	$9.93	$7.71	$13.13	$13.28	$11.87	$11.12
Number of accumulation units outstanding at end of period	7,819	8,231	8,869	12,313	9,642	3,812
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.65	$13.91	$14.54	$12.82	$12.65	$11.77
Value at end of period	$10.89	$8.65	$13.91	$14.54	$12.82	$12.65
Number of accumulation units outstanding at end of period	92,293	96,753	109,951	103,538	112,835	569,053
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.00	$12.03	$11.89	$10.81	$10.58
Value at end of period	$10.78	$9.00	$12.03	$11.89	$10.81
Number of accumulation units outstanding at end of period	52,944	36,345	25,488	21,579	11,911
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.46	$13.52	$12.59	$10.60	$10.03
Value at end of period	$11.93	$9.46	$13.52	$12.59	$10.60
Number of accumulation units outstanding at end of period	53,871	42,958	50,451	37,007	21,349
ING VAN KAMPEN GLOBAL TACTICAL ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$11.44
Value at end of period	$12.07
Number of accumulation units outstanding at end of period	3,278

Signature

A17


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.37	$12.61	$12.56	$11.06	$10.09
Value at end of period	$10.16	$8.37	$12.61	$12.56	$11.06
Number of accumulation units outstanding at end of period	28,727	36,937	52,623	47,966	19,321
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.06	$10.72	$11.37	$10.69
Value at end of period	$8.99	$7.06	$10.72	$11.37
Number of accumulation units outstanding at end of period	2,424	687	1,184	2,985
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$6.07
Value at end of period	$7.61
Number of accumulation units outstanding at end of period	2,730
PROFUND VP EUROPE 30
(Fund first available during July 2004)
Value at beginning of period	$10.12	$18.46	$16.46	$14.31	$13.52	$11.97
Value at end of period	$13.11	$10.12	$18.46	$16.46	$14.31	$13.52
Number of accumulation units outstanding at end of period	1,418	1,785	2,074	2,291	2,712	160,013
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during June 2004)
Value at beginning of period	$4.47	$7.36	$7.93	$7.35	$8.15	$9.50
Value at end of period	$5.78	$4.47	$7.36	$7.93	$7.35	$8.15
Number of accumulation units outstanding at end of period	4,353	4,656	5,442	8,731	12,070	307,589

Signature

A18

APPENDIX B

The Investment Portfolios

<R>

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, plus any Fixed Interest
Allocation that is available. 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. If you received a summary prospectus for any of the funds available through your contract, you may also obtain a
full prospectus and other fund information free of charge by either accessing the internet address, calling the telephone
number or sending an email request to the contact information shown on the front of the fund's summary prospectus.

</R> <R>


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.

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

Consult 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.

The following table highlights name changes.

List of Fund Name Changes
*Former Fund Name*	*Current Fund Name*
ING Focus 5 Portfolio	ING DFA Global All Equity Portfolio
ING Dow Jones EURO STOXX 50^®Index Portfolio	ING EURO STOXX 50^®Index Portfolio
ING Japan Equity Index Portfolio	ING Japan TOPIX Index^®Portfolio
ING Van Kampen Global Franchise Portfolio	ING Morgan Stanley Global Franchise Portfolio
ING Van Kampen Global Tactical Asset Allocation Portfolio	ING Morgan Stanley Global Tactical Asset Allocation Portfolio
ING Evergreen Health Sciences Portfolio	ING Wells Fargo Health Care Portfolio
ING Evergreen Omega Portfolio	ING Wells Fargo Omega Growth Portfolio

</R> <R>

SD Signature - 155276

</R>

<R>

SD Signature - 155276

</R>

<R>


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Investors Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING American Funds Asset Allocation Portfolio	Seeks high total return (including income and capital gains)
	consistent with preservation of capital over the long term.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company

ING American Funds Bond Portfolio	Seeks to maximize your level of current income and preserve
	your capital.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company

ING American Funds Growth Portfolio	Seeks to make your investment grow.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company

ING American Funds Growth-Income Portfolio	Seeks to make your investment grow and provide you with
	income over time.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company

ING American Funds International Portfolio	Seeks to make your investment grow over time.

Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
Management Company

ING American Funds World Allocation Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Asset Allocation Committee

ING Artio Foreign Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Artio Global Management LLC

ING BlackRock Inflation Protected Bond Portfolio	A non-diversified Portfolio that seeks to maximize real return,
	consistent with preservation of real capital and prudent
Investment Adviser: Directed Services LLC	investment management.
Investment Subadviser: BlackRock Financial
Management, Inc.

</R> <R>

SD Signature - 155276

</R>

<R>


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock Investment
Management, LLC

ING DFA Global All Equity Portfolio	Seeks long-term capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Dimensional Fund Advisors LP

ING FMR^SMDiversified Mid Cap Portfolio*	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Fidelity Management &
Research Company

* FMR^SMis a service mark of Fidelity Management &
Research Company

ING Franklin Income Portfolio	Seeks to maximize income while maintaining prospects for
	capital appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Advisers, Inc.

ING Franklin Mutual Shares Portfolio	Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Franklin Mutual Advisers, LLC

ING Franklin Templeton Founding Strategy Portfolio	Seeks capital appreciation and secondarily, income.

Investment Adviser: Directed Services LLC

ING JPMorgan Small Cap Core Equity Portfolio	Seeks capital growth over the long term.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.

ING Liquid Assets Portfolio	Seeks a high level of current income consistent with the
	preservation of capital and liquidity.
Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.

</R> <R>

SD Signature - 155276

</R>

<R>


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Marsico Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Marsico Capital Management,
LLC

ING MFS Total Return Portfolio	Seeks above-average income (compared to a portfolio entirely
	invested in equity securities) consistent with the prudent
Investment Adviser: Directed Services LLC	employment of capital. Secondarily seeks reasonable
Investment Subadviser: Massachusetts Financial	opportunity for growth of capital and income.
Services Company

ING MFS Utilities Portfolio	Seeks total return.

Investment Adviser: Directed Services LLC
Investment Subadviser: Massachusetts Financial
Services Company

ING Morgan Stanley Global Franchise Portfolio	A non-diversified Portfolio that seeks long-term capital
	appreciation.
Investment Adviser: Directed Services LLC
Investment Subadviser: Morgan Stanley Investment
Management Inc.

ING Morgan Stanley Global Tactical Asset Allocation	Seeks capital appreciation over time.
Portfolio

Investment Adviser: Directed Services LLC
Investment Subadviser: Morgan Stanley Investment
Management Inc.

ING Oppenheimer Active Allocation Portfolio	Seeks long-term growth of capital with a secondary objective
	of current income.
Investment Adviser: ING Investments, LLC
Investment Subadviser: OppenheimerFunds, Inc.

ING PIMCO High Yield Portfolio	Seeks maximum total return, consistent with preservation of
	capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC

ING PIMCO Total Return Bond Portfolio	Seeks maximum total return, consistent with preservation of
	capital and prudent investment management.
Investment Adviser: Directed Services LLC
Investment Subadviser: Pacific Investment Management
Company LLC

</R> <R>

SD Signature - 155276

</R>

<R>


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Pioneer Fund Portfolio	Seeks reasonable income and capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment
Management, Inc.

ING Pioneer Mid Cap Value Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: Pioneer Investment
Management, Inc.

ING Retirement Conservative Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a conservative level
Investment Adviser: Directed Services LLC	of risk relative to the other ING Retirement Portfolios.
Asset Allocation Committee

ING Retirement Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that
Investment Adviser: Directed Services LLC	can be expected to be greater than that of ING Retirement
	Moderate Growth Portfolio.
Asset Allocation Committee

ING Retirement Moderate Growth Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that
Investment Adviser: Directed Services LLC	can be expected to be greater than that of ING Retirement
	Moderate Portfolio but less than that of ING Retirement
Asset Allocation Committee	Growth Portfolio.

ING Retirement Moderate Portfolio	Seeks a high level of total return (consisting of capital
	appreciation and income) consistent with a level of risk that
Investment Adviser: Directed Services LLC	can be expected to be greater than that of ING Retirement
	Conservative Portfolio but less than that of ING Retirement
Asset Allocation Committee	Moderate Growth Portfolio.

ING Templeton Global Growth Portfolio	Seeks capital appreciation. Current income is only an
	incidental consideration.
Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Global Advisors
Limited

ING T. Rowe Price Capital Appreciation Portfolio	Seeks, over the long-term, a high total investment return,
	consistent with the preservation of capital and prudent
Investment Adviser: Directed Services LLC	investment risk.
Investment Subadviser: T. Rowe Price Associates, Inc.

ING T. Rowe Price Equity Income Portfolio	Seeks substantial dividend income as well as long-term growth
	of capital.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

</R> <R>

SD Signature - 155276

</R>

<R>


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Van Kampen Growth and Income Portfolio	Seeks long-term growth of capital and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen

ING Wells Fargo Health Care Portfolio	A non-diversified Portfolio that seeks long-term capital
	growth.
Investment Adviser: Directed Services LLC
Investment Subadviser: Wells Capital Management Inc.

ING Wells Fargo Omega Growth Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Wells Capital Management Inc.

ING Partners, Inc.
7337 East Doubletree Ranch Road, Scottsdale, AZ 85258
ING Baron Small Cap Growth Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: BAMCO, Inc.

ING Davis New York Venture Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: Davis Selected Advisers, L.P.

ING JPMorgan Mid Cap Value Portfolio	Seeks growth from capital appreciation.

Investment Adviser: Directed Services LLC
Investment Subadviser: J.P. Morgan Investment
Management Inc.

ING Templeton Foreign Equity Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: Templeton Investment Counsel,
LLC

ING T. Rowe Price Growth Equity Portfolio	Seeks long-term capital growth, and secondarily, increasing
	dividend income.
Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

ING Van Kampen Comstock Portfolio	Seeks capital growth and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Van Kampen Equity and Income Portfolio	Seeks total return, consisting of long-term capital appreciation
	and current income.
Investment Adviser: Directed Services LLC
Investment Subadviser: Van Kampen

ING Variable Funds
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Growth and Income Portfolio	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks. It is anticipated that
Investment Adviser: ING Investments, LLC	capital appreciation and investment income will both be major
Investment Subadviser: ING Investment Management	factors in achieving total return.
Co.

ING Variable Portfolios, Inc.
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING BlackRock Science and Technology Opportunities	Seeks long-term capital appreciation.
Portfolio

Investment Adviser: ING Investments, LLC
Investment Subadviser: BlackRock Advisors, LLC

ING EURO STOXX 50^®Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the EURO STOXX 50^®Index.
Investment Subadviser: ING Investment Management
Co.

ING FTSE 100 Index^®Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
	the FTSE 100 Index^®.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Hang Seng Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Hang Seng Index.
Investment Subadviser: ING Investment Management
Co.

ING International Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of a widely accepted
Investment Adviser: ING Investments, LLC	International Index.
Investment Subadviser: ING Investment Management
Co.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Japan TOPIX Index^®Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Tokyo Stock Price Index^®.
Investment Subadviser: ING Investment Management
Co.

ING Russell™ Large Cap Growth Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Russell Top 200^®Growth Index.
Investment Subadviser: ING Investment Management
Co.

ING Russell^TMLarge Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Top 200^®Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Russell™ Large Cap Value Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
	the Russell Top 200^®Value Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Russell™ Mid Cap Growth Index Portfolio	A non-diversified Portfolio that seeks investment results
	(before fees and expenses) that correspond to the total return of
Investment Adviser: ING Investments, LLC	the Russell Midcap^®Growth Index.
Investment Subadviser: ING Investment Management
Co.

ING Russell^TMMid Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell Midcap^®Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Russell^TMSmall Cap Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Russell 2000^®Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Small Company Portfolio	Seeks growth of capital primarily through investment in a
	diversified portfolio of common stocks of companies with
Investment Adviser: ING Investments, LLC	smaller market capitalizations.
Investment Subadviser: ING Investment Management
Co.

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Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING U.S. Bond Index Portfolio	Seeks investment results (before fees and expenses) that
	correspond to the total return of the Barclays Capital U.S.
Investment Adviser: ING Investments, LLC	Aggregate Bond Index.
Investment Subadviser: Neuberger Berman Fixed
Income LLC

ING WisdomTree^SMGlobal High-Yielding Equity Index	Seeks investment returns that closely correspond to the price
Portfolio*	and yield performance, (before fees and expenses) of the
	WisdomTree^SMGlobal High-Yielding Equity Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

* WisdomTree^SMis a servicemark of WisdomTree
Investments

ING Variable Products Trust
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING MidCap Opportunities Portfolio	Seeks long-term capital appreciation.

Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

ING Intermediate Bond Portfolio
7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258
ING Intermediate Bond Portfolio	Seeks to maximize total return consistent with reasonable risk.
	The Portfolio seeks its objective through investments in a
Investment Adviser: ING Investments, LLC	diversified portfolio consisting primarily of debt securities. It
	is anticipated that capital appreciation and investment income
Investment Subadviser: ING Investment Management	will both be major factors in achieving total return.
Co.

BlackRock Variable Series Funds, Inc.
800 Scudders Mill Road, Plainsboro, NJ 08536
BlackRock Global Allocation V.I. Fund	The fund seeks to provide high total return through a fully
	managed investment policy utilizing U.S. and foreign equity,
Investment Adviser: BlackRock Advisors, LLC	debt and money market instruments, the combination of which
	will be varied from time to time both with respect to types of
Investment Subadviser: BlackRock Investment	securities and markets in response to changing market and
Management, LLC; BlackRock Asset Management U.K.	economic trends.
Limited

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B19

“Standard & Poor’s^®”, “S&P^®”, “S&P 500^®”, “Standard & Poor’s 500”, and “500” are trademarks of The McGraw-Hill Companies, Inc. and
have been licensed for use by ING USA Annuity and Life Insurance Company. The product is not sponsored, endorsed, sold or promoted by
Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the product.

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The Hang Seng Index (the “Index”) is published and compiled by Hang Seng Indexes Company Limited pursuant to
a license from Hang Seng Data Services Limited. The mark and name of the Hang Seng Index are proprietary to
Hang Seng Data Services Limited. Hang Seng Indexes Company Limited and Hang Seng Data Services Limited
have agreed to the use of, and reference to, the Index by ING Investments, LLC and ING Investment Management
Co. in connection with ING Hang Seng Index Portfolio (the “Product”), BUT NEITHER HANG SENG INDEXES
COMPANY LIMITED NOR HANG SENG DATA SERVICES LIMITED WARRANTS OR REPRESENTS OR
GUARANTEES TO ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON: (i) THE
ACCURACY OR COMPLETENESS OF ANY OF THE INDEX AND ITS COMPUTATION OR ANY
INFORMATION RELATED THERETO; OR (ii) THE FITNESS OR SUITABILITY FOR ANY PURPOSE OF
ANY OF THE INDEX OR ANY COMPONENT OR DATA COMPRISED IN IT; OR (iii) THE RESULTS
WHICH MAY BE OBTAINED BY ANY PERSON FROM THE USE OF ANY OF THE INDEX OR ANY
COMPONENT OR DATA COMPRISED IN IT FOR ANY PURPOSE, AND NO WARRANTY OR
REPRESENTATION OR GUARANTEE OF ANY KIND WHATSOEVER RELATING TO THE INDEX IS
GIVEN OR MAY BE IMPLIED.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO RESPONSIBILITY OR LIABILITY IS
ACCEPTED BY HANG SENG INDEXES COMPANY LIMITED OR HANG SENG DATA SERVICES
LIMITED: (i) IN RESPECT OF THE USE OF AND/OR REFERENCE TO THE INDEX BY ING
INVESTMENTS, LLC AND ING INVESTMENT MANAGEMENT CO. IN CONNECTION WITH THE
PRODUCT; OR (ii) FOR ANY INACCURACIES, OMISSIONS, MISTAKES OR ERRORS OF HANG SENG
INDEXES COMPANY LIMITED IN THE COMPUTATION OF THE INDEX; OR (iii) FOR ANY
INACCURACIES, OMISSIONS, MISTAKES, ERRORS OR INCOMPLETENESS OF ANY INFORMATION
USED IN CONNECTION WITH THE COMPUTATION OF THE INDEX WHICH IS SUPPLIED BY ANY
OTHER PERSON; OR (iv) FOR ANY ECONOMIC OR OTHER LOSS WHICH MAY BE DIRECTLY OR
INDIRECTLY SUSTAINED BY ANY BROKER OR HOLDER OF THE PRODUCT OR ANY OTHER PERSON
DEALINGWITH THE PRODUCT AS A RESULT OF ANY OF THE AFORESAID, AND NO CLAIMS,
ACTIONS OR LEGAL PROCEEDINGS MAY BE BROUGHT AGAINST HANG SENG INDEXES COMPANY
LIMITED AND/OR HANG SENG DATA SERVICES LIMITED in connection with the Product in any manner
whatsoever by any broker, holder or other person dealing with the Product. Any broker, holder or other person
dealing with the Product does so therefore in full knowledge of this disclaimer and can place no reliance whatsoever
on Hang Seng Indexes Company Limited and Hang Seng Data Services Limited. For the avoidance of doubt, this
disclaimer does not create any contractual or quasi-contractual relationship between any broker, holder or other
person and Hang Seng Indexes Company Limited and/or Hang Seng Data Services Limited and must not be
construed to have created such relationship.

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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 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. For more
information see the prospectus for the Fixed Account.

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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 Portfolio, 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.

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.

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 from a Fixed Account Interest Allocation 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

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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 30, 2010. 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 $10,000 and additional premium payments of
$10,000 in each of the second and third contract years, for total premium payments under the Contract of $30,000.
It also assumes a withdrawal at the end of the third contract year of 30% of the contract value of $35,000, and that
Option Package I was selected.

In this example, $3,500 (10% of contract value) is the maximum free withdrawal amount that you may withdraw
without a surrender charge. The total amount withdrawn from the contract would be $10,500 ($35,000 x .30).
Therefore, $7,000 (10,500 - 3,500) is considered an excess withdrawal of a part of the initial premium payment of
$10,000 and would be subject to a surrender charge of $447 ($7,000 x (1/(1-.06)-1)). The amount of the withdrawal
paid to you will be $10,500, and in addition, $447 will be deducted from your contract value.

This example does not take into account any Market Value Adjustment or deduction of any premium taxes.

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APPENDIX F

Withdrawal Adjustment for 5% Roll-Up Death Benefit Examples

Example #1: The Contract Value (AV) is Lower than the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $80,000 and a 5% Roll-Up

minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000

is made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $30,000 ($120,000 * ($20,000 / $80,000))

MGDB after Pro-rata Withdrawal = $90,000 ($120,000 - $30,000)

AV after Withdrawal = $60,000 ($80,000 - $20,000)

Example #2: The Contract Value (AV) is Greater than the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $160,000 and a 5% Roll-Up

minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000

is made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $15,000 ($120,000 * ($20,000 / $160,000))

MGDB after Pro-rata Withdrawal = $105,000 ($120,000 - $15,000)

AV after Withdrawal = $140,000 ($160,000 - $20,000)

Example #3: The Contract Value (AV) is Equal to the Death Benefit

Assume a premium payment of $100,000, AV at the time of withdrawal of $120,000 and a 5% Roll-Up

minimum guarantee death benefit (“MGDB”) at the time of withdrawal of $120,000. A total withdrawal of $20,000

is made.

Calculate the Effect of the Withdrawal

Pro-rata Withdrawal Adjustment to MGDB = $20,000 ($120,000 * ($20,000 / $120,000))

MGDB after Pro-rata Withdrawal = $100,000 ($120,000 - $20,000)

AV after Pro-rata Withdrawal = $100,000 ($120,000 - $20,000)

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APPENDIX G

Special Funds and Excluded Funds Examples

Example #1: The following examples are intended to demonstrate the impact on your 5% Roll-Up minimum
guaranteed death benefit (“MGDB”) of allocating your Contract Value to Special Funds.


	MGDB if 50% invested in				MGDB if 0% invested in			MGDB if 100% invested in
	Special Funds				Special Funds				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	525	500	1,025	1	1,050	—	1,050	1	0	1,000	1,000
2	551	500	1,051	2	1,103	—	1,103	2	0	1,000	1,000
3	579	500	1,079	3	1,158	—	1,158	3	0	1,000	1,000
4	608	500	1,108	4	1,216	—	1,216	4	0	1,000	1,000
5	638	500	1,138	5	1,276	—	1,276	5	0	1,000	1,000
6	670	500	1,170	6	1,340	—	1,340	6	0	1,000	1,000
7	704	500	1,204	7	1,407	—	1,407	7	0	1,000	1,000
8	739	500	1,239	8	1,477	—	1,477	8	0	1,000	1,000
9	776	500	1,276	9	1,551	—	1,551	9	0	1,000	1,000
10	814	500	1,314	10	1,629	—	1,629	10	0	1,000	1,000


	MGDB if transferred to				MGDB if transferred to
	Special Funds				Covered Funds
	at the beginning of year 6				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	1,050	—	1,050	1	—	1,000	1,000
2	1,103	—	1,103	2	—	1,000	1,000
3	1,158	—	1,158	3	—	1,000	1,000
4	1,216	—	1,216	4	—	1,000	1,000
5	1,276	—	1,276	5	—	1,000	1,000
6	—	1,276	1,276	6	1,050	—	1,050
7	—	1,276	1,276	7	1,103	—	1,103
8	—	1,276	1,276	8	1,158	—	1,158
9	—	1,276	1,276	9	1,216	—	1,216
10	—	1,276	1,276	10	1,276	—	1,276

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Example #2: The following examples are intended to demonstrate the impact on your 5% Roll-Up minimum guaranteed death benefit (“MGDB”)
and/or your minimum guaranteed accumulation benefit (“MGAB”) of allocating your Contract Value to Excluded Funds.


								MGDB if 0% invested in Excluded				MGDB if 100% invested in Excluded
	MGDB if 50% invested in Excluded Funds								Funds				Funds

							Death				Death				Death
	Covered		Excluded		Total		Benefit		Covered		Benefit		Excluded		Benefit
End								End				End
of Yr	MGDB	AV	“MGDB”	AV	MGDB	AV		of Yr	MGDB	AV		of Yr “MGDB”		AV
0	500	500	500	500	1,000	1,000	1,000	0	1,000	1,000	1,000	0	1,000	1,000	1,000
1	525	510	525	510	1,035	1,020	1,035	1	1,050	1,020	1,050	1	1,050	1,020	1,020
2	551	490	551	490	1,041	980	1,041	2	1,103	980	1,103	2	1,103	980	980
3	579	520	579	520	1,099	1,040	1,099	3	1,158	1,040	1,158	3	1,158	1,040	1,040
4	608	550	608	550	1,158	1,100	1,158	4	1,216	1,100	1,216	4	1,216	1,100	1,100
5	638	450	638	450	1,088	900	1,088	5	1,276	900	1,276	5	1,276	900	900
6	670	525	670	525	1,195	1,050	1,195	6	1,340	1,050	1,340	6	1,340	1,050	1,050
7	704	600	704	600	1,304	1,200	1,304	7	1,407	1,200	1,407	7	1,407	1,200	1,200
8	739	750	739	750	1,489	1,500	1,500	8	1,477	1,500	1,500	8	1,477	1,500	1,500
9	776	500	776	500	1,276	1,000	1,276	9	1,551	1,000	1,551	9	1,551	1,000	1,000
10	814	300	814	300	1,114	600	1,114	10	1,629	600	1,629	10	1,629	600	600

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

MGAB if 0% invested in

MGAB if 100% invested in Excluded

MGAB if 50% invested in Excluded Funds

Excluded Funds

Funds

Covered

Excluded

Total

Covered

Excluded

End of

MGAB

“MGAB

MGAB

End of

MGAB

End of

“MGAB

Base

Base”

Base

MGAB

Base

MGAB

Base”

MGAB

500

300

500

300

800

600

200

1,000

600

400

1,000

600

—

Note:

“MGAB Base” for Excluded Funds is notional. Not used to determine benefits. For Excluded Funds, the lesser of AV and “MGAB Base”

is used as the MGAB Benefit Base. MGAB = Greater of Zero and MGAB Benefit Base - AV

<R>

SD Signature - 155276

</R>


	MGDB and MGAB if Transfer from Covered Funds to Excluded Funds at the beginning of year 6

	Covered		Excluded		Total			Covered Excluded MGAB
							Death	MGAB	“MGAB	Benefit
End of Yr MGDB		AV	“MGDB”	AV	MGDB	AV	Benefit	Base	Base”	Base	MGAB
—	1,000	1,000	—	—	1,000	1,000	1,000	1,000	—	1,000
1	1,050	1,020	—	—	1,050	1,020	1,050	1,000	—	1,000
2	1,103	980	—	—	1,103	980	1,103	1,000	—	1,000
3	1,158	1,040	—	—	1,158	1,040	1,158	1,000	—	1,000
4	1,216	1,100	—	—	1,216	1,100	1,216	1,000	—	1,000
5	1,276	900	—	—	1,276	900	1,276	1,000	—	1,000
6	—	—	1,340	1,050	1,050	1,050	1,050	—	1,000	1,000
7	—	—	1,407	1,200	1,200	1,200	1,200	—	1,000	1,000
8	—	—	1,477	1,500	1,500	1,500	1,500	—	1,000	1,000
9	—	—	1,551	1,000	1,000	1,000	1,000	—	1,000	1,000
10	—	—	1,629	600	600	600	600	—	1,000	600	—

Note: MGDB (MGAB Base) transferred to Excluded Funds equals the MGDB (MGAB Base) 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
MGDB in Special Funds does not accumulate).


	MGDB and MGAB if Transfer from Excluded Funds to Covered Funds at the beginning of year 6

	Covered		Excluded		Total			Covered Excluded MGAB
							Death	MGAB	“MGAB	Benefit
End of Yr MGDB		AV	“MGDB”	AV	MGDB	AV	Benefit	Base	Base”	Base	MGAB
—	—	—	1,000	1,000	1,000	1,000	1,000	—	1,000	1,000
1	—	—	1,050	1,020	1,020	1,020	1,020	—	1,000	1,000
2	—	—	1,103	980	980	980	980	—	1,000	980
3	—	—	1,158	1,040	1,040	1,040	1,040	—	1,000	1,000
4	—	—	1,216	1,100	1,100	1,100	1,100	—	1,000	1,000
5	—	—	1,276	900	900	900	900	—	1,000	900
6	945	1,050	—	—	945	1,050	1,050	900	—	900
7	992	1,200	—	—	992	1,200	1,200	900	—	900
8	1,042	1,500	—	—	1,042	1,500	1,500	900	—	900
9	1,094	1,000	—	—	1,094	1,000	1,094	900	—	900
10	1,149	600	—	—	1,149	600	1,149	900	—	900	300

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

<R>

SD Signature - 155276

</R>

APPENDIX H

MGWB Excess Withdrawal Amount Examples

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 Withdrawal 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 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 Maximum Annual Withdrawal 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 Maximum Annual

Withdrawal) 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 Maximum Annual Withdrawal) 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 Maximum Annual Withdrawal 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 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 Maximum Annual Withdrawal) 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 Maximum Annual Withdrawal is then recalculated to be 7% of the

new EPA, $6,774.19 ($96,774.19 * 7%).

<R>

SD Signature - 155276

</R>

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 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 Maximum Annual

Withdrawal ($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 Maximum Annual Withdrawal) 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)).

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 Maximum Annual Withdrawal) 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 Maximum Annual Withdrawal is then recalculated

to be 7% of the new EPA, $6,774.19 ($96,774.19 * 7%).

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).

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

<R>

SD Signature - 155276

</R>

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).

<R>

SD Signature - 155276

</R>

ING USA Annuity and Life Insurance Company

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

<R>

SD Signature - 155276

04/30/2010

</R>

PART B

Statement of Additional Information

ING SmartDesign Signature

Deferred Combination Variable and Fixed Annuity Contract

Issued by

SEPARATE ACCOUNT B

ING USA ANNUITY AND LIFE INSURANCE COMPANY

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

DATE OF PROSPECTUS AND

STATEMENT OF ADDITIONAL INFORMATION:

April 30, 2010


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
Experts	1
Distribution of Contracts	1
Published Ratings	2
Accumulation Unit Value	2
Performance Information	3
Other Information	4
Financial Statements of ING USA Annuity and Life Insurance Company	5
Financial Statements of Separate Account B	5
Condensed Financial Information (Accumulation Unit Values)	5

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.

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.

Experts

The statements of assets and liabilities of Separate Account B as of December 31, 2009, and the related statements of operations and changes in net assets for the periods disclosed in the financial statements, and the financial statements of ING USA Annuity and Life Insurance Company as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, included in the Statement of Additional Information, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

The primary business address of Ernst & Young LLP is Suite 1000, 55 Ivan Allen Jr. Boulevard, Atlanta, GA 30308.

Distribution of Contracts

The offering of contracts under the prospectus associated with this Statement of Additional Information is continuous. Directed Services LLC, 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 Directed Services LLC. For the years ended 2009, 2008 and 2007 commissions paid by ING USA, including amounts paid by its affiliated Company, RLNY, to Directed Services LLC aggregated $275,329,257, $622,486,274 and $568,432,009, respectively. All commissions received by the distributor were passed through to the broker-dealers who sold the contracts. Directed Services LLC is located at 1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478.

Under a management services agreement, last amended in 1995, ING USA provides to Directed Services
LLC certain of its personnel to perform management, administrative and clerical services and the use of
certain facilities. ING USA charges Directed Services LLC 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 Directed Services
LLC. 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 $123,231,239, $139,224,091 and
$109,907,841 for the years ended 2009, 2008 and 2007, 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. Complete AUV
information for the AUVs calculated for this Contract is available in this SAI following the financial
statements of the separate account.


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

Financial Statements of ING USA Annuity and Life Insurance Company

Statements of Operations for the years ended December 31, 2009, 2008 and 2007

Balance Sheets as of December 31, 2009 and 2008

Statements of Changes in Shareholder’s Equity for the years ended December 31, 2009, 2008 and 2007

Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007

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

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

Statements of Assets and Liabilities as of December 31, 2009

Statements of Operations for the year ended December 31, 2009

Statements of Changes in Net Assets for the years ended December 31, 2009 and 2008

Notes to Financial Statements

Condensed Financial Information

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, 2009, 2008, and 2007	C-3
Balance Sheets as of December 31, 2009 and 2008	C-4
Statements of Changes in Shareholder's Equity for the years ended
December 31, 2009, 2008, and 2007	C-6
Statements of Cash Flows for the years ended
December 31, 2009, 2008, and 2007	C-8
Notes to Financial Statements	C-10

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, 2009 and 2008, 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, 2009. 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 financial position of ING USA Annuity and Life Insurance Company as of December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the financial statements, in 2009 the Company changed its method of accounting for the recognition and presentation of other-than-temporary impairments.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 31, 2010

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,
	2009	2008		2007
Revenue:
Net investment income	$ 1,416.5	$ 1,438.0	$ 1,346.4
Fee income	943.2	1,152.4		1,198.9
Premiums	694.1	19.1		19.6
Net realized capital losses:
Total other-than-temporary impairment losses	(607.6)	(1,028.1)		(153.3)
Portion of other-than-temporary impairment losses
recognized in Other comprehensive income (loss)	118.0	-		-
Net other-than-temporary impairments recognized in earnings	(489.6)	(1,028.1)		(153.3)
Other net realized capital losses	(2,011.6)	(453.6)		(237.9)
Total net realized capital losses	(2,501.2)	(1,481.7)		(391.2)
Other income	0.9	0.2		0.1
Total revenue	553.5	1,128.0		2,173.8
Benefits and expenses:
Interest credited and other benefits to contractowners	590.4	1,716.0		1,312.0
Operating expenses	386.1	291.7		269.6
Net amortization of deferred policy acquisition
costs and value of business acquired	(362.2)	680.5		408.1
Interest expense	32.9	30.5		32.5
Other expense	39.6	35.7		24.2
Total benefits and expenses	686.8	2,754.4		2,046.4
(Loss) income before income taxes	(133.3)	(1,626.4)		127.4
Income tax benefit	(136.5)	(245.2)		(1.6)
Net income (loss)	$ 3.2	$ (1,381.2)	$ 129.0

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,
	2009	2008
Assets
Investments:
Fixed maturities, available-for-sale, at fair value
(amortized cost of $17,724.3 at 2009 and $20,229.0 at 2008)	$ 17,156.5	$ 16,967.5
Equity securities, available-for-sale, at fair value
(cost of $150.8 at 2009 and $257.6 at 2008)	154.3	253.9
Short-term investments	2,044.0	111.7
Mortgage loans on real estate	3,413.2	3,923.3
Policy loans	131.6	144.4
Loan - Dutch State obligation	1,026.0	-
Limited partnerships/corporations	252.6	332.9
Derivatives	317.4	340.3
Other investments	23.9	24.4
Securities pledged (amortized cost of $1,079.4 at 2009
and $1,141.2 at 2008)	1,092.5	1,168.7
Total investments	25,612.0	23,267.1
Cash and cash equivalents	37.8	610.8
Short-term investments under securities loan agreement	169.0	130.4
Accrued investment income	187.3	214.5
Receivable for securities sold	7.6	9.1
Premium receivable	86.9	303.1
Deposits and reinsurance recoverable	3,350.0	5,349.3
Deferred policy acquisition costs	3,718.0	4,205.5
Value of business acquired	113.4	195.1
Sales inducements to contractowners	810.2	624.3
Short-term loan to affiliate	545.5	-
Due from affiliates	816.3	14.5
Current income tax recoverable	-	321.1
Other assets	398.7	481.9
Assets held in separate accounts	42,996.1	34,090.8
Total assets	$ 78,848.8	$ 69,817.5

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,
	2009	2008
Liabilities and Shareholder's Equity
Future policy benefits and claims reserves	$ 27,044.7	$ 32,570.7
Payable for securities purchased	115.7	4.1
Payables under securities loan agreement,
including collateral held	201.1	148.0
Borrowed money	311.1	483.1
Notes to affiliates	435.0	435.0
Due to affiliates	122.5	151.7
Current income taxes	69.0	-
Deferred income taxes	767.5	35.8
Other liabilities	4,045.2	1,130.8
Liabilities related to separate accounts	42,996.1	34,090.8
Total liabilities	76,107.9	69,050.0

Shareholder's equity:
Common stock (250,000 shares authorized, issued
and outstanding; $10 per share value)	2.5	2.5
Additional paid-in capital	5,172.7	4,335.4
Accumulated other comprehensive income (loss)	(512.8)	(1,333.7)
Retained deficit	(1,921.5)	(2,236.7)
Total shareholder's equity	2,740.9	767.5
Total liabilities and shareholder's equity	$ 78,848.8	$ 69,817.5

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 January 1, 2007	$ 2.5 $	3,978.4 $	(12.1) $	(984.5) $	2,984.3
Comprehensive income (loss):
Net income	-	-	-	129.0	129.0
Other comprehensive loss, net of tax:
Change in net unrealized capital gains (losses)
on securities ($(158.7) pretax), including
valuation allowance of $(46.9)	-	-	(149.7)	-	(149.7)
Pension liability ($3.4 pretax)	-	-	2.2	-	2.2
Other	-	-	(1.1)	-	(1.1)
Total comprehensive loss					(19.6)
Capital contribution	-	150.0	-	-	150.0
Employee share-based payments	-	4.3	-	-	4.3
Balance at December 31, 2007	2.5	4,132.7	(160.7)	(855.5)	3,119.0
Comprehensive loss:
Net loss	-	-	-	(1,381.2)	(1,381.2)
Other comprehensive loss, net of tax:
Change in net unrealized capital gains (losses)
on securities ($(1,831.4) pretax), including
valuation allowance of $17.1	-	-	(1,173.3)	-	(1,173.3)
Pension liability ($0.5 pretax)	-	-	0.3	-	0.3
Total comprehensive loss					(2,554.2)
Capital contribution from Parent	-	1,100.0	-	-	1,100.0
Capital distribution to Parent	-	(900.0)	-	-	(900.0)
Employee share-based payments	-	2.7	-	-	2.7
Balance at December 31, 2008	2.5	4,335.4	(1,333.7)	(2,236.7)	767.5

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 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, 2008	$ 2.5	$ 4,335.4	$ (1,333.7)	$ (2,236.7)	$ 767.5
Cumulative effect of change in
accounting principle, net of DAC
and tax	-	-	(312.0)	312.0	-
Comprehensive income:
Net income	-	-	-	3.2	3.2
Other comprehensive loss, net of tax:
Change in net unrealized capital
gains (losses) on securities
($1,744.7 pretax), including change
in tax valuation allowance of $(99.7)	-	-	1,233.6	-	1,233.6
Portion of other-than-temporary
impairment losses recognized in
other comprehensive income
(loss) ($(118.0) pretax), including
increase in tax valuation allowance
of $41.3	-	-	(118.0)	-	(118.0)
Change in other-than-temporary
impairment losses recognized in
other comprehensive income
(loss) ($17.9 pretax), including
decrease in tax valuation allowance
of $(6.3)	-	-	17.9	-	17.9
Pension liability ($0.9 pretax)	-	-	(0.6)	-	(0.6)
Total comprehensive income					1,136.1
Capital contribution from Parent	-	835.0	-	-	835.0
Employee share-based payments	-	2.3	-	-	2.3
Balance at December 31, 2009	$ 2.5	$ 5,172.7	$ (512.8)	$ (1,921.5)	$ 2,740.9

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,
	2009	2008		2007
Cash Flows from Operating Activities:
Net income (loss)	$ 3.2	$ (1,381.2)	$ 129.0
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Capitalization of deferred policy acquisition costs
and sales inducements	(477.4)	(888.6)		(864.5)
Net amortization of deferred policy acquisition costs,
value of business acquired, and sales inducements	(584.7)	910.2		528.3
Net accretion/decretion of discount/premium	55.2	74.7		52.2
Future policy benefits, claims reserves, and
interest credited	1,203.5	2,156.8		1,368.5
Provision for deferred income taxes	220.6	509.6		(69.0)
Net realized capital losses	2,501.2	1,481.7		391.2
Change in:
Accrued investment income	27.2	2.4		(33.2)
Reinsurance recoverable (excluding GICs)	(705.2)	(827.0)		(132.4)
Other receivables and asset accruals	318.4	(389.9)		2.5
Other reinsurance asset	(19.0)	(353.8)		-
Due to/from affiliates	(831.0)	64.5		56.0
Income tax recoverable	-	(361.8)		-
Other payables and accruals	1,499.6	17.9		42.9
Employee share-based payments	1.7	2.7		4.3
Other, net	(209.8)	163.8		2.2
Net cash provided by operating activities	3,003.5	1,182.0		1,478.0
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, or redemption of:
Fixed maturities, available-for-sale	6,830.0	7,478.8		10,631.8
Equity securities, available-for-sale	136.5	162.8		16.5
Mortgage loans on real estate	566.6	474.5		776.1
Limited partnership/corporations	92.6	533.9		15.2
Derivatives	193.4	235.8		261.7
Acquisition of:
Fixed maturities, available-for-sale	(3,162.7)	(7,002.2)		(15,767.5)
Equity securities, available-for-sale	(10.2)	(272.0)		(193.5)
Mortgage loans on real estate	(81.1)	(700.3)		(790.6)
Limited partnerships/corporations	(32.9)	(503.8)		(320.6)
Derivatives	(2,478.8)	(293.9)		(238.8)
Short-term investments, net	(1,931.1)	77.2		(53.8)
Loan-Dutch State obligation, net	180.5	-		-
Policy loans, net	12.8	-		-
Collateral held, net	14.5	6.2		11.5
Other, net	0.9	13.7		1.9
Net cash provided by (used in) investing activities	331.0	210.7		(5,650.1)

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.)

Statements of Cash Flows

(In millions)


	Year Ended December 31,
	2009	2008		2007
Cash Flows from Financing Activities:
Deposits received for investment contracts	$ 4,552.6	$ 8,473.0	$ 10,458.9
Maturities and withdrawals from investment contracts	(11,282.1)	(9,520.7)		(7,062.2)
Reinsurance recoverable on investment contracts	2,704.5	93.8		275.3
Notes to affiliates	(545.5)	-		-
Short-term repayments of repurchase agreements, net	(172.0)	(232.4)		(54.1)
Capital distribution to Parent	-	(900.0)		-
Capital contribution from Parent	835.0	1,100.0		150.0
Net cash (used in) provided by financing activities	(3,907.5)	(986.3)		3,767.9
Net (decrease) increase in cash and cash equivalents	(573.0)	406.4		(404.2)
Cash and cash equivalents, beginning of year	610.8	204.4		608.6
Cash and cash equivalents, end of year	$ 37.8	$ 610.8	$ 204.4
Supplemental cash flow information:
Income taxes (received) paid, net	$ (753.7)	$ (393.1)	$ 21.3
Interest paid	$ 35.4	$ 50.5	$ 67.1
Non-cash transfers:				-
Securities received from affiliate under reinsurance agreement	$ 2,084.7	-		-
Loan-Dutch State obligation	$ 1,206.5	-		-

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

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)

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 all states, except New York, and the District of Columbia.

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”.

As part of a restructuring plan approved by the European Commission (“EC”), ING has agreed
to separate its banking and insurance businesses by 2013. ING intends to achieve this
separation over the next four years by divestment of its insurance and investment management
operations, including the Company. ING has announced that it will explore all options for
implementing the separation including initial public offerings, sales, or a combination thereof.

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 broker-dealers, banks, life insurance companies with
captive agency sales forces, independent insurance agents, independent marketing
organizations, and affiliated broker-dealers. The Company’s primary annuity customers are
individual consumers. The Company intends to cease sales of its variable annuity products
during the first half of 2010, as part of a global business strategy and risk reduction plan.

The Company also offers guaranteed investment contracts and funding agreements (collectively
referred to as “GICs”), sold 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 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.

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)

Recently Adopted Accounting Standards

Measuring the Fair Value of Certain Alternative Investments

In September 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
Standards Update (“ASU”) 2009-12, “Fair Value Measurements and Disclosures (ASC Topic
820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its
Equivalent)” (“ASU 2009-12”), which allows the use of net asset value to estimate the fair
value of certain alternative investments, such as interests in hedge funds, private equity funds,
real estate funds, venture capital funds, offshore fund vehicles, and funds of funds. In addition,
ASU 2009-12 requires disclosures about the attributes of such investments.

The provisions of ASU 2009-12 were adopted by the Company on December 31, 2009. The
Company determined, however, that there was no effect on the Company’s financial condition,
results of operations, or cash flows upon adoption, as its guidance is consistent with that
previously applied by the Company under US GAAP. The disclosure provisions required by
ASU 2009-12 are presented in the Investments footnote to these financial statements.

Measuring Liabilities at Fair Value

In August 2009, the FASB issued ASU 2009-05, “Fair Value Measurements and Disclosures
(ASC Topic 820): Measuring Liabilities at Fair Value” (“ASU 2009-05”), which clarifies that in
circumstances where a quoted price in an active market for an identical liability is not available,
one of the following techniques should be used to measure a liability’s fair value:

§ The quoted price of the identical liability when traded as an asset; or
§ Quoted prices for similar liabilities or similar liabilities traded as assets; or
§ Another valuation technique consistent with the principles of ASC Topic 820, such as the
income approach or a market approach.

ASU 2009-05 also clarifies that restrictions preventing the transfer of a liability should not be
considered as an adjustment in the measurement of its fair value.

The provisions of ASU 2009-05 were adopted by the Company on December 31, 2009. The
Company determined, however, that there was no effect on the Company’s financial condition,
results of operations, or cash flows upon adoption, as its guidance is consistent with that
previously applied by the Company under US GAAP.

FASB Accounting Standards Codification

In June 2009, the FASB issued ASU 2009-01, “Topic 105 – Generally Accepted Accounting
Principles: amendments based on Statement of Financial Accounting Standards No. 168, The
FASB Accounting Standards Codification^TMand the Hierarchy of Generally Accepted
Accounting Principles” (“ASU 2009-01”), which confirms that as of July 1, 2009, the “FASB
Accounting Standards Codification^TM” (“the Codification” or “ASC”) is the single official
source of authoritative, nongovernmental US GAAP. All existing accounting standard

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)

documents are superseded, and all other accounting literature not included in the Codification is
considered nonauthoritative.

The Company adopted the Codification as of July 1, 2009. There was no effect on the
Company’s financial condition, results of operations, or cash flows. The Company has revised
its disclosures to incorporate references to the Codification topics.

Subsequent Events

In May 2009, the FASB issued new guidance on subsequent events, included in ASC Topic
855, “Subsequent Events,” which establishes:

§ The period after the balance sheet date during which an entity should evaluate events or
transactions for potential recognition or disclosure in the financial statements;
§ The circumstances under which an entity should recognize such events or transactions in its
financial statements; and
§ Disclosures regarding such events or transactions and the date through which an entity has
evaluated subsequent events.

These provisions, as included in ASC Topic 855, were adopted by the Company on June 30,
2009. In addition, in February 2010, the FASB issued ASU 2010-09, “Subsequent Events
(Topic 855): Amendments to Certain Recognition and Disclosure Requirements”, which
clarifies that an SEC filer should evaluate subsequent events through the date the financial
statements are issued and eliminates the requirement for an SEC filer to disclose that date,
effective upon issuance. The Company determined that there was no effect on the Company’s
financial condition, results of operations, or cash flows upon adoption, as the guidance is
consistent with that previously applied by the Company under U.S. auditing standards. The
disclosure provisions included in ASC Topic 855, as amended, are presented in this
Organization and Significant Accounting Policies footnote.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued new guidance on determining fair value when the volume and
level of activity for the asset or liability have significantly decreased and identifying
transactions that are not orderly, included in ASC Topic 820, “Fair Value Measurements and
Disclosures,” which confirms that fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between market participants at the
measurement date under current market conditions. In addition, this guidance, as included in
ASC Topic 820:

§ Clarifies factors for determining whether there has been a significant decrease in market
activity for an asset or liability;
§ Requires an entity to determine whether a transaction is not orderly based on the weight of
the evidence; and

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)


§	Requires an entity to disclose in interim and annual periods the input and valuation
	technique used to measure fair value and any change in valuation technique.

These provisions, as included in ASC Topic 820, were adopted by the Company on April 1,
2009. The Company determined, however, that there was no effect on the Company’s financial
condition, results of operations, or cash flows upon adoption, as its guidance is consistent with
that previously applied by the Company under US GAAP.

Recognition and Presentation of Other-Than-Temporary Impairments

In April 2009, the FASB issued new guidance on recognition and presentation of other-than-
temporary impairments, included in ASC Topic 320, “Investments-Debt and Equity Securities,”
which requires:

§	Noncredit related impairments to be recognized in other comprehensive income (loss), if
	management asserts that it does not have the intent to sell the security and that it is more
	likely than not that the entity will not have to sell the security before recovery of the
	amortized cost basis;
§	Total other-than-temporary impairments (“OTTI”) to be presented in the statement of
	earnings with an offset recognized in other comprehensive income (loss) for the noncredit
	related impairments;
§	A cumulative effect adjustment as of the beginning of the period of adoption to reclassify
	the noncredit component of a previously recognized other-than-temporary impairment from
	retained earnings to accumulated other comprehensive income (loss); and
§	Additional interim disclosures for debt and equity securities regarding types of securities
	held, unrealized losses, and other-than-temporary impairments.

These provisions, as included in ASC Topic 320, were adopted by the Company on April 1,
2009. As a result of implementation, the Company recognized a cumulative effect of change in
accounting principle of $312.0 after considering the effects of deferred policy acquisition costs
(“DAC”) and income taxes of $(139.1) and $48.6, respectively, as an increase to April 1, 2009
Retained earnings (deficit) with a corresponding decrease to Accumulated other comprehensive
income (loss).

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)

In addition, the Company recognized an increase in amortized cost for previously impaired
securities due to the recognition of the cumulative effect of change in accounting principle as of
April 1, 2009, as follows:


	Change in
	Amortized Cost
Fixed maturities:
U.S. corporate, state and municipalities	$ 53.3
Foreign	69.2
Residential mortgage-backed	64.3
Commercial mortgage-backed	92.6
Other asset-backed	123.1
Total investments, available-for-sale	$ 402.5

The disclosure provisions, as included in ASC Topic 320, are presented in the Investments
footnote to these financial statements.

Interim Disclosures about Fair Value of Financial Instruments

In April 2009, the FASB issued new guidance on interim disclosures about fair value of
financial instruments, included in ASC Topic 825, “Financial Instruments,” which requires that
the fair value of financial instruments be disclosed in an entity’s interim financial statements, as
well as in annual financial statements. The provisions included in ASC Topic 825 also require
that fair value information be presented with the related carrying value and that the method and
significant assumptions used to estimate fair value, as well as changes in method and significant
assumptions, be disclosed.

These provisions, as included in ASC Topic 825, were adopted by the Company on April 1,
2009 and are presented in the Financial Instruments footnote to these financial statements. As
the pronouncement only pertains to additional disclosure, the adoption had no effect on the
Company’s financial condition, results of operations, or cash flows.

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued new guidance on disclosures about derivative instruments and
hedging activities, included in ASC Topic 815, “Derivatives and Hedging,” which requires
enhanced disclosures about objectives and strategies for using derivatives, fair value amounts of
and gains and losses on derivative instruments, and credit-risk-related contingent features in
derivative agreements, including:

§ How and why derivative instruments are used;
§ How derivative instruments and related hedged items are accounted for under US GAAP for
derivative and hedging activities; and
§ How derivative instruments and related hedged items affect an entity’s financial statements.

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)

These provisions, as included in ASC Topic 815, were adopted by the Company on January 1,
2009 and are included in the Financial Instruments footnote to these financial statements. As the
pronouncement only pertains to additional disclosure, the adoption had no effect on the
Company’s financial condition, results of operations, or cash flows. In addition, the Company’s
derivatives are generally not accounted for using hedge accounting treatment under ASC Topic
815, as the Company has not historically sought hedge accounting treatment.

Business Combinations

In December 2007, the FASB issued new guidance on business combinations, included in ASC
Topic 805, “Business Combinations.” ASC Topic 805 requires most identifiable assets,
liabilities, noncontrolling interest, and goodwill acquired in a business combination to be
recorded at full fair value as of the acquisition date, even for acquisitions achieved in stages. In
addition, the guidance requires:

§ Acquisition-related costs to be recognized separately and generally expensed;
§ Non-obligatory restructuring costs to be recognized separately when the liability is incurred;
§ Contractual contingencies acquired to be recorded at acquisition-date fair values;
§ A bargain purchase, which occurs when the fair value of net assets acquired exceeds the
consideration transferred plus any non-controlling interest in the acquiree, to be recognized
as a gain; and
§ The nature and financial effects of the business combination to be disclosed.

These provisions, as included in ASC Topic 805, also amend or eliminate various other
authoritative literature.

In addition, in April 2009, the FASB issued new guidance on accounting for assets acquired and
liabilities assumed in a business combination that arise from contingencies, which rescinds
requirements to recognize contingent assets and liabilities acquired in a business combination at
fair value on the acquisition date, and reinstates certain previous guidance to value many of
those contingencies under ASC Topic 450, “Contingencies.”

These provisions, as included in ASC Topic 805, were adopted by the Company on January 1,
2009. The Company determined, however, that there was no effect on the Company’s financial
condition, results of operations, or cash flows as of December 31, 2009, as there have been no
acquisitions for the year ended December 31, 2009.

Equity Method Investment Accounting

In November 2008, a consensus was reached on new guidance on equity method investment
accounting considerations, included in ASC Topic 323, “Investments-Equity Method and Joint
Ventures,” which requires, among other provisions, that:

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)

§ Equity method investments be initially measured at cost;
§ Contingent consideration only be included in the initial measurement;
§ An investor recognize its share of any impairment charge recorded by the equity investee;
and
§ An investor account for a share issuance by an equity investee as if the investor had sold a
proportionate share of its investment.

These provisions, as included in ASC Topic 323, were adopted by the Company on January 1,
2009. The Company determined, however, that there was no effect on the Company’s financial
condition, results of operations, or cash flows as of December 31, 2009, as there have been no
acquisitions or changes in ownership for the year ended December 31, 2009.

New Accounting Pronouncements

Scope Exception Related to Embedded Credit Derivatives

In March 2010, the FASB issued ASU 2010-11, “Derivatives and Hedging (ASC Topic 815):
Scope Exception Related to Embedded Credit Derivatives” (“ASU 2010-11”), which clarifies
that the only type of embedded credit derivatives that are exempt from bifurcation requirements
are those that relate to the subordination of one financial instrument to another. The provisions
of ASU 2010-11 are effective as of the beginning of the first fiscal quarter after June 15, 2010,
with early adoption permitted. The Company does not expect an impact on its financial
condition, results of operations, or cash flows upon adoption, as the guidance is consistent with
that previously applied by the Company under ASC Topic 815.

Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, “Fair Value Measurements and Disclosure
(ASC Topic 820): Improving Disclosures about Fair Value Measurements,” (“ASU 2010-06”),
which requires several new disclosures, as well as clarification to existing disclosures, as
follows:

§ Significant transfers in and out of Level 1 and Level 2 fair value measurements and the
reason for the transfers;
§ Purchases, sales, issuances, and settlement, in the Level 3 fair value measurements
reconciliation on a gross basis;
§ Fair value measurement disclosures for each class of assets and liabilities (i.e.,
disaggregated); and
§ Valuation techniques and inputs for both recurring and nonrecurring fair value
measurements that fall in either Level 2 or Level 3 fair value measurements.

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)

The provisions of ASU 2010-06 are effective for interim and annual reporting periods beginning
after December 15, 2009, except for the disclosures related to the Level 3 reconciliation, which
are effective for fiscal years beginning after December 15, 2010, and for interim periods within
those fiscal years. The Company is currently in the process of determining the impact of
adoption of the provisions of ASU 2010-06.

Accounting and Reporting Decreases in Ownership of a Subsidiary

In January 2010, the FASB issued ASU 2010-02 “Consolidations (ASC Topic 810): Accounting
and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification,” (“ASU
2010-02”), which clarifies that the scope of the decrease in ownership provisions applies to the
following:

§ A subsidiary or group of assets that is a business or nonprofit activity;
§ A subsidiary that is a business or nonprofit activity that is transferred to an equity method
investee or joint venture; and
§ An exchange of a group of assets that constitutes a business or nonprofit activity for a
noncontrolling interest in an entity (including an equity method investee or joint venture).

ASU 2010-02 also notes that the decrease in ownership guidance does not apply to sales of in
substance real estate and expands disclosure requirements.

The provisions of ASU 2010-02 are effective as of the beginning of the first interim or annual
reporting period after December 15, 2009, and are required to be applied retrospectively to
January 1, 2009. The Company is currently in the process of determining the impact of
adoption of the provisions of ASU 2010-02.

Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17, “Consolidations (ASC Topic 810):
Improvements to Financial Reporting by Enterprises Involved in Variable Interest Entities,”
(“ASU 2009-17”), which eliminates the exemption for qualifying special-purpose entities
(“QSPEs”), as well as amends the consolidation guidance for variable interest entities (“VIEs”),
as follows:

§ Removes the quantitative-based assessment for consolidation of VIEs and, instead, requires
a qualitative assessment of whether an entity has the power to direct the VIE’s activities,
and whether the entity has the obligation to absorb losses or the right to reserve benefits that
could be significant to the VIE; and
§ Requires an ongoing reassessment of whether an entity is the primary beneficiary of a VIE.

In addition, in February 2010, the FASB issued ASU 2010-10, “Consolidation (ASC Topic
810): Amendments for Certain Investment Funds” (ASU 2010-10), which primarily defers ASU
2009-17 for an investment in an entity that is accounted for as an investment company.

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)

The provisions of ASU 2009-17 and ASU 2010-10 are effective as of the beginning of the first
fiscal year that begins after November 15, 2009, and for subsequent interim and annual
reporting periods. The Company is currently in the process of determining the impact of
adoption of the provisions of ASU 2009-17 and ASU 2010-10.

Accounting for Transfers of Financial Assets

In December 2009, the FASB issued ASU 2009-16 “Transfers & Servicing (ASC Topic 860):
Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which eliminates the QSPE
concept and requires a transferor of financial assets to:

§ Consider the transferor’s continuing involvement in assets, limiting the circumstances in
which a financial asset should be derecognized when the transferor has not transferred the
entire asset to an entity that is not consolidated;
§ Account for the transfer as a sale only if an entity transfers an entire financial asset and
surrenders controls, unless the transfer meets the conditions for a participating interest; and
§ Recognize and initially measure at fair value all assets obtained and liabilities incurred as a
result of a transfer of financial assets accounted for as a sale.

The provisions of ASU 2009-16 are effective as of the beginning of the first fiscal year that
begins after November 15, 2009, and for subsequent interim and annual reporting periods. The
Company is currently in the process of determining the impact of adoption of the provisions of
ASU 2009-16.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally
accepted in the United States (“US GAAP”) 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.

Reclassifications

Certain reclassifications have been made to prior year financial information to conform to
current year classifications.

Cash and Cash Equivalents

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

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)

Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure through the date
the financial statements, as of December 31, 2009 and for the three years ended December 31,
2009, 2008, and 2007, were issued.

Investments

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

Other-Than-Temporary-Impairments

The Company analyzes its general account investments to determine whether there has been an
other-than-temporary decline in fair value below the amortized cost basis. Factors considered in
this analysis include, but are not limited to, the length of 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, interest rate changes, and changes in ratings of
the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be
required to sell a security before recovery of its cost basis, management evaluates facts and
circumstances such as, but not limited to, decisions to rebalance the investment portfolio and
sales of investments to meet cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it
will be required to sell a security before recovery of its amortized cost basis and the fair value
has declined below amortized cost (“intent impairment”) the individual security is written down
from amortized cost to fair value and a corresponding charge is recorded in Net realized capital
gains (losses) on the Statements of Operations as an other-than-temporary impairment
(“OTTI”). If the Company does not intend to sell the security nor is it more likely than not it
will be required to sell the security before recovery of its amortized cost basis, but the Company
has determined that there has been an other-than-temporary decline in fair value below the
amortized cost basis, the OTTI is bifurcated into the amount representing the present value of
the decrease in cash flows expected to be collected (“credit impairment”) and the amount
related to other factors (“noncredit impairment”). The credit impairment is recorded in Net
realized capital gains (losses) on the Statements of Operations. The noncredit impairment is
recorded in Other comprehensive income (loss) on the Balance Sheets in accordance with the
requirements of ASC Topic 320.

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)

In order to determine the amount of the OTTI that is considered a credit impairment, the
Company estimates the recovery value by performing a discounted cash flow analysis based
upon the best estimate of expected future cash flows, discounted at the effective interest rate
implicit in the underlying debt security. The effective interest rate is the original yield for a
fixed rate security or current coupon yield for a floating rate security.

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 of Investments and Derivatives

The Company utilizes a number of valuation methodologies to determine the fair values of its
financial assets and liabilities in conformity with the concepts of “exit price” and the fair value
hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third party
commercial pricing services, brokers, and industry-standard vendor-provided software that
models the value based on market observable inputs. The valuations obtained from brokers and
third-party commercial pricing services are non-binding. The valuations are reviewed and
validated monthly through the internal valuation committee price variance review, comparisons
to internal pricing models, back testing to recent trades, or monitoring of trading volumes.

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy
and relevance of the fair values. There were no material changes to the valuation methods or
assumptions used to determine fair values during 2009.

The following valuation methods and assumptions were used by the Company in estimating
reported values for the investments and derivatives described below:

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are
determined based upon the quoted market prices and are classified as Level 1 assets. The fair
values for marketable bonds without an active market, excluding subprime residential
mortgage-backed securities, are obtained through several commercial pricing services, which
provide the estimated fair values and are classified as Level 2 assets. These services incorporate
a variety of market observable information in their valuation techniques, including benchmark
yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other reference data.

Fair values of privately placed bonds are determined using a matrix-based pricing model and are
classified as Level 2 assets. 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 its 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.

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)

The fair values for certain collateralized mortgage obligations (“CMO-Bs”) are determined by
taking the average of broker quotes when more than one broker quote is provided.
Approximately three broker quotes are currently being provided for these securities. A few of
the CMO-Bs are priced by the originating broker due to the complexity and unique
characteristics of the assets. CMO-Bs are classified as Level 3 assets due to the lack of
corroborating evidence to support a higher level and the inactivity of the market for these bonds.

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”),
particularly subprime and Alt-A RMBS, declined during 2008 as a result of the dislocation of
the credit markets. During 2008 and 2009, the Company continued to obtain pricing
information from commercial pricing services and brokers. However, the pricing for subprime
and Alt-A RMBS did not represent regularly occurring market transactions since the trading
activity declined significantly in the second half of 2008. As a result, the Company concluded
in the second half of 2008 that the market for subprime and Alt-A RMBS was inactive and
classified these securities as Level 3 assets. The Company did not change its valuation
procedures, which are consistent with those used for Level 2 marketable bonds without an
active market, as a result of determining that the market was inactive. While the market for
subprime and Alt-A RMBS remained largely inactive in the first half of 2009 compared to prior
years, the Company noted an increase in trade activity of Alt-A RMBS during the second half of
2009. Therefore, the Company determined that the Alt-A RMBS should be transferred to Level
2 of the valuation hierarchy as its overall assessment of the market is that it is now active. The
market for subprime RMBS remains largely inactive, and as such these securities will remain in
Level 3 of the valuation hierarchy. The Company will continue to monitor market activity for
RMBS to determine proper classification in the valuation hierarchy.

Broker quotes and prices obtained from pricing services are reviewed and validated monthly
through an internal valuation committee price variance review, comparisons to internal pricing
models, back testing to recent trades, or monitoring of trading volumes. At December 31, 2009,
$96.6 and $13.1 billion of a total of $18.2 billion in fixed maturities were valued using
unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively,
and verified through the review process. The remaining balance in fixed maturities consisted
primarily of privately placed bonds valued using a matrix-based pricing model and CMO-Bs
valued using average broker quotes.

Generally, the Company does not obtain more than one vendor price from pricing services per
instrument. The Company uses a hierarchy process in which prices are obtained from a primary
vendor, and, if that vendor is unable to provide the price, the next vendor in the hierarchy is
contacted until a price is obtained or it is determined that a price cannot be obtained from a
commercial pricing service. When a price cannot be obtained from a commercial pricing
service, broker quotes are solicited. All prices and broker quotes obtained, with the exception
of CMO-B securities, go through the review process described above including valuations for
which only one broker quote is obtained. After review, for those instruments where the price is
determined to be appropriate, the unadjusted price provided is used for financial statement
valuation. If it is determined that the price is questionable, another price may be requested from
a different vendor. The internal valuation committee then reviews all prices for the instrument

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)

again, along with information from the review, to determine which price best represents “exit
price” for the instrument.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based
upon quoted market price and are classified as Level 1 assets. Other equity securities, typically
private equities or equity securities not traded on an exchange, are valued by other sources such
as analytics or brokers and are classified as Level 3 assets.

Short-term investments: The fair values for certain short-term investments are determined based
on quoted market prices. These assets are classified as Level 1. Other short-term investments
are valued and classified in the fair value hierarchy consistent with the policies described herein,
depending on investment type.

Derivatives: The carrying amounts for these financial instruments, which can be assets or
liabilities, reflect the fair value of the assets and liabilities. Derivatives are carried at fair value
(on the Balance Sheets), which is determined using the Company’s derivative accounting
system in conjunction with observable key financial data from third party sources, such as yield
curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank
Offered Rates (“LIBOR”), which are obtained from third party sources and uploaded into the
system. For those derivatives that are unable to be valued by the accounting system, the
Company typically utilizes values established by third party brokers. Counterparty credit risk is
considered and incorporated in the Company’s valuation process through counterparty credit
rating requirements and monitoring of overall exposure. It is the Company’s policy to transact
only with investment grade counterparties with a credit rating of A- or better. Valuations for the
Company’s futures contracts are based on unadjusted quoted prices from an active exchange
and, therefore, are classified as Level 1. The Company also has certain credit default swaps and
options that are priced using models that primarily use market observable inputs, but contain
inputs that are not observable to market participants, which have been classified as Level 3.
However, all other derivative instruments are valued based on market observable inputs and are
classified as Level 2.

Embedded derivatives - Investment contract guarantees: The Company records liabilities, which
can be either positive or negative, for annuity contracts containing guaranteed riders for
Guaranteed Minimum Accumulation Benefits (“GMABs”) and Guaranteed Minimum
Withdrawal Benefits (“GMWBs”) without life contingencies in accordance with US GAAP for
derivative instruments and hedging activities. The guarantee is treated as an embedded
derivative and is required to be reported separately from the host variable annuity contract. The
fair value of the obligation is calculated based on actuarial and capital market assumptions
related to the projected cash flows, including benefits and related contract charges, over the
anticipated life of the related contracts. The cash flow estimates are produced by using
stochastic techniques under a variety of market return scenarios and other best estimate
assumptions. These derivatives are classified as Level 3 assets in the fair value hierarchy.

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)

The Company also records for its fixed indexed annuity (“FIA”) contracts an embedded
derivative liability for interest payments to contractholders above the minimum guaranteed
interest rate, in accordance with US GAAP for derivative instruments and hedging activities.
The guarantee is treated as an embedded derivative and is required to be reported separately
from the host contract. The fair value of the obligation is calculated based on actuarial and
capital market assumptions related to the projected cash flows, including benefits and related
contract charges, over the anticipated life of the related contracts. The cash flow estimates are
produced by best estimate assumptions. These derivatives are classified as Level 3 assets in the
fair value hierarchy.

Nonperformance risk for investment contract guarantees contains adjustments to the fair values
of these contract liabilities related to the current credit standing of ING and the Company based
on credit default swaps with similar term to maturity and priority of payment. The ING credit
default swap spread is applied to the discount factors for FIAs and the risk-free rates for
GMABs and GMWBs in the Company’s valuation models in order to incorporate credit risk
into the fair values of these investment contract guarantees. As of December 31, 2009, the
credit spreads of ING and the Company decreased by approximately 158 basis points from
December 31, 2008, which resulted in changes in the valuation of the reserves for all investment
contract guarantees.

Embedded derivative - reinsurance: The carrying value of the embedded derivative is estimated
based upon the change in the fair value of the assets supporting the funds withheld payable
under the combined coinsurance and coinsurance funds withheld reinsurance agreement
between the Company and Security Life of Denver International Limited (“SLDI”). As the fair
value of the assets held in trust is based on a quoted market price (Level 1), the fair value of the
embedded derivative is based on market observable inputs and is classified as Level 2.

The following investments are reported at values other than fair value on the Balance Sheets and
are therefore not categorized in the fair value hierarchy:

Mortgage loans on real estate: Mortgage loans on real estate are reported at amortized cost, less
impairment write-downs and allowance for losses. 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. For those
mortgages that are determined to require foreclosure, the carrying value is reduced to the fair
value of the underlying collateral, net of estimated costs to obtain and sell at the point of
foreclosure. The carrying value of the impaired loans is reduced by establishing a permanent
write-down recorded in Net realized capital gains (losses).

Policy loans: The reported value of policy loans is equal to the carrying, or cash surrender,
value of the loans. Policy loans are fully collateralized by the account value of the associated
insurance contracts.

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)

Loan - Dutch State obligation: The reported value of The State of the Netherlands (the “Dutch
State”) loan obligation is based on the outstanding loan balance plus any unamortized premium.

Limited partnerships/corporations: The carrying value for these investments, primarily private
equities and hedge funds, is determined based on the Company’s degree of influence over the
investee’s operating and financial policies along with the percent of the investee that the
Company owns. Those investments where the Company has determined it has significant
influence are accounted for under the equity method, with the remainder accounted for under
the cost method.

Other investments: Other investments are comprised primarily of investments in joint ventures,
accounted for under the equity method, and real estate reported at cost.

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 capital gains (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.

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities
(“dollar rolls”) and repurchase agreements with other collateral types to increase its return on
investments and improve liquidity. Such arrangements typically meet the requirements to be
accounted for as financing arrangements. The Company enters into dollar roll transactions by
selling existing mortgage-backed securities and concurrently entering into an agreement to
repurchase similar securities within a short time frame in the future at a lower price. Under
repurchase agreements, the Company borrows cash from a counterparty at an agreed upon
interest rate for an agreed upon time frame and pledges collateral in the form of securities. At
the end of the agreement, the counterparty returns the collateral to the Company and the
Company, in turn, repays the loan amount along with the additional agreed upon interest.
Company policy requires that at all times during the term of the dollar roll and repurchase
agreements that cash or other collateral types obtained is sufficient to allow the Company to
fund substantially all of the cost of purchasing replacement assets (the “Required Collateral
Value Amount”). Cash collateral received is invested in short term investments, with the
offsetting collateral liability included in Borrowed money on the Balance Sheets. At
December 31, 2009 and 2008, the carrying value of the securities pledged in dollar rolls and
repurchase agreement transactions was $354.1 and $562.8, respectively, and is included in
Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and
repurchase agreements, including accrued interest, totaled $311.1 and $483.1 at December 31,
2009 and 2008, respectively, and is included in Borrowed money on the Balance Sheets. In
addition to the repurchase obligation, the Company holds $28.9 in collateral posted by the
counterparty in connection with the increase in the value of pledged securities that will be
released upon settlement.

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)

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 policy requires that, at all times during the term of the reverse repurchase
agreements, cash or other collateral types provided is sufficient to allow the counterparty to
fund substantially all of the cost of purchasing replacement assets. At December 31, 2009 and
2008, the Company did not have any securities pledged under reverse repurchase agreements.

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 immaterial at December 31, 2009. The Company believes the
counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially
responsible and that the counterparty risk is minimal, based on counterparty ongoing monitoring
processes.

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. At December 31, 2009 and
2008, the fair value of loaned securities was $163.7 and $125.4, respectively, and is included in
Securities pledged on the Balance Sheets.

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 US GAAP, as the Company has not historically sought hedge accounting
treatment.

The Company enters into interest rate, equity market, credit default, and currency contracts,
including swaps, caps, floors, options and futures, 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 utilizes options and futures on equity indices to reduce and
manage risks associated with its annuity products. Open derivative contracts are reported as
either Derivatives 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.

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)

If the Company’s current debt and claims paying ratings were downgraded in the future, the
terms in the Company’s derivative agreements may be triggered, which could negatively impact
overall liquidity. For the majority of the Company’s counterparties, there is a termination event
should the Company’s long term debt ratings drop below BBB+/Baal.

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-term or long-term), exchange rates, prepayment rates, equity markets, or
credit ratings/spreads.

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

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.

In addition, the Company has entered into a coinsurance with funds withheld arrangement
which contains an embedded derivative whose fair value is based on the change in the fair value
of the underlying assets held in trust. The embedded derivative within the coinsurance
arrangement is 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

General

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.

Current US GAAP guidance for universal life and investment-type products, such as fixed and
variable deferred annuities, indicates 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.

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)

Internal Replacements

Contractowners may periodically exchange one contract for another, or make modifications to
an existing contract. Beginning January 1, 2007, these transactions are identified as internal
replacements and are accounted for in accordance with current US GAAP guidance for DAC
related to modification or exchange of insurance contracts.

Internal replacements that are determined to result in substantially unchanged contracts are
accounted for as continuations of the replaced contracts. Any costs associated with the issuance
of the new contracts are considered maintenance costs and expensed as incurred. Unamortized
DAC and VOBA related to the replaced contracts continue to be deferred and amortized in
connection with the new contracts as follows:

§ For deferred annuities, the estimated future gross profits of the new contracts are treated as
revisions to the estimated future gross profits of the replaced contracts in the determination
of amortization.
§ As of January 1, 2007, internal replacements that are determined to result in contracts that
are substantially changed are accounted for as extinguishments of the replaced contracts,
and any unamortized DAC and VOBA related to the replaced contracts are written off to
Net amortization of deferred policy acquisition costs and value of business acquired in the
Statements of Operations.

Unlocking

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 estimated future hedging and guaranteed benefit costs, 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-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)

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 future gross profits 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, sustained
increases in investment, mortality, and expense margins, and thus estimated future profits, lower
the rate of amortization. Sustained decreases in investment, mortality, and expense margins,
and thus estimated future gross profits, however, increase the rate of amortization.

Reserves

The Company establishes and carries actuarially-determined reserves that are calculated to meet
its future obligations. 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. Changes in, or deviation from the assumptions used can
significantly affect the Company’s reserve level and related future operations.

Future policy benefits and claims reserves include reserves for deferred annuities and immediate
annuities with and without life contingent payouts, universal and traditional life insurance
contracts, and GICs.

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. Deferred annuity crediting rates and reserve interest rates varied by product up
to a maximum of 10.0% for 2009, 2008, and 2007.

Reserves for individual immediate annuities with life contingent payout benefits are computed
on the basis of assumed interest discount rates, mortality, and expenses, including a margin for
adverse deviations. Such assumptions generally vary by annuity plan type, year of issue, and
policy duration. For 2009, 2008, and 2007, immediate annuity reserve interest discount rates
varied up to a maximum of 8.0%.

Reserves for FIAs are computed in accordance with the requirements of FASB ASC Topic 944,
“Financial Services – Insurance”, Topic 815, “Derivatives and Hedging”, and Topic 820, “Fair
Value Measurements and Disclosures”. 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-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)

Under the requirements of ASC Topic 944, the Company calculates additional reserve liabilities
for certain variable annuity guaranteed benefits and for universal life products with certain
patterns of cost of insurance charges and certain other fees. The additional reserve for such
products 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 that meets the requirements
for additional reserves as outlined in ASC Topic 944, and calculates an additional reserve by
accumulating amounts equal to the benefit ratio multiplied by the assessments for each period,
reduced by excess benefits during the period. The additional reserve is accumulated at interest
rates using rates consistent with the deferred policy acquisition costs model 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.

GMABs and GMWBs without life contingent payouts are considered to be derivatives under
ASC Topic 815 and Topic 820. 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.

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. 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, surrenders, 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.

Premiums on the Statements of Operations primarily represent amounts received under
traditional life insurance policies.

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)

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 or its affiliates.

Separate account assets supporting variable options under variable annuity contracts are
invested, as designated by the contractowner or participant (who bears the investment risk
subject, in limited cases, to minimum guaranteed rates) under a contract, in shares of mutual
funds that are managed by the Company or its affiliates, or in other selected mutual funds not
managed by the Company or its affiliates.

The Company reports separately, as assets and liabilities, investments held in the separate
accounts and liabilities of separate accounts if:

§ such separate accounts are legally recognized;
§ assets supporting the contract liabilities are legally insulated from the Company’s general
account liabilities;
§ investments are directed by the contractholder;
§ and, all investment performance, net of contract fees and assessments, is passed through to
the contractholder.

The Company reports separate account assets and liabilities that meet the above criteria at fair
value based on the fair value of the underlying investments. Investment income and net realized
and unrealized capital gains (losses) of the separate accounts, however, are not reflected in the
Statements of Operations. 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 above criteria 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, 2009 and 2008, unrealized capital gains (losses) of $56.6 and
$(243.5), respectively, after taxes, on assets supporting a guaranteed interest option are reflected
in Shareholder’s equity.

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)

Reinsurance

The Company utilizes reinsurance agreements to reduce its exposure to large losses in most
aspects of its insurance business. Such reinsurance permits recovery of a portion of losses from
reinsurers, although it does not discharge the primary liability of the Company as the direct
insurer of the risks reinsured. The Company evaluates the financial strength of potential
reinsurers and continually monitors the financial condition of 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 7.9% of the Company’s ordinary life insurance in force and
29.2% 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 $12.4, $13.7, and $14.8, were incurred during the years ended December 31,
2009, 2008, and 2007, 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-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)

2. Investments

Fixed Maturities and Equity Securities

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31,
2009.


		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital		Fair
	Cost	Gains	Losses	OTTI⁽²⁾	Value
Fixed maturities:
U.S. Treasuries	$ 4,201.0	$ 2.5	$ 80.0	$ -	$ 4,123.5
U.S. government agencies and authorities	26.1	0.1	1.6	-	24.6
State, municipalities, and political
subdivisions	47.8	2.2	5.2	-	44.8

U.S. corporate securities:
Public utilities	997.4	57.5	6.9	-	1,048.0
Other corporate securities	4,290.8	247.8	71.8	0.4	4,466.4
Total U.S. corporate securities	5,288.2	305.3	78.7	0.4	5,514.4

Foreign securities⁽¹⁾:
Government	369.8	23.8	8.3	-	385.3
Other	2,880.8	131.7	78.5	0.4	2,933.6
Total foreign securities	3,250.6	155.5	86.8	0.4	3,318.9

Residential mortgage-backed securities	1,758.9	210.7	150.7	70.9	1,748.0
Commercial mortgage-backed securities	3,012.5	25.3	448.2	-	2,589.6
Other asset-backed securities	1,218.6	11.8	316.8	28.4	885.2

Total fixed maturities, including securities
pledged	18,803.7	713.4	1,168.0	100.1	18,249.0
Less: securities pledged	1,079.4	35.3	22.2	-	1,092.5
Total fixed maturities	17,724.3	678.1	1,145.8	100.1	17,156.5
Equity securities	150.8	4.3	0.8	-	154.3

Total investments, available-for-sale	$ 17,875.1	$ 682.4	$ 1,146.6	$ 100.1	$ 17,310.8

⁽¹⁾	Primarily U.S. dollar denominated.
^(s)	Represents other-than-temporary impairments reported as a component of Other comprehensive income ("noncredit impairments").

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)

Fixed maturities and equity securities, available-for-sale, were as follows as of December 31,
2008.


		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital	Fair
	Cost	Gains	Losses	Value
Fixed maturities:
U.S. Treasuries	$ 1,109.3	$ 74.3	$ 0.3	$ 1,183.3
U.S. government agencies and authorities	255.8	20.9	-	276.7
State, municipalities, and political subdivisions	48.2	0.3	9.0	39.5

U.S. corporate securities:
Public utilities	1,229.3	5.3	114.3	1,120.3
Other corporate securities	5,516.4	68.7	606.0	4,979.1
Total U.S. corporate securities	6,745.7	74.0	720.3	6,099.4

Foreign securities⁽¹⁾:
Government	413.3	3.6	64.4	352.5
Other	3,448.6	11.1	459.9	2,999.8
Total foreign securities	3,861.9	14.7	524.3	3,352.3

Residential mortgage-backed securities	4,264.0	122.3	803.0	3,583.3
Commercial mortgage-backed securities	3,585.1	-	1,027.9	2,557.2
Other asset-backed securities	1,500.2	9.2	464.9	1,044.5

Total fixed maturities, including securities pledged	21,370.2	315.7	3,549.7	18,136.2
Less: securities pledged	1,141.2	57.4	29.9	1,168.7
Total fixed maturities	20,229.0	258.3	3,519.8	16,967.5
Equity securities	257.6	0.3	4.0	253.9

Total investments, available-for-sale	$ 20,486.6	$ 258.6	$ 3,523.8	$ 17,221.4
⁽¹⁾Primarily U.S. dollar denominated.

At December 31, 2009 and 2008, net unrealized losses were $551.2 and $3,237.7, respectively,
on total fixed maturities, including securities pledged to creditors, and equity securities.

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)

The amortized cost and fair value of fixed maturities, excluding securities pledged, as of
December 31, 2009, are shown below by contractual maturity. Actual maturities may differ
from contractual maturities as securities may be restructured, called, or prepaid.


	Amortized	Fair
	Cost	Value
Due to mature:
One year or less	$ 493.7	$ 496.6
After one year through five years	5,322.7	5,505.3
After five years through ten years	3,875.6	3,957.2
After ten years	3,121.7	3,067.1
Mortgage-backed securities	4,771.4	4,337.6
Other asset-backed securities	1,218.6	885.2
Less: securities pledged	1,079.4	1,092.5
Fixed maturities, excluding securities pledged	$ 17,724.3	$ 17,156.5

The Company did not have any investments in a single issuer, other than obligations of the U.S.
government and government agencies and the Dutch State loan obligation, with a carrying value
in excess of 10.0% of the Company’s Shareholder’s equity at December 31, 2009. At
December 31, 2008, the Company had investments with five issuers, other than obligations of
the U.S. government and government agencies, with a carrying value in excess of 10.0% of the
Company’s Shareholder’s equity.

At December 31, 2009 and 2008, fixed maturities with fair values of $12.1 and $12.4,
respectively, were on deposit as required by regulatory authorities.

The Company invests in various categories of collateralized mortgage obligations (“CMOs”),
including CMOs that are not agency-backed, that are subject to different degrees of risk from
changes in interest rates and defaults. The principal risks inherent in holding CMOs are
prepayment and extension risks related to dramatic decreases and increases in interest rates
resulting in the prepayment of principal from the underlying mortgages, either earlier or later
than originally anticipated. At December 31, 2009 and 2008, approximately 26.1% and 13.3%,
respectively, of the Company’s CMO holdings were invested in those types of CMOs which are
subject to more prepayment and extension risk than traditional CMOs, such as interest-only or
principal-only strips.

Certain CMOs, primarily interest-only and principal-only strips are accounted for as hybrid
instruments and valued at fair value as allowed under a provision of current US GAAP. The
fair value of these instruments at December 31, 2009 and 2008 was $192.6 and $325.1,
respectively, and is included in Fixed maturities, available for sale, on the Balance Sheets. The
impact to Other net realized capital gains (losses) on the Statements of Operations related to
these hybrid instruments was $117.6 and $0.1 for the years ended December 31, 2009 and 2008,
respectively.

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)

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, 2009 and 2008, the Company had $1,304.5 and $2,995.2, respectively, in non-
putable funding agreements, including accrued interest, issued to the FHLB. At December 31,
2009 and 2008, assets with a market value of approximately $1,657.9 and $3,341.1,
respectively, collateralized the funding agreements to the FHLB. Assets pledged to the FHLB
are included in Fixed maturities, available-for-sale, in the Balance Sheets.

In conjunction with the January 2009 agreement with the Dutch State regarding the transfer of
80% of the Company's Alt-A residential mortgage backed securities (“Alt-A RMBS”), which
included $386.0 in Alt-A RMBS pledged to the FHLB, the Company substituted the Alt-A
RMBS assets pledged with other fixed maturities. By February 17, 2009, the Company recalled
these Alt-A securities in order to implement the transaction with the Dutch State and reduced
the funding agreements issued to the FHLB pro rata.

Transfer of Alt-A RMBS Participation Interest

On January 26, 2009, ING announced it reached an agreement, for itself and on behalf of certain
ING affiliates including the Company, with the Dutch State on an Illiquid Assets Back-Up
Facility (the “Back-Up Facility”) covering 80% of ING’s Alt-A RMBS. Under the terms of the
Back-Up Facility, a full credit risk transfer to the Dutch State was realized on 80% of ING’s
Alt-A RMBS owned by ING Bank, FSB and ING affiliates within ING Insurance Americas
with a book value of $36.0 billion, including book value of $1.4 billion of the Alt-A RMBS
portfolio owned by the Company (with respect to the Company’s portfolio, the “Designated
Securities Portfolio”) (the “ING-Dutch State Transaction”). As a result of the risk transfer, the
Dutch State will participate in 80% of any results of the ING Alt-A RMBS portfolio. The risk
transfer to the Dutch State took place at a discount of approximately 10% of par value. In
addition, under the Back-Up Facility, other fees were paid both by the Company and the Dutch
State. Each ING company participating in the ING-Dutch State Transaction, including the
Company remains the legal owner of 100% of its Alt-A RMBS portfolio and will remain
exposed to 20% of any results on the portfolio. The ING-Dutch State Transaction closed
March 31, 2009, with the affiliate participation conveyance and risk transfer to the Dutch State
described in the succeeding paragraph taking effect as of January 26, 2009.

In order to implement that portion of the ING-Dutch State Transaction related to the Company’s
Designated Securities Portfolio, the Company entered into a participation agreement with its
affiliates, ING Support Holding B.V. (“ING Support Holding”) and ING pursuant to which the
Company conveyed to ING Support Holding an 80% participation interest in its Designated
Securities Portfolio and will pay a periodic transaction fee, and received, as consideration for
the participation, an assignment by ING Support Holding of its right to receive payments from
the Dutch State under the Illiquid Assets Back-Up Facility related to the Company’s Designated
Securities Portfolio among, ING, ING Support Holding and the Dutch State (the “Company
Back-Up Facility”). Under the Company Back-Up Facility, the Dutch State is obligated to pay
certain periodic fees and make certain periodic payments with respect to the Company’s
Designated Securities Portfolio, and ING Support Holding is obligated to pay a periodic
guarantee fee and make periodic payments to the Dutch State equal to the distributions made

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)

with respect to the 80% participation interest in the Company’s Designated Securities Portfolio.
The Dutch State payment obligation to the Company under the Company Back-Up Facility is
accounted for as a loan receivable for US GAAP and is reported in Loan - Dutch State
obligation on the Balance Sheets.

Upon the closing of the transaction on March 31, 2009, the Company reduced the unrealized
loss balance in Accumulated other comprehensive loss included in Shareholder’s equity by
$411.3 and recognized a gain of $117.6, which was reported in Net realized capital losses on the
Statements of Operations.

In a second transaction, known as the Step 1 Cash Transfer, a portion of the Company’s Alt-A
RMBS which had a book value of $18.9 was sold for cash to an affiliate, Lion II Custom
Investments LLC (“Lion II”). Immediately thereafter, Lion II sold to ING Direct Bancorp the
purchased securities (the “Step 2 Cash Transfer”). Contemporaneous with the Step 2 Cash
Transfer, ING Direct Bancorp included such purchased securities as part of its Alt-A RMBS
portfolio sale to the Dutch State. The Step 1 Cash Transfer closed on March 31, 2009, and the
Company recognized a gain of $7.9 contemporaneous with the closing of the ING-Dutch State
Transaction, which was reported in Net realized capital gains (losses) on the Statements of
Operations.

As part of the final restructuring plan submitted to the European Commission (“EC”) in
connection with its review of the Dutch state aid to ING (the “Restructuring Plan”), ING has
agreed to make additional payments to the Dutch State corresponding to an adjustment of fees
for the Back-Up Facility. Under this new agreement, the terms of the ING-Dutch State
Transaction which closed on March 31, 2009, including the transfer price of the Alt-A RMBS
securities, will remain unaltered and the additional payments will not be borne by the Company
or any other ING U.S. subsidiaries.

Repurchase Agreements

The Company engages in dollar repurchase agreements with mortgage-backed securities
(“dollar rolls”) and repurchase agreements with other collateral types to increase its return on
investments and improve liquidity. Such arrangements typically meet the requirements to be
accounted for as financing arrangements. The Company enters into dollar roll transactions by
selling existing mortgage-backed securities and concurrently entering into an agreement to
repurchase similar securities within a short time frame in the future at a lower price. Under
repurchase agreements, the Company borrows cash from a counterparty at an agreed upon
interest rate for an agreed upon time frame and pledges collateral in the form of securities. At
the end of the agreement, the counterparty returns the collateral to the Company and the
Company, in turn, repays the loan amount along with the additional agreed upon interest.
Company policy requires that at all times during the term of the dollar roll and repurchase
agreements that cash or other collateral types obtained is sufficient to allow the Company to
fund substantially all of the cost of purchasing replacement assets (the “Required Collateral
Value Amount”). Cash collateral received is invested in short term investments, with the
offsetting collateral liability included in Borrowed money on the Balance Sheets. At
December 31, 2009 and 2008, the carrying value of the securities pledged in dollar rolls and

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)

repurchase agreement transactions was $354.1 and $562.8, respectively, and is included in
Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and
repurchase agreements, including accrued interest, totaled $311.1 and $483.1 at December 31,
2009 and 2008, respectively, and is included in Borrowed money on the Balance Sheets. In
addition to the repurchase obligation, the Company holds $28.9 in collateral posted by the
counterparty in connection with the increase in the value of pledged securities that will be
released upon settlement.

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 policy requires that, at all times during the term of the reverse repurchase
agreements, cash or other collateral types provided is sufficient to allow the counterparty to
fund substantially all of the cost of purchasing replacement assets. At December 31, 2009 and
2008, the Company did not have any securities pledged under reverse repurchase agreements.

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 immaterial at December 31, 2009. The Company believes the
counterparties to the dollar rolls, repurchase, and reverse repurchase agreements are financially
responsible and that the counterparty risk is minimal, based on counterparty ongoing monitoring
processes.

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. At December 31, 2009 and
2008, the fair value of loaned securities was $163.7 and $125.4, respectively, and is included in
Securities pledged on the Balance Sheets.

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private
placement securities, structured securities, securitization transactions, or limited partnerships.
The Company has reviewed each of its holdings under current guidance and determined that
consolidation of these investments in the Company’s financial statements is not required, as the
Company is not the primary beneficiary for any of the investments in VIEs. Rather, the VIEs
are accounted for using the cost or equity method of accounting. In addition, the Company may
be exposed to the loss of asset management fees it receives for some of these structures. The
carrying value of investments in VIEs of $0.9 at December 31, 2009 are included in Limited

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)

partnerships/corporations on the Balance Sheets. Income and losses recognized on these
investments are reported in Net investment income on the Statements of Operations.

Unrealized Capital Losses

Unrealized capital losses (including non-credit impairments) in fixed maturities, including
securities pledged to creditors, for Investment Grade (“IG”) and Below Investment Grade
(“BIG”) securities by duration were as follows at December 31, 2009 and 2008.


		2009				2008
		% of IG		% of IG		% of IG		% of IG
	IG	and BIG	BIG	and BIG	IG	and BIG	BIG	and BIG
Six months or less
below amortized cost	$ 170.1	13.5% $	21.2	1.7%	$ 645.7	18.2% $	115.6	3.3%
More than six months and
twelve months or less
below amortized cost	259.3	20.4%	200.8	15.8%	828.3	23.3%	85.7	2.4%
More than twelve months
below amortized cost	419.0	33.0%	197.7	15.6%	1,776.4	50.0%	98.0	2.8%
Total unrealized capital losses	$ 848.4	66.9% $ 419.7		33.1%	$ 3,250.4	91.5% $	299.3	8.5%

The following table summarizes the unrealized capital losses (including non-credit
impairments) by duration and reason, along with the fair value of fixed maturities, including
securities pledged to creditors, in unrealized capital loss positions at December 31, 2009 and
2008.


	Six Months	More than
	or Less	Six Months and	More than	Total
	Below	Twelve Months	Twelve Months	Unrealized
	Amortized	or Less Below	Below	Capital
2009	Cost	Amortized Cost	Amortized Cost	Losses
Interest rate or spread widening	$ 99.3	$ 31.6	$ 122.2	$ 253.1
Mortgage and other asset-backed securities	92.0	428.5	494.5	1,015.0
Total unrealized capital losses	$ 191.3	$ 460.1	$ 616.7	$ 1,268.1
Fair value	$ 5,275.9	$ 1,058.2	$ 2,714.5	$ 9,048.6

2008
Interest rate or spread widening	$ 198.7	$ 538.4	$ 516.7	$ 1,253.8
Mortgage and other asset-backed securities	562.6	375.6	1,357.7	2,295.9
Total unrealized capital losses	$ 761.3	$ 914.0	$ 1,874.4	$ 3,549.7
Fair value	$ 4,350.9	$ 4,522.0	$ 4,551.9	$ 13,424.8

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)

Unrealized capital losses (including non-credit impairments), along with the fair value of fixed
maturities, including securities pledged to creditors, by market sector and duration were as
follows at December 31, 2009 and 2008.


			More Than Six
			Months and Twelve		More Than Twelve
	Six Months or Less		Months or Less		Months Below
	Below Amortized Cost		Below Amortized Cost		Amortized Cost		Total
		Unrealized		Unrealized		Unrealized		Unrealized
	Fair Value	Capital Loss	Fair Value	Capital Loss	Fair Value	Capital Loss	Fair Value	Capital Loss
2009
U.S. Treasuries	$ 3,761.2	$ 80.0	$ -	$ -	$ -	$ -	$ 3,761.2	$ 80.0
U.S. government
agencies	15.2	0.8	8.2	0.8	-	-	23.4		1.6
and authorities
U.S. corporate, state,
and municipalities	273.8	6.7	108.1	13.5	737.7	64.1	1,119.6		84.3
Foreign	228.1	11.8	107.8	17.3	472.6	58.1	808.5		87.2
Residential
mortgage-backed	139.1	46.5	183.5	92.3	260.7	82.8	583.3		221.6
Commercial
mortgage-backed	795.5	44.1	534.6	243.1	682.7	161.0	2,012.8		448.2
Other asset-backed	63.0	1.4	116.0	93.1	560.8	250.7	739.8		345.2
Total	$ 5,275.9	$ 191.3	$ 1,058.2	$ 460.1	$ 2,714.5	$ 616.7	$ 9,048.6	$ 1,268.1

2008
U.S. Treasuries	$ 254.1	$ 0.3	$ -	$ -	$ -	$ -	$ 254.1	$ 0.3
U.S. corporate, state,
and municipalities	1,588.3	137.7	1,923.5	323.6	1,133.5	268.0	4,645.3		729.3
Foreign	747.8	61.4	1,225.9	214.8	920.5	248.1	2,894.2		524.3
Residential
mortgage-backed	884.7	307.3	436.2	76.6	759.5	419.1	2,080.4		803.0
Commercial
mortgage-backed	561.7	113.6	795.5	262.2	1,180.7	652.1	2,537.9		1,027.9
Other asset-backed	311.7	141.7	139.8	37.9	561.4	285.3	1,012.9		464.9
Total	$ 4,348.3	$ 762.0	$ 4,520.9	$ 915.1	$ 4,555.6	$ 1,872.6	$ 13,424.8	$ 3,549.7

Of the unrealized capital losses aged more than twelve months, the average market value of the
related fixed maturities was 81.5% of the average book value as of December 31, 2009. In
addition, this category includes 461 securities, which have an average quality rating of A.

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)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including
securities pledged to creditors, for instances in which fair value declined below amortized cost
by greater than or less than 20% for consecutive periods as indicated in the tables below, were
as follows for December 31, 2009 and 2008.


	Amortized Cost		Unrealized Capital Loss		Number of Securities
	< 20%	> 20%	< 20%	> 20%	< 20%	> 20%
2009
Six months or less
below amortized cost	$ 6,184.5	$ 396.8	$ 265.1	$ 111.8	282	96
More than six months and
twelve months or less
below amortized cost	1,248.5	982.3	68.8	433.2	191	115
More than twelve months
below amortized cost	619.0	885.6	27.8	361.4	113	158
Total	$ 8,052.0	$ 2,264.7	$ 361.7	$ 906.4	586	369

2008
Six months or less
below amortized cost	$ 5,605.9	$ 6,569.3	$ 483.9	$ 2,279.4	807	732
More than six months and
twelve months or less
below amortized cost	2,481.8	852.6	181.8	452.7	335	116
More than twelve months
below amortized cost	1,428.5	35.8	130.6	21.3	173	19
Total	$ 9,516.2	$ 7,457.7	$ 796.3	$ 2,753.4	1,315	867

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)

Unrealized capital losses (including non-credit impairments) in fixed maturities, including
securities pledged to creditors, by market sector for instances in which fair value declined below
amortized cost by greater than or less than 20% for consecutive periods as indicated in the
tables below, were as follows for December 31, 2009 and 2008.


	Amortized Cost		Unrealized Capital Loss		Number of Securities
	< 20%	> 20%	< 20%	> 20%	< 20%	> 20%
2009
U.S. Treasuries	$ 3,841.2	$ -	$ 80.0	$ -	21	-
U.S. government agencies
and authorities	25.0	-	1.6	-	4	-
U.S. corporate, state and
municipalities	1,139.0	64.9	67.8	16.5	220	32
Foreign	712.7	183.0	33.1	54.1	93	30
Residential mortgage-backed	336.0	468.9	35.9	185.7	83	119
Commercial mortgage-backed	1,534.6	926.5	104.2	344.0	96	60
Other asset-backed	463.5	621.4	39.1	306.1	69	128
Total	$ 8,052.0	$ 2,264.7	$ 361.7	$ 906.4	586	369

2008
U.S. Treasuries	$ 254.4	$ -	$ 0.3	$ -	2	-
U.S. corporate, state and
municipalities	4,043.9	1,330.2	325.4	403.9	654	239
Foreign	2,341.8	1,076.6	174.3	350.0	314	168
Residential mortgage-backed	1,197.1	1,686.3	84.7	718.3	154	159
Commercial mortgage-backed	1,158.2	2,407.6	158.7	869.2	107	130
Other asset-backed	520.8	957.0	52.9	412.0	84	171
Total	$ 9,516.2	$ 7,457.7	$ 796.3	$ 2,753.5	1,315	867

For the year ended December 31, 2009, unrealized capital losses on fixed maturities decreased
by $2.3 billion primarily due to the transfer of 80% interest in the Alt-A RMBS securities
owned by the Company as a result of the Alt-A transaction with the Dutch State during the first
quarter of 2009. In addition, improved economic conditions and tightening of credit spreads in
2009 served to increase the value of fixed maturities. These improvements were partially offset
by the impact of the implementation of new US GAAP guidance on impairments in the second
quarter of 2009, when certain noncredit impairments were reclassified into Other
comprehensive income (loss), which were previously reported in Net realized capital gains
(losses).

At December 31, 2009, the Company had 19 fixed maturities with unrealized capital losses in
excess of $10.0 million. The unrealized capital losses on these fixed maturities equaled $353.9,
or 27.9% of the total unrealized losses, as of December 31, 2009. At December 31, 2008, the
Company held 53 fixed maturities with unrealized capital losses in excess of $10.0 million. The
unrealized capital losses on these fixed maturities equaled $890.8, or 25.1% of the total
unrealized capital losses, as of December 31, 2008.

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 fair value of the Company’s fixed maturities, including securities pledged to creditors,
increased by $112.8, before tax and DAC, from December 31, 2008 through December 31,
2009, primarily due to improved economic conditions and tightening of credit spreads in 2009.

All securities with fair values less than amortized cost are included in the Company’s other-
than-temporary impairment analysis, and impairments were recognized as disclosed in “Other-
Than-Temporary Impairments,” which follows this section. Management determined that no
additional recognition of the unrealized loss as an other-than-temporary impairment was
necessary.

Other-Than-Temporary Impairments

The Company analyzes its general account investments to determine whether there has been an
other-than-temporary decline in fair value below the amortized cost basis. Factors considered in
this analysis include, but are not limited to, the length of 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, interest rate changes, and changes in ratings of
the security.

When assessing the Company’s intent to sell a security or if it is more likely than not it will be
required to sell a security before recovery of its cost basis, management evaluates facts and
circumstances such as, but not limited to, decisions to rebalance the investment portfolio and
sales of investments to meet cash flow needs.

When the Company has determined it has the intent to sell or if it is more likely than not that it
will be required to sell a security before recovery of its amortized cost basis and the fair value
has declined below amortized cost (“intent impairment”) the individual security is written down
from amortized cost to fair value and a corresponding charge is recorded in Net realized capital
gains (losses) on the Statements of Operations as an other-than-temporary impairment
(“OTTI”). If the Company does not intend to sell the security nor is it more likely than not it
will be required to sell the security before recovery of its amortized cost basis, but the Company
has determined that there has been an other-than-temporary decline in fair value below the
amortized cost basis, the OTTI is bifurcated into the amount representing the present value of
the decrease in cash flows expected to be collected (“credit impairment”) and the amount
related to other factors (“noncredit impairment”). The credit impairment is recorded in Net
realized capital gains (losses) on the Statements of Operations. The noncredit impairment is
recorded in Other comprehensive income (loss) on the Balance Sheets in accordance with the
requirements of ASC Topic 320.

In order to determine the amount of the OTTI that is considered a credit impairment, the
Company estimates the recovery value by performing a discounted cash flow analysis based
upon the best estimate of expected future cash flows, discounted at the effective interest rate
implicit in the underlying debt security. The effective interest rate is the original yield for a
fixed rate security or current coupon yield for a floating rate security.

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 following table identifies the Company’s credit-related and intent-related impairments
included in the Statements of Operations, excluding noncredit impairments included in Other
comprehensive income (loss) by type for the years ended December 31, 2009, 2008, and 2007.


			2009		2008	2007
			No. of		No. of		No. of
		Impairment Securities		Impairment Securities		Impairment	Securities
U.S. Treasuries	$ 114.7		10	$ -	-	$ - *	1
U.S. Corporate		55.2	55	289.1	230	81.0	173
Foreign⁽¹⁾		31.1	45	229.4	108	25.7	74
Residential mortgage-backed		78.6	84	289.8	98	3.0	24
Commercial mortgage-backed		70.9	5	107.4	26	-	-
Other asset-backed		114.5	44	75.1	67	43.3	91
Equity		3.3	5	32.0	12	-	-
Mortgage loans on real estate		20.9	8	4.8	1	-	-
Limited partnerships		0.4	1	0.5	1	0.3	1
Total	$ 489.6		257	$ 1,028.1	543	$ 153.3	364
* Less than $0.1.
⁽¹⁾Primary U.S. dollar denominated.

The above schedule includes $171.2, $369.7, and $31.0, in other-than-temporary write-downs
for the years ended December 31, 2009, 2008, and 2007, respectively, related to credit
impairments, which are recognized in earnings. The remaining $318.4, $658.4, and $122.3, in
write-downs for the years ended December 31, 2009, 2008, and 2007, respectively, are related
to intent impairments.

The following table summarizes these intent impairments, which are also recognized in
earnings, by type for the years ended December 31, 2009, 2008, and 2007.


			2009	2008		2007
			No. of		No. of		No. of
		Impairment Securities		Impairment	Securities	Impairment	Securities
U.S. Treasuries	$ 114.7		10	$ -	-	$ - *	1
U.S. Corporate		45.9	41	199.8	178	70.6	161
Foreign⁽¹⁾		25.6	41	146.5	87	21.4	68
Residential mortgage-backed		2.9	1	142.9	40	1.0	5
Commercial mortgage-backed		70.9	5	107.4	26	-	-
Other asset-backed		58.4	13	61.8	32	29.3	84
Total	$ 318.4		111	$ 658.4	363	$ 122.3	319
*Less than $0.1.
⁽¹⁾Primarily U.S. dollar denominated.

The Company may sell securities during the period in which fair value has declined below
amortized cost for fixed maturities or cost for equity securities. In certain situations new
factors, including changes in the business environment, can change the Company’s previous
intent to continue holding a security.

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)

The following table identifies the noncredit impairments recognized in Other comprehensive
income (loss) by type for the year ended December 31, 2009.


	2009
		No of
	Impairment	Securities
U.S. corporate	$ 0.4	$ 2
Foreign⁽¹⁾	0.4	3
Residential mortgage-backed	70.9	45
Other asset-backed	28.4	27
Total	$ 100.1	$ 77

⁽¹⁾Primarily U.S. dollar denominated.

The fair value of fixed maturities with other-than-temporary impairments at December 31,
2009, 2008, and 2007, was $2,414.2, $2,268.4, and $2,353.8, respectively.

The following table identifies the amount of credit impairments on fixed maturities held by the
Company as of the dates indicated, for which a portion of the OTTI loss was recognized in
Other comprehensive income (loss), and the corresponding changes in such amounts.


	2009
Balance at April 1, 2009⁽¹⁾	$ 92.7
Additional credit impairments:
On securities not previously impaired		21.7
On securities previously impaired		13.8
Reductions:
Securities sold, matured, prepaid or paid down		(4.9)
Balance at December 31, 2009	$ 123.3
⁽¹⁾Represents credit losses remaining in Retained earnings related to the adoption of new guidance on
OTTI, included in ASC Topic 320, on April 1, 2009.

Net Investment Income

Sources of Net investment income were as follows for the years ended December 31, 2009,
2008, and 2007.


	2009	2008	2007
Fixed maturities, available-for-sale	$ 1,240.9	$ 1,361.0	$ 1,176.1
Equity securities, available-for-sale	21.0	(0.2)	3.3
Mortgage loans on real estate	202.8	223.6	233.1
Policy loans	7.6	8.8	9.0
Short-term investments and cash equivalents	5.6	4.5	6.7
Other	(1.2)	(53.3)	35.1
Gross investment income	1,476.7	1,544.4	1,463.3
Less: investment expenses	60.2	106.4	116.9
Net investment income	$ 1,416.5	$ 1,438.0	$ 1,346.4

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, 2009 and 2008, the Company had $18.0 and $21.2, respectively, of
investments in fixed maturities which produced no net investment income.

Net Realized Capital Gains (Losses)

Net realized capital gains (losses) are comprised of the difference between the amortized cost of
investments and proceeds from sale, and redemption, as well as losses incurred due to the
credit-related and intent-related other-than-temporary impairment of investments and changes in
fair value of derivatives. The cost of the investments on disposal is determined based on
specific identification of securities. Net realized capital gains (losses) on investments were as
follows for the years ended December 31, 2009, 2008, and 2007.


	2009	2008	2007
Fixed maturities, available-for-sale, including
net OTTI of $(465.0), $(990.8), and $(153.0)
in 2009, 2008, and 2007, respectively	$ (238.2)	$ (975.9)	$ (100.3)
Equity securities, available-for-sale, including
net OTTI of $(3.3), $(32.0), and $0.0
in 2009, 2008, and 2007, respectively	6.4	(52.9)	0.5
Derivatives	(2,249.4)	(447.5)	(291.0)
Other investments, including net OTTI of
$(21.3), $(5.3), and $(0.3) in 2009, 2008, and
2007, respectively	(20.0)	(5.4)	(0.4)
Net realized capital losses	$ (2,501.2)	$ (1,481.7)	$ (391.2)
After-tax net realized capital losses including
tax valuation allowance of $35.6, $(374.0),
and $0 in 2009, 2008, and 2007, respectively	$ (1,590.2)	$ (1,337.1)	$ (254.3)

Total net realized capital losses increased for the year ended December 31, 2009, primarily due
to losses on futures related to a) a hedging program designed to mitigate the impact of potential
declines in equity markets and their impact on regulatory capital, b) hedging of variable annuity
guaranteed death benefits, and c) beginning in the third quarter of 2009, hedging of variable
annuity guaranteed living benefits (“VAGLB”) ceded to SLDI, an affiliate, under the combined
coinsurance and coinsurance funds withheld agreement. However, the losses on the VAGLB
futures incurred are ceded to SLDI and reported as a corresponding decrease in Interest credited
and other benefits to policyholders. Futures were in a short position and their fair value
decreased as equity markets improved in 2009. Total net realized capital losses were partially
offset by several improvements such as a decline in net impairments due to improved market
conditions in 2009 and the impact of new US GAAP guidance in the second quarter of 2009
which resulted in certain noncredit related impairments reported in Other comprehensive
income (loss), whereas in 2008 such losses were reflected in Net realized capital losses. In
addition, the sale of the Company’s Alt-A RMBS to the Dutch State during the first quarter of
2009 resulted in a gain and credit spread tightening and slightly lower average interest rates in
2009 improved the value of fixed maturities and increased gains upon sale. The value of hedges
related to FIAs, which were in a long position, increased in value with the improved equity
markets in 2009, and also served to partially offset overall net realized capital losses.

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)

Proceeds from the sale of fixed maturities and equity securities, available-for-sale, and the
related gross realized gains and losses were as follows for the years ended December 31, 2009,
2008, and 2007.


	2009	2008	2007
Proceeds on sales	$ 5,202.4	$ 6,893.4	$ 5,859.3
Gross gains	173.3	100.2	41.1
Gross losses	98.3	164.9	57.0

3. Financial Instruments

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a
framework for measuring fair value, establishes a fair value hierarchy based on the quality of
inputs used to measure fair value, and enhances disclosure requirements for fair value
measurements.

Fair Value Hierarchy

The Company has categorized its financial instruments into a three level hierarchy based on the
priority of the inputs to the valuation technique.

The fair value hierarchy gives the highest priority to quoted prices in active markets for
identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
If the inputs used to measure fair value fall within different levels of the hierarchy, the category
level is based on the lowest priority level input that is significant to the fair value measurement
of the instrument.

Financial assets and liabilities recorded at fair value on the Balance Sheets are categorized as
follows:

§ Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market.
§ Level 2 - Quoted prices in markets that are not active or inputs that are observable either
directly or indirectly for substantially the full term of the asset or liability.
Level 2 inputs include the following:
a) Quoted prices for similar assets or liabilities in active markets;
b) Quoted prices for identical or similar assets or liabilities in non-active markets;
c) Inputs other than quoted market prices that are observable; and
d) Inputs that are derived principally from or corroborated by observable market data
through correlation or other means.
§ Level 3 - Prices or valuation techniques that require inputs that are both unobservable and
significant to the overall fair value measurement. These valuations, whether derived
internally or obtained from a third party, use critical assumptions that are not widely
available to estimate market participant expectations in valuing the asset or liability.

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)

The following tables present the Company’s hierarchy for its assets and liabilities measured at
fair value on a recurring basis as of December 31, 2009 and 2008.


			2009
	Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities, available-for-sale,
including securities pledged	$ 4,123.5	$ 12,613.4	$ 1,512.1		$ 18,249.0
Equity securities, available-for-sale	149.8	-		4.5	154.3
Derivatives	42.8	59.1		215.5	317.4
Embedded derivative on reinsurance	-	38.7		-	38.7
Cash and cash equivalents, short-term
investments, and short-term investments
under securities loan agreement	2,242.8	8.0		-	2,250.8
Assets held in separate accounts	42,996.1	-		-	42,996.1
Total	$ 49,555.0	$ 12,719.2	$ 1,732.1		$ 64,006.3

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities ("FIA")	$ -	$ -	$ 927.2		$ 927.2
Guaranteed Minimum Withdrawal and
Accumulation Benefits ("GMWB"
and "GMAB")	-	-		73.9	73.9
Other liabilities (primarily derivatives)	3.2	393.6		103.6	500.4
Total	$ 3.2	$ 393.6	$ 1,104.7		$ 1,501.5

⁽¹⁾Level 3 net assets and liabilities accounted for 1.0% of total net assets and liabilities measured at fair value on a recurring
basis. Excluding separate accounts assets for which the policyholder bears the risk, the Level 3 net assets and liabilities in
relation to total net assets and liabilities measured at fair value on a recurring basis totaled 3.2%.

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)


			2008
	Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities, available-for-sale,
including securities pledged	$ 1,183.3	$ 14,363.3	$ 2,589.6		$ 18,136.2
Equity securities, available-for-sale	253.9	-		-	253.9
Derivatives	-	164.1		176.2	340.3
Cash and cash equivalents, short-term
investments, and short-term investments
under securities loan agreement	781.7	71.2		-	852.9
Assets held in separate accounts	34,090.8	-		-	34,090.8
Total	$ 36,309.7	$ 14,598.6	$ 2,765.8		$ 53,674.1

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities ("FIAs")	-	-		638.9	638.9
Guaranteed Minimum Withdrawal and
Accumulation Benefits ("GMWB" and
"GMAB")	-	-		153.0	153.0
Other liabilities (primarily derivatives)	-	614.0		166.2	780.2
Total	$ -	$ 614.0	$ 958.1		$ 1,572.1

⁽¹⁾Level 3 net assets and liabilities accounted for 3.5% of total net assets and liabilities measured at fair value on a
recurring basis. Excluding separate accounts assets for which the policyholder bears the risk, the Level 3 net assets and
liabilities in relation to total net assets and liabilities measured at fair value on a recurring basis totaled 10.0%.

Valuation of Financial Assets and Liabilities

The Company utilizes a number of valuation methodologies to determine the fair values of its
financial assets and liabilities in conformity with the concepts of “exit price” and the fair value
hierarchy as prescribed in ASC Topic 820. Valuations are obtained from third party
commercial pricing services, brokers, and industry-standard, vendor-provided software that
models the value based on market observable inputs. The valuations obtained from brokers and
third-party commercial pricing services are non-binding. The valuations are reviewed and
validated monthly through the internal valuation committee price variance review, comparisons
to internal pricing models, back testing to recent trades, or monitoring of trading volumes.

All valuation methods and assumptions are validated at least quarterly to ensure the accuracy
and relevance of the fair values. There were no material changes to the valuation methods or
assumptions used to determine fair values during 2009.

The following valuation methods and assumptions were used by the Company in estimating the
fair value of the following financial instruments:

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)

Fixed maturities, available-for-sale: The fair values for the actively traded marketable bonds are
determined based upon the quoted market prices and are classified as Level 1 assets. The fair
values for marketable bonds without an active market, excluding subprime residential
mortgage-backed securities, are obtained through several commercial pricing services, which
provide the estimated fair values, and are classified as Level 2 assets. These services
incorporate a variety of market observable information in their valuation techniques, including
benchmark yields, broker-dealer quotes, credit quality, issuer spreads, bids, offers and other
reference data.

Fair values of privately placed bonds are determined using a matrix-based pricing model and are
classified as Level 2 assets. 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 its 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.

The fair values for certain collateralized mortgage obligations (“CMO-Bs”) are determined by
taking the average of broker quotes when more than one broker quote is provided.
Approximately three broker quotes are currently being provided for these securities. A few of
the CMO-Bs are priced by the originating broker due to the complexity and unique
characteristics of the assets. CMO-Bs are classified as Level 3 assets due to the lack of
corroborating evidence to support a higher level and the inactivity of the market for these bonds.

Trading activity for the Company’s Residential Mortgage-backed Securities (“RMBS”),
particularly subprime and Alt-A RMBS, declined during 2008 as a result of the dislocation of
the credit markets. During 2008 and 2009, the Company continued to obtain pricing
information from commercial pricing services and brokers. However, the pricing for subprime
and Alt-A RMBS did not represent regularly occurring market transactions since the trading
activity declined significantly in the second half of 2008. As a result, the Company concluded
in the second half of 2008 that the market for subprime and Alt-A RMBS was inactive and
classified these securities as Level 3 assets. The Company did not change its valuation
procedures, which are consistent with those used for Level 2 marketable bonds without an
active market, as a result of determining that the market was inactive. While the market for
subprime and Alt-A RMBS remained largely inactive in the first half of 2009 compared to prior
years, the Company noted an increase in trade activity of Alt-A RMBS during the second half of
2009. Therefore, the Company determined that the Alt-A RMBS should be transferred to Level
2 of the valuation hierarchy as its overall assessment of the market is that it is now active. The
market for subprime RMBS remains largely inactive, and as such these securities will remain in
Level 3 of the valuation hierarchy. The Company will continue to monitor market activity for
RMBS to determine proper classification in the valuation hierarchy.

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)

Broker quotes and prices obtained from pricing services are reviewed and validated monthly
through an internal valuation committee price variance review, comparisons to internal pricing
models, back testing to recent trades, or monitoring of trading volumes. At December 31, 2009,
$96.6 and $13.1 billion of a total of $18.2 billion in fixed maturities were valued using
unadjusted broker quotes and unadjusted prices obtained from pricing services, respectively,
and verified through the review process. The remaining balance in fixed maturities consisted
primarily of privately placed bonds valued using a matrix-based pricing model and CMO-Bs
valued using average broker quotes.

Generally, the Company does not obtain more than one vendor price from pricing services per
instrument. The Company uses a hierarchy process in which prices are obtained from a primary
vendor, and, if that vendor is unable to provide the price, the next vendor in the hierarchy is
contacted until a price is obtained or it is determined that a price cannot be obtained from a
commercial pricing service. When a price cannot be obtained from a commercial pricing
service, broker quotes are solicited. All prices and broker quotes obtained, with the exception
of CMO-B securities, go through the review process described above including valuations for
which only one broker quote is obtained. After review, for those instruments where the price is
determined to be appropriate, the unadjusted price provided is used for financial statement
valuation. If it is determined that the price is questionable, another price may be requested from
a different vendor. The internal valuation committee then reviews all prices for the instrument
again, along with information from the review, to determine which price best represents “exit
price” for the instrument.

Equity securities, available-for-sale: Fair values of publicly traded equity securities are based
upon quoted market price and are classified as Level 1 assets. Other equity securities, typically
private equities or equity securities not traded on an exchange, are valued by other sources such
as analytics or brokers and are classified as Level 3 assets.

Cash and cash equivalents, Short-term investments, and Short-term investments under securities
loan agreement: The carrying amounts for cash reflect the assets’ fair values. The fair values
for cash equivalents and short-term investments are determined based on quoted market prices.
These assets are classified as Level 1. Other short-term investments are valued and classified in
the fair value hierarchy consistent with the policies described herein, depending on investment
type.

Assets held in separate accounts: Assets held in separate accounts are reported at the quoted fair
values of the underlying investments in the separate accounts. The underlying investments
include mutual funds, the valuations of which are based upon a quoted market price and are
classified as Level 1.

Derivatives: The carrying amounts for these financial instruments, which can be assets or
liabilities, reflect the fair value of the assets and liabilities. Derivatives are carried at fair value
(on the Balance Sheets), which is determined using the Company’s derivative accounting
system in conjunction with observable key financial data from third party sources, such as yield
curves, exchange rates, Standard & Poor’s (“S&P”) 500 Index prices, and London Inter Bank
Offered Rates (“LIBOR”), or through values established by third party brokers. Counterparty

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)

credit risk is considered and incorporated in the Company’s valuation process through
counterparty credit rating requirements and monitoring of overall exposure. It is the Company’s
policy to transact only with investment grade counterparties with a credit rating of A- or better.
Valuations for the Company’s futures contracts are based on unadjusted quoted prices from an
active exchange and, therefore, are classified as Level 1. The Company also has certain credit
default swaps and options that are priced using models that primarily use market observable
inputs, but contain inputs that are not observable to market participants, which have been
classified as Level 3. However, all other derivative instruments are valued based on market
observable inputs and are classified as Level 2.

Investment contract guarantees: The Company records liabilities, which can be either positive
or negative, for annuity contracts containing guaranteed riders for GMABs and GMWBs
without life contingencies in accordance with US GAAP for derivative instruments and hedging
activities. The guarantee is treated as an embedded derivative and is required to be reported
separately from the host variable annuity contract. The fair value of the obligation is calculated
based on actuarial and capital market assumptions related to the projected cash flows, including
benefits and related contract charges, over the anticipated life of the related contracts. The cash
flow estimates are produced by using stochastic techniques under a variety of market return
scenarios and other best estimate assumptions. These derivatives are classified as Level 3 assets
in the fair value hierarchy.

The Company also records for its FIA contracts an embedded derivative liability for interest
payments to contractholders above the minimum guaranteed interest rate, in accordance with
US GAAP for derivative instruments and hedging activities. The guarantee is treated as an
embedded derivative and is required to be reported separately from the host contract. The fair
value of the obligation is calculated based on actuarial and capital market assumptions related to
the projected cash flows, including benefits and related contract charges, over the anticipated
life of the related contracts. The cash flow estimates are produced by best estimate
assumptions. These derivatives are classified as Level 3 assets in the fair value hierarchy.

Nonperformance risk for investment contract guarantees contains adjustments to the fair values
of these contract liabilities related to the current credit standing of ING and the Company based
on credit default swaps with similar term to maturity and priority of payment. The ING credit
default swap spread is applied to the discount factors for FIAs and the risk-free rates for
GMABs and GMWBs in the Company’s valuation models in order to incorporate credit risk
into the fair values of these investment contract guarantees. As of December 31, 2009, the
credit spreads of ING and the Company decreased by approximately 158 basis points from
December 31, 2008, which resulted in changes in the valuation of the reserves for all investment
contract guarantees.

Embedded derivative on reinsurance: The carrying value of the embedded derivative is
estimated based upon the change in the fair value of the assets supporting the funds withheld
payable under the combined coinsurance and coinsurance funds withheld reinsurance agreement
between the Company and SLDI. As the fair value of the assets held in trust is based on a
quoted market price (Level 1), the fair value of the embedded derivative is based on market
observable inputs and is classified as Level 2.

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)

The following disclosures are made in accordance with the requirements of ASC 825,
“Financial Instruments,” which 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.

ASC 825 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, which are not carried at fair value on the
Balance Sheets, and therefore not categorized in the fair value hierarchy:

Limited partnerships/corporations: The fair value for these investments, primarily private
equities and hedge funds, is estimated based on the Net Asset Value (“NAV”) as provided by
the investee.

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.

Loan - Dutch State obligation: The fair value of the Dutch State loan obligation is estimated
utilizing discounted cash flows at market risk-free rates adjusted for credit spreads.

Policy loans: The fair value of policy loans is equal to the carrying, or cash surrender, value of
the loans. Policy loans are fully collateralized by the account value of the associated insurance
contracts.

Other investments: The fair value of other investments are estimated based on 70% of third
party appraised value for joint ventures and third party appraised value for real estate.

Deposits from affiliates: Fair value is estimated based on the fair value of the liabilities for the
account values of the underlying contracts, plus the fair value of the unamortized ceding
allowance based on the present value of the projected release of the ceding allowance,
discounted at risk-free rates, plus a credit spread.

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)

Investment contract liabilities (included in Future policy benefits and claims reserves):

With a fixed maturity: Fair value is estimated by discounting cash flows, including
associated expenses for maintaining the contracts, at rates, which are market risk-free rates
augmented by credit spreads on current Company credit default swaps. The augmentation is
present to account for non-performance risk. A margin for non-financial risks associated
with the contracts is also included.

Without a fixed maturity: Fair value is estimated as the mean present value of stochastically
modeled cash flows associated with the contract liabilities relevant to both the
contractholder and to the Company. Here, the stochastic valuation scenario set is consistent
with current market parameters, and discount is taken using stochastically evolving short
risk-free rates in the scenarios augmented by credit spreads on current Company debt. The
augmentation in the discount is present to account for non-performance risk. Margins for
non-financial risks associated with the contract liabilities are also included.

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-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)

The carrying values and estimated fair values of certain of the Company’s financial instruments
were as follows at December 31, 2009 and 2008.


		2009		2008
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
Assets:
Fixed maturities, available-for-sale,
including securities pledged	$ 18,249.0	$ 18,249.0	$ 18,136.2	$ 18,136.2
Equity securities, available-for-sale	154.3	154.3	253.9	253.9
Mortgage loans on real estate	3,413.2	3,417.3	3,923.3	3,803.3
Loan - Dutch State obligation	1,026.0	971.4	-	-
Policy loans	131.6	131.6	144.4	144.4
Cash, cash equivalents, Short-term
investments, and Short-term
investments under securities loan
agreement	2,250.8	2,250.8	852.9	852.9
Derivatives	317.4	317.4	340.3	340.3
Other investments	23.9	37.4	24.4	33.3
Deposits from affiliates	1,752.0	1,873.6	1,947.0	2,025.7
Embedded derivative on reinsurance	38.7	38.7	-	-
Assets held in separate accounts	42,996.1	42,996.1	34,090.8	34,090.8
Liabilities:
Investment contract liabilities:
Deferred annuities	20,665.8	20,766.5	19,282.5	18,986.2
Guaranteed investment contracts
and funding agreements	2,646.5	2,718.3	6,868.9	6,580.2
Supplementary contracts and
immediate annuities	823.6	782.7	866.5	883.9
Derivatives	500.4	500.4	780.2	780.2
Investment contract guarantees:
Fixed indexed annuities	927.2	927.2	638.9	638.9
Guaranteed minimum withdrawal
and accumulation benefits	73.9	73.9	153.0	153.0
Notes to affiliates	435.0	426.9	435.0	407.6

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)

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 capital gains (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.

Level 3 Financial Instruments

The fair values of certain assets and liabilities are determined using prices or valuation
techniques that require inputs that are both unobservable and significant to the overall fair value
measurement (i.e., Level 3 as defined by ASC 820), including but not limited to liquidity
spreads for investments within markets deemed not currently active. These valuations, whether
derived internally or obtained from a third party, use critical assumptions that are not widely
available to estimate market participant expectations in valuing the asset or liability. In
addition, the Company has determined, for certain financial instruments, an active market is
such a significant input to determine fair value that the presence of an inactive market may lead
to classification in Level 3. In light of the methodologies employed to obtain the fair value of
financial assets and liabilities classified as Level 3, additional information is presented below,
with particular attention addressed to changes in derivatives, FIAs, and GMWBs and GMABs
due to their impacts on the Company’s results of operations.

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)

The following tables summarize the change in fair value of the Company’s Level 3 assets and
liabilities for the year ended December 31, 2009 and 2008.


	Fixed maturities,		Equity		Investment
	available-for-sale		securities,		Contract Guarantees
	including		available-				GMWB/
	securities pledged		for-sale	Derivatives	FIA		GMAB
Balance at January 1, 2009	$ 2,589.6		$ -	$ 10.0	$ (638.9)		$ (153.0)
Capital gains (losses):
Net realized capital (losses) gains	(14.9)⁽¹⁾		-	(60.3)⁽³⁾	(151.6)	⁽⁴⁾	85.3
Net unrealized capital
gains (losses)⁽²⁾	159.8		0.1	-	-		-
Total net realized and unrealized
capital gains (losses)	144.9		0.1	(60.3)	(151.6)		85.3
Purchases, sales, issuances, and
settlements, net	(527.0)		1.6	130.0	(136.7)		(6.2)
Transfer in to Level 3	-		2.8	-	-		-
Transfer out of Level 3	(695.4)		-	32.2	-		-
Balance at December 31, 2009	$ 1,512.1		$ 4.5	$ 111.9	$ (927.2)		$ (73.9)

Balance at January 1, 2008	$ 1,396.3		$ -	$ 298.2	$ (925.6)		$ (2.7)
Capital gains (losses):
Net realized capital (losses) gains	(7.5)	⁽¹⁾	-	(76.2) ⁽³⁾	328.4	(4)	(141.5)
Net unrealized capital gains (losses)⁽²⁾	27.9		-	-	-		-
Total net realized and unrealized
capital gains (losses)	20.4		-	(76.2)	328.4		(141.5)
Purchases, sales, issuances, and
settlements, net	(32.5)		-	(105.1)	(41.7)		(8.8)
Transfer in to Level 3	1,205.4		-	(106.9)	-		-
Balance at December 31, 2008	$ 2,589.6		$ -	$ 10.0	$ (638.9)		$ (153.0)

⁽¹⁾This amount is included in Net realized capital gains (losses) with $(83.7) and $32.8 related to the amortization of book value included
in Net investment income on the Statements of Operations for the years ended December 31, 2009 and 2008, respectively.
⁽²⁾The amounts in this line are included in Accumulated other comprehensive income (loss) on the Balance Sheets.
⁽³⁾This amount is included in Net realized capital gains (losses) on the Statements of Operations and contains unrealized gains (losses) on
Level 3 derivatives held at December 31, 2009 and 2008. All gains and losses on Level 3 assets are classified as realized gains (losses) for
the purpose of this disclosure because it is impracticable to track realized and unrealized gains (losses) separately by security.
⁽⁴⁾These amounts are included in Interest credited and other benefits to contractowners on the Statements of Operations. All gains and losses
on Level 3 liabilities are classified as realized gains (losses) for the purpose of this disclosure because it is impracticable to track realized
and unrealized gains (losses) separately on a contract-by-contract basis.

Changes in Level 3 fair value balances are discussed below by investment type.

Fixed Maturities available-for-sale including securities pledged: The amount of Level 3 fixed
maturities for the year ended December 31, 2009, declined mainly due to the transfer of 80%
interest in the Company’s Alt-A RMBS to the Dutch State during the first quarter of 2009.
Transfers out of Level 3 represent the movement of Alt-A mortgage-backed securities to Level
2, as the market became active again for these securities at the end of 2009. These declines
were partially offset by unrealized capital gains on Level 3 fixed maturities for the year ended

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)

December 31, 2009, related to the decrease in unrealized losses due to the decrease in the
Level 3 fixed maturities portfolio related to the Dutch State transaction as well as increases in
the value of fixed maturities as the markets improved in the latter part of 2009. Level 3 fixed
maturities for the year ended December 31, 2008 increased primarily due the transfer in of
subprime and Alt-A RMBS due to the lack of market activity for these securities in 2008.

Equity securities, available-for-sale: Equity securities transferred into Level 3 in 2009 represent
private equities or equity securities not traded on an exchange, which are valued by sources
other than a pricing service such as analytics or brokers.

Derivatives: For the year ended December 31, 2009, the change in value of Level 3 derivatives
reflects the transfer from Level 3 to Level 1 of futures contracts, which are valued based on
unadjusted prices from an active exchange.

Investment contract guarantees: The losses on the FIA embedded derivatives and gains on
GMWB/GMAB embedded derivatives were primarily driven by favorable equity market
performance. For the year ended December 31, 2009, the net realized losses attributable to
credit risk were $201.7.

Derivative Financial Instruments

See the Organization & Significant Accounting Policies footnote for disclosure regarding the
Company’s purpose for entering into derivatives and the policies on valuation and classification
of derivatives. In addition, the Company’s derivatives are generally not accounted for using
hedge accounting treatment under US GAAP, as the Company has not historically sought hedge
accounting treatment. The Company enters into the following derivatives:

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 are used by the
Company to hedge annuity products in an increasing interest rate environment.

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.

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.

C-57

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)

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 on 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 par minus recovery value of the swap contract.

Total return swaps: Total return swaps are used to hedge against a decrease in variable annuity
account values which are invested in certain funds. The difference between floating-rate
interest amounts calculated by reference to an agreed upon notional principal amount is
exchanged with other parties at specified intervals.

Forwards: Forwards are acquired to hedge the Company’s CMO-B portfolio against movements
in interest rates, particularly mortgage rates. On the settlement date, the Company will either
receive a payment (interest rate drops on purchased forwards or interest rate rises on sold
forwards) or will be required to make a payment (interest rate rises on purchased forwards or
interest rate drops on sold forwards).

Swaptions: Swaptions are used to manage interest rate risk in the Company’s collateralized
mortgage obligations portfolio. Swaptions are contracts that give the Company the option to
enter into an interest rate swap at a specific future date.

Futures: Futures contracts are used to hedge against a decrease in certain equity indices. Such
decreases 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. During 2009, futures contracts were also used as part of a hedging program designed to
mitigate the impact of potential declines in equity markets and their impact on regulatory
capital. A decrease in equity markets may also negatively impact the Company’s investment in
equity securities, and the futures income would serve to offset that effect. In addition, the
Company utilizes futures contracts in an anticipatory hedging program to hedge the effects of
changes in interest rates related to commitments for future purchases of bonds. Futures contracts
are also used to hedge against an increase in certain equity indices. Such increases may result in
increased payments to contract holders of fixed indexed annuity contracts, and the futures
income would serve to offset this increased expense. The underlying reserve liabilities are
valued under ASC 820, ASC 815 and ASC 944. The change in reserve liabilities is recorded in
Interest credited and other benefits to contractowners in the Statements of Operations.

Options: Call options are used to hedge against an increase in the various equity indices. Such
increase may result in increased payments to contract holders of fixed indexed annuity
contracts, and the options offset this increased expense. Put options are used to hedge the
liability associated with embedded derivatives in certain variable annuity contracts and as part
of a hedging program designed to mitigate the impact of potential declines in equity markets
and their impact on regulatory capital. Both the options and the embedded derivative reserves
are carried at fair value.

C-58

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: 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-term or long-term), exchange rates, prepayment
rates, equity rates, or credit ratings/spreads. In addition, the Company has entered into a
coinsurance with funds withheld arrangement which contains an embedded derivative whose
fair value is based on the change in the fair value of the underlying assets held in trust.

The notional amounts and fair values of derivatives were as follows as of December 31, 2009
and 2008.


		2009				2008
	Notional	Asset	Liability		Notional	Asset	Liability
	Amount	Fair Value	Fair Value		Amount	Fair Value	Fair Value
Interest rate caps⁽¹⁾	122.0	$ 0.4	$ (0.1)		122.0	$ 0.1	$ -	**
Interest rate swaps⁽¹⁾	6,765.3	44.2	(325.1)		7,130.0	131.7	(565.7)
Foreign exchange swaps⁽¹⁾	287.3	-	(52.9)		287.3	14.3	(30.3)
Credit default swaps⁽¹⁾	358.9	0.3	(106.0)		477.0	12.7	(124.8)
Total return swaps⁽¹⁾	124.3	-	(2.9)		-	-	-
Forwards⁽¹⁾	528.5	14.2	-	**	156.0	1.9	-
Swaptions⁽¹⁾	-	-	-		1,667.5	3.4	-
Futures⁽¹⁾	5,121.8	42.8	(3.2)		2,593.9	1.4	(36.6)
Options⁽¹⁾	5,097.8	215.5	(10.2)		3,744.2	174.8	(22.8)
Embedded derivatives:
Within securities⁽²⁾	N/A*	47.8	(9.4)		N/A*	103.7	(7.4)
Within retail annuity
products⁽³⁾	N/A*	-	(1,001.1)		N/A*	-	(791.9)
Within reinsurance
agreement⁽³⁾	N/A*	38.7	-		N/A*	-	-
Total	18,405.9	$ 403.9	$ (1,510.9)		16,177.9	$ 444.0	$ (1,579.5)

* N/A - Not applicable.
** Less than $0.1.
(1) The fair values of these derivatives are reported in Derivatives or Other liabilities on the Balance Sheets.
(2) The fair values of embedded derivatives within securities are reported in Fixed maturities, available-for-sale, on the
Balance Sheets with the underlying instrument.
(3) The fair values of embedded derivatives within retail annuity products and reinsurance agreements are reported in Future
policy benefits and claim reserves on the Balance Sheets.

C-59

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 gains (losses) on derivatives were as follows for the years ended December 31,
2009 and 2008.


	2009	2008
Interest rate swaps⁽¹⁾	$ (135.6)	$ (388.3)
Foreign exchange swaps⁽¹⁾	(33.2)	30.2
Credit default swaps⁽¹⁾	(12.9)	(31.5)
Total return swaps⁽¹⁾	(52.6)	-
Forwards⁽¹⁾	4.1	19.1
Futures⁽¹⁾	(1,951.6)	200.9
Swaptions⁽¹⁾	(1.5)	(3.3)
Interest rate caps⁽¹⁾	0.2	2.5
Options⁽¹⁾	(66.3)	(277.1)
Embedded derivatives:
Within securities⁽²⁾	(57.8)	57.5
Within retail annuity products⁽²⁾	(66.3)	186.9
Within reinsurance agreement⁽²⁾	38.7	-
Total	$ (2,334.8)	$ (203.1)

⁽¹⁾Changes in value are included in Net realized capital losses on the Statements of Operations.
⁽²⁾Changes in value are included in Interest credited and other benefits to contractowners on the
Statements of Operations.

Credit Default Swaps

The Company has entered into various credit default swaps. When credit default swaps are sold,
the Company assumes credit exposure to certain assets that it does not own. Credit default
swaps may also be purchased to reduce credit exposure in the Company’s portfolio. Credit
default swaps involve a transfer of credit risk from one party to another in exchange for periodic
payments. These instruments are typically written for a maturity period of five years and do not
contain recourse provisions, which would enable the seller to recover from third parties. The
Company has International Swaps and Derivatives Association, Inc. (“ISDA”) agreements with
each counterparty with which it conducts business and tracks the collateral positions for each
counterparty. To the extent cash collateral is received, it is included in Payables under
securities loan agreement, including collateral held, on the Balance Sheets and is reinvested in
short-term investments. The source of non-cash collateral posted was investment grade bonds
of the entity. Collateral held is used in accordance with the Credit Support Annex (“CSA”) to
satisfy any obligations. Investment grade bonds owned by the Company are the source of
noncash collateral posted, which is reported in Securities pledged on the Balance Sheets. 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 par minus recovery value of the swap contract. At
December 31, 2009, the fair value of credit default swaps of $0.3 and $106.0 was included in
Derivatives and Other liabilities, respectively, on the Balance Sheets. At December 31, 2008,
the fair value of credit default swaps of $12.7 and $124.8 was included in Derivatives and Other
liabilities, respectively, on the Balance Sheets. As of December 31, 2009 and 2008, the
maximum potential future exposure to the Company on the sale of credit protection under credit
default swaps was $122.9 and $143.3, respectively.

C-60

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)

Variable Interest Entities

The Company holds certain VIEs for investment purposes. VIEs may be in the form of private
placement securities, structured securities, securitization transactions, or limited partnerships.
The Company has reviewed each of its holdings under current guidance and determined that
consolidation of these investments in the Company’s financial statements is not required, as the
Company is not the primary beneficiary for any of the investments in VIEs. Rather, the VIEs
are accounted for using the cost or equity method of accounting. In addition, the Company may
be exposed to the loss of asset management fees it receives for some of these structures. The
carrying value of investments in VIEs of $0.9 at December 31, 2009 are included in Limited
partnerships/corporations on the Balance Sheets. Income and losses recognized on these
investments are reported in Net investment income on the Statements of Operations.

4. Deferred Policy Acquisition Costs and Value of Business Acquired

Activity within DAC was as follows for the years ended December 31, 2009, 2008, and 2007.


Balance at January 1, 2007	$ 2,669.9
Deferrals of commissions and expenses	729.1
Amortization:
Amortization	(592.0)
Interest accrued at 5% to 6%	162.2
Net amortization included in the Statements of Operations	(429.8)
Change in unrealized capital gains (losses) on available-for-sale securities	(56.0)
Implementation of ASC Topic 944-30	(4.8)
Balance at December 31, 2007	2,908.4
Deferrals of commissions and expenses	781.7
Amortization:
Amortization	(814.9)
Interest accrued at 4% to 5%	146.4
Net amortization included in the Statements of Operations	(668.5)
Change in unrealized capital gains (losses) on available-for-sale securities	1,098.2
Effect of variable annuity guaranteed living benefits reinsurance	85.7
Balance at December 31, 2008	4,205.5
Deferrals of commissions and expenses	411.7
Amortization:
Amortization	171.7
Interest accrued at 4% to 5%	191.3
Net amortization included in the Statements of Operations	363.0
Change in unrealized capital gains (losses) on available-for-sale securities	(1,262.2)
Balance at December 31, 2009	$ 3,718.0

The estimated amount of DAC amortization expense, net of interest, is $251.8, $291.8, $293.6,
$337.3, and $413.7, for the years 2010, 2011, 2012, 2013, and 2014, respectively. Actual
amortization incurred during these years may vary as assumptions are modified to incorporate
actual results.

C-61

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 within VOBA was as follows for the years ended December 31, 2009, 2008, and 2007.


Balance at January 1, 2007	$ 110.1
Amortization:
Amortization	16.8
Interest accrued at 4% to 6%	4.9
Net amortization included in the Statements of Operations	21.7
Change in unrealized capital gains (losses) on available-for-sale securities	(3.1)
Balance at December 31, 2007	128.7
Amortization:
Amortization	(18.7)
Interest accrued at 3% to 5%	6.7
Net amortization included in the Statements of Operations	(12.0)
Change in unrealized capital gains (losses) on available-for-sale securities	78.4
Balance at December 31, 2008	195.1
Amortization:
Amortization	(7.5)
Interest accrued at 3% to 5%	6.7
Net amortization included in the Statements of Operations	(0.8)
Change in unrealized capital gains (losses) on available-for-sale securities	(80.9)
Balance at December 31, 2009	$ 113.4

The estimated amount of VOBA amortization expense, net of interest, is $10.0, $10.6, $10.6,
$10.2, and $9.4, for the years 2010, 2011, 2012, 2013, and 2014, 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 Net amortization of DAC and VOBA decreased for the year ended December 31, 2009,
driven by an increase in estimated future gross profits due to the improvement in equity markets
in 2009 and lower gross profits in 2009 primarily related to higher realized losses.

The increase in Net amortization of DAC and VOBA in 2008 compared to 2007 was primarily
due to unfavorable separate account performance during 2008 which caused a significant
acceleration of variable annuity DAC amortization, as a result of lower projections of fee
income. In addition, this unfavorable performance required the Company to adjust its future
gross profit projections for variable annuity hedging costs and guaranteed benefit costs, which
also increased amortization.

C-62

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 2009, 2008, and 2007, the Company adjusted its projections for future gross profits due
to actual experience in the year, adjusted its k-factor for the impact of current period gross profit
variances, and revised and unlocked certain assumptions for its fixed and variable annuity
products. These adjustments and their acceleration (deceleration) impact on Amortization of
DAC and VOBA were as follows for the years ended December 31, 2009, 2008, and 2007.


	2009	2008	2007
Impact of separate account growth and contractowner
withdrawal behavior different from assumptions	$ (324.1)	$ 491.8	$ 1.3
Impact of current year gross profit variances	342.6	227.2	-
Unlock of mortality, lapse, expense and mutual fund
sharing assumptions	88.9	(40.1)	(43.6)
Impact of refinements of gross profit projections	(0.9)	302.0	67.0
Total unlocking effect on Amortization of DAC and VOBA	$ 106.5	$ 980.9	$ 24.7

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 State
of Iowa Insurance Division (the “Division”) for payment of any dividend, which, when
combined with other dividends paid within the preceding twelve months, exceeds the greater of
(1) ten percent (10.0%) of the Company’s statutory surplus at the prior year end or (2) the
Company’s prior year statutory net gain from operations.

During 2009, the Company did not pay any dividends or return of capital distributions on its
common stock to its Parent. During 2008, the Company paid its Parent a cash return of capital
distribution in the amount of $900.0. During 2007, the Company did not pay any dividends or
return of capital distributions on its common stock to its Parent.

On November 12, 2008, ING issued to the Dutch State non-voting Tier 1 securities for a total
consideration of Euro 10 billion. On February 24, 2009, $2.2 billion was contributed to direct
and indirect insurance company subsidiaries of ING America Insurance Holdings, Inc. (“ING
AIH”), of which $835.0 was contributed to the Company. The contribution was comprised of
the proceeds from the investment by the Dutch government and the redistribution of currently
existing capital within ING. During 2008, the Company received a $1.1 billion capital
contribution from its Parent. During 2007, the Company received $150.0 in capital contributions
from its Parent.

On February 19, 2010, the Company received a $239.0 capital contribution from its Parent. The
contribution was comprised of proceeds from the sale of affiliated broker-dealers and the
redistribution of currently existing capital within ING U.S. Insurance.

C-63

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 Division recognizes as net income and capital and surplus those amounts determined in
conformity with statutory accounting practices prescribed or permitted by the Department,
which differ in certain respects from accounting principles generally accepted in the United
States. Statutory net income (loss) was $(638.3), $(831.4), and $(40.1), for the years ended
December 31, 2009, 2008, and 2007, respectively. Statutory capital and surplus was $1,486.1
and $1,872.7 as of December 31, 2009 and 2008, respectively. As specifically permitted by
statutory accounting practices, statutory surplus as of December 31, 2009 includes the impact of
a $239.0 capital contribution received by the Company from its immediate Parent on
February 19, 2010. As permitted by statutory accounting practices, statutory surplus as of
December 31, 2008 includes the impact of an $835.0 capital contribution received on February
24, 2009. In addition, as approved by the Division, statutory surplus as of December 31, 2008
reflects the acceptance as of December 31, 2008 of an $883.0 receivable from ING America
Insurance Holdings, Inc. ("ING AIH") payable to Security Life of Denver International Limited
("SLDI") into the reinsurance trust established by SLDI for the benefit of the Company. SLDI is
the reinsurer of certain reserves associated with variable annuity contracts underwritten by the
Company. The reinsurance trust receivable was funded by a portion of a cash capital
contribution of $1,217.0 made by ING AIH to SLDI on April 22, 2009. ING AIH is the indirect
parent company of the Company and the immediate parent company of SLDI, and SLDI is an
affiliate of the Company. Effective July 1, 2009, the Company and SLDI entered into an
amended and restated reinsurance agreement. In accordance with the terms of the agreement,
$3.2 billion of assets were transferred from SLDI to the Company.

The Division has the ability to ease certain reserving requirements at its discretion. Due to the
reduction in liquidity and the limited availability of letters of credit confirming banks, the
Department allowed the Company to accept unconfirmed letters of credit of up to $320.0 for
reinsurance transactions. This allowed the Company to take the full reserve relief for
reinsurance transactions with unconfirmed letters of credit. This reserve relief was available for
the period from December 31, 2008 through January 1, 2010 and is not a permitted practice.

Effective December 31, 2009, the Company adopted Actuarial Guideline 43 – Variable Annuity
Commissioners Annuity Reserve Valuation Method (“AG43”) for its statutory basis of
accounting. The adoption of AG43 resulted in higher reserves than those calculated under
previous standards by $151.2. Where the application of AG43 produces higher reserves than
the Company had otherwise established under previous standards, the Company may request
permission from the Division to grade-in the impact of higher reserve over a three year period.
The Company elected this grade-in provision, as allowed under AG43 and as approved by the
Division, which allows the Company to reflect the impact of adoption of $151.2 over a three
year period. The impact of the grade-in for the year ended December 31, 2009 was a $79.2
increase in reserves and a corresponding decrease in statutory surplus.

C-64

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)

Effective December 31, 2009, the Company adopted SSAP No. 10R, Income Taxes, for its
statutory basis of accounting. This statement requires the Company to calculate admitted
deferred tax assets based upon what is expected to reverse within one year with a cap on the
admitted portion of the deferred tax asset of 10% of capital and surplus for its most recently
filed statement. If the Company’s risk-based capital levels, after reflecting the above limitation,
exceeds 250% of the authorized control level, the statement increases the limitation on admitted
deferred tax assets from what is expected to reverse in one year to what is expected to reverse
over the next three years and increases the cap on the admitted portion of the deferred tax asset
from 10% of capital and surplus for its most recently filed statement to 15%. Other revisions in
the statement include requiring the Company to reduce the gross deferred tax asset by a
statutory valuation allowance adjustment if, based on the weight of available evidence, it is
more likely than not (a likelihood of more than 50 percent) that some portion of or all of the
gross deferred tax assets will not be realized. The effects on the Company’s 2009 financial
statements of adopting this change in accounting principle at December 31, 2009 were increases
to total assets and capital and surplus of $85.6. This adoption had no impact on total liabilities
or net income.

6. Additional Insurance Benefits and Minimum Guarantees

Under the requirements of ASC Topic 944, the Company calculates reserve liabilities 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 guaranteed minimum
death benefits (“GMDB”) additional reserve at December 31, 2009.


Area	Assumptions/Basis for Assumptions
Data used	Based on 1000 and 100 investment performance scenarios for GMIB,
	LP/LPP & GMDB and AB/WB respectively.
Mean investment performance	8.125% for GMIB, LP and LPP, 8.43% for GMDB.
	Zero rate curve + ING Bond spread for GMAB/WB. The bond spread
	varies between 0.4% and 1.1% based on term structure.
Volatility	16.53% for GMIB, LP and LPP, 16.38% for GMDB.
	Blended 1 year implied forward volatilities for GMAB/WB. The forward
	volatilities range between 6.1% and 33.8% based on fund type.
Mortality	1999 and prior issues - 75.0%, 75.0%, 75.0%, 80.0%, 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 - 55.0%, 55.0%, 65.0%, 65.0%, 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	5.5%, based on the portfolio earned rate of the general account.

C-65

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 assumptions used for calculating the additional guaranteed minimum income benefits
(“GMIB”) and Guaranteed Minimum Withdrawal for Life Benefit (LifePay “LP” and LifePay
Plus “LPP”) liabilities at December 31, 2009, are consistent with those used for the calculating
the additional GMDB liability. In addition, the calculation of the GMIB, LP, and LPP liabilities
assumes dynamic surrenders and dynamic utilization of the guaranteed benefit reserves,
reflecting the extent to which the benefit has a positive value as of the projection date.

The separate account liabilities subject to the requirements for additional reserve liabilities
under ASC Topic 944 for minimum guaranteed benefits, and the additional liabilities
recognized related to minimum guarantees, by type, as of December 31, 2009 and 2008, and the
paid and incurred amounts by type for the years ended December 31, 2009 and 2008, were as
follows:


	Guaranteed	Guaranteed	Guaranteed		Guaranteed
	Minimum	Minimum	Minimum		Withdrawal
	Death	Accumulation/	Income		For Life
	Benefit	Withdrawal Benefit	Benefit		Benefit
	(GMDB)	(GMAB/GMWB)	(GMIB)		(LP/LPP)
Separate account liability
at December 31, 2009	$ 42,996.1	$ 1,602.6	$ 15,418.6		$ 15,480.8
Separate account liability
at December 31, 2008	$ 34,090.8	$ 1,470.2	$ 12,701.6		$ 10,020.7

Additional liability balance:
Balance at January 1, 2008	$ 209.4	$ 11.2	$ 132.2		$ 5.9
Incurred guaranteed benefits	509.4	141.8	(132.2)	⁽¹⁾	(5.9) ⁽¹⁾
Paid guaranteed benefits	(153.4)	-	-		-
Balance at December 31, 2008	$ 565.4	$ 153.0	$ -		$ -
Incurred guaranteed benefits	47.1	(79.1)	-		-
Paid guaranteed benefits	(134.9)	-	-		-
Balance at December 31, 2009	$ 477.6	$ 73.9	$ -		$ -
⁽¹⁾Amounts represent full reinsurance of ceded reserves for GMIBs and LP/LPPs.

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,
2009 and 2008.


	Guaranteed	Guaranteed	Guaranteed	Guaranteed
	Minimum	Minimum	Minimum	Withdrawal
	Death	Accumulation/	Income	For Life
	Benefit	Withdrawal Benefit	Benefit	Benefit
2009	(GMDB)	(GMAB/GMWB)	(GMIB)	(LP/LPP)
Net amount at risk, net of reinsurance	$ 9,108.7	$ 104.9	$ -	$ -
Weighted average attained age	65	68	-	-
2008
Net amount at risk, net of reinsurance	$ 15,035.8	$ 310.0	$ -	$ -
Weighted average attained age	64	66	-	-

	C-66

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, 2009 and 2008 was $43.0 billion and $34.1 billion, respectively.

7. Sales Inducements

During the year ended December 31, 2009, the Company capitalized and amortized $65.7 and
$(222.5), respectively, of sales inducements. During the year ended December 31, 2008, the
Company capitalized and amortized $106.9 and $229.7, respectively, of sales inducements. The
unamortized balance of capitalized sales inducements, net of unrealized capital gains (losses) on
available-for-sale securities, was $810.2 and $624.3 as of December 31, 2009 and 2008,
respectively.

8. Income Taxes

The Company files a consolidated federal income tax return with ING AIH, an affiliate, and
certain other subsidiaries of ING AIH. 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.

Income tax expense (benefit) consisted of the following for the years ended December 31, 2009,
2008, and 2007.


	2009	2008	2007
Current tax (benefit) expense:
Federal	$ (357.2)	$ (754.9)	$ 26.6
Total	(357.2)	(754.9)	26.6
Deferred tax expense:
Other federal deferred tax expense (benefit)	220.7	509.7	(28.2)
Total deferred tax expense (benefit)	220.7	509.7	(28.2)
Total income tax benefit	$ (136.5)	$ (245.2)	$ (1.6)

C-67

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 for the years ended December 31, 2009, 2008, and 2007.


	2009	2008	2007
(Loss) income before income taxes and cumulative
effect of change in accounting principle	$ (133.3)	$ (1,626.4)	$ 127.4
Tax rate	35.0%	35.0%	35.0%
Income tax (benefit) expense at federal statutory rate	$ (46.6)	$ (569.2)	$ 44.6
Tax effect of:
Dividend received deduction	(53.7)	(48.9)	(49.5)
Valuation allowance	(35.6)	379.1	-
Other	(0.6)	(6.2)	3.3
Income tax benefit	$ (136.5)	$ (245.2)	$ (1.6)

Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax
liabilities at December 31, 2009 and 2008, are presented below.


	2009	2008
Deferred tax assets:
Future policy benefits	$ 505.3	$ 288.7
Goodwill	2.4	3.7
Investments	367.7	466.5
Employee compensation and benefits	39.7	36.7
Unrealized losses	125.1	700.7
Other	70.4	54.1
Total gross assets before valuation allowance	1,110.6	1,550.4
Less: valuation allowance	(308.6)	(408.9)
Assets, net of valuation allowance	802.0	1,141.5

Deferred tax liabilities:
Deferred policy acquisition cost	(1,445.4)	(1,137.9)
Value of purchased insurance in force	(39.3)	(39.2)
Other	(84.8)	(0.2)
Total gross liabilities	(1,569.5)	(1,177.3)
Net deferred income liability	$ (767.5)	$ (35.8)

Net unrealized capital gains (losses) are presented as a component of other comprehensive
income (loss) in Shareholder’s equity, net of deferred taxes.

C-68

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)

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be
realized. As of December 31, 2009 and 2008, the Company had a tax valuation allowance of
$197.5 and $374.0, respectively, related to realized capital losses. The change from
December 31, 2008 to December 31, 2009 consists of (a) $(35.6) related to realized capital
losses which is included in Net income (loss) and (b) $(140.9) related to the adoption of new US
GAAP guidance on impairments, as included in ASC Topic 320, which is reflected in
Accumulated other comprehensive income (loss). The tax valuation allowance recorded prior to
adopting the new ASC Topic 320 guidance was reflected in Retained earnings. Additionally, at
December 31, 2009 and 2008, the Company had a tax valuation allowance of $106.0 and $29.8,
respectively, which is included in Accumulated other comprehensive income (loss). As of
December 31, 2009, the tax valuation allowance on unrealized capital losses included $140.9,
which was reclassified from beginning Retained earnings to Other comprehensive income (loss)
under ASC Topic 320. The Company also established a $5.1 tax valuation allowance against
foreign tax credits, the benefit of which is uncertain.

Tax Sharing Agreement

The Company had a payable to ING AIH of $69.0 and a receivable from ING AIH of $321.1 at
December 31, 2009 and 2008, respectively, for federal income taxes under the intercompany tax
sharing agreement.

See Related Party Transactions footnote for more information.

Unrecognized Tax Benefits

Reconciliations of the change in the unrecognized income tax benefits for the years ended
December 31, 2009 and 2008 are as follows:


	2009	2008
Balance at January 1	$ 64.9	$ 66.4
Additions for tax positions related to the current year	9.1	7.8
Additions for tax positions related to prior years	3.2	0.7
Reductions for tax positions related to prior years	(16.9)	(9.6)
Reductions for settlements with taxing authorities	-	(0.4)
Balance at December 31	$ 60.3	$ 64.9

The Company had $53.4 and $47.3 of unrecognized tax benefits as of December 31, 2009 and
2008, respectively, that would affect the Company’s effective tax rate if recognized.

Interest and Penalties

The Company recognizes accrued interest and penalties related to unrecognized tax benefits in
Current income taxes and Income tax benefit on the Balance Sheets and Statement of
Operations, respectively. The Company had accrued interest of $4.4 as of December 31, 2009
and 2008.

C-69

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)

Tax Regulatory Matters

The Company is currently under audit by the Internal Revenue Service (“IRS”) for tax years
2002 and 2004 through 2009, and it is expected that the examination of tax years 2004 through
2008 will be finalized within the next twelve months. Upon finalization of the IRS examination
it is reasonably possible that the unrecognized tax benefits will decrease by up to $7.6. The
timing of the payment of the remaining allowance of $52.7 cannot be reliably estimated. The
Company and the IRS have agreed to participate in the Compliance Assurance Program
(“CAP”) for the tax years 2008 and 2009.

On September 25, 2007, the IRS issued Revenue Ruling 2007-61, which announced its intention
to issue regulations with respect to certain computational aspects of the dividend received
deduction (“DRD”) on separate account assets held in connection with variable annuity and life
insurance contracts. Revenue Ruling 2007-61 suspended Revenue Ruling 2007-54 issued in
August 2007 that purported to change accepted industry and IRS interpretations of the statutes
governing these computational questions. Any regulations that the IRS ultimately proposes for
issuance in this area will be subject to public notice and comment, at which time insurance
companies and other members of the public will have the opportunity to raise legal and practical
questions about the content, scope and application of such regulations. As a result, the ultimate
timing, substance, and effective date of any such regulations are unknown, but they could result
in the elimination of some or all of the separate account DRD tax benefit that the Company
receives.

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 affiliates (excluding certain employees) are eligible to
participate, including the Company’s employees. The Retirement Plan was amended and
restated effective January 1, 2008. The Retirement Plan was amended on July 1, 2008, related to
the admission of employees from the acquisition of CitiStreet LLC (“CitiStreet”) by Lion, and
ING North America filed a request for a determination letter on the qualified status of the
Retirement Plan, but has not yet received a favorable determination letter on the qualified status
of the Retirement Plan. Additionally, effective January 1, 2009, the Retirement Plan was
amended to provide that anyone hired or rehired by the Company on or after January 1, 2009,
would not be eligible to participate in the Retirement Plan.

C-70

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
$15.7, $10.8, and $13.0, for the years ended 2009, 2008, and 2007, respectively, and are
included in Operating expenses in the Statements of Operations.

Defined Contribution Plan

ING North America sponsors the ING Americas Savings Plan and ESOP (the “Savings Plan”).
Substantially all employees of ING North America and its affiliates (excluding certain
employees) are eligible to participate, including the Company’s employees other than Company
agents. The Savings Plan is a tax-qualified defined contribution retirement plan, which includes
an employee stock ownership plan (“ESOP”) component. The Savings Plan was amended and
restated effective January 1, 2008 and subsequently amended on July 1, 2008, with respect to
the admission of employees from the acquisition of CitiStreet by Lion. ING North America filed
a request for a determination letter on the qualified status of the Plan and received a favorable
determination letter dated May 19, 2009. 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 6.0% of eligible compensation. 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, $5.6, and $4.9, for the years ended December 31,
2009, 2008, and 2007, respectively, and are included in Operating expenses in the Statements of
Operations.

Stock Option and Share Plans

ING sponsors the ING Group Long Term Equity Ownership Plan (“leo”), which provides
employees of the Company who are selected by the ING Board of Directors to be granted
options and/or performance shares. The terms applicable to an award under leo are set out in an
award agreement which is signed by the participant when he or she accepts the award.

Options granted under leo are nonqualified options on ING shares in the form of American
Depository Receipts (“ADRs”). Leo options have a ten (10) year term and vest three years from
the grant date. Options awarded under leo may vest earlier in the event of the participant’s
death, permanent disability or retirement. Retirement for purposes of leo means a participant
terminates service after attaining age 55 and completing 5 years of service. Early vesting in all
or a portion of a grant of options may also occur in the event the participant is terminated due to
redundancy or business divestiture. Unvested options are generally subject to forfeiture when a
participant voluntarily terminates employment or is terminated for cause (as defined in leo).
Upon vesting, participants generally have up to seven years in which to exercise their vested

C-71

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)

options. A shorter exercise period applies in the event of termination due to redundancy,
business divestiture, voluntary termination or termination for cause. An option gives the
recipient the right to purchase an ING share in the form of ADRs at a price equal to the fair
market value of one ING share on the date of grant. On exercise, participant’s have three
options (i) retain the shares and remit a check for applicable taxes due on exercise, (ii) request
the administrator to remit a cash payment for the value of the options being exercised, less
applicable taxes, or (iii) retain some of the shares and have the administrator liquidate sufficient
shares to satisfy the participant’s tax obligation. The amount is converted from Euros to U.S.
dollars based on the daily average exchange rate between the Euro and the U.S. dollar, as
determined by ING.

Awards of performance shares may also be made under leo. Performance shares are a
contingent grant of ING stock and on vesting, the participant has the right to receive a cash
amount equal to the closing price per ING share on the Euronext Amsterdam Stock Market on
the vesting date times the number of vested Plan shares. Performance shares generally vest
three years from the date of grant, with the amount payable based on ING’s share price on the
vesting date. Payments made to participants on vesting are based on the performance targets
established in connection with leo and payments can range from 0% to 200% of target.
Performance is based on ING’s total shareholder return relative to a peer group as determined at
the end of the vesting period. To vest, a participant must be actively employed on the vesting
date, although immediate vesting will occur in the event of the participant’s death, disability or
retirement. If a participant is terminated due to redundancy or business divestiture, vesting will
occur but in only a portion of the award. Unvested shares are generally subject to forfeiture
when an employee voluntarily terminates employment or is terminated for cause (as defined in
leo). Upon vesting, participants have three options (i) retain the shares and remit a check for
applicable taxes due on exercise, (ii) request the administrator to remit a cash payment for the
value of the shares, less applicable taxes, or (iii) retain some of the shares and have the
administrator liquidate sufficient shares to satisfy the participant’s tax obligation. The amount
is converted from Euros to U.S. dollars based on the daily average exchange rate between the
Euro and the U.S. dollar, as determined by ING.

The Company recognized compensation expense for the leo options and performance shares of
$4.5, $5.3, and $4.7, for the years ended December 31, 2009, 2008, and 2007, respectively.

For leo, the Company recognized minimal tax benefits in 2009, $0.7 in 2008, and $2.5 in 2007.

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 and the Company subsidizes a portion of the monthly per-participant
premium. Beginning August 1, 2009, the Company moved from self-insuring its supplemental

C-72

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)

health care costs and began to use a private-fee-for-service Medicare Advantage program for
post-Medicare eligible retired participants. In addition, effective October 1, 2009, the Company
no longer subsidizes medical premium costs for early retirees. This change does not impact any
participant currently retired and receiving coverage under the plan or any employee who is
eligible for coverage under the plan and whose employment ended before October 1, 2009. The
Company continues to offer access to medical coverage until retirees become eligible for
Medicare. The discontinued subsidy resulted in a release of a previously accrued immaterial
liability for any active employees age 50 or older. 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, 2009,
2008, and 2007, were $1.1, $1.3, and $0.6, respectively.

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 LLC (“DSL”) (successor
by merger to Directed Services, Inc.), an affiliated broker-dealer, whereby DSL serves as the
principal underwriter for variable insurance products issued by the Company. DSL 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, 2009, 2008, and 2007, commissions were incurred in the amounts of $268.0,
$603.8, and $553.8, 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, 2009, 2008, and
2007, expenses were incurred in the amounts of $51.0, $85.9, and $78.0, respectively.
§ Service agreement with DSL, in which the Company provides managerial and supervisory
services to DSL and earns a fee that is calculated as a percentage of average assets in the
Company’s variable separate accounts deposited in ING Investors Trust. On August 9,
2007, the Company and DSL entered into an amendment to the service agreement effective
July 31, 2007, which modifies the method for calculating the compensation owed to the
Company for its provision of managerial and supervisory services to DSL. As a result of
this amendment, DSL pays the Company the total net revenue DSL earns as investment
advisor of ING Investors Trust (“IIT”) which is attributable to the Company’s deposits in
IIT. For the years ended December 31, 2009, 2008, and 2007, revenue for these services
was $123.2, $139.2, and $109.0, 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, 2009, 2008, and 2007,
expenses were incurred in the amounts of $77.1, $93.0, and $96.6, respectively.

C-73

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)

§	Services agreement between the Company and its U.S. insurance company affiliates dated January 1, 2001, amended effective January 1, 2002 and December 31, 2007, for administrative, management, professional, advisory, consulting, and other services. For the years ended December 31, 2009, 2008, and 2007, expenses related to the agreements were incurred in the amount of $26.3, $21.6, and $19.0, respectively.
§	Administrative Services Agreement between the Company, ReliaStar Life Insurance Company of New York (“RLNY”), an affiliate, and other U.S. insurance company affiliates dated March 1, 2003, amended effective August 1, 2004, in which the Company and affiliates provide services to RLNY. For the years ended December 31, 2009, 2008, and 2007, revenue related to the agreement was $3.1, $6.5, and $6.3, respectively.
§	ING Advisors Network, a group of broker-dealers formerly affiliated with the Company, distributes the Company’s annuity products. For the years ended December 31, 2009, 2008, and 2007, ING Advisors Network sold new contracts of $442.2, $1,411.3, and $1,429.3, respectively. Certain of these affiliated broker-dealers were sold to Lightyear Capital LLC effective February 1, 2010.
§	Services agreement between the Company, Security Life of Denver Insurance Company (“SLD”), an affiliate, and IIM whereby IIM provides administrative, management, professional, advisory, consulting and other services to the Company and SLD with respect to its Financial Products unit. For the years ended December 31, 2009, 2008, and 2007, the Company incurred expenses of $7.6, $8.9, and $1.3, 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.

Reinsurance Agreements

Reinsurance Ceded

Guaranteed Living Benefit Reinsurance Agreement

The Company entered into an automatic reinsurance agreement with its affiliate, Security Life of Denver International Limited (“SLDI”), dated June 30, 2008, covering 100% of the benefits guaranteed under specific variable annuity guaranteed living benefit riders attached to certain variable annuity contracts issued by the Company on or after January 1, 2000. Effective July 1, 2009, the Company and SLDI entered into an amended and restated reinsurance agreement to change the reinsurance basis of the existing automatic reinsurance agreement dated June 30, 2008 between the Company and SLDI from coinsurance to a combined coinsurance and coinsurance funds withheld basis. To effectuate this transaction, assets with a market value of $3.2 billion were transferred effective July 31, 2009 from SLDI to the Company, and the Company deposited those assets into a trust account. As of December 31, 2009, assets totaling $3.2 billion were on deposit in the trust account. Since December 31, 2009, no additional funds have been contributed to the trust. The Company also established a corresponding funds withheld liability to SLDI, which is included in Other liabilities on the Balance Sheets.

C-74

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)

On July 1, 2009, the Company and SLDI also entered into an asset management services
agreement pursuant to which SLDI will serve as asset manager for the funds withheld account
established under the amended and restated reinsurance agreement, and SLDI will in turn retain
its affiliate, ING Investment Management LLC as subadviser with respect to the funds withheld
account assets.

At December 31, 2009 and 2008, the value of reserves ceded by the Company under this
agreement was $878.6 and $732.3, respectively. In addition, a deferred loss on the transaction
in the amount of $372.8 and $353.8 at December 31, 2009 and 2008, respectively, is presented
in Other assets on the Balance Sheets and is amortized over the period of benefit.

Effective June 30, 2008, ING USA also entered into a services agreement with SLDI pursuant
to which ING USA will provide certain actuarial risk modeling consulting services to SLDI
with respect to hedge positions undertaken by SLDI in connection with the Covered Benefits
reinsured by SLDI under the combined coinsurance and coinsurance funds withheld reinsurance
agreement. For the years ended December 31, 2009 and 2008, revenue related to the agreement
was $10.5 and $4.9, respectively.

Coinsurance Agreements

Effective May 1, 2005, ING USA entered into a coinsurance agreement with its affiliate, SLD.
Under the terms of the agreement, SLD 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. In addition,
ING USA assigned to SLD all future premiums received by ING USA attributable to the ceded
contracts.

Under the terms of the agreement, ING USA ceded $2.5 billion in account balances and
transferred a ceding commission and $2.7 billion in assets to SLD, resulting in a realized capital
gain of $47.9 to the Company.

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 Sheets. 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 $20.8, $19.9, and $21.2 for the
years ended December 31, 2009, 2008, and 2007, respectively, which is included in Other
expenses in the Statements of Operations.

In addition, the Company entered into a 100% coinsurance agreement with SLD 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, 2009
and 2008, the value of reserves ceded by the Company under this agreement was $17.8 and
$17.2, respectively.

C-75

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 is a party to a Facultative Coinsurance Agreement with its affiliate, SLD,
effective August 20, 1999. Under the terms of this agreement, the Company facultatively cedes
to Security Life, from time to time, certain GICs on a 100% coinsurance basis. The value of
GIC reserves ceded by the Company under this agreement was $47.5 and $2.5 billion at
December 31, 2009 and 2008, respectively. The decline in GIC reserves ceded is primarily due
to the maturity of $1.9 billion ceded funding agreements issued to ING USA Global Funding
Trusts. The Company utilizes this reinsurance facility primarily for diversification and asset-
liability management purposes in connection with this business, which is facilitated by the fact
that SLD is also a major GIC issuer. Senior management of the Company has established a
current maximum of $4.0 billion for GIC reserves ceded under this agreement.

Monthly Renewable Term Agreement

The Company entered into a monthly renewable term (“MRT”) reinsurance agreement with
Canada Life Assurance Company (“Canada Life”), an unaffiliated Canadian insurance
company, effective June 30, 2009. Under the terms of the agreement, the Company ceded 90%
of its net retained in-force block of group term life business and any new group term life
business reinsured from ReliaStar Life Insurance Company (“RLI”), an affiliate, to Canada Life.

Reinsurance Assumed

Yearly Renewable Term Agreements

Effective December 1 and December 31, 2008, respectively, ING USA entered into two yearly
renewable term reinsurance agreements with its affiliate, RLI, for an indefinite duration. Under
the terms of the agreements, ING USA assumed 100% of RLI’s mortality risk associated with
the net amount at risk under specific life insurance policies, including:

§ Individual life policies issued by RLI and previously assumed by RLI from ReliaStar Life
Insurance Company of New York (“RLNY”), with policy dates prior to January 1, 2000,
including certain term life, universal life, variable universal life, and whole life, insurance
policies.
§ In force individual life policies issued by RLI, where premiums are paid on the insured’s
behalf through payroll deduction and which were marketed by employee benefit brokers.

ING USA received initial consideration of $3.9 from RLI. Thereafter, the Company receives
monthly premiums, net of benefit payments, based on premium rates set forth in the respective
agreements. As such, there is no unearned reinsurance premium.

As of December 31, 2009 and 2008, the value of the reserves assumed by the Company under
these agreements was $3.0 and $5.0, respectively.

C-76

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)

Coinsurance Funds Withheld Agreement

Effective December 31, 2008, ING USA entered into a coinsurance funds withheld agreement
with RLI for an indefinite duration. Under the terms of the agreement, ING USA assumed
100% quota share of RLI’s net retained liability under certain Employee Benefits Group Annual
Term policies, including disability waiver of premium.

The initial premium of $219.9 was equal to the aggregate reserve assumed by ING USA.
Thereafter, premiums are equal to the total earned gross premiums collected by RLI from
policyholders. RLI will retain all reinsurance premiums payable to ING USA as funds
withheld, as security for ceded liabilities and against which ceded losses will be offset.
Monthly, ING USA will receive or pay a net settlement.

As of December 31, 2009 and 2008, the value of the reserves assumed by the Company under
these agreements was $487.7 and $219.9, respectively.

Funds Withheld Agreement

Effective December 31, 2008, ING USA entered into a funds withheld agreement with RLI for
an indefinite duration. Under the terms of the agreements, ING USA assumed 100% quota
share of RLI’s net retained liability under assumed group life reinsurance in-force.

The initial premium of $60.0 was equal to the net Statutory reserve assumed by ING USA.
Thereafter, premiums are equal to the total earned reinsurance premiums collected by RLI, less
a ceding commission. RLI will retain all reinsurance premiums payable to ING USA as funds
withheld, as security for ceded liabilities and against which ceded losses will be offset.
Monthly, ING USA will receive or pay a net settlement. In addition, ING USA is required to
provide RLI reserve credit in the excess of the funds withheld for reinsurance by providing a
cash deposit or letter of credit.

As of December 31, 2009 and 2008, the value of the reserves assumed by the Company under
this agreement was $58.2 and $60.0, respectively. Effective January 1, 2010, the Company
terminated this agreement due to the sale of ING’s U.S. Group Reinsurance business to
Reinsurance Group of America (“RGA”).

Financing Agreements

The Company maintains a reciprocal loan agreement with ING AIH, an affiliate, 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 3.0% of the Company's statutory
net admitted assets, excluding Separate Accounts, as of the preceding December 31. 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.

C-77

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 this agreement, the Company incurred interest expense of $0.4, $1.3, and $3.5, for the
years ended December 31, 2009, 2008, and 2007, respectively. The Company earned interest
income of $1.7, $2.8, and $6.7, for the years ended December 31, 2009, 2008, and 2007,
respectively. Interest expense and income are included in Interest expense and Net investment
income, respectively, on the Statements of Operations. At December 31, 2009, the Company
had an outstanding receivable of $545.5 with ING AIH under the reciprocal loan agreement. At
December 31, 2008, the Company had no amounts outstanding with ING AIH under the
reciprocal loan agreement.

Notes with Affiliates

The Company issued a 30-year surplus note in the principal amount of $35.0 on December 8,
1999, to its affiliate, SLD, 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, 2009, 2008, and 2007, 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, RLI, 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 principal 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 for each of the years ended December 31, 2009, 2008, and 2007, respectively.

Funding Agreement

On August 10, 2007, the Company issued an extendable funding agreement to its parent, Lion,
upon receipt of a single deposit in the amount of $500.0. To fund the purchase of the funding
agreement, Lion issued a promissory note to its indirect parent company, ING Verzekeringen
N.V. ("ING V"), which has been guaranteed by Lion’s immediate parent, ING AIH.

Under the terms of the funding agreement, the Company will pay Lion interest quarterly at the
credited interest rate until maturity, and on the maturity date, the Company will pay Lion the
single deposit and any accrued and unpaid interest. The credited interest rate shall be the three-
month LIBOR, plus 0.05%, and shall be reset quarterly. The maturity date of the funding
agreement shall be August 10, 2011, or such later date to which the maturity date may be
extended; provided, however, that the maturity date may not be extended beyond August 10,
2012.

C-78

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)

Proprietary Alpha Fund

The ING Proprietary Alpha Fund, LLC (“PAF”) is a multi-strategy investment fund established
in 2007 as a U.S. domiciled limited liability company managed by ING Alternative Asset
Management LLC (“IAAM”), an affiliate. The investment strategies within PAF include both
long and short exposures to various investments and utilize various fixed income, equity, and
derivative financial instruments. In September 2007, ING USA invested $125.0 into PAF. The
value of the Company’s investment in PAF was $13.7 and $22.6 at December 31, 209 and 2008,
respectively.

As of December 31, 2008, the Company recognized approximately $40.2 in losses related to
financial instruments held by the PAF in the Lehman Liquidity Fund in response to the
bankruptcy proceedings of Lehman Brothers, Inc. (“Lehman”).

ING Multi-Strategy Opportunity Fund

On September 30, 2008, the Company’s affiliate, SLDI transferred 51.9% of its interest in the
ING Multi-Strategy Opportunity Fund (the “Fund”) to the Company for a purchase price of
$68.9. At December 31, 2009, the Company had no investments in the various series of the ING
Multi-Strategy Opportunity Fund Series LLC as these investments were sold during 2009. At
December 31, 2008, the Company had an investment in the various series of the ING Multi-
Strategy Opportunity Fund Series LLC that totaled $66.8, which was included in Limited
partnerships/corporations on the Balance Sheets.

Tax Sharing Agreements

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.

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.

Derivatives

As of December 31, 2009 and 2008, the Company had call options with a notional amount of
$260.0 and $162.3, respectively, and market value of $12.1 and $8.6, respectively, with ING
Bank, an affiliate. Each of these contracts was entered into as a result of a competitive bid,
which included unaffiliated counterparties.

C-79

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)

11. Financing Agreements

The Company maintains a $50.0 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 did not incur any interest expense for the year ended December 31, 2009 and 2008.
The Company incurred minimal interest expense for the year ended December 31, 2007. At
December 31, 2009 and 2008, the Company had no amounts outstanding under the revolving
note facility.

Also see Financing Agreements in the Related Party Transactions footnote.

12. Reinsurance

At December 31, 2009, the Company had reinsurance treaties with 15 unaffiliated reinsurers
covering a portion of the mortality risks and guaranteed death and living benefits under its
annuity contracts. The Company, as cedant, also has reinsurance treaties with two affiliates,
SLD and SLDI, related to GICs, fixed annuities, and universal life insurance policies. In
addition, the Company assumed reinsurance risk under reinsurance treaties with its affiliate,
RLI, related to certain life insurance policies and employee benefit group annual term policies.
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 was $186.4 billion and $633.1 at
December 31, 2009 and 2008, respectively. The increase in reinsurance ceded in 2009 is
primarily due to the MRT reinsurance agreement entered into June 30, 2009. Deposits and
reinsurance recoverable were comprised of the following at December 31, 2009 and 2008.


	2009	2008
Claims recoverable from reinsurers	$ 9.3	$ 24.6
Receivable for reinsurance premiums	-	0.5
Reinsured amounts due to reinsurers	(26.1)	(33.8)
Reinsurance reserves ceded	1,068.9	3,384.8
Deposits	1,752.0	1,947.0
Other	545.9	26.2
Total	$ 3,350.0	$ 5,349.3

C-80

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)

Premiums and Interest credited and other benefits to contractowners were reduced by the
following amounts for reinsurance ceded for the years ended December 31, 2009, 2008, and
2007.


	2009	2008	2007
Deposits (assumed) ceded under reinsurance	$ (2,034.2)	$ 1,632.0	$ 1,309.1
Premiums ceded under reinsurance	94.4	2.1	2.4
Reinsurance recoveries	9.1	1,212.6	1,723.2

Also see Reinsurance Agreements in the Related Party Transactions footnote.

13. Commitments and Contingent Liabilities

Leases

The Company leases its office space and certain equipment under operating leases, the longest
term of which expires in 2017.

For the years ended December 31, 2009, 2008, and 2007, rent expense for leases was $8.3, $8.7,
and $7.9, respectively. The future net minimum payments under noncancelable leases for the
years ended December 31, 2009 through 2013 are estimated to be $6.6, $5.3, $5.3, $5.3, and
$5.3, respectively, and $13.6, 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, 2009, the Company had off-balance sheet commitments to purchase
investments equal to their fair value of $354.6, of which $193.0 was with related parties. At
December 31, 2008, the Company had off-balance sheet commitments to purchase investments
equal to their fair value of $421.4, of which $207.2 was with related parties. During 2009 and
2008, $19.5 and $176.2, respectively, was funded to related parties under these commitments.

C-81

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)

Collateral

Under the terms of the Company’s Over-The-Counter Derivative ISDA Agreements, the
Company may receive from, or deliver to, counterparties, collateral to assure that all terms of
the ISDA Agreements will be met with regard to the CSA. The terms of the CSA call for the
Company to pay interest on any cash received equal to the Federal Funds rate. As of December
31, 2009 and 2008, the Company held $32.1 and $17.6, respectively, of cash collateral, related
to derivative contracts, which was included in Payables under securities loan agreement,
including collateral held on the Balance Sheets. In addition, as of December 31, 2009 and 2008,
the Company delivered collateral of $574.6 and $480.4, respectively, in fixed maturities
pledged under derivatives contracts, which was included in Securities pledged on the Balance
Sheets.

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.

Insurance and Retirement Plan Products and Other Regulatory Matters

Federal and state regulators, and self-regulatory agencies are conducting broad inquiries and
investigations involving the insurance and retirement industries. These initiatives currently
focus on, among other things, compensation, revenue sharing, and other sales incentives;
potential conflicts of interest; sales and marketing practices (including sales to seniors); specific
product types (including group annuities and indexed annuities); product administrative issues;
and disclosure. The Company and certain of its U.S. affiliates have received formal and
informal requests in connection with such investigations, and have cooperated and are
cooperating fully with each request for information. Some of these matters could result in
regulatory action involving the Company. These initiatives also may result in new legislation

C-82

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)

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.

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; directed brokerage; compensation; sales practices, suitability, and
supervision; arrangements with service providers; pricing; compliance and controls; adequacy
of disclosure; and document retention.

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

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

Action has been or may be taken by regulators with respect to the Company or certain affiliates
before investigations relating to fund trading are completed. 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.

14. Restructuring Charges

2008 Expense Reductions

During the fourth quarter of 2008, the Company implemented an expense reduction program for
the purpose of streamlining its overall operations. The restructuring charges related to this
expense reduction initiative include severance and other employee benefits and lease
abandonment costs, which are included in Operating expenses on the Statements of Operations.

C-83

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 following table illustrates the restructuring reserves and charges for the years ended
December 31, 2009 and 2008.


	2009	2008
Restructuring reserve beginning balance	$ 2.5	$ -
Restructuring charges:
Employee severance and termination benefits⁽¹⁾	11.6	3.3
Future rent on non-cancelable leases⁽²⁾	-	0.4
Total restructuring charges	11.6	3.7
Intercompany charges and payments⁽³⁾	0.8	(0.5)
Payments applied against reserve⁽⁴⁾	(11.2)	(0.7)
Restructuring reserve at December 31	$ 3.7	$ 2.5

⁽¹⁾Amounts represent charges to the Company for all severed employees that support the Company, including those within affiliates.
⁽²⁾Amounts represent intercompany expense allocations from ING AIH. The expenses were allocated to the Company based
upon the department that used the space, and the cash settlement occurred in January 2009 for the 2008 allowances.
⁽³⁾Amounts represent payments to ING affiliates for severance incurred by another ING entity for employees that supported
the Company. Payments were made through ING's intercompany cash settlement process.
⁽⁴⁾Amounts represent payments to employees of the Company.

2009 Expense and Staff Reductions

On January 12, 2009, ING announced expense and staff reductions across all U.S. operations,
which resulted in the elimination of 114 current and open positions in the Company. Due to the
staff reductions, curtailment of pension benefits occurred during the first quarter of 2009, which
resulted in the recognition of an immaterial loss related to unrecognized prior service costs.

C-84

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)

15. Accumulated Other Comprehensive Income (Loss)

Shareholder’s equity included the following components of Accumulated other comprehensive
loss as of December 31, 2009, 2008, and 2007.


	2009	2008	2007
Net unrealized capital (losses) gains:
Fixed maturities, available-for-sale, including
OTTI of $(100.1) and $(402.5) of cumulative effect
of change in accounting principle in 2009	$ (554.7)	$ (3,234.0)	$ (122.3)
Equity securities, available-for-sale	3.5	(3.7)	(5.5)
DAC/VOBA adjustment on available-for-sale
securities, including $139.1 of cumulative effect
of change in accounting principle in 2009	(64.3)	1,139.7	(36.9)
Sales inducements adjustment on
available-for-sale securities	(0.1)	102.2	0.5
Other investments	(5.3)	(6.2)	(6.4)
Unrealized capital losses, before tax	(620.9)	(2,002.0)	(170.6)
Deferred income tax asset (includes $92.3
cumulative effect of change in accounting
principle in 2009)	217.3	700.7	59.7
Deferred tax asset valuation allowance
(includes $(140.9) cumulative effect of change
in accounting principle in 2009)	(106.0)	(29.8)	(46.9)
Net unrealized capital (losses) gains	(509.6)	(1,331.1)	(157.8)
Pension liability, net of tax	(3.2)	(2.6)	(2.9)
Accumulated other comprehensive loss	$ (512.8)	$ (1,333.7)	$ (160.7)

On April 1, 2009, the Company adopted new US GAAP guidance on impairments, included in
ASC Topic 320. As prescribed by this accounting guidance, noncredit impairments, reflecting
the portion of the impairment between the present value of future cash flows and fair value,
were recognized in Other comprehensive loss. As of December 31, 2009, net unrealized capital
gains (losses) on available-for-sale fixed maturities included $100.1 of noncredit impairments.
In addition, a cumulative transfer of noncredit impairments of $(312.0), after considering the
effects of DAC of $139.1 and income taxes of $(48.6), was made from beginning retained
earnings to Accumulated other comprehensive income (loss) as of April 1, 2009.

C-85

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
(excluding the tax valuation allowance), related to changes in unrealized capital gains (losses)
on securities, including securities pledged, were as follows for the years ended December 31,
2009, 2008, and 2007.


	2009	2008	2007
Fixed maturities, available-for-sale	$ 2,679.3	$ (3,111.7)	$ (93.4)
Equity securities, available-for-sale	7.2	1.8	(7.0)
DAC/VOBA adjustment on
available-for-sale securities	(1,204.0)	1,176.6	(58.0)
Sales inducements adjustment on
available-for-sale securities	(102.3)	101.7	(0.5)
Other investments	0.9	0.2	0.2
Unrealized capital gains (losses), before tax	1,381.1	(1,831.4)	(158.7)
Deferred income tax (liability) asset	(483.4)	641.0	55.9
Net change in unrealized capital (losses) gains	$ 897.7	$ (1,190.4)	$ (102.8)

Changes in unrealized capital gains (losses) on securities, including securities pledged and
noncredit impairments, as recognized in Accumulated other comprehensive loss, reported net of
DAC, VOBA, and income taxes, were as follows for the years ended December 31, 2009, 2008,
and 2007.


	2009	2008	2007
Net unrealized capital holding (losses) gains
arising during the year⁽¹⁾	$ 717.7	$ (1,877.2)	$ (210.5)
Less: reclassification adjustment for (losses) gains
and other items included in Net (loss) income⁽²⁾	(180.0)	(686.8)	(107.7)
Net change in unrealized capital (losses)
gains on securities	$ 897.7	$ (1,190.4)	$ (102.8)

(1) Pretax unrealized capital holding gains (losses) arising during the year were $1,104.1, $(2,888.0), and $(324.9), for the
years ended December 31, 2009, 2008, and 2007, respectively.
(2) Pretax reclassification adjustments for gains (losses) and other items included in Net (loss) income were $(277.0),
$(1,056.6), and $(166.2), for the years ended December 31, 2009, 2008, and 2007, respectively.

The reclassification adjustments for gains (losses) and other items included in Net income (loss)
in the above table are determined by specific identification of each security sold or impaired
during the period.

C-86

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 following table identifies the amount of noncredit impairments on fixed maturities
recognized in Other comprehensive loss as of the dates indicated.


	2009
Balance at April 1, 2009⁽¹⁾	$ -
Additional noncredit impairments:
On securities not previously impaired	133.7
On securities previously impaired	0.5
Reductions:
Securities sold, matured, prepaid or paid down⁽²⁾	(17.9)
Securities with additional credit impairments⁽²⁾	(16.2)
Balance at December 31, 2009	$ 100.1

⁽¹⁾New guidance on recognition and presentation of OTTI, included in ASC Topic 320, was adopted April 1, 2009.
⁽²⁾Represents realization of noncredit impairments to Net income (loss).

C-87

FINANCIAL STATEMENTS

ING USA Annuity and Life Insurance Company

Separate Account B

Year ended December 31, 2009

with Report of Independent Registered Public Accounting Firm

This page intentionally left blank.

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Financial Statements

Year ended December 31, 2009


Contents

Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Assets and Liabilities	4
Statements of Operations	37
Statements of Changes in Net Assets	76
Notes to Financial Statements	125

This page intentionally left blank.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Participants
ING USA Annuity and Life Insurance Company

We have audited the accompanying statements of assets and liabilities of the investment divisions (the “Divisions”) constituting ING USA Annuity and Life Insurance Company Separate Account B (the “Account”) as of December 31, 2009, 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:	ING Investors Trust (continued):
AIM V.I. Leisure Fund - Series I Shares	ING Evergreen Health Sciences Portfolio - Service Class
BlackRock Variable Series Funds, Inc.:	ING Evergreen Omega Portfolio - Service Class
BlackRock Global Allocation V.I. Fund - Class III	ING Evergreen Omega Portfolio - Service 2 Class
Columbia Funds Variable Insurance Trust:	ING FMR^SMDiversified Mid Cap Portfolio - Service Class
Columbia Asset Allocation Fund, Variable Series - Class A	ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class
Columbia Federal Securities Fund, Variable Series - Class A	ING Focus 5 Portfolio - Service Class
Columbia Large Cap Growth Fund, Variable Series - Class A	ING Franklin Income Portfolio - Service Class
Columbia Small Cap Value Fund, Variable Series - Class B	ING Franklin Income Portfolio - Service 2 Class
Columbia Small Company Growth Fund, Variable Series -	ING Franklin Mutual Shares Portfolio - Service Class
Class A	ING Franklin Templeton Founding Strategy Portfolio - Service
Fidelity® Variable Insurance Products:	Class
Fidelity® VIP Equity-Income Portfolio - Service Class 2	ING Global Resources Portfolio - Service Class
Fidelity® Variable Insurance Products II:	ING Global Resources Portfolio - Service 2 Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING Growth and Income Portfolio II - Service Class
Franklin Templeton Variable Insurance Products Trust:	ING Growth and Income Portfolio II - Service 2 Class
Franklin Small Cap Value Securities Fund - Class 2	ING Index Plus International Equity Portfolio - Service Class
ING Balanced Portfolio, Inc.:	ING Index Plus International Equity Portfolio - Service 2 Class
ING Balanced Portfolio - Class S	ING International Growth Opportunities Portfolio - Service Class
ING Intermediate Bond Portfolio:	ING International Growth Opportunities Portfolio - Service 2
ING Intermediate Bond Portfolio - Class S	Class
ING Investors Trust:	ING Janus Contrarian Portfolio - Service Class
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	ING Janus Contrarian Portfolio - Service 2 Class
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2	ING JPMorgan Emerging Markets Equity Portfolio - Service
Class	Class
ING American Funds Asset Allocation Portfolio	ING JPMorgan Emerging Markets Equity Portfolio - Service 2
ING American Funds Bond Portfolio	Class
ING American Funds Growth Portfolio	ING JPMorgan Small Cap Core Equity Portfolio - Service Class
ING American Funds Growth-Income Portfolio	ING JPMorgan Small Cap Core Equity Portfolio - Service 2
ING American Funds International Portfolio	Class
ING American Funds World Allocation Portfolio - Service Class	ING JPMorgan Value Opportunities Portfolio - Service Class
ING Artio Foreign Portfolio - Service Class	ING JPMorgan Value Opportunities Portfolio - Service 2 Class
ING Artio Foreign Portfolio - Service 2 Class	ING LifeStyle Aggressive Growth Portfolio - Service Class
ING BlackRock Inflation Protected Bond Portfolio - Service	ING LifeStyle Aggressive Growth Portfolio - Service 2 Class
Class	ING LifeStyle Conservative Portfolio - Service Class
ING BlackRock Large Cap Growth Portfolio - Institutional Class	ING LifeStyle Conservative Portfolio - Service 2 Class
ING BlackRock Large Cap Growth Portfolio - Service Class	ING LifeStyle Growth Portfolio - Service Class
ING BlackRock Large Cap Value Portfolio - Service Class	ING LifeStyle Growth Portfolio - Service 2 Class
ING BlackRock Large Cap Value Portfolio - Service 2 Class	ING LifeStyle Moderate Growth Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service Class	ING LifeStyle Moderate Growth Portfolio - Service 2 Class
ING Clarion Global Real Estate Portfolio - Service 2 Class	ING LifeStyle Moderate Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service Class	ING LifeStyle Moderate Portfolio - Service 2 Class
ING Clarion Real Estate Portfolio - Service 2 Class	ING Limited Maturity Bond Portfolio - Service Class
	ING Liquid Assets Portfolio - Service Class


ING Investors Trust (continued):	ING Partners, Inc. (continued):
ING Liquid Assets Portfolio - Service 2 Class	ING Solution 2015 Portfolio - Service Class
ING Lord Abbett Affiliated Portfolio - Service Class	ING Solution 2025 Portfolio - Service Class
ING Lord Abbett Affiliated Portfolio - Service 2 Class	ING Solution 2035 Portfolio - Service Class
ING Marsico Growth Portfolio - Service Class	ING Solution 2045 Portfolio - Service Class
ING Marsico Growth Portfolio - Service 2 Class	ING Solution Income Portfolio - Service Class
ING Marsico International Opportunities Portfolio - Service	ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Class	Service Class
ING MFS Total Return Portfolio - Service Class	ING T. Rowe Price Growth Equity Portfolio - Service Class
ING MFS Total Return Portfolio - Service 2 Class	ING Templeton Foreign Equity Portfolio - Service Class
ING MFS Utilities Portfolio - Service Class	ING Thornburg Value Portfolio - Initial Class
ING Multi-Manager International Small Cap Portfolio - Class S	ING Thornburg Value Portfolio - Service Class
ING Oppenheimer Active Allocation Portfolio - Service Class	ING UBS U.S. Large Cap Equity Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® - Service Class	ING Van Kampen Comstock Portfolio - Service Class
ING Oppenheimer Main Street Portfolio® - Service 2 Class	ING Van Kampen Equity and Income Portfolio - Initial Class
ING PIMCO High Yield Portfolio - Service Class	ING Van Kampen Equity and Income Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service Class	ING Strategic Allocation Portfolios, Inc.:
ING PIMCO Total Return Bond Portfolio - Service 2 Class	ING Strategic Allocation Conservative Portfolio - Class S
ING Pioneer Fund Portfolio - Service Class	ING Strategic Allocation Growth Portfolio - Class S
ING Pioneer Mid Cap Value Portfolio - Service Class	ING Strategic Allocation Moderate Portfolio - Class S
ING Retirement Conservative Portfolio - Adviser Class	ING Variable Funds:
ING Retirement Growth Portfolio - Adviser Class	ING Growth and Income Portfolio - Class I
ING Retirement Moderate Growth Portfolio - Adviser Class	ING Growth and Income Portfolio - Class S
ING Retirement Moderate Portfolio - Adviser Class	ING Variable Insurance Trust:
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 3
ING T. Rowe Price Capital Appreciation Portfolio - Service 2	ING GET U.S. Core Portfolio - Series 4
Class	ING GET U.S. Core Portfolio - Series 5
ING T. Rowe Price Equity Income Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 6
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 7
ING Templeton Global Growth Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 8
ING Templeton Global Growth Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 9
ING Van Kampen Capital Growth Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 10
ING Van Kampen Capital Growth Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 11
ING Van Kampen Global Franchise Portfolio - Service Class	ING GET U.S. Core Portfolio - Series 12
ING Van Kampen Global Franchise Portfolio - Service 2 Class	ING GET U.S. Core Portfolio - Series 13
ING Van Kampen Global Tactical Asset Allocation Portfolio -	ING GET U.S. Core Portfolio - Series 14
Service Class	ING Variable Portfolios, Inc.:
ING Van Kampen Growth and Income Portfolio - Service Class	ING BlackRock Science and Technology Opportunities
ING Van Kampen Growth and Income Portfolio - Service 2 Class	Portfolio - Class S
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	ING Dow Jones Euro STOXX 50 Index Portfolio - Class A
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2	ING FTSE 100 Index Portfolio - Class A
Class	ING Global Equity Option Portfolio - Class S
ING Mutual Funds:	ING Hang Seng Index Portfolio - Class S
ING Diversified International Fund - Class R	ING Index Plus LargeCap Portfolio - Class S
ING Partners, Inc.:	ING Index Plus MidCap Portfolio - Class S
ING American Century Large Company Value Portfolio - Service	ING Index Plus SmallCap Portfolio - Class S
Class	ING International Index Portfolio - Class S
ING American Century Small-Mid Cap Value Portfolio - Service	ING Japan Equity Index Portfolio - Class A
Class	ING Opportunistic Large Cap Growth Portfolio - Class S
ING Baron Small Cap Growth Portfolio - Service Class	ING Opportunistic Large Cap Portfolio - Class S
ING Columbia Small Cap Value Portfolio - Service Class	ING Russell™ Global Large Cap Index 75% Portfolio - Class S
ING Davis New York Venture Portfolio - Service Class	ING Russell™ Large Cap Growth Index Portfolio - Class S
ING JPMorgan Mid Cap Value Portfolio - Service Class	ING Russell™ Large Cap Index Portfolio - Class S
ING Legg Mason Partners Aggressive Growth Portfolio - Service	ING Russell™ Large Cap Value Index Portfolio - Class S
Class	ING Russell™ Mid Cap Growth Index Portfolio - Class S
ING Neuberger Berman Partners Portfolio - Service Class	ING Russell™ Mid Cap Index Portfolio - Class S
ING Oppenheimer Global Portfolio - Initial Class	ING Russell™ Small Cap Index Portfolio - Class S
ING Oppenheimer Global Portfolio - Service Class	ING Small Company Portfolio - Class S
ING Oppenheimer Strategic Income Portfolio - Service Class	ING U.S. Bond Index Portfolio - Class S
ING PIMCO Total Return Portfolio - Service Class	ING WisdomTree^SMGlobal High-Yielding Equity Index
	Portfolio - Class S


ING Variable Products Trust:	ProFunds:
ING International Value Portfolio - Class S	ProFund VP Bull
ING MidCap Opportunities Portfolio - Class S	ProFund VP Europe 30
ING SmallCap Opportunities Portfolio - Class S	ProFund VP Rising Rates Opportunity
Legg Mason Partners Variable Equity Trust:	Wells Fargo Funds Trust:
Legg Mason ClearBridge Variable Investors Portfolio	Wells Fargo Advantage Asset Allocation Fund
Legg Mason Global Currents Variable International All Cap	Wells Fargo Advantage C&B Large Cap Value Fund
Opportunity Portfolio	Wells Fargo Advantage Equity Income Fund
Legg Mason Partners Variable Income Trust:	Wells Fargo Advantage Large Company Growth Fund
Legg Mason Western Asset Variable High Income Portfolio	Wells Fargo Advantage Money Market Fund
Legg Mason Western Asset Variable Money Market Portfolio	Wells Fargo Advantage Small Cap Growth Fund
Oppenheimer Variable Account Funds:	Wells Fargo Advantage Total Return Bond Fund
Oppenheimer Main Street Small Cap Fund®/VA - Service Class
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II
Pioneer Small Cap Value VCT Portfolio - Class II

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 included 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, 2009, 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 ING USA Annuity and Life Insurance Company Separate Account B at December 31, 2009, 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
April 6, 2010

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				Columbia
		BlackRock	Columbia Asset	Federal	Columbia Large
	AIM V.I.	Global	Allocation	Securities Fund,	Cap Growth
	Leisure Fund -	Allocation V.I.	Fund, Variable	Variable	Fund, Variable
	Series I Shares	Fund - Class III	Series - Class A	Series - Class A	Series - Class A
Assets
Investments in mutual funds
at fair value	$ 20,125	$ 975,691	$ 308	$ 22	$ 331
Total assets	20,125	975,691	308	22	331

Liabilities
Payable to related parties	4	86	-	-	-
Total liabilities	4	86	-	-	-
Net assets	$ 20,121	$ 975,605	$ 308	$ 22	$ 331

Net assets
Accumulation units	$ 20,121	$ 975,605	$ 308	$ 22	$ 331
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 20,121	$ 975,605	$ 308	$ 22	$ 331

Total number of mutual fund shares	3,072,463	72,704,284	27,782	2,183	13,255

Cost of mutual fund shares	$ 29,319	$ 876,339	$ 384	$ 22	$ 319

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


Columbia Small
	Columbia Small	Company	Fidelity® VIP	Fidelity® VIP	Franklin Small
	Cap Value	Growth Fund,	Equity-Income	Contrafund®	Cap Value
	Fund, Variable	Variable	Portfolio -	Portfolio -	Securities
	Series - Class B	Series - Class A	Service Class 2	Service Class 2	Fund - Class 2
Assets
Investments in mutual funds
at fair value	$ 150,097	$ 25	$ 183,283	$ 795,775	$ 12,116
Total assets	150,097	25	183,283	795,775	12,116

Liabilities
Payable to related parties	31	-	29	92	1
Total liabilities	31	-	29	92	1
Net assets	$ 150,066	$ 25	$ 183,254	$ 795,683	$ 12,115

Net assets
Accumulation units	$ 150,066	$ 25	$ 183,254	$ 795,683	$ 12,115
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 150,066	$ 25	$ 183,254	$ 795,683	$ 12,115

Total number of mutual fund shares	10,736,565	2,618	11,061,137	39,220,048	948,798

Cost of mutual fund shares	$ 184,980	$ 30	$ 267,379	$ 1,050,736	$ 13,791

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


		ING	ING American
	ING Balanced	Intermediate	Funds Asset	ING American	ING American
	Portfolio -	Bond Portfolio -	Allocation	Funds Bond	Funds Growth
	Class S	Class S	Portfolio	Portfolio	Portfolio
Assets
Investments in mutual funds
at fair value	$ 6,900	$ 1,241,466	$ 306,235	$ 484,422	$ 2,104,719
Total assets	6,900	1,241,466	306,235	484,422	2,104,719

Liabilities
Payable to related parties	1	154	27	45	272
Total liabilities	1	154	27	45	272
Net assets	$ 6,899	$ 1,241,312	$ 306,208	$ 484,377	$ 2,104,447

Net assets
Accumulation units	$ 6,899	$ 1,241,312	$ 306,208	$ 484,377	$ 2,104,447
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 6,899	$ 1,241,312	$ 306,208	$ 484,377	$ 2,104,447

Total number of mutual fund shares	665,998	107,766,117	34,878,666	49,531,887	49,061,050

Cost of mutual fund shares	$ 8,579	$ 1,354,988	$ 274,661	$ 465,400	$ 2,503,105

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING American
	ING American	ING American	Funds World	ING Artio	ING Artio
	Funds Growth-	Funds	Allocation	Foreign	Foreign
	Income	International	Portfolio -	Portfolio -	Portfolio -
	Portfolio	Portfolio	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 1,376,562	$ 1,387,462	$ 102,089	$ 601,745	$ 46,743
Total assets	1,376,562	1,387,462	102,089	601,745	46,743

Liabilities
Payable to related parties	173	167	10	89	6
Total liabilities	173	167	10	89	6
Net assets	$ 1,376,389	$ 1,387,295	$ 102,079	$ 601,656	$ 46,737

Net assets
Accumulation units	$ 1,376,389	$ 1,387,295	$ 102,079	$ 601,656	$ 46,737
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,376,389	$ 1,387,295	$ 102,079	$ 601,656	$ 46,737

Total number of mutual fund shares	44,941,642	87,426,696	9,496,648	55,665,626	4,344,159

Cost of mutual fund shares	$ 1,624,898	$ 1,620,777	$ 87,437	$ 809,234	$ 58,192

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


ING BlackRock
	ING BlackRock	Large Cap	ING BlackRock	ING BlackRock	ING BlackRock
	Inflation	Growth	Large Cap	Large Cap	Large Cap
	Protected Bond	Portfolio -	Growth	Value	Value
	Portfolio -	Institutional	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 159,413	$ 148	$ 130,186	$ 25,196	$ 2,189
Total assets	159,413	148	130,186	25,196	2,189

Liabilities
Payable to related parties	12	-	21	4	-
Total liabilities	12	-	21	4	-
Net assets	$ 159,401	$ 148	$ 130,165	$ 25,192	$ 2,189

Net assets
Accumulation units	$ 159,401	$ 148	$ 130,165	$ 25,192	$ 2,189
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 159,401	$ 148	$ 130,165	$ 25,192	$ 2,189

Total number of mutual fund shares	15,690,208	17,088	15,085,232	2,613,689	228,251

Cost of mutual fund shares	$ 156,790	$ 206	$ 142,493	$ 34,397	$ 2,893

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Clarion	ING Clarion
	Global Real	Global Real	ING Clarion	ING Clarion	ING Evergreen
	Estate	Estate	Real Estate	Real Estate	Health Sciences
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 151,054	$ 2,299	$ 307,293	$ 18,839	$ 179,844
Total assets	151,054	2,299	307,293	18,839	179,844

Liabilities
Payable to related parties	18	-	67	3	28
Total liabilities	18	-	67	3	28
Net assets	$ 151,036	$ 2,299	$ 307,226	$ 18,836	$ 179,816

Net assets
Accumulation units	$ 151,036	$ 2,299	$ 307,215	$ 18,836	$ 179,816
Contracts in payout (annuitization)	-	-	11	-	-
Total net assets	$ 151,036	$ 2,299	$ 307,226	$ 18,836	$ 179,816

Total number of mutual fund shares	16,383,250	248,232	17,312,274	1,065,575	17,477,523

Cost of mutual fund shares	$ 176,303	$ 2,854	$ 475,361	$ 27,673	$ 190,548

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Evergreen	ING Evergreen	ING FMR^SM	ING FMR^SM
	Omega	Omega	Diversified Mid	Diversified Mid	ING Focus 5
	Portfolio -	Portfolio -	Cap Portfolio -	Cap Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 93,446	$ 879	$ 766,152	$ 32,441	$ 154,328
Total assets	93,446	879	766,152	32,441	154,328

Liabilities
Payable to related parties	10	-	146	5	17
Total liabilities	10	-	146	5	17
Net assets	$ 93,436	$ 879	$ 766,006	$ 32,436	$ 154,311

Net assets
Accumulation units	$ 93,436	$ 879	$ 766,002	$ 32,436	$ 154,311
Contracts in payout (annuitization)	-	-	4	-	-
Total net assets	$ 93,436	$ 879	$ 766,006	$ 32,436	$ 154,311

Total number of mutual fund shares	8,097,589	76,331	64,654,137	2,746,895	21,921,546

Cost of mutual fund shares	$ 77,137	$ 835	$ 878,487	$ 36,648	$ 184,557

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING Franklin
				Templeton
	ING Franklin	ING Franklin	ING Franklin	Founding	ING Global
	Income	Income	Mutual Shares	Strategy	Resources
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 431,703	$ 7,858	$ 187,560	$ 849,983	$ 692,165
Total assets	431,703	7,858	187,560	849,983	692,165

Liabilities
Payable to related parties	50	1	21	92	104
Total liabilities	50	1	21	92	104
Net assets	$ 431,653	$ 7,857	$ 187,539	$ 849,891	$ 692,061

Net assets
Accumulation units	$ 431,653	$ 7,857	$ 187,539	$ 849,891	$ 692,040
Contracts in payout (annuitization)	-	-	-	-	21
Total net assets	$ 431,653	$ 7,857	$ 187,539	$ 849,891	$ 692,061

Total number of mutual fund shares	46,023,731	839,568	25,906,027	109,533,888	38,755,045

Cost of mutual fund shares	$ 464,493	$ 7,974	$ 218,233	$ 963,629	$ 852,307

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING JPMorgan	ING JPMorgan
	ING Global	ING Janus	ING Janus	Emerging	Emerging
	Resources	Contrarian	Contrarian	Markets Equity Markets Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 28,493	$ 460,353	$ 21,859	$ 692,548	$ 33,340
Total assets	28,493	460,353	21,859	692,548	33,340

Liabilities
Payable to related parties	4	80	3	101	4
Total liabilities	4	80	3	101	4
Net assets	$ 28,489	$ 460,273	$ 21,856	$ 692,447	$ 33,336

Net assets
Accumulation units	$ 28,489	$ 460,273	$ 21,856	$ 692,443	$ 33,336
Contracts in payout (annuitization)	-	-	-	4	-
Total net assets	$ 28,489	$ 460,273	$ 21,856	$ 692,447	$ 33,336

Total number of mutual fund shares	1,606,169	43,470,500	2,077,838	34,065,343	1,651,306

Cost of mutual fund shares	$ 34,618	$ 657,804	$ 32,476	$ 666,216	$ 27,733

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING JPMorgan	ING JPMorgan
	Small Cap Core	Small Cap Core	ING Limited	ING Liquid	ING Liquid
	Equity	Equity	Maturity Bond	Assets	Assets
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 153,544	$ 34,231	$ 113,773	$ 1,495,189	$ 32,322
Total assets	153,544	34,231	113,773	1,495,189	32,322

Liabilities
Payable to related parties	21	5	25	225	4
Total liabilities	21	5	25	225	4
Net assets	$ 153,523	$ 34,226	$ 113,748	$ 1,494,964	$ 32,318

Net assets
Accumulation units	$ 153,523	$ 34,226	$ 113,730	$ 1,494,952	$ 32,318
Contracts in payout (annuitization)	-	-	18	12	-
Total net assets	$ 153,523	$ 34,226	$ 113,748	$ 1,494,964	$ 32,318

Total number of mutual fund shares	14,763,855	3,320,179	10,918,682	1,495,188,676	32,322,214

Cost of mutual fund shares	$ 189,219	$ 41,363	$ 121,128	$ 1,495,189	$ 32,322

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Lord	ING Lord			ING Marsico
	Abbett	Abbett	ING Marsico	ING Marsico	International
	Affiliated	Affiliated	Growth	Growth	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 57,713	$ 1,991	$ 460,554	$ 17,482	$ 175,890
Total assets	57,713	1,991	460,554	17,482	175,890

Liabilities
Payable to related parties	12	-	117	2	24
Total liabilities	12	-	117	2	24
Net assets	$ 57,701	$ 1,991	$ 460,437	$ 17,480	$ 175,866

Net assets
Accumulation units	$ 57,701	$ 1,991	$ 460,437	$ 17,480	$ 175,866
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 57,701	$ 1,991	$ 460,437	$ 17,480	$ 175,866

Total number of mutual fund shares	7,446,840	258,202	32,049,675	1,224,242	16,896,285

Cost of mutual fund shares	$ 79,641	$ 2,821	$ 405,175	$ 17,657	$ 243,648

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING
				Oppenheimer
	ING MFS Total	ING MFS Total	ING MFS	Active	ING PIMCO
	Return	Return	Utilities	Allocation	High Yield
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 797,737	$ 34,340	$ 416,706	$ 23,534	$ 400,089
Total assets	797,737	34,340	416,706	23,534	400,089

Liabilities
Payable to related parties	151	5	68	2	64
Total liabilities	151	5	68	2	64
Net assets	$ 797,586	$ 34,335	$ 416,638	$ 23,532	$ 400,025

Net assets
Accumulation units	$ 797,586	$ 34,335	$ 416,638	$ 23,532	$ 400,025
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 797,586	$ 34,335	$ 416,638	$ 23,532	$ 400,025

Total number of mutual fund shares	58,228,991	2,525,035	34,725,480	2,423,666	41,460,037

Cost of mutual fund shares	$ 941,092	$ 43,051	$ 529,457	$ 19,526	$ 406,608

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING PIMCO	ING PIMCO		ING Pioneer	ING Retirement
	Total Return	Total Return	ING Pioneer	Mid Cap Value	Conservative
	Bond Portfolio -	Bond Portfolio -	Fund Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Adviser Class
Assets
Investments in mutual funds
at fair value	$ 2,982,374	$ 73,894	$ 51,957	$ 564,092	$ 400,463
Total assets	2,982,374	73,894	51,957	564,092	400,463

Liabilities
Payable to related parties	304	7	9	106	41
Total liabilities	304	7	9	106	41
Net assets	$ 2,982,070	$ 73,887	$ 51,948	$ 563,986	$ 400,422

Net assets
Accumulation units	$ 2,982,070	$ 73,887	$ 51,948	$ 563,952	$ 400,422
Contracts in payout (annuitization)	-	-	-	34	-
Total net assets	$ 2,982,070	$ 73,887	$ 51,948	$ 563,986	$ 400,422

Total number of mutual fund shares	244,056,817	6,076,850	5,334,401	60,137,741	48,017,180

Cost of mutual fund shares	$ 2,799,410	$ 67,992	$ 60,415	$ 649,331	$ 396,179

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


		ING Retirement		ING T. Rowe	ING T. Rowe
	ING Retirement	Moderate	ING Retirement	Price Capital	Price Capital
	Growth	Growth	Moderate	Appreciation	Appreciation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Adviser Class	Adviser Class	Service Class	Service 2 Class
Assets
Investments in mutual funds
at fair value	$ 4,535,176	$ 3,108,623	$ 1,835,167	$ 2,513,726	$ 83,359
Total assets	4,535,176	3,108,623	1,835,167	2,513,726	83,359

Liabilities
Payable to related parties	764	398	218	378	11
Total liabilities	764	398	218	378	11
Net assets	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,348	$ 83,348

Net assets
Accumulation units	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,019	$ 83,348
Contracts in payout (annuitization)	-	-	-	329	-
Total net assets	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,348	$ 83,348

Total number of mutual fund shares	482,465,580	321,803,616	185,557,800	124,441,876	4,143,078

Cost of mutual fund shares	$ 4,447,317	$ 3,056,361	$ 1,809,764	$ 2,673,118	$ 97,641

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING T. Rowe	ING T. Rowe			ING Van
	Price Equity	Price Equity	ING Templeton	ING Templeton	Kampen Global
	Income	Income	Global Growth Global Growth		Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 652,672	$ 22,442	$ 299,514	$ 4,692	$ 272,644
Total assets	652,672	22,442	299,514	4,692	272,644

Liabilities
Payable to related parties	112	3	51	1	40
Total liabilities	112	3	51	1	40
Net assets	$ 652,560	$ 22,439	$ 299,463	$ 4,691	$ 272,604

Net assets
Accumulation units	$ 652,404	$ 22,439	$ 299,442	$ 4,691	$ 272,604
Contracts in payout (annuitization)	156	-	21	-	-
Total net assets	$ 652,560	$ 22,439	$ 299,463	$ 4,691	$ 272,604

Total number of mutual fund shares	62,696,598	2,168,338	28,149,829	443,477	21,707,350

Cost of mutual fund shares	$ 754,045	$ 28,238	$ 321,874	$ 5,650	$ 300,977

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Van	Kampen Global	Kampen	Kampen	ING Wells
	Kampen Global	Tactical Asset	Growth and	Growth and	Fargo Small
	Franchise	Allocation	Income	Income	Cap Disciplined
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 60,909	$ 41,761	$ 482,274	$ 51,356	$ 16,531
Total assets	60,909	41,761	482,274	51,356	16,531

Liabilities
Payable to related parties	9	5	100	7	2
Total liabilities	9	5	100	7	2
Net assets	$ 60,900	$ 41,756	$ 482,174	$ 51,349	$ 16,529

Net assets
Accumulation units	$ 60,900	$ 41,756	$ 482,142	$ 51,349	$ 16,529
Contracts in payout (annuitization)	-	-	32	-	-
Total net assets	$ 60,900	$ 41,756	$ 482,174	$ 51,349	$ 16,529

Total number of mutual fund shares	4,880,542	4,332,053	24,936,596	2,666,444	2,045,916

Cost of mutual fund shares	$ 62,733	$ 38,865	$ 547,391	$ 64,067	$ 15,420

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Wells		ING American	ING Baron	ING Columbia
	Fargo Small		Century Small-	Small Cap	Small Cap
	Cap Disciplined	ING Diversified	Mid Cap Value	Growth	Value
	Portfolio -	International	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Fund - Class R	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,347
Total assets	425	203	2,051	288,247	156,347

Liabilities
Payable to related parties	-	-	-	-	17
Total liabilities	-	-	-	-	17
Net assets	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,330

Net assets
Accumulation units	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,330
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 425	$ 203	$ 2,051	$ 288,247	$ 156,330

Total number of mutual fund shares	52,748	23,574	209,267	19,242,145	18,590,599

Cost of mutual fund shares	$ 568	$ 281	$ 1,600	$ 307,460	$ 162,630

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING Legg
			Mason Partners	ING	ING
	ING Davis New ING JPMorgan		Aggressive	Oppenheimer	Oppenheimer
	York Venture	Mid Cap Value	Growth	Global	Global
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 267,020	$ 67,921	$ 89,410	$ 7,416	$ 124,392
Total assets	267,020	67,921	89,410	7,416	124,392

Liabilities
Payable to related parties	25	6	17	1	16
Total liabilities	25	6	17	1	16
Net assets	$ 266,995	$ 67,915	$ 89,393	$ 7,415	$ 124,376

Net assets
Accumulation units	$ 266,995	$ 67,915	$ 89,393	$ 7,415	$ 124,376
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 266,995	$ 67,915	$ 89,393	$ 7,415	$ 124,376

Total number of mutual fund shares	16,762,065	5,973,700	2,347,341	609,388	10,506,062

Cost of mutual fund shares	$ 290,374	$ 60,856	$ 97,990	$ 7,759	$ 154,402

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING
	Oppenheimer
	Strategic	ING PIMCO
	Income	Total Return	ING Solution	ING Solution	ING Solution
	Portfolio -	Portfolio -	2015 Portfolio -	2025 Portfolio -	2035 Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 8,547	$ 9,629	$ 16,961	$ 16,850	$ 11,036
Total assets	8,547	9,629	16,961	16,850	11,036

Liabilities
Payable to related parties	-	-	1	1	1
Total liabilities	-	-	1	1	1
Net assets	$ 8,547	$ 9,629	$ 16,960	$ 16,849	$ 11,035

Net assets
Accumulation units	$ 8,547	$ 9,629	$ 16,960	$ 16,849	$ 11,035
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 8,547	$ 9,629	$ 16,960	$ 16,849	$ 11,035

Total number of mutual fund shares	813,992	831,533	1,667,741	1,696,868	1,102,533

Cost of mutual fund shares	$ 8,933	$ 9,458	$ 18,051	$ 17,258	$ 12,717

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING T. Rowe
			Price	ING T. Rowe
		ING Solution	Diversified Mid	Price Growth	ING Templeton
	ING Solution	Income	Cap Growth	Equity	Foreign Equity
	2045 Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Assets
Investments in mutual funds
at fair value	$ 1,384	$ 6,919	$ 9,112	$ 97,651	$ 241,257
Total assets	1,384	6,919	9,112	97,651	241,257

Liabilities
Payable to related parties	-	-	-	11	29
Total liabilities	-	-	-	11	29
Net assets	$ 1,384	$ 6,919	$ 9,112	$ 97,640	$ 241,228

Net assets
Accumulation units	$ 1,384	$ 6,919	$ 9,112	$ 97,640	$ 241,228
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,384	$ 6,919	$ 9,112	$ 97,640	$ 241,228

Total number of mutual fund shares	138,357	668,492	1,380,616	2,110,471	23,287,346

Cost of mutual fund shares	$ 1,621	$ 7,190	$ 8,797	$ 84,610	$ 267,152

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


			ING UBS U.S.	ING Van	ING Van
	ING Thornburg	ING Thornburg	Large Cap	Kampen	Kampen Equity
	Value	Value	Equity	Comstock	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Initial Class	Service Class	Service Class	Service Class	Initial Class
Assets
Investments in mutual funds
at fair value	$ 1,479	$ 7,717	$ 6,503	$ 164,293	$ 2,346
Total assets	1,479	7,717	6,503	164,293	2,346

Liabilities
Payable to related parties	-	1	-	22	25
Total liabilities	-	1	-	22	25
Net assets	$ 1,479	$ 7,716	$ 6,503	$ 164,271	$ 2,321

Net assets
Accumulation units	$ 1,479	$ 7,716	$ 6,503	$ 164,271	$ 2,321
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 1,479	$ 7,716	$ 6,503	$ 164,271	$ 2,321

Total number of mutual fund shares	50,675	266,020	812,917	18,336,310	75,589

Cost of mutual fund shares	$ 1,295	$ 8,330	$ 8,299	$ 204,691	$ 2,506

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Van	ING Strategic	ING Strategic	ING Strategic
	Kampen Equity	Allocation	Allocation	Allocation	ING Growth
	and Income	Conservative	Growth	Moderate	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class S	Class S	Class S	Class I
Assets
Investments in mutual funds
at fair value	$ 189,556	$ 1,353	$ 589	$ 657	$ 109
Total assets	189,556	1,353	589	657	109

Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 189,556	$ 1,353	$ 589	$ 657	$ 109

Net assets
Accumulation units	$ 189,556	$ 1,353	$ 589	$ 657	$ 109
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 189,556	$ 1,353	$ 589	$ 657	$ 109

Total number of mutual fund shares	6,152,406	139,081	63,208	68,919	5,606

Cost of mutual fund shares	$ 206,336	$ 1,628	$ 837	$ 867	$ 137

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Growth
	and Income	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Class S	Series 5	Series 6	Series 7	Series 8
Assets
Investments in mutual funds
at fair value	$ 453,956	$ 14,319	$ 14,420	$ 10,452	$ 5,548
Total assets	453,956	14,319	14,420	10,452	5,548

Liabilities
Payable to related parties	97	2	2	2	1
Total liabilities	97	2	2	2	1
Net assets	$ 453,859	$ 14,317	$ 14,418	$ 10,450	$ 5,547

Net assets
Accumulation units	$ 453,859	$ 14,317	$ 14,418	$ 10,450	$ 5,547
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 453,859	$ 14,317	$ 14,418	$ 10,450	$ 5,547

Total number of mutual fund shares	23,545,420	1,847,641	1,778,089	1,323,049	698,691

Cost of mutual fund shares	$ 464,492	$ 17,584	$ 17,134	$ 12,612	$ 6,659

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 9	Series 10	Series 11	Series 12	Series 13
Assets
Investments in mutual funds
at fair value	$ 5,145	$ 4,090	$ 5,719	$ 2,232	$ 15,808
Total assets	5,145	4,090	5,719	2,232	15,808

Liabilities
Payable to related parties	1	-	1	-	2
Total liabilities	1	-	1	-	2
Net assets	$ 5,144	$ 4,090	$ 5,718	$ 2,232	$ 15,806

Net assets
Accumulation units	$ 5,144	$ 4,090	$ 5,718	$ 2,232	$ 15,806
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 5,144	$ 4,090	$ 5,718	$ 2,232	$ 15,806

Total number of mutual fund shares	653,757	509,966	728,504	290,261	1,674,619

Cost of mutual fund shares	$ 6,197	$ 4,915	$ 6,743	$ 2,727	$ 16,825

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


ING BlackRock
		Science and	ING Dow Jones
		Technology	Euro STOXX	ING FTSE 100	ING Hang Seng
	ING GET U.S.	Opportunities	50 Index	Index	Index
	Core Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Series 14	Class S	Class A	Class A	Class S
Assets
Investments in mutual funds
at fair value	$ 45,371	$ 223,284	$ 608	$ 755	$ 41,691
Total assets	45,371	223,284	608	755	41,691

Liabilities
Payable to related parties	13	30	-	-	5
Total liabilities	13	30	-	-	5
Net assets	$ 45,358	$ 223,254	$ 608	$ 755	$ 41,686

Net assets
Accumulation units	$ 45,358	$ 223,254	$ 608	$ 755	$ 41,686
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 45,358	$ 223,254	$ 608	$ 755	$ 41,686

Total number of mutual fund shares	4,569,068	45,016,949	52,317	65,105	3,199,642

Cost of mutual fund shares	$ 46,444	$ 192,320	$ 608	$ 748	$ 40,029

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


				ING
	ING Index Plus	ING Index Plus	ING Index Plus	International	ING Japan
	LargeCap	MidCap	SmallCap	Index	Equity Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class A
Assets
Investments in mutual funds
at fair value	$ 174,368	$ 127,744	$ 94,482	$ 69,596	$ 324
Total assets	174,368	127,744	94,482	69,596	324

Liabilities
Payable to related parties	31	19	14	8	-
Total liabilities	31	19	14	8	-
Net assets	$ 174,337	$ 127,725	$ 94,468	$ 69,588	$ 324

Net assets
Accumulation units	$ 174,337	$ 127,725	$ 94,468	$ 69,588	$ 324
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 174,337	$ 127,725	$ 94,468	$ 69,588	$ 324

Total number of mutual fund shares	14,141,791	10,042,755	8,280,638	8,518,443	33,083

Cost of mutual fund shares	$ 232,911	$ 174,943	$ 131,995	$ 62,006	$ 322

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING	ING Russell™	ING Russell™	ING Russell™	ING Russell™
	Opportunistic	Global Large	Large Cap	Large Cap	Large Cap
	Large Cap	Cap Index 75%	Growth Index	Index	Value Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Assets
Investments in mutual funds
at fair value	$ 11,222	$ 17,238	$ 141,921	$ 372,581	$ 24,009
Total assets	11,222	17,238	141,921	372,581	24,009

Liabilities
Payable to related parties	3	1	27	84	4
Total liabilities	3	1	27	84	4
Net assets	$ 11,219	$ 17,237	$ 141,894	$ 372,497	$ 24,005

Net assets
Accumulation units	$ 11,219	$ 17,237	$ 141,894	$ 372,497	$ 24,005
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 11,219	$ 17,237	$ 141,894	$ 372,497	$ 24,005

Total number of mutual fund shares	1,176,274	1,730,711	11,070,245	41,910,072	1,899,466

Cost of mutual fund shares	$ 15,311	$ 14,328	$ 120,865	$ 316,306	$ 20,764

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING Russell™		ING Russell™
	Mid Cap	ING Russell™	Small Cap	ING Small	ING U.S. Bond
	Growth Index	Mid Cap Index	Index	Company	Index
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Assets
Investments in mutual funds
at fair value	$ 248,423	$ 85,128	$ 114,715	$ 75,541	$ 251,785
Total assets	248,423	85,128	114,715	75,541	251,785

Liabilities
Payable to related parties	55	9	15	8	27
Total liabilities	55	9	15	8	27
Net assets	$ 248,368	$ 85,119	$ 114,700	$ 75,533	$ 251,758

Net assets
Accumulation units	$ 248,368	$ 85,119	$ 114,700	$ 75,533	$ 251,758
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 248,368	$ 85,119	$ 114,700	$ 75,533	$ 251,758

Total number of mutual fund shares	18,920,296	9,203,062	11,741,583	5,159,893	24,303,548

Cost of mutual fund shares	$ 220,288	$ 69,200	$ 102,945	$ 63,680	$ 243,711

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	ING
	WisdomTree^SM
	Global High-	ING			Legg Mason
	Yielding Equity	International	ING MidCap	ING SmallCap	ClearBridge
	Index	Value	Opportunities	Opportunities	Variable
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Investors
	Class S	Class S	Class S	Class S	Portfolio
Assets
Investments in mutual funds
at fair value	$ 213,057	$ 10,719	$ 297,209	$ 59,454	$ 80
Total assets	213,057	10,719	297,209	59,454	80

Liabilities
Payable to related parties	24	1	79	13	-
Total liabilities	24	1	79	13	-
Net assets	$ 213,033	$ 10,718	$ 297,130	$ 59,441	$ 80

Net assets
Accumulation units	$ 213,033	$ 10,718	$ 297,127	$ 59,441	$ 80
Contracts in payout (annuitization)	-	-	3	-	-
Total net assets	$ 213,033	$ 10,718	$ 297,130	$ 59,441	$ 80

Total number of mutual fund shares	27,420,500	1,246,378	33,545,073	3,774,887	6,424

Cost of mutual fund shares	$ 213,825	$ 15,451	$ 314,591	$ 63,264	$ 108

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Legg Mason
	Global Currents
	Variable	Legg Mason	Legg Mason	Oppenheimer	PIMCO Real
	International	Western Asset	Western Asset	Main Street	Return
	All Cap	Variable High	Variable Money	Small Cap	Portfolio -
	Opportunity	Income	Market	Fund®/VA -	Administrative
	Portfolio	Portfolio	Portfolio	Service Class	Class
Assets
Investments in mutual funds
at fair value	$ 46	$ 78	$ 23	$ 1,600	$ 11,216
Total assets	46	78	23	1,600	11,216

Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 46	$ 78	$ 23	$ 1,600	$ 11,216

Net assets
Accumulation units	$ 46	$ 78	$ 23	$ 1,600	$ 11,216
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 46	$ 78	$ 23	$ 1,600	$ 11,216

Total number of mutual fund shares	7,361	13,793	23,087	112,059	901,596

Cost of mutual fund shares	$ 72	$ 90	$ 23	$ 1,704	$ 11,260

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Pioneer Equity				Wells Fargo
	Income VCT			ProFund VP	Advantage
	Portfolio -	ProFund VP	ProFund VP	Rising Rates	Asset Allocation
	Class II	Bull	Europe 30	Opportunity	Fund
Assets
Investments in mutual funds
at fair value	$ 15,030	$ 15,321	$ 10,446	$ 14,305	$ 2,009
Total assets	15,030	15,321	10,446	14,305	2,009

Liabilities
Payable to related parties	1	5	2	2	-
Total liabilities	1	5	2	2	-
Net assets	$ 15,029	$ 15,316	$ 10,444	$ 14,303	$ 2,009

Net assets
Accumulation units	$ 15,029	$ 15,316	$ 10,444	$ 14,303	$ 2,009
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 15,029	$ 15,316	$ 10,444	$ 14,303	$ 2,009

Total number of mutual fund shares	891,969	655,011	496,021	1,001,053	190,752

Cost of mutual fund shares	$ 19,384	$ 19,884	$ 13,960	$ 19,990	$ 2,426

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Wells Fargo	Wells Fargo	Wells Fargo	Wells Fargo	Wells Fargo
	Advantage	Advantage	Advantage	Advantage	Advantage
	C&B Large	Equity Income	Large Company	Money Market	Small Cap
	Cap Value Fund	Fund	Growth Fund	Fund	Growth Fund
Assets
Investments in mutual funds
at fair value	$ 238	$ 555	$ 1,529	$ 36	$ 464
Total assets	238	555	1,529	36	464

Liabilities
Payable to related parties	-	-	-	-	-
Total liabilities	-	-	-	-	-
Net assets	$ 238	$ 555	$ 1,529	$ 36	$ 464

Net assets
Accumulation units	$ 238	$ 555	$ 1,529	$ 36	$ 464
Contracts in payout (annuitization)	-	-	-	-	-
Total net assets	$ 238	$ 555	$ 1,529	$ 36	$ 464

Total number of mutual fund shares	26,732	49,074	170,459	36,370	73,125

Cost of mutual fund shares	$ 251	$ 773	$ 1,464	$ 36	$ 537

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Assets and Liabilities

December 31, 2009

(Dollars in thousands)


	Wells Fargo
	Advantage Total
	Return Bond
	Fund
Assets
Investments in mutual funds
at fair value	$ 1,080
Total assets	1,080

Liabilities
Payable to related parties	-
Total liabilities	-
Net assets	$ 1,080

Net assets
Accumulation units	$ 1,080
Contracts in payout (annuitization)	-
Total net assets	$ 1,080

Total number of mutual fund shares	104,489

Cost of mutual fund shares	$ 1,035

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				Columbia
		BlackRock	Columbia Asset	Federal	Columbia Large
	AIM V.I.	Global	Allocation	Securities Fund,	Cap Growth
	Leisure Fund -	Allocation V.I.	Fund, Variable	Variable	Fund, Variable
	Series I Shares	Fund - Class III	Series - Class A	Series - Class A	Series - Class A
Net investment income (loss)
Income:
Dividends	$ 344	$ 16,196	$ 11	$ 2	$ 2
Total investment income	344	16,196	11	2	2
Expenses:
Mortality, expense risk
and other charges	315	12,683	4	-	4
Annual administrative charges	9	172	-	-	-
Contingent deferred sales charges	21	330	-	-	-
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	151	5,739	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	496	18,924	4	-	4
Net investment income (loss)	(152)	(2,728)	7	2	(2)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(3,132)	(6,491)	(3)	-	(3)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(3,132)	(6,491)	(3)	-	(3)
Net unrealized appreciation
(depreciation) of investments	7,970	153,606	52	(1)	87
Net realized and unrealized gain (loss)
on investments	4,838	147,115	49	(1)	84
Net increase (decrease) in net assets
resulting from operations	$ 4,686	$ 144,387	$ 56	$ 1	$ 82

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		Columbia Small
	Columbia Small	Company	Fidelity® VIP	Fidelity® VIP	Franklin Small
	Cap Value	Growth Fund,	Equity-Income	Contrafund®	Cap Value
	Fund, Variable	Variable	Portfolio -	Portfolio -	Securities
	Series - Class B	Series - Class A	Service Class 2	Service Class 2	Fund - Class 2
Net investment income (loss)
Income:
Dividends	$ 1,233	$ -	$ 3,341	$ 8,103	$ 160
Total investment income	1,233	-	3,341	8,103	160
Expenses:
Mortality, expense risk
and other charges	2,372	1	2,745	11,914	100
Annual administrative charges	59	-	59	190	1
Contingent deferred sales charges	119	-	153	526	2
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,254	-	1,183	5,043	41
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,804	1	4,140	17,673	144
Net investment income (loss)	(2,571)	(1)	(799)	(9,570)	16

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(10,764)	(2)	(20,914)	(97,536)	(464)
Capital gains distributions	255	-	-	196	442
Total realized gain (loss) on investments
and capital gains distributions	(10,509)	(2)	(20,914)	(97,340)	(22)
Net unrealized appreciation
(depreciation) of investments	39,355	10	60,712	315,224	2,746
Net realized and unrealized gain (loss)
on investments	28,846	8	39,798	217,884	2,724
Net increase (decrease) in net assets
resulting from operations	$ 26,275	$ 7	$ 38,999	$ 208,314	$ 2,740

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING	ING
		ING	AllianceBernstein	AllianceBernstein	ING American
	ING Balanced	Intermediate	Mid Cap Growth	Mid Cap Growth	Funds Asset
	Portfolio -	Bond Portfolio -	Portfolio - Service	Portfolio - Service 2	Allocation
	Class S	Class S	Class	Class	Portfolio
Net investment income (loss)
Income:
Dividends	$ 270	$ 73,158	$ -	$ -	$ 3,876
Total investment income	270	73,158	-	-	3,876
Expenses:
Mortality, expense risk
and other charges	77	19,392	1,966	98	4,018
Annual administrative charges	1	317	17	-	55
Contingent deferred sales charges	2	1,297	96	2	144
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	10	7,572	640	57	1,816
Amortization of deferred charges	-	2	-	-	-
Total expenses	90	28,580	2,719	157	6,033
Net investment income (loss)	180	44,578	(2,719)	(157)	(2,157)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(448)	(25,677)	(154,075)	(7,717)	(2,085)
Capital gains distributions	-	-	-	-	1,056
Total realized gain (loss) on investments
and capital gains distributions	(448)	(25,677)	(154,075)	(7,717)	(1,029)
Net unrealized appreciation
(depreciation) of investments	1,277	77,998	199,076	9,849	54,499
Net realized and unrealized gain (loss)
on investments	829	52,321	45,001	2,132	53,470
Net increase (decrease) in net assets
resulting from operations	$ 1,009	$ 96,899	$ 42,282	$ 1,975	$ 51,313

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


					ING American
			ING American	ING American	Funds World
	ING American	ING American	Fund Growth-	Funds	Allocation
	Funds Bond	Funds Growth	Income	International	Portfolio -
	Portfolio	Portfolio	Portfolio	Portfolio	Service Class
Net investment income (loss)
Income:
Dividends	$ 13,452	$ 33,986	$ 27,902	$ 39,432	$ 281
Total investment income	13,452	33,986	27,902	39,432	281
Expenses:
Mortality, expense risk
and other charges	6,648	30,697	20,313	19,120	944
Annual administrative charges	93	549	350	333	16
Contingent deferred sales charges	352	1,611	1,032	809	33
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	2,836	14,041	8,756	8,231	378
Amortization of deferred charges	-	-	-	2	-
Total expenses	9,929	46,898	30,451	28,495	1,371
Net investment income (loss)	3,523	(12,912)	(2,549)	10,937	(1,090)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(1,843)	(30,563)	(18,732)	(1,426)	2,582
Capital gains distributions	85	232,431	87,690	181,240	-
Total realized gain (loss) on investments
and capital gains distributions	(1,758)	201,868	68,958	179,814	2,582
Net unrealized appreciation
(depreciation) of investments	34,679	356,847	228,716	174,029	14,266
Net realized and unrealized gain (loss)
on investments	32,921	558,715	297,674	353,843	16,848
Net increase (decrease) in net assets
resulting from operations	$ 36,444	$ 545,803	$ 295,125	$ 364,780	$ 15,758

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING BlackRock
			ING BlackRock	Large Cap	ING BlackRock
	ING Artio	ING Artio	Inflation	Growth	Large Cap
	Foreign	Foreign	Protected Bond	Portfolio -	Growth
	Portfolio -	Portfolio -	Portfolio -	Institutional	Portfolio -
	Service Class	Service 2 Class	Service Class	Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 17,192	$ 1,217	$ 1,924	$ 1	$ 355
Total investment income	17,192	1,217	1,924	1	355
Expenses:
Mortality, expense risk
and other charges	8,827	705	1,037	1	1,904
Annual administrative charges	166	13	21	-	44
Contingent deferred sales charges	451	17	58	-	132
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	3,897	402	376	-	779
Amortization of deferred charges	-	-	-	-	-
Total expenses	13,341	1,137	1,492	1	2,859
Net investment income (loss)	3,851	80	432	-	(2,504)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(27,947)	(1,526)	1,080	(11)	(12,056)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(27,947)	(1,526)	1,080	(11)	(12,056)
Net unrealized appreciation
(depreciation) of investments	106,632	7,567	2,623	49	42,442
Net realized and unrealized gain (loss)
on investments	78,685	6,041	3,703	38	30,386
Net increase (decrease) in net assets
resulting from operations	$ 82,536	$ 6,121	$ 4,135	$ 38	$ 27,882

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING BlackRock	ING BlackRock	ING Clarion	ING Clarion
	Large Cap	Large Cap	Global Real	Global Real	ING Clarion
	Value	Value	Estate	Estate	Real Estate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 103	$ 5	$ 3,275	$ 43	$ 10,146
Total investment income	103	5	3,275	43	10,146
Expenses:
Mortality, expense risk
and other charges	425	37	2,165	33	4,255
Annual administrative charges	9	1	34	-	126
Contingent deferred sales charges	29	1	102	1	302
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	193	21	978	19	1,737
Amortization of deferred charges	-	-	-	-	-
Total expenses	656	60	3,279	53	6,420
Net investment income (loss)	(553)	(55)	(4)	(10)	3,726

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(3,536)	(108)	(21,929)	(229)	(55,438)
Capital gains distributions	-	-	-	-	6,198
Total realized gain (loss) on investments
and capital gains distributions	(3,536)	(108)	(21,929)	(229)	(49,240)
Net unrealized appreciation
(depreciation) of investments	6,048	344	59,954	807	121,520
Net realized and unrealized gain (loss)
on investments	2,512	236	38,025	578	72,280
Net increase (decrease) in net assets
resulting from operations	$ 1,959	$ 181	$ 38,021	$ 568	$ 76,006

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Clarion	ING Evergreen	ING Evergreen	ING Evergreen	ING FMR^SM
	Real Estate	Health Sciences	Omega	Omega	Diversified Mid
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Cap Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 578	$ -	$ 218	$ -	$ 3,126
Total investment income	578	-	218	-	3,126
Expenses:
Mortality, expense risk
and other charges	266	2,888	738	15	11,127
Annual administrative charges	5	57	18	-	306
Contingent deferred sales charges	5	153	51	-	538
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	153	1,322	300	9	4,046
Amortization of deferred charges	-	-	-	-	-
Total expenses	429	4,420	1,107	24	16,017
Net investment income (loss)	149	(4,420)	(889)	(24)	(12,891)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,594)	(8,794)	(215)	(26)	(28,190)
Capital gains distributions	375	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,219)	(8,794)	(215)	(26)	(28,190)
Net unrealized appreciation
(depreciation) of investments	6,801	38,662	17,391	312	241,241
Net realized and unrealized gain (loss)
on investments	4,582	29,868	17,176	286	213,051
Net increase (decrease) in net assets
resulting from operations	$ 4,731	$ 25,448	$ 16,287	$ 262	$ 200,160

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING FMR^SM		ING Franklin	ING Franklin	ING Franklin
	Diversified Mid	ING Focus 5	Income	Income	Mutual Shares
	Cap Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 97	$ 2	$ 23,506	$ 462	$ 209
Total investment income	97	2	23,506	462	209
Expenses:
Mortality, expense risk
and other charges	499	2,251	6,062	126	2,714
Annual administrative charges	10	32	101	2	41
Contingent deferred sales charges	13	131	339	2	142
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	280	1,208	2,159	62	1,082
Amortization of deferred charges	-	-	-	-	-
Total expenses	802	3,622	8,661	192	3,979
Net investment income (loss)	(705)	(3,620)	14,845	270	(3,770)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(869)	(19,278)	(12,855)	(883)	(13,244)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(869)	(19,278)	(12,855)	(883)	(13,244)
Net unrealized appreciation
(depreciation) of investments	10,062	48,080	88,813	2,414	52,591
Net realized and unrealized gain (loss)
on investments	9,193	28,802	75,958	1,531	39,347
Net increase (decrease) in net assets
resulting from operations	$ 8,488	$ 25,182	$ 90,803	$ 1,801	$ 35,577

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Franklin
	Templeton
	Founding	ING Global	ING Global	ING Growth	ING Growth
	Strategy	Resources	Resources	and Income	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio II -	Portfolio II -
	Service Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 21,959	$ 2,022	$ 11	$ 3,538	$ 237
Total investment income	21,959	2,022	11	3,538	237
Expenses:
Mortality, expense risk
and other charges	12,481	10,850	439	1,230	98
Annual administrative charges	203	212	8	7	-
Contingent deferred sales charges	695	660	14	81	5
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	6,215	4,798	256	552	60
Amortization of deferred charges	-	-	-	-	-
Total expenses	19,594	16,520	717	1,870	163
Net investment income (loss)	2,365	(14,498)	(706)	1,668	74

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(33,454)	(48,883)	(490)	(163,053)	(13,252)
Capital gains distributions	10,503	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(22,951)	(48,883)	(490)	(163,053)	(13,252)
Net unrealized appreciation
(depreciation) of investments	202,439	251,057	8,414	177,974	14,414
Net realized and unrealized gain (loss)
on investments	179,488	202,174	7,924	14,921	1,162
Net increase (decrease) in net assets
resulting from operations	$ 181,853	$ 187,676	$ 7,218	$ 16,589	$ 1,236

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING	ING
	ING Index Plus	ING Index Plus	International	International
	International	International	Growth	Growth	ING Janus
	Equity	Equity	Opportunities	Opportunities	Contrarian
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1,013	$ 17	$ 1,824	$ 140	$ 2,511
Total investment income	1,013	17	1,824	140	2,511
Expenses:
Mortality, expense risk
and other charges	149	3	537	48	7,209
Annual administrative charges	-	-	6	-	161
Contingent deferred sales charges	8	-	27	5	367
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	58	2	128	31	2,987
Amortization of deferred charges	-	-	-	-	-
Total expenses	215	5	698	84	10,724
Net investment income (loss)	798	12	1,126	56	(8,213)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(18,492)	(303)	(57,152)	(4,645)	(89,271)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(18,492)	(303)	(57,152)	(4,645)	(89,271)
Net unrealized appreciation
(depreciation) of investments	20,269	338	74,924	6,204	218,338
Net realized and unrealized gain (loss)
on investments	1,777	35	17,772	1,559	129,067
Net increase (decrease) in net assets
resulting from operations	$ 2,575	$ 47	$ 18,898	$ 1,615	$ 120,854

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING JPMorgan	ING JPMorgan	ING JPMorgan	ING JPMorgan
	ING Janus	Emerging	Emerging	Small Cap Core	Small Cap Core
	Contrarian	Markets Equity Markets Equity		Equity	Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 62	$ 8,188	$ 309	$ 569	$ 72
Total investment income	62	8,188	309	569	72
Expenses:
Mortality, expense risk
and other charges	347	9,773	476	2,272	542
Annual administrative charges	6	209	9	43	11
Contingent deferred sales charges	4	487	9	123	12
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	195	4,270	271	1,061	312
Amortization of deferred charges	-	-	-	-	-
Total expenses	552	14,739	765	3,499	877
Net investment income (loss)	(490)	(6,551)	(456)	(2,930)	(805)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(3,292)	11,967	1,033	(8,990)	(981)
Capital gains distributions	-	-	-	3,022	705
Total realized gain (loss) on investments
and capital gains distributions	(3,292)	11,967	1,033	(5,968)	(276)
Net unrealized appreciation
(depreciation) of investments	9,247	287,371	13,106	37,207	7,627
Net realized and unrealized gain (loss)
on investments	5,955	299,338	14,139	31,239	7,351
Net increase (decrease) in net assets
resulting from operations	$ 5,465	$ 292,787	$ 13,683	$ 28,309	$ 6,546

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING JPMorgan	ING JPMorgan	ING LifeStyle	ING LifeStyle
	Value	Value	Aggressive	Aggressive	ING LifeStyle
	Opportunities	Opportunities	Growth	Growth	Conservative
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 948	$ 37	$ 28,198	$ 78	$ 8,790
Total investment income	948	37	28,198	78	8,790
Expenses:
Mortality, expense risk
and other charges	143	6	11,083	38	3,552
Annual administrative charges	1	-	135	1	20
Contingent deferred sales charges	10	-	722	-	109
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	30	4	6,410	21	1,558
Amortization of deferred charges	-	-	-	-	-
Total expenses	184	10	18,350	60	5,239
Net investment income (loss)	764	27	9,848	18	3,551

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(17,325)	(644)	(373,119)	(1,671)	7,747
Capital gains distributions	-	-	12,199	37	32,700
Total realized gain (loss) on investments
and capital gains distributions	(17,325)	(644)	(360,920)	(1,634)	40,447
Net unrealized appreciation
(depreciation) of investments	17,502	648	521,999	2,126	(699)
Net realized and unrealized gain (loss)
on investments	177	4	161,079	492	39,748
Net increase (decrease) in net assets
resulting from operations	$ 941	$ 31	$ 170,927	$ 510	$ 43,299

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING LifeStyle	ING LifeStyle
	ING LifeStyle	ING LifeStyle	ING LifeStyle	Moderate	Moderate
	Conservative	Growth	Growth	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 29	$ 142,326	$ 467	$ 139,674	$ 635
Total investment income	29	142,326	467	139,674	635
Expenses:
Mortality, expense risk
and other charges	5	43,592	148	36,696	182
Annual administrative charges	-	883	1	253	1
Contingent deferred sales charges	-	2,104	4	2,271	4
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	2	22,079	77	15,747	71
Amortization of deferred charges	-	1	-	-	-
Total expenses	7	68,659	230	54,967	258
Net investment income (loss)	22	73,667	237	84,707	377

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(81)	(1,030,217)	(3,948)	(625,235)	(4,045)
Capital gains distributions	116	63,738	216	53,613	255
Total realized gain (loss) on investments
and capital gains distributions	35	(966,479)	(3,732)	(571,622)	(3,790)
Net unrealized appreciation
(depreciation) of investments	-	1,524,090	5,608	988,979	5,800
Net realized and unrealized gain (loss)
on investments	35	557,611	1,876	417,357	2,010
Net increase (decrease) in net assets
resulting from operations	$ 57	$ 631,278	$ 2,113	$ 502,064	$ 2,387

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING LifeStyle	ING LifeStyle	ING Limited	ING Liquid	ING Liquid
	Moderate	Moderate	Maturity Bond	Assets	Assets
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 92,127	$ 1,092	$ 5,845	$ 2,139	$ 26
Total investment income	92,127	1,092	5,845	2,139	26
Expenses:
Mortality, expense risk
and other charges	21,644	238	1,945	33,803	779
Annual administrative charges	133	1	58	575	9
Contingent deferred sales charges	1,258	3	133	8,053	154
Minimum death benefit guarantee charges	-	-	-	2	-
Other contract charges	8,598	120	234	9,290	340
Amortization of deferred charges	-	-	1	(2)	-
Total expenses	31,633	362	2,371	51,721	1,282
Net investment income (loss)	60,494	730	3,474	(49,582)	(1,256)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(255,960)	(1,955)	(3,007)	-	-
Capital gains distributions	20,724	248	1,013	4,075	87
Total realized gain (loss) on investments
and capital gains distributions	(235,236)	(1,707)	(1,994)	4,075	87
Net unrealized appreciation
(depreciation) of investments	432,533	4,078	4,524	-	-
Net realized and unrealized gain (loss)
on investments	197,297	2,371	2,530	4,075	87
Net increase (decrease) in net assets
resulting from operations	$ 257,791	$ 3,101	$ 6,004	$ (45,507)	$ (1,169)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Lord	ING Lord			ING Marsico
	Abbett	Abbett	ING Marsico	ING Marsico	International
	Affiliated	Affiliated	Growth	Growth	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 399	$ 11	$ 3,616	$ 110	$ 2,053
Total investment income	399	11	3,616	110	2,053
Expenses:
Mortality, expense risk
and other charges	919	32	6,943	271	2,879
Annual administrative charges	24	1	244	5	51
Contingent deferred sales charges	51	-	319	7	135
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	292	15	2,083	150	1,344
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,286	48	9,589	433	4,409
Net investment income (loss)	(887)	(37)	(5,973)	(323)	(2,356)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(5,214)	(178)	10,411	(133)	(22,978)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(5,214)	(178)	10,411	(133)	(22,978)
Net unrealized appreciation
(depreciation) of investments	13,521	477	92,547	4,078	74,292
Net realized and unrealized gain (loss)
on investments	8,307	299	102,958	3,945	51,314
Net increase (decrease) in net assets
resulting from operations	$ 7,420	$ 262	$ 96,985	$ 3,622	$ 48,958

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING Multi-	ING
				Manager	Oppenheimer
	ING MFS Total	ING MFS Total	ING MFS	International	Active
	Return	Return	Utilities	Small Cap	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Class S	Service Class
Net investment income (loss)
Income:
Dividends	$ 18,750	$ 765	$ 20,238	$ 2,129	$ 148
Total investment income	18,750	765	20,238	2,129	148
Expenses:
Mortality, expense risk
and other charges	12,548	583	6,286	92	233
Annual administrative charges	321	10	131	1	3
Contingent deferred sales charges	727	16	482	4	7
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	3,563	305	2,787	41	98
Amortization of deferred charges	1	-	-	-	-
Total expenses	17,160	914	9,686	138	341
Net investment income (loss)	1,590	(149)	10,552	1,991	(193)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(26,042)	(2,166)	(15,443)	172	79
Capital gains distributions	-	-	-	-	36
Total realized gain (loss) on investments
and capital gains distributions	(26,042)	(2,166)	(15,443)	172	115
Net unrealized appreciation
(depreciation) of investments	131,083	6,589	99,841	852	3,983
Net realized and unrealized gain (loss)
on investments	105,041	4,423	84,398	1,024	4,098
Net increase (decrease) in net assets
resulting from operations	$ 106,631	$ 4,274	$ 94,950	$ 3,015	$ 3,905

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING	ING
	Oppenheimer	Oppenheimer		ING PIMCO	ING PIMCO	ING PIMCO
	Main Street	Main Street		High Yield	Total Return	Total Return
	Portfolio® -	Portfolio® -		Portfolio -	Bond Portfolio -	Bond Portfolio -
	Service Class	Service 2 Class		Service Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ 1,493	$ 18		$ 30,099	$ 103,970	$ 2,476
Total investment income	1,493		18	30,099	103,970	2,476
Expenses:
Mortality, expense risk
and other charges	1,636		24	6,156	45,116	1,213
Annual administrative charges	8		-	(404)	652	15
Contingent deferred sales charges	84		1	350	3,159	43
Minimum death benefit guarantee charges	-		-	-	-	-
Other contract charges	413		14	1,848	17,197	546
Amortization of deferred charges	-		-	-	3	-
Total expenses	2,141		39	7,950	66,127	1,817
Net investment income (loss)	(648)		(21)	22,149	37,843	659

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(11,836)		(820)	(18,648)	13,414	553
Capital gains distributions	-		-	-	84,399	2,109
Total realized gain (loss) on investments
and capital gains distributions	(11,836)		(820)	(18,648)	97,813	2,662
Net unrealized appreciation
(depreciation) of investments	25,048		977	132,752	159,164	4,065
Net realized and unrealized gain (loss)
on investments	13,212		157	114,104	256,977	6,727
Net increase (decrease) in net assets
resulting from operations	$ 12,564	$ 136		$ 136,253	$ 294,820	$ 7,386

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


					ING Retirement
		ING Pioneer	ING Retirement	ING Retirement	Moderate
	ING Pioneer	Mid Cap Value	Conservative	Growth	Growth
	Fund Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Adviser Class	Adviser Class	Adviser Class
Net investment income (loss)
Income:
Dividends	$ 561	$ 6,288	$ -	$ -	$ -
Total investment income	561	6,288	-	-	-
Expenses:
Mortality, expense risk
and other charges	767	8,618	1,315	14,855	10,078
Annual administrative charges	17	212	58	1,051	558
Contingent deferred sales charges	36	458	56	751	413
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	331	3,482	544	7,048	4,017
Amortization of deferred charges	-	1	-	-	-
Total expenses	1,151	12,771	1,973	23,705	15,066
Net investment income (loss)	(590)	(6,483)	(1,973)	(23,705)	(15,066)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,250)	(21,539)	137	(53)	(177)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,250)	(21,539)	137	(53)	(177)
Net unrealized appreciation
(depreciation) of investments	11,780	130,193	4,284	87,859	52,262
Net realized and unrealized gain (loss)
on investments	9,530	108,654	4,421	87,806	52,085
Net increase (decrease) in net assets
resulting from operations	$ 8,940	$ 102,171	$ 2,448	$ 64,101	$ 37,019

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING T. Rowe	ING T. Rowe	ING T. Rowe	ING T. Rowe
	ING Retirement	Price Capital	Price Capital	Price Equity	Price Equity
	Moderate	Appreciation	Appreciation	Income	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Service Class	Service 2 Class	Service Class	Service 2 Class
Net investment income (loss)
Income:
Dividends	$ -	$ 42,153	$ 1,288	$ 10,026	$ 325
Total investment income	-	42,153	1,288	10,026	325
Expenses:
Mortality, expense risk
and other charges	5,946	37,394	1,339	9,425	350
Annual administrative charges	304	791	22	225	7
Contingent deferred sales charges	304	2,123	46	498	18
Minimum death benefit guarantee charges	-	1	-	1	-
Other contract charges	2,255	14,113	708	3,536	197
Amortization of deferred charges	-	2	-	4	-
Total expenses	8,809	54,424	2,115	13,689	572
Net investment income (loss)	(8,809)	(12,271)	(827)	(3,663)	(247)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(14)	(10,212)	(2,736)	(13,272)	(1,180)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(14)	(10,212)	(2,736)	(13,272)	(1,180)
Net unrealized appreciation
(depreciation) of investments	25,403	598,703	22,878	132,250	5,403
Net realized and unrealized gain (loss)
on investments	25,389	588,491	20,142	118,978	4,223
Net increase (decrease) in net assets
resulting from operations	$ 16,580	$ 576,220	$ 19,315	$ 115,315	$ 3,976

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING Van	ING Van	ING Van
	ING Templeton	ING Templeton	Kampen Capital	Kampen Capital	Kampen Global
	Global Growth Global Growth		Growth	Growth	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 5,528	$ 82	$ 635	$ -	$ 16,248
Total investment income	5,528	82	635	-	16,248
Expenses:
Mortality, expense risk
and other charges	4,191	71	1,104	-	3,985
Annual administrative charges	102	1	6	-	80
Contingent deferred sales charges	186	3	77	-	242
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,429	40	574	-	1,797
Amortization of deferred charges	-	-	-	-	-
Total expenses	5,908	115	1,761	-	6,104
Net investment income (loss)	(380)	(33)	(1,126)	-	10,144

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	669	(158)	(69,476)	(1)	(6,867)
Capital gains distributions	-	-	-	-	7,031
Total realized gain (loss) on investments
and capital gains distributions	669	(158)	(69,476)	(1)	164
Net unrealized appreciation
(depreciation) of investments	65,048	1,222	94,626	3	43,610
Net realized and unrealized gain (loss)
on investments	65,717	1,064	25,150	2	43,774
Net increase (decrease) in net assets
resulting from operations	$ 65,337	$ 1,031	$ 24,024	$ 2	$ 53,918

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Van	Kampen Global	Kampen	Kampen	ING Wells
	Kampen Global	Tactical Asset	Growth and	Growth and	Fargo Small
	Franchise	Allocation	Income	Income	Cap Disciplined
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 3,805	$ 683	$ 5,601	$ 532	$ 67
Total investment income	3,805	683	5,601	532	67
Expenses:
Mortality, expense risk
and other charges	969	342	7,131	809	169
Annual administrative charges	19	8	204	13	4
Contingent deferred sales charges	30	8	305	23	7
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	524	144	1,813	413	76
Amortization of deferred charges	-	-	1	-	-
Total expenses	1,542	502	9,454	1,258	256
Net investment income (loss)	2,263	181	(3,853)	(726)	(189)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(402)	260	(27,909)	(1,677)	(3,325)
Capital gains distributions	1,695	712	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	1,293	972	(27,909)	(1,677)	(3,325)
Net unrealized appreciation
(depreciation) of investments	8,737	2,795	116,163	11,062	5,929
Net realized and unrealized gain (loss)
on investments	10,030	3,767	88,254	9,385	2,604
Net increase (decrease) in net assets
resulting from operations	$ 12,293	$ 3,948	$ 84,401	$ 8,659	$ 2,415

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Wells		ING American	ING American	ING Baron
	Fargo Small		Century Large	Century Small-	Small Cap
	Cap Disciplined	ING Diversified	Company Value	Mid Cap Value	Growth
	Portfolio -	International	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Fund - Class R	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 2	$ 1	$ 10	$ 27	$ -
Total investment income	2	1	10	27	-
Expenses:
Mortality, expense risk
and other charges	7	2	3	13	3,888
Annual administrative charges	-	-	-	-	58
Contingent deferred sales charges	-	-	-	-	197
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	4	1	1	7	1,689
Amortization of deferred charges	-	-	-	-	-
Total expenses	11	3	4	20	5,832
Net investment income (loss)	(9)	(2)	6	7	(5,832)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(30)	(31)	(401)	(116)	(13,593)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(30)	(31)	(401)	(116)	(13,593)
Net unrealized appreciation
(depreciation) of investments	129	82	425	688	84,871
Net realized and unrealized gain (loss)
on investments	99	51	24	572	71,278
Net increase (decrease) in net assets
resulting from operations	$ 90	$ 49	$ 30	$ 579	$ 65,446

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


				ING Legg
	ING Columbia			Mason Partners	ING Neuberger
	Small Cap	ING Davis New	ING JPMorgan	Aggressive	Berman
	Value	York Venture	Mid Cap Value	Growth	Partners
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 1,793	$ 1,510	$ 757	$ -	$ 1,973
Total investment income	1,793	1,510	757	-	1,973
Expenses:
Mortality, expense risk
and other charges	2,536	3,779	816	1,440	521
Annual administrative charges	33	47	11	33	3
Contingent deferred sales charges	139	145	46	65	29
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,140	1,523	281	768	126
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,848	5,494	1,154	2,306	679
Net investment income (loss)	(2,055)	(3,984)	(397)	(2,306)	1,294

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(19,844)	(9,833)	(5,063)	(1,541)	(50,216)
Capital gains distributions	-	-	862	-	-
Total realized gain (loss) on investments
and capital gains distributions	(19,844)	(9,833)	(4,201)	(1,541)	(50,216)
Net unrealized appreciation
(depreciation) of investments	53,172	72,285	17,143	24,464	57,119
Net realized and unrealized gain (loss)
on investments	33,328	62,452	12,942	22,923	6,903
Net increase (decrease) in net assets
resulting from operations	$ 31,273	$ 58,468	$ 12,545	$ 20,617	$ 8,197

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


			ING
	ING	ING	Oppenheimer
	Oppenheimer	Oppenheimer	Strategic	ING PIMCO
	Global	Global	Income	Total Return	ING Solution
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	2015 Portfolio -
	Initial Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 164	$ 2,462	$ 287	$ 314	$ 552
Total investment income	164	2,462	287	314	552
Expenses:
Mortality, expense risk
and other charges	82	1,815	78	94	145
Annual administrative charges	2	32	1	1	1
Contingent deferred sales charges	4	91	-	1	12
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	3	756	10	19	75
Amortization of deferred charges	-	-	-	-	-
Total expenses	91	2,694	89	115	233
Net investment income (loss)	73	(232)	198	199	319

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(325)	(11,074)	(467)	68	(456)
Capital gains distributions	119	2,046	-	348	129
Total realized gain (loss) on investments
and capital gains distributions	(206)	(9,028)	(467)	416	(327)
Net unrealized appreciation
(depreciation) of investments	2,273	43,891	1,703	490	2,759
Net realized and unrealized gain (loss)
on investments	2,067	34,863	1,236	906	2,432
Net increase (decrease) in net assets
resulting from operations	$ 2,140	$ 34,631	$ 1,434	$ 1,105	$ 2,751

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


					ING T. Rowe
					Price
				ING Solution	Diversified Mid
	ING Solution	ING Solution	ING Solution	Income	Cap Growth
	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 457	$ 276	$ 28	$ 325	$ 19
Total investment income	457	276	28	325	19
Expenses:
Mortality, expense risk
and other charges	136	100	14	64	65
Annual administrative charges	1	1	1	1	1
Contingent deferred sales charges	1	43	-	-	1
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	69	64	7	18	30
Amortization of deferred charges	-	-	-	-	-
Total expenses	207	208	22	83	97
Net investment income (loss)	250	68	6	242	(78)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(213)	(791)	(212)	(145)	(161)
Capital gains distributions	12	9	10	24	-
Total realized gain (loss) on investments
and capital gains distributions	(201)	(782)	(202)	(121)	(161)
Net unrealized appreciation
(depreciation) of investments	3,286	2,934	483	754	2,763
Net realized and unrealized gain (loss)
on investments	3,085	2,152	281	633	2,602
Net increase (decrease) in net assets
resulting from operations	$ 3,335	$ 2,220	$ 287	$ 875	$ 2,524

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING T. Rowe				ING UBS U.S.
	Price Growth	ING Templeton	ING Thornburg	ING Thornburg	Large Cap
	Equity	Foreign Equity	Value	Value	Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Initial Class	Service Class	Service Class
Net investment income (loss)
Income:
Dividends	$ 6	$ -	$ 15	$ 50	$ 73
Total investment income	6	-	15	50	73
Expenses:
Mortality, expense risk
and other charges	958	3,263	19	91	95
Annual administrative charges	20	56	1	2	2
Contingent deferred sales charges	27	148	1	3	14
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	364	1,411	-	33	39
Amortization of deferred charges	-	-	-	-	-
Total expenses	1,369	4,878	21	129	150
Net investment income (loss)	(1,363)	(4,878)	(6)	(79)	(77)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(9,856)	(20,024)	(14)	(291)	(729)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(9,856)	(20,024)	(14)	(291)	(729)
Net unrealized appreciation
(depreciation) of investments	31,516	71,714	479	2,354	2,302
Net realized and unrealized gain (loss)
on investments	21,660	51,690	465	2,063	1,573
Net increase (decrease) in net assets
resulting from operations	$ 20,297	$ 46,812	$ 459	$ 1,984	$ 1,496

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Van	ING Van	ING Van	ING Strategic	ING Strategic
	Kampen	Kampen Equity Kampen Equity		Allocation	Allocation
	Comstock	and Income	and Income	Conservative	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Initial Class	Service Class	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ 3,467	$ 42	$ 2,982	$ 104	$ 51
Total investment income	3,467	42	2,982	104	51
Expenses:
Mortality, expense risk
and other charges	2,416	17	2,896	12	6
Annual administrative charges	44	51	-	-	-
Contingent deferred sales charges	94	147	-	-	-
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,100	1,104	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,654	1,319	2,896	12	6
Net investment income (loss)	(187)	(1,277)	86	92	45

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(11,332)	(37)	(10,641)	(100)	(75)
Capital gains distributions	-	-	-	-	29
Total realized gain (loss) on investments
and capital gains distributions	(11,332)	(37)	(10,641)	(100)	(46)
Net unrealized appreciation
(depreciation) of investments	44,003	447	43,914	208	107
Net realized and unrealized gain (loss)
on investments	32,671	410	33,273	108	61
Net increase (decrease) in net assets
resulting from operations	$ 32,484	$ (867)	$ 33,359	$ 200	$ 106

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Strategic
	Allocation	ING Growth		ING Growth
	Moderate	and Income		and Income	ING GET U.S.	ING GET U.S.
	Portfolio -	Portfolio -		Portfolio -	Core Portfolio -	Core Portfolio -
	Class S	Class I		Class S	Series 3	Series 4
Net investment income (loss)
Income:
Dividends	$ 49	$ 1		$ 5,286	$ 770	$ 1,024
Total investment income	49		1	5,286	770	1,024
Expenses:
Mortality, expense risk
and other charges	6		1	5,626	150	227
Annual administrative charges	-		-	190	(2)	3
Contingent deferred sales charges	-		-	308	24	34
Minimum death benefit guarantee charges	-		-	-	-	-
Other contract charges	2		-	1,879	-	1
Amortization of deferred charges	-		-	-	-	-
Total expenses	8		1	8,003	172	265
Net investment income (loss)	41		-	(2,717)	598	759

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(72)		(4)	(19,572)	(2,939)	(5,630)
Capital gains distributions	17		-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(55)		(4)	(19,572)	(2,939)	(5,630)
Net unrealized appreciation
(depreciation) of investments	108		28	101,072	2,033	4,620
Net realized and unrealized gain (loss)
on investments	53		24	81,500	(906)	(1,010)
Net increase (decrease) in net assets
resulting from operations	$ 94	$ 24		$ 78,783	$ (308)	$ (251)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 5	Series 6	Series 7	Series 8	Series 9
Net investment income (loss)
Income:
Dividends	$ 560	$ 359	$ 256	$ 155	$ 126
Total investment income	560	359	256	155	126
Expenses:
Mortality, expense risk
and other charges	322	325	221	127	103
Annual administrative charges	6	6	4	3	2
Contingent deferred sales charges	24	49	7	31	4
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	-	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	352	380	232	161	109
Net investment income (loss)	208	(21)	24	(6)	17

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(893)	(1,130)	(441)	(548)	(295)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(893)	(1,130)	(441)	(548)	(295)
Net unrealized appreciation
(depreciation) of investments	562	997	274	506	243
Net realized and unrealized gain (loss)
on investments	(331)	(133)	(167)	(42)	(52)
Net increase (decrease) in net assets
resulting from operations	$ (123)	$ (154)	$ (143)	$ (48)	$ (35)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.	ING GET U.S.
	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -	Core Portfolio -
	Series 10	Series 11	Series 12	Series 13	Series 14
Net investment income (loss)
Income:
Dividends	$ 130	$ 267	$ 80	$ 677	$ 2,402
Total investment income	130	267	80	677	2,402
Expenses:
Mortality, expense risk
and other charges	100	142	49	319	1,052
Annual administrative charges	1	1	1	10	26
Contingent deferred sales charges	4	14	2	3	28
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	-	-	-	-	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	105	157	52	332	1,106
Net investment income (loss)	25	110	28	345	1,296

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(248)	(559)	(170)	(484)	(310)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(248)	(559)	(170)	(484)	(310)
Net unrealized appreciation
(depreciation) of investments	71	218	65	(713)	(3,050)
Net realized and unrealized gain (loss)
on investments	(177)	(341)	(105)	(1,197)	(3,360)
Net increase (decrease) in net assets
resulting from operations	$ (152)	$ (231)	$ (77)	$ (852)	$ (2,064)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING BlackRock
	Science and	ING Dow Jones
	Technology	Euro STOXX		ING Global
	Opportunities	50 Index	ING FTSE 100	Equity Option	ING Hang Seng
	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -	Index Portfolio -
	Class S	Class A	Class A	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ -	$ 29	$ 198
Total investment income	-	-	-	29	198
Expenses:
Mortality, expense risk
and other charges	2,559	2	2	76	245
Annual administrative charges	60	-	-	-	7
Contingent deferred sales charges	116	-	-	8	12
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,111	1	-	34	104
Amortization of deferred charges	-	-	-	-	-
Total expenses	3,846	3	2	118	368
Net investment income (loss)	(3,846)	(3)	(2)	(89)	(170)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(9,989)	13	-	856	764
Capital gains distributions	-	-	-	732	-
Total realized gain (loss) on investments
and capital gains distributions	(9,989)	13	-	1,588	764
Net unrealized appreciation
(depreciation) of investments	73,814	-	7	(92)	1,662
Net realized and unrealized gain (loss)
on investments	63,825	13	7	1,496	2,426
Net increase (decrease) in net assets
resulting from operations	$ 59,979	$ 10	$ 5	$ 1,407	$ 2,256

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Index Plus	ING Index Plus	ING Index Plus	ING	ING Japan
	LargeCap	MidCap	SmallCap	International	Equity Index
	Portfolio -	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class A
Net investment income (loss)
Income:
Dividends	$ 4,789	$ 1,630	$ 1,293	$ -	$ -
Total investment income	4,789	1,630	1,293	-		-
Expenses:
Mortality, expense risk
and other charges	2,590	1,899	1,424	548		1
Annual administrative charges	78	39	27	14		-
Contingent deferred sales charges	131	106	91	49		-
Minimum death benefit guarantee charges	-	-	-	-		-
Other contract charges	733	770	614	201		1
Amortization of deferred charges	-	-	-	-		-
Total expenses	3,532	2,814	2,156	812		2
Net investment income (loss)	1,257	(1,184)	(863)	(812)		(2)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(20,494)	(15,463)	(11,004)	(531)		(9)
Capital gains distributions	-	-	-	-		-
Total realized gain (loss) on investments
and capital gains distributions	(20,494)	(15,463)	(11,004)	(531)		(9)
Net unrealized appreciation
(depreciation) of investments	49,484	45,570	28,599	8,690		2
Net realized and unrealized gain (loss)
on investments	28,990	30,107	17,595	8,159		(7)
Net increase (decrease) in net assets
resulting from operations	$ 30,247	$ 28,923	$ 16,732	$ 7,347	$ (9)

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING
	Opportunistic		ING	ING Russell™	ING Russell™
	Large Cap		Opportunistic	Global Large	Large Cap	ING Russell™
	Growth		Large Cap	Cap Index 75%	Growth Index	Large Cap
	Portfolio -		Portfolio -	Portfolio -	Portfolio -	Index Portfolio -
	Class S		Class S	Class S	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ 1		$ 312	$ 295	$ -	$ -
Total investment income		1	312	295	-	-
Expenses:
Mortality, expense risk
and other charges		2	167	181	1,071	2,976
Annual administrative charges		-	5	2	53	165
Contingent deferred sales charges		-	20	3	57	109
Minimum death benefit guarantee charges		-	-	-	-	-
Other contract charges		-	44	69	465	768
Amortization of deferred charges		-	-	-	-	-
Total expenses		2	236	255	1,646	4,018
Net investment income (loss)		(1)	76	40	(1,646)	(4,018)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(181)	(1,624)	275	1,187	1,260
Capital gains distributions		-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions		(181)	(1,624)	275	1,187	1,260
Net unrealized appreciation
(depreciation) of investments		231	2,712	2,749	21,056	58,609
Net realized and unrealized gain (loss)
on investments		50	1,088	3,024	22,243	59,869
Net increase (decrease) in net assets
resulting from operations	$ 49		$ 1,164	$ 3,064	$ 20,597	$ 55,851

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	ING Russell™	ING Russell™
	Large Cap	Mid Cap	ING Russell™	ING Russell™	ING Small
	Value Index	Growth Index	Mid Cap Index	Small Cap	Company
	Portfolio -	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ -	$ -	$ 320
Total investment income	-	-	-	-	320
Expenses:
Mortality, expense risk
and other charges	173	1,633	871	1,479	890
Annual administrative charges	7	100	17	27	15
Contingent deferred sales charges	8	66	28	58	62
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	37	473	336	630	364
Amortization of deferred charges	-	-	-	-	-
Total expenses	225	2,272	1,252	2,194	1,331
Net investment income (loss)	(225)	(2,272)	(1,252)	(2,194)	(1,011)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	367	1,109	(3,279)	(12,526)	(8,664)
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	367	1,109	(3,279)	(12,526)	(8,664)
Net unrealized appreciation
(depreciation) of investments	3,245	28,135	21,683	34,800	22,788
Net realized and unrealized gain (loss)
on investments	3,612	29,244	18,404	22,274	14,124
Net increase (decrease) in net assets
resulting from operations	$ 3,387	$ 26,972	$ 17,152	$ 20,080	$ 13,113

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		ING
		WisdomTree^SM	ING
		Global High-	International	ING MidCap	ING SmallCap
	ING U.S. Bond	Yielding Equity	Value	Opportunities	Opportunities
	Index Portfolio -	Index Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S	Class S
Net investment income (loss)
Income:
Dividends	$ 5,255	$ -	$ 151	$ 303	$ -
Total investment income	5,255	-	151	303	-
Expenses:
Mortality, expense risk
and other charges	4,301	2,951	98	4,089	895
Annual administrative charges	62	41	1	165	26
Contingent deferred sales charges	280	158	-	181	49
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	1,710	1,447	40	1,267	433
Amortization of deferred charges	-	-	-	-	-
Total expenses	6,353	4,597	139	5,702	1,403
Net investment income (loss)	(1,098)	(4,597)	12	(5,399)	(1,403)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	3,864	(18,171)	(1,275)	(15,469)	(893)
Capital gains distributions	2,030	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	5,894	(18,171)	(1,275)	(15,469)	(893)
Net unrealized appreciation
(depreciation) of investments	3,568	68,090	3,426	101,185	15,414
Net realized and unrealized gain (loss)
on investments	9,462	49,919	2,151	85,716	14,521
Net increase (decrease) in net assets
resulting from operations	$ 8,364	$ 45,322	$ 2,163	$ 80,317	$ 13,118

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		Legg Mason
		Global Currents
	Legg Mason	Variable	Legg Mason		Legg Mason	Oppenheimer
	ClearBridge	International	Western Asset		Western Asset	Main Street
	Variable	All Cap	Variable High		Variable Money	Small Cap
	Investors	Opportunity	Income		Market	Fund®/VA -
	Portfolio	Portfolio	Portfolio		Portfolio	Service Class
Net investment income (loss)
Income:
Dividends	$ 1	$ -	$ 8		$ -	$ 6
Total investment income	1	-		8	-	6
Expenses:
Mortality, expense risk
and other charges	1	1		1	-	12
Annual administrative charges	-	-		-	-	-
Contingent deferred sales charges	-	-		-	-	-
Minimum death benefit guarantee charges	-	-		-	-	-
Other contract charges	-	-		-	-	5
Amortization of deferred charges	-	-		-	-	-
Total expenses	1	1		1	-	17
Net investment income (loss)	-	(1)		7	-	(11)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(7)	(7)		(2)	-	(77)
Capital gains distributions	-	-		-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(7)	(7)		(2)	-	(77)
Net unrealized appreciation
(depreciation) of investments	22	17		23	-	471
Net realized and unrealized gain (loss)
on investments	15	10		21	-	394
Net increase (decrease) in net assets
resulting from operations	$ 15	$ 9	$ 28		$ -	$ 383

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	PIMCO Real
	Return	Pioneer Equity	Pioneer Small
	Portfolio -	Income VCT	Cap Value VCT
	Administrative	Portfolio -	Portfolio -	ProFund VP	ProFund VP
	Class	Class II	Class II	Bull	Europe 30
Net investment income (loss)
Income:
Dividends	$ 275	$ 427	$ -	$ 95	$ 264
Total investment income	275	427	-	95	264
Expenses:
Mortality, expense risk
and other charges	89	140	9	241	166
Annual administrative charges	1	1	-	9	4
Contingent deferred sales charges	-	-	1	13	18
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	23	49	1	111	77
Amortization of deferred charges	-	-	-	-	-
Total expenses	113	190	11	374	265
Net investment income (loss)	162	237	(11)	(279)	(1)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(65)	(1,049)	(2,985)	(848)	(1,510)
Capital gains distributions	406	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	341	(1,049)	(2,985)	(848)	(1,510)
Net unrealized appreciation
(depreciation) of investments	872	2,633	2,845	3,813	3,915
Net realized and unrealized gain (loss)
on investments	1,213	1,584	(140)	2,965	2,405
Net increase (decrease) in net assets
resulting from operations	$ 1,375	$ 1,821	$ (151)	$ 2,686	$ 2,404

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


		Wells Fargo	Wells Fargo	Wells Fargo		Wells Fargo
	ProFund VP	Advantage	Advantage	Advantage		Advantage
	Rising Rates	Asset Allocation	C&B Large Cap	Equity Income		Large Company
	Opportunity	Fund	Value Fund	Fund		Growth Fund
Net investment income (loss)
Income:
Dividends	$ 76	$ 37	$ 4	$ 10		$ 5
Total investment income	76	37	4		10	5
Expenses:
Mortality, expense risk
and other charges	253	32	4		10	27
Annual administrative charges	6	1	-		-	-
Contingent deferred sales charges	15	-	-		-	-
Minimum death benefit guarantee charges	-	-	-		-	-
Other contract charges	86	17	2		3	13
Amortization of deferred charges	-	-	-		-	-
Total expenses	360	50	6		13	40
Net investment income (loss)	(284)	(13)	(2)		(3)	(35)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(2,153)	(104)	(11)		(30)	(11)
Capital gains distributions	-	-	-		-	-
Total realized gain (loss) on investments
and capital gains distributions	(2,153)	(104)	(11)		(30)	(11)
Net unrealized appreciation
(depreciation) of investments	6,093	324	67		102	524
Net realized and unrealized gain (loss)
on investments	3,940	220	56		72	513
Net increase (decrease) in net assets
resulting from operations	$ 3,656	$ 207	$ 54	$ 69		$ 478

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Operations

For the year ended December 31, 2009

(Dollars in thousands)


	Wells Fargo	Wells Fargo	Wells Fargo
	Advantage	Advantage	Advantage
	Money Market	Small Cap	Total Return
	Fund	Growth Fund	Bond Fund
Net investment income (loss)
Income:
Dividends	$ -	$ -	$ 47
Total investment income	-	-	47
Expenses:
Mortality, expense risk
and other charges	1	8	19
Annual administrative charges	-	-	-
Contingent deferred sales charges	-	-	-
Minimum death benefit guarantee charges	-	-	-
Other contract charges	-	4	7
Amortization of deferred charges	-	-	-
Total expenses	1	12	26
Net investment income (loss)	(1)	(12)	21

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	-	(62)	1
Capital gains distributions	-	-	4
Total realized gain (loss) on investments
and capital gains distributions	-	(62)	5
Net unrealized appreciation
(depreciation) of investments	-	249	65
Net realized and unrealized gain (loss)
on investments	-	187	70
Net increase (decrease) in net assets
resulting from operations	$ (1)	$ 175	$ 91

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				Columbia
		BlackRock	Columbia Asset	Federal
	AIM V.I.	Global	Allocation	Securities Fund,
	Leisure Fund -	Allocation V.I.	Fund, Variable	Variable Series
	Series I Shares	Fund - Class III	Series - Class A	- Class A
Net assets at January 1, 2008	$ 42,305	$ -	$ 668	$ 80

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(438)	7,155	10	4
Total realized gain (loss) on investments
and capital gains distributions	4,232	591	71	(6)
Net unrealized appreciation (depreciation)
of investments	(19,898)	(54,254)	(231)	4
Net increase (decrease) in net assets from operations	(16,104)	(46,508)	(150)	2
Changes from principal transactions:
Premiums	48	222,833	-	-
Death Benefits	(251)	(1,171)	(51)	-
Surrenders and withdrawals	(8,138)	222,426	(205)	(55)
Transfers between Divisions
(including fixed account), net	2	220	-	-
Increase (decrease) in net assets derived from
principal transactions	(8,339)	444,308	(256)	(55)
Total increase (decrease) in net assets	(24,443)	397,800	(406)	(53)
Net assets at December 31, 2008	17,862	397,800	262	27

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(152)	(2,728)	7	2
Total realized gain (loss) on investments
and capital gains distributions	(3,132)	(6,491)	(3)	-
Net unrealized appreciation (depreciation)
of investments	7,970	153,606	52	(1)
Net increase (decrease) in net assets from operations	4,686	144,387	56	1
Changes from principal transactions:
Premiums	5	133,817	-	-
Death Benefits	(167)	(4,568)	-	-
Surrenders and withdrawals	(935)	(17,228)	(5)	(6)
Transfers between Divisions
(including fixed account), net	(1,330)	321,397	(5)	-
Increase (decrease) in net assets derived from
principal transactions	(2,427)	433,418	(10)	(6)
Total increase (decrease) in net assets	2,259	577,805	46	(5)
Net assets at December 31, 2009	$ 20,121	$ 975,605	$ 308	$ 22

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			Columbia Small
	Columbia Large	Columbia Small	Company	Fidelity® VIP
	Cap Growth	Cap Value	Growth Fund,	Equity-Income
	Fund, Variable	Fund, Variable	Variable Series	Portfolio -
	Series - Class A	Series - Class B	- Class A	Service Class 2
Net assets at January 1, 2008	$ 484	$ 256,889	$ 91	$ 373,387

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5)	(4,187)	(1)	(605)
Total realized gain (loss) on investments
and capital gains distributions	(1)	23,641	10	(12,351)
Net unrealized appreciation (depreciation)
of investments	(189)	(86,156)	(47)	(132,398)
Net increase (decrease) in net assets from operations	(195)	(66,702)	(38)	(145,354)
Changes from principal transactions:
Premiums	-	97	-	15,056
Death Benefits	(2)	(1,208)	-	(2,590)
Surrenders and withdrawals	(29)	(47,462)	(2)	(73,720)
Transfers between Divisions
(including fixed account), net	-	125	-	277
Increase (decrease) in net assets derived from
principal transactions	(31)	(48,448)	(2)	(60,977)
Total increase (decrease) in net assets	(226)	(115,150)	(40)	(206,331)
Net assets at December 31, 2008	258	141,739	51	167,056

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(2,571)	(1)	(799)
Total realized gain (loss) on investments
and capital gains distributions	(3)	(10,509)	(2)	(20,914)
Net unrealized appreciation (depreciation)
of investments	87	39,355	10	60,712
Net increase (decrease) in net assets from operations	82	26,275	7	38,999
Changes from principal transactions:
Premiums	-	65	-	1,200
Death Benefits	(7)	(1,659)	(17)	(2,297)
Surrenders and withdrawals	(2)	(5,785)	(16)	(8,937)
Transfers between Divisions
(including fixed account), net	-	(10,569)	-	(12,767)
Increase (decrease) in net assets derived from
principal transactions	(9)	(17,948)	(33)	(22,801)
Total increase (decrease) in net assets	73	8,327	(26)	16,198
Net assets at December 31, 2009	$ 331	$ 150,066	$ 25	$ 183,254

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	Fidelity® VIP	Franklin Small		ING
	Contrafund®	Cap Value	ING Balanced	Intermediate
	Portfolio -	Securities Fund	Portfolio -	Bond Portfolio -
	Service Class 2	- Class 2	Class S	Class S
Net assets at January 1, 2008	$ 922,587	$ 8,548	$ 9,901	$ 1,068,161

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(11,521)	(16)	151	40,270
Total realized gain (loss) on investments
and capital gains distributions	8,137	520	349	11,087
Net unrealized appreciation (depreciation)
of investments	(467,013)	(3,792)	(3,303)	(189,985)
Net increase (decrease) in net assets from operations	(470,397)	(3,288)	(2,803)	(138,628)
Changes from principal transactions:
Premiums	225,354	3,142	1,422	251,904
Death Benefits	(8,332)	(3)	(254)	(10,787)
Surrenders and withdrawals	(13,373)	(1,153)	(1,867)	(49,564)
Transfers between Divisions
(including fixed account), net	659	-	-	1,214
Increase (decrease) in net assets derived from
principal transactions	204,308	1,986	(699)	192,767
Total increase (decrease) in net assets	(266,089)	(1,302)	(3,502)	54,139
Net assets at December 31, 2008	656,498	7,246	6,399	1,122,300

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(9,570)	16	180	44,578
Total realized gain (loss) on investments
and capital gains distributions	(97,340)	(22)	(448)	(25,677)
Net unrealized appreciation (depreciation)
of investments	315,224	2,746	1,277	77,998
Net increase (decrease) in net assets from operations	208,314	2,740	1,009	96,899
Changes from principal transactions:
Premiums	36,945	2,853	283	67,971
Death Benefits	(5,993)	(129)	(99)	(12,576)
Surrenders and withdrawals	(27,878)	(338)	(408)	(74,361)
Transfers between Divisions
(including fixed account), net	(72,203)	(257)	(285)	41,079
Increase (decrease) in net assets derived from
principal transactions	(69,129)	2,129	(509)	22,113
Total increase (decrease) in net assets	139,185	4,869	500	119,012
Net assets at December 31, 2009	$ 795,683	$ 12,115	$ 6,899	$ 1,241,312

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING	ING
	AllianceBernstein	AllianceBernstein	ING American
	Mid Cap Growth	Mid Cap Growth	Funds Asset	ING American
	Portfolio - Service	Portfolio - Service 2	Allocation	Funds Bond
	Class	Class	Portfolio	Portfolio
Net assets at January 1, 2008	$ 431,682	$ 18,868	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(6,542)	(365)	(1,353)	(2,803)
Total realized gain (loss) on investments
and capital gains distributions	62,059	2,344	(1,220)	(1,802)
Net unrealized appreciation (depreciation)
of investments	(240,695)	(10,453)	(22,925)	(15,657)
Net increase (decrease) in net assets from operations	(185,178)	(8,474)	(25,498)	(20,262)
Changes from principal transactions:
Premiums	23,279	197	119,105	161,909
Death Benefits	(6,938)	(93)	(105)	(793)
Surrenders and withdrawals	(71,710)	(1,637)	54,827	111,211
Transfers between Divisions
(including fixed account), net	452	3	40	103
Increase (decrease) in net assets derived from
principal transactions	(54,917)	(1,530)	173,867	272,430
Total increase (decrease) in net assets	(240,095)	(10,004)	148,369	252,168
Net assets at December 31, 2008	191,587	8,864	148,369	252,168

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,719)	(157)	(2,157)	3,523
Total realized gain (loss) on investments
and capital gains distributions	(154,075)	(7,717)	(1,029)	(1,758)
Net unrealized appreciation (depreciation)
of investments	199,076	9,849	54,499	34,679
Net increase (decrease) in net assets from operations	42,282	1,975	51,313	36,444
Changes from principal transactions:
Premiums	3,748	12	66,114	75,041
Death Benefits	(3,240)	(31)	(2,359)	(2,949)
Surrenders and withdrawals	(8,346)	(151)	(6,172)	(16,202)
Transfers between Divisions
(including fixed account), net	(226,031)	(10,669)	48,943	139,875
Increase (decrease) in net assets derived from
principal transactions	(233,869)	(10,839)	106,526	195,765
Total increase (decrease) in net assets	(191,587)	(8,864)	157,839	232,209
Net assets at December 31, 2009	$ -	$ -	$ 306,208	$ 484,377


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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING American
		ING American	ING American	Funds World
	ING American	Funds Growth-	Funds	Allocation
	Funds Growth	Income	International	Portfolio -
	Portfolio	Portfolio	Portfolio	Service Class
Net assets at January 1, 2008	$ 2,455,766	$ 1,595,008	$ 1,548,000	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(33,533)	(12,482)	(6,347)	(23)
Total realized gain (loss) on investments
and capital gains distributions	178,272	59,959	101,181	-
Net unrealized appreciation (depreciation)
of investments	(1,354,204)	(725,097)	(830,068)	386
Net increase (decrease) in net assets from operations	(1,209,465)	(677,620)	(735,234)	363
Changes from principal transactions:
Premiums	414,568	278,361	270,467	10,735
Death Benefits	(22,031)	(15,493)	(12,839)	-
Surrenders and withdrawals	(96,239)	(107,104)	(117,571)	2,030
Transfers between Divisions
(including fixed account), net	1,666	1,733	953	-
Increase (decrease) in net assets derived from
principal transactions	297,964	157,497	141,010	12,765
Total increase (decrease) in net assets	(911,501)	(520,123)	(594,224)	13,128
Net assets at December 31, 2008	1,544,265	1,074,885	953,776	13,128

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(12,912)	(2,549)	10,937	(1,090)
Total realized gain (loss) on investments
and capital gains distributions	201,868	68,958	179,814	2,582
Net unrealized appreciation (depreciation)
of investments	356,847	228,716	174,029	14,266
Net increase (decrease) in net assets from operations	545,803	295,125	364,780	15,758
Changes from principal transactions:
Premiums	112,850	71,842	62,374	32,022
Death Benefits	(19,814)	(18,164)	(12,514)	(381)
Surrenders and withdrawals	(65,388)	(44,684)	(41,254)	(1,313)
Transfers between Divisions
(including fixed account), net	(13,269)	(2,615)	60,133	42,865
Increase (decrease) in net assets derived from
principal transactions	14,379	6,379	68,739	73,193
Total increase (decrease) in net assets	560,182	301,504	433,519	88,951
Net assets at December 31, 2009	$ 2,104,447	$ 1,376,389	$ 1,387,295	$ 102,079

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING BlackRock
			ING BlackRock	Large Cap
	ING Artio	ING Artio	Inflation	Growth
	Foreign	Foreign	Protected Bond	Portfolio -
	Portfolio -	Portfolio -	Portfolio -	Institutional
	Service Class	Service 2 Class	Service Class	Class
Net assets at January 1, 2008	$ 908,393	$ 74,247	$ -	$ 244

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(17,585)	(1,529)	-	(2)
Total realized gain (loss) on investments
and capital gains distributions	95,942	7,609	-	14
Net unrealized appreciation (depreciation)
of investments	(497,266)	(39,130)	-	(103)
Net increase (decrease) in net assets from operations	(418,909)	(33,050)	-	(91)
Changes from principal transactions:
Premiums	133,540	527	-	-
Death Benefits	(6,321)	(565)	-	-
Surrenders and withdrawals	(118,122)	(2,203)	-	(22)
Transfers between Divisions
(including fixed account), net	688	(1)	-	-
Increase (decrease) in net assets derived from
principal transactions	9,785	(2,242)	-	(22)
Total increase (decrease) in net assets	(409,124)	(35,292)	-	(113)
Net assets at December 31, 2008	499,269	38,955	-	131

Increase (decrease) in net assets
Operations:
Net investment income (loss)	3,851	80	432	-
Total realized gain (loss) on investments
and capital gains distributions	(27,947)	(1,526)	1,080	(11)
Net unrealized appreciation (depreciation)
of investments	106,632	7,567	2,623	49
Net increase (decrease) in net assets from operations	82,536	6,121	4,135	38
Changes from principal transactions:
Premiums	24,582	184	18,430	-
Death Benefits	(5,102)	(305)	(215)	-
Surrenders and withdrawals	(22,455)	(901)	(3,618)	(12)
Transfers between Divisions
(including fixed account), net	22,826	2,683	140,669	(9)
Increase (decrease) in net assets derived from
principal transactions	19,851	1,661	155,266	(21)
Total increase (decrease) in net assets	102,387	7,782	159,401	17
Net assets at December 31, 2009	$ 601,656	$ 46,737	$ 159,401	$ 148

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING BlackRock	ING BlackRock	ING BlackRock	ING Clarion
	Large Cap	Large Cap	Large Cap	Global Real
	Growth	Value	Value	Estate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 153,507	$ 57,552	$ 4,303	$ 145,395

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,917)	(876)	(78)	(3,367)
Total realized gain (loss) on investments
and capital gains distributions	8,373	1,124	184	(9,292)
Net unrealized appreciation (depreciation)
of investments	(69,280)	(18,792)	(1,532)	(69,097)
Net increase (decrease) in net assets from operations	(63,824)	(18,544)	(1,426)	(81,756)
Changes from principal transactions:
Premiums	18,099	12	-	44,889
Death Benefits	(1,914)	(619)	(33)	(1,440)
Surrenders and withdrawals	(11,624)	(10,858)	(638)	11,290
Transfers between Divisions
(including fixed account), net	101	54	6	172
Increase (decrease) in net assets derived from
principal transactions	4,662	(11,411)	(665)	54,911
Total increase (decrease) in net assets	(59,162)	(29,955)	(2,091)	(26,845)
Net assets at December 31, 2008	94,345	27,597	2,212	118,550

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,504)	(553)	(55)	(4)
Total realized gain (loss) on investments
and capital gains distributions	(12,056)	(3,536)	(108)	(21,929)
Net unrealized appreciation (depreciation)
of investments	42,442	6,048	344	59,954
Net increase (decrease) in net assets from operations	27,882	1,959	181	38,021
Changes from principal transactions:
Premiums	7,152	11	-	10,057
Death Benefits	(1,087)	(536)	(53)	(930)
Surrenders and withdrawals	(5,837)	(1,250)	(101)	(3,988)
Transfers between Divisions
(including fixed account), net	7,710	(2,589)	(50)	(10,674)
Increase (decrease) in net assets derived from
principal transactions	7,938	(4,364)	(204)	(5,535)
Total increase (decrease) in net assets	35,820	(2,405)	(23)	32,486
Net assets at December 31, 2009	$ 130,165	$ 25,192	$ 2,189	$ 151,036

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Clarion
	Global Real	ING Clarion	ING Clarion	ING Evergreen
	Estate	Real Estate	Real Estate	Health Sciences
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 2,736	$ 578,834	$ 30,569	$ 205,635

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(61)	(5,413)	(411)	(4,148)
Total realized gain (loss) on investments
and capital gains distributions	(169)	82,687	4,652	9,968
Net unrealized appreciation (depreciation)
of investments	(1,052)	(269,772)	(15,142)	(75,064)
Net increase (decrease) in net assets from operations	(1,282)	(192,498)	(10,901)	(69,244)
Changes from principal transactions:
Premiums	38	10,443	219	21,772
Death Benefits	(45)	(5,616)	(134)	(1,430)
Surrenders and withdrawals	248	(120,639)	(3,901)	7,981
Transfers between Divisions
(including fixed account), net	-	314	4	35
Increase (decrease) in net assets derived from
principal transactions	241	(115,498)	(3,812)	28,358
Total increase (decrease) in net assets	(1,041)	(307,996)	(14,713)	(40,886)
Net assets at December 31, 2008	1,695	270,838	15,856	164,749

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(10)	3,726	149	(4,420)
Total realized gain (loss) on investments
and capital gains distributions	(229)	(49,240)	(2,219)	(8,794)
Net unrealized appreciation (depreciation)
of investments	807	121,520	6,801	38,662
Net increase (decrease) in net assets from operations	568	76,006	4,731	25,448
Changes from principal transactions:
Premiums	5	1,030	33	9,457
Death Benefits	-	(3,376)	(158)	(1,196)
Surrenders and withdrawals	(73)	(16,270)	(465)	(7,477)
Transfers between Divisions
(including fixed account), net	104	(21,002)	(1,161)	(11,165)
Increase (decrease) in net assets derived from
principal transactions	36	(39,618)	(1,751)	(10,381)
Total increase (decrease) in net assets	604	36,388	2,980	15,067
Net assets at December 31, 2009	$ 2,299	$ 307,226	$ 18,836	$ 179,816

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Evergreen	ING Evergreen	ING FMR^SM	ING FMR^SM
	Omega	Omega	Diversified Mid Diversified Mid
	Portfolio -	Portfolio -	Cap Portfolio -	Cap Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2008	$ 8,527	$ 1,301	$ 1,061,996	$ 47,072

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(152)	(28)	(12,891)	(842)
Total realized gain (loss) on investments
and capital gains distributions	(57)	137	60,933	2,873
Net unrealized appreciation (depreciation)
of investments	(2,013)	(467)	(463,280)	(20,323)
Net increase (decrease) in net assets from operations	(2,222)	(358)	(415,238)	(18,292)
Changes from principal transactions:
Premiums	1,032	-	69,623	224
Death Benefits	(47)	(8)	(13,694)	(400)
Surrenders and withdrawals	1,625	(135)	(122,565)	(3,226)
Transfers between Divisions
(including fixed account), net	1	2	960	9
Increase (decrease) in net assets derived from
principal transactions	2,611	(141)	(65,676)	(3,393)
Total increase (decrease) in net assets	389	(499)	(480,914)	(21,685)
Net assets at December 31, 2008	8,916	802	581,082	25,387

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(889)	(24)	(12,891)	(705)
Total realized gain (loss) on investments
and capital gains distributions	(215)	(26)	(28,190)	(869)
Net unrealized appreciation (depreciation)
of investments	17,391	312	241,241	10,062
Net increase (decrease) in net assets from operations	16,287	262	200,160	8,488
Changes from principal transactions:
Premiums	6,378	-	20,215	79
Death Benefits	(271)	(11)	(9,250)	(372)
Surrenders and withdrawals	(2,612)	(8)	(37,819)	(743)
Transfers between Divisions
(including fixed account), net	64,738	(166)	11,618	(403)
Increase (decrease) in net assets derived from
principal transactions	68,233	(185)	(15,236)	(1,439)
Total increase (decrease) in net assets	84,520	77	184,924	7,049
Net assets at December 31, 2009	$ 93,436	$ 879	$ 766,006	$ 32,436

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Franklin	ING Franklin	ING Franklin
	ING Focus 5	Income	Income	Mutual Shares
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 99,541	$ 342,076	$ 9,020	$ 199,485

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(389)	2,763	25	2,201
Total realized gain (loss) on investments
and capital gains distributions	(7,459)	(5,413)	(547)	(6,659)
Net unrealized appreciation (depreciation)
of investments	(76,000)	(125,039)	(2,514)	(82,809)
Net increase (decrease) in net assets from operations	(83,848)	(127,689)	(3,036)	(87,267)
Changes from principal transactions:
Premiums	112,585	71,357	186	42,441
Death Benefits	(668)	(4,670)	(22)	(2,111)
Surrenders and withdrawals	3,132	6,955	(293)	(6,388)
Transfers between Divisions
(including fixed account), net	7	388	(3)	154
Increase (decrease) in net assets derived from
principal transactions	115,056	74,030	(132)	34,096
Total increase (decrease) in net assets	31,208	(53,659)	(3,168)	(53,171)
Net assets at December 31, 2008	130,749	288,417	5,852	146,314

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3,620)	14,845	270	(3,770)
Total realized gain (loss) on investments
and capital gains distributions	(19,278)	(12,855)	(883)	(13,244)
Net unrealized appreciation (depreciation)
of investments	48,080	88,813	2,414	52,591
Net increase (decrease) in net assets from operations	25,182	90,803	1,801	35,577
Changes from principal transactions:
Premiums	13,138	20,434	42	11,316
Death Benefits	(653)	(4,819)	(20)	(2,206)
Surrenders and withdrawals	(3,373)	(18,221)	(115)	(5,918)
Transfers between Divisions
(including fixed account), net	(10,732)	55,039	297	2,456
Increase (decrease) in net assets derived from
principal transactions	(1,620)	52,433	204	5,648
Total increase (decrease) in net assets	23,562	143,236	2,005	41,225
Net assets at December 31, 2009	$ 154,311	$ 431,653	$ 7,857	$ 187,539

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Franklin
	Templeton
	Founding	ING Global	ING Global	ING Growth
	Strategy	Resources	Resources	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio II -
	Service Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 520,590	$ 828,047	$ 41,169	$ 352,697

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(16,020)	(5,155)	(428)	(5,239)
Total realized gain (loss) on investments
and capital gains distributions	(5,642)	157,644	7,343	47,518
Net unrealized appreciation (depreciation)
of investments	(305,460)	(567,168)	(24,926)	(219,795)
Net increase (decrease) in net assets from operations	(327,122)	(414,679)	(18,011)	(177,516)
Changes from principal transactions:
Premiums	378,301	151,559	728	7,812
Death Benefits	(4,052)	(6,652)	(251)	(3,753)
Surrenders and withdrawals	115,827	(11,801)	(1,108)	(52,365)
Transfers between Divisions
(including fixed account), net	475	527	4	177
Increase (decrease) in net assets derived from
principal transactions	490,551	133,633	(627)	(48,129)
Total increase (decrease) in net assets	163,429	(281,046)	(18,638)	(225,645)
Net assets at December 31, 2008	684,019	547,001	22,531	127,052

Increase (decrease) in net assets
Operations:
Net investment income (loss)	2,365	(14,498)	(706)	1,668
Total realized gain (loss) on investments
and capital gains distributions	(22,951)	(48,883)	(490)	(163,053)
Net unrealized appreciation (depreciation)
of investments	202,439	251,057	8,414	177,974
Net increase (decrease) in net assets from operations	181,853	187,676	7,218	16,589
Changes from principal transactions:
Premiums	36,831	23,197	58	58
Death Benefits	(6,783)	(5,280)	(267)	(1,169)
Surrenders and withdrawals	(20,041)	(27,040)	(809)	(3,347)
Transfers between Divisions
(including fixed account), net	(25,988)	(33,493)	(242)	(139,183)
Increase (decrease) in net assets derived from
principal transactions	(15,981)	(42,616)	(1,260)	(143,641)
Total increase (decrease) in net assets	165,872	145,060	5,958	(127,052)
Net assets at December 31, 2009	$ 849,891	$ 692,061	$ 28,489	$ -

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING
		ING Index Plus	ING Index Plus	International
	ING Growth	International	International	Growth
	and Income	Equity	Equity	Opportunities
	Portfolio II -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 25,414	$ 41,029	$ 800	$ 142,378

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(439)	1,178	14	(851)
Total realized gain (loss) on investments
and capital gains distributions	2,995	4,668	93	21,250
Net unrealized appreciation (depreciation)
of investments	(15,817)	(21,719)	(384)	(87,278)
Net increase (decrease) in net assets from operations	(13,261)	(15,873)	(277)	(66,879)
Changes from principal transactions:
Premiums	62	1,354	-	12
Death Benefits	(142)	(272)	(6)	(2,214)
Surrenders and withdrawals	(2,380)	(9,007)	(234)	(20,283)
Transfers between Divisions
(including fixed account), net	15	18	1	155
Increase (decrease) in net assets derived from
principal transactions	(2,445)	(7,907)	(239)	(22,330)
Total increase (decrease) in net assets	(15,706)	(23,780)	(516)	(89,209)
Net assets at December 31, 2008	9,708	17,249	284	53,169

Increase (decrease) in net assets
Operations:
Net investment income (loss)	74	798	12	1,126
Total realized gain (loss) on investments
and capital gains distributions	(13,252)	(18,492)	(303)	(57,152)
Net unrealized appreciation (depreciation)
of investments	14,414	20,269	338	74,924
Net increase (decrease) in net assets from operations	1,236	2,575	47	18,898
Changes from principal transactions:
Premiums	8	188	-	7
Death Benefits	(41)	(160)	-	(998)
Surrenders and withdrawals	(270)	(420)	-	(2,792)
Transfers between Divisions
(including fixed account), net	(10,641)	(19,432)	(331)	(68,284)
Increase (decrease) in net assets derived from
principal transactions	(10,944)	(19,824)	(331)	(72,067)
Total increase (decrease) in net assets	(9,708)	(17,249)	(284)	(53,169)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING
	International			ING JPMorgan
	Growth	ING Janus	ING Janus	Emerging
	Opportunities	Contrarian	Contrarian	Markets Equity
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 10,823	$ 784,615	$ 39,413	$ 867,350

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(126)	(11,329)	(689)	835
Total realized gain (loss) on investments
and capital gains distributions	1,765	75,912	3,638	97,310
Net unrealized appreciation (depreciation)
of investments	(7,142)	(482,952)	(22,459)	(565,466)
Net increase (decrease) in net assets from operations	(5,503)	(418,369)	(19,510)	(467,321)
Changes from principal transactions:
Premiums	-	108,758	282	133,882
Death Benefits	(26)	(8,543)	(390)	(6,376)
Surrenders and withdrawals	(841)	(59,259)	(1,044)	(113,007)
Transfers between Divisions
(including fixed account), net	(2)	771	(6)	340
Increase (decrease) in net assets derived from
principal transactions	(869)	41,727	(1,158)	14,839
Total increase (decrease) in net assets	(6,372)	(376,642)	(20,668)	(452,482)
Net assets at December 31, 2008	4,451	407,973	18,745	414,868

Increase (decrease) in net assets
Operations:
Net investment income (loss)	56	(8,213)	(490)	(6,551)
Total realized gain (loss) on investments
and capital gains distributions	(4,645)	(89,271)	(3,292)	11,967
Net unrealized appreciation (depreciation)
of investments	6,204	218,338	9,247	287,371
Net increase (decrease) in net assets from operations	1,615	120,854	5,465	292,787
Changes from principal transactions:
Premiums	-	13,395	43	22,967
Death Benefits	(44)	(4,930)	(186)	(6,490)
Surrenders and withdrawals	(256)	(19,225)	(564)	(23,885)
Transfers between Divisions
(including fixed account), net	(5,766)	(57,794)	(1,647)	(7,800)
Increase (decrease) in net assets derived from
principal transactions	(6,066)	(68,554)	(2,354)	(15,208)
Total increase (decrease) in net assets	(4,451)	52,300	3,111	277,579
Net assets at December 31, 2009	$ -	$ 460,273	$ 21,856	$ 692,447

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING JPMorgan	ING JPMorgan	ING JPMorgan	ING JPMorgan
	Emerging	Small Cap Core	Small Cap Core	Value
	Markets Equity	Equity	Equity	Opportunities
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 47,813	$ 236,387	$ 50,959	$ 41,470

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(152)	(3,686)	(992)	272
Total realized gain (loss) on investments
and capital gains distributions	5,170	11,625	4,188	491
Net unrealized appreciation (depreciation)
of investments	(29,383)	(73,261)	(18,127)	(15,071)
Net increase (decrease) in net assets from operations	(24,365)	(65,322)	(14,931)	(14,308)
Changes from principal transactions:
Premiums	424	9,101	64	198
Death Benefits	(372)	(1,567)	(164)	(991)
Surrenders and withdrawals	(2,816)	(52,474)	(5,944)	(8,243)
Transfers between Divisions
(including fixed account), net	2	198	24	98
Increase (decrease) in net assets derived from
principal transactions	(2,762)	(44,742)	(6,020)	(8,938)
Total increase (decrease) in net assets	(27,127)	(110,064)	(20,951)	(23,246)
Net assets at December 31, 2008	20,686	126,323	30,008	18,224

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(456)	(2,930)	(805)	764
Total realized gain (loss) on investments
and capital gains distributions	1,033	(5,968)	(276)	(17,325)
Net unrealized appreciation (depreciation)
of investments	13,106	37,207	7,627	17,502
Net increase (decrease) in net assets from operations	13,683	28,309	6,546	941
Changes from principal transactions:
Premiums	277	2,552	4	7
Death Benefits	(220)	(1,432)	(392)	(155)
Surrenders and withdrawals	(610)	(5,227)	(747)	(1,010)
Transfers between Divisions
(including fixed account), net	(480)	2,998	(1,193)	(18,007)
Increase (decrease) in net assets derived from
principal transactions	(1,033)	(1,109)	(2,328)	(19,165)
Total increase (decrease) in net assets	12,650	27,200	4,218	(18,224)
Net assets at December 31, 2009	$ 33,336	$ 153,523	$ 34,226	$ -

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING JPMorgan	ING LifeStyle	ING LifeStyle
	Value	Aggressive	Aggressive	ING LifeStyle
	Opportunities	Growth	Growth	Conservative
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 1,674	$ 1,325,896	$ 4,328	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(9,869)	(31)	(571)
Total realized gain (loss) on investments
and capital gains distributions	78	117,341	193	(189)
Net unrealized appreciation (depreciation)
of investments	(617)	(678,526)	(2,130)	699
Net increase (decrease) in net assets from operations	(539)	(571,054)	(1,968)	(61)
Changes from principal transactions:
Premiums	-	121,061	24	23,180
Death Benefits	(11)	(10,495)	-	(41)
Surrenders and withdrawals	(434)	(115,510)	381	104,743
Transfers between Divisions
(including fixed account), net	-	754	(1)	13
Increase (decrease) in net assets derived from
principal transactions	(445)	(4,190)	404	127,895
Total increase (decrease) in net assets	(984)	(575,244)	(1,564)	127,834
Net assets at December 31, 2008	690	750,652	2,764	127,834

Increase (decrease) in net assets
Operations:
Net investment income (loss)	27	9,848	18	3,551
Total realized gain (loss) on investments
and capital gains distributions	(644)	(360,920)	(1,634)	40,447
Net unrealized appreciation (depreciation)
of investments	648	521,999	2,126	(699)
Net increase (decrease) in net assets from operations	31	170,927	510	43,299
Changes from principal transactions:
Premiums	-	23,899	12	60,229
Death Benefits	-	(7,077)	(5)	(2,283)
Surrenders and withdrawals	(6)	(17,879)	(43)	(7,617)
Transfers between Divisions
(including fixed account), net	(715)	(920,522)	(3,238)	(221,462)
Increase (decrease) in net assets derived from
principal transactions	(721)	(921,579)	(3,274)	(171,133)
Total increase (decrease) in net assets	(690)	(750,652)	(2,764)	(127,834)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING LifeStyle
	ING LifeStyle	ING LifeStyle	ING LifeStyle	Moderate
	Conservative	Growth	Growth	Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ -	$ 3,874,407	$ 12,286	$ 2,953,955

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(28,650)	(117)	(12,154)
Total realized gain (loss) on investments
and capital gains distributions	-	223,784	591	138,281
Net unrealized appreciation (depreciation)
of investments	-	(1,870,893)	(5,865)	(1,253,846)
Net increase (decrease) in net assets from operations	-	(1,675,759)	(5,391)	(1,127,719)
Changes from principal transactions:
Premiums	-	974,517	61	727,288
Death Benefits	-	(26,560)	(75)	(34,186)
Surrenders and withdrawals	-	(225,129)	2,684	(88,972)
Transfers between Divisions
(including fixed account), net	-	2,516	8	2,364
Increase (decrease) in net assets derived from
principal transactions	-	725,344	2,678	606,494
Total increase (decrease) in net assets	-	(950,415)	(2,713)	(521,225)
Net assets at December 31, 2008	-	2,923,992	9,573	2,432,730

Increase (decrease) in net assets
Operations:
Net investment income (loss)	22	73,667	237	84,707
Total realized gain (loss) on investments
and capital gains distributions	35	(966,479)	(3,732)	(571,622)
Net unrealized appreciation (depreciation)
of investments	-	1,524,090	5,608	988,979
Net increase (decrease) in net assets from operations	57	631,278	2,113	502,064
Changes from principal transactions:
Premiums	-	211,134	74	179,755
Death Benefits	-	(20,169)	-	(23,110)
Surrenders and withdrawals	(17)	(66,516)	(154)	(80,541)
Transfers between Divisions
(including fixed account), net	(40)	(3,679,719)	(11,606)	(3,010,898)
Increase (decrease) in net assets derived from
principal transactions	(57)	(3,555,270)	(11,686)	(2,934,794)
Total increase (decrease) in net assets	-	(2,923,992)	(9,573)	(2,432,730)
Net assets at December 31, 2009	$ -	$ -	$ -	$ -

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING LifeStyle
	Moderate	ING LifeStyle	ING LifeStyle	ING Limited
	Growth	Moderate	Moderate	Maturity Bond
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 16,308	$ 1,290,614	$ 13,609	$ 176,466

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(86)	(5,712)	(83)	7,130
Total realized gain (loss) on investments
and capital gains distributions	110	49,634	(336)	(1,888)
Net unrealized appreciation (depreciation)
of investments	(5,855)	(520,340)	(4,334)	(8,045)
Net increase (decrease) in net assets from operations	(5,831)	(476,418)	(4,753)	(2,803)
Changes from principal transactions:
Premiums	87	379,139	175	31
Death Benefits	(268)	(18,641)	(106)	(5,887)
Surrenders and withdrawals	849	225,380	2,392	(37,504)
Transfers between Divisions
(including fixed account), net	8	1,332	(3)	92
Increase (decrease) in net assets derived from
principal transactions	676	587,210	2,458	(43,268)
Total increase (decrease) in net assets	(5,155)	110,792	(2,295)	(46,071)
Net assets at December 31, 2008	11,153	1,401,406	11,314	130,395

Increase (decrease) in net assets
Operations:
Net investment income (loss)	377	60,494	730	3,474
Total realized gain (loss) on investments
and capital gains distributions	(3,790)	(235,236)	(1,707)	(1,994)
Net unrealized appreciation (depreciation)
of investments	5,800	432,533	4,078	4,524
Net increase (decrease) in net assets from operations	2,387	257,791	3,101	6,004
Changes from principal transactions:
Premiums	57	129,732	15	16
Death Benefits	(226)	(18,338)	-	(3,668)
Surrenders and withdrawals	(503)	(55,573)	(251)	(14,710)
Transfers between Divisions
(including fixed account), net	(12,868)	(1,715,018)	(14,179)	(4,289)
Increase (decrease) in net assets derived from
principal transactions	(13,540)	(1,659,197)	(14,415)	(22,651)
Total increase (decrease) in net assets	(11,153)	(1,401,406)	(11,314)	(16,647)
Net assets at December 31, 2009	$ -	$ -	$ -	$ 113,748

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING Lord	ING Lord
	ING Liquid	ING Liquid	Abbett	Abbett
	Assets	Assets	Affiliated	Affiliated
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service 2 Class
Net assets at January 1, 2008	$ 1,050,018	$ 24,213	$ 122,006	$ 3,428

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(41,481)	(1,686)	201	(6)
Total realized gain (loss) on investments
and capital gains distributions	-	-	16,416	344
Net unrealized appreciation (depreciation)
of investments	-	-	(57,280)	(1,577)
Net increase (decrease) in net assets from operations	(41,481)	(1,686)	(40,663)	(1,239)
Changes from principal transactions:
Premiums	735,356	53	31	-
Death Benefits	(36,720)	(242)	(1,707)	(26)
Surrenders and withdrawals	617,174	33,949	(21,124)	(273)
Transfers between Divisions
(including fixed account), net	7,120	1	68	2
Increase (decrease) in net assets derived from
principal transactions	1,322,930	33,761	(22,732)	(297)
Total increase (decrease) in net assets	1,281,449	32,075	(63,395)	(1,536)
Net assets at December 31, 2008	2,331,467	56,288	58,611	1,892

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(49,582)	(1,256)	(887)	(37)
Total realized gain (loss) on investments
and capital gains distributions	4,075	87	(5,214)	(178)
Net unrealized appreciation (depreciation)
of investments	-	-	13,521	477
Net increase (decrease) in net assets from operations	(45,507)	(1,169)	7,420	262
Changes from principal transactions:
Premiums	287,399	16	12	-
Death Benefits	(34,309)	(1,027)	(745)	(9)
Surrenders and withdrawals	(443,285)	(8,361)	(3,940)	(26)
Transfers between Divisions
(including fixed account), net	(600,801)	(13,429)	(3,657)	(128)
Increase (decrease) in net assets derived from
principal transactions	(790,996)	(22,801)	(8,330)	(163)
Total increase (decrease) in net assets	(836,503)	(23,970)	(910)	99
Net assets at December 31, 2009	$ 1,494,964	$ 32,318	$ 57,701	$ 1,991

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING Marsico
	ING Marsico	ING Marsico	International	ING MFS Total
	Growth	Growth	Opportunities	Return
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2008	$ 758,194	$ 26,446	$ 294,956	$ 1,114,781

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(9,204)	(460)	(3,203)	35,236
Total realized gain (loss) on investments
and capital gains distributions	41,314	574	29,184	79,731
Net unrealized appreciation (depreciation)
of investments	(328,018)	(10,684)	(190,583)	(364,961)
Net increase (decrease) in net assets from operations	(295,908)	(10,570)	(164,602)	(249,994)
Changes from principal transactions:
Premiums	40,933	68	51,626	58,464
Death Benefits	(12,388)	(178)	(2,348)	(19,652)
Surrenders and withdrawals	(94,435)	(1,488)	(19,640)	(163,640)
Transfers between Divisions
(including fixed account), net	1,040	(1)	199	780
Increase (decrease) in net assets derived from
principal transactions	(64,850)	(1,599)	29,837	(124,048)
Total increase (decrease) in net assets	(360,758)	(12,169)	(134,765)	(374,042)
Net assets at December 31, 2008	397,436	14,277	160,191	740,739

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5,973)	(323)	(2,356)	1,590
Total realized gain (loss) on investments
and capital gains distributions	10,411	(133)	(22,978)	(26,042)
Net unrealized appreciation (depreciation)
of investments	92,547	4,078	74,292	131,083
Net increase (decrease) in net assets from operations	96,985	3,622	48,958	106,631
Changes from principal transactions:
Premiums	15,339	24	3,683	27,138
Death Benefits	(8,163)	(136)	(1,841)	(16,531)
Surrenders and withdrawals	(26,564)	(481)	(6,281)	(56,883)
Transfers between Divisions
(including fixed account), net	(14,596)	174	(28,844)	(3,508)
Increase (decrease) in net assets derived from
principal transactions	(33,984)	(419)	(33,283)	(49,784)
Total increase (decrease) in net assets	63,001	3,203	15,675	56,847
Net assets at December 31, 2009	$ 460,437	$ 17,480	$ 175,866	$ 797,586

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING Multi-	ING
			Manager	Oppenheimer
	ING MFS Total	ING MFS	International	Active
	Return	Utilities	Small Cap	Allocation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Class S	Service Class
Net assets at January 1, 2008	$ 49,366	$ 499,704	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,231	4,391	(30)	22
Total realized gain (loss) on investments
and capital gains distributions	2,822	69,437	(652)	-
Net unrealized appreciation (depreciation)
of investments	(15,324)	(304,761)	(852)	25
Net increase (decrease) in net assets from operations	(11,271)	(230,933)	(1,534)	47
Changes from principal transactions:
Premiums	102	108,682	2,385	2,909
Death Benefits	(403)	(5,263)	(3)	-
Surrenders and withdrawals	(5,094)	(24,774)	1,788	515
Transfers between Divisions
(including fixed account), net	5	409	-	-
Increase (decrease) in net assets derived from
principal transactions	(5,390)	79,054	4,170	3,424
Total increase (decrease) in net assets	(16,661)	(151,879)	2,636	3,471
Net assets at December 31, 2008	32,705	347,825	2,636	3,471

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(149)	10,552	1,991	(193)
Total realized gain (loss) on investments
and capital gains distributions	(2,166)	(15,443)	172	115
Net unrealized appreciation (depreciation)
of investments	6,589	99,841	852	3,983
Net increase (decrease) in net assets from operations	4,274	94,950	3,015	3,905
Changes from principal transactions:
Premiums	145	21,609	1,480	8,893
Death Benefits	(287)	(3,503)	(149)	(72)
Surrenders and withdrawals	(1,136)	(16,853)	(178)	(290)
Transfers between Divisions
(including fixed account), net	(1,366)	(27,390)	(6,804)	7,625
Increase (decrease) in net assets derived from
principal transactions	(2,644)	(26,137)	(5,651)	16,156
Total increase (decrease) in net assets	1,630	68,813	(2,636)	20,061
Net assets at December 31, 2009	$ 34,335	$ 416,638	$ -	$ 23,532

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING	ING
	Oppenheimer	Oppenheimer	ING PIMCO	ING PIMCO
	Main Street	Main Street	High Yield	Total Return
	Portfolio® -	Portfolio® -	Portfolio -	Bond Portfolio -
	Service Class	Service 2 Class	Service Class	Service Class
Net assets at January 1, 2008	$ 379,304	$ 4,861	$ 574,507	$ 963,329

Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,553	(12)	29,128	16,065
Total realized gain (loss) on investments
and capital gains distributions	17,421	94	(28,548)	26,706
Net unrealized appreciation (depreciation)
of investments	(159,619)	(1,955)	(119,890)	(24,763)
Net increase (decrease) in net assets from operations	(140,645)	(1,873)	(119,310)	18,008
Changes from principal transactions:
Premiums	9,761	26	12,172	544,471
Death Benefits	(6,932)	(41)	(8,960)	(19,557)
Surrenders and withdrawals	(46,260)	(340)	(132,629)	604,672
Transfers between Divisions
(including fixed account), net	236	-	384	1,351
Increase (decrease) in net assets derived from
principal transactions	(43,195)	(355)	(129,033)	1,130,937
Total increase (decrease) in net assets	(183,840)	(2,228)	(248,343)	1,148,945
Net assets at December 31, 2008	195,464	2,633	326,164	2,112,274

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(648)	(21)	22,149	37,843
Total realized gain (loss) on investments
and capital gains distributions	(11,836)	(820)	(18,648)	97,813
Net unrealized appreciation (depreciation)
of investments	25,048	977	132,752	159,164
Net increase (decrease) in net assets from operations	12,564	136	136,253	294,820
Changes from principal transactions:
Premiums	1,625	7	694	226,311
Death Benefits	(2,920)	(61)	(6,389)	(26,940)
Surrenders and withdrawals	(7,205)	(44)	(27,471)	(171,566)
Transfers between Divisions
(including fixed account), net	(199,528)	(2,671)	(29,226)	547,171
Increase (decrease) in net assets derived from
principal transactions	(208,028)	(2,769)	(62,392)	574,976
Total increase (decrease) in net assets	(195,464)	(2,633)	73,861	869,796
Net assets at December 31, 2009	$ -	$ -	$ 400,025	$ 2,982,070

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING PIMCO		ING Pioneer	ING Retirement
	Total Return	ING Pioneer	Mid Cap Value	Conservative
	Bond Portfolio -	Fund Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Adviser Class
Net assets at January 1, 2008	$ 47,659	$ 89,772	$ 648,885	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	248	311	(4,246)	-
Total realized gain (loss) on investments
and capital gains distributions	971	3,267	26,099	-
Net unrealized appreciation (depreciation)
of investments	(534)	(32,243)	(282,330)	-
Net increase (decrease) in net assets from operations	685	(28,665)	(260,477)	-
Changes from principal transactions:
Premiums	530	3,746	38,279	-
Death Benefits	(548)	(590)	(6,276)	-
Surrenders and withdrawals	13,059	(18,609)	73,101	-
Transfers between Divisions
(including fixed account), net	18	73	687	-
Increase (decrease) in net assets derived from
principal transactions	13,059	(15,380)	105,791	-
Total increase (decrease) in net assets	13,744	(44,045)	(154,686)	-
Net assets at December 31, 2008	61,403	45,727	494,199	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)	659	(590)	(6,483)	(1,973)
Total realized gain (loss) on investments
and capital gains distributions	2,662	(2,250)	(21,539)	137
Net unrealized appreciation (depreciation)
of investments	4,065	11,780	130,193	4,284
Net increase (decrease) in net assets from operations	7,386	8,940	102,171	2,448
Changes from principal transactions:
Premiums	141	1,180	15,034	6,260
Death Benefits	(741)	(683)	(7,687)	(376)
Surrenders and withdrawals	(3,914)	(2,538)	(26,451)	(3,853)
Transfers between Divisions
(including fixed account), net	9,612	(678)	(13,280)	395,943
Increase (decrease) in net assets derived from
principal transactions	5,098	(2,719)	(32,384)	397,974
Total increase (decrease) in net assets	12,484	6,221	69,787	400,422
Net assets at December 31, 2009	$ 73,887	$ 51,948	$ 563,986	$ 400,422

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Retirement		ING T. Rowe
	ING Retirement	Moderate	ING Retirement	Price Capital
	Growth	Growth	Moderate	Appreciation
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Adviser Class	Adviser Class	Adviser Class	Service Class
Net assets at January 1, 2008	$ -	$ -	$ -	$ 2,706,874

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	-	-	47,843
Total realized gain (loss) on investments
and capital gains distributions	-	-	-	266,409
Net unrealized appreciation (depreciation)
of investments	-	-	-	(1,115,753)
Net increase (decrease) in net assets from operations	-	-	-	(801,501)
Changes from principal transactions:
Premiums	-	-	-	347,161
Death Benefits	-	-	-	(35,146)
Surrenders and withdrawals	-	-	-	(257,446)
Transfers between Divisions
(including fixed account), net	-	-	-	2,090
Increase (decrease) in net assets derived from
principal transactions	-	-	-	56,659
Total increase (decrease) in net assets	-	-	-	(744,842)
Net assets at December 31, 2008	-	-	-	1,962,032

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(23,705)	(15,066)	(8,809)	(12,271)
Total realized gain (loss) on investments
and capital gains distributions	(53)	(177)	(14)	(10,212)
Net unrealized appreciation (depreciation)
of investments	87,859	52,262	25,403	598,703
Net increase (decrease) in net assets from operations	64,101	37,019	16,580	576,220
Changes from principal transactions:
Premiums	26,456	29,643	15,025	109,359
Death Benefits	(7,788)	(6,469)	(4,520)	(27,799)
Surrenders and withdrawals	(23,452)	(19,462)	(14,835)	(125,472)
Transfers between Divisions
(including fixed account), net	4,475,095	3,067,494	1,822,699	19,008
Increase (decrease) in net assets derived from
principal transactions	4,470,311	3,071,206	1,818,369	(24,904)
Total increase (decrease) in net assets	4,534,412	3,108,225	1,834,949	551,316
Net assets at December 31, 2009	$ 4,534,412	$ 3,108,225	$ 1,834,949	$ 2,513,348

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING T. Rowe	ING T. Rowe	ING T. Rowe
	Price Capital	Price Equity	Price Equity	ING Templeton
	Appreciation	Income	Income	Global Growth
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 111,811	$ 945,504	$ 34,714	$ 448,072

Increase (decrease) in net assets
Operations:
Net investment income (loss)	1,006	14,583	354	(3,928)
Total realized gain (loss) on investments
and capital gains distributions	8,218	66,730	2,322	23,014
Net unrealized appreciation (depreciation)
of investments	(40,232)	(417,963)	(15,168)	(192,003)
Net increase (decrease) in net assets from operations	(31,008)	(336,650)	(12,492)	(172,917)
Changes from principal transactions:
Premiums	535	51,317	154	24,014
Death Benefits	(486)	(11,855)	(113)	(5,219)
Surrenders and withdrawals	(11,331)	(95,089)	(2,123)	(59,735)
Transfers between Divisions
(including fixed account), net	8	733	20	225
Increase (decrease) in net assets derived from
principal transactions	(11,274)	(54,894)	(2,062)	(40,715)
Total increase (decrease) in net assets	(42,282)	(391,544)	(14,554)	(213,632)
Net assets at December 31, 2008	69,529	553,960	20,160	234,440

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(827)	(3,663)	(247)	(380)
Total realized gain (loss) on investments
and capital gains distributions	(2,736)	(13,272)	(1,180)	669
Net unrealized appreciation (depreciation)
of investments	22,878	132,250	5,403	65,048
Net increase (decrease) in net assets from operations	19,315	115,315	3,976	65,337
Changes from principal transactions:
Premiums	213	20,160	65	9,446
Death Benefits	(785)	(9,124)	(165)	(4,188)
Surrenders and withdrawals	(2,865)	(32,322)	(1,062)	(13,670)
Transfers between Divisions
(including fixed account), net	(2,059)	4,571	(535)	8,098
Increase (decrease) in net assets derived from
principal transactions	(5,496)	(16,715)	(1,697)	(314)
Total increase (decrease) in net assets	13,819	98,600	2,279	65,023
Net assets at December 31, 2009	$ 83,348	$ 652,560	$ 22,439	$ 299,463

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

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Templeton	Kampen Capital	Kampen Capital	Kampen Global
	Global Growth	Growth	Growth	Franchise
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service 2 Class	Service Class
Net assets at January 1, 2008	$ 8,169	$ 54,233	$ 14,455	$ 339,631

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(108)	(3,132)	(101)	(1,327)
Total realized gain (loss) on investments
and capital gains distributions	373	2,535	2,823	27,416
Net unrealized appreciation (depreciation)
of investments	(3,147)	(105,018)	(3,582)	(126,436)
Net increase (decrease) in net assets from operations	(2,882)	(105,615)	(860)	(100,347)
Changes from principal transactions:
Premiums	76	6,646	14	30,043
Death Benefits	(21)	(1,161)	(12)	(1,843)
Surrenders and withdrawals	(1,604)	156,622	(13,585)	(52,106)
Transfers between Divisions
(including fixed account), net	-	112	-	269
Increase (decrease) in net assets derived from
principal transactions	(1,549)	162,219	(13,583)	(23,637)
Total increase (decrease) in net assets	(4,431)	56,604	(14,443)	(123,984)
Net assets at December 31, 2008	3,738	110,837	12	215,647

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(33)	(1,126)	-	10,144
Total realized gain (loss) on investments
and capital gains distributions	(158)	(69,476)	(1)	164
Net unrealized appreciation (depreciation)
of investments	1,222	94,626	3	43,610
Net increase (decrease) in net assets from operations	1,031	24,024	2	53,918
Changes from principal transactions:
Premiums	18	1,146	-	8,369
Death Benefits	(45)	(1,141)	(4)	(2,260)
Surrenders and withdrawals	(118)	(3,437)	-	(10,640)
Transfers between Divisions
(including fixed account), net	67	(131,429)	(10)	7,570
Increase (decrease) in net assets derived from
principal transactions	(78)	(134,861)	(14)	3,039
Total increase (decrease) in net assets	953	(110,837)	(12)	56,957
Net assets at December 31, 2009	$ 4,691	$ -	$ -	$ 272,604

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

100

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Van	ING Van	ING Van
	ING Van	Kampen Global	Kampen	Kampen
	Kampen Global	Tactical Asset	Growth and	Growth and
	Franchise	Allocation	Income	Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service 2 Class	Service Class	Service Class	Service 2 Class
Net assets at January 1, 2008	$ 86,794	$ -	$ 739,205	$ 77,095

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(608)	(6)	10,132	533
Total realized gain (loss) on investments
and capital gains distributions	7,589	(39)	35,543	5,421
Net unrealized appreciation (depreciation)
of investments	(32,223)	101	(274,166)	(30,500)
Net increase (decrease) in net assets from operations	(25,242)	56	(228,491)	(24,546)
Changes from principal transactions:
Premiums	237	1,582	30,636	496
Death Benefits	(643)	-	(14,705)	(415)
Surrenders and withdrawals	(7,921)	1,087	(98,282)	(7,970)
Transfers between Divisions
(including fixed account), net	56	-	593	2
Increase (decrease) in net assets derived from
principal transactions	(8,271)	2,669	(81,758)	(7,887)
Total increase (decrease) in net assets	(33,513)	2,725	(310,249)	(32,433)
Net assets at December 31, 2008	53,281	2,725	428,956	44,662

Increase (decrease) in net assets
Operations:
Net investment income (loss)	2,263	181	(3,853)	(726)
Total realized gain (loss) on investments
and capital gains distributions	1,293	972	(27,909)	(1,677)
Net unrealized appreciation (depreciation)
of investments	8,737	2,795	116,163	11,062
Net increase (decrease) in net assets from operations	12,293	3,948	84,401	8,659
Changes from principal transactions:
Premiums	257	8,159	17,402	139
Death Benefits	(674)	(188)	(9,116)	(476)
Surrenders and withdrawals	(2,650)	(518)	(29,755)	(1,605)
Transfers between Divisions
(including fixed account), net	(1,607)	27,630	(9,714)	(30)
Increase (decrease) in net assets derived from
principal transactions	(4,674)	35,083	(31,183)	(1,972)
Total increase (decrease) in net assets	7,619	39,031	53,218	6,687
Net assets at December 31, 2009	$ 60,900	$ 41,756	$ 482,174	$ 51,349

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

101

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Wells	ING Wells		ING American
	Fargo Small	Fargo Small		Century Large
	Cap Disciplined	Cap Disciplined	ING Diversified	Company Value
	Portfolio -	Portfolio -	International	Portfolio -
	Service Class	Service 2 Class	Fund - Class R	Service Class
Net assets at January 1, 2008	$ 14,310	$ 641	$ 398	$ 527

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(157)	(9)	17	61
Total realized gain (loss) on investments
and capital gains distributions	345	52	(4)	134
Net unrealized appreciation (depreciation)
of investments	(4,172)	(249)	(181)	(417)
Net increase (decrease) in net assets from operations	(3,984)	(206)	(168)	(222)
Changes from principal transactions:
Premiums	5	-	-	141
Death Benefits	(103)	-	(12)	-
Surrenders and withdrawals	(3,636)	(66)	(37)	(61)
Transfers between Divisions
(including fixed account), net	2	-	1	-
Increase (decrease) in net assets derived from
principal transactions	(3,732)	(66)	(48)	80
Total increase (decrease) in net assets	(7,716)	(272)	(216)	(142)
Net assets at December 31, 2008	6,594	369	182	385

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(189)	(9)	(2)	6
Total realized gain (loss) on investments
and capital gains distributions	(3,325)	(30)	(31)	(401)
Net unrealized appreciation (depreciation)
of investments	5,929	129	82	425
Net increase (decrease) in net assets from operations	2,415	90	49	30
Changes from principal transactions:
Premiums	1,109	-	-	215
Death Benefits	(82)	-	-	-
Surrenders and withdrawals	(424)	(9)	(6)	(6)
Transfers between Divisions
(including fixed account), net	6,917	(25)	(22)	(624)
Increase (decrease) in net assets derived from
principal transactions	7,520	(34)	(28)	(415)
Total increase (decrease) in net assets	9,935	56	21	(385)
Net assets at December 31, 2009	$ 16,529	$ 425	$ 203	$ -

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

102

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING American	ING Baron	ING Columbia
	Century Small-	Small Cap	Small Cap	ING Davis New
	Mid Cap Value	Growth	Value	York Venture
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 519	$ 240,630	$ 144,098	$ 182,872

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(4,990)	(3,448)	(3,123)
Total realized gain (loss) on investments
and capital gains distributions	36	5,685	(5,329)	215
Net unrealized appreciation (depreciation)
of investments	(181)	(119,270)	(61,222)	(101,313)
Net increase (decrease) in net assets from operations	(147)	(118,575)	(69,999)	(104,221)
Changes from principal transactions:
Premiums	99	55,059	43,380	73,729
Death Benefits	-	(2,009)	(1,068)	(1,552)
Surrenders and withdrawals	(67)	2,034	19,602	34,895
Transfers between Divisions
(including fixed account), net	-	149	77	177
Increase (decrease) in net assets derived from
principal transactions	32	55,233	61,991	107,249
Total increase (decrease) in net assets	(115)	(63,342)	(8,008)	3,028
Net assets at December 31, 2008	404	177,288	136,090	185,900

Increase (decrease) in net assets
Operations:
Net investment income (loss)	7	(5,832)	(2,055)	(3,984)
Total realized gain (loss) on investments
and capital gains distributions	(116)	(13,593)	(19,844)	(9,833)
Net unrealized appreciation (depreciation)
of investments	688	84,871	53,172	72,285
Net increase (decrease) in net assets from operations	579	65,446	31,273	58,468
Changes from principal transactions:
Premiums	924	20,614	8,372	24,470
Death Benefits	(22)	(2,327)	(1,226)	(2,666)
Surrenders and withdrawals	(86)	(8,850)	(5,581)	(6,718)
Transfers between Divisions
(including fixed account), net	252	36,076	(12,598)	7,541
Increase (decrease) in net assets derived from
principal transactions	1,068	45,513	(11,033)	22,627
Total increase (decrease) in net assets	1,647	110,959	20,240	81,095
Net assets at December 31, 2009	$ 2,051	$ 288,247	$ 156,330	$ 266,995

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

103

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Legg
		Mason Partners	ING Neuberger	ING
	ING JPMorgan	Aggressive	Berman	Oppenheimer
	Mid Cap Value	Growth	Partners	Global
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 23,165	$ 152,199	$ 148,883	$ 14,307

Increase (decrease) in net assets
Operations:
Net investment income (loss)	333	(3,049)	(2,160)	92
Total realized gain (loss) on investments
and capital gains distributions	(450)	2,193	(5,162)	1,069
Net unrealized appreciation (depreciation)
of investments	(12,251)	(56,620)	(61,029)	(6,344)
Net increase (decrease) in net assets from operations	(12,368)	(57,476)	(68,351)	(5,183)
Changes from principal transactions:
Premiums	10,993	4,090	25	(3)
Death Benefits	(411)	(1,289)	(3,114)	(118)
Surrenders and withdrawals	14,247	(18,260)	(19,246)	(2,395)
Transfers between Divisions
(including fixed account), net	38	95	130	3
Increase (decrease) in net assets derived from
principal transactions	24,867	(15,364)	(22,205)	(2,513)
Total increase (decrease) in net assets	12,499	(72,840)	(90,556)	(7,696)
Net assets at December 31, 2008	35,664	79,359	58,327	6,611

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(397)	(2,306)	1,294	73
Total realized gain (loss) on investments
and capital gains distributions	(4,201)	(1,541)	(50,216)	(206)
Net unrealized appreciation (depreciation)
of investments	17,143	24,464	57,119	2,273
Net increase (decrease) in net assets from operations	12,545	20,617	8,197	2,140
Changes from principal transactions:
Premiums	10,696	124	5	(1)
Death Benefits	(447)	(1,011)	(968)	(150)
Surrenders and withdrawals	(2,263)	(2,438)	(2,446)	(915)
Transfers between Divisions
(including fixed account), net	11,720	(7,258)	(63,115)	(270)
Increase (decrease) in net assets derived from
principal transactions	19,706	(10,583)	(66,524)	(1,336)
Total increase (decrease) in net assets	32,251	10,034	(58,327)	804
Net assets at December 31, 2009	$ 67,915	$ 89,393	$ -	$ 7,415

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

104

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING
	ING	Oppenheimer
	Oppenheimer	Strategic	ING PIMCO
	Global	Income	Total Return	ING Solution
	Portfolio -	Portfolio -	Portfolio -	2015 Portfolio
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 160,036	$ 10,045	$ 4,744	$ 9,290

Increase (decrease) in net assets
Operations:
Net investment income (loss)	76	495	295	26
Total realized gain (loss) on investments
and capital gains distributions	9,406	33	123	270
Net unrealized appreciation (depreciation)
of investments	(83,530)	(2,559)	(581)	(4,044)
Net increase (decrease) in net assets from operations	(74,048)	(2,031)	(163)	(3,748)
Changes from principal transactions:
Premiums	30,768	2,496	3,764	7,661
Death Benefits	(1,334)	(26)	(49)	(12)
Surrenders and withdrawals	(10,145)	(1,598)	293	(1,942)
Transfers between Divisions
(including fixed account), net	56	-	-	-
Increase (decrease) in net assets derived from
principal transactions	19,345	872	4,008	5,707
Total increase (decrease) in net assets	(54,703)	(1,159)	3,845	1,959
Net assets at December 31, 2008	105,333	8,886	8,589	11,249

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(232)	198	199	319
Total realized gain (loss) on investments
and capital gains distributions	(9,028)	(467)	416	(327)
Net unrealized appreciation (depreciation)
of investments	43,891	1,703	490	2,759
Net increase (decrease) in net assets from operations	34,631	1,434	1,105	2,751
Changes from principal transactions:
Premiums	4,231	422	469	2,599
Death Benefits	(1,105)	(199)	(313)	(13)
Surrenders and withdrawals	(4,401)	(564)	(690)	(395)
Transfers between Divisions				-
(including fixed account), net	(14,313)	(1,432)	469	769
Increase (decrease) in net assets derived from
principal transactions	(15,588)	(1,773)	(65)	2,960
Total increase (decrease) in net assets	19,043	(339)	1,040	5,711
Net assets at December 31, 2009	$ 124,376	$ 8,547	$ 9,629	$ 16,960

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

105

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING Solution
	ING Solution	ING Solution	ING Solution	Income
	2025 Portfolio -	2035 Portfolio -	2045 Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Service Class
Net assets at January 1, 2008	$ 6,508	$ 7,753	$ 1,135	$ 4,657

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5)	(19)	(4)	34
Total realized gain (loss) on investments
and capital gains distributions	231	229	29	(11)
Net unrealized appreciation (depreciation)
of investments	(3,820)	(4,646)	(729)	(1,126)
Net increase (decrease) in net assets from operations	(3,594)	(4,436)	(704)	(1,103)
Changes from principal transactions:
Premiums	6,839	4,482	848	3,126
Death Benefits	-	-	-	(19)
Surrenders and withdrawals	(615)	155	(54)	(1,192)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	6,224	4,637	794	1,915
Total increase (decrease) in net assets	2,630	201	90	812
Net assets at December 31, 2008	9,138	7,954	1,225	5,469

Increase (decrease) in net assets
Operations:
Net investment income (loss)	250	68	6	242
Total realized gain (loss) on investments
and capital gains distributions	(201)	(782)	(202)	(121)
Net unrealized appreciation (depreciation)
of investments	3,286	2,934	483	754
Net increase (decrease) in net assets from operations	3,335	2,220	287	875
Changes from principal transactions:
Premiums	4,285	1,541	76	742
Death Benefits	-	-	-	(6)
Surrenders and withdrawals	(214)	(624)	(42)	(341)
Transfers between Divisions
(including fixed account), net	305	(56)	(162)	180
Increase (decrease) in net assets derived from
principal transactions	4,376	861	(128)	575
Total increase (decrease) in net assets	7,711	3,081	159	1,450
Net assets at December 31, 2009	$ 16,849	$ 11,035	$ 1,384	$ 6,919

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

106

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING T. Rowe
	Price	ING T. Rowe
	Diversified Mid	Price Growth	ING Templeton	ING Thornburg
	Cap Growth	Equity	Foreign Equity	Value
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 3,215	$ 35,823	$ 110,579	$ 2,633

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(42)	(352)	(10)	(24)
Total realized gain (loss) on investments
and capital gains distributions	570	(247)	(11,417)	53
Net unrealized appreciation (depreciation)
of investments	(2,542)	(18,202)	(99,767)	(982)
Net increase (decrease) in net assets from operations	(2,014)	(18,801)	(111,194)	(953)
Changes from principal transactions:
Premiums	1,941	12,533	31,221	1
Death Benefits	(6)	(60)	(1,752)	(27)
Surrenders and withdrawals	(46)	927	130,775	(461)
Transfers between Divisions
(including fixed account), net	-	3	97	-
Increase (decrease) in net assets derived from
principal transactions	1,889	13,403	160,341	(487)
Total increase (decrease) in net assets	(125)	(5,398)	49,147	(1,440)
Net assets at December 31, 2008	3,090	30,425	159,726	1,193

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(78)	(1,363)	(4,878)	(6)
Total realized gain (loss) on investments
and capital gains distributions	(161)	(9,856)	(20,024)	(14)
Net unrealized appreciation (depreciation)
of investments	2,763	31,516	71,714	479
Net increase (decrease) in net assets from operations	2,524	20,297	46,812	459
Changes from principal transactions:
Premiums	3,450	5,682	14,002	3
Death Benefits	-	(758)	(2,576)	-
Surrenders and withdrawals	(154)	(2,545)	(6,037)	(106)
Transfers between Divisions
(including fixed account), net	202	44,539	29,301	(70)
Increase (decrease) in net assets derived from
principal transactions	3,498	46,918	34,690	(173)
Total increase (decrease) in net assets	6,022	67,215	81,502	286
Net assets at December 31, 2009	$ 9,112	$ 97,640	$ 241,228	$ 1,479

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

107

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING UBS U.S.	ING Van	ING Van
	ING Thornburg	Large Cap	Kampen	Kampen Equity
	Value	Equity	Comstock	and Income
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Service Class	Service Class	Initial Class
Net assets at January 1, 2008	$ 13,460	$ 14,104	$ 221,984	$ 3,542

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(171)	(59)	2,845	(776)
Total realized gain (loss) on investments
and capital gains distributions	(649)	(386)	9,531	148
Net unrealized appreciation (depreciation)
of investments	(3,397)	(4,402)	(93,914)	(1,005)
Net increase (decrease) in net assets from operations	(4,217)	(4,847)	(81,538)	(1,633)
Changes from principal transactions:
Premiums	298	300	15,327	(80,169)
Death Benefits	(24)	(67)	(2,007)	(2,070)
Surrenders and withdrawals	(4,571)	(3,347)	(18,736)	82,272
Transfers between Divisions
(including fixed account), net	2	2	174	134
Increase (decrease) in net assets derived from
principal transactions	(4,295)	(3,112)	(5,242)	167
Total increase (decrease) in net assets	(8,512)	(7,959)	(86,780)	(1,466)
Net assets at December 31, 2008	4,948	6,145	135,204	2,076

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(79)	(77)	(187)	(1,277)
Total realized gain (loss) on investments
and capital gains distributions	(291)	(729)	(11,332)	(37)
Net unrealized appreciation (depreciation)
of investments	2,354	2,302	44,003	447
Net increase (decrease) in net assets from operations	1,984	1,496	32,484	(867)
Changes from principal transactions:
Premiums	621	52	6,129	27,771
Death Benefits	(54)	(182)	(1,803)	(2,774)
Surrenders and withdrawals	(137)	(209)	(5,431)	(9,040)
Transfers between Divisions
(including fixed account), net	354	(799)	(2,312)	(14,845)
Increase (decrease) in net assets derived from
principal transactions	784	(1,138)	(3,417)	1,112
Total increase (decrease) in net assets	2,768	358	29,067	245
Net assets at December 31, 2009	$ 7,716	$ 6,503	$ 164,271	$ 2,321

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

108

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Van	ING Strategic	ING Strategic	ING Strategic
	Kampen Equity	Allocation	Allocation	Allocation
	and Income	Conservative	Growth	Moderate
	Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Service Class	Class S	Class S	Class S
Net assets at January 1, 2008	$ 102,113	$ 1,445	$ 455	$ 862

Increase (decrease) in net assets
Operations:
Net investment income (loss)	7,219	31	8	14
Total realized gain (loss) on investments
and capital gains distributions	6,689	84	72	52
Net unrealized appreciation (depreciation)
of investments	(61,660)	(514)	(358)	(343)
Net increase (decrease) in net assets from operations	(47,752)	(399)	(278)	(277)
Changes from principal transactions:
Premiums	115,558	9,225	335	161
Death Benefits	-	(24)	-	-
Surrenders and withdrawals	7	(9,077)	-	(173)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	115,565	124	335	(12)
Total increase (decrease) in net assets	67,813	(275)	57	(289)
Net assets at December 31, 2008	169,926	1,170	512	573

Increase (decrease) in net assets
Operations:
Net investment income (loss)	86	92	45	41
Total realized gain (loss) on investments
and capital gains distributions	(10,641)	(100)	(46)	(55)
Net unrealized appreciation (depreciation)
of investments	43,914	208	107	108
Net increase (decrease) in net assets from operations	33,359	200	106	94
Changes from principal transactions:
Premiums	(13,729)	8	(29)	6
Death Benefits	-	-	-	-
Surrenders and withdrawals	-	(23)	-	(62)
Transfers between Divisions
(including fixed account), net	-	(2)	-	46
Increase (decrease) in net assets derived from
principal transactions	(13,729)	(17)	(29)	(10)
Total increase (decrease) in net assets	19,630	183	77	84
Net assets at December 31, 2009	$ 189,556	$ 1,353	$ 589	$ 657

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

109

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING Growth	ING Growth
	and Income	and Income	ING GET U.S.	ING GET U.S.
	Portfolio -	Portfolio -	Core Portfolio -	Core Portfolio -
	Class I	Class S	Series 3	Series 4
Net assets at January 1, 2008	$ 150	$ 7,420	$ 49,380	$ 35,860

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	2,729	(14)	195
Total realized gain (loss) on investments
and capital gains distributions	(1)	(10,390)	2,163	3,527
Net unrealized appreciation (depreciation)
of investments	(56)	(112,193)	(4,695)	(6,328)
Net increase (decrease) in net assets from operations	(57)	(119,854)	(2,546)	(2,606)
Changes from principal transactions:
Premiums	1	7,206	(38)	(38)
Death Benefits	-	(2,091)	(792)	(453)
Surrenders and withdrawals	(4)	381,576	(7,220)	(5,783)
Transfers between Divisions
(including fixed account), net	-	449	-	-
Increase (decrease) in net assets derived from
principal transactions	(3)	387,140	(8,050)	(6,274)
Total increase (decrease) in net assets	(60)	267,286	(10,596)	(8,880)
Net assets at December 31, 2008	90	274,706	38,784	26,980

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	(2,717)	598	759
Total realized gain (loss) on investments
and capital gains distributions	(4)	(19,572)	(2,939)	(5,630)
Net unrealized appreciation (depreciation)
of investments	28	101,072	2,033	4,620
Net increase (decrease) in net assets from operations	24	78,783	(308)	(251)
Changes from principal transactions:
Premiums	-	3,438	-	(2)
Death Benefits	-	(5,982)	(135)	(343)
Surrenders and withdrawals	(5)	(22,338)	(1,484)	(2,629)
Transfers between Divisions
(including fixed account), net	-	125,252	(36,857)	(23,755)
Increase (decrease) in net assets derived from
principal transactions	(5)	100,370	(38,476)	(26,729)
Total increase (decrease) in net assets	19	179,153	(38,784)	(26,980)
Net assets at December 31, 2009	$ 109	$ 453,859	$ -	$ -

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

110

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(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 5	Series 6	Series 7	Series 8
Net assets at January 1, 2008	$ 23,310	$ 24,947	$ 16,210	$ 9,955

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(161)	(77)	(41)	(24)
Total realized gain (loss) on investments
and capital gains distributions	2,906	2,948	2,309	1,402
Net unrealized appreciation (depreciation)
of investments	(4,867)	(4,865)	(3,389)	(2,176)
Net increase (decrease) in net assets from operations	(2,122)	(1,994)	(1,121)	(798)
Changes from principal transactions:
Premiums	(49)	(43)	(30)	(19)
Death Benefits	(134)	(186)	(267)	(326)
Surrenders and withdrawals	(4,074)	(4,016)	(2,844)	(1,413)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	(4,257)	(4,245)	(3,141)	(1,758)
Total increase (decrease) in net assets	(6,379)	(6,239)	(4,262)	(2,556)
Net assets at December 31, 2008	16,931	18,708	11,948	7,399

Increase (decrease) in net assets
Operations:
Net investment income (loss)	208	(21)	24	(6)
Total realized gain (loss) on investments
and capital gains distributions	(893)	(1,130)	(441)	(548)
Net unrealized appreciation (depreciation)
of investments	562	997	274	506
Net increase (decrease) in net assets from operations	(123)	(154)	(143)	(48)
Changes from principal transactions:
Premiums	(7)	(7)	-	(1)
Death Benefits	(492)	(180)	(127)	(59)
Surrenders and withdrawals	(1,791)	(3,464)	(846)	(1,727)
Transfers between Divisions
(including fixed account), net	(201)	(485)	(382)	(17)
Increase (decrease) in net assets derived from
principal transactions	(2,491)	(4,136)	(1,355)	(1,804)
Total increase (decrease) in net assets	(2,614)	(4,290)	(1,498)	(1,852)
Net assets at December 31, 2009	$ 14,317	$ 14,418	$ 10,450	$ 5,547

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

111

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(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 9	Series 10	Series 11	Series 12
Net assets at January 1, 2008	$ 7,521	$ 6,095	$ 8,827	$ 4,014

Increase (decrease) in net assets
Operations:
Net investment income (loss)	7	12	18	(25)
Total realized gain (loss) on investments
and capital gains distributions	1,227	936	1,331	649
Net unrealized appreciation (depreciation)
of investments	(1,766)	(1,310)	(1,525)	(958)
Net increase (decrease) in net assets from operations	(532)	(362)	(176)	(334)
Changes from principal transactions:
Premiums	(2)	(8)	(2)	(8)
Death Benefits	(25)	-	(109)	(3)
Surrenders and withdrawals	(882)	(600)	(832)	(888)
Transfers between Divisions
(including fixed account), net	-	-	-	-
Increase (decrease) in net assets derived from
principal transactions	(909)	(608)	(943)	(899)
Total increase (decrease) in net assets	(1,441)	(970)	(1,119)	(1,233)
Net assets at December 31, 2008	6,080	5,125	7,708	2,781

Increase (decrease) in net assets
Operations:
Net investment income (loss)	17	25	110	28
Total realized gain (loss) on investments
and capital gains distributions	(295)	(248)	(559)	(170)
Net unrealized appreciation (depreciation)
of investments	243	71	218	65
Net increase (decrease) in net assets from operations	(35)	(152)	(231)	(77)
Changes from principal transactions:
Premiums	-	-	-	(1)
Death Benefits	-	(54)	(51)	-
Surrenders and withdrawals	(655)	(775)	(1,699)	(390)
Transfers between Divisions
(including fixed account), net	(246)	(54)	(9)	(81)
Increase (decrease) in net assets derived from
principal transactions	(901)	(883)	(1,759)	(472)
Total increase (decrease) in net assets	(936)	(1,035)	(1,990)	(549)
Net assets at December 31, 2009	$ 5,144	$ 4,090	$ 5,718	$ 2,232

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

112

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			ING BlackRock
			Science and	ING Dow Jones
			Technology	Euro STOXX
	ING GET U.S.	ING GET U.S.	Opportunities	50 Index
	Core Portfolio -	Core Portfolio -	Portfolio -	Portfolio -
	Series 13	Series 14	Class S	Class A
Net assets at January 1, 2008	$ 36,193	$ 88,486	$ 1,140	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(36)	(257)	(2,008)	-
Total realized gain (loss) on investments
and capital gains distributions	1,413	538	(6,000)	-
Net unrealized appreciation (depreciation)
of investments	(1,623)	41	(42,952)	-
Net increase (decrease) in net assets from operations	(246)	322	(50,960)	-
Changes from principal transactions:
Premiums	(39)	(157)	13,872	-
Death Benefits	(112)	(991)	(457)	-
Surrenders and withdrawals	(12,711)	(11,432)	123,782	-
Transfers between Divisions
(including fixed account), net	-	(1)	49	-
Increase (decrease) in net assets derived from
principal transactions	(12,862)	(12,581)	137,246	-
Total increase (decrease) in net assets	(13,108)	(12,259)	86,286	-
Net assets at December 31, 2008	23,085	76,227	87,426	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)	345	1,296	(3,846)	(3)
Total realized gain (loss) on investments
and capital gains distributions	(484)	(310)	(9,989)	13
Net unrealized appreciation (depreciation)
of investments	(713)	(3,050)	73,814	-
Net increase (decrease) in net assets from operations	(852)	(2,064)	59,979	10
Changes from principal transactions:
Premiums	1	(4)	9,861	47
Death Benefits	(597)	(341)	(881)	-
Surrenders and withdrawals	(5,286)	(22,386)	(6,484)	(1)
Transfers between Divisions
(including fixed account), net	(545)	(6,074)	73,353	552
Increase (decrease) in net assets derived from
principal transactions	(6,427)	(28,805)	75,849	598
Total increase (decrease) in net assets	(7,279)	(30,869)	135,828	608
Net assets at December 31, 2009	$ 15,806	$ 45,358	$ 223,254	$ 608

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

113

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Global		ING Index Plus
	ING FTSE 100	Equity Option	ING Hang Seng	LargeCap
	Index Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class A	Class S	Class S	Class S
Net assets at January 1, 2008	$ -	$ -	$ -	$ 303,196

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-	22	-	(55)
Total realized gain (loss) on investments
and capital gains distributions	-	(1)	-	19,076
Net unrealized appreciation (depreciation)
of investments	-	92	-	(136,091)
Net increase (decrease) in net assets from operations	-	113	-	(117,070)
Changes from principal transactions:
Premiums	-	1,647	-	6,600
Death Benefits	-	-	-	(3,295)
Surrenders and withdrawals	-	284	-	(15,478)
Transfers between Divisions
(including fixed account), net	-	-	-	420
Increase (decrease) in net assets derived from
principal transactions	-	1,931	-	(11,753)
Total increase (decrease) in net assets	-	2,044	-	(128,823)
Net assets at December 31, 2008	-	2,044	-	174,373

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2)	(89)	(170)	1,257
Total realized gain (loss) on investments
and capital gains distributions	-	1,588	764	(20,494)
Net unrealized appreciation (depreciation)
of investments	7	(92)	1,662	49,484
Net increase (decrease) in net assets from operations	5	1,407	2,256	30,247
Changes from principal transactions:
Premiums	428	2,512	2,752	320
Death Benefits	-	(16)	(5)	(3,476)
Surrenders and withdrawals	(1)	(153)	(871)	(14,025)
Transfers between Divisions
(including fixed account), net	323	(5,794)	37,554	(13,102)
Increase (decrease) in net assets derived from
principal transactions	750	(3,451)	39,430	(30,283)
Total increase (decrease) in net assets	755	(2,044)	41,686	(36)
Net assets at December 31, 2009	$ 755	$ -	$ 41,686	$ 174,337

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

114


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)


	ING Index Plus	ING Index Plus	ING	ING Japan
	MidCap	SmallCap	International	Equity Index
	Portfolio -	Portfolio -	Index Portfolio -	Portfolio -
	Class S	Class S	Class S	Class A
Net assets at January 1, 2008	$ 232,853	$ 171,833	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,912)	(2,197)	46	-
Total realized gain (loss) on investments
and capital gains distributions	11,342	(3,579)	(755)	-
Net unrealized appreciation (depreciation)
of investments	(89,601)	(47,599)	(1,100)	-
Net increase (decrease) in net assets from operations	(80,171)	(53,375)	(1,809)	-
Changes from principal transactions:
Premiums	11,911	6,895	4,176	-
Death Benefits	(1,481)	(807)	(4)	-
Surrenders and withdrawals	(47,608)	(36,030)	3,678	-
Transfers between Divisions
(including fixed account), net	140	96	-	-
Increase (decrease) in net assets derived from
principal transactions	(37,038)	(29,846)	7,850	-
Total increase (decrease) in net assets	(117,209)	(83,221)	6,041	-
Net assets at December 31, 2008	115,644	88,612	6,041	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1,184)	(863)	(812)	(2)
Total realized gain (loss) on investments
and capital gains distributions	(15,463)	(11,004)	(531)	(9)
Net unrealized appreciation (depreciation)
of investments	45,570	28,599	8,690	2
Net increase (decrease) in net assets from operations	28,923	16,732	7,347	(9)
Changes from principal transactions:
Premiums	1,130	379	7,089	(375)
Death Benefits	(1,770)	(1,216)	(215)	-
Surrenders and withdrawals	(5,853)	(3,866)	(2,113)	(1)
Transfers between Divisions
(including fixed account), net	(10,349)	(6,173)	51,439	709
Increase (decrease) in net assets derived from
principal transactions	(16,842)	(10,876)	56,200	333
Total increase (decrease) in net assets	12,081	5,856	63,547	324
Net assets at December 31, 2009	$ 127,725	$ 94,468	$ 69,588	$ 324

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

115

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING
	Opportunistic		ING	ING Russell™	ING Russell™
	Large Cap		Opportunistic	Global Large	Large Cap
	Growth		Large Cap	Cap Index 75%	Growth Index
	Portfolio -		Portfolio -	Portfolio -	Portfolio -
	Class S		Class S	Class S	Class S
Net assets at January 1, 2008	$ 629		$ 22,941	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4)	(43)	23	-
Total realized gain (loss) on investments
and capital gains distributions		13	2,013	(50)	-
Net unrealized appreciation (depreciation)
of investments		(300)	(9,695)	161	-
Net increase (decrease) in net assets from operations		(291)	(7,725)	134	-
Changes from principal transactions:
Premiums		152	59	2,202	-
Death Benefits		-	(359)	-	-
Surrenders and withdrawals		(140)	(3,358)	389	-
Transfers between Divisions
(including fixed account), net		-	5	-	-
Increase (decrease) in net assets derived from
principal transactions		12	(3,653)	2,591	-
Total increase (decrease) in net assets		(279)	(11,378)	2,725	-
Net assets at December 31, 2008		350	11,563	2,725	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1)	76	40	(1,646)
Total realized gain (loss) on investments
and capital gains distributions		(181)	(1,624)	275	1,187
Net unrealized appreciation (depreciation)
of investments		231	2,712	2,749	21,056
Net increase (decrease) in net assets from operations		49	1,164	3,064	20,597
Changes from principal transactions:
Premiums		14	83	7,436	1,164
Death Benefits		-	(144)	(228)	(1,067)
Surrenders and withdrawals		(4)	(910)	(224)	(3,126)
Transfers between Divisions
(including fixed account), net		(409)	(537)	4,464	124,326
Increase (decrease) in net assets derived from
principal transactions		(399)	(1,508)	11,448	121,297
Total increase (decrease) in net assets		(350)	(344)	14,512	141,894
Net assets at December 31, 2009	$ -		$ 11,219	$ 17,237	$ 141,894

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

116

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


		ING Russell™	ING Russell™
	ING Russell™	Large Cap	Mid Cap	ING Russell™
	Large Cap	Value Index	Growth Index	Mid Cap Index
	Index Portfolio -	Portfolio -	Portfolio -	Portfolio -
	Class S	Class S	Class S	Class S
Net assets at January 1, 2008	$ -	$ -	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	58	-	-	81
Total realized gain (loss) on investments
and capital gains distributions	(2,760)	-	-	(1,525)
Net unrealized appreciation (depreciation)
of investments	(2,334)	-	-	(5,755)
Net increase (decrease) in net assets from operations	(5,036)	-	-	(7,199)
Changes from principal transactions:
Premiums	10,136	-	-	15,114
Death Benefits	(9)	-	-	(166)
Surrenders and withdrawals	17,812	-	-	14,874
Transfers between Divisions
(including fixed account), net	-	-	-	26
Increase (decrease) in net assets derived from
principal transactions	27,939	-	-	29,848
Total increase (decrease) in net assets	22,903	-	-	22,649
Net assets at December 31, 2008	22,903	-	-	22,649

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(4,018)	(225)	(2,272)	(1,252)
Total realized gain (loss) on investments
and capital gains distributions	1,260	367	1,109	(3,279)
Net unrealized appreciation (depreciation)
of investments	58,609	3,245	28,135	21,683
Net increase (decrease) in net assets from operations	55,851	3,387	26,972	17,152
Changes from principal transactions:
Premiums	9,625	882	2,127	13,265
Death Benefits	(3,662)	(201)	(2,564)	(505)
Surrenders and withdrawals	(10,615)	(904)	(5,428)	(1,849)
Transfers between Divisions
(including fixed account), net	298,395	20,841	227,261	34,407
Increase (decrease) in net assets derived from
principal transactions	293,743	20,618	221,396	45,318
Total increase (decrease) in net assets	349,594	24,005	248,368	62,470
Net assets at December 31, 2009	$ 372,497	$ 24,005	$ 248,368	$ 85,119

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

117

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


				ING
				WisdomTree^SM
	ING Russell™	ING Small		Global High-
	Small Cap	Company	ING U.S. Bond	Yielding Equity
	Index Portfolio -	Portfolio -	Index Portfolio -	Index Portfolio -
	Class S	Class S	Class S	Class S
Net assets at January 1, 2008	$ -	$ 2,803	$ -	$ -

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(32)	(403)	513	2,343
Total realized gain (loss) on investments
and capital gains distributions	(5,156)	(1,783)	(164)	(3,268)
Net unrealized appreciation (depreciation)
of investments	(23,030)	(10,805)	4,506	(68,858)
Net increase (decrease) in net assets from operations	(28,218)	(12,991)	4,855	(69,783)
Changes from principal transactions:
Premiums	15,916	14,100	33,477	126,979
Death Benefits	(215)	(16)	(389)	(482)
Surrenders and withdrawals	83,014	39,577	139,284	88,264
Transfers between Divisions
(including fixed account), net	30	6	34	73
Increase (decrease) in net assets derived from
principal transactions	98,745	53,667	172,406	214,834
Total increase (decrease) in net assets	70,527	40,676	177,261	145,051
Net assets at December 31, 2008	70,527	43,479	177,261	145,051

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(2,194)	(1,011)	(1,098)	(4,597)
Total realized gain (loss) on investments
and capital gains distributions	(12,526)	(8,664)	5,894	(18,171)
Net unrealized appreciation (depreciation)
of investments	34,800	22,788	3,568	68,090
Net increase (decrease) in net assets from operations	20,080	13,113	8,364	45,322
Changes from principal transactions:
Premiums	13,532	9,557	32,415	23,714
Death Benefits	(790)	(283)	(2,781)	(1,523)
Surrenders and withdrawals	(3,886)	(2,451)	(13,899)	(4,528)
Transfers between Divisions
(including fixed account), net	15,237	12,118	50,398	4,997
Increase (decrease) in net assets derived from
principal transactions	24,093	18,941	66,133	22,660
Total increase (decrease) in net assets	44,173	32,054	74,497	67,982
Net assets at December 31, 2009	$ 114,700	$ 75,533	$ 251,758	$ 213,033

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

118

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	ING			Legg Mason
	International	ING MidCap	ING SmallCap	ClearBridge
	Value	Opportunities	Opportunities	Variable
	Portfolio -	Portfolio -	Portfolio -	Investors
	Class S	Class S	Class S	Portfolio
Net assets at January 1, 2008	$ 13,183	$ 26,412	$ 100,307	$ 169

Increase (decrease) in net assets
Operations:
Net investment income (loss)	155	(4,642)	(1,880)	(1)
Total realized gain (loss) on investments
and capital gains distributions	1,481	2,904	16,360	(14)
Net unrealized appreciation (depreciation)
of investments	(8,028)	(128,278)	(46,306)	(41)
Net increase (decrease) in net assets from operations	(6,392)	(130,016)	(31,826)	(56)
Changes from principal transactions:
Premiums	4,212	12,727	835	1
Death Benefits	(69)	(4,340)	(650)	-
Surrenders and withdrawals	(2,038)	318,336	(17,109)	(41)
Transfers between Divisions
(including fixed account), net	-	233	34	-
Increase (decrease) in net assets derived from
principal transactions	2,105	326,956	(16,890)	(40)
Total increase (decrease) in net assets	(4,287)	196,940	(48,716)	(96)
Net assets at December 31, 2008	8,896	223,352	51,591	73

Increase (decrease) in net assets
Operations:
Net investment income (loss)	12	(5,399)	(1,403)	-
Total realized gain (loss) on investments
and capital gains distributions	(1,275)	(15,469)	(893)	(7)
Net unrealized appreciation (depreciation)
of investments	3,426	101,185	15,414	22
Net increase (decrease) in net assets from operations	2,163	80,317	13,118	15
Changes from principal transactions:
Premiums	739	6,514	257	-
Death Benefits	(74)	(5,053)	(532)	-
Surrenders and withdrawals	(227)	(15,932)	(2,604)	(8)
Transfers between Divisions
(including fixed account), net	(779)	7,932	(2,389)	-
Increase (decrease) in net assets derived from
principal transactions	(341)	(6,539)	(5,268)	(8)
Total increase (decrease) in net assets	1,822	73,778	7,850	7
Net assets at December 31, 2009	$ 10,718	$ 297,130	$ 59,441	$ 80

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

119


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)

	Legg Mason
	Global Currents
	Variable	Legg Mason		Legg Mason	Oppenheimer
	International	Western Asset		Western Asset	Main Street
	All Cap	Variable High		Variable Money	Small Cap
	Opportunity	Income		Market	Fund®/VA -
	Portfolio	Portfolio		Portfolio	Service Class
Net assets at January 1, 2008	$ 104	$ 110		$ 166	$ 1,323

Increase (decrease) in net assets
Operations:
Net investment income (loss)	-		7	(1)	(11)
Total realized gain (loss) on investments
and capital gains distributions	(27)		(1)	-	22
Net unrealized appreciation (depreciation)
of investments	(9)		(30)	-	(523)
Net increase (decrease) in net assets from operations	(36)		(24)	(1)	(512)
Changes from principal transactions:
Premiums	1		-	-	246
Death Benefits	-		-	-	(25)
Surrenders and withdrawals	(30)		(35)	(142)	(210)
Transfers between Divisions
(including fixed account), net	-		-	-	-
Increase (decrease) in net assets derived from
principal transactions	(29)		(35)	(142)	11
Total increase (decrease) in net assets	(65)		(59)	(143)	(501)
Net assets at December 31, 2008	39		51	23	822

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)		7	-	(11)
Total realized gain (loss) on investments
and capital gains distributions	(7)		(2)	-	(77)
Net unrealized appreciation (depreciation)
of investments	17		23	-	471
Net increase (decrease) in net assets from operations	9		28	-	383
Changes from principal transactions:
Premiums	-		-	-	238
Death Benefits	-		-	-	-
Surrenders and withdrawals	(2)		(1)	-	(79)
Transfers between Divisions
(including fixed account), net	-		-	-	236
Increase (decrease) in net assets derived from
principal transactions	(2)		(1)	-	395
Total increase (decrease) in net assets	7		27	-	778
Net assets at December 31, 2009	$ 46	$ 78		$ 23	$ 1,600

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

120


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Changes in Net Assets
For the years ended December 31, 2009 and 2008
(Dollars in thousands)


	PIMCO Real
	Return	Pioneer Equity		Pioneer Small
	Portfolio -	Income VCT		Cap Value VCT
	Administrative	Portfolio -		Portfolio -	ProFund VP
	Class	Class II		Class II	Bull
Net assets at January 1, 2008	$ 2,430	$ 16,338		$ 4,873	$ 30,062

Increase (decrease) in net assets
Operations:
Net investment income (loss)	140		215	(52)	(521)
Total realized gain (loss) on investments
and capital gains distributions	(5)		818	(47)	(191)
Net unrealized appreciation (depreciation)
of investments	(981)		(6,571)	(1,586)	(9,414)
Net increase (decrease) in net assets from operations	(846)		(5,538)	(1,685)	(10,126)
Changes from principal transactions:
Premiums	3,930		4,145	-	10
Death Benefits	-		(7)	(130)	(211)
Surrenders and withdrawals	1,998		(1,626)	(688)	(5,680)
Transfers between Divisions
(including fixed account), net	3		11	18	(9)
Increase (decrease) in net assets derived from
principal transactions	5,931		2,523	(800)	(5,890)
Total increase (decrease) in net assets	5,085		(3,015)	(2,485)	(16,016)
Net assets at December 31, 2008	7,515		13,323	2,388	14,046

Increase (decrease) in net assets
Operations:
Net investment income (loss)	162		237	(11)	(279)
Total realized gain (loss) on investments
and capital gains distributions	341		(1,049)	(2,985)	(848)
Net unrealized appreciation (depreciation)
of investments	872		2,633	2,845	3,813
Net increase (decrease) in net assets from operations	1,375		1,821	(151)	2,686
Changes from principal transactions:
Premiums	1,304		2,039	-	(1)
Death Benefits	(37)		(48)	(6)	(311)
Surrenders and withdrawals	(645)		(595)	(95)	(694)
Transfers between Divisions
(including fixed account), net	1,704		(1,511)	(2,136)	(410)
Increase (decrease) in net assets derived from
principal transactions	2,326		(115)	(2,237)	(1,416)
Total increase (decrease) in net assets	3,701		1,706	(2,388)	1,270
Net assets at December 31, 2009	$ 11,216	$ 15,029		$ -	$ 15,316

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

121

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


			Wells Fargo	Wells Fargo
		ProFund VP	Advantage	Advantage
	ProFund VP	Rising Rates	Asset Allocation	C&B Large Cap
	Europe 30	Opportunity	Fund	Value Fund
Net assets at January 1, 2008	$ 23,421	$ 30,230	$ 3,282	$ 489

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(59)	645	(4)	(5)
Total realized gain (loss) on investments
and capital gains distributions	2,168	(2,446)	204	(1)
Net unrealized appreciation (depreciation)
of investments	(11,280)	(7,148)	(1,153)	(149)
Net increase (decrease) in net assets from operations	(9,171)	(8,949)	(953)	(155)
Changes from principal transactions:
Premiums	10	10	-	-
Death Benefits	(101)	(354)	(8)	-
Surrenders and withdrawals	(4,320)	(7,744)	(332)	(101)
Transfers between Divisions
(including fixed account), net	(4)	6	-	-
Increase (decrease) in net assets derived from
principal transactions	(4,415)	(8,082)	(340)	(101)
Total increase (decrease) in net assets	(13,586)	(17,031)	(1,293)	(256)
Net assets at December 31, 2008	9,835	13,199	1,989	233

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(1)	(284)	(13)	(2)
Total realized gain (loss) on investments
and capital gains distributions	(1,510)	(2,153)	(104)	(11)
Net unrealized appreciation (depreciation)
of investments	3,915	6,093	324	67
Net increase (decrease) in net assets from operations	2,404	3,656	207	54
Changes from principal transactions:
Premiums	1	2	-	-
Death Benefits	(483)	(228)	-	-
Surrenders and withdrawals	(682)	(1,019)	(166)	(14)
Transfers between Divisions
(including fixed account), net	(631)	(1,307)	(21)	(35)
Increase (decrease) in net assets derived from
principal transactions	(1,795)	(2,552)	(187)	(49)
Total increase (decrease) in net assets	609	1,104	20	5
Net assets at December 31, 2009	$ 10,444	$ 14,303	$ 2,009	$ 238

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

122

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	Wells Fargo	Wells Fargo	Wells Fargo		Wells Fargo
	Advantage	Advantage	Advantage		Advantage
	Equity Income	Large Company	Money Market		Small Cap
	Fund	Growth Fund	Fund		Growth Fund
Net assets at January 1, 2008	$ 1,004	$ 2,681	$ 127		$ 884

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(5)	(48)		(1)	(16)
Total realized gain (loss) on investments
and capital gains distributions	99	3		-	179
Net unrealized appreciation (depreciation)
of investments	(456)	(940)		-	(508)
Net increase (decrease) in net assets from operations	(362)	(985)		(1)	(345)
Changes from principal transactions:
Premiums	-	-		-	-
Death Benefits	-	(42)		-	(8)
Surrenders and withdrawals	(113)	(346)		(83)	(112)
Transfers between Divisions
(including fixed account), net	-	-		-	-
Increase (decrease) in net assets derived from
principal transactions	(113)	(388)		(83)	(120)
Total increase (decrease) in net assets	(475)	(1,373)		(84)	(465)
Net assets at December 31, 2008	529	1,308		43	419

Increase (decrease) in net assets
Operations:
Net investment income (loss)	(3)	(35)		(1)	(12)
Total realized gain (loss) on investments
and capital gains distributions	(30)	(11)		-	(62)
Net unrealized appreciation (depreciation)
of investments	102	524		-	249
Net increase (decrease) in net assets from operations	69	478		(1)	175
Changes from principal transactions:
Premiums	-	-		-	-
Death Benefits	-	-		-	-
Surrenders and withdrawals	(40)	(124)		(6)	(80)
Transfers between Divisions
(including fixed account), net	(3)	(133)		-	(50)
Increase (decrease) in net assets derived from
principal transactions	(43)	(257)		(6)	(130)
Total increase (decrease) in net assets	26	221		(7)	45
Net assets at December 31, 2009	$ 555	$ 1,529	$ 36		$ 464

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

123

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Statements of Changes in Net Assets

For the years ended December 31, 2009 and 2008

(Dollars in thousands)


	Wells Fargo
	Advantage Total
	Return Bond
	Fund
Net assets at January 1, 2008	$ 1,314

Increase (decrease) in net assets
Operations:
Net investment income (loss)	30
Total realized gain (loss) on investments
and capital gains distributions	(9)
Net unrealized appreciation (depreciation)
of investments	(21)
Net increase (decrease) in net assets from operations	-
Changes from principal transactions:
Premiums	-
Death Benefits	-
Surrenders and withdrawals	(285)
Transfers between Divisions
(including fixed account), net	-
Increase (decrease) in net assets derived from
principal transactions	(285)
Total increase (decrease) in net assets	(285)
Net assets at December 31, 2008	1,029

Increase (decrease) in net assets
Operations:
Net investment income (loss)	21
Total realized gain (loss) on investments
and capital gains distributions	5
Net unrealized appreciation (depreciation)
of investments	65
Net increase (decrease) in net assets from operations	91
Changes from principal transactions:
Premiums	-
Death Benefits	-
Surrenders and withdrawals	(69)
Transfers between Divisions
(including fixed account), net	29
Increase (decrease) in net assets derived from
principal transactions	(40)
Total increase (decrease) in net assets	51
Net assets at December 31, 2009	$ 1,080

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

124


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

1.	Organization

ING USA Annuity and Life Insurance Company Separate Account B (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.

As part of a restructuring plan approved by the European Commission (“EC”), ING has agreed to separate its banking and insurance businesses by 2013. ING intends to achieve this separation over the next four years by divestment of its insurance and investment management operations, including the Account. ING has announced that it will explore all options for implementing the separation including initial public offerings, sales, or combinations thereof.

During 2009, the Account offered ING Architect Contracts, ING GoldenSelect Contracts, and ING Retirement Solutions Rollover Choice Contracts (collectively, the “Contracts”). ING GoldenSelect Contracts included Access, Premium Plus, ESII, and Landmark.

The Account includes the following discontinued offerings:

ING GoldenSelect Contracts:
Access One (September 2003)
DVA and DVA Series 100 (May 2000)
DVA 80 (May 1991)
DVA Plus (January 2004)
Generations (October 2008)
Granite PrimElite (May 2001)
Opportunities and Legends (March 2007)
Value (June 2003)
ING Simplicity Contracts (August 2007)
ING SmartDesign Contracts:
Variable Annuity, Advantage and Signature (April 2008)
Wells Fargo ING Contracts:
Opportunities and Landmark (June 2006)
ING Customized Solutions Focus Contracts (September 2004)

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.

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,

125

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

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.

At December 31, 2009, the Account had 161 investment divisions (the “Divisions”), 27 of which invest in independently managed mutual fund portfolios and 134 of which invest in mutual fund portfolios managed by affiliates, either Directed Services LLC (“DSL”) or ING Investments, LLC (“IIL”). The assets in each Division are invested in shares of a designated mutual fund (“Fund”) of various investment trusts (the “Trusts”). Investment Divisions at December 31, 2009 and related Trusts are as follows:


AIM Variable Insurance Funds:	ING Investors Trust (continued):
AIM V.I. Leisure Fund - Series I Shares	ING BlackRock Large Cap Value Portfolio - Service
BlackRock Variable Series Funds, Inc.:	Class
BlackRock Global Allocation V.I. Fund - Class III*	ING BlackRock Large Cap Value Portfolio -
Columbia Funds Variable Insurance Trust:	Service 2 Class
Columbia Asset Allocation Fund, Variable Series -	ING Clarion Global Real Estate Portfolio - Service
Class A	Class
Columbia Federal Securities Fund, Variable Series -	ING Clarion Global Real Estate Portfolio - Service 2
Class A	Class
Columbia Large Cap Growth Fund, Variable Series -	ING Clarion Real Estate Portfolio - Service Class
Class A	ING Clarion Real Estate Portfolio - Service 2 Class
Columbia Small Cap Value Fund, Variable Series -	ING Evergreen Health Sciences Portfolio - Service
Class B	Class
Columbia Small Company Growth Fund, Variable	ING Evergreen Omega Portfolio - Service Class
Series - Class A	ING Evergreen Omega Portfolio - Service 2 Class
Fidelity® Variable Insurance Products:	ING FMR^SMDiversified Mid Cap Portfolio - Service
Fidelity® VIP Equity-Income Portfolio - Service	Class
Class 2	ING FMR^SMDiversified Mid Cap Portfolio -
Fidelity® Variable Insurance Products II:	Service 2 Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING Focus 5 Portfolio - Service Class
Franklin Templeton Variable Insurance Products Trust:	ING Franklin Income Portfolio - Service Class
Franklin Small Cap Value Securities Fund - Class 2	ING Franklin Income Portfolio - Service 2 Class
ING Balanced Portfolio, Inc.:	ING Franklin Mutual Shares Portfolio - Service
ING Balanced Portfolio - Class S	Class
ING Intermediate Bond Portfolio:	ING Franklin Templeton Founding Strategy
ING Intermediate Bond Portfolio - Class S	Portfolio - Service Class
ING Investors Trust:	ING Global Resources Portfolio - Service Class
ING American Funds Asset Allocation Portfolio*	ING Global Resources Portfolio - Service 2 Class
ING American Funds Bond Portfolio*	ING Janus Contrarian Portfolio - Service Class
ING American Funds Growth Portfolio	ING Janus Contrarian Portfolio - Service 2 Class
ING American Funds Growth-Income Portfolio	ING JPMorgan Emerging Markets Equity Portfolio -
ING American Funds International Portfolio	Service Class
ING American Funds World Allocation Portfolio -	ING JPMorgan Emerging Markets Equity Portfolio -
Service Class*	Service 2 Class
ING Artio Foreign Portfolio - Service Class	ING JPMorgan Small Cap Core Equity Portfolio -
ING Artio Foreign Portfolio - Service 2 Class	Service Class
ING BlackRock Inflation Protected Bond Portfolio -	ING JPMorgan Small Cap Core Equity Portfolio -
Service Class**	Service 2 Class
ING BlackRock Large Cap Growth Portfolio -	ING Limited Maturity Bond Portfolio - Service Class
Institutional Class	ING Liquid Assets Portfolio - Service Class
ING BlackRock Large Cap Growth Portfolio - Service	ING Liquid Assets Portfolio - Service 2 Class

126

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Class	ING Lord Abbett Affiliated Portfolio - Service Class

127

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


ING Investors Trust (continued):	ING Partners, Inc. (continued):
ING Lord Abbett Affiliated Portfolio - Service 2 Class	ING Davis New York Venture Portfolio - Service
ING Marsico Growth Portfolio - Service Class	Class
ING Marsico Growth Portfolio - Service 2 Class	ING JPMorgan Mid Cap Value Portfolio - Service
ING Marsico International Opportunities Portfolio -	Class
Service Class	ING Legg Mason Partners Aggressive Growth
ING MFS Total Return Portfolio - Service Class	Portfolio - Service Class
ING MFS Total Return Portfolio - Service 2 Class	ING Oppenheimer Global Portfolio - Initial Class
ING MFS Utilities Portfolio - Service Class	ING Oppenheimer Global Portfolio - Service Class
ING Oppenheimer Active Allocation Portfolio -	ING Oppenheimer Strategic Income Portfolio -
Service Class*	Service Class
ING PIMCO High Yield Portfolio - Service Class	ING PIMCO Total Return Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service	ING Solution 2015 Portfolio - Service Class
Class	ING Solution 2025 Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service 2	ING Solution 2035 Portfolio - Service Class
Class	ING Solution 2045 Portfolio - Service Class
ING Pioneer Fund Portfolio - Service Class	ING Solution Income Portfolio - Service Class
ING Pioneer Mid Cap Value Portfolio - Service Class	ING T. Rowe Price Diversified Mid Cap Growth
ING Retirement Conservative Portfolio - Adviser	Portfolio - Service Class
Class**	ING T. Rowe Price Growth Equity Portfolio - Service
ING Retirement Growth Portfolio - Adviser Class**	Class
ING Retirement Moderate Growth Portfolio - Adviser	ING Templeton Foreign Equity Portfolio - Service
Class**	Class
ING Retirement Moderate Portfolio - Adviser Class**	ING Thornburg Value Portfolio - Initial Class
ING T. Rowe Price Capital Appreciation Portfolio -	ING Thornburg Value Portfolio - Service Class
Service Class	ING UBS U.S. Large Cap Equity Portfolio - Service
ING T. Rowe Price Capital Appreciation Portfolio -	Class
Service 2 Class	ING Van Kampen Comstock Portfolio - Service
ING T. Rowe Price Equity Income Portfolio - Service	Class
Class	ING Van Kampen Equity and Income Portfolio -
ING T. Rowe Price Equity Income Portfolio - Service 2	Initial Class
Class	ING Van Kampen Equity and Income Portfolio -
ING Templeton Global Growth Portfolio - Service	Service Class
Class	ING Strategic Allocation Portfolios, Inc.:
ING Templeton Global Growth Portfolio - Service 2	ING Strategic Allocation Conservative Portfolio -
Class	Class S
ING Van Kampen Global Franchise Portfolio - Service	ING Strategic Allocation Growth Portfolio - Class S
Class	ING Strategic Allocation Moderate Portfolio -
ING Van Kampen Global Franchise Portfolio -	Class S
Service 2 Class	ING Variable Funds:
ING Van Kampen Global Tactical Asset Allocation	ING Growth and Income Portfolio - Class I
Portfolio - Service Class*	ING Growth and Income Portfolio - Class S
ING Van Kampen Growth and Income Portfolio -	ING Variable Insurance Trust:
Service Class	ING GET U.S. Core Portfolio - Series 5
ING Van Kampen Growth and Income Portfolio -	ING GET U.S. Core Portfolio - Series 6
Service 2 Class	ING GET U.S. Core Portfolio - Series 7
ING Wells Fargo Small Cap Disciplined Portfolio -	ING GET U.S. Core Portfolio - Series 8
Service Class	ING GET U.S. Core Portfolio - Series 9
ING Wells Fargo Small Cap Disciplined Portfolio -	ING GET U.S. Core Portfolio - Series 10
Service 2 Class	ING GET U.S. Core Portfolio - Series 11
ING Mutual Funds:	ING GET U.S. Core Portfolio - Series 12
ING Diversified International Fund - Class R	ING GET U.S. Core Portfolio - Series 13
ING Partners, Inc.:	ING GET U.S. Core Portfolio - Series 14
ING American Century Small-Mid Cap Value	ING Variable Portfolios, Inc.:
Portfolio - Service Class	ING BlackRock Science and Technology
ING Baron Small Cap Growth Portfolio - Service Class	Opportunities Portfolio - Class S
ING Columbia Small Cap Value Portfolio - Service	ING Dow Jones Euro STOXX 50 Index Portfolio -
Class	Class A**

128

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


ING Variable Portfolios, Inc. (continued):	Legg Mason Partners Variable Income Trust:
ING FTSE 100 Index Portfolio - Class A**		Legg Mason Western Asset Variable High Income
ING Hang Seng Index Portfolio - Class S**		Portfolio
ING Index Plus LargeCap Portfolio - Class S		Legg Mason Western Asset Variable Money Market
ING Index Plus MidCap Portfolio - Class S		Portfolio
ING Index Plus SmallCap Portfolio - Class S	Oppenheimer Variable Account Funds:
ING International Index Portfolio - Class S*		Oppenheimer Main Street Small Cap Fund®/VA -
ING Japan Equity Index Portfolio - Class A**		Service Class
ING Opportunistic Large Cap Portfolio - Class S	PIMCO Variable Insurance Trust:
ING Russell™ Global Large Cap Index 75% Portfolio -		PIMCO Real Return Portfolio - Administrative Class
Class S*	Pioneer Variable Contracts Trust:
ING Russell™ Large Cap Growth Index Portfolio -		Pioneer Equity Income VCT Portfolio - Class II
Class S**	ProFunds:
ING Russell™ Large Cap Index Portfolio - Class S*		ProFund VP Bull
ING Russell™ Large Cap Value Index Portfolio -		ProFund VP Europe 30
Class S**		ProFund VP Rising Rates Opportunity
ING Russell™ Mid Cap Growth Index Portfolio -	Wells Fargo Funds Trust:
Class S**		Wells Fargo Advantage Asset Allocation Fund
ING Russell™ Mid Cap Index Portfolio - Class S*		Wells Fargo Advantage C&B Large Cap Value Fund
ING Russell™ Small Cap Index Portfolio - Class S*		Wells Fargo Advantage Equity Income Fund
ING Small Company Portfolio - Class S		Wells Fargo Advantage Large Company Growth
ING U.S. Bond Index Portfolio - Class S*		Fund
ING WisdomTree^SMGlobal High-Yielding Equity Index		Wells Fargo Advantage Money Market Fund
Portfolio - Class S*		Wells Fargo Advantage Small Cap Growth Fund
ING Variable Products Trust:		Wells Fargo Advantage Total Return Bond Fund
ING International Value Portfolio - Class S
ING MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class S	*	Division became available in 2008
Legg Mason Partners Variable Equity Trust:	**	Division became available in 2009
Legg Mason ClearBridge Variable Investors Portfolio
Legg Mason Global Currents Variable International All
Cap Opportunity Portfolio

The names of certain Divisions were changed during 2009. The following is a summary
of current and former names for those Divisions:

Current Name		Former Name
ING Balanced Portfolio, Inc.:	ING VP Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class S		ING VP Balanced Portfolio - Class S
ING Intermediate Bond Portfolio:	ING VP Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class S		ING VP Intermediate Bond Portfolio - Class S
ING Investors Trust:	ING Investors Trust:
ING Artio Foreign Portfolio - Service Class		ING Julius Baer Foreign Portfolio - Service Class
ING Artio Foreign Portfolio - Service 2 Class		ING Julius Baer Foreign Portfolio - Service 2 Class
ING Clarion Global Real Estate Portfolio - Service		ING Global Real Estate Portfolio - Service Class
Class
ING Clarion Global Real Estate Portfolio - Service 2		ING Global Real Estate Portfolio - Service 2 Class
Class
ING Clarion Real Estate Portfolio - Service Class		ING Van Kampen Real Estate Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service 2 Class		ING Van Kampen Real Estate Portfolio - Service 2
		Class
ING Growth and Income Portfolio II - Service Class		ING Legg Mason Value Portfolio - Service Class
ING Growth and Income Portfolio II - Service 2 Class		ING Legg Mason Value Portfolio - Service 2 Class
ING Index Plus International Equity Portfolio -		ING VP Index Plus International Equity Portfolio -
Service Class		Service Class

129

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Current Name	Former Name
ING Investors Trust (continued):	ING Investors Trust (continued):
ING Index Plus International Equity Portfolio -	ING VP Index Plus International Equity Portfolio -
Service 2 Class	Service 2 Class
ING JPMorgan Emerging Markets Equity Portfolio -	ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class	Adviser Class
ING Oppenheimer Active Allocation Portfolio -	ING Oppenheimer Active Asset Allocation Portfolio -
Service Class	Service Class
ING PIMCO Total Return Bond Portfolio - Service	ING PIMCO Core Bond Portfolio - Service Class
Class
ING PIMCO Total Return Bond Portfolio - Service 2	ING PIMCO Core Bond Portfolio - Service 2 Class
Class
ING Partners, Inc.:	ING Partners, Inc.:
ING Columbia Small Cap Value Portfolio - Service	ING Columbia Small Cap Value II Portfolio - Service
Class	Class
ING Strategic Allocation Portfolios, Inc.:	ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio -	ING VP Strategic Allocation Conservative Portfolio -
Class S	Class S
ING Strategic Allocation Growth Portfolio - Class S	ING VP Strategic Allocation Growth Portfolio -
	Class S
ING Strategic Allocation Moderate Portfolio - Class S	ING VP Strategic Allocation Moderate Portfolio -
	Class S
ING Variable Funds:	ING Variable Funds:
ING Growth and Income Portfolio - Class I	ING VP Growth and Income Portfolio - Class I
ING Growth and Income Portfolio - Class S	ING VP Growth and Income Portfolio - Class S
ING Variable Portfolios, Inc.:	ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology	ING BlackRock Global Science and Technology
Opportunities Portfolio - Class S	Portfolio - Class S
ING Index Plus LargeCap Portfolio - Class S	ING VP Index Plus LargeCap Portfolio - Class S
ING Index Plus MidCap Portfolio - Class S	ING VP Index Plus MidCap Portfolio - Class S
ING Index Plus SmallCap Portfolio - Class S	ING VP Index Plus SmallCap Portfolio - Class S
ING Opportunistic Large Cap Portfolio - Class S	ING Opportunistic Large Cap Value Portfolio -
	Class S
ING Russell™ Global Large Cap Index 75%	ING Russell™ Global Large Cap Index 85%
Portfolio - Class S	Portfolio - Class S
ING Small Company Portfolio - Class S	ING VP Small Company Portfolio - Class S
ING U.S. Bond Index Portfolio - Class S	ING Lehman Brothers U.S. Aggregate Bond Index®
	Portfolio - Class S
ING Variable Products Trust:	ING Variable Products Trust:
ING International Value Portfolio - Class S	ING VP International Value Portfolio - Class S
ING MidCap Opportunities Portfolio - Class S	ING VP MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class S	ING VP SmallCap Opportunities Portfolio - Class S
Legg Mason Partners Variable Equity Trust:	Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Investors Portfolio	Legg Mason Partners Variable Investors Portfolio
Legg Mason Global Currents Variable International	Legg Mason Partners Variable International All Cap
All Cap Opportunity Portfolio	Opportunity Portfolio
Legg Mason Partners Variable Income Trust:	Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income	Legg Mason Partners Variable High Income Portfolio
Portfolio
Legg Mason Western Asset Variable Money Market	Legg Mason Partners Variable Money Market
Portfolio	Portfolio

130

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

The following Divisions were closed to contractowners in 2009:

ING Investors Trust:

ING AllianceBernstein Mid Cap Growth Portfolio - Service Class

ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class

ING Growth and Income Portfolio II - Service Class

ING Growth and Income Portfolio II - Service 2 Class

ING Index Plus International Equity Portfolio - Service Class

ING Index Plus International Equity Portfolio - Service 2 Class

ING International Growth Opportunities Portfolio - Service Class

ING International Growth Opportunities Portfolio - Service 2 Class

ING JPMorgan Value Opportunities Portfolio - Service Class

ING JPMorgan Value Opportunities Portfolio - Service 2 Class

ING LifeStyle Aggressive Growth Portfolio - Service Class

ING LifeStyle Aggressive Growth Portfolio - Service 2 Class

ING LifeStyle Conservative Portfolio - Service Class

ING LifeStyle Conservative Portfolio - Service 2 Class

ING LifeStyle Growth Portfolio - Service Class

ING LifeStyle Growth Portfolio - Service 2 Class

ING LifeStyle Moderate Growth Portfolio - Service Class

ING LifeStyle Moderate Growth Portfolio - Service 2 Class

ING LifeStyle Moderate Portfolio - Service Class

ING LifeStyle Moderate Portfolio - Service 2 Class

ING Multi-Manager International Small Cap Portfolio - Class S

ING Oppenheimer Main Street Portfolio® - Service Class

ING Oppenheimer Main Street Portfolio® - Service 2 Class

ING Van Kampen Capital Growth Portfolio - Service Class

ING Van Kampen Capital Growth Portfolio - Service 2 Class

ING Partners, Inc.:

ING American Century Large Company Value Portfolio - Service Class

ING Neuberger Berman Partners Portfolio - Service Class

ING Variable Insurance Trust:

ING GET U.S. Core Portfolio - Series 3

ING GET U.S. Core Portfolio - Series 4

ING Variable Portfolios, Inc.:

ING Global Equity Option Portfolio - Class S

ING Opportunistic Large Cap Growth Portfolio - Class S

Pioneer Variable Contracts Trust:

Pioneer Small Cap Value VCT Portfolio - Class II

The following Divisions were offered during 2009 but did not have any activity as of

December 31, 2009:

ING Investors Trust:

ING BlackRock Large Cap Growth Portfolio - Service 2 Class

ING Evergreen Health Sciences Portfolio - Service 2 Class

131


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

2.	Significant Accounting Policies

The following is a summary of the significant accounting policies of the Account:

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.

Investments

Investments are made in shares of a Fund and are recorded at fair value, determined by the net asset value per share of the respective Fund. Investment transactions in each Fund are recorded on the trade date. Distributions of net investment income and capital gains from each Fund are recognized on the ex-distribution date. Realized gains and losses on redemptions of the shares of the Fund are determined on a first-in, first-out 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.

Contractowner Reserves

Prior to the annuity date, the Contracts are redeemable for the net cash surrender value of the Contracts. The annuity reserves of the Account are represented by net assets on the Statements 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.

Changes from Principal Transactions

Included in Changes from Principal Transactions on the Statements of Changes in Net Assets are items which relate to contractowner activity, including deposits, surrenders and withdrawals, benefits, and contract charges. Also included are transfers between the fixed account and the Divisions, transfers between Divisions, and transfers to (from) ING

132

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

USA related to gains and losses resulting from actual mortality experience (the full responsibility for which is assumed by ING USA). Any net unsettled transactions as of the reporting date are included in Payable to related parties on the Statements of Assets and Liabilities.

Subsequent Events

The Account has evaluated subsequent events for recognition and disclosure through the date the financial statements as of December 31, 2009 and for the years ended December 31, 2009 and 2008, were issued.


3.	Recently Adopted Accounting Standards

	FASB Accounting Standards Codification

	In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting
	Standards Update (“ASU”) 2009-01, “Topic 105 - Generally Accepted Accounting
	Principles: amendments based on Statement of Financial Accounting Standards (“FAS”)
	No. 168 - The FASB Accounting Standards Codification^TMand the Hierarchy of Generally
	Accepted Accounting Principles” (“ASU 2009-01”), which confirms that as of July 1,
	2009, the “FASB Accounting Standards Codification^TM” (“the Codification” or “ASC”) is
	the single official source of authoritative, nongovernmental US GAAP. All existing
	accounting standard documents are superseded, and all other accounting literature not
	included in the Codification is considered nonauthoritative.

	The Account adopted the Codification as of July 1, 2009. There was no effect on the
	Account’s net assets and results of operations. The Account has revised its disclosures to
	incorporate references to the Codification topics.

	Subsequent Events

	In May 2009, the FASB issued new guidance on subsequent events, included in ASC
	Topic 855, “Subsequent Events,” which establishes:

	§	The period after the balance sheet date during which an entity should evaluate
		events or transactions for potential recognition or disclosure in the financial
		statements;
	§	The circumstances under which an entity should recognize such events or
		transactions in its financial statements; and
	§	Disclosures regarding such events or transactions and the date through which an
		entity has evaluated subsequent events.

133

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

These provisions, as included in ASC Topic 855, were adopted by the Account on June 30, 2009. In addition, in February 2010, the FASB issued ASU 2010-09, “Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements,” which clarifies that an SEC filer should evaluate subsequent events through the date the financial statements are issued and eliminates the requirement for an SEC filer to disclose that date, effective upon issuance. The Account determined that there was no effect on the Account’s net assets and results of operations upon adoption, as the guidance is consistent with that previously applied by the Account under US auditing standards. The disclosure provisions included in ASC Topic 855, as amended, are presented in the Significant Accounting Policies footnote.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

In April 2009, the FASB issued new guidance on determining fair value when the volume and level of activity for the asset or liability have significantly decreased and identifying transactions that are not orderly, included in ASC Topic 820, “Fair Value Measurements and Disclosures,” which confirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. In addition, this guidance, as included in ASC Topic 820:

§ Clarifies factors for determining whether there has been a significant decrease in market activity for an asset or liability;§ Requires an entity to determine whether a transaction is not orderly based on the weight of the evidence; and§ Requires an entity to disclose in interim and annual periods the input and valuation technique used to measure fair value and any change in valuation technique.

These provisions, as included in ASC Topic 820, were adopted by the Account on April 1, 2009. The Account determined, however, that there was no effect on the Account’s net assets and results of operations upon adoption, as its guidance is consistent with that previously applied by the Account under US GAAP.

Fair Value Measurements

In September 2006, the FASB issued new guidance on fair value measurements included in ASC Topic 820, “Fair Value Measurements and Disclosures,” which provides guidance for using fair value to measure assets and liabilities whenever other standards require (or permit) assets or liabilities to be measured at fair value. ASC Topic 820 does not expand the use of fair value to any new circumstances.

134

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

ASC Topic 820 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, ASC Topic 820 establishes a fair value hierarchy that prioritizes the information used to develop such assumptions. The fair value hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data. ASC Topic 820 also requires separate disclosure of fair value measurements by level within the hierarchy and expanded disclosure of the effect on earnings for items measured using unobservable data.

The adoption of ASC Topic 820 on January 1, 2008 did not have an impact on the Account’s net assets or results of operations. New disclosures are included in the Financial Instruments footnote.

4. Financial Instruments

The Account invests assets in shares of open-end mutual funds, which process orders to purchase and redeem shares on a daily basis at the fund's next computed net asset values (“NAV”). The fair value of the Account’s assets is based on the NAVs of mutual funds, which are obtained from the custodian and reflect the fair values of the mutual fund investments. The NAV is calculated daily upon close of the New York Stock Exchange and is based on the fair values of the underlying securities.

The Account’s financial assets are recorded at fair value on the Statements of Assets and Liabilities and are categorized as Level 1 as of December 31, 2009 and 2008, respectively, based on the priority of the inputs to the valuation technique below. The Account had no financial liabilities as of December 31, 2009.

The ASC Topic 820 fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument.

§ Level 1 - Unadjusted quoted prices for identical assets or liabilities in an active market.

§ Level 2 - Quoted prices in markets that are not active or inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 2 inputs include the following: a) Quoted prices for similar assets or liabilities in active markets; b) Quoted prices for identical or similar assets or liabilities in non-active markets; c) Inputs other than quoted market prices that are observable; and d) Inputs that are derived principally from or corroborated by observable market data through correlation or other means.

135

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

§ Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These valuations, whether derived internally or obtained from a third party, use critical assumptions that are not widely available to estimate market participant expectations in valuing the asset or liability.

5. 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 or Quarterly 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. SmartDesign Advantage, SmartDesign Signature, and SmartDesign Variable Annuity contracts each have three different death benefit options referred to as Option Package I, Option Package II, and Option Package III. Focus has two different options referred to as Option Package I, Option Package II.

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:

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.

136

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Daily charges are deducted at annual rates of up to 2.20% of the average daily net asset

value of each Division of the Account to cover these risks, as specified in the Contracts:


Series	Annual Rates
ING:
Architect (pre January 2008) Max 7	1.40	%
Architect (post January 2008) Max 7	1.55
Architect (pre January 2008) Quarterly Ratchet	1.10
Architect (post January 2008) Quarterly Ratchet	1.25
Architect (post April 2008) Quarterly Ratchet	1.30
Architect (pre January 2008) Standard	0.85
Architect (post January 2008) Standard	1.00
Focus Variable Annuity Option I	0.60
Focus Variable Annuity Option II	0.80
Rollover Choice^SMOption I (pre August 7, 2003)	0.60
Rollover Choice^SMOption II (pre August 7, 2003)	0.80
Rollover Choice^SMOption III (pre August 7, 2003)	0.95
Rollover Choice^SMOption I (post August 7, 2003)	0.85
Rollover Choice^SMOption II (post August 7, 2003)	1.05
Rollover Choice^SMOption III (post August 7, 2003)	1.20
ING GoldenSelect:
Access® (post January 2000) 5.5 % Solution	1.45
Access® (pre February 2000) 5.5% Solution	1.40
Access® (post 2000) 5.5% Solution	1.45
Access® (post April 2001) 5.5% Solution	1.80
Access® (post January 2000) 7% Solution	1.65
Access® (pre February 2000) 7% Solution	1.55
Access® (post 2000) 7% Solution	1.65
Access® (post April 2001) 7% Solution	2.00
Access® (post January 2000) Annual Ratchet	1.45
Access® (pre February 2000) Annual Ratchet	1.40
Access® (post 2000) Annual Ratchet	1.55
Access® (post January 2000) Max 5.5	1.55
Access® (post 2000) Max 5.5	1.60
Access® (post April 2001) Max 5.5	1.95
Access® (post January 2000) Max 7	1.75
Access® (post 2000) Max 7	1.75
Access® (post April 2001) Max 7	2.20
Access® (post April 2001) Quarterly Ratchet	1.90
Access® (post April 2008) Quarterly Ratchet	1.95
Access® (post January 2000) Standard	1.65
Access® (pre February 2000) Standard	1.25
Access® (post 2000) Standard	1.30
Access® (post April 2001) Standard	1.65
Access® One	0.35
DVA	0.90
DVA 80	0.80
DVA Plus (post January 2000) 5.5% Solution	1.25

137

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Series	Annual Rates
ING GoldenSelect (continued):
DVA Plus (pre February 2000) 5.5% Solution	1.25	%
DVA Plus (post 2000) 5.5% Solution	1.30
DVA Plus (post January 2000) 7% Solution	1.50
DVA Plus (pre February 2000) 7% Solution	1.40
DVA Plus (post 2000) 7% Solution	1.50
DVA Plus (post January 2000) Annual Ratchet	1.30
DVA Plus (pre February 2000) Annual Ratchet	1.25
DVA Plus (post 2000) Annual Ratchet	1.40
DVA Plus (post January 2000) Max 5.5	1.40
DVA Plus (post 2000) Max 5.5	1.45
DVA Plus (post January 2000) Max 7	1.60
DVA Plus (post 2000) Max 7	1.60
DVA Plus (post January 2000) Standard	1.15
DVA Plus (pre February 2000) Standard	1.10
DVA Plus (post 2000) Standard	1.15
DVA Series 100	1.25
ES II (pre 2001)	1.25
ES II (post 2000) 5.5% Solution	1.40
ES II (post 2000) 7% Solution	1.60
ES II (post 2000) Deferred Ratchet	1.30
ES II (post 2000) Max 5.5	1.55
ES II (post 2000) Max 7	1.80
ES II (post 2000) Quarterly Ratchet	1.50
ES II (post 2000) Standard	1.25
Generations-7% Solution	1.60
Generations-Deferred Ratchet	1.30
Generations-Max 7	1.80
Generations-Quarterly Ratchet	1.50
Generations-Standard	1.25
Granite PrimElite-Annual Ratchet	1.25
Granite PrimElite-Standard	1.10
Landmark 5.5% Solution	1.65
Landmark 7% Solution	1.85
Landmark-Max 5.5	1.80
Landmark-Max 7	2.05
Landmark (pre April 2008) Quarterly Ratchet	1.75
Landmark (post April 2008) Quarterly Ratchet	1.80
Landmark-Standard	1.50
Legends Max 7	2.05
Legends Quarterly Ratchet	1.75
Legends-Standard	1.50
Opportunities 5.5% Solution	1.40
Opportunities 7% Solution	1.60
Opportunities-Max 5.5	1.55
Opportunities-Max 7	1.80

138

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Series	Annual Rates
ING GoldenSelect (continued):
Opportunities-Quarterly Ratchet	1.50	%
Opportunities-Standard	1.25
Premium Plus (pre February 2000) 5.5% Solution	1.40
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) 7% Solution	1.65
Premium Plus (post 2000) 7% Solution	1.65
Premium Plus (post 2000) Annual Ratchet	1.55
Premium Plus (post January 2000) Max 5.5	1.55
Premium Plus (post 2000) Max 5.5	1.60
Premium Plus (post January 2000) Max 7	1.95
Premium Plus (post 2000) Max 7	1.95
Premium Plus (pre February 2000) Quarterly Ratchet	1.40	%
Premium Plus (post January 2000) Quarterly Ratchet	1.65
Premium Plus (post April 2008) Quarterly Ratchet	1.70
Premium Plus (pre February 2000) Standard	1.25
Premium Plus (post January 2000) Standard	1.30
Premium Plus (post 2000) Standard	1.40
VA Bonus Option I	1.30
VA Bonus Option II	1.60
VA Bonus Option III	1.75
VA Option I	0.80
VA Option II	1.10
VA Option III	1.25
Value-Standard	0.75
ING SmartDesign:
Advantage Option I	1.50
Advantage Option II	1.70
Advantage Option III	1.85
Signature Option I	1.10
Signature Option II	1.30
Signature Option III	1.45
Simplicity Variable Annuity Years 1-10	2.00
Simplicity Variable Annuity Years 11+	1.25
Variable Annuity Option I	0.80
Variable Annuity Option II	1.10
Variable Annuity Option III	1.25
Wells Fargo ING:
Landmark-Max 7	2.05
Landmark-Quarterly Ratchet	1.75
Landmark-Standard	1.50
Opportunities-Max 7	1.80
Opportunities-Quarterly Ratchet	1.50
Opportunities-Standard	1.25

139

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

Asset Based Administrative Charges

A daily charge to cover administrative expenses of the Account 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 Access, Access One, Advantage, Architect, DVA Plus, ESII, Focus VA, Generations, Granite PrimElite, Landmark, Legends, Premium Plus, Rollover Choice, Signature, Opportunities Contracts, Variable Annuity, and Value.

Contract Maintenance Charges

An annual Contract fee may be deducted from the accumulation value of Contracts to cover ongoing administrative expenses, as specified in the Contracts. The charge is $30 per Contract year for Generations, Opportunities, Landmark, Focus VA, Signature, Legends, Simplicity, ES II, Value, Variable Annuity, 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.

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, as specified in the Contract. The following table reflects the Surrender Charge that is assessed based upon the date a premium payment is received.


Complete		Granite
Years Elapsed		PrimElite				Opportunities,
Since Premium	DVA 80	& DVA		Premium		ES II &
Payment	& DVA	Plus		Plus		Generations		Value	Architect
0	6 %	7	%	8	%	8	%	6 %	8 %
1	5	7		8		7		6	7
2	4	6		8		6		6	6
3	3	5		8		5		5	5
4	2	4		7		4		4	4
5	1	3		6		3		3	3
6	-	1		5		2		1	2
7	-	-		3		1		-	-
8	-	-		1		-		-	-
9+	-	-		-		-		-	-

140

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Complete
Years Elapsed
Since Premium		Landmark	Signature	Rollover
Payment	Advantage	& Legends	& VA	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 7.50% 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 4.00% of premiums.

141

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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.

Certain Contacts contain optional riders that are available for an additional charge, such as minimum guaranteed income benefits and minimum guaranteed withdrawal benefits. The amounts charged for these optional benefits vary based on a number of factors and are defined in the Contracts.

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.

6. Related Party Transactions

During the year ended December 31, 2009, management and service fees were paid indirectly to DSL, an affiliate of the Company, in its capacity as investment manager to the ING Investors Trust and ING Partners, Inc. The Trust's advisory agreement provided for a fee at annual rates up to 1.25% of the average net assets of each respective Fund.

In addition, management and service fees were paid to IIL, an affiliate of the Company, in its capacity as investment adviser to the ING Mutual Funds, the ING Variable Insurance Trust, ING Intermediate Bond Portfolio, ING Variable Portfolios, Inc., ING Variable Funds, ING Balanced Portfolio, Inc., ING Strategic Allocation Portfolio, Inc., and the ING Variable Products Trust. The Trusts' advisory agreement provided for fees at annual rates up to 0.95% of the average net assets of each respective Fund.

142


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

7.	Purchases and Sales of Investment Securities

The aggregate cost of purchases and proceeds from sales of investments follow:


		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
AIM Variable Insurance Funds:
AIM V.I. Leisure Fund - Series I Shares	$ 372	$ 2,952	$ 5,460	$ 9,287
BlackRock Variable Series Funds, Inc.:
BlackRock Global Allocation V.I. Fund - Class III	483,121	52,382	462,235	8,747
Columbia Funds Variable Insurance Trust:
Columbia Asset Allocation Fund, Variable Series - Class A	12	14	83	268
Columbia Federal Securities Fund, Variable Series - Class A	2	5	10	61
Columbia Large Cap Growth Fund, Variable Series - Class A	2	13	4	41
Columbia Small Cap Value Fund, Variable Series - Class B	2,837	23,106	25,549	53,705
Columbia Small Company Growth Fund, Variable Series -
Class A	-	34	9	4
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Service Class 2	4,156	27,760	14,078	75,368
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Service Class 2	50,576	129,087	262,890	47,570
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	3,295	707	3,617	1,023
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class S	526	855	2,379	2,160
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class S	242,282	175,601	484,837	220,106
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	10,037	246,681	84,249	82,272
ING AllianceBernstein Mid Cap Growth Portfolio -
Service 2 Class	365	11,363	3,687	2,613
ING American Funds Asset Allocation Portfolio	113,954	8,515	177,850	5,324
ING American Funds Bond Portfolio	244,673	45,284	292,667	23,012
ING American Funds Growth Portfolio	364,850	130,943	526,537	100,328
ING American Funds Growth-Income Portfolio	159,466	67,950	255,341	52,985
ING American Funds International Portfolio	345,720	84,792	318,087	103,608
ING American Funds World Allocation Portfolio - Service Class	83,177	11,064	12,742	-
ING Artio Foreign Portfolio - Service Class	102,181	78,473	175,677	105,567
ING Artio Foreign Portfolio - Service 2 Class	7,535	5,795	9,062	6,716
ING BlackRock Inflation Protected Bond Portfolio - Service Class	177,932	22,222	-	-
ING BlackRock Large Cap Growth Portfolio - Institutional Class	1	22	22	24
ING BlackRock Large Cap Growth Portfolio - Service Class	29,902	24,469	42,774	26,286
ING BlackRock Large Cap Value Portfolio - Service Class	740	5,660	2,353	12,580
ING BlackRock Large Cap Value Portfolio - Service 2 Class	29	288	169	748
ING Clarion Global Real Estate Portfolio - Service Class	19,247	24,787	80,545	28,998
ING Clarion Global Real Estate Portfolio - Service 2 Class	291	265	868	689
ING Clarion Real Estate Portfolio - Service Class	21,527	51,230	111,200	151,448
ING Clarion Real Estate Portfolio - Service 2 Class	1,499	2,725	5,570	5,348
ING Evergreen Health Sciences Portfolio - Service Class	23,980	38,784	79,448	45,673

143

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
	2009		2008
	Purchases	Sales	Purchases	Sales
		(Dollars in thousands)
ING Investors Trust (continued):
ING Evergreen Omega Portfolio - Service Class	$ 75,050	$ 7,697	$ 6,738	$ 3,505
ING Evergreen Omega Portfolio - Service 2 Class	5	215	138	175
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	40,233	68,365	103,642	119,041
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	977	3,122	4,848	6,298
ING Focus 5 Portfolio - Service Class	17,757	22,998	140,022	25,345
ING Franklin Income Portfolio - Service Class	100,590	33,305	155,140	75,651
ING Franklin Income Portfolio - Service 2 Class	2,580	2,106	3,023	3,062
ING Franklin Mutual Shares Portfolio - Service Class	22,572	20,694	65,467	28,920
ING Franklin Templeton Founding Strategy Portfolio -
Service Class	58,859	61,974	492,796	18,058
ING Global Resources Portfolio - Service Class	61,200	118,321	421,367	147,634
ING Global Resources Portfolio - Service 2 Class	998	2,963	11,695	6,598
ING Growth and Income Portfolio II - Service Class	3,944	145,948	70,988	69,259
ING Growth and Income Portfolio II - Service 2 Class	290	11,162	4,740	3,532
ING Index Plus International Equity Portfolio - Service Class	1,233	20,262	10,884	9,287
ING Index Plus International Equity Portfolio - Service 2 Class	19	338	169	258
ING International Growth Opportunities Portfolio - Service Class	1,843	72,801	32,797	25,479
ING International Growth Opportunities Portfolio -
Service 2 Class	140	6,151	2,841	1,356
ING Janus Contrarian Portfolio - Service Class	17,161	93,939	212,297	95,135
ING Janus Contrarian Portfolio - Service 2 Class	349	3,193	7,071	4,822
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class	106,513	128,258	194,670	137,782
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class	1,945	3,434	5,692	6,491
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	18,539	19,560	26,137	57,435
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	966	3,394	4,246	7,319
ING JPMorgan Value Opportunities Portfolio - Service Class	979	19,383	4,435	9,842
ING JPMorgan Value Opportunities Portfolio - Service 2 Class	37	732	150	480
ING LifeStyle Aggressive Growth Portfolio - Service Class	62,203	961,953	202,260	107,106
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class	1,002	4,222	1,685	961
ING LifeStyle Conservative Portfolio - Service Class	277,414	412,313	129,382	2,041
ING LifeStyle Conservative Portfolio - Service 2 Class	1,404	1,323	-	-
ING LifeStyle Growth Portfolio - Service Class	326,483	3,744,348	1,015,688	108,959
ING LifeStyle Growth Portfolio - Service 2 Class	2,869	14,103	5,176	1,940
ING LifeStyle Moderate Growth Portfolio - Service Class	320,654	3,117,511	806,416	75,181
ING LifeStyle Moderate Growth Portfolio - Service 2 Class	4,264	17,174	5,419	4,133
ING LifeStyle Moderate Portfolio - Service Class	268,539	1,846,714	691,487	58,437
ING LifeStyle Moderate Portfolio - Service 2 Class	10,774	24,212	8,830	5,895
ING Limited Maturity Bond Portfolio - Service Class	7,847	26,018	11,201	46,245
ING Liquid Assets Portfolio - Service Class	407,407	1,243,989	1,802,623	520,982
ING Liquid Assets Portfolio - Service 2 Class	10,849	34,820	47,711	15,633
ING Lord Abbett Affiliated Portfolio - Service Class	928	10,148	14,922	24,861
ING Lord Abbett Affiliated Portfolio - Service 2 Class	44	245	473	392

144

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases	Sales
			(Dollars in thousands)
ING Investors Trust (continued):
ING Marsico Growth Portfolio - Service Class	$ 25,759	$ 65,728		$ 41,610	$ 115,684
ING Marsico Growth Portfolio - Service 2 Class	1,094		1,836	782	2,841
ING Marsico International Opportunities Portfolio - Service Class	5,638		41,281	111,810	58,445
ING MFS Total Return Portfolio - Service Class	61,280		109,499	160,438	158,141
ING MFS Total Return Portfolio - Service 2 Class	1,722		4,514	7,166	7,224
ING MFS Utilities Portfolio - Service Class	41,544		57,136	237,493	96,397
ING Multi-Manager International Small Cap Portfolio - Class S	9,615		13,275	7,406	3,266
ING Oppenheimer Active Allocation Portfolio - Service Class	16,895		894	3,445	-
ING Oppenheimer Main Street Portfolio® - Service Class	1,809		210,552	27,708	69,359
ING Oppenheimer Main Street Portfolio® - Service 2 Class	28		2,817	218	586
ING PIMCO High Yield Portfolio - Service Class	30,099		70,892	65,473	165,112
ING PIMCO Total Return Bond Portfolio - Service Class	901,963		204,712	1,404,422	242,657
ING PIMCO Total Return Bond Portfolio - Service 2 Class	16,133		8,267	23,623	9,836
ING Pioneer Fund Portfolio - Service Class	4,470		7,781	6,336	18,710
ING Pioneer Mid Cap Value Portfolio - Service Class	24,048		62,929	253,544	118,959
ING Retirement Conservative Portfolio - Adviser Class	406,570		10,528	-	-
ING Retirement Growth Portfolio - Adviser Class	4,521,168		73,797	-	-
ING Retirement Moderate Growth Portfolio - Adviser Class	3,078,796		22,258	-	-
ING Retirement Moderate Portfolio - Adviser Class	1,826,734		16,957	-	-
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	149,941		187,128	570,542	234,895
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class	2,446		8,770	14,096	15,260
ING T. Rowe Price Equity Income Portfolio - Service Class	48,403		68,794	133,636	110,841
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	828		2,773	4,732	4,088
ING Templeton Global Growth Portfolio - Service Class	23,294		23,989	27,229	57,387
ING Templeton Global Growth Portfolio - Service 2 Class	291		402	531	1,949
ING Van Kampen Capital Growth Portfolio - Service Class	8,013		144,028	188,422	24,287
ING Van Kampen Capital Growth Portfolio - Service 2 Class	-		14	191	13,877
ING Van Kampen Global Franchise Portfolio - Service Class	55,116		34,904	57,998	61,094
ING Van Kampen Global Franchise Portfolio - Service 2 Class	5,982		6,699	7,448	10,870
ING Van Kampen Global Tactical Asset Allocation Portfolio -
Service Class	38,483		2,503	3,034	371
ING Van Kampen Growth and Income Portfolio - Service Class	24,426		59,477	84,673	106,437
ING Van Kampen Growth and Income Portfolio - Service 2 Class	1,643		4,343	8,711	10,721
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	13,502		6,170	1,527	4,054
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class	4		47	74	82
ING Mutual Funds:
ING Diversified International Fund - Class R	1		31	36	67

145

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases		Sales
			(Dollars in thousands)
ING Partners, Inc.:
ING American Century Large Company Value Portfolio -
Service Class	$ 225	$ 633		$ 406	$ 72
ING American Century Small-Mid Cap Value Portfolio -
Service Class	1,305		230	192		103
ING Baron Small Cap Growth Portfolio - Service Class	76,326		36,645	92,006		34,502
ING Columbia Small Cap Value Portfolio - Service Class	25,584		38,673	103,851		43,859
ING Davis New York Venture Portfolio - Service Class	43,057		24,412	116,223		9,815
ING JPMorgan Mid Cap Value Portfolio - Service Class	28,447		8,275	38,474		10,410
ING Legg Mason Partners Aggressive Growth Portfolio -
Service Class	22		12,912	4,626		23,042
ING Neuberger Berman Partners Portfolio - Service Class	1,973		67,222	1,410		25,782
ING Oppenheimer Global Portfolio - Initial Class	296		1,439	1,065		2,674
ING Oppenheimer Global Portfolio - Service Class	7,356		21,131	50,521		18,723
ING Oppenheimer Strategic Income Portfolio - Service Class	780		2,355	4,632		3,223
ING PIMCO Total Return Portfolio - Service Class	2,717		2,235	5,467		1,043
ING Solution 2015 Portfolio - Service Class	4,567		1,158	8,604		2,620
ING Solution 2025 Portfolio - Service Class	5,370		732	7,218		748
ING Solution 2035 Portfolio - Service Class	2,350		1,411	5,535		592
ING Solution 2045 Portfolio - Service Class	142		254	946		109
ING Solution Income Portfolio - Service Class	1,542		700	3,858		1,808
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Service Class	3,713		293	2,844		385
ING T. Rowe Price Growth Equity Portfolio - Service Class	60,526		14,963	31,668		15,930
ING Templeton Foreign Equity Portfolio - Service Class	64,062		34,246	219,959		59,611
ING Thornburg Value Portfolio - Initial Class	17		196	41		553
ING Thornburg Value Portfolio - Service Class	1,394		689	260		4,726
ING UBS U.S. Large Cap Equity Portfolio - Service Class	151		1,366	360		3,531
ING Van Kampen Comstock Portfolio - Service Class	15,444		19,050	37,574		28,902
ING Van Kampen Equity and Income Portfolio - Initial Class	43		211	318		749
ING Van Kampen Equity and Income Portfolio - Service Class	14,589		28,233	152,718		19,385
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	268		193	476		204
ING Strategic Allocation Growth Portfolio - Class S	114		68	516		81
ING Strategic Allocation Moderate Portfolio - Class S	137		89	302		201
ING Variable Funds:
ING Growth and Income Portfolio - Class I	1		6	2		6
ING Growth and Income Portfolio - Class S	150,368		52,696	437,216		47,269
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3	819		38,705	3,210		9,057
ING GET U.S. Core Portfolio - Series 4	1,024		27,001	5,225		7,268
ING GET U.S. Core Portfolio - Series 5	666		2,949	4,308		5,202
ING GET U.S. Core Portfolio - Series 6	359		4,516	3,941		4,739
ING GET U.S. Core Portfolio - Series 7	256		1,587	2,963		3,461
ING GET U.S. Core Portfolio - Series 8	155		1,967	1,723		1,943

146

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases		Sales
			(Dollars in thousands)
ING Variable Insurance Trust (continued):
ING GET U.S. Core Portfolio - Series 9	$ 126	$ 1,010		$ 1,549	$ 1,059
ING GET U.S. Core Portfolio - Series 10	130		988	1,134		737
ING GET U.S. Core Portfolio - Series 11	344		1,993	1,803		1,160
ING GET U.S. Core Portfolio - Series 12	80		524	854		981
ING GET U.S. Core Portfolio - Series 13	800		6,882	2,661		13,597
ING GET U.S. Core Portfolio - Series 14	2,860		30,373	2,064		14,458
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio -
Class S	105,919		33,902	157,195		21,941
ING Dow Jones Euro STOXX 50 Index Portfolio - Class A	1,151		555	-		-
ING FTSE 100 Index Portfolio - Class A	758		10	-		-
ING Global Equity Option Portfolio - Class S	5,733		8,541	1,984		31
ING Hang Seng Index Portfolio - Class S	44,117		4,852	-		-
ING Index Plus LargeCap Portfolio - Class S	5,411		34,445	103,292		94,213
ING Index Plus MidCap Portfolio - Class S	1,892		19,922	40,631		54,718
ING Index Plus SmallCap Portfolio - Class S	2,364		14,105	23,724		46,622
ING International Index Portfolio - Class S	62,304		6,908	9,607		1,711
ING Japan Equity Index Portfolio - Class A	658		326	-		-
ING Opportunistic Large Cap Growth Portfolio - Class S	10		411	281		273
ING Opportunistic Large Cap Portfolio - Class S	959		2,391	3,338		4,133
ING Russell™ Global Large Cap Index 75% Portfolio - Class S	12,783		1,293	4,040		1,426
ING Russell™ Large Cap Growth Index Portfolio - Class S	132,902		13,225	-		-
ING Russell™ Large Cap Index Portfolio - Class S	325,095		35,287	38,457		10,460
ING Russell™ Large Cap Value Index Portfolio - Class S	22,911		2,514	-		-
ING Russell™ Mid Cap Growth Index Portfolio - Class S	235,954		16,774	-		-
ING Russell™ Mid Cap Index Portfolio - Class S	60,555		16,482	33,357		3,426
ING Russell™ Small Cap Index Portfolio - Class S	50,264		28,362	116,495		17,769
ING Small Company Portfolio - Class S	45,632		27,700	65,062		11,441
ING U.S. Bond Index Portfolio - Class S	170,112		103,042	214,981		41,744
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S	50,405		32,335	225,953		8,759
ING Variable Products Trust:
ING International Value Portfolio - Class S	970		1,300	6,021		1,879
ING MidCap Opportunities Portfolio - Class S	27,642		39,581	355,725		33,335
ING SmallCap Opportunities Portfolio - Class S	145		6,817	12,733		18,918
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Investors Portfolio	2		11	7		44
Legg Mason Global Currents Variable International All Cap
Opportunity Portfolio	-		3	2		31
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio	8		3	8		36
Legg Mason Western Asset Variable Money Market Portfolio	1		-	3		146

147

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


		Year ended December 31
		2009		2008
	Purchases		Sales	Purchases		Sales
			(Dollars in thousands)
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	$ 545	$ 161		$ 347	$ 285
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	4,744		1,849	7,725		1,642
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	2,273		2,151	5,223		1,571
Pioneer Small Cap Value VCT Portfolio - Class II	1		2,249	665		915
ProFunds:
ProFund VP Bull	131		1,825	372		6,426
ProFund VP Europe 30	296		2,093	2,885		4,958
ProFund VP Rising Rates Opportunity	363		3,201	1,436		8,874
Wells Fargo Funds Trust:
Wells Fargo Advantage Asset Allocation Fund	50		251	287		411
Wells Fargo Advantage C&B Large Cap Value Fund	5		55	7		113
Wells Fargo Advantage Equity Income Fund	16		62	140		134
Wells Fargo Advantage Large Company Growth Fund	5		297	21		458
Wells Fargo Advantage Money Market Fund	1		7	2		86
Wells Fargo Advantage Small Cap Growth Fund	-		142	189		140
Wells Fargo Advantage Total Return Bond Fund	105		119	58		314

148

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements

8. Changes in Units

The changes in units outstanding for the years ended December 31, 2009 and 2008 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
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
AIM Variable Insurance Funds:
AIM V.I. Leisure Fund - Series I Shares	31,058	349,079	(318,021)	104,608	859,682	(755,074)
BlackRock Variable Series Funds, Inc.:
BlackRock Global Allocation V.I. Fund - Class III	75,987,942	22,927,232	53,060,710	57,209,847	7,307,190	49,902,657
Columbia Funds Variable Insurance Trust:
Columbia Asset Allocation Fund, Variable Series - Class A	480	1,317	(837)	2,325	20,743	(18,418)
Columbia Federal Securities Fund, Variable Series - Class A	-	407	(407)	444	5,324	(4,880)
Columbia Large Cap Growth Fund, Variable Series - Class A	16	1,146	(1,130)	299	3,722	(3,423)
Columbia Small Cap Value Fund, Variable Series - Class B	278,804	1,738,333	(1,459,529)	179,657	3,140,307	(2,960,650)
Columbia Small Company Growth Fund, Variable Series - Class A	-	2,581	(2,581)	-	144	(144)
Fidelity® Variable Insurance Products:
Fidelity® VIP Equity-Income Portfolio - Service Class 2	992,104	4,176,755	(3,184,651)	3,214,538	8,981,668	(5,767,130)
Fidelity® Variable Insurance Products II:
Fidelity® VIP Contrafund® Portfolio - Service Class 2	13,009,601	19,551,470	(6,541,869)	38,407,606	22,732,411	15,675,195
Franklin Templeton Variable Insurance Products Trust:
Franklin Small Cap Value Securities Fund - Class 2	298,415	110,674	187,741	375,150	243,139	132,011
ING Balanced Portfolio, Inc.:
ING Balanced Portfolio - Class S	64,148	133,985	(69,837)	154,763	244,970	(90,207)
ING Intermediate Bond Portfolio:
ING Intermediate Bond Portfolio - Class S	40,290,370	38,950,690	1,339,680	72,084,714	56,248,042	15,836,672
ING Investors Trust:
ING AllianceBernstein Mid Cap Growth Portfolio - Service Class	2,070,577	19,338,993	(17,268,416)	4,875,586	7,856,182	(2,980,596)
ING AllianceBernstein Mid Cap Growth Portfolio - Service 2 Class	50,985	975,871	(924,886)	114,147	228,342	(114,195)
ING American Funds Asset Allocation Portfolio	19,904,258	5,412,005	14,492,253	23,895,240	3,215,712	20,679,528
ING American Funds Bond Portfolio	38,343,432	17,153,230	21,190,202	37,631,498	9,063,400	28,568,098

149

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING American Funds Growth Portfolio	36,582,545	36,084,341	498,204	66,078,373	41,512,481	24,565,892
ING American Funds Growth-Income Portfolio	21,283,824	21,176,889	106,935	40,022,856	26,811,680	13,211,176
ING American Funds International Portfolio	21,908,372	18,401,270	3,507,102	32,644,018	24,864,560	7,779,458
ING American Funds World Allocation Portfolio - Service Class	8,865,751	1,821,231	7,044,520	1,475,870	29,257	1,446,613
ING Artio Foreign Portfolio - Service Class	12,987,278	12,119,589	867,689	18,699,161	18,683,200	15,961
ING Artio Foreign Portfolio - Service 2 Class	535,620	495,775	39,845	302,000	479,674	(177,674)
ING BlackRock Inflation Protected Bond Portfolio - Service Class	19,482,590	4,392,829	15,089,761	-	-	-
ING BlackRock Large Cap Growth Portfolio - Institutional Class	-	2,743	(2,743)	3	2,895	(2,892)
ING BlackRock Large Cap Growth Portfolio - Service Class	6,465,361	5,476,222	989,139	5,752,600	5,400,606	351,994
ING BlackRock Large Cap Value Portfolio - Service Class	136,144	680,723	(544,579)	87,456	1,082,168	(994,712)
ING BlackRock Large Cap Value Portfolio - Service 2 Class	2,844	24,758	(21,914)	6,407	56,978	(50,571)
ING Clarion Global Real Estate Portfolio - Service Class	5,555,668	6,011,644	(455,976)	13,935,069	8,931,567	5,003,502
ING Clarion Global Real Estate Portfolio - Service 2 Class	46,753	38,422	8,331	95,994	79,211	16,783
ING Clarion Real Estate Portfolio - Service Class	921,570	2,302,213	(1,380,643)	1,895,100	4,168,239	(2,273,139)
ING Clarion Real Estate Portfolio - Service 2 Class	101,499	251,328	(149,829)	99,116	313,390	(214,274)
ING Evergreen Health Sciences Portfolio - Service Class	6,606,332	7,980,311	(1,373,979)	12,348,154	10,033,907	2,314,247
ING Evergreen Omega Portfolio - Service Class	8,918,921	2,235,010	6,683,911	780,203	450,969	329,234
ING Evergreen Omega Portfolio - Service 2 Class	991	20,984	(19,993)	919	15,342	(14,423)
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	11,993,189	14,027,678	(2,034,489)	15,533,608	20,806,130	(5,272,522)
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	123,478	262,502	(139,024)	231,193	461,928	(230,735)
ING Focus 5 Portfolio - Service Class	6,018,422	6,358,864	(340,442)	20,714,284	7,849,841	12,864,443
ING Franklin Income Portfolio - Service Class	19,152,614	13,329,973	5,822,641	29,073,925	22,412,607	6,661,318
ING Franklin Income Portfolio - Service 2 Class	304,876	276,396	28,480	331,544	384,919	(53,375)
ING Franklin Mutual Shares Portfolio - Service Class	6,742,053	6,107,920	634,133	11,340,120	7,955,038	3,385,082
ING Franklin Templeton Founding Strategy Portfolio - Service Class	16,080,003	19,493,470	(3,413,467)	79,149,769	20,954,019	58,195,750
ING Global Resources Portfolio - Service Class	6,685,696	8,256,640	(1,570,944)	17,080,043	13,531,849	3,548,194
ING Global Resources Portfolio - Service 2 Class	102,335	184,416	(82,081)	284,537	353,794	(69,257)
ING Growth and Income Portfolio II - Service Class	914,317	31,247,475	(30,333,158)	5,311,958	11,855,180	(6,543,222)
ING Growth and Income Portfolio II - Service 2 Class	31,422	1,852,992	(1,821,570)	200,132	456,493	(256,361)
ING Index Plus International Equity Portfolio - Service Class	120,154	2,549,091	(2,428,937)	316,780	1,041,046	(724,266)

150

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Index Plus International Equity Portfolio - Service 2 Class	351	39,217	(38,866)	1,387	22,864	(21,477)
ING International Growth Opportunities Portfolio - Service Class	65,184	7,329,858	(7,264,674)	347,675	2,195,689	(1,848,014)
ING International Growth Opportunities Portfolio - Service 2 Class	6,959	467,433	(460,474)	24,951	85,424	(60,473)
ING Janus Contrarian Portfolio - Service Class	5,578,332	13,257,041	(7,678,709)	24,274,047	22,399,880	1,874,167
ING Janus Contrarian Portfolio - Service 2 Class	80,729	285,596	(204,867)	240,422	315,896	(75,474)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	13,495,540	13,596,496	(100,956)	20,248,514	19,777,306	471,208
ING JPMorgan Emerging Markets Equity Portfolio - Service 2 Class	124,599	184,887	(60,288)	182,330	313,840	(131,510)
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	2,501,202	2,859,014	(357,812)	2,331,586	6,052,262	(3,720,676)
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	44,136	279,627	(235,491)	66,112	531,318	(465,206)
ING JPMorgan Value Opportunities Portfolio - Service Class	231,883	2,743,063	(2,511,180)	243,112	1,134,143	(891,031)
ING JPMorgan Value Opportunities Portfolio - Service 2 Class	280	96,275	(95,995)	3,859	46,066	(42,207)
ING LifeStyle Aggressive Growth Portfolio - Service Class	9,317,426	103,925,293	(94,607,867)	20,081,738	20,886,430	(804,692)
ING LifeStyle Aggressive Growth Portfolio - Service 2 Class	110,012	451,640	(341,628)	119,492	82,910	36,582
ING LifeStyle Conservative Portfolio - Service Class	38,613,440	54,713,629	(16,100,189)	17,350,368	1,250,179	16,100,189
ING LifeStyle Conservative Portfolio - Service 2 Class	113,225	113,225	-	-	-	-
ING LifeStyle Growth Portfolio - Service Class	49,317,013	401,660,098	(352,343,085)	128,672,824	65,931,731	62,741,093
ING LifeStyle Growth Portfolio - Service 2 Class	247,019	1,378,743	(1,131,724)	393,960	164,843	229,117
ING LifeStyle Moderate Growth Portfolio - Service Class	46,854,994	327,872,721	(281,017,727)	108,054,957	55,553,992	52,500,965
ING LifeStyle Moderate Growth Portfolio - Service 2 Class	405,985	1,678,313	(1,272,328)	395,247	369,658	25,589
ING LifeStyle Moderate Portfolio - Service Class	44,199,116	198,756,446	(154,557,330)	90,761,793	39,182,323	51,579,470
ING LifeStyle Moderate Portfolio - Service 2 Class	1,106,826	2,342,065	(1,235,239)	774,140	616,897	157,243
ING Limited Maturity Bond Portfolio - Service Class	172,351	1,259,922	(1,087,571)	290,597	2,356,870	(2,066,273)
ING Liquid Assets Portfolio - Service Class	100,033,410	152,688,414	(52,655,004)	318,256,889	235,944,081	82,312,808
ING Liquid Assets Portfolio - Service 2 Class	1,670,729	3,901,797	(2,231,068)	10,022,475	6,984,421	3,038,054
ING Lord Abbett Affiliated Portfolio - Service Class	195,971	1,272,743	(1,076,772)	289,874	2,329,501	(2,039,627)
ING Lord Abbett Affiliated Portfolio - Service 2 Class	7,978	26,296	(18,318)	3,898	29,418	(25,520)
ING Marsico Growth Portfolio - Service Class	6,158,423	9,289,470	(3,131,047)	9,714,966	13,856,667	(4,141,701)
ING Marsico Growth Portfolio - Service 2 Class	152,268	211,557	(59,289)	99,590	230,242	(130,652)
ING Marsico International Opportunities Portfolio - Service Class	1,710,898	5,113,218	(3,402,320)	11,123,956	9,422,714	1,701,242
ING MFS Total Return Portfolio - Service Class	7,010,855	9,394,058	(2,383,203)	7,594,899	12,608,231	(5,013,332)

151

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING MFS Total Return Portfolio - Service 2 Class	147,999	440,045	(292,046)	129,192	614,062	(484,870)
ING MFS Utilities Portfolio - Service Class	7,677,149	10,147,969	(2,470,820)	23,836,751	19,922,925	3,913,826
ING Multi-Manager International Small Cap Portfolio - Class S	1,498,951	1,992,798	(493,847)	969,332	475,485	493,847
ING Oppenheimer Active Allocation Portfolio - Service Class	2,048,572	243,145	1,805,427	427,911	16,299	411,612
ING Oppenheimer Main Street Portfolio® - Service Class	512,822	14,045,538	(13,532,716)	2,667,157	4,848,712	(2,181,555)
ING Oppenheimer Main Street Portfolio® - Service 2 Class	4,714	302,518	(297,804)	11,717	43,757	(32,040)
ING PIMCO High Yield Portfolio - Service Class	969,477	6,925,944	(5,956,467)	7,328,265	19,504,693	(12,176,428)
ING PIMCO Total Return Bond Portfolio - Service Class	97,437,019	59,413,076	38,023,943	148,312,824	68,903,229	79,409,595
ING PIMCO Total Return Bond Portfolio - Service 2 Class	1,564,776	1,195,889	368,887	2,422,074	1,361,491	1,060,583
ING Pioneer Fund Portfolio - Service Class	740,597	1,121,515	(380,918)	637,444	2,057,989	(1,420,545)
ING Pioneer Mid Cap Value Portfolio - Service Class	8,205,982	12,555,896	(4,349,914)	28,952,917	20,716,105	8,236,812
ING Retirement Conservative Portfolio - Adviser Class	52,086,673	3,894,878	48,191,795	-	-	-
ING Retirement Growth Portfolio - Adviser Class	498,382,902	14,157,359	484,225,543	-	-	-
ING Retirement Moderate Growth Portfolio - Adviser Class	331,988,356	9,052,622	322,935,734	-	-	-
ING Retirement Moderate Portfolio - Adviser Class	193,428,098	7,212,114	186,215,984	-	-	-
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	17,600,263	17,081,278	518,985	28,597,491	24,119,335	4,478,156
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class	225,842	749,451	(523,609)	301,468	1,194,157	(892,689)
ING T. Rowe Price Equity Income Portfolio - Service Class	6,360,252	7,178,319	(818,067)	7,655,742	9,493,239	(1,837,497)
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	98,206	283,142	(184,936)	186,781	364,938	(178,157)
ING Templeton Global Growth Portfolio - Service Class	2,779,038	2,929,241	(150,203)	3,095,739	4,953,235	(1,857,496)
ING Templeton Global Growth Portfolio - Service 2 Class	24,368	35,756	(11,388)	30,067	137,053	(106,986)
ING Van Kampen Capital Growth Portfolio - Service Class	1,790,898	17,874,111	(16,083,213)	16,999,139	4,838,809	12,160,330
ING Van Kampen Capital Growth Portfolio - Service 2 Class	2	1,417	(1,415)	18,672	907,281	(888,609)
ING Van Kampen Global Franchise Portfolio - Service Class	5,215,590	5,142,938	72,652	6,603,917	8,484,047	(1,880,130)
ING Van Kampen Global Franchise Portfolio - Service 2 Class	121,541	538,908	(417,367)	151,446	779,421	(627,975)
ING Van Kampen Global Tactical Asset Allocation Portfolio -
Service Class	4,666,340	706,578	3,959,762	376,816	58,534	318,282
ING Van Kampen Growth and Income Portfolio - Service Class	3,232,339	4,799,103	(1,566,764)	3,960,823	6,953,624	(2,992,801)
ING Van Kampen Growth and Income Portfolio - Service 2 Class	225,182	453,973	(228,791)	216,645	833,877	(617,232)
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	1,775,341	893,008	882,333	49,110	449,683	(400,573)
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class	153	5,144	(4,991)	419	7,989	(7,570)

152

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Mutual Funds:
ING Diversified International Fund - Class R	18	4,785	(4,767)	1,357	6,179	(4,822)
ING Partners, Inc.:
ING American Century Large Company Value Portfolio - Service Class	28,498	72,854	(44,356)	12,181	6,516	5,665
ING American Century Small-Mid Cap Value Portfolio - Service Class	112,936	19,916	93,020	8,498	6,369	2,129
ING Baron Small Cap Growth Portfolio - Service Class	15,460,465	10,216,661	5,243,804	14,185,144	9,097,198	5,087,946
ING Columbia Small Cap Value Portfolio - Service Class	6,912,213	8,212,602	(1,300,389)	18,865,474	12,373,074	6,492,400
ING Davis New York Venture Portfolio - Service Class	11,317,153	8,289,814	3,027,339	17,588,696	6,274,019	11,314,677
ING JPMorgan Mid Cap Value Portfolio - Service Class	4,747,238	2,352,252	2,394,986	4,500,990	1,905,326	2,595,664
ING Legg Mason Partners Aggressive Growth Portfolio - Service Class	199,007	1,528,203	(1,329,196)	1,110,284	2,547,033	(1,436,749)
ING Neuberger Berman Partners Portfolio - Service Class	155,910	11,239,947	(11,084,037)	515,915	2,985,982	(2,470,067)
ING Oppenheimer Global Portfolio - Initial Class	90,351	233,628	(143,277)	34,824	244,888	(210,064)
ING Oppenheimer Global Portfolio - Service Class	1,280,265	2,986,018	(1,705,753)	5,982,499	4,603,003	1,379,496
ING Oppenheimer Strategic Income Portfolio - Service Class	71,846	253,796	(181,950)	591,212	539,474	51,738
ING PIMCO Total Return Portfolio - Service Class	203,986	198,173	5,813	508,319	181,381	326,938
ING Solution 2015 Portfolio - Service Class	478,956	163,082	315,874	807,195	292,478	514,717
ING Solution 2025 Portfolio - Service Class	633,355	101,208	532,147	697,835	106,385	591,450
ING Solution 2035 Portfolio - Service Class	260,852	170,466	90,386	421,452	36,400	385,052
ING Solution 2045 Portfolio - Service Class	16,435	34,830	(18,395)	79,705	10,611	69,094
ING Solution Income Portfolio - Service Class	126,852	73,781	53,071	352,910	179,167	173,743
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service
Class	388,149	47,438	340,711	173,642	38,243	135,399
ING T. Rowe Price Growth Equity Portfolio - Service Class	11,486,303	4,675,708	6,810,595	4,856,598	3,124,542	1,732,056
ING Templeton Foreign Equity Portfolio - Service Class	13,339,518	9,723,596	3,615,922	23,495,762	10,533,852	12,961,910
ING Thornburg Value Portfolio - Initial Class	24,338	49,714	(25,376)	12,370	70,971	(58,601)
ING Thornburg Value Portfolio - Service Class	143,282	104,718	38,564	66,473	494,495	(428,022)
ING UBS U.S. Large Cap Equity Portfolio - Service Class	21,606	168,389	(146,783)	74,285	364,563	(290,278)
ING Van Kampen Comstock Portfolio - Service Class	3,595,157	4,209,288	(614,131)	4,752,673	5,122,227	(369,554)
ING Van Kampen Equity and Income Portfolio - Initial Class	114	18,612	(18,498)	4,321	66,669	(62,348)
ING Van Kampen Equity and Income Portfolio - Service Class	3,981,043	5,317,039	(1,335,996)	15,369,468	5,160,161	10,209,307

153

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	15,260	16,067	(807)	22,249	15,008	7,241
ING Strategic Allocation Growth Portfolio - Class S	4,091	7,118	(3,027)	24,916	4,989	19,927
ING Strategic Allocation Moderate Portfolio - Class S	7,093	9,342	(2,249)	12,127	13,804	(1,677)
ING Variable Funds:
ING Growth and Income Portfolio - Class I	-	825	(825)	68	477	(409)
ING Growth and Income Portfolio - Class S	23,372,789	10,183,271	13,189,518	54,369,875	10,094,718	44,275,157
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 3	190,050	4,095,215	(3,905,165)	99,250	896,367	(797,117)
ING GET U.S. Core Portfolio - Series 4	134,449	2,779,623	(2,645,174)	132,927	737,417	(604,490)
ING GET U.S. Core Portfolio - Series 5	198,514	447,916	(249,402)	30,371	435,448	(405,077)
ING GET U.S. Core Portfolio - Series 6	239,766	657,347	(417,581)	15,244	432,401	(417,157)
ING GET U.S. Core Portfolio - Series 7	77,260	213,747	(136,487)	71,084	381,434	(310,350)
ING GET U.S. Core Portfolio - Series 8	63,228	245,460	(182,232)	58,893	230,012	(171,119)
ING GET U.S. Core Portfolio - Series 9	105,587	197,861	(92,274)	27,518	117,771	(90,253)
ING GET U.S. Core Portfolio - Series 10	38,405	128,397	(89,992)	93,484	153,870	(60,386)
ING GET U.S. Core Portfolio - Series 11	89,504	266,327	(176,823)	26,699	121,272	(94,573)
ING GET U.S. Core Portfolio - Series 12	13,991	60,972	(46,981)	3,294	91,027	(87,733)
ING GET U.S. Core Portfolio - Series 13	65,252	702,351	(637,099)	2,187,257	3,476,413	(1,289,156)
ING GET U.S. Core Portfolio - Series 14	3,726,075	6,619,304	(2,893,229)	574,041	1,850,938	(1,276,897)
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio -
Class S	18,859,241	9,444,370	9,414,871	19,307,804	5,970,899	13,336,905
ING Dow Jones Euro STOXX 50 Index Portfolio - Class A	118,409	56,338	62,071	-	-	-
ING FTSE 100 Index Portfolio - Class A	74,851	1,197	73,654	-	-	-
ING Global Equity Option Portfolio - Class S	754,452	1,015,113	(260,661)	269,308	8,647	260,661
ING Hang Seng Index Portfolio - Class S	4,311,014	1,085,883	3,225,131	-	-	-
ING Index Plus LargeCap Portfolio - Class S	4,426,826	8,774,823	(4,347,997)	9,830,865	11,570,172	(1,739,307)
ING Index Plus MidCap Portfolio - Class S	634,350	2,600,153	(1,965,803)	3,015,661	6,163,391	(3,147,730)
ING Index Plus SmallCap Portfolio - Class S	515,644	1,832,868	(1,317,224)	2,437,053	5,151,198	(2,714,145)
ING International Index Portfolio - Class S	10,344,834	2,348,210	7,996,624	1,344,546	346,297	998,249

154

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc. (continued):
ING Japan Equity Index Portfolio - Class A	67,500	34,583	32,917	-	-	-
ING Opportunistic Large Cap Growth Portfolio - Class S	2,112	47,356	(45,244)	24,035	24,639	(604)
ING Opportunistic Large Cap Portfolio - Class S	136,507	377,654	(241,147)	76,054	482,859	(406,805)
ING Russell™ Global Large Cap Index 75% Portfolio - Class S	1,658,272	275,337	1,382,935	559,291	224,391	334,900
ING Russell™ Large Cap Growth Index Portfolio - Class S	12,716,446	1,506,176	11,210,270	-	-	-
ING Russell™ Large Cap Index Portfolio - Class S	50,637,531	8,299,860	42,337,671	5,347,374	1,928,900	3,418,474
ING Russell™ Large Cap Value Index Portfolio - Class S	2,295,781	373,547	1,922,234	-	-	-
ING Russell™ Mid Cap Growth Index Portfolio - Class S	21,074,210	1,917,538	19,156,672	-	-	-
ING Russell™ Mid Cap Index Portfolio - Class S	10,832,295	4,403,603	6,428,692	4,727,979	1,024,428	3,703,551
ING Russell™ Small Cap Index Portfolio - Class S	11,286,060	8,153,924	3,132,136	14,797,236	4,654,693	10,142,543
ING Small Company Portfolio - Class S	8,312,508	6,042,586	2,269,922	8,414,905	2,700,247	5,714,658
ING U.S. Bond Index Portfolio - Class S	24,404,746	17,982,606	6,422,140	26,307,158	8,888,992	17,418,166
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio -
Class S	13,523,895	9,941,585	3,582,310	29,686,496	5,744,115	23,942,381
ING Variable Products Trust:
ING International Value Portfolio - Class S	109,923	137,497	(27,574)	308,055	200,121	107,934
ING MidCap Opportunities Portfolio - Class S	7,188,087	8,677,440	(1,489,353)	39,227,782	7,465,272	31,762,510
ING SmallCap Opportunities Portfolio - Class S	158,120	1,125,021	(966,901)	576,329	2,931,439	(2,355,110)
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Investors Portfolio	105	1,481	(1,376)	438	5,875	(5,437)
Legg Mason Global Currents Variable International All Cap
Opportunity Portfolio	-	261	(261)	41	1,863	(1,822)
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio	-	131	(131)	13	2,153	(2,140)
Legg Mason Western Asset Variable Money Market Portfolio	53	8	45	700	11,400	(10,700)
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	46,964	15,802	31,162	18,190	17,432	758
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	452,739	248,669	204,070	787,873	264,788	523,085

155

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


			Year ended December 31
		2009			2008
	Units	Units	Net Increase	Units	Units	Net Increase
	Issued	Redeemed	(Decrease)	Issued	Redeemed	(Decrease)
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	282,017	288,418	(6,401)	424,102	242,777	181,325
Pioneer Small Cap Value VCT Portfolio - Class II	231,743	632,548	(400,805)	42,454	140,795	(98,341)
ProFunds:
ProFund VP Bull	26,235	270,575	(244,340)	241,994	947,511	(705,517)
ProFund VP Europe 30	34,631	291,508	(256,877)	50,496	485,032	(434,536)
ProFund VP Rising Rates Opportunity	204,523	681,580	(477,057)	248,601	1,391,333	(1,142,732)
Wells Fargo Funds Trust:
Wells Fargo Advantage Asset Allocation Fund	1,744	24,958	(23,214)	1,340	32,662	(31,322)
Wells Fargo Advantage C&B Large Cap Value Fund	152	5,143	(4,991)	298	9,273	(8,975)
Wells Fargo Advantage Equity Income Fund	702	5,759	(5,057)	2,424	13,327	(10,903)
Wells Fargo Advantage Large Company Growth Fund	274	32,595	(32,321)	4,152	48,046	(43,894)
Wells Fargo Advantage Money Market Fund	-	524	(524)	-	8,122	(8,122)
Wells Fargo Advantage Small Cap Growth Fund	-	11,460	(11,460)	372	9,704	(9,332)
Wells Fargo Advantage Total Return Bond Fund	4,490	8,688	(4,198)	2	26,260	(26,258)

156


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

9.	Unit Summary

A summary of units outstanding at December 31, 2009 follows:


Division/Contract	Units	Unit Value	Extended Value
AIM V.I. Leisure Fund - Series I Shares
Contracts in accumulation period:
Band 4	4,124.980	$ 10.42	$ 42,982
Band 5	5,789.366	10.38	60,094
Band 6	229,345.290	10.30	2,362,256
Band 7	250,590.332	10.26	2,571,057
Band 8	54,185.644	10.18	551,610
Band 9	26,395.210	10.14	267,647
Band 10	229,699.037	10.10	2,319,960
Band 11	58,504.412	10.07	589,139
Band 12	100,598.486	10.03	1,009,003
Band 13	139,559.000	9.99	1,394,194
Band 14	274,471.955	9.91	2,720,017
Band 15	74,323.992	9.87	733,578
Band 16	1,680.836	9.79	16,455
Band 17	165,664.481	9.76	1,616,885
Band 18	1,350.500	9.72	13,127
Band 19	42,599.198	9.64	410,656
Band 20	204,073.458	9.95	2,030,531
Band 21	26,226.110	9.83	257,803
Band 26	15,493.764	10.67	165,318
Band 27	14,250.742	10.42	148,493
Band 28	393.102	10.30	4,049
Band 29	9,073.660	10.26	93,096
Band 30	8,100.892	10.02	81,171
Band 31	3,413.044	9.91	33,823
Band 34	413.824	9.43	3,902
Band 41	6,797.449	10.30	70,014
Band 42	1,780.435	10.17	18,107
Band 43	13,118.621	10.07	132,105
Band 45	1,928.006	8.80	16,966
Band 46	37,721.710	8.53	321,766
Band 47	8,135.266	8.46	68,824
	2,009,802.802		$ 20,124,628

157

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
BlackRock Global Allocation V.I. Fund - Class III
Contracts in accumulation period:
Band 2	13,640.002	$ 9.60	$ 130,944
Band 4	45,477.661	9.55	434,312
Band 5	17,484.891	9.55	166,981
Band 6	13,749,221.270	9.53	131,030,079
Band 7	3,478,112.769	9.52	33,111,634
Band 8	5,374,595.837	9.50	51,058,660
Band 9	326,433.438	9.50	3,101,118
Band 10	29,137,035.610	9.49	276,510,468
Band 11	3,117,544.491	9.48	29,554,322
Band 12	1,025,896.013	9.47	9,715,235
Band 13	6,969,528.887	9.46	65,931,743
Band 14	4,707,828.576	9.45	44,488,980
Band 15	8,786,490.784	9.44	82,944,473
Band 16	418,581.176	9.42	3,943,035
Band 17	5,407,653.258	9.41	50,886,017
Band 18	10,877.189	9.40	102,246
Band 19	112,665.445	9.39	1,057,929
Band 20	2,289,265.139	9.45	21,633,556
Band 21	392,083.090	9.43	3,697,344
Band 26	289,884.061	9.61	2,785,786
Band 27	66,363.812	9.55	633,774
Band 28	11,161.627	9.53	106,370
Band 29	68,052.818	9.52	647,863
Band 30	16,653.171	9.47	157,706
Band 31	24,267.644	9.44	229,087
Band 32	145.438	9.40	1,367
Band 38	300,980.094	9.60	2,889,409
Band 41	9,917.788	9.47	93,921
Band 42	3,335.017	9.44	31,483
Band 43	178,996.790	9.41	1,684,360
Band 45	619.478	9.33	5,780
Band 46	9,928,436.782	9.40	93,327,306
Band 47	1,786,545.429	9.37	16,739,931
Band 50	4,234.478	9.46	40,058
Band 55	27,022.562	9.50	256,714
Band 56	4,790,071.317	9.57	45,840,983
Band 57	47,696.838	9.48	452,166
Band 59	27,510.338	9.39	258,322
Band 60	1,055.524	9.50	10,027
	102,963,366.532		$ 975,691,489




158

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Columbia Asset Allocation Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	659.599	$ 14.00	$ 9,234
Band 7	12,608.016	13.96	176,008
Band 8	3,320.294	13.86	46,019
Band 9	3,669.024	13.81	50,669
Band 11	1,042.997	13.72	14,310
Band 13	849.871	13.63	11,584
	22,149.801		$ 307,824
Columbia Federal Securities Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 7	1,452.585	$ 11.98	$ 17,402
Band 13	387.945	11.70	4,539
	1,840.530		$ 21,941
Columbia Large Cap Growth Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	1,048.978	$ 10.20	$ 10,700
Band 7	23,678.464	10.17	240,810
Band 9	1,661.493	10.10	16,781
Band 11	939.519	10.05	9,442
Band 13	3,508.307	10.00	35,083
Band 14	1,786.085	9.95	17,772
	32,622.846		$ 330,588
Columbia Small Cap Value Fund, Variable Series -
Class B
Contracts in accumulation period:
Band 2	1,646.554	$ 11.43	$ 18,820
Band 4	7,960.627	17.36	138,196
Band 5	7,656.833	17.30	132,463
Band 6	1,267,315.546	17.18	21,772,481
Band 7	862,022.572	17.12	14,757,826
Band 8	436,197.220	17.01	7,419,715
Band 9	41,699.564	16.95	706,808
Band 10	1,055,356.478	16.89	17,824,971
Band 11	381,206.880	16.84	6,419,524
Band 12	154,249.731	16.78	2,588,310
Band 13	421,323.331	16.72	7,044,526
Band 14	1,427,285.700	16.61	23,707,215
Band 15	427,907.663	16.55	7,081,872
Band 16	49,727.771	16.44	817,525
Band 17	954,873.810	16.38	15,640,833
Band 18	12,856.719	16.33	209,950
Band 19	58,445.497	16.22	947,986
Band 20	874,057.457	16.67	14,570,538
Band 21	68,437.015	16.50	1,129,211
Band 26	29,229.991	11.46	334,976

159

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Columbia Small Cap Value Fund, Variable Series -
Class B (continued)
Band 27	8,368.506	$ 11.30	$ 94,564
Band 28	3,248.996	11.21	36,421
Band 29	11,584.078	11.19	129,626
Band 30	3,262.203	11.03	35,982
Band 31	1,239.405	10.95	13,571
Band 41	1,221.188	11.03	13,470
Band 42	1,685.763	10.93	18,425
Band 43	6,728.767	10.85	73,007
Band 46	594,174.946	10.13	6,018,992
Band 47	39,738.759	10.05	399,375
	9,210,709.570		$ 150,097,179
Columbia Small Company Growth Fund, Variable
Series - Class A
Contracts in accumulation period:
Band 7	382.447	$ 14.90	$ 5,698
Band 8	1,251.967	14.80	18,529
Band 13	53.349	14.55	776
	1,687.763		$ 25,003
Fidelity® VIP Equity-Income Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	1,742.693	$ 10.12	$ 17,636
Band 3	1,719.234	9.82	16,883
Band 4	121,118.325	9.90	1,199,071
Band 5	76,347.955	9.86	752,791
Band 6	2,618,208.065	9.78	25,606,075
Band 7	1,677,580.118	9.74	16,339,630
Band 8	908,523.674	9.65	8,767,253
Band 9	297,249.668	9.61	2,856,569
Band 10	2,015,555.815	9.57	19,288,869
Band 11	580,670.097	9.53	5,533,786
Band 12	465,583.194	9.49	4,418,385
Band 13	1,046,723.856	9.45	9,891,540
Band 14	2,181,206.791	9.37	20,437,908
Band 15	833,580.791	9.33	7,777,309
Band 16	113,496.630	9.25	1,049,844
Band 17	1,458,754.366	9.21	13,435,128
Band 18	30,702.395	9.17	281,541
Band 19	93,636.220	9.09	851,153
Band 20	1,195,771.005	9.41	11,252,205
Band 21	252,479.800	9.29	2,345,537
Band 25	8,031.519	10.21	82,002
Band 26	347,831.063	10.16	3,533,964
Band 27	158,548.416	9.90	1,569,629
Band 28	30,160.318	9.78	294,968
Band 29	232,219.610	9.73	2,259,497

160

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Fidelity® VIP Equity-Income Portfolio - Service Class 2
(continued)
Band 30	88,922.847	$ 9.49	$ 843,878
Band 31	43,755.790	9.36	409,554
Band 32	1,420.047	9.13	12,965
Band 33	245.137	8.98	2,201
Band 34	929.429	8.86	8,235
Band 35	237,954.549	10.34	2,460,450
Band 36	25,217.234	10.16	256,207
Band 37	36,955.306	10.03	370,662
Band 38	653,883.192	11.70	7,650,433
Band 39	115,338.180	11.55	1,332,156
Band 40	40,596.365	11.44	464,422
Band 41	20,870.870	10.70	223,318
Band 42	20,408.453	10.57	215,717
Band 43	103,092.626	10.46	1,078,349
Band 44	422.380	9.16	3,869
Band 45	6,274.261	9.02	56,594
Band 46	769,770.052	8.66	6,666,209
Band 47	142,561.235	8.60	1,226,027
Band 51	675.903	8.17	5,522
Band 55	1,165.227	8.33	9,706
Band 56	16,501.299	7.72	127,390
	19,074,402.000		$ 183,283,037
Fidelity® VIP Contrafund® Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	10,484.608	$ 11.70	$ 122,670
Band 4	356,882.784	13.92	4,967,808
Band 5	111,194.538	13.82	1,536,709
Band 6	10,400,918.370	11.48	119,402,543
Band 7	1,646,404.196	13.64	22,456,953
Band 8	5,391,514.512	11.40	61,463,265
Band 9	719,226.450	13.46	9,680,788
Band 10	13,426,001.920	11.76	157,889,783
Band 11	1,507,302.426	11.32	17,062,663
Band 12	358,683.538	11.29	4,049,537
Band 13	3,266,422.252	13.23	43,214,766
Band 14	4,756,314.637	11.21	53,318,287
Band 15	4,510,559.032	13.06	58,907,901
Band 16	463,650.872	11.13	5,160,434
Band 17	3,991,693.835	11.10	44,307,802
Band 18	12,825.307	11.07	141,976
Band 19	110,336.357	11.35	1,252,318
Band 20	1,489,027.167	11.62	17,302,496
Band 21	465,349.416	11.52	5,360,825
Band 26	825,559.005	14.23	11,747,705
Band 27	372,040.435	13.87	5,160,201

161

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Fidelity® VIP Contrafund® Portfolio - Service Class 2
(continued)
Band 28	88,500.721	$ 13.70	$ 1,212,460
Band 29	464,909.402	13.64	6,341,364
Band 30	124,135.071	13.29	1,649,755
Band 31	63,550.399	13.12	833,781
Band 32	2,230.733	12.79	28,531
Band 34	4,069.662	12.42	50,545
Band 35	588,421.222	14.48	8,520,339
Band 36	135,869.817	14.24	1,934,786
Band 37	78,836.102	14.05	1,107,647
Band 38	2,759,642.441	14.91	41,146,269
Band 39	738,209.092	14.72	10,866,438
Band 40	263,838.934	14.57	3,844,133
Band 41	148,439.251	13.48	2,000,961
Band 42	39,514.683	13.31	525,940
Band 43	246,338.686	13.18	3,246,744
Band 44	13,785.011	11.52	158,803
Band 45	16,397.866	11.33	185,788
Band 46	4,781,163.738	11.05	52,831,859
Band 47	621,590.840	10.97	6,818,852
Band 50	34,382.580	9.46	325,259
Band 51	915.969	9.36	8,573
Band 52	12,437.587	9.58	119,152
Band 53	759.816	9.49	7,211
Band 54	2,996.785	9.39	28,140
Band 55	7,278.262	9.54	69,435
Band 56	909,339.199	7.97	7,247,433
Band 57	11,750.320	7.88	92,593
Band 58	1,093.013	7.84	8,569
Band 59	1,535.255	7.79	11,960
Band 60	5,572.257	7.90	44,021
	66,359,896.371		$ 795,774,771
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Band 35	57,030.427	$ 14.98	$ 854,316
Band 36	15,862.266	14.74	233,810
Band 37	7,079.073	14.56	103,071
Band 38	472,728.956	15.26	7,213,844
Band 39	224,142.898	15.07	3,377,833
Band 40	22,337.169	14.92	333,271
	799,180.789		$ 12,116,145

162

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Balanced Portfolio - Class S
Contracts in accumulation period:
Band 4	2,094.837	$ 9.08	$ 19,021
Band 7	10,708.114	9.01	96,480
Band 9	55,221.641	8.96	494,786
Band 10	14,824.595	8.94	132,532
Band 13	7,980.732	8.89	70,949
Band 15	14,135.106	8.84	124,954
Band 20	682.746	8.87	6,056
Band 21	22,029.466	8.82	194,300
Band 26	37,425.948	9.18	343,570
Band 27	15,655.105	9.07	141,992
Band 28	3,325.758	9.02	29,998
Band 29	36,548.413	9.01	329,301
Band 30	4,423.591	8.91	39,414
Band 31	22,495.032	8.86	199,306
Band 32	2,275.439	8.76	19,933
Band 35	52,052.155	12.11	630,352
Band 36	6,872.900	11.94	82,062
Band 37	14,740.559	11.82	174,233
Band 38	233,545.182	11.62	2,713,795
Band 39	55,087.759	11.47	631,857
Band 40	21,339.577	11.36	242,418
Band 41	9,428.339	8.91	84,007
Band 42	2,047.347	8.84	18,099
Band 43	9,137.894	8.79	80,322
	654,078.235		$ 6,899,737
ING Intermediate Bond Portfolio - Class S
Contracts in accumulation period:
Band 1	7,533.924	$ 12.86	$ 96,886
Band 2	52,475.775	12.66	664,343
Band 3	333.063	12.32	4,103
Band 4	399,907.951	12.42	4,966,857
Band 5	79,143.403	12.37	979,004
Band 6	15,212,968.170	12.28	186,815,249
Band 7	2,778,229.522	12.23	33,977,747
Band 8	7,582,619.778	12.13	91,977,178
Band 9	1,335,700.232	12.09	16,148,616
Band 10	20,618,725.800	12.04	248,249,459
Band 11	2,465,569.624	11.99	29,562,180
Band 12	557,195.972	11.95	6,658,492
Band 13	6,442,678.070	11.90	76,667,869
Band 14	7,847,636.522	11.81	92,680,587
Band 15	6,451,426.350	11.76	75,868,774
Band 16	869,777.018	11.67	10,150,298
Band 17	5,774,425.492	11.62	67,098,824
Band 18	65,315.132	11.58	756,349

163

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Intermediate Bond Portfolio - Class S (continued)
Band 19	136,124.935	$ 11.49	$ 1,564,076
Band 20	2,071,861.475	11.85	24,551,558
Band 21	327,586.966	11.72	3,839,319
Band 25	19,229.498	12.76	245,368
Band 26	2,146,877.431	10.87	23,336,558
Band 27	904,121.984	10.72	9,692,188
Band 28	453,014.519	10.64	4,820,074
Band 29	2,760,199.676	10.62	29,313,321
Band 30	1,341,152.830	10.47	14,041,870
Band 31	752,666.070	10.39	7,820,200
Band 32	49,681.174	10.25	509,232
Band 33	4,211.626	10.15	42,748
Band 34	35,913.360	10.08	362,007
Band 35	398,903.133	12.91	5,149,839
Band 36	90,165.603	12.71	1,146,005
Band 37	24,096.056	12.57	302,887
Band 38	4,474,847.587	11.70	52,355,717
Band 39	1,094,538.471	11.55	12,641,919
Band 40	381,536.380	11.44	4,364,776
Band 41	28,435.143	10.47	297,716
Band 42	46,084.999	10.37	477,901
Band 43	234,449.562	10.30	2,414,830
Band 44	8,234.838	10.12	83,337
Band 45	16,496.708	10.05	165,792
Band 46	7,298,104.098	10.26	74,878,548
Band 47	842,268.449	10.18	8,574,293
Band 49	146,048.112	9.96	1,454,639
Band 50	28,236.642	10.58	298,744
Band 51	25,834.890	10.47	270,491
Band 52	7,950.524	10.71	85,150
Band 53	3,666.089	10.62	38,934
Band 54	12,806.547	10.50	134,469
Band 55	65,616.283	10.68	700,782
Band 56	1,215,549.610	9.82	11,936,697
Band 57	14,377.393	9.71	139,604
Band 58	969.310	9.66	9,364
Band 59	5,113.245	9.60	49,087
Band 60	900.498	9.73	8,762
Band 64	2,426.677	9.91	24,048
	106,011,960.189		$ 1,241,465,665




164

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds Asset Allocation Portfolio
Contracts in accumulation period:
Band 2	8,194.095	$ 8.81	$ 72,190
Band 4	53,965.506	8.77	473,277
Band 5	20,041.750	8.76	175,566
Band 6	6,199,814.866	8.75	54,248,380
Band 7	598,000.015	8.74	5,226,520
Band 8	1,982,773.420	8.72	17,289,784
Band 9	50,079.428	8.72	436,693
Band 10	11,176,781.050	8.71	97,349,763
Band 11	1,992,965.206	8.70	17,338,797
Band 12	97,544.444	8.69	847,661
Band 13	1,225,464.534	8.69	10,649,287
Band 14	946,477.885	8.67	8,205,963
Band 15	3,982,647.711	8.66	34,489,729
Band 16	141,917.806	8.65	1,227,589
Band 17	1,173,463.882	8.64	10,138,728
Band 18	2,550.716	8.63	22,013
Band 19	3,512.839	8.62	30,281
Band 20	788,151.688	8.68	6,841,157
Band 21	50,407.703	8.66	436,531
Band 26	44,294.002	8.81	390,230
Band 27	16,280.119	8.77	142,777
Band 28	28,820.705	8.75	252,181
Band 29	14,507.852	8.74	126,799
Band 30	35,228.871	8.69	306,139
Band 31	1,018.580	8.67	8,831
Band 32	163.538	8.63	1,411
Band 38	20,247.047	8.81	178,376
Band 41	628.871	8.69	5,465
Band 42	20,302.108	8.67	176,019
Band 43	42,215.949	8.64	364,746
Band 46	1,883,524.446	8.63	16,254,816
Band 47	158,253.107	8.60	1,360,977
Band 56	2,328,951.641	8.78	20,448,195
Band 57	51,476.289	8.70	447,844
Band 59	13,389.961	8.62	115,421
Band 60	17,723.405	8.72	154,548
	35,171,781.035		$ 306,234,684

165

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds Bond Portfolio
Contracts in accumulation period:
Band 2	32,208.850	$ 10.03	$ 323,055
Band 4	109,979.528	9.81	1,078,899
Band 5	23,162.382	9.98	231,161
Band 6	7,895,771.517	9.78	77,220,645
Band 7	1,319,855.128	9.78	12,908,183
Band 8	3,000,414.100	9.76	29,284,042
Band 9	248,929.896	9.75	2,427,066
Band 10	11,050,736.900	9.74	107,634,177
Band 11	1,930,945.098	9.73	18,788,096
Band 12	349,941.457	9.72	3,401,431
Band 13	3,127,658.522	9.71	30,369,564
Band 14	2,868,327.044	9.69	27,794,089
Band 15	4,129,209.303	9.68	39,970,746
Band 16	289,640.308	9.66	2,797,925
Band 17	2,896,681.195	9.65	27,952,974
Band 18	21,277.430	9.64	205,114
Band 19	89,045.104	9.62	856,614
Band 20	1,264,544.986	9.70	12,266,086
Band 21	128,703.953	9.67	1,244,567
Band 26	163,349.529	10.04	1,640,029
Band 27	76,504.455	9.99	764,280
Band 28	24,774.455	9.96	246,754
Band 29	135,711.586	9.95	1,350,330
Band 30	42,423.519	9.90	419,993
Band 31	56,478.585	9.87	557,444
Band 35	126,735.535	9.91	1,255,949
Band 36	29,743.480	9.87	293,568
Band 37	22,000.326	9.84	216,483
Band 38	2,042,635.712	9.86	20,140,388
Band 39	433,746.375	9.82	4,259,389
Band 40	299,235.629	9.79	2,929,517
Band 41	46,417.839	9.90	459,537
Band 42	13,604.654	9.86	134,142
Band 43	100,579.364	9.84	989,701
Band 44	2,394.182	9.78	23,415
Band 45	400.786	9.75	3,908
Band 46	3,161,347.873	9.63	30,443,780
Band 47	470,087.608	9.60	4,512,841
Band 55	11,005.931	9.76	107,418
Band 56	1,625,553.311	9.83	15,979,189
Band 57	59,391.481	9.73	577,879
Band 59	11,284.146	9.62	108,553
Band 60	15,007.293	9.75	146,321
Band 61	2,488.761	9.70	24,141
Band 64	8,364.620	9.86	82,475
	49,758,299.736		$ 484,421,858

166

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds Growth Portfolio
Contracts in accumulation period:
Band 2	78,303.206	$ 12.44	$ 974,092
Band 4	968,967.736	12.25	11,869,855
Band 5	206,631.945	12.21	2,522,976
Band 6	27,401,456.200	12.13	332,379,664
Band 7	8,776,818.611	12.09	106,111,737
Band 8	12,826,807.200	12.01	154,049,954
Band 9	2,203,135.752	11.97	26,371,535
Band 10	30,569,313.540	11.93	364,691,911
Band 11	5,351,232.399	11.90	63,679,666
Band 12	1,261,995.926	11.86	14,967,272
Band 13	8,430,744.013	11.82	99,651,394
Band 14	15,045,553.010	11.74	176,634,792
Band 15	14,066,483.690	11.71	164,718,524
Band 16	784,691.199	11.63	9,125,959
Band 17	15,290,861.160	11.59	177,221,081
Band 18	49,132.782	11.55	567,484
Band 19	608,282.247	11.48	6,983,080
Band 20	8,525,477.587	11.78	100,430,126
Band 21	1,085,074.841	11.67	12,662,823
Band 26	1,164,673.201	12.48	14,535,122
Band 27	433,960.500	12.24	5,311,677
Band 28	249,483.264	12.13	3,026,232
Band 29	758,609.734	12.09	9,171,592
Band 30	218,528.861	11.86	2,591,752
Band 31	156,770.989	11.74	1,840,491
Band 32	3,105.569	11.52	35,776
Band 33	248.210	11.38	2,825
Band 34	11,398.998	11.27	128,467
Band 35	271,616.772	9.74	2,645,547
Band 36	32,303.509	9.65	311,729
Band 37	42,713.490	12.36	527,939
Band 38	3,677,631.199	9.63	35,415,588
Band 39	818,771.628	9.55	7,819,269
Band 40	349,352.255	9.48	3,311,859
Band 41	269,783.790	11.86	3,199,636
Band 42	135,643.916	11.71	1,588,390
Band 43	602,943.403	11.60	6,994,143
Band 44	32,108.180	10.40	333,925
Band 45	37,927.146	10.21	387,236
Band 46	13,304,969.510	10.03	133,448,844
Band 47	1,314,228.255	9.95	13,076,571
Band 50	52,753.843	9.00	474,785
Band 51	73,286.245	8.91	652,980
Band 52	6,848.169	9.11	62,387
Band 53	4,088.850	9.03	36,922
Band 54	9,230.598	8.94	82,522

167

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds Growth Portfolio (continued)
Band 55	47,029.591	$ 9.08	$ 427,029
Band 56	3,897,665.899	7.93	30,908,491
Band 57	34,017.906	7.84	266,700
Band 59	31,969.791	7.75	247,766
Band 60	15,517.416	7.86	121,967
Band 61	3,829.679	7.82	29,948
Band 62	5,246.655	7.77	40,767
Band 64	6,020.773	8.01	48,226
	181,605,240.838		$ 2,104,719,025
ING American Funds Growth-Income Portfolio
Contracts in accumulation period:
Band 2	62,314.182	$ 11.58	$ 721,598
Band 4	1,074,577.075	11.39	12,239,433
Band 5	74,886.607	11.36	850,712
Band 6	19,309,994.340	11.28	217,816,736
Band 7	5,872,468.315	11.25	66,065,269
Band 8	8,129,943.517	11.18	90,892,769
Band 9	2,261,457.605	11.14	25,192,638
Band 10	20,239,154.270	11.10	224,654,612
Band 11	3,936,981.894	11.07	43,582,390
Band 12	728,947.005	11.03	8,040,285
Band 13	5,913,595.103	11.00	65,049,546
Band 14	10,444,451.960	10.93	114,157,860
Band 15	9,904,615.945	10.89	107,861,268
Band 16	554,259.562	10.82	5,997,088
Band 17	11,159,280.950	10.79	120,408,641
Band 18	21,185.038	10.75	227,739
Band 19	498,700.898	10.68	5,326,126
Band 20	5,386,838.369	10.96	59,039,749
Band 21	1,118,772.593	10.86	12,149,870
Band 26	933,503.990	11.61	10,837,981
Band 27	486,417.786	11.39	5,540,299
Band 28	169,396.061	11.28	1,910,788
Band 29	731,200.628	11.25	8,226,007
Band 30	247,027.110	11.03	2,724,709
Band 31	123,513.097	10.92	1,348,763
Band 32	8,790.385	10.72	94,233
Band 33	1,910.992	10.58	20,218
Band 34	30,203.093	10.48	316,528
Band 35	151,579.736	9.50	1,440,007
Band 36	35,317.795	9.41	332,340
Band 37	44,979.016	11.50	517,259
Band 38	2,272,170.902	9.39	21,335,685
Band 39	296,599.726	9.31	2,761,343
Band 40	257,469.489	9.25	2,381,593
Band 41	167,627.569	11.04	1,850,608
Band 42	109,195.742	10.90	1,190,234

168

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds Growth-Income Portfolio
(continued)
Band 43	479,717.118	$ 10.79	$ 5,176,148
Band 44	26,556.837	9.61	255,211
Band 45	42,276.592	9.45	399,514
Band 46	9,199,888.130	9.20	84,638,971
Band 47	1,039,067.499	9.13	9,486,686
Band 50	20,643.844	8.92	184,143
Band 51	491,931.430	8.82	4,338,835
Band 52	2,612.520	9.03	23,591
Band 53	7,897.097	8.95	70,679
Band 54	9,871.693	8.85	87,364
Band 55	30,590.871	9.00	275,318
Band 56	3,387,399.864	8.30	28,115,419
Band 57	13,437.622	8.21	110,323
Band 59	10,618.033	8.12	86,218
Band 60	21,826.543	8.22	179,414
Band 61	3,878.451	8.18	31,726
	127,547,542.489		$ 1,376,562,484
ING American Funds International Portfolio
Contracts in accumulation period:
Band 2	78,410.554	$ 18.19	$ 1,426,288
Band 4	367,385.622	17.90	6,576,203
Band 5	117,256.945	17.84	2,091,864
Band 6	11,391,843.520	17.73	201,977,386
Band 7	3,911,755.101	17.67	69,120,713
Band 8	6,070,334.325	17.56	106,595,071
Band 9	1,079,770.199	17.50	18,895,978
Band 10	14,447,524.990	17.45	252,109,311
Band 11	2,578,720.520	17.39	44,843,950
Band 12	660,048.678	17.33	11,438,644
Band 13	4,416,575.167	17.28	76,318,419
Band 14	7,033,120.604	17.17	120,758,681
Band 15	5,469,637.898	17.11	93,585,504
Band 16	521,455.266	17.00	8,864,740
Band 17	6,471,120.796	16.95	109,685,497
Band 18	24,238.345	16.89	409,386
Band 19	259,449.244	16.78	4,353,558
Band 20	2,933,888.958	17.22	50,521,568
Band 21	546,256.688	17.06	9,319,139
Band 26	629,054.478	18.25	11,480,244
Band 27	350,307.812	17.90	6,270,510
Band 28	76,633.578	17.73	1,358,713
Band 29	394,385.154	17.67	6,968,786
Band 30	98,220.618	17.33	1,702,163
Band 31	87,803.580	17.16	1,506,709
Band 32	847.428	16.85	14,279
Band 33	190.127	16.63	3,162

169

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds International Portfolio
(continued)
Band 34	11,227.423	$ 16.47	$ 184,916
Band 35	266,549.546	12.37	3,297,218
Band 36	48,417.588	12.26	593,600
Band 37	10,871.622	18.07	196,450
Band 38	2,576,115.986	12.23	31,505,899
Band 39	457,180.216	12.13	5,545,596
Band 40	188,288.682	12.04	2,266,996
Band 41	62,636.599	17.34	1,086,119
Band 42	32,879.179	17.12	562,892
Band 43	255,480.967	16.96	4,332,957
Band 44	8,053.446	13.96	112,426
Band 45	21,833.469	13.69	298,900
Band 46	6,614,845.331	12.98	85,860,692
Band 47	659,462.804	12.88	8,493,881
Band 50	19,681.180	10.70	210,589
Band 51	464,772.066	10.59	4,921,936
Band 52	7,235.395	10.84	78,432
Band 53	1,939.120	10.74	20,826
Band 54	9,873.319	10.63	104,953
Band 55	21,985.640	10.80	237,445
Band 56	2,295,977.793	8.17	18,758,139
Band 57	37,550.068	8.08	303,405
Band 58	1,105.918	8.04	8,892
Band 59	10,263.585	8.00	82,109
Band 60	11,992.602	8.10	97,140
Band 61	2,680.672	8.06	21,606
Band 62	4,939.763	8.01	39,568
Band 64	4,931.064	8.44	41,618
	84,125,007.238		$ 1,387,461,666
ING American Funds World Allocation Portfolio -
Service Class
Contracts in accumulation period:
Band 4	13,501.284	$ 12.09	$ 163,231
Band 5	2,545.505	13.10	33,346
Band 6	1,804,006.800	12.07	21,774,362
Band 7	162,368.771	12.06	1,958,167
Band 8	494,295.444	12.04	5,951,317
Band 9	13,525.087	12.03	162,707
Band 10	1,950,102.654	12.03	23,459,735
Band 11	524,450.986	12.02	6,303,901
Band 12	14,724.280	12.01	176,839
Band 13	691,774.247	12.00	8,301,291
Band 14	392,643.766	11.99	4,707,799
Band 15	899,346.926	11.98	10,774,176
Band 16	52,043.865	11.96	622,445
Band 17	393,693.393	11.95	4,704,636

170

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING American Funds World Allocation Portfolio -
Service Class (continued)
Band 18	226.167	$ 11.95	$ 2,703
Band 19	4,144.172	11.93	49,440
Band 20	159,355.580	11.99	1,910,673
Band 21	10,543.330	11.97	126,204
Band 26	4,071.053	13.13	53,453
Band 27	2,677.796	13.11	35,106
Band 28	741.089	13.09	9,701
Band 29	5,397.232	13.09	70,650
Band 30	1,711.683	13.06	22,355
Band 31	553.033	13.04	7,212
Band 38	10,348.879	12.13	125,532
Band 41	848.835	13.06	11,086
Band 43	11,467.023	13.02	149,301
Band 46	611,671.338	11.94	7,303,356
Band 47	32,415.880	11.91	386,073
Band 51	7,534.623	11.95	90,039
Band 56	200,169.507	12.11	2,424,053
Band 57	4,622.117	12.02	55,558
Band 59	10,062.647	11.93	120,047
Band 64	3,548.381	11.97	42,474
	8,491,133.373		$ 102,088,968
ING Artio Foreign Portfolio - Service Class
Contracts in accumulation period:
Band 1	2,104.919	$ 14.21	$ 29,911
Band 2	9,483.781	13.99	132,678
Band 3	873.940	13.61	11,894
Band 4	146,505.754	13.72	2,010,059
Band 5	101,112.375	13.67	1,382,206
Band 6	6,242,428.373	13.56	84,647,329
Band 7	2,773,053.948	13.51	37,463,959
Band 8	3,049,772.698	13.40	40,866,954
Band 9	531,285.176	13.35	7,092,657
Band 10	8,539,377.699	13.30	113,573,723
Band 11	2,232,092.374	13.25	29,575,224
Band 12	437,339.465	13.20	5,772,881
Band 13	2,920,146.739	13.15	38,399,930
Band 14	5,076,644.303	13.04	66,199,442
Band 15	2,895,638.055	12.99	37,614,338
Band 16	273,486.718	12.89	3,525,244
Band 17	3,641,944.721	12.84	46,762,570
Band 18	101,482.798	12.79	1,297,965
Band 19	189,948.488	12.69	2,410,446
Band 20	1,634,200.565	13.09	21,391,685
Band 21	332,440.247	12.94	4,301,777
Band 25	56,326.701	14.10	794,206

171

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Artio Foreign Portfolio - Service Class (continued)
Band 26	295,436.816	$ 14.04	$ 4,147,933
Band 27	79,752.228	13.72	1,094,201
Band 28	74,033.223	13.56	1,003,891
Band 29	210,108.988	13.51	2,838,572
Band 30	41,541.025	13.19	547,926
Band 31	31,711.203	13.04	413,514
Band 32	2,061.624	12.75	26,286
Band 34	1,123.267	12.41	13,940
Band 38	330,495.467	9.35	3,090,133
Band 41	50,725.608	14.60	740,594
Band 42	14,810.953	14.42	213,574
Band 43	88,332.715	14.28	1,261,391
Band 44	921.503	12.04	11,095
Band 45	41,301.382	11.80	487,356
Band 46	2,813,068.021	11.02	31,000,010
Band 47	426,275.111	10.94	4,663,450
Band 50	28,561.793	9.12	260,484
Band 51	13,111.874	9.02	118,269
Band 52	6,801.208	9.23	62,775
Band 53	2,268.817	9.15	20,760
Band 54	10,353.865	9.06	93,806
Band 55	4,514.162	9.20	41,530
Band 56	612,474.751	6.80	4,164,828
Band 57	19,363.300	6.73	130,315
Band 59	5,252.450	6.65	34,929
Band 60	1,004.878	6.74	6,773
	46,393,096.069		$ 601,745,413
ING Artio Foreign Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	619,752.517	$ 15.91	$ 9,860,263
Band 7	13,027.644	15.85	206,488
Band 10	439,935.582	15.61	6,867,394
Band 11	6,968.390	15.55	108,358
Band 12	146,580.129	15.50	2,271,992
Band 13	5,342.756	11.16	59,625
Band 14	129,987.181	12.18	1,583,244
Band 15	424,326.367	12.14	5,151,322
Band 17	180,657.293	12.03	2,173,307
Band 20	850,171.790	15.38	13,075,642
Band 46	492,728.151	10.93	5,385,519
	3,309,477.800		$ 46,743,154

172

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
Contracts in accumulation period:
Band 4	37,847.196	$ 10.60	$ 401,180
Band 5	1,512.391	10.59	16,016
Band 6	2,184,296.945	10.59	23,131,705
Band 7	908,377.372	10.58	9,610,633
Band 8	851,377.102	10.57	8,999,056
Band 9	79,940.401	10.57	844,970
Band 10	3,586,830.467	10.57	37,912,798
Band 11	574,297.904	10.56	6,064,586
Band 12	99,495.411	10.56	1,050,672
Band 13	1,262,402.977	10.55	13,318,351
Band 14	1,297,738.102	10.55	13,691,137
Band 15	736,562.938	10.54	7,763,373
Band 16	86,133.899	10.54	907,851
Band 17	1,053,092.637	10.53	11,089,065
Band 18	1,126.371	10.53	11,861
Band 19	31,823.485	10.52	334,783
Band 20	241,704.868	10.55	2,549,986
Band 21	52,088.656	10.54	549,014
Band 26	160,538.168	10.62	1,704,915
Band 27	49,698.525	10.60	526,804
Band 28	16,844.990	10.59	178,388
Band 29	168,892.329	10.58	1,786,881
Band 30	29,653.044	10.56	313,136
Band 31	13,287.775	10.55	140,186
Band 35	14,950.575	10.64	159,074
Band 36	5,960.611	10.62	63,302
Band 38	289,877.179	10.62	3,078,496
Band 39	55,441.331	10.60	587,678
Band 40	53,422.906	10.59	565,749
Band 41	42,623.573	10.56	450,105
Band 42	1,620.041	10.54	17,075
Band 43	29,397.154	10.53	309,552
Band 44	2,153.343	10.50	22,610
Band 45	861.732	10.49	9,040
Band 46	678,584.597	10.52	7,138,710
Band 47	163,423.361	10.51	1,717,580
Band 56	217,842.543	10.61	2,311,309
Band 57	3,679.796	10.56	38,859
Band 59	675.299	10.52	7,104
Band 60	3,682.622	10.57	38,925
	15,089,760.616		$ 159,412,515
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Contracts in accumulation period:
Band 35	12,232.888	$ 7.71	$ 94,316
Band 38	5,748.162	7.66	44,031
Band 40	1,293.652	7.58	9,806
	19,274.702		$ 148,153

173

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Large Cap Growth Portfolio - Service
Class
Contracts in accumulation period:
Band 2	7,244.330	$ 10.52	$ 76,210
Band 3	2,721.751	10.24	27,871
Band 4	47,131.453	10.32	486,397
Band 5	84,489.013	10.28	868,547
Band 6	1,425,010.107	10.20	14,535,103
Band 7	1,018,507.655	10.16	10,348,038
Band 8	619,758.231	10.08	6,247,163
Band 9	117,075.982	10.04	1,175,443
Band 10	1,835,417.482	10.00	18,354,175
Band 11	614,329.431	9.96	6,118,721
Band 12	351,370.927	9.93	3,489,113
Band 13	798,930.070	9.89	7,901,418
Band 14	1,733,826.277	9.81	17,008,836
Band 15	1,007,156.357	9.77	9,839,918
Band 16	50,958.114	9.70	494,294
Band 17	896,219.605	9.66	8,657,481
Band 18	20,927.644	9.62	201,324
Band 19	50,984.219	9.54	486,389
Band 20	878,276.975	9.85	8,651,028
Band 21	80,891.047	9.73	787,070
Band 25	3,896.048	10.60	41,298
Band 26	107,232.165	10.19	1,092,696
Band 27	73,678.663	10.05	740,471
Band 28	23,685.912	9.97	236,149
Band 29	31,648.349	9.95	314,901
Band 30	16,617.633	9.81	163,019
Band 31	17,922.485	9.74	174,565
Band 32	41.116	9.60	395
Band 35	6,582.120	8.60	56,606
Band 36	5,196.095	8.54	44,375
Band 37	11,290.702	8.50	95,971
Band 38	129,476.104	9.08	1,175,643
Band 39	13,483.761	8.48	114,342
Band 40	14,360.070	8.43	121,055
Band 41	14,742.283	9.81	144,622
Band 42	150.093	9.72	1,459
Band 43	19,565.120	9.65	188,803
Band 45	1,154.115	9.42	10,872
Band 46	878,402.114	9.04	7,940,755
Band 47	82,746.835	8.97	742,239
Band 50	2,206.252	8.89	19,614
Band 51	676.155	8.79	5,943
Band 52	982.861	9.00	8,846
Band 55	7,238.336	8.97	64,928
Band 56	108,069.604	8.30	896,978
Band 57	3,748.724	8.21	30,777
Band 60	448.276	8.23	3,689
	13,216,468.661		$ 130,185,550

174

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Large Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	1,917.508	$ 10.68	$ 20,479
Band 3	305.631	10.39	3,176
Band 4	26,917.106	10.47	281,822
Band 5	2,762.062	10.43	28,808
Band 6	262,028.050	10.35	2,711,990
Band 7	227,674.067	10.31	2,347,320
Band 8	166,720.728	10.23	1,705,553
Band 9	26,155.422	10.19	266,524
Band 10	253,206.410	10.15	2,570,045
Band 11	138,263.255	10.11	1,397,842
Band 12	49,533.748	10.08	499,300
Band 13	149,178.317	10.04	1,497,750
Band 14	363,284.054	9.96	3,618,309
Band 15	120,583.412	9.92	1,196,187
Band 16	7,987.206	9.84	78,594
Band 17	264,540.006	9.80	2,592,492
Band 18	8,659.884	9.76	84,520
Band 19	43,186.531	9.69	418,477
Band 20	166,242.120	10.00	1,662,421
Band 21	8,893.157	9.88	87,864
Band 25	1,510.881	10.76	16,257
Band 26	8,844.335	9.56	84,552
Band 27	4,890.767	9.43	46,120
Band 28	300.403	9.36	2,812
Band 29	9,051.853	9.34	84,544
Band 30	8,504.857	9.21	78,330
Band 31	2,882.488	9.14	26,346
Band 43	21,531.586	9.06	195,076
Band 46	148,109.601	8.54	1,264,856
Band 47	34,983.458	8.48	296,660
Band 50	2,205.401	8.11	17,886
Band 51	1,627.372	8.02	13,052
	2,532,481.676		$ 25,195,964
ING BlackRock Large Cap Value Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	21,142.792	$ 12.45	$ 263,228
Band 10	46,584.122	12.22	569,258
Band 11	735.928	12.18	8,964
Band 12	16,020.599	12.13	194,330
Band 13	1,098.671	8.65	9,504
Band 14	5,668.835	8.95	50,736
Band 15	32,432.119	8.92	289,295
Band 17	3,881.950	8.84	34,316
Band 20	49,095.951	12.04	591,115
Band 46	21,012.531	8.48	178,186
	197,673.498		$ 2,188,932

175

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Clarion Global Real Estate Portfolio - Service
Class
Contracts in accumulation period:
Band 2	999.424	$ 9.63	$ 9,624
Band 3	962.212	9.50	9,141
Band 4	89,612.154	9.54	854,900
Band 5	18,589.138	9.52	176,969
Band 6	2,241,686.327	9.49	21,273,603
Band 7	503,511.857	9.47	4,768,257
Band 8	1,244,388.928	9.43	11,734,588
Band 9	100,391.268	9.42	945,686
Band 10	3,360,507.586	9.40	31,588,771
Band 11	401,761.929	9.38	3,768,527
Band 12	63,073.182	9.36	590,365
Band 13	777,698.803	9.35	7,271,484
Band 14	1,044,015.161	9.31	9,719,781
Band 15	1,272,192.740	9.29	11,818,671
Band 16	101,956.135	9.26	944,114
Band 17	1,344,556.432	9.24	12,423,701
Band 18	1,866.318	9.22	17,207
Band 19	40,626.655	9.19	373,359
Band 20	350,244.044	9.33	3,267,777
Band 21	49,024.357	9.28	454,946
Band 26	74,367.294	9.65	717,644
Band 27	13,467.316	9.54	128,478
Band 28	7,874.440	9.49	74,728
Band 29	25,116.026	9.47	237,849
Band 30	7,623.488	9.36	71,356
Band 31	2,911.114	9.31	27,102
Band 32	68.486	9.21	631
Band 35	142,597.502	7.57	1,079,463
Band 36	16,546.607	7.54	124,761
Band 37	3,467.060	7.52	26,072
Band 38	982,595.886	9.12	8,961,274
Band 39	349,852.746	7.51	2,627,394
Band 40	73,249.115	7.49	548,636
Band 41	15,286.242	9.37	143,232
Band 42	5,229.103	9.30	48,631
Band 43	36,833.876	9.24	340,345
Band 44	391.510	9.12	3,571
Band 45	4,166.671	9.07	37,792
Band 46	1,125,920.959	9.21	10,369,732
Band 47	99,965.828	9.16	915,687
Band 50	2,472.017	8.91	22,026
Band 51	7,087.951	8.82	62,516
Band 52	2,605.335	9.02	23,500
Band 53	1,606.970	8.94	14,366
Band 54	1,327.810	8.85	11,751
Band 55	24,436.805	8.99	219,687

176

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Clarion Global Real Estate Portfolio - Service
Class (continued)
Band 56	238,945.274	$ 8.27	$ 1,976,077
Band 57	27,443.974	8.18	224,492
Band 60	401.926	8.20	3,296
	16,301,523.981		$ 151,053,560
ING Clarion Global Real Estate Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	49,678.504	$ 9.44	$ 468,965
Band 8	889.174	9.38	8,340
Band 10	52,247.602	9.35	488,515
Band 12	4,383.055	9.31	40,806
Band 13	1,691.200	9.30	15,728
Band 14	25,010.364	9.26	231,596
Band 15	24,133.248	9.24	222,991
Band 17	7,261.613	9.19	66,734
Band 20	53,511.232	9.28	496,584
Band 46	28,206.302	9.16	258,370
	247,012.294		$ 2,298,629
ING Clarion Real Estate Portfolio - Service Class
Currently payable annuity contracts:	197.673	$ 57.91	$ 11,447
Contracts in accumulation period:
Band 1	3,609.410	60.40	218,008
Band 2	56,054.515	57.91	3,246,117
Band 3	478.810	53.76	25,741
Band 4	42,204.929	55.00	2,321,271
Band 5	27,791.493	54.36	1,510,746
Band 6	801,789.871	53.29	42,727,382
Band 7	598,470.168	52.66	31,515,439
Band 8	497,923.779	51.63	25,707,805
Band 9	77,637.153	51.01	3,960,271
Band 10	613,664.318	50.47	30,971,638
Band 11	321,061.108	49.93	16,030,581
Band 12	127,888.791	49.40	6,317,706
Band 13	477,698.357	48.88	23,349,896
Band 14	721,159.936	47.85	34,507,503
Band 15	343,912.178	47.34	16,280,803
Band 16	38,670.759	46.35	1,792,390
Band 17	600,578.876	45.85	27,536,541
Band 18	14,578.465	45.36	661,279
Band 19	44,233.471	44.40	1,963,966
Band 20	303,244.176	48.37	14,667,921
Band 21	39,939.214	46.84	1,870,753
Band 24	73.326	64.36	4,719
Band 25	7,831.104	59.16	463,288
Band 26	117,505.880	14.69	1,726,161
Band 27	36,282.871	14.44	523,925
Band 28	10,939.227	14.31	156,540
Band 29	47,214.245	14.27	673,747

177

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Clarion Real Estate Portfolio - Service Class
(continued)
Band 30	17,397.768	$ 14.03	$ 244,091
Band 31	8,509.202	13.91	118,363
Band 33	1,495.482	13.52	20,219
Band 34	44.537	13.40	597
Band 38	55,831.882	8.20	457,821
Band 41	31,159.882	14.03	437,173
Band 42	14,829.676	13.87	205,688
Band 43	62,195.830	13.75	855,193
Band 44	3,917.622	13.47	52,770
Band 45	11,841.476	13.16	155,834
Band 46	1,235,668.961	10.08	12,455,543
Band 47	134,736.523	10.01	1,348,713
Band 50	1,732.136	8.03	13,909
Band 51	374.270	7.94	2,972
Band 53	763.747	8.06	6,156
Band 55	6,454.432	8.10	52,281
Band 56	12,025.061	9.06	108,947
Band 59	339.931	8.86	3,012
Band 60	1,113.149	8.98	9,996
	7,573,065.670		$ 307,292,862
ING Clarion Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	241,216.308	$ 18.07	$ 4,358,779
Band 7	280.018	18.01	5,043
Band 10	160,210.174	17.74	2,842,128
Band 11	3,326.484	17.67	58,779
Band 12	50,725.634	17.61	893,278
Band 13	2,339.179	10.22	23,906
Band 14	42,814.982	12.57	538,184
Band 15	184,677.404	12.54	2,315,855
Band 17	66,616.341	12.42	827,375
Band 20	296,090.120	17.48	5,175,655
Band 46	179,857.659	10.01	1,800,375
	1,228,154.303		$ 18,839,357

178

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Evergreen Health Sciences Portfolio - Service Class
Contracts in accumulation period:
Band 2	7,880.172	$ 11.04	$ 86,997
Band 3	404.820	10.82	4,380
Band 4	55,677.620	10.89	606,329
Band 5	66,642.092	10.85	723,067
Band 6	2,329,558.969	10.79	25,135,941
Band 7	1,351,007.934	10.76	14,536,845
Band 8	1,392,823.840	10.70	14,903,215
Band 9	91,874.370	10.67	980,300
Band 10	2,271,235.708	10.64	24,165,948
Band 11	773,565.151	10.61	8,207,526
Band 12	322,321.660	10.58	3,410,163
Band 13	1,036,250.787	10.55	10,932,446
Band 14	1,741,306.870	10.49	18,266,309
Band 15	1,054,920.614	10.46	11,034,470
Band 16	154,652.455	10.40	1,608,386
Band 17	1,700,554.439	10.36	17,617,744
Band 18	43,377.060	10.33	448,085
Band 19	53,789.720	10.28	552,958
Band 20	842,963.737	10.52	8,867,979
Band 21	112,816.945	10.43	1,176,681
Band 25	3,439.910	11.11	38,217
Band 26	85,778.878	11.07	949,572
Band 27	40,887.760	10.88	444,859
Band 28	49,439.386	10.79	533,451
Band 29	199,728.351	10.76	2,149,077
Band 30	22,461.756	10.58	237,645
Band 31	19,290.698	10.48	202,167
Band 34	2,616.029	10.10	26,422
Band 38	24,657.634	10.12	249,535
Band 41	22,683.966	10.58	239,996
Band 42	13,638.387	10.46	142,658
Band 43	51,122.407	10.37	530,139
Band 45	8,443.528	10.07	85,026
Band 46	789,101.488	10.62	8,380,258
Band 47	117,499.183	10.54	1,238,441
Band 50	825.908	9.90	8,176
Band 51	643.177	9.79	6,297
Band 52	448.039	10.02	4,489
Band 55	7,995.195	9.99	79,872
Band 56	117,046.174	8.38	980,847
Band 57	4,345.186	8.29	36,022
Band 59	1,804.233	8.19	14,777
	16,987,522.236		$ 179,843,712




179

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Evergreen Omega Portfolio - Service Class
Contracts in accumulation period:
Band 4	8,259.702	$ 12.47	$ 102,998
Band 5	1,188.172	12.43	14,769
Band 6	1,127,373.173	12.36	13,934,332
Band 7	487,747.343	12.33	6,013,925
Band 8	734,624.556	12.25	8,999,151
Band 9	37,365.625	12.22	456,608
Band 10	1,425,814.358	12.18	17,366,419
Band 11	273,882.821	12.15	3,327,676
Band 12	68,312.271	12.11	827,262
Band 13	527,265.920	12.08	6,369,372
Band 14	635,111.568	12.01	7,627,690
Band 15	404,582.093	11.98	4,846,893
Band 16	37,256.204	11.91	443,721
Band 17	642,827.120	11.87	7,630,358
Band 18	7,133.832	11.84	84,465
Band 19	33,676.042	11.77	396,367
Band 20	290,470.156	12.04	3,497,261
Band 21	16,828.624	11.94	200,934
Band 26	83,827.285	12.68	1,062,930
Band 27	41,255.878	12.47	514,461
Band 28	7,961.932	12.36	98,409
Band 29	88,225.485	12.32	1,086,938
Band 30	10,130.472	12.11	122,680
Band 31	4,746.945	12.01	57,011
Band 35	6,599.269	13.39	88,364
Band 36	6,840.146	13.26	90,700
Band 37	1,245.630	13.17	16,405
Band 38	59,571.994	13.23	788,137
Band 39	9,000.703	13.11	117,999
Band 40	7,687.702	13.01	100,017
Band 41	4,038.414	12.12	48,946
Band 42	2,284.088	11.98	27,363
Band 43	11,137.008	11.88	132,308
Band 46	523,069.533	11.39	5,957,762
Band 47	60,434.107	11.30	682,905
Band 56	24,664.820	11.93	294,251
Band 57	1,235.858	11.85	14,645
Band 59	318.446	11.77	3,748
	7,713,995.295		$ 93,446,180

180

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Evergreen Omega Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	16,290.155	$ 12.25	$ 199,554
Band 10	7,204.512	12.08	87,031
Band 15	15,232.666	11.87	180,812
Band 17	8,602.992	11.77	101,257
Band 20	10,294.216	11.94	122,913
Band 46	16,548.602	11.30	186,999
	74,173.143		$ 878,566
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
Currently payable annuity contracts:	287.978	$ 14.29	$ 4,115
Contracts in accumulation period:
Band 1	16,038.799	10.70	171,615
Band 2	139,398.743	14.29	1,992,008
Band 3	12,019.536	13.83	166,230
Band 4	238,063.004	13.97	3,325,740
Band 5	292,861.083	13.90	4,070,769
Band 6	7,847,443.818	13.77	108,059,301
Band 7	5,452,120.081	13.71	74,748,566
Band 8	4,575,461.946	13.58	62,134,773
Band 9	929,454.900	13.51	12,556,936
Band 10	7,078,572.960	13.45	95,206,806
Band 11	4,625,632.341	13.39	61,937,217
Band 12	1,420,746.851	13.32	18,924,348
Band 13	4,760,795.477	13.26	63,128,148
Band 14	6,664,366.203	13.14	87,569,772
Band 15	2,387,241.442	13.08	31,225,118
Band 16	311,472.029	12.95	4,033,563
Band 17	3,800,166.677	12.89	48,984,148
Band 18	142,552.782	12.83	1,828,952
Band 19	295,700.727	12.71	3,758,356
Band 20	2,409,337.936	13.20	31,803,261
Band 21	402,061.432	13.01	5,230,819
Band 24	146.633	14.98	2,197
Band 25	73,398.065	14.43	1,059,134
Band 26	167,287.866	12.59	2,106,154
Band 27	70,174.671	12.41	870,868
Band 28	24,094.123	12.32	296,840
Band 29	67,769.082	12.30	833,560
Band 30	43,677.240	12.12	529,368
Band 31	31,149.723	12.03	374,731
Band 34	250.722	11.67	2,926
Band 38	98,575.673	10.28	1,013,358
Band 41	42,610.462	12.13	516,865
Band 42	10,710.029	12.01	128,627
Band 43	89,871.652	11.92	1,071,270
Band 44	1,224.204	11.72	14,348
Band 45	869.132	11.64	10,117

181

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class (continued)
Band 46	2,162,820.996	$ 11.70	$ 25,305,006
Band 47	321,684.419	11.61	3,734,756
Band 50	16,964.349	10.02	169,983
Band 51	3,975.771	9.92	39,440
Band 52	1,368.524	10.15	13,891
Band 53	1,471.820	10.06	14,807
Band 54	3,615.660	9.95	35,976
Band 55	14,196.224	10.11	143,524
Band 56	789,860.715	8.67	6,848,092
Band 57	1,749.514	8.58	15,011
Band 58	1,068.170	8.53	9,111
Band 59	1,496.952	8.48	12,694
Band 60	13,772.431	8.59	118,305
	57,857,651.567		$ 766,151,520
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	391,694.612	$ 17.86	$ 6,995,666
Band 7	5,239.754	17.79	93,215
Band 10	297,147.179	17.53	5,208,990
Band 11	5,534.231	17.46	96,628
Band 12	76,486.130	17.40	1,330,859
Band 13	261.830	11.85	3,103
Band 14	84,889.990	13.55	1,150,259
Band 15	233,655.946	13.51	3,156,692
Band 17	128,887.319	13.39	1,725,801
Band 20	573,143.077	17.27	9,898,181
Band 46	239,572.736	11.61	2,781,439
	2,036,512.804		$ 32,440,833
ING Focus 5 Portfolio - Service Class
Contracts in accumulation period:
Band 4	93,775.994	$ 7.04	$ 660,183
Band 5	2,579.847	7.25	18,704
Band 6	5,557,860.561	7.01	38,960,603
Band 7	183,532.795	7.01	1,286,565
Band 8	1,290,281.612	6.99	9,019,068
Band 9	40,588.799	6.98	283,310
Band 10	7,068,642.145	6.97	49,268,436
Band 11	395,527.981	6.96	2,752,875
Band 12	9,910.828	6.96	68,979
Band 13	1,012,574.961	6.95	7,037,396
Band 14	1,083,078.792	6.93	7,505,736
Band 15	1,394,714.539	6.92	9,651,425
Band 16	90,291.430	6.90	623,011
Band 17	714,857.557	6.90	4,932,517
Band 18	3,271.763	6.89	22,542
Band 19	6,388.681	6.87	43,890

182

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Focus 5 Portfolio - Service Class (continued)
Band 20	120,437.133	$ 6.94	$ 835,834
Band 21	1,565.313	6.91	10,816
Band 26	543.652	7.29	3,963
Band 27	2,165.374	7.25	15,699
Band 28	796.024	7.23	5,755
Band 29	38,355.642	7.23	277,311
Band 35	2,923.153	7.77	22,713
Band 36	8,959.057	7.74	69,343
Band 38	258,034.244	7.08	1,826,882
Band 39	27,303.391	7.72	210,782
Band 40	3,963.544	7.70	30,519
Band 41	5,078.325	7.19	36,513
Band 46	1,226,302.547	6.88	8,436,962
Band 47	384,102.736	6.85	2,631,104
Band 50	1,311.846	6.95	9,117
Band 51	5,615.443	6.90	38,747
Band 52	15,951.916	7.01	111,823
Band 55	12,508.011	6.99	87,431
Band 56	1,034,861.010	7.22	7,471,696
Band 57	7,354.318	7.14	52,510
Band 60	966.926	7.16	6,923
	22,106,977.890		$ 154,327,683
ING Franklin Income Portfolio - Service Class
Contracts in accumulation period:
Band 2	28,311.371	$ 10.19	$ 288,493
Band 3	397.868	10.06	4,003
Band 4	254,732.672	10.10	2,572,800
Band 5	68,248.658	10.08	687,946
Band 6	5,510,323.912	10.04	55,323,652
Band 7	1,751,594.883	10.02	17,550,981
Band 8	2,779,792.694	9.98	27,742,331
Band 9	649,791.870	9.97	6,478,425
Band 10	8,015,179.468	9.95	79,751,036
Band 11	1,695,841.059	9.93	16,839,702
Band 12	368,963.404	9.91	3,656,427
Band 13	2,760,884.106	9.89	27,305,144
Band 14	4,554,087.220	9.85	44,857,759
Band 15	3,386,162.503	9.84	33,319,839
Band 16	406,824.499	9.80	3,986,880
Band 17	3,290,801.719	9.78	32,184,041
Band 18	35,175.952	9.76	343,317
Band 19	85,395.157	9.73	830,895
Band 20	1,016,725.668	9.87	10,035,082
Band 21	412,571.709	9.82	4,051,454
Band 26	557,839.080	10.21	5,695,537
Band 27	171,307.204	10.10	1,730,203

183

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Franklin Income Portfolio - Service Class
(continued)
Band 28	97,743.664	$ 10.04	$ 981,346
Band 29	235,470.581	10.02	2,359,415
Band 30	77,375.618	9.91	766,792
Band 31	26,340.574	9.85	259,455
Band 32	1,007.011	9.75	9,818
Band 33	2,489.016	9.67	24,069
Band 34	231.023	9.62	2,222
Band 38	383,940.385	10.25	3,935,389
Band 41	47,288.972	9.91	468,634
Band 42	16,819.159	9.84	165,501
Band 43	162,097.566	9.78	1,585,314
Band 44	4,015.065	9.65	38,745
Band 45	27,617.952	9.60	265,132
Band 46	3,508,527.932	9.74	34,173,062
Band 47	421,570.746	9.69	4,085,021
Band 50	1,177.949	9.97	11,744
Band 51	15,699.510	9.87	154,954
Band 52	395.311	10.10	3,993
Band 55	6,413.278	10.06	64,518
Band 56	751,208.776	9.31	6,993,754
Band 57	3,725.169	9.21	34,309
Band 59	6,468.723	9.11	58,930
Band 60	2,658.197	9.23	24,535
	43,601,234.853		$ 431,702,599
ING Franklin Income Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	124,700.039	$ 9.99	$ 1,245,753
Band 10	220,721.900	9.89	2,182,940
Band 12	42,390.521	9.86	417,971
Band 14	13,738.386	9.80	134,636
Band 15	56,282.567	9.78	550,444
Band 17	37,893.874	9.73	368,707
Band 20	172,064.608	9.82	1,689,674
Band 46	130,880.523	9.69	1,268,232
	798,672.418		$ 7,858,357

184

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Franklin Mutual Shares Portfolio - Service Class
Contracts in accumulation period:
Band 2	19,405.779	$ 9.20	$ 178,533
Band 3	848.290	9.11	7,728
Band 4	149,113.301	9.14	1,362,896
Band 5	43,650.738	9.12	398,095
Band 6	3,218,270.822	9.10	29,286,264
Band 7	569,659.877	9.09	5,178,208
Band 8	1,357,138.943	9.06	12,295,679
Band 9	347,788.175	9.05	3,147,483
Band 10	4,913,840.595	9.04	44,421,119
Band 11	593,359.170	9.02	5,352,100
Band 12	135,567.193	9.01	1,221,460
Band 13	1,066,361.086	9.00	9,597,250
Band 14	1,554,766.244	8.97	13,946,253
Band 15	1,634,557.981	8.96	14,645,640
Band 16	152,111.279	8.94	1,359,875
Band 17	1,105,804.870	8.93	9,874,837
Band 18	3,293.336	8.91	29,344
Band 19	45,535.560	8.89	404,811
Band 20	358,723.177	8.99	3,224,921
Band 21	251,811.966	8.95	2,253,717
Band 26	202,810.405	9.21	1,867,884
Band 27	44,386.624	9.13	405,250
Band 28	67,184.165	9.10	611,376
Band 29	187,708.501	9.09	1,706,270
Band 30	29,366.118	9.01	264,589
Band 31	23,365.724	8.97	209,591
Band 32	219.047	8.90	1,950
Band 33	3,582.041	8.85	31,701
Band 34	368.959	8.82	3,254
Band 38	291,068.708	9.20	2,677,832
Band 41	25,243.711	9.01	227,446
Band 42	7,882.971	8.96	70,631
Band 43	59,077.973	8.93	527,566
Band 44	10,070.880	8.84	89,027
Band 45	3,449.187	8.80	30,353
Band 46	1,737,616.573	8.90	15,464,787
Band 47	161,519.719	8.86	1,431,065
Band 50	2,191.082	9.00	19,720
Band 51	7,383.606	8.93	65,936
Band 52	439.234	9.09	3,993
Band 55	16,682.851	9.06	151,147
Band 56	409,656.764	8.06	3,301,834
Band 57	17,382.474	7.97	138,538
Band 59	6,177.996	7.89	48,744
Band 60	2,870.745	7.99	22,937
	20,839,314.440		$ 187,559,634

185

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
Contracts in accumulation period:
Band 2	276.346	$ 7.91	$ 2,186
Band 4	787,678.896	7.86	6,191,156
Band 5	22,652.422	7.85	177,822
Band 6	18,242,923.780	7.83	142,842,093
Band 7	1,221,497.468	7.82	9,552,110
Band 8	6,423,291.746	7.79	50,037,443
Band 9	467,737.343	7.78	3,638,997
Band 10	29,916,528.410	7.77	232,451,426
Band 11	2,510,820.464	7.76	19,483,967
Band 12	96,860.667	7.75	750,670
Band 13	4,333,266.765	7.74	33,539,485
Band 14	7,513,488.425	7.72	58,004,131
Band 15	9,647,235.079	7.71	74,380,182
Band 16	1,099,842.298	7.69	8,457,787
Band 17	5,374,909.051	7.68	41,279,302
Band 18	1,632.741	7.67	12,523
Band 19	23,504.292	7.65	179,808
Band 20	1,211,534.206	7.73	9,365,159
Band 21	401,320.274	7.70	3,090,166
Band 26	77,286.439	7.92	612,109
Band 27	102,480.187	7.86	805,494
Band 28	19,433.640	7.83	152,165
Band 29	73,588.851	7.81	574,729
Band 30	15,847.868	7.75	122,821
Band 31	9,173.053	7.72	70,816
Band 32	1,615.433	7.66	12,374
Band 34	4,770.779	7.59	36,210
Band 35	43,368.125	8.81	382,073
Band 36	3,204.807	8.77	28,106
Band 38	4,721,291.953	7.91	37,345,419
Band 39	8,422.525	8.74	73,613
Band 40	51,803.325	8.71	451,207
Band 41	4,250.170	7.75	32,939
Band 42	286.010	7.71	2,205
Band 43	72,504.466	7.68	556,834
Band 44	3,135.821	7.60	23,832
Band 45	21,374.704	7.57	161,807
Band 46	8,798,431.617	7.66	67,395,986
Band 47	897,392.000	7.63	6,847,101
Band 50	144,923.450	7.74	1,121,708
Band 51	35,029.848	7.68	269,029
Band 52	12,693.325	7.82	99,262
Band 53	4,273.327	7.76	33,161
Band 54	5,082.452	7.70	39,135
Band 55	312,535.800	7.80	2,437,779
Band 56	4,168,993.620	8.48	35,353,066

186

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Franklin Templeton Founding Strategy Portfolio -
Service Class (continued)
Band 57	163,936.682	$ 8.39	$ 1,375,429
Band 59	731.549	8.29	6,065
Band 60	14,772.396	8.40	124,088
	109,089,634.895		$ 849,982,975
ING Global Resources Portfolio - Service Class
Currently payable annuity contracts:	526.907	$ 40.53	$ 21,356
Contracts in accumulation period:
Band 1	7,618.914	42.27	322,051
Band 2	64,141.625	40.53	2,599,660
Band 3	1,763.503	37.63	66,361
Band 4	63,969.735	38.50	2,462,835
Band 5	33,122.899	38.04	1,259,995
Band 6	2,632,139.405	37.30	98,178,800
Band 7	1,245,480.895	36.85	45,895,971
Band 8	1,758,129.523	36.13	63,521,220
Band 9	172,798.754	35.70	6,168,916
Band 10	3,158,457.428	35.32	111,556,716
Band 11	827,367.983	34.95	28,916,511
Band 12	223,048.215	34.58	7,713,007
Band 13	1,312,710.364	34.21	44,907,822
Band 14	2,015,124.682	33.49	67,486,526
Band 15	1,475,926.073	33.13	48,897,431
Band 16	176,609.642	32.44	5,729,217
Band 17	2,165,112.882	32.09	69,478,472
Band 18	28,450.242	31.75	903,295
Band 19	103,412.310	31.08	3,214,055
Band 20	599,135.867	33.85	20,280,749
Band 21	82,417.773	32.78	2,701,655
Band 25	11,832.289	41.40	489,857
Band 26	149,093.445	16.96	2,528,625
Band 27	64,614.672	16.72	1,080,357
Band 28	41,375.333	16.60	686,831
Band 29	180,623.642	16.56	2,991,128
Band 30	29,486.162	16.33	481,509
Band 31	14,728.593	16.21	238,750
Band 34	32.835	15.72	516
Band 38	117,953.281	12.08	1,424,876
Band 41	40,943.658	16.33	668,610
Band 42	19,228.163	16.18	311,112
Band 43	87,775.280	16.06	1,409,671
Band 44	459.065	15.79	7,249
Band 45	10,383.838	15.67	162,715
Band 46	2,160,043.309	16.77	36,223,926
Band 47	360,250.101	16.64	5,994,562
Band 50	11,971.401	11.76	140,784

187

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Global Resources Portfolio - Service Class
(continued)
Band 51	6,671.030	$ 11.64	$ 77,651
Band 52	7,297.945	11.91	86,919
Band 53	934.131	11.80	11,023
Band 54	8,425.626	11.68	98,411
Band 55	24,265.714	11.87	288,034
Band 56	498,506.663	8.14	4,057,844
Band 57	45,463.458	8.05	365,981
Band 59	2,854.070	7.96	22,718
Band 60	4,068.672	8.07	32,834
	22,046,747.997		$ 692,165,114
ING Global Resources Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	253,746.034	$ 25.82	$ 6,551,723
Band 7	23.681	25.72	609
Band 10	169,670.195	25.34	4,299,443
Band 11	2,096.901	25.25	52,947
Band 12	42,518.384	25.15	1,069,337
Band 13	1,110.378	16.99	18,865
Band 14	89,526.035	17.21	1,540,743
Band 15	154,018.041	17.16	2,642,950
Band 17	78,184.573	17.01	1,329,920
Band 20	332,180.025	24.97	8,294,535
Band 46	161,800.559	16.64	2,692,361
	1,284,874.806		$ 28,493,433
ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Band 2	20,290.112	$ 12.05	$ 244,496
Band 3	918.057	11.66	10,705
Band 4	110,862.345	11.78	1,305,958
Band 5	206,641.951	11.72	2,421,844
Band 6	4,891,208.489	11.61	56,786,931
Band 7	3,373,234.145	11.56	38,994,587
Band 8	2,717,027.391	11.45	31,109,964
Band 9	493,073.845	11.39	5,616,111
Band 10	6,486,316.816	11.34	73,554,833
Band 11	2,120,404.051	11.29	23,939,362
Band 12	803,899.173	11.24	9,035,827
Band 13	3,321,202.768	11.18	37,131,047
Band 14	5,961,602.093	11.08	66,054,551
Band 15	2,253,344.206	11.03	24,854,387
Band 16	283,802.688	10.92	3,099,125
Band 17	2,815,850.776	10.87	30,608,298
Band 18	112,043.471	10.82	1,212,310
Band 19	270,723.539	10.72	2,902,156
Band 20	1,339,058.489	11.13	14,903,721
Band 21	259,993.600	10.97	2,852,130

188

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Janus Contrarian Portfolio - Service Class
(continued)
Band 25	30,260.610	$ 12.17	$ 368,272
Band 26	92,749.333	13.14	1,218,726
Band 27	45,751.979	12.92	591,116
Band 28	26,986.665	12.80	345,429
Band 29	101,624.813	12.77	1,297,749
Band 30	25,408.213	12.55	318,873
Band 31	22,655.891	12.44	281,839
Band 34	244.030	11.99	2,926
Band 38	177,646.106	9.85	1,749,814
Band 41	31,435.591	12.55	394,517
Band 42	15,537.842	12.41	192,825
Band 43	86,745.086	12.30	1,066,965
Band 44	2,826.902	12.05	34,064
Band 45	9,519.874	11.78	112,144
Band 46	1,769,497.470	10.98	19,429,082
Band 47	373,453.441	10.89	4,066,908
Band 50	21,145.431	9.56	202,150
Band 51	6,255.112	9.45	59,111
Band 52	5,141.844	9.68	49,773
Band 54	1,287.344	9.49	12,217
Band 55	5,880.248	9.64	56,686
Band 56	241,364.384	7.08	1,708,860
Band 57	16,549.954	7.00	115,850
Band 59	4,944.722	6.93	34,267
Band 60	583.338	7.02	4,095
	40,956,994.228		$ 460,352,601
ING Janus Contrarian Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	188,257.650	$ 18.21	$ 3,428,172
Band 7	1,234.152	18.14	22,388
Band 10	185,839.361	17.87	3,320,949
Band 11	712.838	17.81	12,696
Band 12	66,898.604	17.74	1,186,781
Band 13	5,496.170	11.12	61,117
Band 14	67,162.208	12.23	821,394
Band 15	228,404.357	12.19	2,784,249
Band 17	93,957.386	12.08	1,135,005
Band 20	374,417.865	17.61	6,593,499
Band 46	228,889.081	10.89	2,492,602
	1,441,269.672		$ 21,858,852

189

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
Currently payable annuity contracts:	173.625	$ 21.68	$ 3,764
Contracts in accumulation period:
Band 1	8,357.909	22.21	185,629
Band 2	148,784.278	21.68	3,225,643
Band 3	3,633.246	20.79	75,535
Band 4	157,197.515	21.05	3,309,008
Band 5	91,156.627	20.92	1,906,997
Band 6	4,884,446.079	20.67	100,961,500
Band 7	2,201,063.564	20.55	45,231,856
Band 8	3,369,046.131	20.30	68,391,636
Band 9	320,771.721	20.18	6,473,173
Band 10	5,464,963.036	20.06	109,627,159
Band 11	1,305,782.358	19.94	26,037,300
Band 12	304,281.246	19.82	6,030,854
Band 13	2,344,576.401	19.70	46,188,155
Band 14	3,118,848.346	19.46	60,692,789
Band 15	2,406,493.510	19.34	46,541,584
Band 16	259,041.823	19.11	4,950,289
Band 17	3,272,082.641	19.00	62,169,570
Band 18	46,296.852	18.88	874,085
Band 19	177,230.877	18.65	3,305,356
Band 20	952,923.477	19.58	18,658,242
Band 21	114,793.552	19.23	2,207,480
Band 25	14,166.711	21.95	310,959
Band 26	140,300.465	20.84	2,923,862
Band 27	39,652.538	20.54	814,463
Band 28	39,701.342	20.40	809,907
Band 29	180,351.712	20.35	3,670,157
Band 30	24,363.406	20.06	488,730
Band 31	18,896.488	19.91	376,229
Band 33	81.425	19.45	1,584
Band 35	84,690.301	8.95	757,978
Band 36	31,324.222	8.92	279,412
Band 37	8,444.854	8.90	75,159
Band 38	712,822.085	14.93	10,642,434
Band 39	308,727.840	8.88	2,741,503
Band 40	58,502.791	8.86	518,335
Band 41	29,483.918	20.07	591,742
Band 42	11,812.599	19.88	234,834
Band 43	49,077.297	19.73	968,295
Band 44	143.178	19.40	2,778
Band 45	3,198.558	19.26	61,604
Band 46	1,925,348.849	20.18	38,853,540
Band 47	231,109.105	20.02	4,626,804
Band 50	16,903.378	14.59	246,620
Band 51	1,970.949	14.44	28,461
Band 52	663.377	14.77	9,798

190

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class (continued)
Band 53	735.921	$ 14.64	$ 10,774
Band 54	3,637.108	14.49	52,702
Band 55	4,298.187	14.72	63,269
Band 56	604,382.935	8.41	5,082,860
Band 57	24,456.417	8.32	203,477
Band 59	4,022.493	8.23	33,105
Band 60	2,331.730	8.34	19,447
	35,527,546.993		$ 692,548,426
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	269,685.313	$ 31.84	$ 8,586,780
Band 7	6,643.089	31.72	210,719
Band 8	271.989	31.48	8,562
Band 10	155,212.148	31.25	4,850,380
Band 11	5,404.433	31.14	168,294
Band 12	38,972.912	31.02	1,208,940
Band 13	6,473.922	20.43	132,262
Band 14	69,156.875	21.24	1,468,892
Band 15	232,131.589	21.18	4,916,547
Band 17	44,924.811	20.99	942,972
Band 20	246,504.262	30.79	7,589,866
Band 46	162,620.068	20.02	3,255,654
	1,238,001.411		$ 33,339,868
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Band 2	5,214.028	$ 13.14	$ 68,512
Band 3	2,812.012	12.79	35,966
Band 4	65,390.912	12.89	842,889
Band 5	36,313.225	12.84	466,262
Band 6	1,657,418.723	12.74	21,115,515
Band 7	1,196,489.987	12.69	15,183,458
Band 8	674,535.176	12.59	8,492,398
Band 9	148,286.307	12.54	1,859,510
Band 10	1,722,690.430	12.49	21,516,403
Band 11	400,912.543	12.45	4,991,361
Band 12	155,529.940	12.40	1,928,571
Band 13	1,010,424.661	12.35	12,478,745
Band 14	1,431,537.144	12.25	17,536,330
Band 15	638,318.268	12.21	7,793,866
Band 16	70,511.495	12.11	853,894
Band 17	930,424.488	12.06	11,220,919
Band 18	20,020.062	12.02	240,641
Band 19	65,498.029	11.92	780,737
Band 20	462,992.583	12.30	5,694,809
Band 21	103,300.507	12.16	1,256,134

191

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class (continued)
Band 25	12,495.152	$ 13.24	$ 165,436
Band 26	104,806.269	13.19	1,382,395
Band 27	36,908.396	12.89	475,749
Band 28	43,266.025	12.74	551,209
Band 29	37,517.742	12.69	476,100
Band 30	16,903.706	12.39	209,437
Band 31	14,493.874	12.25	177,550
Band 34	334.967	11.65	3,902
Band 38	63,436.321	9.52	603,914
Band 41	27,409.616	13.24	362,903
Band 42	26,077.458	13.07	340,832
Band 43	62,102.502	12.94	803,606
Band 44	12,219.393	11.12	135,880
Band 45	5,442.748	10.87	59,163
Band 46	1,182,381.310	9.71	11,480,923
Band 47	139,792.553	9.63	1,346,202
Band 51	6,068.616	9.20	55,831
Band 54	888.736	9.23	8,203
Band 55	6,096.500	9.38	57,185
Band 56	50,843.763	9.45	480,474
Band 57	612.729	9.35	5,729
Band 60	485.799	9.37	4,552
	12,649,204.695		$ 153,544,095
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	466,172.276	$ 15.23	$ 7,099,804
Band 7	876.636	15.17	13,299
Band 10	345,551.928	14.95	5,166,001
Band 11	18,573.557	14.89	276,560
Band 12	116,141.850	14.84	1,723,545
Band 13	4,793.395	9.82	47,071
Band 14	93,491.835	11.42	1,067,677
Band 15	316,499.701	11.38	3,601,767
Band 17	191,505.495	11.28	2,160,182
Band 20	670,538.735	14.73	9,877,036
Band 46	332,442.881	9.62	3,198,101
	2,556,588.289		$ 34,231,043

192

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Limited Maturity Bond Portfolio - Service Class
Currently payable annuity contracts:	712.373	$ 24.67	$ 17,574
Contracts in accumulation period:
Band 1	5,299.090	25.73	136,346
Band 2	217,494.655	24.67	5,365,593
Band 3	911.308	22.90	20,869
Band 4	62,475.736	23.45	1,465,056
Band 5	52,880.734	23.14	1,223,660
Band 6	738,091.055	22.72	16,769,429
Band 7	818,081.909	22.41	18,333,216
Band 8	451,036.193	22.01	9,927,307
Band 9	106,622.670	21.71	2,314,778
Band 10	223,473.315	21.48	4,800,207
Band 11	811,294.138	21.29	17,272,452
Band 12	176,680.417	21.03	3,715,589
Band 13	653,703.866	20.81	13,603,577
Band 14	570,685.143	20.37	11,624,856
Band 16	12,812.481	19.76	253,175
Band 17	85,437.206	19.55	1,670,297
Band 18	9,740.805	19.34	188,387
Band 19	26,264.107	18.93	497,180
Band 20	137,917.726	20.62	2,843,864
Band 21	45,313.616	19.97	904,913
Band 24	166.830	27.44	4,578
Band 25	19,518.593	25.22	492,259
Band 49	31,370.458	10.44	327,508
	5,257,984.424		$ 113,772,670
ING Liquid Assets Portfolio - Service Class
Currently payable annuity contracts:	643.565	$ 18.40	$ 11,842
Contracts in accumulation period:
Band 1	44,078.139	19.20	846,300
Band 2	252,413.338	18.40	4,644,405
Band 3	26,594.218	17.09	454,495
Band 4	823,110.980	17.48	14,387,980
Band 5	271,695.733	17.22	4,678,601
Band 6	11,578,123.400	16.94	196,133,410
Band 7	7,031,808.747	16.68	117,290,570
Band 8	6,925,002.841	16.41	113,639,297
Band 9	1,514,942.939	16.16	24,481,478
Band 10	12,290,462.190	15.99	196,524,490
Band 11	6,266,485.396	15.87	99,449,123
Band 12	1,166,415.909	15.65	18,254,409
Band 13	8,928,514.366	15.49	138,302,688
Band 14	9,071,926.158	15.16	137,530,401
Band 15	4,944,632.823	15.05	74,416,724
Band 16	899,422.504	14.73	13,248,493
Band 17	5,813,592.049	14.57	84,704,036
Band 18	64,998.813	14.42	937,283

193

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Liquid Assets Portfolio - Service Class (continued)
Band 19	264,635.969	$ 14.11	$ 3,734,014
Band 20	1,956,516.977	15.37	30,071,666
Band 21	550,658.048	14.89	8,199,298
Band 25	62,373.688	18.80	1,172,625
Band 26	1,483,805.476	18.60	27,598,782
Band 27	752,282.300	17.46	13,134,849
Band 28	404,584.276	16.91	6,841,520
Band 29	1,467,202.538	16.73	24,546,298
Band 30	515,966.157	15.69	8,095,509
Band 31	229,816.228	15.20	3,493,207
Band 32	11,833.209	14.29	169,097
Band 33	66.063	13.70	905
Band 34	160.437	13.27	2,129
Band 35	162,062.061	19.41	3,145,625
Band 36	33,939.722	18.60	631,279
Band 37	21,105.589	18.02	380,323
Band 38	1,800,378.983	11.01	19,822,173
Band 39	134,423.270	10.87	1,461,181
Band 40	120,762.656	10.76	1,299,406
Band 41	282,284.425	10.50	2,963,986
Band 42	45,325.507	10.36	469,572
Band 43	378,665.102	10.26	3,885,104
Band 44	7,137.314	10.15	72,444
Band 45	25,312.100	10.06	254,640
Band 46	4,220,452.452	10.38	43,808,296
Band 47	968,347.721	10.30	9,973,982
Band 49	1,077,845.365	10.48	11,295,819
Band 50	3,732.355	10.38	38,742
Band 51	86,006.267	10.27	883,284
Band 52	48,006.381	10.51	504,547
Band 55	36,451.486	10.47	381,647
Band 56	2,476,616.221	10.03	24,840,461
Band 57	161,282.363	9.92	1,599,921
Band 59	26,143.125	9.82	256,725
Band 60	22,494.454	9.94	223,595
	97,753,540.393		$ 1,495,188,676




194

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Liquid Assets Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	709,985.540	$ 10.58	$ 7,511,647
Band 7	5,192.618	10.54	54,730
Band 8	648.815	10.46	6,787
Band 10	453,191.882	10.38	4,704,132
Band 11	18,621.733	10.35	192,735
Band 12	134,286.714	10.31	1,384,496
Band 13	6,396.358	10.53	67,354
Band 14	117,578.830	10.38	1,220,468
Band 15	397,380.603	10.35	4,112,889
Band 17	203,221.250	10.26	2,085,050
Band 20	830,408.016	10.23	8,495,074
Band 46	241,207.767	10.31	2,486,852
	3,118,120.126		$ 32,322,214
ING Lord Abbett Affiliated Portfolio - Service Class
Contracts in accumulation period:
Band 2	2,933.907	$ 10.69	$ 31,363
Band 3	775.331	10.32	8,001
Band 4	33,800.835	10.43	352,543
Band 5	57,810.444	10.37	599,494
Band 6	527,747.216	10.27	5,419,964
Band 7	746,619.246	10.22	7,630,449
Band 8	242,521.710	10.12	2,454,320
Band 9	138,971.101	10.06	1,398,049
Band 10	663,614.510	10.01	6,642,781
Band 11	490,414.671	9.96	4,884,530
Band 12	213,394.461	9.91	2,114,739
Band 13	470,257.542	9.86	4,636,739
Band 14	1,089,573.215	9.76	10,634,235
Band 15	91,954.870	9.72	893,801
Band 16	18,673.854	9.62	179,642
Band 17	304,230.266	9.57	2,911,484
Band 18	18,393.351	9.52	175,105
Band 19	89,768.066	9.42	845,615
Band 20	255,291.854	9.81	2,504,413
Band 21	149,430.059	9.67	1,444,989
Band 25	10,104.497	10.80	109,129
Band 26	22,542.560	11.24	253,378
Band 27	7,567.491	11.03	83,469
Band 28	3,173.603	10.92	34,656
Band 29	15,318.953	10.89	166,823
Band 30	5,926.157	10.68	63,291
Band 31	17,751.820	10.57	187,637
Band 38	1,029.470	8.59	8,843
Band 41	1,916.258	10.68	20,466
Band 42	2,943.030	10.55	31,049
Band 43	7,858.708	10.44	82,045

195

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Lord Abbett Affiliated Portfolio - Service Class
(continued)
Band 44	176.733	$ 9.24	$ 1,633
Band 46	85,010.807	8.79	747,245
Band 47	16,286.958	8.73	142,185
Band 55	2,234.556	8.46	18,904
	5,806,018.110		$ 57,713,009
ING Lord Abbett Affiliated Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	28,439.735	$ 12.29	$ 349,524
Band 7	639.754	12.24	7,831
Band 10	36,763.595	12.06	443,369
Band 12	4,040.134	11.97	48,360
Band 14	11,092.564	9.19	101,941
Band 15	12,685.567	9.17	116,327
Band 17	5,068.737	9.09	46,075
Band 20	49,871.392	11.88	592,472
Band 46	32,627.691	8.73	284,840
	181,229.169		$ 1,990,739
ING Marsico Growth Portfolio - Service Class
Contracts in accumulation period:
Band 1	3,692.315	$ 15.53	$ 57,342
Band 2	117,606.470	15.10	1,775,858
Band 3	3,301.697	14.38	47,478
Band 4	161,520.485	14.59	2,356,584
Band 5	136,576.522	14.49	1,978,994
Band 6	4,446,996.346	14.29	63,547,578
Band 7	3,055,301.390	14.19	43,354,727
Band 8	3,110,065.127	13.99	43,509,811
Band 9	853,308.325	13.89	11,852,453
Band 10	3,803,719.933	13.80	52,491,335
Band 11	4,163,267.996	13.70	57,036,772
Band 12	678,195.099	13.61	9,230,235
Band 13	2,868,360.190	13.51	38,751,546
Band 14	3,726,638.360	13.32	49,638,823
Band 15	1,091,474.746	13.23	14,440,211
Band 16	137,379.679	13.05	1,792,805
Band 17	1,728,520.362	12.95	22,384,339
Band 18	37,987.608	12.86	488,521
Band 19	167,068.605	12.68	2,118,430
Band 20	1,070,424.499	13.42	14,365,097
Band 21	231,934.960	13.14	3,047,625
Band 25	51,485.320	15.32	788,755
Band 26	155,589.747	10.77	1,675,702
Band 27	16,197.656	10.59	171,533
Band 28	11,741.333	10.49	123,167
Band 29	77,945.338	10.46	815,308

196

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Marsico Growth Portfolio - Service Class
(continued)
Band 30	12,654.559	$ 10.28	$ 130,089
Band 31	8,389.944	10.20	85,577
Band 38	96,409.301	9.26	892,750
Band 41	9,479.766	10.29	97,547
Band 42	1,245.264	10.17	12,664
Band 43	67,630.397	10.08	681,714
Band 44	179.905	9.88	1,777
Band 45	7,798.663	9.71	75,725
Band 46	1,834,544.313	9.10	16,694,353
Band 47	225,966.978	9.03	2,040,482
Band 50	639.916	9.06	5,798
Band 52	435.390	9.18	3,997
Band 53	1,015.144	9.09	9,228
Band 56	230,078.808	7.95	1,829,127
Band 57	12,585.457	7.86	98,922
Band 59	6,819.415	7.78	53,055
	34,422,173.328		$ 460,553,834
ING Marsico Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	273,033.287	$ 13.16	$ 3,593,118
Band 7	13,777.523	13.11	180,623
Band 10	197,229.770	12.92	2,548,209
Band 11	3,802.044	12.87	48,932
Band 12	95,589.466	12.82	1,225,457
Band 13	5,097.729	9.23	47,052
Band 14	61,385.185	9.97	612,010
Band 15	178,966.147	9.94	1,778,924
Band 17	43,278.073	9.85	426,289
Band 20	424,612.429	12.73	5,405,316
Band 46	178,788.646	9.04	1,616,249
	1,475,560.299		$ 17,482,179

197

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Marsico International Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Band 2	10,623.235	$ 12.42	$ 131,941
Band 4	89,628.955	12.28	1,100,644
Band 5	64,949.539	12.25	795,632
Band 6	1,998,237.874	12.19	24,358,520
Band 7	1,045,341.049	12.16	12,711,347
Band 8	989,793.459	12.11	11,986,399
Band 9	149,242.294	12.08	1,802,847
Band 10	2,444,514.817	12.05	29,456,404
Band 11	559,482.254	12.02	6,724,977
Band 12	200,318.550	11.99	2,401,819
Band 13	1,037,305.389	11.96	12,406,172
Band 14	1,597,899.175	11.91	19,030,979
Band 15	899,945.241	11.88	10,691,349
Band 16	104,722.030	11.82	1,237,814
Band 17	1,212,113.472	11.79	14,290,818
Band 18	11,245.914	11.76	132,252
Band 19	47,970.798	11.71	561,738
Band 20	516,453.677	11.93	6,161,292
Band 21	162,705.759	11.85	1,928,063
Band 25	28,329.604	12.48	353,553
Band 26	97,947.269	12.45	1,219,443
Band 27	17,094.372	12.28	209,919
Band 28	11,193.530	12.19	136,449
Band 29	37,044.763	12.16	450,464
Band 30	10,376.606	11.99	124,416
Band 31	14,352.679	11.90	170,797
Band 35	17,171.502	7.35	126,211
Band 38	152,027.906	9.87	1,500,515
Band 39	53,609.619	7.29	390,814
Band 40	2,839.398	7.28	20,671
Band 41	16,482.380	11.99	197,624
Band 42	3,857.699	11.88	45,829
Band 43	19,486.707	11.80	229,943
Band 45	3,726.871	11.51	42,896
Band 46	830,080.622	11.74	9,745,147
Band 47	114,811.639	11.65	1,337,556
Band 50	14,212.468	9.60	136,440
Band 51	5,134.648	9.50	48,779
Band 52	1,147.868	9.72	11,157
Band 55	3,668.372	9.68	35,510
Band 56	188,261.183	7.20	1,355,481
Band 57	7,167.087	7.12	51,030
Band 59	5,493.339	7.04	38,673
	14,798,011.612		$ 175,890,324

198

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 1	4,530.625	$ 27.18	$ 123,142
Band 2	58,012.488	26.36	1,529,209
Band 3	2,110.277	24.98	52,715
Band 4	222,308.994	25.37	5,639,979
Band 5	171,112.059	25.18	4,308,602
Band 6	4,421,884.942	24.80	109,662,747
Band 7	3,182,051.155	24.60	78,278,458
Band 8	2,710,245.542	24.22	65,642,147
Band 9	548,065.358	24.04	13,175,491
Band 10	3,389,866.763	23.85	80,848,322
Band 11	3,747,180.865	23.67	88,695,771
Band 12	1,002,839.803	23.49	23,556,707
Band 13	2,752,674.318	23.30	64,137,312
Band 14	3,772,669.105	22.95	86,582,756
Band 15	1,093,601.488	22.77	24,901,306
Band 16	162,808.102	22.42	3,650,158
Band 17	1,808,651.374	22.24	40,224,407
Band 18	80,892.988	22.07	1,785,308
Band 19	197,319.476	21.73	4,287,752
Band 20	1,148,612.837	23.12	26,555,929
Band 21	314,451.990	22.59	7,103,470
Band 22	373.797	25.37	9,483
Band 23	5,284.892	24.80	131,065
Band 24	243.703	28.47	6,938
Band 25	58,087.423	26.77	1,555,000
Band 26	315,850.965	26.57	8,392,160
Band 27	180,492.545	25.36	4,577,291
Band 28	65,859.762	24.78	1,632,005
Band 29	173,790.401	24.59	4,273,506
Band 30	88,165.083	23.48	2,070,116
Band 31	51,059.052	22.94	1,171,295
Band 32	1,684.355	21.93	36,938
Band 33	1,311.065	21.26	27,873
Band 34	11,840.847	20.77	245,934
Band 35	57,660.518	27.40	1,579,898
Band 36	9,219.573	26.57	244,964
Band 37	19,344.969	25.96	502,195
Band 38	360,426.521	12.53	4,516,144
Band 39	45,829.677	12.37	566,913
Band 40	11,791.879	12.25	144,451
Band 41	58,482.613	11.70	684,247
Band 42	87,877.216	11.55	1,014,982
Band 43	229,624.253	11.44	2,626,901
Band 44	29,198.756	10.50	306,587
Band 45	16,051.524	10.33	165,812
Band 46	2,024,318.595	9.91	20,060,997

199

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING MFS Total Return Portfolio - Service Class
(continued)
Band 47	440,885.926	$ 9.84	$ 4,338,318
Band 49	93,649.533	8.98	840,973
Band 50	853.746	9.98	8,520
Band 51	2,682.637	9.87	26,478
Band 55	162.660	10.07	1,638
Band 56	530,782.616	9.17	4,867,277
Band 57	36,893.323	9.07	334,622
Band 58	3,762.217	9.03	33,973
	35,805,433.191		$ 797,737,182
ING MFS Total Return Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	376,458.064	$ 12.80	$ 4,818,663
Band 7	13,955.477	12.75	177,932
Band 8	3,728.670	12.65	47,168
Band 10	389,813.657	12.56	4,896,060
Band 11	23,196.458	12.51	290,188
Band 12	205,467.176	12.47	2,562,176
Band 13	15,979.493	10.04	160,434
Band 14	92,883.849	10.59	983,640
Band 15	400,391.017	10.56	4,228,129
Band 17	190,190.329	10.47	1,991,293
Band 20	857,842.630	12.37	10,611,513
Band 46	363,138.221	9.84	3,573,280
	2,933,045.041		$ 34,340,476
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Band 2	21,266.245	$ 15.13	$ 321,758
Band 4	135,373.484	14.95	2,023,834
Band 5	23,710.753	14.92	353,764
Band 6	4,073,464.782	14.85	60,490,952
Band 7	1,617,462.683	14.81	23,954,622
Band 8	3,087,314.066	14.74	45,507,009
Band 9	268,883.322	14.71	3,955,274
Band 10	4,073,508.536	14.67	59,758,370
Band 11	1,059,649.781	14.64	15,513,273
Band 12	243,983.400	14.60	3,562,158
Band 13	1,755,807.425	14.57	25,582,114
Band 14	2,538,122.966	14.50	36,802,783
Band 15	2,474,999.044	14.46	35,788,486
Band 16	240,057.380	14.40	3,456,826
Band 17	2,993,391.931	14.36	42,985,108
Band 18	60,935.842	14.33	873,211
Band 19	107,096.628	14.26	1,527,198
Band 20	837,613.378	14.53	12,170,522
Band 21	134,110.993	14.43	1,935,222
Band 25	4,613.752	15.20	70,129

200

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING MFS Utilities Portfolio - Service Class (continued)
Band 26	193,722.409	$ 15.17	$ 2,938,769
Band 27	65,726.674	14.95	982,614
Band 28	33,319.857	14.85	494,800
Band 29	178,953.426	14.81	2,650,300
Band 30	51,116.208	14.60	746,297
Band 31	16,107.387	14.50	233,557
Band 35	24,147.926	8.69	209,845
Band 36	1,533.127	8.66	13,277
Band 38	318,951.138	12.63	4,028,353
Band 39	148,410.289	8.62	1,279,297
Band 40	14,514.827	8.59	124,682
Band 41	38,548.072	14.61	563,187
Band 42	29,198.189	14.47	422,498
Band 43	89,756.147	14.37	1,289,796
Band 44	4,373.105	14.12	61,748
Band 45	7,951.081	14.02	111,474
Band 46	1,314,356.006	14.29	18,782,147
Band 47	172,920.085	14.19	2,453,736
Band 50	3,809.805	12.36	47,089
Band 51	5,428.515	12.23	66,391
Band 52	652.169	12.51	8,159
Band 54	1,615.544	12.27	19,823
Band 55	3,811.851	12.47	47,534
Band 56	293,089.698	8.22	2,409,197
Band 57	6,968.973	8.13	56,658
Band 59	3,548.810	8.04	28,532
Band 60	415.514	8.15	3,386
	28,774,313.223		$ 416,705,759
ING Oppenheimer Active Allocation Portfolio - Service
Class
Contracts in accumulation period:
Band 6	563,862.886	$ 10.65	$ 6,005,140
Band 7	53,380.793	10.64	567,972
Band 8	152,220.363	10.63	1,618,102
Band 9	4,842.927	10.62	51,432
Band 10	782,866.327	10.61	8,306,212
Band 11	60,085.671	10.61	637,509
Band 12	6,048.064	10.60	64,109
Band 13	128,611.444	10.59	1,361,995
Band 14	42,405.852	10.58	448,654
Band 15	144,301.805	10.57	1,525,270
Band 16	11,143.748	10.56	117,678
Band 17	79,444.484	10.55	838,139
Band 18	547.171	10.54	5,767
Band 19	412.225	10.53	4,341
Band 20	36,202.940	10.58	383,027
Band 21	6,388.166	10.56	67,459

201

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Active Allocation Portfolio - Service
Class (continued)
Band 26	628.431	$ 12.98	$ 8,157
Band 27	593.066	12.95	7,680
Band 30	957.638	12.90	12,354
Band 31	1,052.860	12.89	13,571
Band 43	314.499	12.87	4,048
Band 46	102,133.104	10.53	1,075,462
Band 47	13,619.738	10.51	143,143
Band 56	22,758.154	10.68	243,057
Band 57	2,216.877	10.61	23,521
	2,217,039.233		$ 23,533,799
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Band 1	53.883	$ 14.47	$ 780
Band 2	26,852.774	13.96	374,865
Band 4	184,807.749	13.76	2,542,955
Band 5	186,391.063	13.72	2,557,285
Band 6	3,386,303.760	13.65	46,223,046
Band 7	3,043,265.760	13.61	41,418,847
Band 8	1,781,394.756	13.53	24,102,271
Band 9	459,466.901	13.49	6,198,208
Band 10	2,721,625.346	13.45	36,605,861
Band 11	2,591,192.543	13.41	34,747,892
Band 12	886,424.940	13.37	11,851,501
Band 13	2,426,606.377	13.33	32,346,663
Band 14	4,670,488.713	13.26	61,930,680
Band 15	908,646.851	13.22	12,012,311
Band 16	150,448.049	13.14	1,976,887
Band 17	1,766,268.606	13.11	23,155,781
Band 18	39,930.086	13.07	521,886
Band 19	245,520.348	12.99	3,189,309
Band 20	1,489,966.911	13.29	19,801,660
Band 21	317,554.680	13.18	4,185,371
Band 24	223.473	14.37	3,211
Band 25	31,733.356	14.04	445,536
Band 26	353,312.982	14.00	4,946,382
Band 27	115,216.879	13.76	1,585,384
Band 28	77,167.253	13.64	1,052,561
Band 29	214,385.379	13.60	2,915,641
Band 30	73,311.743	13.37	980,178
Band 31	78,581.121	13.26	1,041,986
Band 32	244.823	13.04	3,192
Band 33	884.507	12.89	11,401
Band 35	112,327.246	13.28	1,491,706
Band 36	17,364.248	13.16	228,514
Band 37	14,907.184	13.07	194,837

202

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING PIMCO High Yield Portfolio - Service Class
(continued)
Band 38	272,773.013	$ 13.13	$ 3,581,510
Band 39	50,455.264	13.00	655,918
Band 40	35,609.029	12.91	459,713
Band 41	55,449.833	13.38	741,919
Band 42	50,407.572	13.22	666,388
Band 43	123,846.253	13.11	1,623,624
Band 44	14,505.460	12.84	186,250
Band 45	13,011.013	12.73	165,630
Band 46	763,580.891	12.13	9,262,236
Band 47	135,645.155	12.04	1,633,168
Band 51	481.897	11.92	5,744
Band 55	22,613.628	12.16	274,982
Band 56	15,893.071	11.36	180,545
Band 57	224.276	11.24	2,521
Band 60	409.899	11.26	4,615
	29,927,776.544		$ 400,089,351
ING PIMCO Total Return Bond Portfolio - Service
Class
Contracts in accumulation period:
Band 1	2,469.286	$ 19.27	$ 47,583
Band 2	120,741.717	18.68	2,255,455
Band 3	3,213.278	17.70	56,875
Band 4	654,166.093	17.98	11,761,906
Band 5	348,169.474	17.84	6,211,343
Band 6	22,106,765.650	17.57	388,415,872
Band 7	9,036,504.594	17.44	157,596,640
Band 8	12,123,137.800	17.17	208,154,276
Band 9	1,652,663.263	17.04	28,161,382
Band 10	38,979,543.600	16.90	658,754,287
Band 11	7,446,561.192	16.77	124,878,831
Band 12	2,035,987.059	16.64	33,878,825
Band 13	12,599,338.500	16.52	208,141,072
Band 14	15,005,994.910	16.26	243,997,477
Band 15	11,773,902.030	16.14	190,030,779
Band 16	1,354,370.604	15.89	21,520,949
Band 17	11,617,186.750	15.76	183,086,863
Band 18	228,327.396	15.64	3,571,040
Band 19	635,850.083	15.40	9,792,091
Band 20	4,546,566.153	16.39	74,518,219
Band 21	921,982.846	16.01	14,760,945
Band 25	59,328.615	18.98	1,126,057
Band 26	1,580,125.155	18.83	29,753,757
Band 27	444,580.290	17.98	7,993,554
Band 28	143,873.257	17.56	2,526,414
Band 29	1,002,955.750	17.43	17,481,519
Band 30	417,083.735	16.64	6,940,273
Band 31	203,467.287	16.26	3,308,378

203

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING PIMCO Total Return Bond Portfolio - Service
Class (continued)
Band 32	980.988	$ 15.54	$ 15,245
Band 33	716.961	15.07	10,805
Band 34	1,084.186	14.72	15,959
Band 35	115,188.827	19.42	2,236,967
Band 36	19,578.814	18.83	368,669
Band 37	5,040.890	18.40	92,752
Band 38	1,711,392.568	14.09	24,113,521
Band 39	75,349.018	13.91	1,048,105
Band 40	33,529.036	13.78	462,030
Band 41	200,808.590	13.46	2,702,884
Band 42	186,651.977	13.29	2,480,605
Band 43	802,449.250	13.16	10,560,232
Band 44	24,999.945	12.65	316,249
Band 45	45,328.498	12.50	566,606
Band 46	17,216,895.920	12.43	214,006,016
Band 47	2,340,748.649	12.34	28,884,838
Band 50	22,196.025	12.88	285,885
Band 51	11,152.237	12.74	142,079
Band 52	5,804.847	13.04	75,695
Band 53	1,350.690	12.92	17,451
Band 55	120,734.995	12.99	1,568,348
Band 56	4,347,021.670	11.50	49,990,749
Band 57	269,516.602	11.37	3,064,404
Band 58	3,082.341	11.31	34,861
Band 59	15,576.940	11.25	175,241
Band 60	30,218.134	11.39	344,185
Band 64	6,396.913	11.14	71,262
	184,658,651.878		$ 2,982,374,305
ING PIMCO Total Return Bond Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	1,119,652.695	$ 14.04	$ 15,719,924
Band 7	59,773.312	13.99	836,229
Band 8	1,881.543	13.88	26,116
Band 10	877,332.181	13.78	12,089,637
Band 11	22,426.795	13.73	307,920
Band 12	399,811.964	13.68	5,469,428
Band 13	5,129.527	12.59	64,581
Band 14	212,450.929	12.59	2,674,757
Band 15	397,374.934	12.56	4,991,029
Band 17	264,271.083	12.45	3,290,175
Band 20	1,495,512.175	13.58	20,309,055
Band 46	658,203.365	12.33	8,115,647
	5,513,820.503		$ 73,894,498

204

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Pioneer Fund Portfolio - Service Class
Contracts in accumulation period:
Band 2	801.905	$ 10.51	$ 8,428
Band 3	782.323	10.34	8,089
Band 4	37,919.164	10.39	393,980
Band 5	44,413.709	10.37	460,570
Band 6	854,149.079	10.32	8,814,818
Band 7	413,572.924	10.29	4,255,665
Band 8	176,349.188	10.24	1,805,816
Band 9	24,114.753	10.22	246,453
Band 10	529,026.887	10.20	5,396,074
Band 11	230,035.827	10.17	2,339,464
Band 12	153,889.023	10.15	1,561,974
Band 13	317,217.942	10.12	3,210,246
Band 14	708,199.100	10.08	7,138,647
Band 15	192,047.992	10.05	1,930,082
Band 16	18,698.289	10.00	186,983
Band 17	362,013.922	9.98	3,612,899
Band 18	8,372.341	9.96	83,389
Band 19	63,047.430	9.91	624,800
Band 20	321,785.003	10.10	3,250,029
Band 21	48,404.216	10.03	485,494
Band 25	3,120.984	10.56	32,958
Band 26	43,068.965	10.54	453,947
Band 27	37,521.844	10.39	389,852
Band 28	14,656.643	10.32	151,257
Band 29	8,899.726	10.29	91,578
Band 30	8,288.250	10.15	84,126
Band 31	7,846.094	10.07	79,010
Band 35	28,869.547	10.64	307,172
Band 36	4,056.117	10.54	42,751
Band 38	144,666.044	10.51	1,520,440
Band 39	17,077.732	10.42	177,950
Band 40	26,680.789	10.34	275,879
Band 41	8,711.666	10.15	88,423
Band 42	10,596.948	10.05	106,499
Band 43	22,735.911	9.98	226,904
Band 45	773.652	9.74	7,535
Band 46	144,622.222	9.93	1,436,099
Band 47	43,893.359	9.86	432,789
Band 50	528.172	9.06	4,785
Band 55	3,068.319	9.14	28,044
Band 56	24,453.675	8.39	205,166
	5,108,977.676		$ 51,957,064

205

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Pioneer Mid Cap Value Portfolio - Service Class
Currently payable annuity contracts:	3,292.864	$ 10.41	$ 34,279
Contracts in accumulation period:
Band 1	5,688.834	9.65	54,897
Band 2	662,017.294	10.41	6,891,600
Band 3	15,132.919	10.24	154,961
Band 4	215,278.196	10.29	2,215,213
Band 5	209,565.796	10.27	2,152,241
Band 6	7,406,983.972	10.22	75,699,376
Band 7	4,815,833.974	10.19	49,073,348
Band 8	3,645,386.555	10.15	37,000,674
Band 9	624,996.352	10.12	6,324,963
Band 10	6,741,283.171	10.10	68,086,960
Band 11	4,040,542.033	10.07	40,688,258
Band 12	1,113,811.046	10.05	11,193,801
Band 13	3,455,150.764	10.03	34,655,162
Band 14	7,096,384.559	9.98	70,821,918
Band 15	2,425,716.853	9.96	24,160,140
Band 16	240,950.653	9.91	2,387,821
Band 17	3,905,405.385	9.88	38,585,405
Band 18	75,743.683	9.86	746,833
Band 19	289,414.228	9.81	2,839,154
Band 20	3,593,509.169	10.00	35,935,092
Band 21	435,282.890	9.93	4,322,359
Band 25	38,487.554	10.46	402,580
Band 26	186,703.022	10.44	1,949,180
Band 27	53,431.556	10.29	549,811
Band 28	78,711.264	10.22	804,429
Band 29	112,756.304	10.19	1,148,987
Band 30	15,554.910	10.05	156,327
Band 31	16,771.351	9.98	167,378
Band 35	84,777.975	10.54	893,560
Band 36	21,278.753	10.44	222,150
Band 37	10,700.959	10.36	110,862
Band 38	861,689.108	10.41	8,970,184
Band 39	272,657.796	10.32	2,813,828
Band 40	50,579.449	10.24	517,934
Band 41	32,542.167	10.05	327,049
Band 42	48,932.007	9.96	487,363
Band 43	102,019.213	9.89	1,008,970
Band 44	23,400.431	9.72	227,452
Band 45	5,377.738	9.65	51,895
Band 46	2,596,008.375	9.84	25,544,722
Band 47	253,469.724	9.77	2,476,399
Band 50	10,270.326	9.44	96,952
Band 51	5,503.887	9.34	51,406
Band 52	320.192	9.56	3,061

206

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Pioneer Mid Cap Value Portfolio - Service Class
(continued)
Band 54	1,221.444	$ 9.37	$ 11,445
Band 55	3,321.119	9.52	31,617
Band 56	113,718.241	8.60	977,977
Band 57	1,290.452	8.51	10,982
Band 59	6,308.567	8.41	53,055
	56,025,175.074		$ 564,092,010
ING Retirement Conservative Portfolio - Adviser Class
Contracts in accumulation period:
Band 4	177,020.058	$ 8.32	$ 1,472,807
Band 5	35,527.808	8.32	295,591
Band 6	5,981,757.107	8.32	49,768,219
Band 7	1,878,967.059	8.31	15,614,216
Band 8	2,936,003.463	8.31	24,398,189
Band 9	739,059.384	8.31	6,141,583
Band 10	9,235,049.899	8.31	76,743,265
Band 11	2,377,555.350	8.31	19,757,485
Band 12	363,340.220	8.31	3,019,357
Band 13	2,703,689.387	8.31	22,467,659
Band 14	4,001,873.930	8.31	33,255,572
Band 15	4,777,186.535	8.31	39,698,420
Band 16	375,196.928	8.30	3,114,135
Band 17	3,962,575.789	8.30	32,889,379
Band 18	101,490.506	8.30	842,371
Band 19	62,202.486	8.30	516,281
Band 20	958,878.078	8.31	7,968,277
Band 21	152,049.335	8.30	1,262,009
Band 26	95,905.457	8.32	797,933
Band 27	62,442.411	8.32	519,521
Band 28	25,677.805	8.32	213,639
Band 29	41,508.558	8.31	344,936
Band 30	11,998.677	8.31	99,709
Band 31	5,517.554	8.31	45,851
Band 38	327,307.891	8.32	2,723,202
Band 41	22,742.492	8.31	188,990
Band 42	685.217	8.31	5,694
Band 43	116,720.258	8.30	968,778
Band 46	4,249,497.187	8.30	35,270,827
Band 47	480,746.208	8.30	3,990,194
Band 55	7,427.824	8.31	61,725
Band 56	1,740,778.668	8.32	14,483,279
Band 57	183,415.812	8.31	1,524,185
	48,191,795.341		$ 400,463,278




207

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Retirement Growth Portfolio - Adviser Class
Contracts in accumulation period:
Band 2	22,580.606	$ 9.38	$ 211,806
Band 4	2,496,596.701	9.38	23,418,077
Band 5	139,459.203	9.37	1,306,733
Band 6	79,472,323.490	9.37	744,655,671
Band 7	12,837,061.860	9.37	120,283,270
Band 8	44,077,032.390	9.37	413,001,793
Band 9	5,062,790.202	9.37	47,438,344
Band 10	98,222,251.470	9.37	920,342,496
Band 11	10,541,769.680	9.37	98,776,382
Band 12	1,317,405.704	9.37	12,344,091
Band 13	27,999,678.920	9.36	262,076,995
Band 14	33,987,766.670	9.36	318,125,496
Band 15	44,762,701.090	9.36	418,978,882
Band 16	2,823,928.141	9.36	26,431,967
Band 17	46,107,119.680	9.36	431,562,640
Band 18	65,376.802	9.36	611,927
Band 19	1,001,792.388	9.36	9,376,777
Band 20	11,143,360.170	9.36	104,301,851
Band 21	2,682,985.476	9.36	25,112,744
Band 26	1,279,078.221	9.38	11,997,754
Band 27	532,728.781	9.38	4,996,996
Band 28	276,321.003	9.37	2,589,128
Band 29	670,674.123	9.37	6,284,217
Band 30	327,572.180	9.37	3,069,351
Band 31	97,900.054	9.36	916,345
Band 32	1,803.705	9.36	16,883
Band 38	3,290,023.450	9.38	30,860,420
Band 41	795,067.112	9.37	7,449,779
Band 42	135,250.573	9.36	1,265,945
Band 43	2,154,914.557	9.36	20,170,000
Band 44	6,381.049	9.35	59,663
Band 45	63,012.380	9.35	589,166
Band 46	36,726,556.240	9.36	343,760,566
Band 47	3,683,496.429	9.35	34,440,692
Band 50	343,711.241	9.36	3,217,137
Band 51	119,374.962	9.36	1,117,350
Band 52	559.869	9.37	5,246
Band 53	3,700.378	9.37	34,673
Band 55	274,467.543	9.37	2,571,761
Band 56	8,481,818.349	9.38	79,559,456
Band 57	66,240.191	9.37	620,671
Band 58	6,769.636	9.36	63,364
Band 59	94,422.355	9.36	883,793
Band 62	21,389.207	9.36	200,203
Band 64	8,328.464	9.36	77,954
	484,225,542.695		$ 4,535,176,455

208

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Retirement Moderate Growth Portfolio - Adviser
Class
Contracts in accumulation period:
Band 2	58,935.549	$ 9.64	$ 568,139
Band 4	2,859,153.885	9.63	27,533,652
Band 5	64,028.398	9.63	616,593
Band 6	48,787,780.740	9.63	469,826,329
Band 7	9,436,744.242	9.63	90,875,847
Band 8	25,122,621.420	9.63	241,930,844
Band 9	5,736,069.443	9.63	55,238,349
Band 10	70,210,170.410	9.63	676,123,941
Band 11	9,960,272.503	9.63	95,917,424
Band 12	746,997.379	9.62	7,186,115
Band 13	14,888,748.830	9.62	143,229,764
Band 14	23,599,315.240	9.62	227,025,413
Band 15	27,731,126.720	9.62	266,773,439
Band 16	2,018,819.001	9.62	19,421,039
Band 17	25,349,683.230	9.62	243,863,953
Band 18	83,117.679	9.62	799,592
Band 19	741,694.900	9.61	7,127,688
Band 20	7,294,923.040	9.62	70,177,160
Band 21	2,606,551.952	9.62	25,075,030
Band 26	985,235.970	9.64	9,497,675
Band 27	584,385.742	9.63	5,627,635
Band 28	266,145.561	9.63	2,562,982
Band 29	934,030.450	9.63	8,994,713
Band 30	397,266.553	9.62	3,821,704
Band 31	120,944.580	9.62	1,163,487
Band 34	5,452.354	9.61	52,397
Band 38	2,914,161.987	9.64	28,092,522
Band 41	429,195.205	9.62	4,128,858
Band 42	147,706.428	9.62	1,420,936
Band 43	1,860,585.565	9.62	17,898,833
Band 44	2,672.020	9.61	25,678
Band 45	247,211.690	9.61	2,375,704
Band 46	24,379,245.800	9.62	234,528,345
Band 47	2,239,685.759	9.61	21,523,380
Band 50	98,435.905	9.62	946,953
Band 51	52,822.574	9.62	508,153
Band 52	6,119.097	9.63	58,927
Band 53	6,854.684	9.63	66,011
Band 55	158,365.054	9.63	1,525,055
Band 56	9,605,014.855	9.64	92,592,343
Band 57	113,247.296	9.63	1,090,571
Band 58	29,083.808	9.62	279,786
Band 59	21,969.680	9.61	211,129
Band 60	2,385.162	9.63	22,969
Band 62	6,045.674	9.62	58,159
Band 64	24,710.172	9.62	237,712
	322,935,734.186		$ 3,108,622,928

209

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Retirement Moderate Portfolio - Adviser Class
Contracts in accumulation period:
Band 2	20,856.836	$ 9.87	$ 205,857
Band 4	1,531,154.246	9.86	15,097,181
Band 5	54,725.385	9.86	539,592
Band 6	25,879,317.380	9.86	255,170,069
Band 7	6,824,537.187	9.86	67,289,937
Band 8	13,291,121.090	9.86	131,050,454
Band 9	3,745,705.590	9.86	36,932,657
Band 10	36,618,476.940	9.86	361,058,183
Band 11	6,380,868.547	9.85	62,851,555
Band 12	958,263.431	9.85	9,438,895
Band 13	9,835,816.956	9.85	96,882,797
Band 14	13,586,124.360	9.85	133,823,325
Band 15	13,459,100.460	9.85	132,572,140
Band 16	1,381,170.808	9.85	13,604,532
Band 17	13,018,645.770	9.85	128,233,661
Band 18	40,130.451	9.85	395,285
Band 19	889,779.820	9.84	8,755,433
Band 20	5,966,131.945	9.85	58,766,400
Band 21	1,965,109.137	9.85	19,356,325
Band 26	961,001.260	9.87	9,485,082
Band 27	596,470.583	9.86	5,881,200
Band 28	132,099.636	9.86	1,302,502
Band 29	651,120.157	9.86	6,420,045
Band 30	329,628.543	9.85	3,246,841
Band 31	150,309.307	9.85	1,480,547
Band 32	5,122.963	9.84	50,410
Band 34	13,532.687	9.84	133,162
Band 38	1,820,199.569	9.87	17,965,370
Band 41	242,682.544	9.85	2,390,423
Band 42	116,934.473	9.85	1,151,805
Band 43	1,519,505.755	9.85	14,967,132
Band 45	31,260.879	9.84	307,607
Band 46	14,101,197.380	9.84	138,755,782
Band 47	1,842,612.570	9.84	18,131,308
Band 51	73,893.509	9.85	727,851
Band 52	23,989.996	9.86	236,541
Band 53	18,382.058	9.85	181,063
Band 55	71,812.024	9.86	708,067
Band 56	7,871,000.946	9.87	77,686,779
Band 57	76,943.370	9.85	757,892
Band 58	2,153.313	9.85	21,210
Band 59	15,966.618	9.84	157,112
Band 60	53,406.297	9.86	526,586
Band 64	47,720.789	9.85	470,050
	186,215,983.565		$ 1,835,166,645

210

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
Currently payable annuity contracts:	6,563.445	$ 50.06	$ 328,566
Contracts in accumulation period:
Band 1	14,732.578	52.21	769,188
Band 2	261,315.064	50.06	13,081,432
Band 3	10,790.484	46.48	501,542
Band 4	219,556.159	47.55	10,439,895
Band 5	172,460.332	46.99	8,103,911
Band 6	8,156,297.601	46.07	375,760,630
Band 7	3,886,619.257	45.52	176,918,909
Band 8	4,481,696.157	44.63	200,018,099
Band 9	520,599.062	44.09	22,953,213
Band 10	9,553,986.926	43.63	416,840,450
Band 11	3,402,776.606	43.17	146,897,866
Band 12	1,034,928.253	42.71	44,201,786
Band 13	4,426,485.121	42.26	187,063,261
Band 14	5,180,368.175	41.37	214,311,831
Band 15	3,340,970.466	40.93	136,745,921
Band 16	402,211.652	40.07	16,116,621
Band 17	3,935,944.698	39.64	156,020,848
Band 18	114,116.970	39.22	4,475,668
Band 19	421,088.037	38.39	16,165,570
Band 20	2,013,479.193	41.81	84,183,565
Band 21	345,677.429	40.49	13,996,479
Band 25	57,161.168	51.14	2,923,222
Band 26	851,173.912	12.28	10,452,416
Band 27	322,872.312	12.10	3,906,755
Band 28	120,656.146	12.02	1,450,287
Band 29	616,265.875	11.99	7,389,028
Band 30	98,550.640	11.82	1,164,869
Band 31	61,717.810	11.73	723,950
Band 32	1,359.766	11.57	15,732
Band 34	224.972	11.38	2,560
Band 35	274,001.054	9.66	2,646,850
Band 36	53,435.187	9.62	514,046
Band 37	8,709.878	9.60	83,615
Band 38	3,320,290.724	10.96	36,390,386
Band 39	390,444.570	9.58	3,740,459
Band 40	129,951.940	9.56	1,242,341
Band 41	182,634.962	11.82	2,158,745
Band 42	36,054.667	11.71	422,200
Band 43	440,987.592	11.63	5,128,686
Band 44	47,193.942	11.43	539,427
Band 45	71,833.379	11.35	815,309
Band 46	12,156,423.260	11.31	137,489,147
Band 47	2,019,408.072	11.22	22,657,759
Band 49	378,752.947	9.48	3,590,578
Band 50	13,053.963	10.68	139,416

211

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class (continued)
Band 51	43,919.799	$ 10.57	$ 464,232
Band 52	47,903.903	10.82	518,320
Band 53	4,626.990	10.72	49,601
Band 54	4,292.894	10.61	45,548
Band 55	30,765.883	10.78	331,656
Band 56	1,839,310.048	9.76	17,951,666
Band 57	127,731.531	9.65	1,232,609
Band 58	6,370.016	9.60	61,152
Band 59	47,548.771	9.54	453,615
Band 60	90,601.858	9.67	876,120
Band 62	4,138.860	9.56	39,568
Band 64	23,150.217	9.45	218,770
	75,826,183.173		$ 2,513,725,891
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	1,054,082.832	$ 16.31	$ 17,192,091
Band 7	1,158.480	16.25	18,825
Band 10	735,032.588	16.01	11,767,872
Band 11	12,954.147	15.96	206,748
Band 12	484,547.270	15.90	7,704,302
Band 13	4,564.531	11.45	52,264
Band 14	170,855.366	12.65	2,161,320
Band 15	727,309.754	12.61	9,171,376
Band 17	261,107.694	12.50	3,263,846
Band 20	1,419,849.556	15.78	22,405,226
Band 46	839,113.684	11.22	9,414,856
	5,710,575.902		$ 83,358,726
ING T. Rowe Price Equity Income Portfolio - Service
Class
Currently payable annuity contracts:	5,246.510	$29.69 to $30.97	$ 155,947
Contracts in accumulation period:
Band 1	48,312.364	30.97	1,496,234
Band 2	620,674.924	29.69	18,427,838
Band 3	6,789.474	27.56	187,118
Band 4	157,776.931	28.20	4,449,309
Band 5	106,678.456	27.87	2,973,129
Band 6	3,153,961.265	27.32	86,166,222
Band 7	2,517,735.105	27.00	67,978,848
Band 8	1,703,061.009	26.47	45,080,025
Band 9	267,380.830	26.15	6,992,009
Band 10	2,949,818.061	25.87	76,311,793
Band 11	2,038,277.555	25.60	52,179,905
Band 12	601,837.628	25.33	15,244,547
Band 13	1,863,853.705	25.06	46,708,174
Band 14	3,248,846.673	24.53	79,694,209
Band 15	923,809.280	24.27	22,420,851
Band 16	123,909.560	23.76	2,944,091

212

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Equity Income Portfolio - Service
Class (continued)
Band 17	1,628,920.348	$ 23.51	$ 38,295,917
Band 18	54,764.794	23.26	1,273,829
Band 19	182,388.000	22.77	4,152,975
Band 20	1,191,045.244	24.80	29,537,922
Band 21	240,199.147	24.02	5,769,584
Band 24	42.500	32.99	1,402
Band 25	32,102.937	30.33	973,682
Band 26	303,467.504	10.97	3,329,039
Band 27	95,005.929	10.78	1,024,164
Band 28	58,829.313	10.69	628,885
Band 29	170,972.297	10.66	1,822,565
Band 30	62,823.645	10.47	657,764
Band 31	21,599.026	10.38	224,198
Band 33	367.348	10.09	3,707
Band 35	34,506.288	10.25	353,689
Band 36	15,718.029	10.15	159,538
Band 37	56,995.820	10.08	574,518
Band 38	539,838.793	10.12	5,463,169
Band 39	96,535.974	10.03	968,256
Band 40	63,325.207	9.96	630,719
Band 41	30,362.294	10.48	318,197
Band 42	57,879.897	10.36	599,636
Band 43	129,247.247	10.27	1,327,369
Band 44	9,756.398	10.06	98,149
Band 45	4,741.391	9.89	46,892
Band 46	1,974,299.784	9.35	18,459,703
Band 47	271,136.761	9.28	2,516,149
Band 50	2,118.177	8.99	19,042
Band 51	6,569.212	8.90	58,466
Band 52	2,824.851	9.11	25,734
Band 55	1,054.218	9.07	9,562
Band 56	476,075.119	8.26	3,932,380
Band 57	140.400	8.17	1,147
Band 60	413.990	8.18	3,386
	28,154,037.212		$ 652,671,583
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	404,604.444	$ 12.99	$ 5,255,812
Band 8	574.006	12.85	7,376
Band 10	252,739.977	12.76	3,224,962
Band 11	29,238.555	12.71	371,622
Band 12	113,260.231	12.66	1,433,875
Band 14	47,817.317	10.30	492,518
Band 15	174,114.838	10.27	1,788,159
Band 17	87,875.563	10.18	894,573
Band 20	557,445.695	12.57	7,007,092
Band 46	211,886.222	9.28	1,966,304
	1,879,556.848		$ 22,442,293

213

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Templeton Global Growth Portfolio - Service Class
Currently payable annuity contracts:	933.162	$ 22.21	$ 20,726
Contracts in accumulation period:
Band 1	4,208.371	22.99	96,750
Band 2	327,310.988	22.21	7,269,577
Band 3	7,238.561	20.91	151,358
Band 4	123,651.489	21.26	2,628,831
Band 5	68,506.649	21.05	1,442,065
Band 6	1,694,620.944	20.71	35,095,600
Band 7	1,427,682.739	20.50	29,267,496
Band 8	1,571,330.990	20.18	31,709,459
Band 9	308,065.201	19.97	6,152,062
Band 10	1,778,534.689	19.80	35,214,987
Band 11	828,442.875	19.63	16,262,334
Band 12	357,835.627	19.46	6,963,481
Band 13	1,191,388.501	19.29	22,981,884
Band 14	1,857,874.122	18.95	35,206,715
Band 15	516,157.424	18.79	9,698,598
Band 16	73,340.138	18.46	1,353,859
Band 17	1,074,690.286	18.30	19,666,832
Band 18	22,182.478	18.14	402,390
Band 19	78,638.864	17.82	1,401,345
Band 20	606,330.660	19.12	11,593,042
Band 21	169,445.838	18.62	3,155,082
Band 25	60,939.863	22.56	1,374,803
Band 26	119,982.586	11.06	1,327,007
Band 27	16,284.608	10.91	177,665
Band 28	22,195.194	10.83	240,374
Band 29	47,082.284	10.80	508,489
Band 30	5,861.631	10.65	62,426
Band 31	4,561.498	10.57	48,215
Band 32	188.827	10.43	1,969
Band 33	971.387	10.33	10,034
Band 34	69.666	10.25	714
Band 38	131,378.748	9.26	1,216,567
Band 41	48,558.888	10.65	517,152
Band 42	4,369.228	10.55	46,095
Band 43	18,289.342	10.48	191,672
Band 45	2,622.332	10.22	26,800
Band 46	979,337.403	10.04	9,832,548
Band 47	140,460.040	9.96	1,398,982
Band 50	8,293.588	9.04	74,974
Band 51	1,050.933	8.94	9,395
Band 52	1,286.511	9.15	11,772
Band 56	560,837.473	8.10	4,542,784
Band 59	2,904.439	7.93	23,032
Band 60	16,966.199	8.03	136,239
	16,282,903.264		$ 299,514,181

214

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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	53,012.607	$ 15.22	$ 806,852
Band 7	616.175	15.16	9,341
Band 10	47,017.799	14.94	702,446
Band 12	31,488.698	14.83	466,977
Band 13	5,070.909	10.18	51,622
Band 14	9,452.101	10.60	100,192
Band 15	24,413.204	10.57	258,048
Band 17	13,435.078	10.47	140,665
Band 20	115,090.394	14.72	1,694,131
Band 46	46,309.845	9.97	461,709
	345,906.810		$ 4,691,983
ING Van Kampen Global Franchise Portfolio - Service
Class
Contracts in accumulation period:
Band 1	89.232	$ 16.29	$ 1,454
Band 2	8,949.241	16.04	143,546
Band 3	609.728	15.61	9,518
Band 4	43,936.856	15.73	691,127
Band 5	34,726.715	15.67	544,168
Band 6	2,798,686.518	15.55	43,519,575
Band 7	1,119,056.531	15.49	17,334,186
Band 8	1,168,865.717	15.37	17,965,466
Band 9	118,307.857	15.31	1,811,293
Band 10	3,370,799.643	15.25	51,404,695
Band 11	535,578.973	15.19	8,135,445
Band 12	203,385.015	15.13	3,077,215
Band 13	1,082,379.372	15.08	16,322,281
Band 14	1,910,899.464	14.96	28,587,056
Band 15	1,028,933.695	14.90	15,331,112
Band 16	117,157.272	14.78	1,731,584
Band 17	1,540,299.062	14.73	22,688,605
Band 18	9,887.864	14.67	145,055
Band 19	111,544.200	14.55	1,622,968
Band 20	581,099.087	15.02	8,728,108
Band 21	114,637.737	14.84	1,701,224
Band 25	6,720.232	16.17	108,666
Band 26	122,252.722	12.60	1,540,384
Band 27	38,388.622	12.42	476,787
Band 28	16,031.022	12.34	197,823
Band 29	105,265.556	12.31	1,295,819
Band 30	16,855.822	12.13	204,461
Band 31	8,252.665	12.04	99,362
Band 38	68,042.069	11.25	765,473
Band 41	22,165.571	12.14	269,090
Band 42	442.453	12.02	5,318
Band 43	53,870.619	11.93	642,676

215

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Global Franchise Portfolio - Service
Class (continued)
Band 45	2,826.864	$ 11.65	$ 32,933
Band 46	1,592,060.655	12.47	19,852,996
Band 47	127,892.613	12.37	1,582,032
Band 50	1,984.721	10.95	21,733
Band 51	40,403.365	10.84	437,972
Band 52	427.756	11.09	4,744
Band 53	792.948	10.99	8,714
Band 55	8,619.143	11.05	95,242
Band 56	366,477.331	9.16	3,356,932
Band 57	6,425.213	9.06	58,212
Band 59	9,574.985	8.96	85,792
Band 60	603.108	9.08	5,476
	18,516,205.834		$ 272,644,318
ING Van Kampen Global Franchise Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	694,599.707	$ 16.54	$ 11,488,679
Band 7	6,392.551	16.48	105,349
Band 8	448.048	16.36	7,330
Band 10	587,447.482	16.24	9,540,147
Band 11	12,745.933	16.18	206,229
Band 12	204,361.500	16.12	3,294,307
Band 13	8,899.502	12.62	112,312
Band 14	110,442.789	13.41	1,481,038
Band 15	674,371.246	13.37	9,016,344
Band 17	239,727.052	13.25	3,176,383
Band 20	1,016,862.396	16.00	16,269,798
Band 46	502,527.977	12.36	6,211,246
	4,058,826.183		$ 60,909,162
ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class
Contracts in accumulation period:
Band 4	301.120	$ 9.81	$ 2,954
Band 5	32.231	12.14	391
Band 6	615,239.385	9.79	6,023,194
Band 7	189,724.445	9.79	1,857,402
Band 8	309,949.143	9.77	3,028,203
Band 10	1,397,934.363	9.76	13,643,839
Band 11	128,182.640	9.75	1,249,781
Band 12	7,856.588	9.75	76,602
Band 13	196,936.730	9.74	1,918,164
Band 14	285,272.875	9.73	2,775,705
Band 15	288,917.857	9.72	2,808,282
Band 16	2,230.295	9.71	21,656
Band 17	250,667.509	9.70	2,431,475
Band 18	217.877	9.69	2,111
Band 19	2,085.630	9.68	20,189

216

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class (continued)
Band 20	49,201.494	$ 9.73	$ 478,731
Band 21	10,835.223	9.71	105,210
Band 26	2,246.736	12.17	27,343
Band 29	3,738.062	12.13	45,343
Band 30	1,949.327	12.10	23,587
Band 31	10,054.067	12.09	121,554
Band 43	3,277.566	12.07	39,560
Band 46	428,010.618	9.69	4,147,423
Band 47	18,376.741	9.67	177,703
Band 56	74,805.939	9.82	734,594
	4,278,044.461		$ 41,760,996
ING Van Kampen Growth and Income Portfolio -
Service Class
Currently payable annuity contracts:	1,130.945	$ 28.22	$ 31,915
Contracts in accumulation period:
Band 1	2,504.208	29.16	73,023
Band 2	304,956.575	28.22	8,605,875
Band 3	8,484.068	26.64	226,016
Band 4	141,131.130	27.12	3,827,476
Band 5	83,097.701	26.87	2,232,835
Band 6	2,460,096.490	26.47	65,118,754
Band 7	1,374,452.567	26.21	36,024,402
Band 8	2,632,001.832	25.82	67,958,287
Band 9	244,106.105	25.57	6,241,793
Band 10	1,868,296.651	25.36	47,380,003
Band 11	2,935,212.781	25.16	73,849,954
Band 12	388,816.091	24.95	9,700,961
Band 13	1,432,519.247	24.74	35,440,526
Band 14	2,115,746.746	24.34	51,497,276
Band 15	572,850.617	24.14	13,828,614
Band 16	58,121.901	23.74	1,379,814
Band 17	771,480.220	23.55	18,168,359
Band 18	27,239.407	23.35	636,040
Band 19	72,769.852	22.97	1,671,524
Band 20	498,320.013	24.54	12,228,773
Band 21	119,973.205	23.94	2,872,159
Band 24	48.630	30.63	1,490
Band 25	21,011.145	28.69	602,810
Band 26	167,878.617	10.73	1,801,338
Band 27	111,061.603	10.57	1,173,921
Band 28	55,575.031	10.50	583,538
Band 29	113,355.450	10.47	1,186,832
Band 30	30,725.207	10.32	317,084
Band 31	25,385.117	10.25	260,197
Band 33	387.231	10.01	3,876
Band 38	55,381.970	9.53	527,790

217

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Growth and Income Portfolio -
Service Class (continued)
Band 41	13,546.918	$ 10.33	$ 139,940
Band 42	7,471.875	10.23	76,437
Band 43	28,727.493	10.16	291,871
Band 45	1,834.460	9.91	18,179
Band 46	1,344,337.776	10.04	13,497,151
Band 47	180,265.730	9.97	1,797,249
Band 50	567.491	9.30	5,278
Band 51	6,208.818	9.20	57,121
Band 56	108,808.975	8.42	916,172
Band 60	2,529.672	8.35	21,123
	20,388,417.561		$ 482,273,776
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	552,747.741	$ 14.09	$ 7,788,216
Band 7	16,677.261	14.04	234,149
Band 8	899.658	13.93	12,532
Band 10	419,820.553	13.83	5,806,118
Band 11	12,094.319	13.78	166,660
Band 12	274,326.366	13.73	3,766,501
Band 13	13,390.374	10.17	136,180
Band 14	76,797.571	10.94	840,165
Band 15	350,081.459	10.91	3,819,389
Band 17	243,019.900	10.82	2,629,475
Band 20	1,593,162.105	13.63	21,714,799
Band 46	445,489.193	9.97	4,441,527
	3,998,506.500		$ 51,355,711
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
Contracts in accumulation period:
Band 2	1,084.898	$ 9.41	$ 10,209
Band 4	6,431.193	9.31	59,874
Band 5	2,676.721	9.29	24,867
Band 6	261,968.090	9.25	2,423,205
Band 7	49,947.293	9.23	461,014
Band 8	137,175.067	9.20	1,262,011
Band 9	17,155.792	9.18	157,490
Band 10	456,141.056	9.16	4,178,252
Band 11	37,042.487	9.14	338,568
Band 12	17,229.510	9.12	157,133
Band 13	165,364.732	9.10	1,504,819
Band 14	147,691.916	9.06	1,338,089
Band 15	139,383.492	9.04	1,260,027
Band 16	22,159.285	9.01	199,655
Band 17	141,822.400	8.99	1,274,983
Band 18	76.668	8.97	688
Band 19	1,395.765	8.93	12,464

218

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class (continued)
Band 20	42,774.439	$ 9.08	$ 388,392
Band 21	13,636.622	9.02	123,002
Band 25	1,138.990	9.45	10,763
Band 26	12,290.828	9.43	115,903
Band 27	3,072.522	9.31	28,605
Band 28	676.949	9.25	6,262
Band 29	9,579.186	9.23	88,416
Band 30	3,697.455	9.12	33,721
Band 31	9,728.492	9.06	88,140
Band 38	5,124.747	8.94	45,815
Band 41	663.391	9.12	6,050
Band 42	2,009.152	9.05	18,183
Band 43	2,423.600	8.99	21,788
Band 46	70,003.823	8.95	626,534
Band 47	14,237.705	8.89	126,573
Band 56	10,865.127	12.84	139,508
	1,806,669.393		$ 16,531,003
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	2,019.212	$ 9.19	$ 18,557
Band 8	744.422	9.13	6,797
Band 10	4,719.240	9.10	42,945
Band 14	2,918.149	9.00	26,263
Band 15	4,315.084	8.98	38,749
Band 17	279.175	8.93	2,493
Band 20	27,084.243	9.02	244,300
Band 46	5,007.966	8.89	44,521
	47,087.491		$ 424,625
ING Diversified International Fund - Class R
Contracts in accumulation period:
Band 35	2,310.128	$ 8.50	$ 19,636
Band 36	3,697.994	8.44	31,211
Band 38	11,076.412	8.43	93,374
Band 39	3,751.319	8.37	31,399
Band 40	3,227.468	8.33	26,885
	24,063.321		$ 202,505
ING American Century Small-Mid Cap Value
Portfolio - Service Class
Contracts in accumulation period:
Band 35	6,583.596	$ 15.24	$ 100,334
Band 36	2,949.882	15.00	44,248
Band 37	425.975	14.83	6,317
Band 38	109,588.280	16.27	1,783,001
Band 39	6,164.875	16.06	99,008
Band 40	1,125.312	15.91	17,904
	126,837.920		$ 2,050,812

219

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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	6,472.606	$ 10.30	$ 66,668
Band 4	104,383.919	10.18	1,062,628
Band 5	18,262.587	10.15	185,365
Band 6	4,248,323.149	10.10	42,908,064
Band 7	1,123,724.357	10.08	11,327,142
Band 8	2,345,939.433	10.03	23,529,773
Band 9	259,385.057	10.01	2,596,444
Band 10	5,554,100.347	9.98	55,429,921
Band 11	832,913.448	9.96	8,295,818
Band 12	187,941.844	9.94	1,868,142
Band 13	1,928,884.247	9.91	19,115,243
Band 14	2,011,323.891	9.86	19,831,654
Band 15	2,034,794.222	9.84	20,022,375
Band 16	231,793.354	9.79	2,269,257
Band 17	2,187,158.837	9.77	21,368,542
Band 18	7,598.630	9.75	74,087
Band 19	56,177.761	9.70	544,924
Band 20	720,913.567	9.89	7,129,835
Band 21	132,835.089	9.82	1,304,441
Band 26	230,323.236	10.32	2,376,936
Band 27	44,118.547	10.17	448,686
Band 28	45,984.018	10.10	464,439
Band 29	120,965.367	10.08	1,219,331
Band 30	14,337.394	9.93	142,370
Band 31	12,737.629	9.86	125,593
Band 34	229.304	9.57	2,194
Band 35	69,799.284	14.72	1,027,445
Band 36	15,558.048	14.50	225,592
Band 37	4,931.858	14.33	70,674
Band 38	667,437.964	14.44	9,637,804
Band 39	206,769.709	14.25	2,946,468
Band 40	39,511.400	14.12	557,901
Band 41	17,483.572	9.94	173,787
Band 42	27,027.684	9.84	265,952
Band 43	97,848.421	9.77	955,979
Band 44	726.975	9.61	6,986
Band 45	13,062.654	9.54	124,618
Band 46	2,278,858.999	9.72	22,150,509
Band 47	327,597.629	9.65	3,161,317
Band 50	14,750.981	8.78	129,514
Band 52	14.478	8.89	129
Band 53	816.348	8.81	7,192
Band 54	1,316.436	8.72	11,479
Band 55	10,498.699	8.86	93,018
Band 56	342,130.408	8.34	2,853,368
Band 57	8,545.815	8.25	70,503
Band 58	1,075.335	8.21	8,829
Band 59	3,490.363	8.16	28,481

220

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Baron Small Cap Growth Portfolio - Service Class
(continued)
Band 60	3,622.315	$ 8.26	$ 29,920
	28,614,497.215		$ 288,247,337
ING Columbia Small Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	8,445.180	$ 8.28	$ 69,926
Band 4	70,614.313	8.20	579,037
Band 5	18,636.878	8.19	152,636
Band 6	2,897,467.812	8.16	23,643,337
Band 7	562,710.054	8.14	4,580,460
Band 8	1,318,915.197	8.11	10,696,402
Band 9	113,610.570	8.10	920,246
Band 10	4,787,220.668	8.08	38,680,743
Band 11	604,419.095	8.07	4,877,662
Band 12	127,895.779	8.05	1,029,561
Band 13	1,385,993.638	8.04	11,143,389
Band 14	1,341,864.743	8.01	10,748,337
Band 15	1,440,440.327	7.99	11,509,118
Band 16	165,308.014	7.96	1,315,852
Band 17	1,462,453.796	7.95	11,626,508
Band 18	9,287.462	7.93	73,650
Band 19	25,827.801	7.90	204,040
Band 20	485,587.524	8.02	3,894,412
Band 21	95,296.211	7.98	760,464
Band 26	110,538.599	8.30	917,470
Band 27	47,161.472	8.20	386,724
Band 28	9,116.538	8.16	74,391
Band 29	234,663.437	8.14	1,910,160
Band 30	23,193.224	8.05	186,705
Band 31	864.914	8.01	6,928
Band 38	105,700.961	9.08	959,765
Band 41	6,841.108	8.05	55,071
Band 42	42,674.797	7.99	340,972
Band 43	59,451.947	7.95	472,643
Band 44	1,756.006	7.84	13,767
Band 45	2,027.369	7.80	15,813
Band 46	1,277,288.814	7.92	10,116,127
Band 47	357,068.100	7.87	2,810,126
Band 50	9,401.992	8.87	83,396
Band 51	744.100	8.77	6,526
Band 52	1,804.952	8.98	16,208
Band 53	1,730.757	8.90	15,404
Band 54	1,510.230	8.81	13,305
Band 55	8,776.313	8.95	78,548
Band 56	148,750.355	8.75	1,301,566
Band 57	5,114.092	8.65	44,237
Band 59	996.799	8.56	8,533
Band 60	781.706	8.67	6,777
	19,379,953.644		$ 156,346,942

221

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Davis New York Venture Portfolio - Service Class
Contracts in accumulation period:
Band 2	24,160.087	$ 9.04	$ 218,407
Band 4	157,888.885	8.94	1,411,527
Band 5	43,127.813	8.92	384,700
Band 6	3,902,576.713	8.89	34,693,907
Band 7	673,194.259	8.87	5,971,233
Band 8	2,116,674.284	8.83	18,690,234
Band 9	434,528.185	8.81	3,828,193
Band 10	7,644,431.049	8.80	67,270,993
Band 11	864,230.047	8.78	7,587,940
Band 12	150,346.627	8.76	1,317,036
Band 13	1,850,971.421	8.74	16,177,490
Band 14	2,428,355.890	8.70	21,126,696
Band 15	2,512,125.476	8.69	21,830,370
Band 16	300,132.050	8.65	2,596,142
Band 17	1,841,995.419	8.63	15,896,420
Band 18	8,079.228	8.61	69,562
Band 19	36,681.083	8.58	314,724
Band 20	531,824.735	8.72	4,637,512
Band 21	167,610.155	8.67	1,453,180
Band 25	19,136.592	9.07	173,569
Band 26	179,608.725	9.05	1,625,459
Band 27	142,321.701	8.94	1,272,356
Band 28	41,388.507	8.89	367,944
Band 29	49,033.379	8.87	434,926
Band 30	11,996.982	8.76	105,094
Band 31	10,586.645	8.70	92,104
Band 32	752.997	8.60	6,476
Band 34	391.203	8.47	3,313
Band 35	18,048.209	10.57	190,770
Band 36	6,060.940	10.40	63,034
Band 38	240,886.605	11.93	2,873,777
Band 39	22,766.409	11.77	267,961
Band 40	3,955.515	11.66	46,121
Band 41	126,712.128	8.76	1,109,998
Band 42	11,800.201	8.69	102,544
Band 43	135,598.205	8.63	1,170,213
Band 44	1,189.675	8.51	10,124
Band 45	10,151.482	8.45	85,780
Band 46	2,826,694.362	8.60	24,309,572
Band 47	276,908.235	8.54	2,364,796
Band 50	17,333.247	8.90	154,266
Band 51	7,449.526	8.81	65,630
Band 52	1,801.034	9.01	16,227
Band 54	6,502.075	8.84	57,478
Band 55	11,445.592	8.98	102,781
Band 56	511,757.077	8.26	4,227,113
Band 57	15,470.016	8.17	126,390
Band 59	13,794.812	8.08	111,462

222

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Davis New York Venture Portfolio - Service Class
(continued)
Band 60	751.934	$ 8.18	$ 6,151
	30,411,227.416		$ 267,019,695
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 2	711.232	$ 8.62	$ 6,131
Band 4	54,776.130	13.37	732,357
Band 5	170.763	14.28	2,438
Band 6	802,705.446	8.56	6,871,159
Band 7	161,751.709	14.11	2,282,317
Band 8	334,740.562	8.54	2,858,684
Band 9	86,333.644	13.95	1,204,354
Band 10	1,477,122.943	11.31	16,706,260
Band 11	270,471.691	8.52	2,304,419
Band 12	46,439.239	8.51	395,198
Band 13	182,345.056	13.73	2,503,598
Band 14	507,216.279	8.49	4,306,266
Band 15	388,926.889	13.57	5,277,738
Band 16	13,747.957	8.46	116,308
Band 17	510,957.966	8.46	4,322,704
Band 18	224.851	8.45	1,900
Band 19	8,463.519	10.93	92,506
Band 20	111,571.828	11.18	1,247,373
Band 21	44,138.753	11.09	489,499
Band 26	73,105.527	14.67	1,072,458
Band 27	57,973.040	14.33	830,754
Band 28	11,303.229	14.17	160,167
Band 29	58,828.172	14.11	830,066
Band 30	44,750.165	13.78	616,657
Band 31	22,817.350	13.62	310,772
Band 32	862.535	13.32	11,489
Band 34	1,972.701	12.96	25,566
Band 35	56,416.623	14.90	840,608
Band 36	23,661.918	14.67	347,120
Band 37	5,798.054	14.50	84,072
Band 38	237,314.399	14.14	3,355,626
Band 39	82,431.492	13.96	1,150,744
Band 40	18,999.518	13.82	262,573
Band 41	19,367.428	12.95	250,808
Band 42	19,359.526	12.79	247,608
Band 43	74,803.393	12.67	947,759
Band 44	371.082	10.91	4,049
Band 46	336,575.056	8.44	2,840,693
Band 47	18,745.309	8.42	157,836
Band 56	200,210.191	8.60	1,721,808
Band 57	9,902.890	8.52	84,373
Band 59	4,034.890	8.44	34,054
Band 60	1,418.659	8.53	12,101
	6,383,839.604		$ 67,920,970

223

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Legg Mason Partners Aggressive Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,912.938	$ 10.72	$ 52,667
Band 4	14,432.501	10.55	152,263
Band 5	5,808.829	10.52	61,109
Band 6	917,443.913	10.45	9,587,289
Band 7	796,511.598	10.41	8,291,686
Band 8	407,951.508	10.35	4,222,298
Band 9	52,305.097	10.31	539,266
Band 10	1,187,831.683	10.28	12,210,910
Band 11	333,042.561	10.25	3,413,686
Band 12	59,475.642	10.22	607,841
Band 13	512,067.652	10.18	5,212,849
Band 14	1,394,251.234	10.12	14,109,822
Band 15	397,735.784	10.08	4,009,177
Band 16	67,363.854	10.02	674,986
Band 17	997,485.944	9.99	9,964,885
Band 18	2,831.083	9.95	28,169
Band 19	57,651.746	9.89	570,176
Band 20	814,326.639	10.15	8,265,415
Band 21	63,635.319	10.05	639,535
Band 26	35,599.339	10.75	382,693
Band 27	15,528.454	10.55	163,825
Band 28	2,129.174	10.45	22,250
Band 29	10,428.374	10.41	108,559
Band 30	18,986.271	10.21	193,850
Band 31	16,175.233	10.12	163,693
Band 34	3,949.464	9.71	38,349
Band 35	5,409.428	10.04	54,311
Band 36	1,294.755	9.95	12,883
Band 37	4,446.878	10.65	47,359
Band 38	32,358.317	9.92	320,995
Band 39	8,605.557	9.83	84,593
Band 40	38,808.556	9.76	378,772
Band 41	13,740.584	10.22	140,429
Band 42	4,448.143	10.09	44,882
Band 43	13,476.824	9.99	134,633
Band 44	451.842	8.96	4,049
Band 46	467,004.848	8.82	4,118,983
Band 47	38,885.263	8.76	340,635
Band 52	1,800.031	8.26	14,868
Band 56	1,234.423	8.23	10,159
Band 57	1,893.170	8.14	15,410
	8,823,720.453		$ 89,410,209

224

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Global Portfolio - Initial Class
Contracts in accumulation period:
Band 4	17,773.492	$ 11.97	$ 212,749
Band 7	5,129.715	11.86	60,838
Band 9	35,270.821	11.77	415,138
Band 10	11,955.823	11.74	140,361
Band 13	4,173.835	11.66	48,667
Band 15	17,878.064	11.58	207,028
Band 20	2,809.815	11.63	32,678
Band 21	6,491.676	11.55	74,979
Band 26	111,642.705	12.14	1,355,342
Band 27	53,881.400	11.97	644,960
Band 28	20,243.015	11.88	240,487
Band 29	33,373.786	11.86	395,813
Band 30	17,301.287	11.69	202,252
Band 31	22,898.655	11.60	265,624
Band 35	107,024.562	12.26	1,312,121
Band 36	6,985.514	12.14	84,804
Band 37	1,259.802	12.06	15,193
Band 38	90,723.841	12.11	1,098,666
Band 39	19,418.812	12.00	233,026
Band 40	10,984.377	11.91	130,824
Band 41	2,396.074	11.69	28,010
Band 42	6,136.723	11.58	71,063
Band 43	12,663.577	11.50	145,631
	618,417.371		$ 7,416,254
ING Oppenheimer Global Portfolio - Service Class
Contracts in accumulation period:
Band 2	3,666.592	$ 11.96	$ 43,852
Band 4	88,906.837	14.24	1,266,033
Band 5	16,521.760	13.52	223,374
Band 6	1,635,219.773	11.73	19,181,128
Band 7	212,510.894	13.36	2,839,146
Band 8	726,173.068	11.65	8,459,916
Band 9	140,375.541	13.21	1,854,361
Band 10	1,695,188.280	11.82	20,037,125
Band 11	216,076.675	11.57	2,500,007
Band 12	57,060.853	11.54	658,482
Band 13	400,384.179	13.00	5,204,994
Band 14	604,812.015	11.46	6,931,146
Band 15	797,167.251	12.85	10,243,599
Band 16	55,362.252	11.37	629,469
Band 17	670,415.771	11.35	7,609,219
Band 18	17,396.260	11.32	196,926
Band 19	32,074.996	11.41	365,976
Band 20	222,438.055	11.68	2,598,076
Band 21	84,777.704	11.58	981,726
Band 26	170,424.225	13.89	2,367,192

225

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Oppenheimer Global Portfolio - Service Class
(continued)
Band 27	24,951.133	$ 13.57	$ 338,587
Band 28	15,715.348	13.41	210,743
Band 29	133,706.915	13.36	1,786,324
Band 30	14,528.015	13.05	189,591
Band 31	5,828.902	12.90	75,193
Band 34	440.228	12.27	5,402
Band 35	160,556.497	14.11	2,265,452
Band 36	36,970.417	13.89	513,519
Band 37	26,385.122	13.73	362,268
Band 38	612,787.533	15.14	9,277,603
Band 39	170,445.940	14.94	2,546,462
Band 40	90,622.394	14.80	1,341,211
Band 41	17,045.983	13.80	235,235
Band 42	4,027.855	13.62	54,859
Band 43	35,201.697	13.49	474,871
Band 44	788.675	11.67	9,204
Band 45	6,555.157	11.47	75,188
Band 46	686,776.296	11.29	7,753,704
Band 47	103,452.792	11.21	1,159,706
Band 50	4,608.011	9.68	44,606
Band 51	3,825.644	9.58	36,650
Band 52	587.339	9.80	5,756
Band 55	306.828	9.77	2,998
Band 56	167,943.859	8.52	1,430,882
Band 60	475.245	8.44	4,011
	10,171,486.806		$ 124,391,772
ING Oppenheimer Strategic Income Portfolio - Service
Class
Contracts in accumulation period:
Band 35	210,339.436	$ 11.80	$ 2,482,005
Band 36	33,042.670	11.69	386,269
Band 37	7,385.274	11.61	85,743
Band 38	379,502.202	11.66	4,424,996
Band 39	73,244.300	11.55	845,972
Band 40	28,067.059	11.47	321,929
	731,580.941		$ 8,546,914
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 35	153,920.668	$ 14.46	$ 2,225,693
Band 36	18,209.790	14.24	259,307
Band 37	4,159.309	14.07	58,521
Band 38	425,757.514	13.12	5,585,939
Band 39	63,013.019	12.95	816,019
Band 40	53,328.247	12.82	683,668
	718,388.547		$ 9,629,147

226

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Solution 2015 Portfolio - Service Class
Contracts in accumulation period:
Band 35	52,847.890	$ 10.78	$ 569,700
Band 36	3,104.929	10.68	33,161
Band 37	29,920.950	10.60	317,162
Band 38	1,144,939.787	10.65	12,193,609
Band 39	246,961.995	10.55	2,605,449
Band 40	118,496.673	10.48	1,241,845
	1,596,272.224		$ 16,960,926
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Band 35	91,148.536	$ 10.41	$ 948,856
Band 36	3,398.445	10.31	35,038
Band 37	822.245	10.24	8,420
Band 38	1,275,367.096	10.29	13,123,527
Band 39	155,852.366	10.19	1,588,136
Band 40	113,232.954	10.12	1,145,917
	1,639,821.642		$ 16,849,894
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Band 35	7,997.588	$ 10.47	$ 83,735
Band 36	23,352.436	10.37	242,165
Band 38	754,226.835	10.35	7,806,248
Band 39	112,750.913	10.25	1,155,697
Band 40	171,759.418	10.18	1,748,511
	1,070,087.190		$ 11,036,356
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Band 35	8,777.254	$ 10.43	$ 91,547
Band 38	57,858.314	10.31	596,519
Band 39	18,715.226	10.22	191,270
Band 40	49,727.369	10.14	504,236
	135,078.163		$ 1,383,572
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Band 35	19,233.060	$ 11.07	$ 212,910
Band 36	5,285.267	10.97	57,979
Band 38	432,936.354	10.94	4,736,324
Band 39	79,767.685	10.84	864,682
Band 40	97,304.558	10.76	1,046,997
	634,526.924		$ 6,918,892

227

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 35	53,994.869	$ 11.36	$ 613,382
Band 36	9,367.372	11.18	104,727
Band 37	3,440.113	11.04	37,979
Band 38	468,960.138	13.67	6,410,685
Band 39	118,036.487	13.50	1,593,493
Band 40	26,312.786	13.37	351,802
	680,111.765		$ 9,112,068
ING T. Rowe Price Growth Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	1,376.134	$ 8.22	$ 11,312
Band 4	23,558.798	8.16	192,240
Band 5	10,501.519	8.15	85,587
Band 6	1,909,257.157	8.13	15,522,261
Band 7	703,912.921	8.12	5,715,773
Band 8	1,055,200.733	8.10	8,547,126
Band 9	134,529.601	8.09	1,088,344
Band 10	2,291,739.379	8.08	18,517,254
Band 11	516,453.172	8.06	4,162,613
Band 12	80,479.675	8.05	647,861
Band 13	674,878.602	8.04	5,426,024
Band 14	1,015,681.202	8.02	8,145,763
Band 15	987,671.034	8.01	7,911,245
Band 16	100,528.738	7.99	803,225
Band 17	741,997.505	7.98	5,921,140
Band 18	1,124.189	7.97	8,960
Band 19	37,103.487	7.94	294,602
Band 20	274,869.296	8.03	2,207,200
Band 21	32,017.509	8.00	256,140
Band 26	31,553.498	8.23	259,685
Band 27	13,894.088	8.16	113,376
Band 28	9,175.017	8.13	74,593
Band 29	59,664.610	8.12	484,477
Band 30	16,687.970	8.05	134,338
Band 31	3,578.258	8.02	28,698
Band 35	91,392.719	11.03	1,008,062
Band 36	16,647.317	10.86	180,790
Band 37	13,333.527	10.73	143,069
Band 38	258,179.018	12.83	3,312,437
Band 39	47,044.335	12.67	596,052
Band 40	13,493.794	12.54	169,212
Band 41	9,625.963	8.06	77,585
Band 42	1,667.512	8.01	13,357
Band 43	28,047.249	7.98	223,817
Band 45	1,381.418	7.87	10,872
Band 46	556,709.636	7.96	4,431,409

228

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING T. Rowe Price Growth Equity Portfolio - Service
Class (continued)
Band 47	39,025.153	$ 7.92	$ 309,079
Band 50	960.396	8.04	7,722
Band 52	737.081	8.12	5,985
Band 56	68,297.975	8.47	578,484
Band 59	1,706.440	8.29	14,146
Band 60	1,141.623	8.39	9,578
	11,876,825.248		$ 97,651,493
ING Templeton Foreign Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2	10,215.493	$ 9.82	$ 100,316
Band 3	4,110.236	9.69	39,828
Band 4	101,896.950	9.73	991,457
Band 5	24,208.296	9.71	235,063
Band 6	2,884,424.571	9.67	27,892,386
Band 7	1,511,460.106	9.65	14,585,590
Band 8	2,166,833.602	9.62	20,844,939
Band 9	191,584.706	9.60	1,839,213
Band 10	4,275,235.602	9.58	40,956,757
Band 11	780,778.863	9.56	7,464,246
Band 12	140,509.558	9.55	1,341,866
Band 13	1,636,070.110	9.53	15,591,748
Band 14	3,151,373.210	9.49	29,906,532
Band 15	1,737,933.385	9.47	16,458,229
Band 16	205,052.340	9.44	1,935,694
Band 17	2,239,074.751	9.42	21,092,084
Band 18	6,725.116	9.40	63,216
Band 19	181,697.106	9.37	1,702,502
Band 20	994,252.257	9.51	9,455,339
Band 21	103,342.492	9.46	977,620
Band 26	146,123.327	9.83	1,436,392
Band 27	37,323.505	9.73	363,158
Band 28	24,870.641	9.67	240,499
Band 29	73,996.340	9.65	714,065
Band 30	20,599.975	9.54	196,524
Band 31	21,982.661	9.49	208,615
Band 33	290.284	9.32	2,705
Band 35	55,311.746	8.24	455,769
Band 36	1,050.129	8.21	8,622
Band 37	5,983.515	8.18	48,945
Band 38	293,112.189	10.46	3,065,953
Band 39	54,867.840	8.17	448,270
Band 40	60,190.234	8.15	490,550
Band 41	13,339.449	9.55	127,392
Band 42	22,136.695	9.48	209,856
Band 43	64,226.843	9.42	605,017

229

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Templeton Foreign Equity Portfolio - Service Class
(continued)
Band 45	3,772.996	$ 9.25	$ 34,900
Band 46	1,550,533.150	9.39	14,559,506
Band 47	256,478.229	9.33	2,392,942
Band 50	895.612	10.18	9,117
Band 51	774.744	10.07	7,802
Band 55	8,592.655	10.27	88,247
Band 56	247,823.939	7.84	1,942,940
Band 57	10,578.903	7.76	82,092
Band 58	1,150.202	7.72	8,880
Band 59	894.003	7.67	6,857
Band 60	3,431.342	7.77	26,662
	25,327,109.898		$ 241,256,902
ING Thornburg Value Portfolio - Initial Class
Contracts in accumulation period:
Band 4	5,698.829	$ 12.46	$ 71,007
Band 7	110.757	8.88	984
Band 9	11,913.285	8.77	104,480
Band 10	415.885	11.01	4,579
Band 13	8,511.912	8.62	73,373
Band 15	9,568.932	8.51	81,432
Band 21	1,096.349	10.79	11,830
Band 26	21,519.237	9.27	199,483
Band 27	41,384.735	9.03	373,704
Band 28	17,214.571	8.92	153,554
Band 29	18,488.995	8.88	164,182
Band 30	7,285.454	8.65	63,019
Band 31	15,748.218	8.54	134,490
Band 41	710.109	12.07	8,571
Band 43	2,879.389	11.81	34,006
	162,546.657		$ 1,478,694
ING Thornburg Value Portfolio - Service Class
Contracts in accumulation period:
Band 4	3,996.674	$ 10.20	$ 40,766
Band 6	40,540.690	10.15	411,488
Band 7	36,914.314	10.13	373,942
Band 8	34,638.832	10.09	349,506
Band 9	3,510.840	10.08	35,389
Band 10	90,886.291	10.06	914,316
Band 11	28,869.904	10.04	289,854
Band 12	4,261.338	10.02	42,699
Band 13	42,576.253	10.01	426,188
Band 14	58,759.369	9.97	585,831
Band 15	25,007.578	9.96	249,075
Band 16	4,863.214	9.92	48,243
Band 17	31,850.768	9.90	315,323
Band 18	1,014.617	9.89	10,035
Band 19	6,627.359	9.85	65,279
Band 20	21,231.324	9.99	212,101

230

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Thornburg Value Portfolio - Service Class
(continued)
Band 21	252.477	$ 9.94	$ 2,510
Band 35	45,639.441	10.25	467,804
Band 36	4,595.539	10.08	46,323
Band 37	3,948.696	9.96	39,329
Band 38	132,960.683	13.11	1,743,115
Band 39	33,573.726	12.95	434,780
Band 40	2,547.332	12.82	32,657
Band 46	38,877.828	9.87	383,724
Band 47	11,285.648	9.82	110,825
Band 51	2,928.760	9.91	29,024
Band 55	5,656.317	10.10	57,129
	717,815.812		$ 7,717,255
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	2,301.982	$ 9.81	$ 22,582
Band 4	30,917.474	10.43	322,469
Band 5	327.962	9.67	3,171
Band 6	92,506.539	9.63	890,838
Band 7	20,893.086	10.31	215,408
Band 8	62,605.343	9.56	598,507
Band 9	5,905.015	10.22	60,349
Band 10	71,833.073	10.19	731,979
Band 11	10,929.705	9.49	103,723
Band 12	4,589.383	9.47	43,461
Band 13	33,027.887	10.10	333,582
Band 14	15,456.890	9.40	145,295
Band 15	38,475.569	10.01	385,140
Band 16	1,240.347	9.33	11,572
Band 17	55,622.485	9.31	517,845
Band 20	7,415.995	10.07	74,679
Band 21	19,672.835	9.98	196,335
Band 26	6,192.902	10.61	65,707
Band 27	615.833	10.42	6,417
Band 28	2,194.033	10.33	22,664
Band 29	4,902.661	10.30	50,497
Band 30	352.465	10.13	3,570
Band 31	633.504	10.04	6,360
Band 35	17,623.246	9.88	174,118
Band 37	18,397.676	9.60	176,618
Band 38	48,369.556	12.05	582,853
Band 39	8,414.481	11.89	100,048
Band 40	6,162.502	11.78	72,594
Band 41	9,493.873	10.13	96,173
Band 42	995.189	10.02	9,972
Band 43	7,819.000	9.93	77,643
Band 46	28,517.100	9.27	264,354
Band 47	14,871.010	9.20	136,813
	649,276.601		$ 6,503,336

231

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Comstock Portfolio - Service Class
Contracts in accumulation period:
Band 2	2,190.998	$ 9.43	$ 20,661
Band 4	129,999.415	11.49	1,493,693
Band 5	20,196.095	10.97	221,551
Band 6	2,202,640.090	10.89	23,986,751
Band 7	304,404.096	10.85	3,302,784
Band 8	896,353.179	10.76	9,644,760
Band 9	191,338.027	10.72	2,051,144
Band 10	2,361,639.539	10.68	25,222,310
Band 11	249,815.131	10.64	2,658,033
Band 12	378,272.202	10.60	4,009,685
Band 13	443,852.990	10.55	4,682,649
Band 14	830,175.234	9.75	8,094,209
Band 15	1,474,475.039	10.43	15,378,775
Band 16	61,208.126	8.79	538,019
Band 17	1,007,576.576	9.64	9,713,038
Band 18	2,629.563	8.93	23,482
Band 19	16,496.564	9.40	155,068
Band 20	2,199,381.245	10.51	23,115,497
Band 21	97,602.035	9.54	931,123
Band 26	190,918.075	11.27	2,151,647
Band 27	97,170.629	11.01	1,069,849
Band 28	24,045.601	10.89	261,857
Band 29	100,990.576	10.84	1,094,738
Band 30	47,130.141	10.59	499,108
Band 31	22,655.343	10.47	237,201
Band 32	1,288.931	10.24	13,199
Band 34	5,525.578	9.96	55,035
Band 35	54,754.636	11.45	626,941
Band 36	20,559.112	11.27	231,701
Band 37	16,919.306	11.14	188,481
Band 38	265,009.808	12.18	3,227,819
Band 39	68,611.669	12.02	824,712
Band 40	10,224.722	11.90	121,674
Band 41	50,920.751	11.14	567,257
Band 42	11,204.346	10.99	123,136
Band 43	92,293.489	10.89	1,005,076
Band 44	2,165.504	9.47	20,507
Band 45	6,839.900	9.31	63,679
Band 46	1,698,305.272	8.72	14,809,222
Band 47	69,884.359	8.84	617,778
Band 50	1,073.890	8.49	9,117
Band 55	1,839.536	8.57	15,765
Band 56	136,837.323	8.33	1,139,855
Band 57	9,071.167	8.24	74,746
	15,876,485.808		$ 164,293,332

232

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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	169,378.960	$ 11.63	$ 1,969,877
Band 36	7,451.097	11.52	85,837
Band 37	5,415.621	11.44	61,955
Band 38	11,060.899	11.49	127,090
Band 39	8,846.519	11.39	100,762
	202,153.096		$ 2,345,521
ING Van Kampen Equity and Income Portfolio -
Service Class
Contracts in accumulation period:
Band 2	7,883.962	$ 11.36	$ 89,562
Band 4	113,621.695	11.23	1,275,972
Band 5	30,430.599	11.20	340,823
Band 6	2,591,371.209	11.15	28,893,789
Band 7	864,370.585	11.12	9,611,801
Band 8	916,528.877	11.07	10,145,975
Band 9	226,148.031	11.04	2,496,674
Band 10	3,059,374.827	11.01	33,683,717
Band 11	686,959.807	10.99	7,549,688
Band 12	222,360.191	10.96	2,437,068
Band 13	979,825.506	10.94	10,719,291
Band 14	1,395,112.761	10.88	15,178,827
Band 15	1,088,308.225	10.86	11,819,027
Band 16	153,099.743	10.80	1,653,477
Band 17	988,592.611	10.78	10,657,028
Band 18	9,725.390	10.75	104,548
Band 19	66,180.791	10.70	708,134
Band 20	545,404.969	10.91	5,950,368
Band 21	92,793.378	10.83	1,004,952
Band 25	9,772.607	9.60	93,817
Band 26	222,056.885	11.39	2,529,228
Band 27	89,492.745	11.22	1,004,109
Band 28	30,725.819	11.14	342,286
Band 29	102,769.850	11.12	1,142,801
Band 30	35,620.910	10.96	390,405
Band 31	12,316.372	10.88	134,002
Band 32	6,060.712	10.73	65,031
Band 35	211,728.474	11.76	2,489,927
Band 36	46,753.046	11.57	540,933
Band 37	35,837.140	11.43	409,619
Band 38	675,825.565	13.99	9,454,800
Band 39	88,651.545	13.81	1,224,278
Band 40	90,006.009	13.67	1,230,382
Band 41	6,396.969	10.96	70,111
Band 42	590.122	10.86	6,409
Band 43	52,944.202	10.78	570,738
Band 45	2,887.567	10.52	30,377
Band 46	901,366.681	10.73	9,671,664

233

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Van Kampen Equity and Income Portfolio -
Service Class (continued)
Band 47	139,616.484	$ 10.65	$ 1,486,916
Band 49	97,968.511	9.12	893,473
Band 50	279.394	8.73	2,439
Band 51	825.513	8.66	7,149
Band 53	1,813.879	8.76	15,890
Band 56	135,518.974	9.28	1,257,616
Band 57	16,958.779	9.17	155,512
Band 58	1,642.934	9.13	15,000
	17,054,520.845		$ 189,555,633
ING Strategic Allocation Conservative Portfolio -
Class S
Contracts in accumulation period:
Band 35	14,294.846	$ 13.35	$ 190,836
Band 36	16,592.636	13.22	219,355
Band 38	59,209.312	13.19	780,971
Band 39	12,318.966	13.07	161,009
Band 40	83.617	12.97	1,085
	102,499.377		$ 1,353,256
ING Strategic Allocation Growth Portfolio - Class S
Contracts in accumulation period:
Band 35	5,209.589	$ 14.25	$ 74,237
Band 37	600.556	14.02	8,420
Band 38	14,006.793	14.08	197,216
Band 39	8,665.561	13.95	120,885
Band 40	13,598.470	13.85	188,339
	42,080.969		$ 589,097
ING Strategic Allocation Moderate Portfolio - Class S
Contracts in accumulation period:
Band 35	9,881.056	$ 13.81	$ 136,457
Band 36	3,954.885	13.68	54,103
Band 37	2,897.270	13.59	39,374
Band 38	14,950.854	13.65	204,079
Band 39	8,763.446	13.52	118,482
Band 40	7,766.699	13.43	104,307
	48,214.210		$ 656,802
ING Growth and Income Portfolio - Class I
Contracts in accumulation period:
Band 22	590.716	$ 7.89	$ 4,661
Band 23	13,240.305	7.87	104,201
	13,831.021		$ 108,862

234

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Growth and Income Portfolio - Class S
Contracts in accumulation period:
Band 2	28,430.989	$ 7.89	$ 224,321
Band 3	4,188.323	8.79	36,815
Band 4	179,700.278	7.85	1,410,647
Band 5	400,179.473	7.84	3,137,407
Band 6	5,796,850.212	7.82	45,331,369
Band 7	6,354,228.136	7.82	49,690,064
Band 8	2,466,114.206	7.80	19,235,691
Band 9	1,146,209.540	7.79	8,928,972
Band 10	5,516,323.659	7.78	42,916,998
Band 11	3,437,047.920	7.77	26,705,862
Band 12	2,512,614.183	7.77	19,523,012
Band 13	5,220,432.428	7.76	40,510,556
Band 14	7,919,871.291	7.74	61,299,804
Band 15	1,432,459.014	7.73	11,072,908
Band 16	301,735.484	7.71	2,326,381
Band 17	3,888,232.014	7.71	29,978,269
Band 18	176,851.966	7.70	1,361,760
Band 19	443,527.444	7.68	3,406,291
Band 20	3,239,497.454	7.75	25,106,105
Band 21	781,648.148	7.72	6,034,324
Band 24	243.158	7.98	1,940
Band 25	96,047.848	8.84	849,063
Band 26	1,371,536.859	7.90	10,835,141
Band 27	536,639.466	7.85	4,212,620
Band 28	234,733.829	7.82	1,835,619
Band 29	980,062.927	7.82	7,664,092
Band 30	505,909.756	7.76	3,925,860
Band 31	365,488.711	7.74	2,828,883
Band 34	1,822.304	7.63	13,904
Band 35	255,789.713	13.34	3,412,235
Band 36	17,392.188	13.16	228,881
Band 37	12,341.285	13.03	160,807
Band 38	319,762.855	12.51	4,000,233
Band 39	36,826.090	12.35	454,802
Band 40	24,450.923	12.23	299,035
Band 41	48,326.476	7.77	375,497
Band 42	11,849.832	7.73	91,599
Band 43	78,125.332	7.71	602,346
Band 44	583.952	7.65	4,467
Band 45	6,183.694	7.62	47,120
Band 46	1,590,312.139	7.69	12,229,500
Band 47	185,965.936	7.66	1,424,499
Band 50	449.831	8.33	3,747
Band 51	1,608.162	8.29	13,332
Band 52	307.774	8.38	2,579
Band 54	3,531.157	8.30	29,309
Band 56	20,311.861	8.42	171,026
	57,952,746.220		$ 453,955,692

235

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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	5,306.511	$ 10.46	$ 55,506
Band 9	12,668.435	10.34	130,992
Band 10	166,345.660	10.31	1,715,024
Band 13	286.448	10.22	2,927
Band 15	47,441.750	10.14	481,059
Band 20	14,686.396	10.19	149,654
Band 21	62,315.591	10.11	630,011
Band 26	218,409.806	10.72	2,341,353
Band 27	84,882.998	10.54	894,667
Band 28	21,863.074	10.45	228,469
Band 29	416,300.519	10.42	4,337,851
Band 30	259,125.298	10.24	2,653,443
Band 31	60,681.167	10.16	616,521
Band 38	5,465.720	10.69	58,429
Band 39	2,205.401	10.57	23,311
	1,377,984.774		$ 14,319,217
ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Band 6	2,083.244	$ 10.23	$ 21,312
Band 9	37,440.400	10.12	378,897
Band 10	38,371.274	10.10	387,550
Band 12	1,472.044	10.04	14,779
Band 13	10,612.229	10.02	106,335
Band 15	44,475.237	9.94	442,084
Band 19	2,766.372	9.78	27,055
Band 20	2,768.175	9.99	27,654
Band 21	55,420.419	9.91	549,216
Band 26	292,974.490	10.48	3,070,373
Band 27	87,940.688	10.31	906,668
Band 28	90,047.557	10.23	921,187
Band 29	491,693.637	10.20	5,015,275
Band 30	128,179.244	10.04	1,286,920
Band 31	90,605.292	9.96	902,429
Band 38	30,966.714	10.46	323,912
Band 39	3,077.961	10.35	31,857
Band 45	707.837	9.61	6,802
	1,411,602.814		$ 14,420,305

236

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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	290.312	$ 10.16	$ 2,950
Band 9	63,562.802	10.06	639,442
Band 10	27,680.510	10.03	277,636
Band 13	5,506.583	9.96	54,846
Band 15	26,445.320	9.88	261,280
Band 20	7,267.375	9.93	72,165
Band 21	32,044.062	9.86	315,954
Band 26	163,025.916	10.40	1,695,470
Band 27	36,000.336	10.24	368,643
Band 28	6,050.572	10.16	61,474
Band 29	492,889.449	10.13	4,992,970
Band 30	91,285.729	9.98	911,032
Band 31	79,274.006	9.90	784,813
Band 33	701.526	9.66	6,777
Band 44	688.148	9.65	6,641
	1,032,712.646		$ 10,452,093
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Band 6	206.677	$ 10.22	$ 2,112
Band 9	2,591.889	10.12	26,230
Band 10	58,166.783	10.09	586,903
Band 13	304.236	10.02	3,048
Band 15	3,198.558	9.94	31,794
Band 21	15,142.954	9.92	150,218
Band 26	133,076.724	10.44	1,389,321
Band 27	38,737.354	10.29	398,607
Band 28	20,650.090	10.21	210,837
Band 29	197,363.239	10.19	2,011,131
Band 30	36,814.930	10.04	369,622
Band 31	31,345.506	9.96	312,201
Band 35	287.178	10.54	3,027
Band 38	5,043.904	10.42	52,557
	542,930.022		$ 5,547,608

237

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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	4,089.482	$ 10.08	$ 41,222
Band 10	14,386.672	10.06	144,730
Band 13	1,495.143	9.99	14,936
Band 15	578.769	9.92	5,741
Band 20	4,080.531	9.96	40,642
Band 21	988.404	9.89	9,775
Band 26	127,288.048	10.38	1,321,250
Band 27	103,224.130	10.24	1,057,015
Band 28	73,937.781	10.17	751,947
Band 29	121,814.095	10.15	1,236,413
Band 30	10,802.235	10.01	108,130
Band 31	28,289.257	9.94	281,195
Band 39	12,859.894	10.27	132,071
	503,834.441		$ 5,145,067
ING GET U.S. Core Portfolio - Series 10
Contracts in accumulation period:
Band 9	14,069.107	$ 9.92	$ 139,566
Band 10	44,828.791	9.90	443,805
Band 13	13,228.180	9.84	130,165
Band 15	397.769	9.77	3,886
Band 20	3,175.170	9.81	31,148
Band 21	301.477	9.75	2,939
Band 26	63,159.101	10.21	644,854
Band 27	2,826.987	10.07	28,468
Band 28	59.432	10.01	595
Band 29	95,548.018	9.98	953,569
Band 30	12,138.530	9.85	119,565
Band 31	146,881.996	9.79	1,437,975
Band 35	14,892.423	10.30	153,392
	411,506.981		$ 4,089,927
ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Band 9	13,141.882	$ 10.10	$ 132,733
Band 10	31,098.431	10.08	313,472
Band 13	2,941.876	10.02	29,478
Band 15	50,628.763	9.96	504,262
Band 21	62,551.065	9.94	621,758
Band 26	92,364.677	10.38	958,745
Band 27	72,743.804	10.25	745,624
Band 28	12,071.914	10.18	122,892
Band 29	66,918.473	10.16	679,892
Band 30	147,968.311	10.04	1,485,602
Band 31	11,191.315	9.97	111,577
Band 39	1.328	10.27	14
Band 44	1,300.571	9.77	12,707
	564,922.410		$ 5,718,756

238

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING GET U.S. Core Portfolio - Series 12
Contracts in accumulation period:
Band 9	7,553.713	$ 10.08	$ 76,141
Band 10	16,597.042	10.06	166,966
Band 13	434.037	10.00	4,340
Band 15	3,145.354	9.94	31,265
Band 21	6,015.915	9.92	59,678
Band 26	10,004.643	10.33	103,348
Band 27	40,352.564	10.21	412,000
Band 29	100,574.861	10.13	1,018,823
Band 30	30,503.366	10.02	305,644
Band 31	3,840.495	9.96	38,251
Band 34	1,611.445	9.71	15,647
	220,633.435		$ 2,232,103
ING GET U.S. Core Portfolio - Series 13
Contracts in accumulation period:
Band 9	5,366.558	$ 9.94	$ 53,344
Band 10	2,623.053	9.93	26,047
Band 15	6,901.660	9.82	67,774
Band 26	644,619.132	10.17	6,555,777
Band 27	475,017.774	10.07	4,783,429
Band 28	306,027.145	10.01	3,063,332
Band 29	88,477.380	9.99	883,889
Band 30	20,646.072	9.89	204,190
Band 31	17,356.940	9.83	170,619
	1,567,035.714		$ 15,808,401
ING GET U.S. Core Portfolio - Series 14
Contracts in accumulation period:
Band 9	223,450.858	$ 10.00	$ 2,234,509
Band 10	8,202.043	9.99	81,938
Band 13	87,893.757	9.94	873,664
Band 14	11,136.351	9.91	110,361
Band 15	64,940.240	9.89	642,259
Band 19	1,477.135	9.80	14,476
Band 21	2,936.741	9.88	29,015
Band 26	1,646,495.252	10.20	16,794,252
Band 27	1,125,056.075	10.11	11,374,317
Band 28	570,262.503	10.06	5,736,841
Band 29	367,222.659	10.05	3,690,588
Band 30	343,841.980	9.95	3,421,228
Band 31	36,839.413	9.91	365,079
Band 34	238.563	9.72	2,319
	4,489,993.570		$ 45,370,846

239

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING BlackRock Science and Technology Opportunities
Portfolio - Class S
Contracts in accumulation period:
Band 2	9,479.170	$ 9.85	$ 93,370
Band 4	67,035.377	9.81	657,617
Band 5	21,222.226	9.80	207,978
Band 6	2,801,526.799	9.78	27,398,932
Band 7	1,682,917.317	9.78	16,458,931
Band 8	2,021,361.469	9.76	19,728,488
Band 9	117,721.194	9.75	1,147,782
Band 10	3,822,702.105	9.74	37,233,119
Band 11	817,124.781	9.73	7,950,624
Band 12	220,402.397	9.73	2,144,515
Band 13	1,517,673.642	9.72	14,751,788
Band 14	2,338,893.010	9.70	22,687,262
Band 15	1,620,778.871	9.69	15,705,347
Band 16	209,930.867	9.68	2,032,131
Band 17	2,115,655.993	9.67	20,458,393
Band 18	15,180.634	9.66	146,645
Band 19	74,814.021	9.64	721,207
Band 20	913,439.882	9.71	8,869,501
Band 21	128,597.783	9.68	1,244,827
Band 25	1,082.939	9.87	10,689
Band 26	38,668.439	9.86	381,271
Band 27	10,449.864	9.81	102,513
Band 28	3,608.130	9.78	35,288
Band 29	168,045.153	9.78	1,643,482
Band 30	8,547.691	9.73	83,169
Band 31	4,612.321	9.70	44,740
Band 33	566.074	9.62	5,446
Band 35	15,671.047	14.51	227,387
Band 36	4,788.443	14.37	68,810
Band 37	11,429.990	14.27	163,106
Band 38	198,179.769	14.34	2,841,898
Band 39	26,006.105	14.20	369,287
Band 40	27,723.322	14.10	390,899
Band 41	24,129.598	9.73	234,781
Band 42	17,150.683	9.69	166,190
Band 43	27,664.483	9.67	267,516
Band 45	11,796.237	9.58	113,008
Band 46	1,329,604.751	9.65	12,830,686
Band 47	183,442.550	9.63	1,766,552
Band 50	298.233	9.72	2,899
Band 51	485.428	9.67	4,694
Band 52	2,454.174	9.78	24,002
Band 55	11,080.566	9.76	108,146
Band 56	155,101.496	9.83	1,524,648
Band 57	22,105.675	9.74	215,309
Band 59	992.718	9.64	9,570
Band 60	987.235	9.75	9,626
	22,823,130.652		$ 223,284,069

240

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Dow Jones Euro STOXX 50 Index Portfolio -
Class A
Contracts in accumulation period:
Band 4	1,283.685	$ 9.81	$ 12,593
Band 6	7,459.261	9.81	73,175
Band 7	4,082.661	9.81	40,051
Band 8	1,961.263	9.81	19,240
Band 9	1,521.254	9.81	14,924
Band 10	6,282.354	9.81	61,630
Band 11	5,066.873	9.80	49,655
Band 12	455.208	9.80	4,461
Band 13	1,770.435	9.80	17,350
Band 14	11,617.236	9.80	113,849
Band 15	1,622.996	9.80	15,905
Band 17	2,198.394	9.80	21,544
Band 19	2,813.665	9.79	27,546
Band 20	4,104.114	9.80	40,220
Band 29	36.979	9.81	363
Band 46	7,999.313	9.79	78,313
Band 56	1,795.520	9.82	17,632
	62,071.211		$ 608,451
ING FTSE 100 Index Portfolio - Class A
Contracts in accumulation period:
Band 4	498.489	$ 10.27	$ 5,119
Band 6	5,674.025	10.26	58,215
Band 7	6,841.660	10.26	70,195
Band 8	5,356.496	10.26	54,958
Band 10	4,459.883	10.26	45,758
Band 11	4,770.869	10.26	48,949
Band 12	432.957	10.26	4,442
Band 13	723.415	10.25	7,415
Band 14	28,776.309	10.25	294,957
Band 15	3,105.327	10.25	31,830
Band 17	3,728.283	10.25	38,215
Band 19	2,700.242	10.24	27,650
Band 20	798.198	10.25	8,182
Band 46	5,622.706	10.25	57,633
Band 56	164.899	10.27	1,694
	73,653.758		$ 755,212

241

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Hang Seng Index Portfolio - Class S
Contracts in accumulation period:
Band 4	9,425.132	$ 12.98	$ 122,338
Band 5	581.684	12.97	7,544
Band 6	453,759.980	12.96	5,880,729
Band 7	104,664.673	12.96	1,356,454
Band 8	241,620.292	12.95	3,128,983
Band 9	6,043.209	12.94	78,199
Band 10	594,631.379	12.94	7,694,530
Band 11	97,826.439	12.93	1,264,896
Band 12	8,843.290	12.93	114,344
Band 13	259,226.934	12.92	3,349,212
Band 14	280,354.848	12.92	3,622,185
Band 15	297,730.899	12.91	3,843,706
Band 16	29,533.591	12.90	380,983
Band 17	372,749.065	12.90	4,808,463
Band 18	277.779	12.89	3,581
Band 19	80,340.323	12.88	1,034,783
Band 20	99,481.741	12.92	1,285,304
Band 21	5,118.165	12.91	66,076
Band 26	12,051.928	13.00	156,675
Band 27	1,235.538	12.98	16,037
Band 28	766.147	12.96	9,929
Band 29	1,661.845	12.96	21,538
Band 30	1,063.875	12.93	13,756
Band 31	38.533	12.92	498
Band 38	557.962	13.00	7,254
Band 41	5,306.350	12.93	68,611
Band 43	3,460.137	12.90	44,636
Band 46	156,910.884	12.89	2,022,581
Band 47	80,766.963	12.87	1,039,471
Band 56	18,363.109	12.99	238,537
Band 59	737.822	12.88	9,503
	3,225,130.516		$ 41,691,336

242

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Index Plus LargeCap Portfolio - Class S
Contracts in accumulation period:
Band 2	9,286.357	$ 9.13	$ 84,784
Band 4	76,820.583	8.93	686,008
Band 5	31,879.034	8.89	283,405
Band 6	1,178,124.209	8.82	10,391,056
Band 7	938,031.905	8.78	8,235,920
Band 8	705,055.262	8.71	6,141,031
Band 9	617,261.020	8.67	5,351,653
Band 10	1,191,004.539	8.63	10,278,369
Band 11	218,163.512	8.59	1,874,025
Band 12	185,662.022	8.56	1,589,267
Band 13	1,391,986.349	8.52	11,859,724
Band 14	1,393,889.162	8.45	11,778,363
Band 15	995,206.828	8.41	8,369,689
Band 16	64,655.374	8.34	539,226
Band 17	1,083,795.301	8.30	8,995,501
Band 18	18,152.646	8.27	150,122
Band 19	124,726.093	8.20	1,022,754
Band 20	802,032.967	8.48	6,801,240
Band 21	136,148.986	8.37	1,139,567
Band 26	2,858,096.235	9.16	26,180,162
Band 27	1,722,766.191	8.93	15,384,302
Band 28	896,827.446	8.82	7,910,018
Band 29	835,208.987	8.78	7,333,135
Band 30	408,941.277	8.56	3,500,537
Band 31	267,105.323	8.45	2,257,040
Band 32	2,349.516	8.24	19,360
Band 34	4,291.395	7.99	34,288
Band 35	342,763.838	9.32	3,194,559
Band 36	46,837.820	9.17	429,503
Band 37	17,193.923	9.05	155,605
Band 38	326,722.733	11.56	3,776,915
Band 39	87,217.738	11.41	995,154
Band 40	39,105.083	11.30	441,887
Band 41	39,542.590	10.57	417,965
Band 42	23,084.392	10.44	241,001
Band 43	67,371.802	10.34	696,624
Band 44	231.979	9.25	2,146
Band 45	17,067.379	9.10	155,313
Band 46	387,324.214	8.74	3,385,214
Band 47	44,070.980	8.67	382,095
Band 49	241,094.802	7.78	1,875,718
Band 56	3,530.695	7.94	28,034
	19,840,628.487		$ 174,368,279

243

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Index Plus MidCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,639.601	$ 11.19	$ 18,347
Band 4	94,168.127	12.43	1,170,510
Band 5	20,443.637	12.52	255,954
Band 6	1,377,177.793	10.94	15,066,325
Band 7	504,401.972	12.36	6,234,408
Band 8	793,765.242	10.85	8,612,353
Band 9	279,708.668	12.20	3,412,446
Band 10	1,330,207.704	10.47	13,927,275
Band 11	217,931.937	10.75	2,342,768
Band 12	70,780.940	10.72	758,772
Band 13	628,781.201	12.00	7,545,374
Band 14	941,512.811	10.63	10,008,281
Band 15	668,325.786	11.84	7,912,977
Band 16	50,739.740	10.54	534,797
Band 17	1,071,000.892	10.51	11,256,219
Band 18	873.165	10.48	9,151
Band 19	31,119.094	10.12	314,925
Band 20	316,701.401	10.35	3,277,860
Band 21	151,636.809	10.26	1,555,794
Band 26	370,245.089	12.90	4,776,162
Band 27	176,016.204	12.57	2,212,524
Band 28	65,856.817	12.41	817,283
Band 29	144,667.174	12.36	1,788,086
Band 30	109,901.051	12.04	1,323,209
Band 31	81,039.546	11.89	963,560
Band 32	1,395.289	11.60	16,185
Band 34	2,738.383	11.25	30,807
Band 35	203,063.925	13.12	2,664,199
Band 36	35,037.971	12.90	451,990
Band 37	9,314.057	12.74	118,661
Band 38	469,863.884	13.56	6,371,354
Band 39	110,985.772	13.38	1,484,990
Band 40	40,315.530	13.25	534,181
Band 41	40,006.467	12.04	481,678
Band 42	31,708.015	11.88	376,691
Band 43	74,620.744	11.77	878,286
Band 44	195.277	10.30	2,011
Band 45	18,546.096	9.90	183,606
Band 46	642,796.477	9.54	6,132,278
Band 47	66,645.448	9.47	631,132
Band 49	136,359.209	8.13	1,108,600
Band 50	4,525.218	8.84	40,003
Band 55	5,079.716	8.92	45,311
Band 56	11,262.939	8.57	96,523
	11,403,102.818		$ 127,743,846

244

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Index Plus SmallCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,382.960	$ 10.52	$ 14,549
Band 4	72,831.442	11.75	855,769
Band 5	17,939.524	12.25	219,759
Band 6	1,101,849.528	10.28	11,327,013
Band 7	340,525.614	12.10	4,120,360
Band 8	583,022.910	10.19	5,941,003
Band 9	228,207.108	11.94	2,724,793
Band 10	1,187,131.312	9.81	11,645,758
Band 11	192,806.990	10.10	1,947,351
Band 12	31,227.155	10.07	314,457
Band 13	638,276.429	11.74	7,493,365
Band 14	776,161.562	9.99	7,753,854
Band 15	470,166.765	11.59	5,449,233
Band 16	56,007.983	9.90	554,479
Band 17	879,987.535	9.87	8,685,477
Band 18	3,778.482	9.84	37,180
Band 19	54,347.046	9.48	515,210
Band 20	221,305.769	9.70	2,146,666
Band 21	99,169.625	9.61	953,020
Band 26	277,070.968	12.63	3,499,406
Band 27	115,495.605	12.31	1,421,751
Band 28	50,748.579	12.15	616,595
Band 29	104,544.744	12.10	1,264,991
Band 30	75,694.300	11.79	892,436
Band 31	64,676.841	11.64	752,838
Band 32	889.638	11.35	10,097
Band 34	3,846.327	11.01	42,348
Band 35	98,259.044	12.84	1,261,646
Band 36	7,266.260	12.63	91,773
Band 37	3,876.610	12.47	48,341
Band 38	215,411.269	12.93	2,785,268
Band 39	35,395.662	12.77	452,003
Band 40	10,615.515	12.64	134,180
Band 41	35,011.844	11.38	398,435
Band 42	23,391.175	11.23	262,683
Band 43	82,249.762	11.13	915,440
Band 44	1,324.265	9.67	12,806
Band 45	11,810.157	9.27	109,480
Band 46	591,242.095	8.57	5,066,945
Band 47	53,319.176	8.51	453,746
Band 49	106,170.853	7.64	811,145
Band 52	235.629	8.09	1,906
Band 55	2,975.989	8.06	23,986
Band 56	51,778.168	8.74	452,541
	8,979,426.214		$ 94,482,082

245

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING International Index Portfolio - Class S
Contracts in accumulation period:
Band 2	1,319.185	$ 7.68	$ 10,131
Band 4	35,561.623	7.64	271,691
Band 5	2,774.055	7.64	21,194
Band 6	1,391,857.745	7.62	10,605,956
Band 7	588,677.391	7.62	4,485,722
Band 8	780,457.124	7.60	5,931,474
Band 9	78,837.947	7.60	599,168
Band 10	1,647,469.677	7.59	12,504,295
Band 11	248,135.970	7.58	1,880,871
Band 12	32,929.851	7.57	249,279
Band 13	619,575.605	7.57	4,690,187
Band 14	622,916.777	7.55	4,703,022
Band 15	540,618.626	7.55	4,081,671
Band 16	80,553.519	7.53	606,568
Band 17	644,875.339	7.53	4,855,911
Band 18	18.598	7.52	140
Band 19	21,769.111	7.51	163,486
Band 20	250,060.009	7.56	1,890,454
Band 21	21,333.911	7.54	160,858
Band 25	676.064	13.97	9,445
Band 26	95,951.352	7.68	736,906
Band 27	42,816.384	7.64	327,117
Band 28	21,735.843	7.62	165,627
Band 29	47,603.869	7.61	362,265
Band 30	16,248.823	7.57	123,004
Band 31	27,335.719	7.55	206,385
Band 34	1,011.473	7.47	7,556
Band 35	39,191.583	13.99	548,290
Band 36	3,309.826	13.96	46,205
Band 37	4,335.502	13.95	60,480
Band 38	292,920.103	7.68	2,249,626
Band 39	69,714.024	13.94	971,813
Band 40	15,114.664	13.92	210,396
Band 41	8,245.009	7.58	62,497
Band 42	4,564.534	7.55	34,462
Band 43	10,038.930	7.53	75,593
Band 44	216.766	7.48	1,621
Band 45	1,105.812	7.46	8,249
Band 46	328,038.381	7.51	2,463,568
Band 47	49,609.323	7.49	371,574
Band 49	159,371.139	10.81	1,722,802
Band 56	145,256.239	7.66	1,112,663
Band 57	719.645	7.58	5,455
	8,994,873.070		$ 69,595,677

246

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Japan Equity Index Portfolio - Class A
Contracts in accumulation period:
Band 6	3,050.521	$ 9.86	$ 30,078
Band 7	464.795	9.86	4,583
Band 8	1,762.098	9.86	17,374
Band 10	2,610.389	9.85	25,712
Band 11	1,511.892	9.85	14,892
Band 12	377.699	9.85	3,720
Band 13	79.289	9.85	781
Band 14	9,576.673	9.85	94,330
Band 15	2,545.274	9.85	25,071
Band 17	22.673	9.85	223
Band 19	2,857.918	9.84	28,122
Band 20	695.648	9.85	6,852
Band 38	660.160	9.87	6,516
Band 46	6,042.383	9.84	59,457
Band 47	487.836	9.84	4,800
Band 56	171.844	9.87	1,696
	32,917.092		$ 324,207
ING Opportunistic Large Cap Portfolio - Class S
Contracts in accumulation period:
Band 4	7,125.034	$ 10.56	$ 75,240
Band 5	11,748.328	7.68	90,227
Band 6	102,966.306	8.24	848,442
Band 7	253,794.508	7.58	1,923,762
Band 8	9,767.858	8.19	79,999
Band 9	31,177.821	7.48	233,210
Band 10	64,095.366	9.21	590,318
Band 11	106,365.633	8.13	864,753
Band 12	45,990.122	8.12	373,440
Band 13	105,381.985	7.35	774,558
Band 14	155,416.458	8.07	1,254,211
Band 15	32,278.643	7.26	234,343
Band 16	12,497.037	8.02	100,226
Band 17	21,934.269	8.00	175,474
Band 18	5,296.404	7.98	42,265
Band 19	4,939.217	8.89	43,910
Band 20	57,270.545	9.10	521,162
Band 21	21,092.000	9.02	190,250
Band 25	463.316	8.41	3,896
Band 26	84,799.264	7.91	670,762
Band 27	55,684.726	7.71	429,329
Band 28	17,761.348	7.61	135,164
Band 29	37,085.310	7.58	281,107
Band 30	17,131.187	7.38	126,428
Band 31	19,290.632	7.29	140,629
Band 34	2,912.517	6.90	20,096

247

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Opportunistic Large Cap Portfolio - Class S
(continued)
Band 35	18,676.274	$ 8.04	$ 150,157
Band 36	3,993.162	7.91	31,586
Band 37	2,620.844	7.81	20,469
Band 38	37,323.815	11.12	415,041
Band 39	2,562.069	10.98	28,132
Band 40	3,146.287	10.87	34,200
Band 41	1,843.834	10.23	18,862
Band 42	819.165	10.10	8,274
Band 43	29,143.960	10.01	291,731
	1,384,395.244		$ 11,221,653
ING Russell™ Global Large Cap Index 75% Portfolio -
Class S
Contracts in accumulation period:
Band 5	90.767	$ 12.95	$ 1,175
Band 6	327,067.695	10.06	3,290,301
Band 7	16,803.126	10.05	168,871
Band 8	129,799.432	10.04	1,303,186
Band 9	1,569.343	10.03	15,741
Band 10	536,637.838	10.02	5,377,111
Band 11	46,086.505	10.02	461,787
Band 12	181.045	10.01	1,812
Band 13	192,768.458	10.00	1,927,685
Band 14	52,020.103	9.99	519,681
Band 15	143,268.875	9.98	1,429,823
Band 16	29,157.227	9.97	290,698
Band 17	57,088.398	9.96	568,600
Band 19	3,453.880	9.94	34,332
Band 20	17,862.006	10.00	178,620
Band 26	1,989.681	12.98	25,826
Band 30	3,531.115	12.91	45,587
Band 41	591.696	12.91	7,639
Band 43	1,552.363	12.88	19,994
Band 46	34,822.528	9.95	346,484
Band 47	14,284.630	9.93	141,846
Band 56	97,988.737	10.09	988,706
Band 57	9,219.266	10.02	92,377
	1,717,834.714		$ 17,237,882

248

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	5,185.243	$ 11.75	$ 60,927
Band 3	1,907.597	11.73	22,376
Band 4	31,978.776	12.70	406,130
Band 5	48,549.013	12.70	616,572
Band 6	1,607,178.101	12.69	20,395,090
Band 7	1,395,258.133	12.68	17,691,873
Band 8	271,572.530	12.68	3,443,540
Band 9	91,762.684	12.67	1,162,633
Band 10	1,093,133.573	12.67	13,850,002
Band 11	565,479.020	12.66	7,158,964
Band 12	419,483.134	12.66	5,310,656
Band 13	723,427.773	12.65	9,151,361
Band 14	1,511,568.085	12.64	19,106,221
Band 15	315,446.731	12.64	3,987,247
Band 16	29,883.130	12.63	377,424
Band 17	774,537.311	12.62	9,774,661
Band 18	16,369.455	12.62	206,583
Band 19	80,524.404	12.61	1,015,413
Band 20	1,216,920.251	12.65	15,394,041
Band 21	124,326.639	12.63	1,570,245
Band 25	10,217.870	11.76	120,162
Band 26	150,545.485	12.73	1,916,444
Band 27	88,759.963	12.70	1,127,252
Band 28	23,575.005	12.69	299,167
Band 29	86,341.398	12.68	1,094,809
Band 30	24,416.911	12.66	309,118
Band 31	50,631.672	12.64	639,984
Band 33	155.587	12.60	1,960
Band 34	2,641.977	12.58	33,236
Band 35	86,924.879	12.75	1,108,292
Band 36	2,369.837	12.73	30,168
Band 37	879.546	12.72	11,188
Band 38	27,987.165	12.73	356,277
Band 39	8,190.939	12.71	104,107
Band 40	13,083.046	12.69	166,024
Band 41	21,029.990	12.66	266,240
Band 42	18,876.116	12.64	238,594
Band 43	20,374.276	12.62	257,123
Band 46	202,887.392	12.61	2,558,410
Band 47	23,351.179	12.60	294,225
Band 54	2,784.556	12.63	35,169
Band 55	1,887.099	12.68	23,928
Band 56	10,131.666	12.71	128,773
Band 57	7,735.240	12.66	97,928
	11,210,270.377		$ 141,920,537

249

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 1	5,942.760	$ 8.15	$ 48,433
Band 2	247,973.391	8.23	2,040,821
Band 3	3,298.074	12.87	42,446
Band 4	404,144.907	8.19	3,309,947
Band 5	190,804.093	8.19	1,562,686
Band 6	6,524,523.729	8.17	53,305,359
Band 7	5,261,284.066	8.16	42,932,078
Band 8	5,953,643.152	8.15	48,522,192
Band 9	781,915.641	8.14	6,364,793
Band 10	3,566,009.477	8.13	28,991,657
Band 11	6,625,442.496	8.13	53,864,847
Band 12	1,134,061.560	8.12	9,208,580
Band 13	3,311,747.189	8.11	26,858,270
Band 14	4,297,103.994	8.10	34,806,542
Band 15	1,537,427.157	8.09	12,437,786
Band 16	84,852.844	8.08	685,611
Band 17	1,532,904.534	8.07	12,370,540
Band 18	57,424.632	8.06	462,843
Band 19	156,430.324	8.05	1,259,264
Band 20	1,447,166.113	8.11	11,736,517
Band 21	285,823.355	8.08	2,309,453
Band 22	496.934	11.75	5,839
Band 23	8,735.294	11.75	102,640
Band 25	77,487.215	12.91	1,000,360
Band 26	142,141.021	8.24	1,171,242
Band 27	68,097.554	8.19	557,719
Band 28	43,873.333	8.17	358,445
Band 29	280,224.009	8.16	2,286,628
Band 30	69,658.686	8.12	565,629
Band 31	23,681.586	8.10	191,821
Band 38	29,608.050	8.23	243,674
Band 41	365,082.094	8.12	2,964,467
Band 42	9,428.371	8.09	76,276
Band 43	71,920.059	8.07	580,395
Band 45	279.921	8.00	2,239
Band 46	775,612.330	8.06	6,251,435
Band 47	92,361.924	8.03	741,666
Band 50	10,898.289	8.11	88,385
Band 56	274,732.317	8.21	2,255,552
Band 57	1,696.844	8.13	13,795
Band 60	205.464	8.14	1,672
	45,756,144.783		$ 372,580,544

250

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Large Cap Value Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	558.492	$ 12.55	$ 7,009
Band 4	56,116.065	12.53	703,134
Band 5	62.438	12.52	782
Band 6	130,419.939	12.51	1,631,553
Band 7	61,957.913	12.51	775,093
Band 8	59,990.194	12.50	749,877
Band 9	113,909.381	12.49	1,422,728
Band 10	150,953.574	12.49	1,885,410
Band 11	27,244.108	12.48	340,006
Band 12	1,930.088	12.48	24,087
Band 13	118,763.246	12.47	1,480,978
Band 14	100,259.098	12.47	1,250,231
Band 15	154,281.544	12.46	1,922,348
Band 16	2,790.837	12.45	34,746
Band 17	105,053.954	12.45	1,307,922
Band 18	142.826	12.44	1,777
Band 19	896.507	12.43	11,144
Band 20	45,505.915	12.47	567,459
Band 21	42,918.172	12.46	534,760
Band 26	188,487.399	12.55	2,365,517
Band 27	155,223.182	12.52	1,943,394
Band 28	49,776.348	12.51	622,702
Band 29	82,477.114	12.51	1,031,789
Band 30	71,455.829	12.48	891,769
Band 31	45,844.490	12.46	571,222
Band 32	68.997	12.44	858
Band 33	329.291	12.42	4,090
Band 34	949.861	12.41	11,788
Band 41	15,300.267	12.48	190,947
Band 42	5,700.140	12.46	71,024
Band 43	46,281.597	12.45	576,206
Band 44	1,456.728	12.41	18,078
Band 45	636.435	12.40	7,892
Band 46	62,528.564	12.44	777,855
Band 47	17,011.593	12.42	211,284
Band 51	3,122.367	12.45	38,873
Band 56	1,829.151	12.53	22,919
	1,922,233.644		$ 24,009,251

251

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	54,755.555	$ 13.03	$ 713,465
Band 3	2,948.814	13.00	38,335
Band 4	97,789.875	13.01	1,272,246
Band 5	65,431.558	13.01	851,265
Band 6	2,765,328.361	13.00	35,949,269
Band 7	1,349,862.905	12.99	17,534,719
Band 8	2,056,516.557	12.98	26,693,585
Band 9	289,666.955	12.98	3,759,877
Band 10	2,008,990.451	12.97	26,056,606
Band 11	2,798,442.551	12.97	36,295,800
Band 12	463,276.850	12.96	6,004,068
Band 13	1,184,288.596	12.96	15,348,380
Band 14	1,977,019.886	12.95	25,602,408
Band 15	789,109.437	12.94	10,211,076
Band 16	58,538.416	12.93	756,902
Band 17	1,126,456.327	12.93	14,565,080
Band 18	17,610.274	12.92	227,525
Band 19	62,511.436	12.91	807,023
Band 20	800,974.581	12.95	10,372,621
Band 21	91,269.336	12.94	1,181,025
Band 25	13,305.660	13.04	173,506
Band 26	32,326.601	13.04	421,539
Band 27	15,528.505	13.01	202,026
Band 28	4,073.265	13.00	52,952
Band 29	32,115.103	12.99	417,175
Band 30	11,425.846	12.96	148,079
Band 31	1,435.097	12.95	18,585
Band 32	148.914	12.92	1,924
Band 38	48,501.176	13.03	631,970
Band 41	14,653.114	12.96	189,904
Band 42	109.552	12.94	1,418
Band 43	25,009.486	12.93	323,373
Band 45	689.797	12.88	8,885
Band 46	764,679.185	12.92	9,879,655
Band 47	49,340.926	12.91	636,991
Band 50	2,110.421	12.96	27,351
Band 51	1,592.418	12.93	20,590
Band 54	581.692	12.94	7,527
Band 55	571.228	12.98	7,415
Band 56	75,520.432	13.02	983,276
Band 57	2,164.490	12.97	28,073
	19,156,671.629		$ 248,423,489




252

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Mid Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 2	3,254.664	$ 8.51	$ 27,697
Band 4	13,324.491	8.47	112,858
Band 5	4,675.654	8.46	39,556
Band 6	1,478,201.920	8.45	12,490,806
Band 7	567,438.784	8.44	4,789,183
Band 8	826,408.296	8.42	6,958,358
Band 9	61,242.957	8.42	515,666
Band 10	2,544,207.206	8.41	21,396,783
Band 11	571,519.048	8.40	4,800,760
Band 12	47,716.027	8.39	400,337
Band 13	678,894.933	8.39	5,695,928
Band 14	694,129.326	8.37	5,809,862
Band 15	727,368.687	8.36	6,080,802
Band 16	20,670.735	8.35	172,601
Band 17	575,441.442	8.34	4,799,182
Band 18	3,183.994	8.33	26,523
Band 19	29,454.274	8.32	245,060
Band 20	214,814.276	8.38	1,800,144
Band 21	23,478.583	8.36	196,281
Band 26	15,953.566	8.51	135,765
Band 27	16,695.211	8.47	141,408
Band 28	4,122.475	8.45	34,835
Band 29	48,233.173	8.44	407,088
Band 30	8,466.845	8.39	71,037
Band 31	5,389.027	8.37	45,106
Band 33	1,078.842	8.30	8,954
Band 38	9,727.690	8.51	82,783
Band 41	7,221.782	8.40	60,663
Band 42	2,459.078	8.37	20,582
Band 43	5,435.853	8.34	45,335
Band 46	549,782.950	8.33	4,579,692
Band 47	114,393.586	8.31	950,611
Band 55	510.226	8.42	4,296
Band 56	251,223.285	8.48	2,130,373
Band 57	5,670.331	8.40	47,631
Band 59	453.934	8.32	3,777
	10,132,243.151		$ 85,128,323

253

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Russell™ Small Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 2	378.938	$ 8.75	$ 3,316
Band 4	40,796.831	8.71	355,340
Band 5	30,171.748	8.70	262,494
Band 6	1,673,973.536	8.69	14,546,830
Band 7	1,266,182.326	8.68	10,990,463
Band 8	949,288.539	8.66	8,220,839
Band 9	93,601.315	8.66	810,587
Band 10	2,679,878.908	8.65	23,180,953
Band 11	641,199.057	8.64	5,539,960
Band 12	156,358.574	8.63	1,349,374
Band 13	769,484.742	8.63	6,640,653
Band 14	1,090,246.901	8.61	9,387,026
Band 15	845,599.303	8.60	7,272,154
Band 16	62,483.051	8.59	536,729
Band 17	834,910.811	8.58	7,163,535
Band 18	6,412.152	8.57	54,952
Band 19	32,878.501	8.56	281,440
Band 20	555,415.085	8.62	4,787,678
Band 21	53,086.538	8.59	456,013
Band 25	9,133.163	8.76	80,007
Band 26	27,754.751	8.76	243,132
Band 27	17,771.104	8.71	154,786
Band 28	6,350.585	8.69	55,187
Band 29	79,924.995	8.68	693,749
Band 30	10,150.576	8.63	87,599
Band 31	3,997.144	8.61	34,415
Band 32	47.964	8.57	411
Band 38	16,118.378	8.75	141,036
Band 41	10,599.176	8.63	91,471
Band 42	932.500	8.60	8,020
Band 43	14,109.073	8.58	121,056
Band 46	684,974.458	8.56	5,863,381
Band 47	121,579.769	8.54	1,038,291
Band 52	395.574	8.68	3,434
Band 55	473.801	8.66	4,103
Band 56	482,010.481	8.72	4,203,131
Band 57	3,175.090	8.64	27,433
Band 59	367.673	8.56	3,147
Band 64	2,466.225	8.57	21,136
	13,274,679.336		$ 114,715,261




254

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING Small Company Portfolio - Class S
Contracts in accumulation period:
Band 2	1,361.725	$ 9.03	$ 12,296
Band 4	15,014.446	8.99	134,980
Band 5	1,146.953	8.98	10,300
Band 6	1,359,012.127	8.97	12,190,339
Band 7	436,481.900	8.96	3,910,878
Band 8	634,299.709	8.95	5,676,982
Band 9	12,035.347	8.94	107,596
Band 10	1,604,687.311	8.93	14,329,858
Band 11	311,524.487	8.92	2,778,798
Band 12	65,135.171	8.91	580,354
Band 13	417,161.860	8.91	3,716,912
Band 14	552,186.321	8.89	4,908,936
Band 15	637,166.111	8.88	5,658,035
Band 16	38,338.627	8.87	340,064
Band 17	527,950.923	8.86	4,677,645
Band 18	5,047.772	8.85	44,673
Band 19	26,217.286	8.84	231,761
Band 20	187,828.825	8.90	1,671,677
Band 21	16,873.946	8.88	149,841
Band 26	67,629.895	9.04	611,374
Band 27	69,189.534	8.99	622,014
Band 28	3,902.701	8.97	35,007
Band 29	26,472.202	8.96	237,191
Band 30	4,757.754	8.91	42,392
Band 31	269.029	8.89	2,392
Band 35	42,896.831	13.31	570,957
Band 36	14,532.604	13.09	190,232
Band 37	3,108.138	12.94	40,219
Band 38	340,078.676	15.02	5,107,982
Band 39	69,544.066	14.83	1,031,338
Band 40	11,779.630	14.69	173,043
Band 41	1,018.459	8.92	9,085
Band 42	1,123.782	8.89	9,990
Band 43	23,757.453	8.86	210,491
Band 46	482,283.858	8.85	4,268,212
Band 47	25,086.500	8.82	221,263
Band 51	620.448	8.86	5,497
Band 56	110,390.302	9.01	994,617
Band 57	1,687.334	8.92	15,051
Band 64	1,189.604	8.88	10,564
	8,150,789.647		$ 75,540,836

255

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING U.S. Bond Index Portfolio - Class S
Contracts in accumulation period:
Band 2	1,657.941	$ 10.69	$ 17,723
Band 3	439.661	10.82	4,757
Band 4	87,441.540	10.64	930,378
Band 5	17,659.484	10.63	187,720
Band 6	3,588,431.819	10.62	38,109,146
Band 7	1,320,634.291	10.61	14,011,930
Band 8	1,500,270.463	10.59	15,887,864
Band 9	186,314.216	10.58	1,971,204
Band 10	4,694,672.060	10.57	49,622,684
Band 11	792,017.611	10.56	8,363,706
Band 12	223,479.371	10.55	2,357,707
Band 13	1,307,590.502	10.54	13,782,004
Band 14	1,335,045.076	10.52	14,044,674
Band 15	1,454,753.072	10.51	15,289,455
Band 16	248,184.499	10.49	2,603,455
Band 17	2,166,889.616	10.48	22,709,003
Band 18	6,270.097	10.47	65,648
Band 19	58,074.142	10.46	607,456
Band 20	874,710.468	10.53	9,210,701
Band 21	73,462.211	10.50	771,353
Band 25	202.012	10.89	2,200
Band 26	112,347.138	10.70	1,202,114
Band 27	45,143.802	10.64	480,330
Band 28	17,537.340	10.61	186,071
Band 29	235,360.567	10.61	2,497,176
Band 30	28,267.331	10.55	298,220
Band 31	8,500.157	10.52	89,422
Band 32	153.270	10.47	1,605
Band 34	2,022.524	10.40	21,034
Band 35	34,189.028	10.74	367,190
Band 36	3,998.798	10.70	42,787
Band 37	11,192.673	10.67	119,426
Band 38	608,435.649	10.69	6,504,177
Band 39	164,679.331	10.65	1,753,835
Band 40	72,600.085	10.62	771,013
Band 41	24,954.136	10.55	263,266
Band 42	4,898.802	10.51	51,486
Band 43	31,878.056	10.49	334,401
Band 45	4,790.179	10.39	49,770
Band 46	1,591,932.963	10.47	16,667,538
Band 47	228,018.045	10.44	2,380,508
Band 55	9,348.518	10.59	99,001
Band 56	643,851.075	10.66	6,863,452
Band 57	17,133.791	10.56	180,933
Band 60	872.488	10.58	9,231
	23,840,305.898		$ 251,784,754

256

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S
Contracts in accumulation period:
Band 4	44,929.955	$ 7.81	$ 350,903
Band 5	15,760.709	7.72	121,673
Band 6	4,692,092.992	7.79	36,551,404
Band 7	577,217.067	7.78	4,490,749
Band 8	1,771,924.282	7.76	13,750,132
Band 9	15,509.827	7.76	120,356
Band 10	8,771,636.711	7.75	67,980,185
Band 11	980,137.067	7.74	7,586,261
Band 12	36,993.794	7.73	285,962
Band 13	1,557,831.737	7.73	12,042,039
Band 14	1,214,818.354	7.71	9,366,250
Band 15	2,629,207.388	7.70	20,244,897
Band 16	90,650.191	7.69	697,100
Band 17	1,331,303.632	7.68	10,224,412
Band 18	2,471.222	7.67	18,954
Band 19	10,024.829	7.66	76,790
Band 20	733,757.464	7.72	5,664,608
Band 21	15,996.543	7.70	123,173
Band 26	18,058.949	7.77	140,318
Band 27	10,783.203	7.73	83,354
Band 28	4,908.342	7.71	37,843
Band 29	33,627.422	7.70	258,931
Band 30	483.059	7.66	3,700
Band 35	30,957.283	7.89	244,253
Band 36	8,478.135	7.86	66,638
Band 38	80,699.684	7.85	633,493
Band 39	35,839.899	7.82	280,268
Band 40	17,028.435	7.79	132,652
Band 41	14,656.311	7.66	112,267
Band 43	2,729.921	7.61	20,775
Band 46	1,720,126.819	7.66	13,176,171
Band 47	421,558.283	7.64	3,220,705
Band 54	4,307.413	7.70	33,167
Band 56	608,140.980	7.83	4,761,744
Band 57	18,733.711	7.74	144,999
Band 60	1,309.191	7.76	10,159
	27,524,690.804		$ 213,057,285
ING International Value Portfolio - Class S
Contracts in accumulation period:
Band 35	110,733.051	$ 14.10	$ 1,561,336
Band 36	17,292.517	13.87	239,847
Band 37	12,494.158	13.71	171,295
Band 38	396,578.494	15.35	6,087,480
Band 39	154,014.522	15.15	2,333,320
Band 40	21,704.684	15.00	325,570
	712,817.426		$ 10,718,848

257

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING MidCap Opportunities Portfolio - Class S
Currently payable annuity contracts:	325.011	$ 9.48	$ 3,081
Contracts in accumulation period:
Band 1	33,647.422	9.10	306,192
Band 2	412,122.270	9.48	3,906,919
Band 3	2,759.422	9.19	25,359
Band 4	164,492.603	9.27	1,524,846
Band 5	161,944.061	9.23	1,494,744
Band 6	4,502,606.937	9.15	41,198,853
Band 7	3,762,444.779	9.11	34,275,872
Band 8	3,271,761.177	9.03	29,544,003
Band 9	713,720.824	8.99	6,416,350
Band 10	2,574,341.958	8.95	23,040,361
Band 11	3,713,347.586	8.91	33,085,927
Band 12	1,022,912.331	8.87	9,073,232
Band 13	2,685,458.009	8.84	23,739,449
Band 14	4,138,298.929	8.76	36,251,499
Band 15	647,450.772	8.72	5,645,771
Band 16	84,808.985	8.64	732,750
Band 17	1,526,739.390	8.60	13,129,959
Band 18	36,181.622	8.57	310,077
Band 19	190,250.862	8.49	1,615,230
Band 20	1,726,451.528	8.80	15,192,773
Band 21	159,664.104	8.68	1,385,884
Band 22	757.986	9.03	6,845
Band 23	12,773.323	9.00	114,960
Band 24	130.047	9.90	1,287
Band 25	77,156.252	9.56	737,614
Band 26	26,357.200	9.07	239,060
Band 27	14,079.906	9.03	127,142
Band 28	3,218.936	9.00	28,970
Band 29	17,686.503	9.00	159,179
Band 30	1,552.352	8.95	13,894
Band 31	2,470.809	8.93	22,064
Band 35	54,438.653	13.63	741,999
Band 36	11,876.141	13.41	159,259
Band 37	1,042.263	13.25	13,810
Band 38	346,671.829	15.94	5,525,949
Band 39	45,889.240	15.73	721,838
Band 40	9,080.010	15.58	141,467
Band 41	1,571.372	8.95	14,064
Band 42	1,073.891	8.92	9,579
Band 43	2,249.211	8.90	20,018
Band 46	456,040.846	11.87	5,413,205
Band 47	40,002.206	11.78	471,226
Band 56	59,341.208	9.04	536,445
Band 57	9,556.987	8.96	85,631
Band 60	525.361	8.97	4,712
	32,727,273.114		$ 297,209,348

258

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ING SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Band 2	2,733.950	$ 7.58	$ 20,723
Band 4	19,495.004	7.41	144,458
Band 5	92,135.280	7.38	679,958
Band 6	1,117,502.676	7.31	8,168,945
Band 7	1,126,156.999	7.28	8,198,423
Band 8	217,722.515	7.22	1,571,957
Band 9	71,603.211	7.19	514,827
Band 10	648,234.461	7.16	4,641,359
Band 11	361,811.532	7.12	2,576,098
Band 12	320,361.152	7.09	2,271,361
Band 13	644,943.432	7.06	4,553,301
Band 14	1,276,814.814	7.00	8,937,704
Band 15	224,324.194	6.97	1,563,540
Band 16	33,086.036	6.91	228,625
Band 17	633,871.490	6.88	4,361,036
Band 18	16,954.564	6.85	116,139
Band 19	78,963.158	6.79	536,160
Band 20	788,007.855	7.03	5,539,695
Band 21	97,036.973	6.94	673,437
Band 25	43,640.332	7.64	333,412
Band 26	5,413.323	12.20	66,043
Band 27	2,639.914	12.03	31,758
Band 28	594.838	11.94	7,102
Band 29	494.370	11.92	5,893
Band 30	6,100.113	11.75	71,676
Band 31	329.815	11.66	3,846
Band 35	44,210.110	7.74	342,186
Band 36	10,718.723	7.61	81,569
Band 38	78,619.132	14.29	1,123,467
Band 39	19,962.807	14.11	281,675
Band 40	6,572.188	13.97	91,813
Band 41	3,262.748	11.75	38,337
Band 42	82.781	11.64	964
Band 43	4,313.528	11.56	49,864
Band 46	139,342.358	10.50	1,463,095
Band 47	15,740.916	10.42	164,020
	8,153,797.292		$ 59,454,466
Legg Mason ClearBridge Variable Investors Portfolio
Contracts in accumulation period:
Band 22	487.986	$ 7.61	$ 3,714
Band 23	10,035.722	7.58	76,071
	10,523.708		$ 79,785

259

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Legg Mason Global Currents Variable International All
Cap Opportunity Portfolio
Contracts in accumulation period:
Band 22	21.999	$ 13.36	$ 294
Band 23	3,497.721	13.07	45,715
	3,519.720		$ 46,009
Legg Mason Western Asset Variable High Income
Portfolio
Contracts in accumulation period:
Band 22	74.240	$ 18.82	$ 1,397
Band 23	4,142.060	18.41	76,255
	4,216.300		$ 77,652
Legg Mason Western Asset Variable Money Market
Portfolio
Contracts in accumulation period:
Band 23	1,725.488	$ 13.38	$ 23,087

Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
Contracts in accumulation period:
Band 35	28,555.823	$ 15.80	$ 451,182
Band 36	3,024.908	15.65	47,340
Band 37	811.379	15.54	12,609
Band 38	57,892.007	15.62	904,273
Band 39	6,753.666	15.47	104,479
Band 40	5,229.467	15.36	80,325
	102,267.250		$ 1,600,208
PIMCO Real Return Portfolio - Administrative Class
Contracts in accumulation period:
Band 35	176,123.763	$ 11.96	$ 2,106,440
Band 36	40,963.589	11.84	485,009
Band 38	570,016.808	11.82	6,737,599
Band 39	114,207.145	11.70	1,336,224
Band 40	47,382.763	11.62	550,588
	948,694.068		$ 11,215,860
Pioneer Equity Income VCT Portfolio - Class II
Contracts in accumulation period:
Band 35	148,657.029	$ 11.44	$ 1,700,636
Band 36	29,085.129	11.25	327,208
Band 37	19,976.578	11.12	222,140
Band 38	751,359.612	12.72	9,557,294
Band 39	203,514.798	12.55	2,554,111
Band 40	53,763.976	12.43	668,286
	1,206,357.122		$ 15,029,675

260

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ProFund VP Bull
Contracts in accumulation period:
Band 5	4,810.327	$ 7.81	$ 37,569
Band 6	139,937.956	7.74	1,083,120
Band 7	384,447.952	7.70	2,960,249
Band 8	51,803.542	7.64	395,779
Band 9	6,595.471	7.60	50,126
Band 10	141,448.358	7.57	1,070,764
Band 11	90,390.629	7.54	681,545
Band 12	71,655.400	7.50	537,416
Band 13	149,993.359	7.47	1,120,450
Band 14	511,061.820	7.40	3,781,857
Band 15	28,303.585	7.37	208,597
Band 16	997.222	7.31	7,290
Band 17	118,259.547	7.27	859,747
Band 18	17,485.120	7.24	126,592
Band 19	22,603.121	7.18	162,290
Band 20	250,010.403	7.44	1,860,077
Band 21	10,175.890	7.34	74,691
Band 26	1,298.109	8.05	10,450
Band 27	1,579.920	7.84	12,387
Band 28	116.146	7.74	899
Band 29	6,452.823	7.70	49,687
Band 30	563.772	7.50	4,228
Band 31	177.700	7.40	1,315
Band 38	8.209	8.80	72
Band 41	2,230.001	10.05	22,412
Band 46	23,741.778	8.47	201,093
	2,036,148.160		$ 15,320,702

261

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ProFund VP Europe 30
Contracts in accumulation period:
Band 4	7,337.374	$ 9.50	$ 69,705
Band 5	5,462.015	9.46	51,671
Band 6	126,511.556	9.37	1,185,413
Band 7	137,956.896	9.33	1,287,138
Band 8	34,980.576	9.25	323,570
Band 9	6,503.634	9.21	59,898
Band 10	99,630.260	9.17	913,609
Band 11	86,688.838	9.13	791,469
Band 12	47,000.682	9.09	427,236
Band 13	58,519.467	9.05	529,601
Band 14	209,356.183	8.97	1,877,925
Band 15	44,665.131	8.93	398,860
Band 16	11,840.190	8.85	104,786
Band 17	105,601.910	8.81	930,353
Band 18	632.432	8.77	5,546
Band 19	11,680.875	8.70	101,624
Band 20	86,369.180	9.01	778,186
Band 21	13,921.755	8.89	123,764
Band 26	5,464.641	9.75	53,280
Band 27	266.218	9.50	2,529
Band 28	742.249	9.37	6,955
Band 29	7,913.651	9.33	73,834
Band 30	613.098	9.09	5,573
Band 31	1,105.708	8.97	9,918
Band 41	306.253	13.41	4,107
Band 42	2,524.638	13.24	33,426
Band 43	1,418.302	13.11	18,594
Band 46	23,690.587	9.70	229,799
Band 47	4,965.847	9.63	47,821
	1,143,670.146		$ 10,446,190

262

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
ProFund VP Rising Rates Opportunity
Contracts in accumulation period:
Band 2	588.956	$ 6.20	$ 3,652
Band 4	6,888.635	6.11	42,090
Band 5	672.683	6.09	4,097
Band 6	316,598.835	6.05	1,915,423
Band 7	178,985.809	6.03	1,079,284
Band 8	208,414.295	5.99	1,248,402
Band 9	42,687.307	5.97	254,843
Band 10	302,482.528	5.95	1,799,771
Band 11	116,430.570	5.93	690,433
Band 12	24,973.076	5.91	147,591
Band 13	152,632.786	5.89	899,007
Band 14	270,194.101	5.86	1,583,337
Band 15	99,495.396	5.84	581,053
Band 16	13,948.405	5.80	80,901
Band 17	158,755.176	5.78	917,605
Band 18	2,497.078	5.76	14,383
Band 19	18,105.808	5.72	103,565
Band 20	198,054.978	5.88	1,164,563
Band 21	27,380.985	5.82	159,357
Band 26	35,220.884	6.22	219,074
Band 27	8,767.961	6.11	53,572
Band 28	6,576.772	6.05	39,789
Band 29	50,114.940	6.03	302,193
Band 30	18,247.416	5.91	107,842
Band 31	19,533.186	5.86	114,464
Band 41	8,656.438	5.92	51,246
Band 42	13,205.885	5.84	77,122
Band 43	4,353.225	5.78	25,162
Band 45	2,486.594	5.99	14,895
Band 46	84,192.863	7.07	595,244
Band 47	2,153.046	7.01	15,093
	2,393,296.617		$ 14,305,053
Wells Fargo Advantage Asset Allocation Fund
Contracts in accumulation period:
Band 6	25,466.201	$ 10.99	$ 279,874
Band 10	97,407.055	10.81	1,052,970
Band 14	47,231.327	10.65	503,014
Band 17	15,452.062	10.51	162,401
Band 46	1,107.496	9.35	10,355
	186,664.141		$ 2,008,614

263

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Division/Contract	Units	Unit Value	Extended Value
Wells Fargo Advantage C&B Large Cap Value Fund
Contracts in accumulation period:
Band 10	9,742.260	$ 11.27	$ 109,795
Band 14	4,779.902	11.10	53,057
Band 15	2,288.580	11.06	25,312
Band 17	1,700.396	10.96	18,636
Band 46	3,320.813	9.45	31,382
	21,831.951		$ 238,182
Wells Fargo Advantage Equity Income Fund
Contracts in accumulation period:
Band 10	9,253.954	$ 10.31	$ 95,408
Band 14	8,135.956	10.14	82,499
Band 17	29,800.254	10.02	298,599
Band 20	5,660.948	10.18	57,628
Band 46	2,418.410	8.64	20,895
	55,269.522		$ 555,029
Wells Fargo Advantage Large Company Growth Fund
Contracts in accumulation period:
Band 6	1,346.557	$ 9.92	$ 13,358
Band 10	49,262.297	9.77	481,293
Band 14	26,572.376	9.62	255,626
Band 15	8,943.947	9.59	85,772
Band 17	49,473.266	9.50	469,996
Band 20	8,386.379	9.65	80,929
Band 21	210.635	9.56	2,014
Band 46	15,303.955	9.15	140,031
	159,499.412		$ 1,529,019
Wells Fargo Advantage Money Market Fund
Contracts in accumulation period:
Band 10	1,769.667	$ 10.43	$ 18,458
Band 14	1,744.139	10.27	17,912
	3,513.806		$ 36,370
Wells Fargo Advantage Small Cap Growth Fund
Contracts in accumulation period:
Band 6	1,991.696	$ 14.78	$ 29,437
Band 10	11,868.645	14.55	172,689
Band 14	7,389.628	14.32	105,819
Band 17	8,884.225	14.14	125,623
Band 20	1,782.520	14.37	25,615
Band 46	417.416	12.37	5,163
	32,334.130		$ 464,346

264


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements



Division/Contract	Units	Unit Value	Extended Value
Wells Fargo Advantage Total Return Bond Fund
Contracts in accumulation period:
Band 6	19,773.785	$ 12.53	$ 247,766
Band 10	26,755.479	12.33	329,895
Band 14	22,203.708	12.14	269,553
Band 15	1,916.925	12.10	23,195
Band 17	5,263.341	11.99	63,107
Band 46	12,752.052	11.52	146,904
	88,665.290		$ 1,080,420


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 January 2000), 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 January 2000),
	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 (post 2000),
	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 Annuity 155, ING
	GoldenSelect Opportunities Variable 155, ING GoldenSelect Premium Plus 155

265

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Bands	Products
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
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 - Max 5.5 (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 Annuity 180, 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

266

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

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 - Max 5.5,
	ING GoldenSelect Legends –WA Combo, ING Golden Select Opportunities Variable 195,
	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 Annuity 195,
	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 Annuity 185,
	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
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

267

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


Bands	Products
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 Annuity 200
Band 50	ING Architect Variable Annuity 180
Band 51	ING Architect Variable Annuity 210
Band 52	ING Architect Variable Annuity 145
Band 53	ING Architect Variable Annuity 170
Band 54	ING Architect Variable Annuity 200
Band 55	ING Architect Variable Annuity 155
Band 56	ING Architect Variable Annuity 115
Band 57	ING Architect Variable Annuity 170
Band 58	ING Architect Variable Annuity 195
Band 59	ING Architect Variable Annuity 225
Band 60	ING Architect Variable Annuity 160
Band 61	ING Architect Variable Annuity 185
Band 62	ING Architect Variable Annuity 215
Band 64	ING Architect Variable Annuity 200

268


ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

10.	Financial Highlights

A summary of unit values, units outstanding and net assets for variable annuity Contracts, expense ratios, excluding expenses of underlying Funds, investment income ratios, and total return for the years ended December 31, 2009, 2008, 2007, 2006 and 2005, follows:


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
AIM V.I. Leisure Fund - Series I Shares
2009	2,010	$8.46	to	$10.67	$20,121	1.81%	0.95%	to	2.60%	29.41%	to	31.57%
2008	2,328	$6.53	to	$8.11	$17,862	1.00%	0.95%	to	2.60%	-44.54%	to	-43.60%
2007	3,083	$11.74	to	$14.38	$42,305	1.58%	0.95%	to	2.60%	-3.39%	to	-1.78%
2006	3,723	$12.12	to	$14.64	$52,417	1.08%	0.95%	to	2.60%	21.32%	to	23.44%
2005	4,687	$9.96	to	$11.86	$53,911	1.11%	0.95%	to	2.60%	-3.68%	to	-2.15%
BlackRock Global Allocation V.I. Fund - Class III
2009	102,963	$9.33	to	$9.61	$975,605	2.36%	0.95%	to	2.60%	17.80%	to	19.83%
2008	49,903	$7.92	to	$8.02	$397,800	(d)	0.95%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
Columbia Asset Allocation Fund, Variable Series -
Class A
2009	22	$13.63	to	$14.00	$308	3.86%	1.40%	to	1.80%	21.81%	to	22.27%
2008	23	$11.19	to	$11.45	$262	3.66%	1.40%	to	1.80%	-29.62%	to	-29.36%
2007	41	$15.82	to	$16.21	$668	2.48%	1.40%	to	1.90%	7.11%	to	7.64%
2006	36	$14.77	to	$15.06	$540	2.44%	1.40%	to	1.90%	9.65%	to	10.25%
2005	38	$13.47	to	$13.66	$523	2.49%	1.40%	to	1.90%	4.65%	to	5.08%
Columbia Federal Securities Fund, Variable Series -
Class A
2009	2	$11.70	to	$11.98	$22	8.16%	1.45%	to	1.80%	0.09%	to	0.42%
2008	2	$11.69	to	$11.93	$27	9.35%	1.45%	to	1.80%	6.18%	to	6.52%
2007	7	$11.01	to	$11.23	$80	6.21%	1.40%	to	1.80%	4.26%	to	4.76%
2006	8	$10.56	to	$10.72	$81	5.54%	1.40%	to	1.80%	1.83%	to	2.29%
2005	8	$10.37	to	$10.48	$85	5.71%	1.40%	to	1.80%	0.78%	to	1.06%

269

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Columbia Large Cap Growth Fund, Variable Series -
Class A
2009	33	$9.95	to	$10.20	$331	0.68%	1.40%	to	1.90%	32.31%	to	32.99%
2008	34	$7.52	to	$7.67	$258	0.27%	1.40%	to	1.90%	-41.57%	to	-41.26%
2007	37	$12.87	to	$13.06	$484	0.39%	1.40%	to	1.90%	13.49%	to	14.16%
2006	48	$11.34	to	$11.44	$547	0.35%	1.40%	to	1.90%	8.21%	to	8.65%
2005	49	$10.48	to	$10.53	$515	(a)	1.40%	to	1.90%		(a)
Columbia Small Cap Value Fund, Variable Series -
Class B
2009	9,211	$10.05	to	$17.36	$150,066	0.85%	0.95%	to	2.35%	21.97%	to	23.89%
2008	10,670	$8.24	to	$14.06	$141,739	0.46%	0.95%	to	2.45%	-29.89%	to	-28.85%
2007	13,631	$11.74	to	$19.82	$256,889	0.27%	0.95%	to	2.60%	-5.11%	to	-3.56%
2006	16,991	$12.34	to	$20.60	$335,177	0.34%	0.95%	to	2.60%	16.24%	to	18.25%
2005	20,661	$10.59	to	$17.48	$348,817	-	0.95%	to	2.60%	3.09%	to	4.17%
Columbia Small Company Growth Fund, Variable
Series - Class A
2009	2	$14.55	to	$14.90	$25	-	1.45%	to	1.80%	23.41%	to	23.86%
2008	4	$11.79	to	$12.07	$51	-	1.40%	to	1.80%	-41.89%	to	-41.63%
2007	4	$20.29	to	$20.68	$91	-	1.40%	to	1.80%	11.42%	to	11.84%
2006	4	$18.21	to	$18.49	$82	-	1.40%	to	1.80%	10.36%	to	10.85%
2005	5	$16.50	to	$16.68	$78	-	1.40%	to	1.80%	0.86%	to	1.28%
Fidelity® VIP Equity-Income Portfolio - Service Class 2
2009	19,074	$7.72	to	$11.70	$183,254	1.91%	0.75%	to	2.60%	26.51%	to	28.93%
2008	22,259	$6.01	to	$9.10	$167,056	2.07%	0.75%	to	2.60%	-44.30%	to	-43.24%
2007	28,026	$11.47	to	$16.08	$373,387	1.66%	0.75%	to	2.60%	-1.39%	to	0.50%
2006	28,119	$11.61	to	$16.03	$376,023	2.91%	0.75%	to	2.60%	16.83%	to	19.05%
2005	24,383	$10.48	to	$13.50	$276,545	1.36%	0.75%	to	2.60%	2.87%	to	4.79%
Fidelity® VIP Contrafund® Portfolio - Service Class 2
2009	66,360	$7.79	to	$14.91	$795,683	1.12%	0.75%	to	2.60%	31.90%	to	34.45%
2008	72,902	$5.89	to	$11.12	$656,498	0.94%	0.75%	to	2.60%	-44.18%	to	-43.14%
2007	57,227	$12.58	to	$19.59	$922,587	0.87%	0.75%	to	2.60%	14.18%	to	16.41%
2006	39,889	$10.97	to	$16.87	$561,251	1.09%	0.75%	to	2.60%	8.54%	to	10.61%
2005	20,525	$11.89	to	$15.29	$267,908	0.04%	0.75%	to	2.60%	13.64%	to	15.83%

270

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SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Franklin Small Cap Value Securities Fund - Class 2
2009	799	$14.56	to	$15.26	$12,115	1.65%	0.75%	to	1.35%	27.41%	to	28.14%
2008	611	$11.40	to	$11.94	$7,246	1.14%	0.75%	to	1.35%	-33.92%	to	-33.50%
2007	479	$17.21	to	$18.00	$8,548	0.71%	0.75%	to	1.35%	-3.75%	to	-3.14%
2006	304	$17.83	to	$18.63	$5,563	0.60%	0.75%	to	1.35%	15.42%	to	16.12%
2005	152	$15.41	to	$16.08	$2,400	0.59%	0.75%	to	1.35%	7.34%	to	7.94%
ING Balanced Portfolio - Class S
2009	654	$8.76	to	$12.11	$6,899	4.06%	0.75%	to	2.20%	16.33%	to	18.15%
2008	724	$7.46	to	$10.25	$6,399	3.34%	0.75%	to	2.55%	-30.08%	to	-28.87%
2007	814	$10.66	to	$14.41	$9,901	2.48%	0.75%	to	2.60%	2.60%	to	4.57%
2006	908	$10.39	to	$13.78	$10,361	1.04%	0.75%	to	2.60%	8.13%	to	8.76%
2005	254	$12.18	to	$12.67	$3,170	2.07%	0.75%	to	1.35%	2.61%	to	3.26%
ING Intermediate Bond Portfolio - Class S
2009	106,012	$9.60	to	$12.91	$1,241,312	6.19%	0.75%	to	2.60%	8.41%	to	10.44%
2008	104,672	$8.83	to	$11.69	$1,122,300	6.23%	0.75%	to	2.60%	-11.04%	to	-9.31%
2007	88,836	$10.20	to	$12.89	$1,068,161	4.53%	0.75%	to	2.60%	2.96%	to	4.88%
2006	53,039	$10.12	to	$12.29	$616,032	5.04%	0.75%	to	2.60%	1.10%	to	3.02%
2005	26,206	$10.01	to	$11.93	$300,774	3.92%	0.75%	to	2.60%	0.71%	to	2.14%
ING American Funds Asset Allocation Portfolio
2009	35,172	$8.60	to	$8.81	$306,208	1.71%	0.95%	to	2.35%	20.45%	to	22.19%
2008	20,680	$7.13	to	$7.21	$148,369	(d)	0.95%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING American Funds Bond Portfolio
2009	49,758	$9.60	to	$10.04	$484,377	3.65%	0.75%	to	2.60%	9.18%	to	11.35%
2008	28,568	$8.77	to	$9.04	$252,168	(d)	0.75%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

271

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SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING American Funds Growth Portfolio
2009	181,605	$7.75	to	$12.48	$2,104,447	1.86%	0.75%	to	2.60%	35.05%	to	37.77%
2008	181,107	$5.72	to	$9.09	$1,544,265	0.86%	0.75%	to	2.60%	-45.73%	to	-44.72%
2007	156,541	$12.02	to	$16.46	$2,455,766	0.26%	0.75%	to	2.60%	8.83%	to	10.93%
2006	138,030	$10.99	to	$14.87	$1,979,019	0.18%	0.75%	to	2.60%	6.76%	to	8.77%
2005	113,508	$10.57	to	$13.69	$1,516,773	-	0.75%	to	2.60%	12.69%	to	14.48%
ING American Funds Growth-Income Portfolio
2009	127,548	$8.12	to	$11.61	$1,376,389	2.28%	0.75%	to	2.60%	27.18%	to	29.60%
2008	127,441	$6.36	to	$8.98	$1,074,885	1.56%	0.75%	to	2.60%	-39.84%	to	-38.66%
2007	114,229	$11.40	to	$14.67	$1,595,008	1.00%	0.75%	to	2.60%	1.81%	to	3.73%
2006	100,590	$11.15	to	$14.17	$1,374,118	0.69%	0.75%	to	2.60%	11.59%	to	13.72%
2005	84,695	$10.10	to	$12.48	$1,031,247	0.35%	0.75%	to	2.60%	2.55%	to	4.26%
ING American Funds International Portfolio
2009	84,125	$8.00	to	$18.25	$1,387,295	3.37%	0.75%	to	2.60%	38.56%	to	41.37%
2008	80,618	$5.75	to	$12.94	$953,776	1.98%	0.75%	to	2.60%	-43.93%	to	-42.92%
2007	72,838	$13.49	to	$22.71	$1,548,000	0.88%	0.75%	to	2.60%	16.30%	to	18.47%
2006	58,897	$11.54	to	$19.20	$1,078,309	0.71%	0.75%	to	2.60%	15.21%	to	17.53%
2005	43,010	$10.99	to	$16.38	$683,490	0.49%	0.75%	to	2.60%	17.83%	to	19.82%
ING American Funds World Allocation Portfolio -
Service Class
2009	8,491	$11.91	to	$13.13	$102,079	0.49%	0.95%	to	2.35%	31.60%	to	33.44%
2008	1,447	$9.05	to	$9.09	$13,128	(d)	1.00%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Artio Foreign Portfolio - Service Class
2009	46,393	$6.65	to	$14.60	$601,656	3.12%	0.80%	to	2.60%	17.18%	to	19.31%
2008	45,525	$5.66	to	$12.36	$499,269	-	0.80%	to	2.60%	-45.12%	to	-44.08%
2007	45,509	$13.89	to	$22.32	$908,393	0.08%	0.80%	to	2.60%	13.41%	to	15.51%
2006	36,012	$12.18	to	$19.50	$630,618	-	0.80%	to	2.60%	25.82%	to	28.14%
2005	25,762	$11.80	to	$15.36	$356,543	0.07%	0.80%	to	2.60%	12.41%	to	14.30%

272

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SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Artio Foreign Portfolio - Service 2 Class
2009	3,309	$10.93	to	$15.91	$46,737	2.84%	1.40%	to	2.20%	17.40%	to	18.38%
2008	3,270	$9.31	to	$13.44	$38,955	-	1.40%	to	2.20%	-44.98%	to	-44.49%
2007	3,447	$16.92	to	$24.21	$74,247	-	1.40%	to	2.20%	13.71%	to	14.58%
2006	3,419	$14.88	to	$21.13	$64,469	-	1.40%	to	2.20%	26.21%	to	27.29%
2005	2,592	$11.79	to	$16.60	$39,182	0.03%	1.40%	to	2.20%	12.64%	to	13.54%
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
2009	15,090	$10.49	to	$10.64	$159,401	(e)	0.75%	to	2.60%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
2009	19	$7.58	to	$7.71	$148	0.72%	0.75%	to	1.35%	28.69%	to	29.58%
2008	22	$5.89	to	$5.95	$131	-	0.75%	to	1.35%	-39.71%	to	-39.35%
2007	25	$9.77	to	$9.81	$244	(c)	0.75%	to	1.35%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING BlackRock Large Cap Growth Portfolio -
Service Class
2009	13,216	$8.21	to	$10.60	$130,165	0.32%	0.75%	to	2.60%	26.78%	to	29.32%
2008	12,227	$6.41	to	$8.22	$94,345	-	0.75%	to	2.60%	-40.61%	to	-39.55%
2007	11,875	$10.92	to	$13.69	$153,507	-	0.75%	to	2.60%	3.98%	to	5.97%
2006	11,782	$10.38	to	$12.92	$145,523	-	0.75%	to	2.60%	4.34%	to	6.25%
2005	12,937	$10.88	to	$12.16	$151,911	-	0.80%	to	2.60%	7.76%	to	9.39%
ING BlackRock Large Cap Value Portfolio - Service
Class
2009	2,532	$8.02	to	$10.76	$25,192	0.39%	0.90%	to	2.35%	10.27%	to	11.85%
2008	3,077	$7.26	to	$9.62	$27,597	0.31%	0.90%	to	2.35%	-36.86%	to	-35.91%
2007	4,072	$11.46	to	$15.01	$57,552	0.41%	0.90%	to	2.60%	1.59%	to	3.33%
2006	5,107	$11.24	to	$14.53	$70,539	0.59%	0.80%	to	2.60%	13.51%	to	15.32%
2005	3,466	$10.53	to	$12.64	$42,124	-	0.80%	to	2.45%	2.92%	to	4.46%

273

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING BlackRock Large Cap Value Portfolio - Service 2
Class
2009	198	$8.48	to	$12.45	$2,189	0.23%	1.40%	to	2.20%	10.22%	to	11.06%
2008	220	$7.69	to	$11.21	$2,212	0.15%	1.40%	to	2.20%	-36.86%	to	-36.31%
2007	270	$12.18	to	$17.60	$4,303	0.23%	1.40%	to	2.20%	1.84%	to	2.62%
2006	291	$11.96	to	$17.15	$4,559	0.51%	1.40%	to	2.20%	13.69%	to	14.64%
2005	225	$10.52	to	$14.96	$3,132	-	1.40%	to	2.20%	2.92%	to	3.60%
ING Clarion Global Real Estate Portfolio - Service Class
2009	16,302	$7.49	to	$9.65	$151,036	2.43%	0.75%	to	2.60%	29.94%	to	32.34%
2008	16,758	$5.69	to	$7.30	$118,550	-	0.75%	to	2.60%	-42.79%	to	-41.83%
2007	11,754	$11.74	to	$12.55	$145,395	3.55%	0.95%	to	2.60%	-9.70%	to	-8.19%
2006	5,601	$12.93	to	$13.67	$76,113	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Clarion Global Real Estate Portfolio - Service 2 Class
2009	247	$9.16	to	$9.44	$2,299	2.15%	1.40%	to	2.20%	30.30%	to	31.48%
2008	239	$7.03	to	$7.18	$1,695	-	1.40%	to	2.20%	-42.61%	to	-42.19%
2007	222	$12.25	to	$12.42	$2,736	3.30%	1.40%	to	2.20%	-9.46%	to	-8.68%
2006	133	$13.53	to	$13.60	$1,807	(b)	1.40%	to	2.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Clarion Real Estate Portfolio - Service Class
2009	7,573	$7.94	to	$64.36	$307,226	3.51%	0.50%	to	2.60%	32.26%	to	35.21%
2008	8,954	$5.97	to	$47.60	$270,838	1.26%	0.50%	to	2.60%	-40.10%	to	-38.82%
2007	11,227	$9.92	to	$77.80	$578,834	1.18%	0.50%	to	2.60%	-19.87%	to	-18.16%
2006	14,683	$12.29	to	$95.06	$970,402	1.16%	0.50%	to	2.60%	34.09%	to	36.95%
2005	13,345	$11.63	to	$69.41	$683,995	1.06%	0.50%	to	2.60%	13.76%	to	16.21%
ING Clarion Real Estate Portfolio - Service 2 Class
2009	1,228	$10.01	to	$18.07	$18,836	3.33%	1.40%	to	2.20%	32.76%	to	33.80%
2008	1,378	$7.54	to	$13.51	$15,856	1.08%	1.40%	to	2.20%	-39.97%	to	-39.44%
2007	1,592	$12.56	to	$22.31	$30,569	1.05%	1.40%	to	2.20%	-19.69%	to	-19.02%
2006	1,706	$15.64	to	$27.55	$40,981	1.18%	1.40%	to	2.20%	34.36%	to	35.51%
2005	1,604	$11.64	to	$20.33	$28,990	1.02%	1.40%	to	2.20%	14.13%	to	14.92%

274

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Evergreen Health Sciences Portfolio - Service
Class
2009	16,988	$8.19	to	$11.11	$179,816	-	0.90%	to	2.60%	16.96%	to	19.08%
2008	18,362	$6.98	to	$9.33	$164,749	0.14%	0.90%	to	2.60%	-30.52%	to	-29.35%
2007	16,047	$11.93	to	$13.21	$205,635	0.13%	0.80%	to	2.60%	5.72%	to	7.68%
2006	16,005	$11.22	to	$12.28	$192,226	-	0.80%	to	2.60%	10.88%	to	12.96%
2005	14,969	$10.26	to	$10.96	$160,600	0.01%	0.80%	to	2.60%	7.63%	to	9.37%
ING Evergreen Omega Portfolio - Service Class
2009	7,714	$11.30	to	$13.39	$93,436	0.43%	0.75%	to	2.35%	39.16%	to	41.39%
2008	1,030	$8.12	to	$9.47	$8,916	0.14%	0.75%	to	2.55%	-29.38%	to	-28.09%
2007	701	$11.48	to	$13.17	$8,527	0.08%	0.75%	to	2.55%	8.85%	to	10.77%
2006	950	$10.53	to	$11.89	$10,532	-	0.75%	to	2.60%	2.84%	to	4.85%
2005	748	$10.22	to	$11.34	$7,994	-	0.75%	to	2.60%	1.72%	to	2.95%
ING Evergreen Omega Portfolio - Service 2 Class
2009	74	$11.30	to	$12.25	$879	-	1.40%	to	2.20%	38.99%	to	40.16%
2008	94	$8.13	to	$8.74	$802	-	1.40%	to	2.20%	-29.18%	to	-28.65%
2007	109	$11.48	to	$12.25	$1,301	-	1.40%	to	2.20%	9.02%	to	9.87%
2006	122	$10.53	to	$11.15	$1,331	-	1.40%	to	2.20%	3.03%	to	4.01%
2005	91	$10.22	to	$10.72	$961	-	1.40%	to	2.20%	1.63%	to	2.29%
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
2009	57,858	$8.48	to	$14.98	$766,006	0.46%	0.50%	to	2.60%	35.66%	to	38.45%
2008	59,892	$6.23	to	$10.82	$581,082	0.72%	0.50%	to	2.60%	-40.75%	to	-39.42%
2007	65,165	$12.21	to	$17.86	$1,061,996	0.15%	0.50%	to	2.60%	11.47%	to	13.53%
2006	43,307	$10.93	to	$15.29	$627,079	-	0.80%	to	2.60%	9.06%	to	11.10%
2005	43,185	$10.18	to	$13.79	$569,837	-	0.80%	to	2.60%	14.35%	to	15.88%
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
2009	2,037	$11.61	to	$17.86	$32,436	0.34%	1.40%	to	2.20%	35.95%	to	37.17%
2008	2,176	$8.54	to	$13.02	$25,387	0.38%	1.40%	to	2.20%	-40.57%	to	-40.14%
2007	2,406	$14.37	to	$21.75	$47,072	0.01%	1.40%	to	2.20%	11.74%	to	12.69%
2006	2,079	$12.86	to	$19.30	$36,090	-	1.40%	to	2.20%	9.35%	to	10.22%
2005	1,777	$11.76	to	$17.51	$28,369	-	1.40%	to	2.20%	14.30%	to	15.12%

275

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Focus 5 Portfolio - Service Class
2009	22,107	$6.85	to	$7.77	$154,311	-	0.75%	to	2.35%	18.92%	to	21.03%
2008	22,447	$5.76	to	$6.42	$130,749	2.64%	0.75%	to	2.35%	-44.40%	to	-43.67%
2007	9,583	$10.36	to	$10.42	$99,541	(c)	1.00%	to	2.35%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Franklin Income Portfolio - Service Class
2009	43,601	$9.11	to	$10.25	$431,653	6.53%	0.95%	to	2.60%	28.61%	to	30.74%
2008	37,779	$7.10	to	$7.84	$288,417	3.41%	0.95%	to	2.60%	-31.12%	to	-29.89%
2007	31,117	$10.83	to	$11.20	$342,076	1.18%	0.95%	to	2.60%	-0.09%	to	1.64%
2006	14,383	$10.84	to	$11.02	$156,693	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Franklin Income Portfolio - Service 2 Class
2009	799	$9.69	to	$9.99	$7,857	6.74%	1.40%	to	2.20%	28.86%	to	30.08%
2008	770	$7.52	to	$7.68	$5,852	3.40%	1.40%	to	2.20%	-30.95%	to	-30.43%
2007	824	$10.89	to	$11.04	$9,020	1.27%	1.40%	to	2.20%	0.28%	to	1.10%
2006	268	$10.86	to	$10.92	$2,916	(b)	1.40%	to	2.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Franklin Mutual Shares Portfolio - Service Class
2009	20,839	$7.89	to	$9.21	$187,539	0.13%	0.95%	to	2.60%	23.25%	to	25.34%
2008	20,205	$6.38	to	$7.35	$146,314	3.71%	0.95%	to	2.60%	-39.44%	to	-38.34%
2007	16,820	$11.79	to	$11.92	$199,485	(c)	0.95%	to	2.60%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
2009	109,090	$7.57	to	$8.81	$849,891	2.86%	0.75%	to	2.60%	26.80%	to	29.37%
2008	112,503	$5.97	to	$6.81	$684,019	0.13%	0.75%	to	2.60%	-37.36%	to	-36.31%
2007	54,307	$9.53	to	$9.64	$520,590	(c)	0.95%	to	2.60%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)

276

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Global Resources Portfolio - Service Class
2009	22,047	$7.96	to	$42.27	$692,061	0.33%	0.80%	to	2.60%	33.93%	to	36.40%
2008	23,618	$5.92	to	$30.99	$547,001	2.07%	0.80%	to	2.60%	-42.56%	to	-41.47%
2007	20,069	$14.96	to	$52.95	$828,047	0.01%	0.80%	to	2.60%	29.83%	to	32.18%
2006	16,489	$11.47	to	$40.06	$529,809	0.18%	0.80%	to	2.60%	18.24%	to	20.44%
2005	13,480	$13.27	to	$33.26	$373,920	0.72%	0.80%	to	2.60%	34.63%	to	36.65%
ING Global Resources Portfolio - Service 2 Class
2009	1,285	$16.64	to	$25.82	$28,489	0.04%	1.40%	to	2.20%	34.19%	to	35.32%
2008	1,367	$12.40	to	$19.08	$22,531	1.65%	1.40%	to	2.20%	-42.38%	to	-41.90%
2007	1,436	$21.52	to	$32.84	$41,169	-	1.40%	to	2.20%	30.19%	to	31.20%
2006	1,445	$16.53	to	$25.03	$31,781	0.10%	1.40%	to	2.20%	18.49%	to	19.47%
2005	1,203	$13.95	to	$20.95	$22,547	0.75%	1.40%	to	2.20%	34.72%	to	35.69%
ING Janus Contrarian Portfolio - Service Class
2009	40,957	$6.93	to	$13.14	$460,273	0.58%	0.90%	to	2.60%	32.81%	to	35.22%
2008	48,636	$5.19	to	$9.72	$407,973	0.63%	0.90%	to	2.60%	-50.31%	to	-49.44%
2007	46,762	$14.17	to	$19.24	$784,615	-	0.90%	to	2.60%	17.74%	to	19.78%
2006	10,578	$11.99	to	$16.07	$149,666	0.42%	0.90%	to	2.60%	19.84%	to	22.00%
2005	6,969	$11.34	to	$13.19	$81,462	0.06%	0.90%	to	2.60%	12.73%	to	14.58%
ING Janus Contrarian Portfolio - Service 2 Class
2009	1,441	$10.89	to	$18.21	$21,856	0.31%	1.40%	to	2.20%	33.13%	to	34.29%
2008	1,646	$8.18	to	$13.56	$18,745	0.42%	1.40%	to	2.20%	-50.18%	to	-49.78%
2007	1,722	$16.42	to	$27.00	$39,413	-	1.40%	to	2.20%	18.13%	to	19.10%
2006	370	$13.90	to	$22.67	$7,234	0.34%	1.40%	to	2.20%	20.14%	to	21.10%
2005	225	$11.57	to	$18.72	$3,755	0.07%	1.40%	to	2.20%	13.00%	to	13.80%
ING JPMorgan Emerging Markets Equity Portfolio -
Service Class
2009	35,528	$8.23	to	$22.21	$692,447	1.48%	0.75%	to	2.60%	67.19%	to	70.19%
2008	35,629	$4.91	to	$13.05	$414,868	2.61%	0.75%	to	2.60%	-52.55%	to	-51.67%
2007	35,157	$18.01	to	$27.00	$867,350	0.89%	0.80%	to	2.60%	34.89%	to	37.40%
2006	27,668	$13.29	to	$19.65	$502,767	0.50%	0.80%	to	2.60%	32.26%	to	34.68%
2005	22,412	$13.00	to	$14.59	$305,326	0.07%	0.80%	to	2.60%	31.85%	to	33.73%

277

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
2009	1,238	$20.02	to	$31.84	$33,336	1.14%	1.40%	to	2.20%	67.53%	to	68.91%
2008	1,298	$11.95	to	$18.85	$20,686	2.26%	1.40%	to	2.20%	-52.41%	to	-52.04%
2007	1,430	$25.11	to	$39.30	$47,813	0.89%	1.40%	to	2.20%	35.15%	to	36.32%
2006	1,436	$18.58	to	$28.83	$35,277	0.49%	1.40%	to	2.20%	32.71%	to	33.78%
2005	1,054	$14.00	to	$21.55	$19,778	0.08%	1.40%	to	2.20%	31.71%	to	32.62%
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
2009	12,649	$9.20	to	$13.24	$153,523	0.41%	0.90%	to	2.60%	23.95%	to	26.22%
2008	13,007	$7.38	to	$10.58	$126,323	0.47%	0.80%	to	2.60%	-31.75%	to	-30.53%
2007	16,728	$10.76	to	$15.37	$236,387	0.13%	0.80%	to	2.60%	-4.25%	to	-2.50%
2006	16,274	$11.18	to	$15.92	$239,483	-	0.80%	to	2.60%	13.63%	to	15.74%
2005	13,753	$10.36	to	$13.89	$177,486	-	0.80%	to	2.60%	-13.35%	to	1.91%
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
2009	2,557	$9.62	to	$15.23	$34,226	0.22%	1.40%	to	2.20%	24.29%	to	25.35%
2008	2,792	$7.74	to	$12.15	$30,008	0.28%	1.40%	to	2.20%	-31.56%	to	-31.04%
2007	3,257	$11.31	to	$17.62	$50,959	-	1.40%	to	2.20%	-4.07%	to	-3.24%
2006	3,320	$11.79	to	$18.21	$54,102	-	1.40%	to	2.20%	13.91%	to	14.82%
2005	3,144	$10.35	to	$15.86	$45,409	-	1.40%	to	2.20%	1.34%	to	2.12%
ING Limited Maturity Bond Portfolio - Service Class
2009	5,258	$10.44	to	$27.44	$113,748	4.79%	0.50%	to	2.25%	4.76%	to	6.65%
2008	6,346	$9.94	to	$25.73	$130,395	6.53%	0.50%	to	2.25%	-2.48%	to	-0.73%
2007	8,412	$10.17	to	$25.92	$176,466	1.99%	0.50%	to	2.25%	3.35%	to	5.24%
2006	10,711	$18.26	to	$24.63	$216,291	3.51%	0.50%	to	2.25%	1.53%	to	3.31%
2005	13,640	$17.66	to	$23.84	$269,644	4.59%	0.50%	to	2.25%	-0.67%	to	1.10%
ING Liquid Assets Portfolio - Service Class
2009	97,754	$9.82	to	$19.41	$1,494,964	0.11%	0.75%	to	2.60%	-2.33%	to	-0.41%
2008	150,409	$10.01	to	$19.49	$2,331,467	2.26%	0.75%	to	2.60%	-0.19%	to	1.67%
2007	68,096	$10.32	to	$19.17	$1,050,018	4.98%	0.75%	to	2.60%	2.18%	to	4.18%
2006	46,163	$10.10	to	$18.40	$710,117	5.15%	0.75%	to	2.60%	1.92%	to	3.84%
2005	38,622	$9.89	to	$17.72	$582,359	3.06%	0.75%	to	2.60%	0.15%	to	2.01%

278

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Liquid Assets Portfolio - Service 2 Class
2009	3,118	$10.23	to	$10.58	$32,318	0.06%	1.40%	to	2.20%	-2.00%	to	-1.12%
2008	5,349	$10.40	to	$10.70	$56,288	2.09%	1.40%	to	2.20%	0.10%	to	0.85%
2007	2,311	$10.36	to	$10.64	$24,213	4.67%	1.40%	to	2.20%	2.44%	to	3.31%
2006	1,518	$10.07	to	$10.34	$15,430	4.99%	1.40%	to	2.20%	2.29%	to	3.11%
2005	1,143	$9.81	to	$10.08	$11,307	3.20%	1.40%	to	2.20%	0.40%	to	1.22%
ING Lord Abbett Affiliated Portfolio - Service Class
2009	5,806	$8.46	to	$11.24	$57,701	0.69%	0.90%	to	2.45%	15.79%	to	17.78%
2008	6,883	$7.23	to	$9.55	$58,611	2.38%	0.90%	to	2.60%	-38.24%	to	-37.15%
2007	8,922	$11.58	to	$15.21	$122,006	1.66%	0.90%	to	2.60%	1.44%	to	3.19%
2006	11,650	$11.28	to	$14.74	$155,652	0.80%	0.90%	to	2.60%	14.60%	to	16.57%
2005	10,892	$10.40	to	$12.66	$126,090	1.17%	0.90%	to	2.55%	2.87%	to	4.54%
ING Lord Abbett Affiliated Portfolio - Service 2 Class
2009	181	$8.73	to	$12.29	$1,991	0.57%	1.40%	to	2.20%	15.94%	to	16.94%
2008	200	$7.53	to	$10.51	$1,892	2.29%	1.40%	to	2.20%	-38.02%	to	-37.55%
2007	225	$12.15	to	$16.83	$3,428	1.63%	1.40%	to	2.20%	1.76%	to	2.56%
2006	245	$11.94	to	$16.41	$3,685	0.83%	1.40%	to	2.20%	14.70%	to	15.73%
2005	208	$10.41	to	$14.18	$2,804	1.27%	1.40%	to	2.20%	3.15%	to	3.89%
ING Marsico Growth Portfolio - Service Class
2009	34,422	$7.78	to	$15.53	$460,437	0.84%	0.80%	to	2.60%	25.61%	to	28.03%
2008	37,553	$6.17	to	$12.13	$397,436	0.52%	0.80%	to	2.60%	-41.84%	to	-40.80%
2007	41,695	$12.20	to	$20.49	$758,194	-	0.80%	to	2.60%	11.21%	to	13.20%
2006	44,891	$10.86	to	$18.69	$732,265	-	0.50%	to	2.60%	2.22%	to	4.41%
2005	51,436	$10.77	to	$17.90	$818,414	-	0.50%	to	2.60%	6.08%	to	8.35%
ING Marsico Growth Portfolio - Service 2 Class
2009	1,476	$9.04	to	$13.16	$17,480	0.69%	1.40%	to	2.20%	26.08%	to	27.03%
2008	1,535	$7.17	to	$10.36	$14,277	0.32%	1.40%	to	2.20%	-41.75%	to	-41.24%
2007	1,666	$12.31	to	$17.63	$26,446	-	1.40%	to	2.20%	11.50%	to	12.44%
2006	1,736	$11.04	to	$15.68	$24,784	-	1.40%	to	2.20%	2.51%	to	3.29%
2005	1,600	$10.77	to	$15.18	$22,546	-	1.40%	to	2.20%	6.47%	to	7.20%

279

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Marsico International Opportunities Portfolio -
Service Class
2009	14,798	$7.04	to	$12.48	$175,866	1.22%	0.75%	to	2.60%	33.99%	to	36.62%
2008	18,200	$5.23	to	$9.16	$160,191	1.13%	0.75%	to	2.60%	-50.83%	to	-49.95%
2007	16,499	$14.26	to	$18.30	$294,956	0.87%	0.90%	to	2.60%	17.41%	to	19.53%
2006	11,871	$12.08	to	$15.31	$179,220	0.03%	0.90%	to	2.60%	20.78%	to	22.89%
2005	10,005	$12.32	to	$12.46	$123,938	(a)	0.90%	to	2.60%		(a)
ING MFS Total Return Portfolio - Service Class
2009	35,805	$8.98	to	$28.47	$797,586	2.44%	0.50%	to	2.60%	14.78%	to	17.31%
2008	38,189	$7.77	to	$24.27	$740,739	5.93%	0.50%	to	2.60%	-24.37%	to	-22.73%
2007	43,202	$10.21	to	$31.41	$1,114,781	2.83%	0.50%	to	2.60%	1.28%	to	3.49%
2006	48,171	$11.08	to	$30.35	$1,227,770	2.28%	0.50%	to	2.60%	9.10%	to	11.38%
2005	53,957	$10.15	to	$27.25	$1,266,332	2.23%	0.50%	to	2.60%	0.19%	to	2.37%
ING MFS Total Return Portfolio - Service 2 Class
2009	2,933	$9.84	to	$12.80	$34,335	2.28%	1.40%	to	2.20%	15.09%	to	16.05%
2008	3,225	$8.55	to	$11.03	$32,705	5.67%	1.40%	to	2.20%	-24.13%	to	-23.51%
2007	3,710	$11.27	to	$14.42	$49,366	2.89%	1.40%	to	2.20%	1.53%	to	2.35%
2006	4,025	$11.10	to	$14.09	$52,787	2.19%	1.40%	to	2.20%	9.36%	to	10.25%
2005	4,017	$10.15	to	$12.78	$48,425	2.28%	1.40%	to	2.20%	0.47%	to	1.27%
ING MFS Utilities Portfolio - Service Class
2009	28,774	$8.04	to	$15.20	$416,638	5.29%	0.75%	to	2.60%	29.34%	to	31.87%
2008	31,245	$6.19	to	$11.55	$347,825	3.74%	0.75%	to	2.60%	-39.34%	to	-38.27%
2007	27,331	$15.42	to	$18.71	$499,704	0.74%	0.80%	to	2.60%	24.10%	to	26.38%
2006	18,136	$12.35	to	$14.82	$264,982	0.08%	0.80%	to	2.60%	27.43%	to	29.83%
2005	13,290	$10.19	to	$11.44	$151,085	(a)	0.80%	to	2.60%		(a)
ING Oppenheimer Active Allocation Portfolio -
Service Class
2009	2,217	$10.51	to	$12.98	$23,532	1.10%	0.95%	to	2.35%	24.97%	to	26.39%
2008	412	$8.41	to	$8.45	$3,471	(d)	1.15%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

280

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING PIMCO High Yield Portfolio - Service Class
2009	29,928	$11.24	to	$14.47	$400,025	8.29%	0.50%	to	2.60%	45.49%	to	48.60%
2008	35,884	$7.65	to	$9.76	$326,164	8.81%	0.50%	to	2.60%	-24.50%	to	-22.89%
2007	48,061	$10.74	to	$12.70	$574,507	6.90%	0.50%	to	2.60%	0.17%	to	2.37%
2006	54,855	$10.86	to	$12.45	$649,202	6.60%	0.50%	to	2.60%	6.14%	to	8.41%
2005	56,422	$10.21	to	$11.52	$624,247	6.59%	0.50%	to	2.60%	1.58%	to	3.76%
ING PIMCO Total Return Bond Portfolio - Service
Class
2009	184,659	$11.14	to	$19.42	$2,982,070	4.08%	0.75%	to	2.60%	11.41%	to	13.57%
2008	146,635	$10.05	to	$17.10	$2,112,274	3.67%	0.75%	to	2.60%	1.54%	to	3.45%
2007	67,225	$10.85	to	$16.53	$963,329	2.80%	0.75%	to	2.60%	6.15%	to	8.18%
2006	46,467	$10.19	to	$15.28	$629,159	2.44%	0.75%	to	2.60%	1.66%	to	3.54%
2005	46,819	$10.01	to	$14.76	$619,526	3.52%	0.75%	to	2.60%	-0.19%	to	1.72%
ING PIMCO Total Return Bond Portfolio - Service 2 Class
2009	5,514	$12.33	to	$14.04	$73,887	3.66%	1.40%	to	2.20%	11.79%	to	12.68%
2008	5,145	$11.03	to	$12.46	$61,403	3.17%	1.40%	to	2.20%	1.66%	to	2.64%
2007	4,084	$10.85	to	$12.14	$47,659	3.23%	1.40%	to	2.20%	6.37%	to	7.24%
2006	3,836	$10.20	to	$11.32	$41,970	2.47%	1.40%	to	2.20%	2.00%	to	2.82%
2005	3,333	$10.00	to	$11.01	$35,739	3.46%	1.40%	to	2.20%	0.20%	to	0.82%
ING Pioneer Fund Portfolio - Service Class
2009	5,109	$8.39	to	$10.64	$51,948	1.15%	0.75%	to	2.60%	20.84%	to	23.29%
2008	5,490	$6.83	to	$8.63	$45,727	2.81%	0.75%	to	2.60%	-36.39%	to	-35.26%
2007	6,910	$11.59	to	$13.33	$89,772	1.01%	0.75%	to	2.60%	2.26%	to	4.30%
2006	7,815	$12.39	to	$12.78	$98,275	-	0.75%	to	2.60%	13.77%	to	15.87%
2005	7,507	$10.89	to	$11.03	$82,253	(a)	0.75%	to	2.60%		(a)
ING Pioneer Mid Cap Value Portfolio - Service Class
2009	56,025	$8.41	to	$10.54	$563,986	1.19%	0.75%	to	2.60%	21.84%	to	24.29%
2008	60,375	$6.88	to	$8.48	$494,199	1.66%	0.75%	to	2.60%	-34.81%	to	-33.65%
2007	52,138	$11.64	to	$12.78	$648,885	0.53%	0.75%	to	2.60%	2.70%	to	4.75%
2006	52,297	$11.19	to	$12.20	$627,662	0.19%	0.75%	to	2.60%	9.44%	to	11.52%
2005	54,549	$10.04	to	$10.94	$592,996	(a)	0.75%	to	2.60%		(a)

281

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B	Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)	(lowest to highest)
ING Retirement Conservative Portfolio - Adviser
Class
2009	48,192	$8.30	to	$8.32	$400,422	(e)	0.95% to 2.35%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING Retirement Growth Portfolio - Adviser Class
2009	484,226	$9.35	to	$9.38	$4,534,412	(e)	0.95% to 2.60%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING Retirement Moderate Growth Portfolio - Adviser
Class
2009	322,936	$9.61	to	$9.64	$3,108,225	(e)	0.95% to 2.60%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING Retirement Moderate Portfolio - Adviser Class
2009	186,216	$9.84	to	$9.87	$1,834,949	(e)	0.95% to 2.60%		(e)
2008	(e)		(e)		(e)	(e)	(e)		(e)
2007	(e)		(e)		(e)	(e)	(e)		(e)
2006	(e)		(e)		(e)	(e)	(e)		(e)
2005	(e)		(e)		(e)	(e)	(e)		(e)
ING T. Rowe Price Capital Appreciation Portfolio -
Service Class
2009	75,826	$9.45	to	$52.21	$2,513,348	1.88%	0.75% to 2.60%	29.86%	to	32.33%
2008	75,307	$7.26	to	$39.50	$1,962,032	4.41%	0.75% to 2.60%	-29.40%	to	-28.10%
2007	70,829	$10.22	to	$54.94	$2,706,874	1.81%	0.80% to 2.60%	1.64%	to	3.56%
2006	65,649	$11.17	to	$53.05	$2,587,523	1.18%	0.80% to 2.60%	11.64%	to	13.72%
2005	59,970	$10.68	to	$46.65	$2,239,487	1.30%	0.80% to 2.60%	5.33%	to	6.87%

282

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
2009	5,711	$11.22	to	$16.31	$83,348	1.69%	1.40%	to	2.20%	30.16%	to	31.11%
2008	6,234	$8.62	to	$12.44	$69,529	3.87%	1.40%	to	2.20%	-29.23%	to	-28.63%
2007	7,127	$12.18	to	$17.43	$111,811	1.70%	1.40%	to	2.20%	1.92%	to	2.77%
2006	7,567	$11.95	to	$16.96	$115,607	1.16%	1.40%	to	2.20%	12.00%	to	12.92%
2005	6,643	$10.67	to	$15.02	$91,512	1.33%	1.40%	to	2.20%	5.34%	to	6.08%
ING T. Rowe Price Equity Income Portfolio - Service
Class
2009	28,154	$8.17	to	$32.99	$652,560	1.66%	0.50%	to	2.60%	21.80%	to	24.35%
2008	28,972	$6.65	to	$26.53	$553,960	4.20%	0.50%	to	2.60%	-37.39%	to	-36.01%
2007	30,810	$11.55	to	$41.46	$945,504	1.39%	0.50%	to	2.60%	0.39%	to	2.52%
2006	33,077	$12.03	to	$40.44	$1,025,488	1.30%	0.50%	to	2.60%	15.98%	to	18.52%
2005	34,766	$10.34	to	$34.12	$940,116	1.16%	0.50%	to	2.60%	1.18%	to	3.39%
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
2009	1,880	$9.28	to	$12.99	$22,439	1.53%	1.40%	to	2.20%	22.06%	to	23.01%
2008	2,064	$7.60	to	$10.56	$20,160	3.93%	1.40%	to	2.20%	-37.24%	to	-36.69%
2007	2,243	$12.11	to	$16.68	$34,714	1.32%	1.40%	to	2.20%	0.67%	to	1.52%
2006	2,374	$12.03	to	$16.43	$36,444	1.32%	1.40%	to	2.20%	16.34%	to	17.27%
2005	2,369	$10.34	to	$14.01	$31,279	1.12%	1.40%	to	2.20%	1.62%	to	2.26%
ING Templeton Global Growth Portfolio - Service
Class
2009	16,283	$7.93	to	$22.99	$299,463	2.07%	0.80%	to	2.60%	28.88%	to	31.22%
2008	16,433	$6.13	to	$17.52	$234,440	1.02%	0.80%	to	2.60%	-41.26%	to	-40.14%
2007	18,291	$11.69	to	$30.60	$448,072	1.03%	0.50%	to	2.60%	-0.30%	to	1.90%
2006	18,750	$11.67	to	$30.03	$466,167	0.89%	0.50%	to	2.60%	19.00%	to	21.33%
2005	17,674	$11.00	to	$24.75	$373,570	0.70%	0.50%	to	2.40%	7.40%	to	9.32%
ING Templeton Global Growth Portfolio - Service 2
Class
2009	346	$9.97	to	$15.22	$4,691	1.95%	1.40%	to	2.20%	29.15%	to	30.20%
2008	357	$7.72	to	$11.69	$3,738	0.71%	1.40%	to	2.20%	-41.07%	to	-40.60%
2007	464	$13.10	to	$19.68	$8,169	0.90%	1.40%	to	2.20%	0.00%	to	0.87%
2006	481	$13.10	to	$19.51	$8,479	0.84%	1.40%	to	2.20%	19.09%	to	20.06%
2005	429	$11.00	to	$16.25	$6,469	0.75%	1.40%	to	2.20%	7.47%	to	8.20%

283

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Van Kampen Global Franchise Portfolio - Service
Class
2009	18,516	$8.96	to	$16.29	$272,604	6.66%	0.80%	to	2.60%	25.54%	to	27.86%
2008	18,444	$7.11	to	$12.74	$215,647	1.99%	0.80%	to	2.60%	-30.39%	to	-29.14%
2007	20,324	$12.28	to	$17.98	$339,631	-	0.80%	to	2.60%	6.81%	to	8.84%
2006	19,786	$11.43	to	$16.52	$308,178	1.62%	0.80%	to	2.60%	18.18%	to	20.32%
2005	16,288	$10.56	to	$13.73	$213,710	0.22%	0.80%	to	2.60%	8.87%	to	10.46%
ING Van Kampen Global Franchise Portfolio -
Service 2 Class
2009	4,059	$12.36	to	$16.54	$60,900	6.66%	1.40%	to	2.20%	25.74%	to	26.74%
2008	4,476	$9.83	to	$13.05	$53,281	1.77%	1.40%	to	2.20%	-30.23%	to	-29.65%
2007	5,104	$14.09	to	$18.55	$86,794	-	1.40%	to	2.20%	7.15%	to	8.04%
2006	5,309	$13.15	to	$17.17	$84,046	1.67%	1.40%	to	2.20%	18.47%	to	19.44%
2005	4,920	$11.10	to	$14.38	$66,237	0.14%	1.40%	to	2.20%	8.82%	to	9.69%
ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class
2009	4,278	$9.67	to	$12.17	$41,756	3.07%	0.95%	to	2.35%	13.22%	to	14.45%
2008	318	$8.54	to	$8.58	$2,725	(d)	1.15%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Van Kampen Growth and Income Portfolio -
Service Class
2009	20,388	$8.35	to	$30.63	$482,174	1.23%	0.50%	to	2.60%	20.71%	to	23.31%
2008	21,955	$6.85	to	$24.84	$428,956	3.75%	0.50%	to	2.60%	-34.00%	to	-32.55%
2007	24,948	$11.42	to	$36.83	$739,205	1.52%	0.50%	to	2.60%	-0.08%	to	2.08%
2006	28,474	$11.39	to	$36.08	$851,385	1.15%	0.50%	to	2.60%	13.07%	to	15.42%
2005	29,601	$10.97	to	$31.26	$791,655	1.01%	0.50%	to	2.55%	7.61%	to	9.53%
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
2009	3,999	$9.97	to	$14.09	$51,349	1.11%	1.40%	to	2.20%	21.14%	to	21.99%
2008	4,227	$8.23	to	$11.55	$44,662	3.49%	1.40%	to	2.20%	-33.84%	to	-33.24%
2007	4,845	$12.44	to	$17.30	$77,095	1.37%	1.40%	to	2.20%	0.16%	to	0.99%
2006	5,087	$12.42	to	$17.13	$80,594	1.05%	1.40%	to	2.20%	13.32%	to	14.20%
2005	4,997	$10.96	to	$15.00	$70,383	1.00%	1.40%	to	2.20%	7.63%	to	8.32%

284

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Wells Fargo Small Cap Disciplined Portfolio -
Service Class
2009	1,807	$8.89	to	$12.84	$16,529	0.58%	0.90%	to	2.35%	27.00%	to	28.92%
2008	924	$6.95	to	$7.33	$6,594	0.84%	0.90%	to	2.35%	-34.33%	to	-33.36%
2007	1,325	$10.43	to	$11.00	$14,310	-	0.90%	to	2.35%	-6.00%	to	-4.51%
2006	2,157	$10.94	to	$11.52	$24,614	0.54%	0.90%	to	2.60%	16.79%	to	17.90%
2005	7	$9.71	to	$9.72	$71	(a)	1.40%	to	2.35%		(a)
ING Wells Fargo Small Cap Disciplined Portfolio -
Service 2 Class
2009	47	$8.89	to	$9.19	$425	0.50%	1.40%	to	2.20%	26.82%	to	27.82%
2008	52	$7.01	to	$7.19	$369	0.79%	1.40%	to	2.20%	-34.30%	to	-33.79%
2007	60	$10.67	to	$10.86	$641	-	1.40%	to	2.20%	-5.99%	to	-5.15%
2006	115	$11.35	to	$11.45	$1,313	(b)	1.40%	to	2.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Diversified International Fund - Class R
2009	24	$8.33	to	$8.50	$203	0.52%	0.75%	to	1.35%	32.85%	to	33.86%
2008	29	$6.27	to	$6.35	$182	7.24%	0.75%	to	1.35%	-46.77%	to	-46.46%
2007	34	$11.78	to	$11.86	$398	2.53%	0.75%	to	1.35%	10.40%	to	10.67%
2006	7	$10.67	to	$10.68	$76	(b)	1.00%	to	1.35%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING American Century Small-Mid Cap Value
Portfolio - Service Class
2009	127	$14.83	to	$16.27	$2,051	2.20%	0.75%	to	1.35%	33.81%	to	34.63%
2008	34	$11.17	to	$12.12	$404	0.87%	0.75%	to	1.35%	-27.54%	to	-27.11%
2007	32	$15.35	to	$16.66	$519	0.53%	0.75%	to	1.35%	-4.20%	to	-3.60%
2006	36	$15.96	to	$17.34	$611	0.02%	0.75%	to	1.35%	13.90%	to	14.58%
2005	33	$13.96	to	$15.17	$483	0.19%	0.75%	to	1.35%	6.56%	to	7.00%
ING Baron Small Cap Growth Portfolio - Service Class
2009	28,614	$8.16	to	$14.72	$288,247	-	0.75%	to	2.60%	31.77%	to	34.18%
2008	23,371	$6.17	to	$10.97	$177,288	-	0.75%	to	2.60%	-42.81%	to	-41.71%
2007	18,283	$11.41	to	$18.82	$240,630	-	0.75%	to	2.60%	3.35%	to	5.32%
2006	11,736	$11.00	to	$17.87	$147,898	-	0.75%	to	2.60%	12.27%	to	14.40%
2005	5,940	$10.91	to	$15.62	$66,027	-	0.75%	to	2.60%	5.94%	to	6.55%

285

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Columbia Small Cap Value Portfolio - Service
Class
2009	19,380	$7.80	to	$9.08	$156,330	1.23%	0.95%	to	2.60%	21.50%	to	23.51%
2008	20,680	$6.42	to	$7.36	$136,090	0.10%	0.95%	to	2.60%	-35.80%	to	-34.69%
2007	14,188	$10.00	to	$11.27	$144,098	0.12%	0.95%	to	2.60%	0.30%	to	2.08%
2006	7,129	$9.97	to	$11.06	$71,511	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Davis New York Venture Portfolio - Service Class
2009	30,411	$8.08	to	$11.93	$266,995	0.67%	0.75%	to	2.60%	28.14%	to	30.66%
2008	27,384	$6.28	to	$9.15	$185,900	0.86%	0.75%	to	2.60%	-40.84%	to	-39.67%
2007	16,069	$11.14	to	$15.21	$182,872	0.26%	0.75%	to	2.60%	1.46%	to	3.31%
2006	8,295	$10.98	to	$14.75	$92,112	0.01%	0.75%	to	2.60%	11.41%	to	13.07%
2005	210	$9.90	to	$13.09	$2,221	-	0.75%	to	2.20%	2.53%	to	3.05%
ING JPMorgan Mid Cap Value Portfolio - Service
Class
2009	6,384	$8.42	to	$14.90	$67,915	1.46%	0.75%	to	2.55%	22.50%	to	24.69%
2008	3,989	$6.86	to	$11.95	$35,664	2.75%	0.75%	to	2.55%	-34.77%	to	-33.54%
2007	1,393	$13.50	to	$17.98	$23,165	0.56%	0.75%	to	2.60%	-0.37%	to	1.58%
2006	1,576	$13.55	to	$17.70	$25,829	-	0.75%	to	2.60%	13.48%	to	15.61%
2005	1,732	$11.93	to	$15.31	$24,632	0.29%	0.75%	to	2.60%	5.66%	to	7.74%
ING Legg Mason Partners Aggressive Growth
Portfolio - Service Class
2009	8,824	$8.14	to	$10.75	$89,393	-	0.75%	to	2.55%	28.61%	to	30.90%
2008	10,153	$6.28	to	$8.23	$79,359	-	0.75%	to	2.55%	-40.88%	to	-39.75%
2007	11,590	$10.62	to	$13.69	$152,199	-	0.75%	to	2.60%	-4.49%	to	-2.68%
2006	12,234	$11.97	to	$14.09	$166,845	-	0.75%	to	2.60%	7.21%	to	9.18%
2005	12,230	$11.15	to	$12.93	$154,616	-	0.75%	to	2.60%	8.29%	to	10.14%
ING Oppenheimer Global Portfolio - Initial Class
2009	618	$11.50	to	$12.26	$7,415	2.34%	0.75%	to	2.10%	36.74%	to	38.53%
2008	762	$8.38	to	$8.85	$6,611	2.25%	0.75%	to	2.20%	-41.64%	to	-40.76%
2007	972	$14.20	to	$14.94	$14,307	1.09%	0.75%	to	2.60%	3.80%	to	5.81%
2006	1,210	$13.68	to	$14.12	$16,934	0.07%	0.75%	to	2.60%	14.95%	to	17.08%
2005	1,523	$11.90	to	$12.06	$18,307	(a)	0.75%	to	2.60%		(a)

286

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Oppenheimer Global Portfolio - Service Class
2009	10,171	$8.44	to	$15.14	$124,376	2.14%	0.75%	to	2.60%	35.73%	to	38.33%
2008	11,877	$6.16	to	$10.97	$105,333	2.45%	0.75%	to	2.60%	-42.04%	to	-40.94%
2007	10,498	$12.05	to	$18.62	$160,036	0.96%	0.75%	to	2.60%	3.55%	to	5.56%
2006	7,433	$11.61	to	$17.69	$108,798	0.07%	0.75%	to	2.60%	14.56%	to	16.69%
2005	2,571	$11.89	to	$15.19	$32,615	1.19%	0.75%	to	2.60%	10.32%	to	12.43%
ING Oppenheimer Strategic Income Portfolio -
Service Class
2009	732	$11.47	to	$11.80	$8,547	3.29%	0.75%	to	1.35%	19.73%	to	20.41%
2008	914	$9.58	to	$9.80	$8,886	6.50%	0.75%	to	1.35%	-16.91%	to	-16.38%
2007	862	$11.53	to	$11.72	$10,045	4.43%	0.75%	to	1.35%	7.16%	to	7.82%
2006	384	$10.76	to	$10.87	$4,165	0.12%	0.75%	to	1.35%	6.75%	to	7.41%
2005	306	$10.08	to	$10.12	$3,093	(a)	0.75%	to	1.35%		(a)
ING PIMCO Total Return Portfolio - Service Class
2009	718	$12.82	to	$14.46	$9,629	3.45%	0.75%	to	1.35%	11.09%	to	11.75%
2008	713	$11.54	to	$12.94	$8,589	5.66%	0.75%	to	1.35%	-1.54%	to	-0.92%
2007	386	$11.72	to	$13.06	$4,744	3.24%	0.75%	to	1.35%	7.92%	to	8.56%
2006	259	$10.86	to	$12.03	$2,982	1.65%	0.75%	to	1.35%	2.55%	to	3.26%
2005	247	$10.59	to	$11.65	$2,776	1.55%	0.75%	to	1.35%	0.76%	to	1.30%
ING Solution 2015 Portfolio - Service Class
2009	1,596	$10.48	to	$10.78	$16,960	3.91%	0.75%	to	1.35%	20.74%	to	21.40%
2008	1,280	$8.68	to	$8.88	$11,249	1.89%	0.75%	to	1.35%	-27.91%	to	-27.39%
2007	766	$12.04	to	$12.23	$9,290	0.51%	0.75%	to	1.35%	3.26%	to	3.82%
2006	278	$11.66	to	$11.78	$3,262	0.13%	0.75%	to	1.35%	9.54%	to	9.89%
2005	34	$10.69	to	$10.72	$363	(a)	0.75%	to	1.10%		(a)
ING Solution 2025 Portfolio - Service Class
2009	1,640	$10.12	to	$10.41	$16,849	3.52%	0.75%	to	1.35%	24.17%	to	24.82%
2008	1,108	$8.15	to	$8.34	$9,138	1.46%	0.75%	to	1.35%	-34.80%	to	-34.33%
2007	516	$12.50	to	$12.70	$6,508	0.38%	0.75%	to	1.35%	3.22%	to	3.84%
2006	207	$12.11	to	$12.23	$2,527	0.07%	0.75%	to	1.35%	11.79%
2005	4	$10.94			$47	(a)	0.75%				(a)

287

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Solution 2035 Portfolio - Service Class
2009	1,070	$10.18	to	$10.47	$11,035	2.91%	0.75%	to	1.35%	26.62%	to	27.37%
2008	980	$8.04	to	$8.22	$7,954	1.64%	0.75%	to	1.35%	-37.82%	to	-37.44%
2007	595	$12.93	to	$13.14	$7,753	0.41%	0.75%	to	1.35%	3.86%	to	4.45%
2006	126	$12.45	to	$12.58	$1,583	0.10%	0.75%	to	1.35%	13.00%	to	13.33%
2005	2	$11.08	to	$11.10	$19	(a)	0.75%	to	1.00%		(a)
ING Solution 2045 Portfolio - Service Class
2009	135	$10.14	to	$10.43	$1,384	2.15%	0.75%	to	1.35%	28.03%	to	28.77%
2008	153	$7.92	to	$8.10	$1,225	1.36%	0.75%	to	1.35%	-40.67%	to	-40.27%
2007	84	$13.35	to	$13.56	$1,135	0.14%	0.75%	to	1.35%	4.52%	to	4.95%
2006	24	$12.82	to	$12.92	$312	-	0.75%	to	1.20%	13.91%
2005	-	$11.29			$5	(a)	1.00%				(a)
ING Solution Income Portfolio - Service Class
2009	635	$10.76	to	$11.07	$6,919	5.25%	0.75%	to	1.35%	15.57%	to	16.28%
2008	581	$9.31	to	$9.52	$5,469	2.11%	0.75%	to	1.35%	-17.76%	to	-17.22%
2007	408	$11.32	to	$11.50	$4,657	0.65%	0.75%	to	1.35%	4.03%	to	4.36%
2006	52	$10.93	to	$11.02	$566	(b)	0.75%	to	1.20%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
2009	680	$11.04	to	$13.67	$9,112	0.31%	0.75%	to	1.35%	44.07%	to	44.90%
2008	339	$7.65	to	$9.46	$3,090	0.06%	0.75%	to	1.35%	-44.03%	to	-43.68%
2007	204	$13.63	to	$16.84	$3,215	-	0.75%	to	1.35%	11.42%	to	12.17%
2006	152	$12.20	to	$15.06	$2,030	-	0.75%	to	1.35%	7.51%	to	8.10%
2005	59	$11.39	to	$13.96	$729	-	0.75%	to	1.35%	7.54%	to	8.20%
ING T. Rowe Price Growth Equity Portfolio - Service
Class
2009	11,877	$7.87	to	$12.83	$97,640	0.01%	0.75%	to	2.60%	39.05%	to	41.41%
2008	5,066	$5.66	to	$9.09	$30,425	1.09%	0.75%	to	2.60%	-43.72%	to	-42.73%
2007	3,334	$10.10	to	$15.93	$35,823	0.14%	0.75%	to	2.45%	8.14%	to	8.79%
2006	320	$12.30	to	$14.68	$4,288	-	0.75%	to	1.35%	11.54%	to	12.19%
2005	282	$11.01	to	$13.12	$3,308	0.45%	0.75%	to	1.35%	4.50%	to	5.08%

288

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Templeton Foreign Equity Portfolio - Service
Class
2009	25,327	$7.67	to	$10.46	$241,228	-	0.75%	to	2.60%	28.47%	to	31.00%
2008	21,711	$5.97	to	$8.02	$159,726	3.32%	0.75%	to	2.60%	-42.17%	to	-41.17%
2007	8,749	$12.45	to	$13.64	$110,579	1.24%	0.95%	to	2.60%	12.26%	to	14.14%
2006	2,262	$11.09	to	$11.95	$25,226	(b)	0.95%	to	2.60%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING Thornburg Value Portfolio - Initial Class
2009	163	$8.51	to	$12.46	$1,479	1.12%	0.95%	to	2.10%	41.78%	to	43.50%
2008	188	$5.99	to	$8.72	$1,193	0.52%	0.95%	to	2.10%	-41.01%	to	-40.35%
2007	247	$10.15	to	$14.66	$2,633	0.44%	0.95%	to	2.10%	4.98%	to	6.18%
2006	331	$9.34	to	$13.84	$3,324	0.48%	0.95%	to	2.55%	13.90%	to	15.78%
2005	389	$8.20	to	$11.99	$3,383	0.85%	0.95%	to	2.55%	-0.97%	to	0.57%
ING Thornburg Value Portfolio - Service Class
2009	718	$9.82	to	$13.11	$7,716	0.79%	0.75%	to	2.35%	40.89%	to	43.36%
2008	679	$6.97	to	$9.18	$4,948	0.10%	0.75%	to	2.35%	-41.30%	to	-40.37%
2007	1,107	$11.74	to	$15.42	$13,460	0.75%	0.75%	to	2.35%	4.49%	to	6.20%
2006	592	$11.09	to	$14.56	$6,794	0.02%	0.75%	to	2.35%	15.13%	to	15.68%
2005	27	$9.76	to	$12.62	$277	0.55%	0.75%	to	1.20%	0.08%	to	0.51%
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
2009	649	$9.20	to	$12.05	$6,503	1.15%	0.75%	to	2.35%	28.49%	to	30.69%
2008	796	$7.16	to	$9.25	$6,145	1.56%	0.75%	to	2.35%	-41.41%	to	-40.47%
2007	1,086	$12.22	to	$15.57	$14,104	0.67%	0.75%	to	2.45%	-1.60%	to	0.16%
2006	1,739	$12.40	to	$15.59	$22,611	0.48%	0.75%	to	2.60%	11.39%	to	13.42%
2005	628	$11.02	to	$13.77	$7,228	0.51%	0.75%	to	2.60%	6.66%	to	8.23%
ING Van Kampen Comstock Portfolio - Service Class
2009	15,876	$8.24	to	$12.18	$164,271	2.32%	0.75%	to	2.60%	25.28%	to	27.51%
2008	16,491	$6.55	to	$9.57	$135,204	3.99%	0.75%	to	2.60%	-38.19%	to	-36.94%
2007	16,860	$10.78	to	$15.22	$221,984	1.25%	0.75%	to	2.60%	-4.83%	to	-3.00%
2006	15,954	$11.25	to	$15.73	$219,324	0.70%	0.75%	to	2.60%	12.87%	to	14.96%
2005	13,926	$10.31	to	$13.71	$168,923	0.51%	0.75%	to	2.60%	0.81%	to	2.74%

289

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Van Kampen Equity and Income Portfolio -
Initial Class
2009	202	$11.39	to	$11.63	$2,321	1.91%	0.75%	to	1.20%	21.30%	to	21.78%
2008	221	$9.34	to	$9.55	$2,076	5.06%	0.75%	to	1.35%	-24.43%	to	-23.96%
2007	283	$12.36	to	$12.56	$3,542	2.47%	0.75%	to	1.35%	2.15%	to	2.78%
2006	321	$12.10	to	$12.22	$3,913	1.93%	0.75%	to	1.35%	11.21%	to	11.80%
2005	380	$10.88	to	$10.93	$4,151	(a)	0.75%	to	1.35%		(a)
ING Van Kampen Equity and Income Portfolio -
Service Class
2009	17,055	$8.66	to	$13.99	$189,556	1.66%	0.75%	to	2.60%	19.14%	to	21.49%
2008	18,391	$7.23	to	$11.55	$169,926	7.22%	0.75%	to	2.60%	-25.55%	to	-24.14%
2007	8,181	$9.66	to	$15.26	$102,113	1.91%	0.75%	to	2.60%	0.59%	to	2.49%
2006	5,017	$11.82	to	$14.92	$61,397	2.21%	0.75%	to	2.60%	9.47%	to	11.56%
2005	3,123	$10.77	to	$13.41	$34,098	-	0.75%	to	2.60%	6.31%	to	7.00%
ING Strategic Allocation Conservative Portfolio -
Class S
2009	102	$12.97	to	$13.35	$1,353	8.24%	0.75%	to	1.35%	16.11%	to	16.90%
2008	103	$11.17	to	$11.42	$1,170	4.28%	0.75%	to	1.35%	-24.93%	to	-24.47%
2007	96	$14.88	to	$15.12	$1,445	2.50%	0.75%	to	1.35%	4.26%	to	4.71%
2006	50	$14.33	to	$14.44	$717	1.55%	0.75%	to	1.20%	7.07%	to	7.36%
2005	9	$13.43	to	$13.45	$118	(a)	0.75%	to	1.10%		(a)
ING Strategic Allocation Growth Portfolio - Class S
2009	42	$13.85	to	$14.25	$589	9.26%	0.75%	to	1.35%	23.22%	to	24.02%
2008	45	$11.24	to	$11.49	$512	3.10%	0.75%	to	1.35%	-36.98%	to	-36.69%
2007	25	$17.93	to	$18.15	$455	1.31%	0.75%	to	1.20%	3.52%	to	3.95%
2006	18	$17.32	to	$17.46	$308	0.48%	0.75%	to	1.20%	11.65%	to	12.07%
2005	2	$15.54	to	$15.58	$29	(a)	0.75%	to	1.10%		(a)
ING Strategic Allocation Moderate Portfolio - Class S
2009	48	$13.43	to	$13.81	$657	7.97%	0.75%	to	1.35%	19.91%	to	20.51%
2008	50	$11.20	to	$11.46	$573	3.34%	0.75%	to	1.35%	-31.58%	to	-31.09%
2007	52	$16.37	to	$16.63	$862	2.06%	0.75%	to	1.35%	3.87%	to	4.46%
2006	44	$15.76	to	$15.92	$693	1.01%	0.75%	to	1.35%	9.29%	to	9.94%
2005	25	$14.42	to	$14.48	$362	(a)	0.75%	to	1.35%		(a)

290

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Growth and Income Portfolio - Class I
2009	14	$7.87	to	$7.89	$109	1.01%	1.25%	to	1.40%	28.50%	to	28.59%
2008	15	$6.12	to	$6.14	$90	1.67%	1.25%	to	1.40%	-38.55%	to	-38.35%
2007	15		$9.96		$150	(c)	1.25%	to	1.40%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING Growth and Income Portfolio - Class S
2009	57,953	$7.62	to	$13.34	$453,859	1.45%	0.50%	to	2.60%	26.58%	to	29.34%
2008	44,763	$6.02	to	$10.33	$274,706	3.86%	0.50%	to	2.60%	-39.13%	to	-38.33%
2007	488	$9.94	to	$16.75	$7,420	1.64%	0.75%	to	2.20%	5.71%	to	6.35%
2006	310	$14.70	to	$15.75	$4,758	1.29%	0.75%	to	1.35%	12.40%	to	12.90%
2005	177	$13.15	to	$13.95	$2,431	1.09%	0.75%	to	1.20%	6.65%	to	7.14%
ING GET U.S. Core Portfolio - Series 5
2009	1,378	$10.11	to	$10.72	$14,317	3.58%	1.45%	to	2.50%	-0.88%	to	0.19%
2008	1,627	$10.11	to	$10.70	$16,931	1.51%	1.45%	to	2.70%	-9.81%	to	-8.70%
2007	2,032	$11.19	to	$11.72	$23,310	1.78%	1.45%	to	2.75%	-0.62%	to	0.69%
2006	2,507	$11.17	to	$11.64	$28,664	1.86%	1.25%	to	3.10%	7.92%	to	9.61%
2005	3,529	$10.35	to	$10.66	$37,081	0.97%	1.25%	to	3.10%	-0.48%	to	1.43%
ING GET U.S. Core Portfolio - Series 6
2009	1,412	$9.61	to	$10.48	$14,418	2.17%	1.45%	to	3.10%	-1.44%	to	0.19%
2008	1,829	$9.75	to	$10.46	$18,708	1.91%	1.45%	to	3.10%	-9.05%	to	-7.52%
2007	2,246	$10.72	to	$11.39	$24,947	2.46%	1.25%	to	3.10%	0.19%	to	1.97%
2006	2,775	$10.70	to	$11.17	$30,412	2.27%	1.25%	to	3.10%	7.10%	to	9.08%
2005	4,173	$9.99	to	$10.24	$42,244	0.39%	1.25%	to	3.10%	-0.50%	to	1.49%
ING GET U.S. Core Portfolio - Series 7
2009	1,033	$9.65	to	$10.40	$10,450	2.29%	1.45%	to	2.95%	-1.93%	to	-0.48%
2008	1,169	$9.84	to	$10.45	$11,948	1.97%	1.45%	to	2.95%	-7.69%	to	-6.36%
2007	1,480	$10.62	to	$11.23	$16,210	2.54%	1.25%	to	3.10%	0.09%	to	2.00%
2006	2,117	$10.60	to	$11.01	$22,891	2.17%	1.25%	to	3.10%	6.85%	to	8.90%
2005	3,676	$9.92	to	$10.11	$36,810	0.14%	1.25%	to	3.10%	-0.30%	to	0.90%

291

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING GET U.S. Core Portfolio - Series 8
2009	543	$9.92	to	$10.54	$5,547	2.39%	1.25%	to	2.50%	-0.60%	to	0.57%
2008	725	$9.98	to	$10.48	$7,399	1.87%	1.25%	to	2.50%	-8.86%	to	-7.58%
2007	896	$10.77	to	$11.34	$9,955	2.27%	1.25%	to	3.10%	0.47%	to	2.35%
2006	998	$10.72	to	$11.08	$10,909	1.75%	1.25%	to	3.10%	7.31%	to	9.27%
2005	1,504	$9.99	to	$10.14	$15,156	(a)	1.25%	to	3.10%		(a)
ING GET U.S. Core Portfolio - Series 9
2009	504	$9.89	to	$10.38	$5,144	2.25%	1.45%	to	2.50%	-1.00%	to	0.00%
2008	596	$9.92	to	$10.38	$6,080	2.19%	1.45%	to	2.70%	-7.72%	to	-6.49%
2007	686	$10.65	to	$11.10	$7,521	2.59%	1.45%	to	3.10%	0.76%	to	2.40%
2006	940	$10.57	to	$10.88	$10,101	1.35%	1.25%	to	3.10%	6.77%	to	8.80%
2005	1,656	$9.90	to	$10.00	$16,493	(a)	1.25%	to	3.10%		(a)
ING GET U.S. Core Portfolio - Series 10
2009	412	$9.75	to	$10.30	$4,090	2.82%	1.25%	to	2.50%	-3.37%	to	-2.09%
2008	501	$9.95	to	$10.52	$5,125	2.53%	1.25%	to	2.90%	-6.66%	to	-5.05%
2007	562	$10.66	to	$11.08	$6,095	2.00%	1.25%	to	2.90%	0.57%	to	2.31%
2006	805	$10.57	to	$10.83	$8,614	0.73%	1.25%	to	3.10%	6.44%	to	8.41%
2005	1,255	$9.93	to	$9.99	$12,504	(a)	1.25%	to	3.10%		(a)
ING GET U.S. Core Portfolio - Series 11
2009	565	$9.77	to	$10.38	$5,718	3.98%	1.45%	to	2.95%	-3.65%	to	-2.17%
2008	742	$10.14	to	$10.61	$7,708	2.42%	1.45%	to	2.95%	-2.31%	to	-0.93%
2007	836	$10.35	to	$10.71	$8,827	3.25%	1.45%	to	3.10%	-1.05%	to	0.56%
2006	1,056	$10.46	to	$10.65	$11,153	0.27%	1.45%	to	3.10%	5.29%	to	6.29%
2005	148	$10.01	to	$10.02	$1,482	(a)	0.95%	to	1.90%		(a)
ING GET U.S. Core Portfolio - Series 12
2009	221	$9.71	to	$10.33	$2,232	3.19%	1.45%	to	3.05%	-3.67%	to	-2.09%
2008	268	$10.08	to	$10.55	$2,781	1.71%	1.45%	to	3.05%	-9.03%	to	-7.54%
2007	355	$11.07	to	$11.41	$4,014	1.30%	1.45%	to	3.10%	-0.18%	to	1.51%
2006	426	$11.09	to	$11.24	$4,768	(b)	1.45%	to	3.10%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)

292

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING GET U.S. Core Portfolio - Series 13
2009	1,567	$9.82	to	$10.17	$15,806	3.48%	1.45%	to	2.45%	-4.47%	to	-3.51%
2008	2,204	$10.16	to	$10.54	$23,085	2.18%	1.45%	to	2.90%	-0.59%	to	0.86%
2007	3,493	$10.19	to	$10.45	$36,193	0.65%	1.45%	to	3.10%	1.70%	to	3.36%
2006	5,273	$10.02	to	$10.11	$53,117	(b)	1.45%	to	3.10%		(b)
2005	(b)		(b)		(b)	(b)		(b)			(b)
ING GET U.S. Core Portfolio - Series 14
2009	4,490	$9.72	to	$10.20	$45,358	3.95%	1.45%	to	3.05%	-3.76%	to	-2.30%
2008	7,383	$10.10	to	$10.44	$76,227	1.88%	1.45%	to	3.05%	-0.10%	to	1.56%
2007	8,660	$10.11	to	$10.28	$88,486	(c)	1.45%	to	3.10%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
ING BlackRock Science and Technology Opportunities
Portfolio - Class S
2009	22,823	$9.58	to	$14.51	$223,254	-	0.75%	to	2.60%	48.53%	to	51.46%
2008	13,408	$6.45	to	$9.58	$87,426	-	0.75%	to	2.60%	-40.81%	to	-40.46%
2007	71	$15.83	to	$16.09	$1,140	-	0.75%	to	1.35%	17.26%	to	17.96%
2006	41	$13.50	to	$13.64	$550	-	0.75%	to	1.35%	5.30%	to	5.98%
2005	6	$12.82	to	$12.87	$78	(a)	0.75%	to	1.35%		(a)
ING Dow Jones Euro STOXX 50 Index Portfolio -
Class A
2009	62	$9.79	to	$9.82	$608	(e)	1.15%	to	2.25%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING FTSE 100 Index Portfolio - Class A
2009	74	$10.24	to	$10.27	$755	(e)	1.15%	to	2.25%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)

293

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Hang Seng Index Portfolio - Class S
2009	3,225	$12.87	to	$13.00	$41,686	(e)	0.95%	to	2.35%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Index Plus LargeCap Portfolio - Class S
2009	19,841	$7.78	to	$11.56	$174,337	2.75%	0.75%	to	2.60%	19.74%	to	21.99%
2008	24,189	$6.45	to	$9.49	$174,373	2.25%	0.75%	to	2.60%	-39.00%	to	-37.84%
2007	25,928	$10.51	to	$15.31	$303,196	0.68%	0.75%	to	2.60%	2.05%	to	3.98%
2006	18,042	$10.70	to	$14.76	$204,688	0.88%	0.75%	to	2.60%	11.30%	to	13.44%
2005	17,237	$9.61	to	$13.05	$173,748	1.22%	0.75%	to	2.60%	2.43%	to	4.30%
ING Index Plus MidCap Portfolio - Class S
2009	11,403	$8.13	to	$13.56	$127,725	1.34%	0.75%	to	2.60%	28.07%	to	30.42%
2008	13,369	$6.31	to	$10.42	$115,644	1.19%	0.75%	to	2.60%	-39.37%	to	-38.21%
2007	16,517	$10.34	to	$16.90	$232,853	0.48%	0.75%	to	2.60%	2.49%	to	4.49%
2006	16,098	$10.83	to	$16.21	$220,692	0.44%	0.75%	to	2.60%	6.32%	to	8.27%
2005	13,837	$11.08	to	$15.01	$177,634	0.39%	0.75%	to	2.60%	7.93%	to	10.02%
ING Index Plus SmallCap Portfolio - Class S
2009	8,979	$7.64	to	$12.93	$94,468	1.41%	0.75%	to	2.60%	21.34%	to	23.58%
2008	10,297	$6.26	to	$10.49	$88,612	0.67%	0.75%	to	2.60%	-35.36%	to	-34.20%
2007	13,011	$9.63	to	$15.97	$171,833	0.13%	0.75%	to	2.60%	-9.01%	to	-7.17%
2006	13,635	$11.83	to	$17.26	$197,450	0.25%	0.75%	to	2.60%	10.55%	to	12.65%
2005	11,068	$10.68	to	$15.36	$144,771	0.27%	0.75%	to	2.60%	4.63%	to	6.56%
ING International Index Portfolio - Class S
2009	8,995	$7.46	to	$13.99	$69,588	-	0.75%	to	2.60%	24.42%	to	26.32%
2008	998	$6.02	to	$6.09	$6,041	(d)	0.95%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

294

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Japan Equity Index Portfolio - Class A
2009	33	$9.84	to	$9.87	$324	(e)	1.00%	to	2.35%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Opportunistic Large Cap Portfolio - Class S
2009	1,384	$6.90	to	$11.12	$11,219	2.74%	0.75%	to	2.55%	12.01%	to	13.88%
2008	1,626	$6.16	to	$9.78	$11,563	1.77%	0.75%	to	2.55%	-37.46%	to	-36.28%
2007	2,032	$9.85	to	$15.39	$22,941	1.47%	0.75%	to	2.60%	0.08%	to	2.03%
2006	2,433	$9.83	to	$15.12	$27,029	1.40%	0.75%	to	2.60%	12.73%	to	14.92%
2005	2,925	$8.72	to	$13.20	$28,537	0.36%	0.75%	to	2.60%	4.06%	to	5.94%
ING Russell™ Global Large Cap Index 75%
Portfolio - Class S
2009	1,718	$9.93	to	$12.98	$17,237	2.96%	0.95%	to	2.35%	22.29%	to	23.80%
2008	335	$8.12	to	$8.15	$2,725	(d)	1.15%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Russell™ Large Cap Growth Index Portfolio -
Class S
2009	11,210	$11.73	to	$12.75	$141,894	(e)	0.75%	to	2.55%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Large Cap Index Portfolio - Class S
2009	45,756	$8.00	to	$12.91	$372,497	-	0.80%	to	2.60%	20.57%	to	22.44%
2008	3,418	$6.66	to	$6.73	$22,903	(d)	0.80%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)

295

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING Russell™ Large Cap Value Index Portfolio -
Class S
2009	1,922	$12.40	to	$12.55	$24,005	(e)	0.95%	to	2.60%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
2009	19,157	$12.88	to	$13.04	$248,368	(e)	0.90%	to	2.60%		(e)
2008	(e)		(e)		(e)	(e)		(e)			(e)
2007	(e)		(e)		(e)	(e)		(e)			(e)
2006	(e)		(e)		(e)	(e)		(e)			(e)
2005	(e)		(e)		(e)	(e)		(e)			(e)
ING Russell™ Mid Cap Index Portfolio - Class S
2009	10,132	$8.30	to	$8.51	$85,119	-	0.95%	to	2.40%	36.45%	to	38.37%
2008	3,704	$6.04	to	$6.15	$22,649	(d)	0.80%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Russell™ Small Cap Index Portfolio - Class S
2009	13,275	$8.54	to	$8.76	$114,700	-	0.90%	to	2.35%	23.41%	to	25.32%
2008	10,143	$6.91	to	$7.00	$70,527	(d)	0.80%	to	2.45%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING Small Company Portfolio - Class S
2009	8,151	$8.82	to	$15.02	$75,533	0.54%	0.75%	to	2.35%	24.23%	to	26.28%
2008	5,881	$7.09	to	$11.93	$43,479	0.10%	0.75%	to	2.55%	-32.17%	to	-31.74%
2007	166	$15.12	to	$17.52	$2,803	-	0.75%	to	1.35%	4.23%	to	4.89%
2006	135	$14.46	to	$16.75	$2,151	0.16%	0.75%	to	1.35%	14.53%	to	15.18%
2005	94	$12.60	to	$14.57	$1,294	0.02%	0.75%	to	1.35%	8.56%	to	9.23%

296

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
ING U.S. Bond Index Portfolio - Class S
2009	23,840	$10.39	to	$10.89	$251,758	2.45%	0.75%	to	2.60%	2.77%	to	4.78%
2008	17,418	$10.11	to	$10.41	$177,261	(d)	0.75%	to	2.60%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING WisdomTree^SMGlobal High-Yielding Equity
Index Portfolio - Class S
2009	27,525	$7.61	to	$7.89	$213,033	-	0.75%	to	2.35%	26.91%	to	28.92%
2008	23,942	$6.00	to	$6.12	$145,051	(d)	0.75%	to	2.35%		(d)
2007	(d)		(d)		(d)	(d)		(d)			(d)
2006	(d)		(d)		(d)	(d)		(d)			(d)
2005	(d)		(d)		(d)	(d)		(d)			(d)
ING International Value Portfolio - Class S
2009	713	$13.71	to	$15.35	$10,718	1.54%	0.75%	to	1.35%	24.38%	to	25.22%
2008	740	$10.99	to	$12.29	$8,896	2.78%	0.75%	to	1.35%	-43.09%	to	-42.76%
2007	632	$19.26	to	$21.52	$13,183	1.57%	0.75%	to	1.35%	11.53%	to	12.21%
2006	380	$17.22	to	$19.23	$6,945	1.86%	0.75%	to	1.35%	27.09%	to	27.86%
2005	199	$13.52	to	$15.08	$2,846	1.87%	0.75%	to	1.35%	7.68%	to	8.21%
ING MidCap Opportunities Portfolio - Class S
2009	32,727	$8.49	to	$15.94	$297,130	0.12%	0.50%	to	2.35%	37.78%	to	40.23%
2008	34,217	$6.16	to	$11.41	$223,352	-	0.50%	to	2.45%	-39.19%	to	-38.22%
2007	2,454	$10.12	to	$18.51	$26,412	-	0.75%	to	2.35%	22.47%	to	24.51%
2006	3,017	$8.25	to	$14.90	$25,935	-	0.75%	to	2.35%	5.13%	to	6.84%
2005	3,860	$7.84	to	$13.99	$31,259	-	0.75%	to	2.35%	7.69%	to	9.33%
ING SmallCap Opportunities Portfolio - Class S
2009	8,154	$6.79	to	$14.29	$59,441	-	0.75%	to	2.35%	27.54%	to	29.65%
2008	9,121	$5.31	to	$11.04	$51,591	-	0.75%	to	2.45%	-36.17%	to	-35.11%
2007	11,476	$8.31	to	$17.06	$100,307	-	0.75%	to	2.60%	7.00%	to	9.00%
2006	14,427	$7.74	to	$15.69	$116,669	-	0.75%	to	2.60%	9.43%	to	11.49%
2005	15,436	$7.05	to	$14.11	$112,432	-	0.75%	to	2.60%	6.47%	to	8.14%

297

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Legg Mason ClearBridge Variable Investors Portfolio
2009	11	$7.58	to	$7.61	$80	1.31%	1.25%	to	1.40%	22.85%	to	22.94%
2008	12	$6.17	to	$6.19	$73	0.83%	1.25%	to	1.40%	-36.59%	to	-36.45%
2007	17	$9.73	to	$9.74	$169	(c)	1.25%	to	1.40%		(c)
2006	(c)		(c)		(c)	(c)		(c)			(c)
2005	(c)		(c)		(c)	(c)		(c)			(c)
Legg Mason Global Currents Variable International
All Cap Opportunity Portfolio
2009	4	$13.07	to	$13.36	$46	-	1.25%	to	1.40%	26.77%	to	27.00%
2008	4	$10.31	to	$10.52	$39	1.40%	1.25%	to	1.40%	-44.18%	to	-44.10%
2007	6	$18.47	to	$18.82	$104	0.83%	1.25%	to	1.40%	4.88%	to	4.96%
2006	8	$17.61	to	$17.93	$136	1.91%	1.25%	to	1.40%	24.10%	to	24.34%
2005	10	$14.19	to	$14.42	$144	1.12%	1.25%	to	1.40%	10.17%	to	10.33%
Legg Mason Western Asset Variable High Income
Portfolio
2009	4	$18.41	to	$18.82	$78	12.40%	1.25%	to	1.40%	57.75%	to	57.89%
2008	4	$11.67	to	$11.92	$51	9.94%	1.25%	to	1.40%	-30.99%	to	-30.86%
2007	6	$16.91	to	$17.24	$110	8.07%	1.25%	to	1.40%	-1.11%	to	-0.92%
2006	8	$17.10	to	$17.40	$138	6.49%	1.25%	to	1.40%	9.40%	to	9.57%
2005	12	$15.63	to	$15.88	$185	7.11%	1.25%	to	1.40%	1.23%	to	1.34%
Legg Mason Western Asset Variable Money Market
Portfolio
2009	2	$13.38			$23	-	1.40%			-1.18%
2008	2	$13.54			$23	3.17%	1.40%			1.12%
2007	12	$13.39			$166	2.12%	1.40%			3.48%
2006	2	$12.94			$23	4.49%	1.40%			3.19%
2005	2	$12.54			$24	3.31%	1.40%			1.37%
Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
2009	102	$15.36	to	$15.80	$1,600	0.50%	0.75%	to	1.35%	34.97%	to	35.86%
2008	71	$11.38	to	$11.63	$822	0.28%	0.75%	to	1.35%	-38.82%	to	-38.47%
2007	70	$18.60	to	$18.90	$1,323	0.19%	0.75%	to	1.35%	-2.72%	to	-2.17%
2006	43	$19.12	to	$19.32	$822	0.01%	0.75%	to	1.35%	13.41%	to	13.85%
2005	5	$16.93	to	$16.97	$91	(a)	0.75%	to	1.10%		(a)

298

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
PIMCO Real Return Portfolio - Administrative Class
2009	949	$11.62	to	$11.96	$11,216	2.94%	0.75%	to	1.35%	16.78%	to	17.49%
2008	745	$9.95	to	$10.18	$7,515	4.22%	0.75%	to	1.35%	-8.29%	to	-7.71%
2007	222	$10.85	to	$11.03	$2,430	4.24%	0.75%	to	1.35%	9.05%	to	9.64%
2006	130	$9.95	to	$10.06	$1,301	4.45%	0.75%	to	1.35%	-0.40%	to	0.10%
2005	35	$10.02	to	$10.05	$352	(a)	0.75%	to	1.20%		(a)
Pioneer Equity Income VCT Portfolio - Class II
2009	1,206	$11.12	to	$12.72	$15,029	3.01%	0.75%	to	1.35%	12.29%	to	13.04%
2008	1,213	$9.87	to	$11.28	$13,323	2.72%	0.75%	to	1.35%	-31.41%	to	-30.97%
2007	1,031	$14.36	to	$16.39	$16,338	2.74%	0.75%	to	1.35%	-0.80%	to	-0.20%
2006	551	$14.44	to	$16.47	$8,556	2.31%	0.75%	to	1.35%	20.52%	to	21.20%
2005	272	$11.95	to	$13.62	$3,429	2.17%	0.75%	to	1.35%	4.09%	to	4.66%
ProFund VP Bull
2009	2,036	$7.18	to	$10.05	$15,316	0.65%	0.95%	to	2.25%	21.49%	to	23.28%
2008	2,280	$5.91	to	$8.22	$14,046	-	0.95%	to	2.60%	-39.27%	to	-38.28%
2007	2,986	$9.60	to	$13.43	$30,062	0.44%	0.90%	to	2.60%	0.85%	to	2.61%
2006	5,805	$9.42	to	$13.20	$57,596	0.22%	0.90%	to	2.60%	10.75%	to	12.62%
2005	8,379	$8.50	to	$11.82	$74,309	0.22%	0.90%	to	2.60%	0.12%	to	1.78%
ProFund VP Europe 30
2009	1,144	$8.70	to	$13.41	$10,444	2.60%	0.95%	to	2.35%	29.26%	to	31.05%
2008	1,401	$6.72	to	$10.32	$9,835	2.06%	0.90%	to	2.35%	-45.34%	to	-44.50%
2007	1,835	$12.05	to	$18.75	$23,421	2.03%	0.90%	to	2.60%	11.56%	to	13.54%
2006	2,641	$10.79	to	$16.66	$29,949	0.34%	0.90%	to	2.60%	14.46%	to	16.50%
2005	3,806	$9.42	to	$14.43	$37,372	0.13%	0.90%	to	2.60%	5.29%	to	7.16%
ProFund VP Rising Rates Opportunity
2009	2,393	$5.72	to	$7.07	$14,303	0.55%	0.95%	to	2.60%	28.82%	to	30.95%
2008	2,870	$4.43	to	$5.47	$13,199	5.38%	0.95%	to	2.60%	-39.61%	to	-38.60%
2007	4,013	$7.26	to	$9.01	$30,230	5.33%	0.95%	to	2.60%	-7.67%	to	-6.07%
2006	5,900	$7.81	to	$9.72	$47,606	2.01%	0.95%	to	2.60%	7.34%	to	9.15%
2005	6,792	$7.27	to	$9.02	$50,608	-	0.95%	to	2.60%	-10.28%	to	-8.82%

299

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Wells Fargo Advantage Asset Allocation Fund
2009	187	$9.35	to	$10.99	$2,009	1.85%	1.40%	to	2.20%	12.92%	to	13.89%
2008	210	$8.28	to	$9.65	$1,989	2.43%	1.40%	to	2.20%	-30.65%	to	-30.12%
2007	241	$11.94	to	$13.81	$3,282	2.27%	1.40%	to	2.20%	5.20%	to	6.07%
2006	268	$11.35	to	$13.02	$3,422	2.29%	1.40%	to	2.20%	9.75%	to	10.62%
2005	285	$10.34	to	$11.77	$3,308	2.45%	1.40%	to	2.20%	2.83%	to	3.52%
Wells Fargo Advantage C&B Large Cap Value Fund
2009	22	$9.45	to	$11.27	$238	1.70%	1.65%	to	2.20%	26.00%	to	26.77%
2008	27	$7.50	to	$9.01	$233	1.39%	1.40%	to	2.20%	-36.44%	to	-35.92%
2007	36	$11.80	to	$14.06	$489	1.14%	1.40%	to	2.20%	-3.36%	to	-2.56%
2006	40	$12.21	to	$14.43	$560	1.46%	1.40%	to	2.20%	19.47%	to	20.35%
2005	48	$10.22	to	$11.99	$568	0.81%	1.40%	to	2.20%	0.94%	to	1.45%
Wells Fargo Advantage Equity Income Fund
2009	55	$8.64	to	$10.31	$555	1.85%	1.65%	to	2.20%	14.29%	to	14.94%
2008	60	$7.56	to	$8.97	$529	1.96%	1.65%	to	2.20%	-37.83%	to	-37.49%
2007	71	$12.16	to	$14.35	$1,004	1.52%	1.65%	to	2.20%	0.50%	to	1.06%
2006	79	$12.10	to	$14.20	$1,105	1.53%	1.65%	to	2.20%	15.90%	to	16.68%
2005	84	$10.44	to	$12.17	$1,007	1.56%	1.65%	to	2.20%	3.17%	to	3.57%
Wells Fargo Advantage Large Company Growth Fund
2009	159	$9.15	to	$9.92	$1,529	0.35%	1.40%	to	2.20%	40.12%	to	41.31%
2008	192	$6.53	to	$7.02	$1,308	0.25%	1.40%	to	2.20%	-40.34%	to	-39.85%
2007	236	$10.94	to	$11.67	$2,681	-	1.40%	to	2.20%	5.19%	to	6.09%
2006	267	$10.40	to	$11.00	$2,876	-	1.40%	to	2.20%	0.10%	to	0.92%
2005	289	$10.39	to	$10.90	$3,109	0.18%	1.40%	to	2.20%	3.47%	to	4.21%
Wells Fargo Advantage Money Market Fund
2009	4	$10.27	to	$10.43	$36	-	1.65%	to	1.90%	-1.82%	to	-1.60%
2008	4	$10.46	to	$10.60	$43	2.35%	1.65%	to	1.90%	0.38%	to	0.66%
2007	12	$10.42	to	$10.53	$127	4.54%	1.65%	to	1.90%	2.66%	to	2.93%
2006	31	$10.08	to	$10.24	$314	4.30%	1.65%	to	2.20%	2.09%	to	2.71%
2005	78	$9.86	to	$10.03	$784	5.76%	1.65%	to	2.20%	0.41%	to	0.61%

300

ING USA ANNUITY AND LIFE INSURANCE COMPANY

SEPARATE ACCOUNT B

Notes to Financial Statements


						Investment
	Units*	Unit Fair Value			Net Assets	Income	Expense Ratio^B			Total Return^C
	(000's)	(lowest to highest)			(000's)	Ratio^A	(lowest to highest)			(lowest to highest)
Wells Fargo Advantage Small Cap Growth Fund
2009	32	$12.37	to	$14.78	$464	-	1.40%	to	2.20%	49.40%	to	50.51%
2008	44	$8.28	to	$9.82	$419	-	1.40%	to	2.20%	-42.74%	to	-42.24%
2007	53	$14.46	to	$17.00	$884	-	1.40%	to	2.20%	11.32%	to	12.21%
2006	61	$12.99	to	$15.15	$910	-	1.40%	to	2.20%	20.06%	to	21.01%
2005	63	$10.82	to	$12.52	$782	-	1.40%	to	2.20%	3.97%	to	4.77%
Wells Fargo Advantage Total Return Bond Fund
2009	89	$11.52	to	$12.53	$1,080	4.46%	1.40%	to	2.20%	9.51%	to	10.49%
2008	93	$10.52	to	$11.34	$1,029	4.95%	1.40%	to	2.20%	0.10%	to	0.89%
2007	119	$10.51	to	$11.24	$1,314	4.61%	1.40%	to	2.20%	3.85%	to	4.75%
2006	130	$10.12	to	$10.73	$1,376	4.52%	1.40%	to	2.20%	1.61%	to	2.39%
2005	134	$9.96	to	$10.48	$1,391	4.11%	1.40%	to	2.20%	-0.29%	to	0.48%

(a)	As investment Division was not available until 2005, this data is not meaningful and is therefore not presented.
(b)	As investment Division was not available until 2006, this data is not meaningful and is therefore not presented.
(c)	As investment Division was not available until 2007, this data is not meaningful and is therefore not presented.
(d)	As investment Division was not available until 2008, this data is not meaningful and is therefore not presented.
(e)	As investment Division was not available until 2009, 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, administrative and other charges, as defined in Note 5. 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.
*	Includes units for annuity contracts in payout beginning in 2006.

301

CONDENSED FINANCIAL INFORMATION


	Separate Account Annual Charges of 1.25%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during October 2003)
Value at beginning of period	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73	$8.45
Value at end of period	$10.42	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73
Number of accumulation units outstanding at end of period	4,125	4,743	4,983	9,102	10,114	37,657	12,940
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.00	$9.58
Value at end of period	$9.55	$8.00
Number of accumulation units outstanding at end of period	45,478	19,888
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$14.06	$19.82	$20.60	$17.48	$16.78
Value at end of period	$17.36	$14.06	$19.82	$20.60	$17.48
Number of accumulation units outstanding at end of period	7,961	9,230	10,528	17,062	12,301
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.40	$18.38	$15.87	$14.42	$12.52	$11.01	$10.00
Value at end of period	$13.92	$10.40	$18.38	$15.87	$14.42	$12.52	$11.01
Number of accumulation units outstanding at end of period	356,883	411,910	404,210	289,769	216,279	331,754	180,658
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.72	$13.67	$13.67	$11.55	$11.07	$10.08	$7.85
Value at end of period	$9.90	$7.72	$13.67	$13.67	$11.55	$11.07	$10.08
Number of accumulation units outstanding at end of period	121,118	138,149	155,665	117,442	100,395	274,974	156,771
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.20	$9.62
Value at end of period	$8.77	$7.20
Number of accumulation units outstanding at end of period	53,966	30,537
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$8.86	$9.83
Value at end of period	$9.81	$8.86
Number of accumulation units outstanding at end of period	109,980	108,650
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00	$10.00
Value at end of period	$11.39	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00
Number of accumulation units outstanding at end of period	1,074,577	1,203,246	1,353,851	1,136,070	1,000,254	737,364	110,025

SD Signature

CFI 1


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78	$10.00
Value at end of period	$12.25	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78
Number of accumulation units outstanding at end of period	968,968	1,107,754	1,166,093	958,952	815,397	625,575	112,382
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62	$10.00
Value at end of period	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62
Number of accumulation units outstanding at end of period	367,386	406,419	428,086	345,741	269,279	302,519	126,233
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$9.92
Value at end of period	$12.09
Number of accumulation units outstanding at end of period	13,501
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23
Value at end of period	$13.72	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67
Number of accumulation units outstanding at end of period	146,506	183,878	216,173	130,115	96,806	112,158	52,301
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.62	$13.14	$12.54	$11.02	$9.95
Value at end of period	$10.18	$7.62	$13.14	$12.54	$11.02
Number of accumulation units outstanding at end of period	104,384	98,513	100,200	55,109	18,568
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.97
Value at end of period	$10.60
Number of accumulation units outstanding at end of period	37,847
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.03	$13.34	$12.65	$11.96	$10.98
Value at end of period	$10.32	$8.03	$13.34	$12.65	$11.96
Number of accumulation units outstanding at end of period	47,131	46,310	70,250	29,742	33,842
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.40	$14.72	$14.29	$12.44	$11.96
Value at end of period	$10.47	$9.40	$14.72	$14.29	$12.44
Number of accumulation units outstanding at end of period	26,917	26,841	31,721	30,014	4,278
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.51	$9.99
Value at end of period	$9.81	$6.51
Number of accumulation units outstanding at end of period	67,035	44,807
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.24	$12.48	$13.64	$11.46
Value at end of period	$9.54	$7.24	$12.48	$13.64
Number of accumulation units outstanding at end of period	89,612	99,999	107,813	24,276

SD Signature

CFI 2


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$40.99	$67.51	$83.11	$61.15	$53.02	$38.97
Value at end of period	$55.00	$40.99	$67.51	$83.11	$61.15	$53.02
Number of accumulation units outstanding at end of period	42,205	49,340	66,635	80,669	79,153	106,213
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$6.66	$10.23	$10.06	$9.44
Value at end of period	$8.20	$6.66	$10.23	$10.06
Number of accumulation units outstanding at end of period	70,614	77,932	64,799	17,740
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$6.88	$11.46	$11.15	$10.13
Value at end of period	$8.94	$6.88	$11.46	$11.15
Number of accumulation units outstanding at end of period	157,889	159,880	125,072	30,946
ING DOW JONES EURO STOXX 50 INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.99
Value at end of period	$9.81
Number of accumulation units outstanding at end of period	1,284
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.18	$13.04	$12.16	$10.81	$9.92	$9.75
Value at end of period	$10.89	$9.18	$13.04	$12.16	$10.81	$9.92
Number of accumulation units outstanding at end of period	55,678	54,801	46,973	48,700	35,793	24,849
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.86	$12.39	$11.24	$10.78	$10.50	$9.46
Value at end of period	$12.47	$8.86	$12.39	$11.24	$10.78	$10.50
Number of accumulation units outstanding at end of period	8,260	2,608	2,616	3,963	4,122	3,737
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.16	$16.91	$14.96	$13.53	$11.72
Value at end of period	$13.97	$10.16	$16.91	$14.96	$13.53
Number of accumulation units outstanding at end of period	238,063	243,970	404,344	198,145	213,623
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during December 2007)
Value at beginning of period	$5.85	$10.41	$11.03
Value at end of period	$7.04	$5.85	$10.41
Number of accumulation units outstanding at end of period	93,776	109,782	79,048
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.74	$11.09	$10.94	$9.98
Value at end of period	$10.10	$7.74	$11.09	$10.94
Number of accumulation units outstanding at end of period	254,733	249,295	240,036	114,971
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.31	$11.90	$12.53
Value at end of period	$9.14	$7.31	$11.90
Number of accumulation units outstanding at end of period	149,113	165,455	151,725

SD Signature

CFI 3


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$6.11	$9.62	$10.20
Value at end of period	$7.86	$6.11	$9.62
Number of accumulation units outstanding at end of period	787,679	823,534	715,454
ING FTSE 100 INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.28
Value at end of period	$10.27
Number of accumulation units outstanding at end of period	498
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$28.35	$48.66	$36.98	$30.84	$22.67
Value at end of period	$38.50	$28.35	$48.66	$36.98	$30.84
Number of accumulation units outstanding at end of period	63,970	65,053	65,346	51,318	48,204
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.11	$9.51
Value at end of period	$7.85	$6.11
Number of accumulation units outstanding at end of period	179,700	58,152
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.86
Value at end of period	$12.98
Number of accumulation units outstanding at end of period	9,425
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01	$10.00
Value at end of period	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01
Number of accumulation units outstanding at end of period	76,821	81,989	98,148	93,835	34,130	183,047	108,298
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05	$10.00
Value at end of period	$12.43	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05
Number of accumulation units outstanding at end of period	94,168	115,067	136,812	138,286	105,445	222,237	111,247
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06	$10.00
Value at end of period	$11.75	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06
Number of accumulation units outstanding at end of period	72,831	78,223	103,530	106,404	89,405	184,418	108,271
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.30	$12.53	$12.00	$11.71	$11.52
Value at end of period	$12.42	$11.30	$12.53	$12.00	$11.71
Number of accumulation units outstanding at end of period	399,908	410,808	463,707	195,604	92,532
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.05
Value at end of period	$7.64
Number of accumulation units outstanding at end of period	35,562

SD Signature

CFI 4


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.74	$17.35	$14.53	$11.96	$10.48	$9.06
Value at end of period	$11.78	$8.74	$17.35	$14.53	$11.96	$10.48
Number of accumulation units outstanding at end of period	110,862	139,618	153,250	30,817	14,230	4,137
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.42	$25.82	$18.88	$14.08	$10.57
Value at end of period	$21.05	$12.42	$25.82	$18.88	$14.08
Number of accumulation units outstanding at end of period	157,198	183,253	204,971	154,812	112,765
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.78	$16.30	$16.13	$14.02	$13.08	$10.99	$10.00
Value at end of period	$13.37	$10.78	$16.30	$16.13	$14.02	$13.08	$10.99
Number of accumulation units outstanding at end of period	54,776	54,946	62,936	71,173	76,471	118,478	25,522
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41	$7.85
Value at end of period	$12.89	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41
Number of accumulation units outstanding at end of period	65,391	76,585	99,454	86,447	71,069	70,555	24,875
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82	$10.00
Value at end of period	$10.55	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82
Number of accumulation units outstanding at end of period	14,433	17,624	24,131	20,780	22,859	23,170	6,058
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10	$16.18
Value at end of period	$17.48	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10
Number of accumulation units outstanding at end of period	823,111	1,075,453	1,041,103	930,466	486,113	690,371	727,878
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51	$8.11
Value at end of period	$10.43	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51
Number of accumulation units outstanding at end of period	33,801	37,356	40,789	42,733	20,683	32,515	30,613
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.45	$19.43	$17.24	$16.63	$15.47	$13.92
Value at end of period	$14.59	$11.45	$19.43	$17.24	$16.63	$15.47
Number of accumulation units outstanding at end of period	161,520	182,116	240,344	279,095	337,544	409,584
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.04	$18.13	$15.22	$12.43	$10.32
Value at end of period	$12.28	$9.04	$18.13	$15.22	$12.43
Number of accumulation units outstanding at end of period	89,629	116,880	132,084	109,286	51,614
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45	$19.47
Value at end of period	$25.37	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45
Number of accumulation units outstanding at end of period	222,309	277,551	325,558	377,087	436,318	618,206	634,937

SD Signature

CFI 5


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.40	$18.54	$14.74	$11.41	$9.98
Value at end of period	$14.95	$11.40	$18.54	$14.74	$11.41
Number of accumulation units outstanding at end of period	135,373	148,397	135,821	81,146	51,705
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2008)
Value at beginning of period	$6.66	$10.83
Value at end of period	$9.27	$6.66
Number of accumulation units outstanding at end of period	164,493	183,121
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.68	$14.73	$14.00	$12.02	$10.06
Value at end of period	$11.97	$8.68	$14.73	$14.00	$12.02
Number of accumulation units outstanding at end of period	17,773	18,910	31,636	32,326	39,779
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during May 2005)
Value at beginning of period	$10.35	$17.61	$16.77	$14.44	$12.91
Value at end of period	$14.24	$10.35	$17.61	$16.77	$14.44
Number of accumulation units outstanding at end of period	88,907	95,643	92,165	59,837	15,633
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.32	$14.69	$14.48	$12.67	$12.01	$11.92
Value at end of period	$10.56	$9.32	$14.69	$14.48	$12.67	$12.01
Number of accumulation units outstanding at end of period	7,125	8,816	10,787	11,297	12,290	29,256
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.33	$12.20	$12.01	$11.16	$10.83	$10.00
Value at end of period	$13.76	$9.33	$12.20	$12.01	$11.16	$10.83
Number of accumulation units outstanding at end of period	184,808	235,758	322,944	335,972	413,587	585,689
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31	$12.87
Value at end of period	$17.98	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31
Number of accumulation units outstanding at end of period	654,166	648,191	596,758	348,132	347,304	488,955	336,101
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.48	$13.15	$12.67	$10.99	$10.39
Value at end of period	$10.39	$8.48	$13.15	$12.67	$10.99
Number of accumulation units outstanding at end of period	37,919	38,598	43,128	41,720	38,485
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.33	$12.61	$12.10	$10.91	$9.95
Value at end of period	$10.29	$8.33	$12.61	$12.10	$10.91
Number of accumulation units outstanding at end of period	215,278	251,223	123,059	87,781	90,726
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.32
Number of accumulation units outstanding at end of period	177,020

SD Signature

CFI 6


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.22
Value at end of period	$9.38
Number of accumulation units outstanding at end of period	2,496,597
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.50
Value at end of period	$9.63
Number of accumulation units outstanding at end of period	2,859,154
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.86
Number of accumulation units outstanding at end of period	1,531,154
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.85
Value at end of period	$12.70
Number of accumulation units outstanding at end of period	31,979
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.72	$10.31
Value at end of period	$8.19	$6.72
Number of accumulation units outstanding at end of period	404,145	126,808
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.80
Value at end of period	$12.53
Number of accumulation units outstanding at end of period	56,116
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.83
Value at end of period	$13.01
Number of accumulation units outstanding at end of period	97,790
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.14	$10.49
Value at end of period	$8.47	$6.14
Number of accumulation units outstanding at end of period	13,324	15,576
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.98	$10.21
Value at end of period	$8.71	$6.98
Number of accumulation units outstanding at end of period	40,797	49,477
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$5.74	$8.89	$8.20	$7.39	$6.87
Value at end of period	$7.41	$5.74	$8.89	$8.20	$7.39
Number of accumulation units outstanding at end of period	19,495	20,110	20,649	22,813	15,169

SD Signature

CFI 7


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$7.16	$9.41
Value at end of period	$8.99	$7.16
Number of accumulation units outstanding at end of period	15,014	12,098
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$36.14	$50.48	$48.97	$43.26	$40.66
Value at end of period	$47.55	$36.14	$50.48	$48.97	$43.26
Number of accumulation units outstanding at end of period	219,556	245,136	270,888	261,429	300,782
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$22.85	$35.98	$35.36	$30.06	$29.29	$25.82
Value at end of period	$28.20	$22.85	$35.98	$35.36	$30.06	$29.29
Number of accumulation units outstanding at end of period	157,777	163,315	188,717	186,657	210,739	201,213
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$5.80	$10.18	$10.00
Value at end of period	$8.16	$5.80	$10.18
Number of accumulation units outstanding at end of period	23,559	12,230	41,124
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.47	$12.74	$11.20	$10.12
Value at end of period	$9.73	$7.47	$12.74	$11.20
Number of accumulation units outstanding at end of period	101,897	119,244	52,781	6,280
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$16.27	$27.31	$27.01	$22.43	$20.67
Value at end of period	$21.26	$16.27	$27.31	$27.01	$22.43
Number of accumulation units outstanding at end of period	123,651	147,158	176,510	163,002	185,032
ING THORNBURG VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.72	$14.66	$13.84	$11.99	$11.96	$10.73	$10.00
Value at end of period	$12.46	$8.72	$14.66	$13.84	$11.99	$11.96	$10.73
Number of accumulation units outstanding at end of period	5,699	7,068	7,250	7,667	7,681	51,794	29,934
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.21	$9.90
Value at end of period	$10.64	$10.21
Number of accumulation units outstanding at end of period	87,442	72,701
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.02	$13.54	$13.59	$12.04	$11.18	$9.93
Value at end of period	$10.43	$8.02	$13.54	$13.59	$12.04	$11.18
Number of accumulation units outstanding at end of period	30,917	34,380	43,296	41,020	26,128	14,300
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.06	$14.44	$14.96	$13.08	$12.80	$11.10	$10.00
Value at end of period	$11.49	$9.06	$14.44	$14.96	$13.08	$12.80	$11.10
Number of accumulation units outstanding at end of period	129,999	149,237	150,106	138,545	105,339	156,846	62,665

SD Signature

CFI 8


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.29	$12.31	$12.07	$10.87	$10.16
Value at end of period	$11.23	$9.29	$12.31	$12.07	$10.87
Number of accumulation units outstanding at end of period	113,622	120,670	86,004	27,625	16,669
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.36	$17.52	$16.18	$13.50	$12.28
Value at end of period	$15.73	$12.36	$17.52	$16.18	$13.50
Number of accumulation units outstanding at end of period	43,937	50,398	69,246	44,308	27,066
ING VAN KAMPEN GLOBAL TACTICAL ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.72
Value at end of period	$9.81
Number of accumulation units outstanding at end of period	301
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$22.16	$33.11	$32.68	$28.53	$26.25
Value at end of period	$27.12	$22.16	$33.11	$32.68	$28.53
Number of accumulation units outstanding at end of period	141,131	167,823	241,574	322,272	402,732
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$7.25	$10.92	$11.48	$10.03
Value at end of period	$9.31	$7.25	$10.92	$11.48
Number of accumulation units outstanding at end of period	6,431	4,033	5,895	4,904
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$6.09	$9.68
Value at end of period	$7.81	$6.09
Number of accumulation units outstanding at end of period	44,930	24,117
PROFUND VP EUROPE 30
(Fund first available during October 2003)
Value at beginning of period	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31	$10.00
Value at end of period	$9.50	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31
Number of accumulation units outstanding at end of period	7,337	7,465	7,692	9,520	2,690	4,239	0
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37	$10.00
Value at end of period	$6.11	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37
Number of accumulation units outstanding at end of period	6,889	7,279	11,240	23,153	29,960	37,895	0

SD Signature

CFI 9


	Condensed Financial Information (continued)




	Separate Account Annual Charges of 1.45%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during October 2003)
Value at beginning of period	$7.84	$13.97	$14.30	$11.64	$11.95	$10.70	$8.44
Value at end of period	$10.26	$7.84	$13.97	$14.30	$11.64	$11.95	$10.70
Number of accumulation units outstanding at end of period	250,590	301,706	480,633	563,376	711,517	840,926	567,796
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.99	$10.09
Value at end of period	$9.52	$7.99
Number of accumulation units outstanding at end of period	3,478,113	1,398,127
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$13.90	$19.63	$20.45	$17.38	$16.72
Value at end of period	$17.12	$13.90	$19.63	$20.45	$17.38
Number of accumulation units outstanding at end of period	862,023	1,030,405	1,354,061	1,713,584	2,219,861
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.22	$18.09	$15.65	$14.25	$12.39	$10.92	$10.00
Value at end of period	$13.64	$10.22	$18.09	$15.65	$14.25	$12.39	$10.92
Number of accumulation units outstanding at end of period	1,646,404	2,179,470	2,472,498	1,827,488	1,426,398	714,836	364,622
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.61	$13.50	$13.52	$11.44	$11.00	$10.03	$7.83
Value at end of period	$9.74	$7.61	$13.50	$13.52	$11.44	$11.00	$10.03
Number of accumulation units outstanding at end of period	1,677,580	1,938,740	2,599,569	2,988,235	2,766,838	3,518,649	2,445,416
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.19	$9.96
Value at end of period	$8.74	$7.19
Number of accumulation units outstanding at end of period	598,000	407,806
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$8.84	$10.04
Value at end of period	$9.78	$8.84
Number of accumulation units outstanding at end of period	1,319,855	738,443
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.74	$14.35	$13.94	$12.34	$11.89	$10.99	$10.00
Value at end of period	$11.25	$8.74	$14.35	$13.94	$12.34	$11.89	$10.99
Number of accumulation units outstanding at end of period	5,872,468	6,340,546	6,996,006	7,412,662	7,690,240	8,147,136	1,348,350
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.84	$16.11	$14.63	$13.53	$11.88	$10.77	$10.00
Value at end of period	$12.09	$8.84	$16.11	$14.63	$13.53	$11.88	$10.77
Number of accumulation units outstanding at end of period	8,776,819	9,893,948	10,314,328	10,650,303	11,085,752	10,547,830	1,864,132

SD Signature

CFI 10


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.60	$22.22	$18.88	$16.19	$13.58	$11.62	$10.00
Value at end of period	$17.67	$12.60	$22.22	$18.88	$16.19	$13.58	$11.62
Number of accumulation units outstanding at end of period	3,911,755	3,913,609	4,971,820	4,807,445	4,245,594	3,292,334	641,852
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.08	$10.01
Value at end of period	$12.06	$9.08
Number of accumulation units outstanding at end of period	162,369	18,872
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.40	$20.52	$17.88	$14.04	$12.35	$10.63	$8.22
Value at end of period	$13.51	$11.40	$20.52	$17.88	$14.04	$12.35	$10.63
Number of accumulation units outstanding at end of period	2,773,054	2,397,385	3,167,588	3,245,283	2,771,237	2,654,772	502,551
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.56	$13.07	$12.50	$11.00	$9.98
Value at end of period	$10.08	$7.56	$13.07	$12.50	$11.00
Number of accumulation units outstanding at end of period	1,123,724	797,643	1,063,040	604,582	613,541
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.92
Value at end of period	$10.58
Number of accumulation units outstanding at end of period	908,377
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.92	$13.19	$12.53	$11.87	$10.92
Value at end of period	$10.16	$7.92	$13.19	$12.53	$11.87
Number of accumulation units outstanding at end of period	1,018,508	1,056,496	1,301,207	1,492,559	1,781,693
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.27	$14.55	$14.16	$12.34	$11.89
Value at end of period	$10.31	$9.27	$14.55	$14.16	$12.34
Number of accumulation units outstanding at end of period	227,674	300,023	425,891	505,975	468,420
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.50	$9.99
Value at end of period	$9.78	$6.50
Number of accumulation units outstanding at end of period	1,682,917	919,098
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.20	$12.44	$13.62	$11.17
Value at end of period	$9.47	$7.20	$12.44	$13.62
Number of accumulation units outstanding at end of period	503,512	700,495	734,011	424,008
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$39.32	$64.90	$80.06	$59.02	$51.28	$37.77
Value at end of period	$52.66	$39.32	$64.90	$80.06	$59.02	$51.28
Number of accumulation units outstanding at end of period	598,470	691,765	925,650	1,476,189	1,530,874	1,897,527

SD Signature

CFI 11


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$6.63	$10.20	$10.05	$9.95
Value at end of period	$8.14	$6.63	$10.20	$10.05
Number of accumulation units outstanding at end of period	562,710	687,982	722,546	405,954
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$6.84	$11.42	$11.12	$9.91	$9.95
Value at end of period	$8.87	$6.84	$11.42	$11.12	$9.91
Number of accumulation units outstanding at end of period	673,194	683,783	450,278	293,156	13,666
ING DOW JONES EURO STOXX 50 INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.81
Number of accumulation units outstanding at end of period	4,083
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.09	$12.94	$12.09	$10.78	$9.90	$9.95
Value at end of period	$10.76	$9.09	$12.94	$12.09	$10.78	$9.90
Number of accumulation units outstanding at end of period	1,351,008	1,526,712	1,733,494	1,995,610	2,117,858	347,886
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.78	$12.30	$11.18	$10.74	$10.48	$9.70
Value at end of period	$12.33	$8.78	$12.30	$11.18	$10.74	$10.48
Number of accumulation units outstanding at end of period	487,747	66,305	46,371	80,432	44,527	67,584
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.99	$16.66	$14.77	$13.39	$11.62
Value at end of period	$13.71	$9.99	$16.66	$14.77	$13.39
Number of accumulation units outstanding at end of period	5,452,120	6,169,727	7,953,651	5,449,288	6,072,495
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$5.84	$10.40	$10.00
Value at end of period	$7.01	$5.84	$10.40
Number of accumulation units outstanding at end of period	183,533	176,769	195,221
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.70	$11.05	$10.92	$9.99
Value at end of period	$10.02	$7.70	$11.05	$10.92
Number of accumulation units outstanding at end of period	1,751,595	1,397,558	1,739,831	755,287
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.29	$11.88	$12.42
Value at end of period	$9.09	$7.29	$11.88
Number of accumulation units outstanding at end of period	569,660	612,272	738,661
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$6.09	$9.60	$10.00
Value at end of period	$7.82	$6.09	$9.60
Number of accumulation units outstanding at end of period	1,221,497	1,215,629	630,620

SD Signature

CFI 12


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING FTSE 100 INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.08
Value at end of period	$10.26
Number of accumulation units outstanding at end of period	6,842
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$27.19	$46.77	$35.61	$29.76	$21.93
Value at end of period	$36.85	$27.19	$46.77	$35.61	$29.76
Number of accumulation units outstanding at end of period	1,245,481	1,343,730	1,693,349	1,625,831	1,634,532
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$6.10	$9.95	$9.83
Value at end of period	$7.82	$6.10	$9.95
Number of accumulation units outstanding at end of period	6,354,228	5,498,422	3,297
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.99
Value at end of period	$12.96
Number of accumulation units outstanding at end of period	104,665
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.24	$11.74	$11.37	$10.10	$9.74	$8.97	$10.00
Value at end of period	$8.78	$7.24	$11.74	$11.37	$10.10	$9.74	$8.97
Number of accumulation units outstanding at end of period	938,032	1,042,303	1,270,440	1,403,789	1,565,900	2,210,160	1,239,109
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.54	$15.55	$14.99	$13.94	$12.76	$11.13	$10.00
Value at end of period	$12.36	$9.54	$15.55	$14.99	$13.94	$12.76	$11.13
Number of accumulation units outstanding at end of period	504,402	588,432	813,865	977,910	881,061	1,090,890	317,218
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.86	$15.08	$16.37	$14.63	$13.83	$11.53	$10.00
Value at end of period	$12.10	$9.86	$15.08	$16.37	$14.63	$13.83	$11.53
Number of accumulation units outstanding at end of period	340,526	403,831	574,391	720,706	718,707	892,876	255,326
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.15	$12.39	$11.89	$11.63	$11.46
Value at end of period	$12.23	$11.15	$12.39	$11.89	$11.63
Number of accumulation units outstanding at end of period	2,778,230	3,181,205	3,633,088	3,602,733	4,187,265
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.06	$10.32
Value at end of period	$7.62	$6.06
Number of accumulation units outstanding at end of period	588,677	37,212
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.59	$17.10	$14.35	$11.83	$10.39	$9.00
Value at end of period	$11.56	$8.59	$17.10	$14.35	$11.83	$10.39
Number of accumulation units outstanding at end of period	3,373,234	4,169,983	5,272,577	1,296,395	1,083,146	1,253,308

SD Signature

CFI 13


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING JAPAN EQUITY INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.78
Value at end of period	$9.86
Number of accumulation units outstanding at end of period	465
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.15	$25.31	$18.54	$13.86	$10.43
Value at end of period	$20.55	$12.15	$25.31	$18.54	$13.86
Number of accumulation units outstanding at end of period	2,201,064	2,324,744	3,353,332	3,196,021	3,050,097
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$11.40	$17.27	$17.13	$14.91	$13.95	$12.22
Value at end of period	$14.11	$11.40	$17.27	$17.13	$14.91	$13.95
Number of accumulation units outstanding at end of period	161,752	141,571	26,148	26,429	27,440	248,264
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.11	$14.65	$15.12	$13.15	$13.63	$10.37	$7.84
Value at end of period	$12.69	$10.11	$14.65	$15.12	$13.15	$13.63	$10.37
Number of accumulation units outstanding at end of period	1,196,490	1,267,700	1,611,101	1,843,557	1,822,537	2,268,707	1,251,726
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.01	$13.40	$13.85	$12.78	$11.66	$10.81	$10.00
Value at end of period	$10.41	$8.01	$13.40	$13.85	$12.78	$11.66	$10.81
Number of accumulation units outstanding at end of period	796,512	943,021	1,125,695	1,276,258	1,451,243	1,431,091	192,028
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$16.88	$16.72	$16.16	$15.67	$15.47	$15.55	$15.66
Value at end of period	$16.68	$16.88	$16.72	$16.16	$15.67	$15.47	$15.55
Number of accumulation units outstanding at end of period	7,031,809	12,640,768	6,145,443	5,853,638	5,927,359	6,868,172	9,522,307
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.73	$13.97	$13.61	$11.74	$11.29	$10.42	$8.06
Value at end of period	$10.22	$8.73	$13.97	$13.61	$11.74	$11.29	$10.42
Number of accumulation units outstanding at end of period	746,619	956,347	1,308,784	1,652,854	1,790,946	2,121,046	2,060,651
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.16	$18.97	$16.86	$16.31	$15.19	$13.71
Value at end of period	$14.19	$11.16	$18.97	$16.86	$16.31	$15.19
Number of accumulation units outstanding at end of period	3,055,301	3,567,580	4,731,700	4,993,337	6,003,474	6,723,135
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.97	$18.03	$15.17	$12.41	$10.02
Value at end of period	$12.16	$8.97	$18.03	$15.17	$12.41
Number of accumulation units outstanding at end of period	1,045,341	1,284,421	1,712,461	1,397,026	1,396,185
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$21.17	$27.67	$26.99	$24.47	$24.13	$22.03	$19.15
Value at end of period	$24.60	$21.17	$27.67	$26.99	$24.47	$24.13	$22.03
Number of accumulation units outstanding at end of period	3,182,051	3,671,981	4,561,391	5,305,680	6,154,565	7,209,493	6,645,212

SD Signature

CFI 14


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.32	$18.44	$14.69	$11.39	$10.05
Value at end of period	$14.81	$11.32	$18.44	$14.69	$11.39
Number of accumulation units outstanding at end of period	1,617,463	2,130,158	2,520,966	2,108,567	1,762,551
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2008)
Value at beginning of period	$6.56	$10.68
Value at end of period	$9.11	$6.56
Number of accumulation units outstanding at end of period	3,762,445	4,001,366
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$8.44	$8.27
Value at end of period	$10.64	$8.44
Number of accumulation units outstanding at end of period	53,381	6,346
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.62	$14.65	$13.95	$12.00	$10.06
Value at end of period	$11.86	$8.62	$14.65	$13.95	$12.00
Number of accumulation units outstanding at end of period	5,130	8,530	8,845	9,915	10,726
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during October 2003)
Value at beginning of period	$9.73	$16.59	$15.83	$13.66	$12.23
Value at end of period	$13.36	$9.73	$16.59	$15.83	$13.66
Number of accumulation units outstanding at end of period	212,511	273,401	303,484	314,611	160,069
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$6.70	$10.58	$10.45	$9.16	$8.70	$8.29
Value at end of period	$7.58	$6.70	$10.58	$10.45	$9.16	$8.70
Number of accumulation units outstanding at end of period	253,795	299,618	379,732	415,364	502,323	72,310
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.24	$12.11	$11.94	$11.12	$10.82	$10.00
Value at end of period	$13.61	$9.24	$12.11	$11.94	$11.12	$10.82
Number of accumulation units outstanding at end of period	3,043,266	3,714,547	5,106,391	6,212,198	6,765,562	8,744,441
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$15.46	$15.05	$14.02	$13.63	$13.50	$13.06	$12.65
Value at end of period	$17.44	$15.46	$15.05	$14.02	$13.63	$13.50	$13.06
Number of accumulation units outstanding at end of period	9,036,505	8,505,214	6,113,758	5,734,099	6,258,247	7,272,611	6,415,052
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.41	$13.08	$12.63	$10.98	$10.29
Value at end of period	$10.29	$8.41	$13.08	$12.63	$10.98
Number of accumulation units outstanding at end of period	413,573	449,248	663,930	779,945	853,112
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.27	$12.54	$12.06	$10.89	$10.07
Value at end of period	$10.19	$8.27	$12.54	$12.06	$10.89
Number of accumulation units outstanding at end of period	4,815,834	5,633,125	5,201,078	5,937,537	7,322,119

SD Signature

CFI 15


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.31
Number of accumulation units outstanding at end of period	1,878,967
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.22
Value at end of period	$9.37
Number of accumulation units outstanding at end of period	12,837,062
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.49
Value at end of period	$9.63
Number of accumulation units outstanding at end of period	9,436,744
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.86
Number of accumulation units outstanding at end of period	6,824,537
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.27
Value at end of period	$12.68
Number of accumulation units outstanding at end of period	1,395,258
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.71	$10.13
Value at end of period	$8.16	$6.71
Number of accumulation units outstanding at end of period	5,261,284	243,155
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.35
Value at end of period	$12.51
Number of accumulation units outstanding at end of period	61,958
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.40
Value at end of period	$12.99
Number of accumulation units outstanding at end of period	1,349,863
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.13	$10.33
Value at end of period	$8.44	$6.13
Number of accumulation units outstanding at end of period	567,439	121,499
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.97	$10.06
Value at end of period	$8.68	$6.97
Number of accumulation units outstanding at end of period	1,266,182	1,152,601

SD Signature

CFI 16


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$5.65	$8.77	$8.10	$7.32	$6.82
Value at end of period	$7.28	$5.65	$8.77	$8.10	$7.32
Number of accumulation units outstanding at end of period	1,126,157	1,241,548	1,710,022	2,086,323	2,459,626
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.15	$10.08
Value at end of period	$8.96	$7.15
Number of accumulation units outstanding at end of period	436,482	366,888
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$34.67	$48.53	$47.17	$41.75	$39.32
Value at end of period	$45.52	$34.67	$48.53	$47.17	$41.75
Number of accumulation units outstanding at end of period	3,886,619	4,433,309	5,403,692	6,132,011	6,790,538
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$21.92	$34.59	$34.06	$29.01	$28.33	$25.02
Value at end of period	$27.00	$21.92	$34.59	$34.06	$29.01	$28.33
Number of accumulation units outstanding at end of period	2,517,735	2,795,600	3,219,736	3,716,231	4,138,394	4,592,038
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$5.78	$10.17	$9.93
Value at end of period	$8.12	$5.78	$10.17
Number of accumulation units outstanding at end of period	703,913	141,482	282,096
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.43	$12.70	$11.18	$10.09
Value at end of period	$9.65	$7.43	$12.70	$11.18
Number of accumulation units outstanding at end of period	1,511,460	1,045,633	545,889	84,091
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$15.73	$26.45	$26.21	$21.81	$20.14
Value at end of period	$20.50	$15.73	$26.45	$26.21	$21.81
Number of accumulation units outstanding at end of period	1,427,683	1,551,009	1,916,797	2,353,566	2,442,312
ING THORNBURG VALUE PORTFOLIO
(Fund first available during December 2004)
Value at beginning of period	$6.22	$10.48	$9.92	$8.62	$8.61	$8.62
Value at end of period	$8.88	$6.22	$10.48	$9.92	$8.62	$8.61
Number of accumulation units outstanding at end of period	111	111	112	112	112	80,037
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.20	$9.95
Value at end of period	$10.61	$10.20
Number of accumulation units outstanding at end of period	1,320,634	1,644,114
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May2004)
Value at beginning of period	$7.95	$13.44	$13.52	$12.00	$11.17	$10.10
Value at end of period	$10.31	$7.95	$13.44	$13.52	$12.00	$11.17
Number of accumulation units outstanding at end of period	20,893	34,548	70,471	190,561	55,883	13,294

SD Signature

CFI 17


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.56	$13.68	$14.20	$12.44	$12.20	$10.60	$8.30
Value at end of period	$10.85	$8.56	$13.68	$14.20	$12.44	$12.20	$10.60
Number of accumulation units outstanding at end of period	304,404	328,003	359,818	270,574	233,506	314,712	128,209
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.22	$12.24	$12.03	$10.86	$10.16
Value at end of period	$11.12	$9.22	$12.24	$12.03	$10.86
Number of accumulation units outstanding at end of period	864,371	1,127,556	229,881	178,095	133,887
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.20	$17.32	$16.02	$13.40	$12.22
Value at end of period	$15.49	$12.20	$17.32	$16.02	$13.40
Number of accumulation units outstanding at end of period	1,119,057	1,204,902	1,544,219	1,777,302	1,684,842
ING VAN KAMPEN GLOBAL TACTICAL ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$8.57	$9.22
Value at end of period	$9.79	$8.57
Number of accumulation units outstanding at end of period	189,724	903
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$21.46	$32.13	$31.78	$27.80	$25.63
Value at end of period	$26.21	$21.46	$32.13	$31.78	$27.80
Number of accumulation units outstanding at end of period	1,374,453	1,628,583	1,910,350	2,426,396	2,551,630
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$7.20	$10.87	$11.45	$10.03
Value at end of period	$9.23	$7.20	$10.87	$11.45
Number of accumulation units outstanding at end of period	49,947	39,562	67,450	193,681
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$6.08	$9.95
Value at end of period	$7.78	$6.08
Number of accumulation units outstanding at end of period	577,217	252,302
PROFUND VP BULL
(Fund first available during October 2003)
Value at beginning of period	$6.29	$10.23	$10.03	$8.95	$8.84	$8.25	$6.66
Value at end of period	$7.70	$6.29	$10.23	$10.03	$8.95	$8.84	$8.25
Number of accumulation units outstanding at end of period	384,448	417,520	572,332	1,738,324	2,472,451	3,671,891	3,673,934
PROFUND VP EUROPE 30
(Fund first available during October 2003)
Value at beginning of period	$7.16	$12.97	$11.49	$9.92	$9.31	$8.27	$6.05
Value at end of period	$9.33	$7.16	$12.97	$11.49	$9.92	$9.31	$8.27
Number of accumulation units outstanding at end of period	137,957	176,707	253,884	342,749	603,121	795,586	786,491
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$4.63	$7.57	$8.10	$7.46	$8.22	$9.36	$10.00
Value at end of period	$6.03	$4.63	$7.57	$8.10	$7.46	$8.22	$9.36
Number of accumulation units outstanding at end of period	178,986	238,350	365,721	540,756	766,103	1,079,664	214,510

SD Signature

CFI 18


	Condensed Financial Information (continued)




	Separate Account Annual Charges of 1.60%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during October 2003)
Value at beginning of period	$7.76	$13.85	$14.20	$11.58	$11.91	$10.67	$8.43
Value at end of period	$10.14	$7.76	$13.85	$14.20	$11.58	$11.91	$10.67
Number of accumulation units outstanding at end of period	26,395	33,109	41,515	53,964	58,230	36,825	57,182
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.98	$10.13
Value at end of period	$9.50	$7.98
Number of accumulation units outstanding at end of period	326,433	99,301
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$13.78	$19.49	$20.34	$17.31	$16.68
Value at end of period	$16.95	$13.78	$19.49	$20.34	$17.31
Number of accumulation units outstanding at end of period	41,700	51,904	73,912	116,266	158,295
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.10	$17.91	$15.52	$14.15	$12.33	$10.88	$8.63
Value at end of period	$13.46	$10.10	$17.91	$15.52	$14.15	$12.33	$10.88
Number of accumulation units outstanding at end of period	719,226	837,578	893,193	826,650	581,826	191,719	67,399
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.52	$13.36	$13.41	$11.36	$10.94	$9.99	$7.81
Value at end of period	$9.61	$7.52	$13.36	$13.41	$11.36	$10.94	$9.99
Number of accumulation units outstanding at end of period	297,250	324,939	464,702	488,848	402,954	336,555	175,077
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.18	$10.26
Value at end of period	$8.72	$7.18
Number of accumulation units outstanding at end of period	50,079	6,019
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$8.83	$10.00
Value at end of period	$9.75	$8.83
Number of accumulation units outstanding at end of period	248,930	150,716
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.67	$14.26	$13.87	$12.29	$11.86	$10.98	$10.00
Value at end of period	$11.14	$8.67	$14.26	$13.87	$12.29	$11.86	$10.98
Number of accumulation units outstanding at end of period	2,261,458	2,591,643	2,727,947	2,481,108	1,800,496	944,765	179,926
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.77	$16.00	$14.55	$13.49	$11.85	$10.76	$10.00
Value at end of period	$11.97	$8.77	$16.00	$14.55	$13.49	$11.85	$10.76
Number of accumulation units outstanding at end of period	2,203,136	2,427,888	2,548,977	2,374,202	1,793,081	889,397	141,174

SD Signature

CFI 19


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.49	$22.07	$18.78	$16.13	$13.55	$11.61	$10.00
Value at end of period	$17.50	$12.49	$22.07	$18.78	$16.13	$13.55	$11.61
Number of accumulation units outstanding at end of period	1,079,770	1,186,781	1,344,484	1,164,544	781,242	358,029	74,169
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$9.08	$7.79
Value at end of period	$12.03	$9.08
Number of accumulation units outstanding at end of period	13,525	433
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.28	$20.35	$17.75	$13.97	$12.30	$10.60	$8.21
Value at end of period	$13.35	$11.28	$20.35	$17.75	$13.97	$12.30	$10.60
Number of accumulation units outstanding at end of period	531,285	433,624	476,482	423,971	307,303	135,743	26,857
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.52	$13.01	$12.46	$10.99	$9.97
Value at end of period	$10.01	$7.52	$13.01	$12.46	$10.99
Number of accumulation units outstanding at end of period	259,385	232,657	219,133	155,283	74,393
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.92
Value at end of period	$10.57
Number of accumulation units outstanding at end of period	79,940
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.84	$13.07	$12.45	$11.81	$10.88
Value at end of period	$10.04	$7.84	$13.07	$12.45	$11.81
Number of accumulation units outstanding at end of period	117,076	110,106	137,089	157,899	182,308
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.18	$14.42	$14.06	$12.28	$11.84
Value at end of period	$10.19	$9.18	$14.42	$14.06	$12.28
Number of accumulation units outstanding at end of period	26,155	31,479	38,537	48,600	31,489
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.49	$9.99
Value at end of period	$9.75	$6.49
Number of accumulation units outstanding at end of period	117,721	83,614
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.17	$12.41	$13.61	$11.31
Value at end of period	$9.42	$7.17	$12.41	$13.61
Number of accumulation units outstanding at end of period	100,391	112,936	96,256	51,926
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$38.14	$63.05	$77.90	$57.52	$50.05	$36.92
Value at end of period	$51.01	$38.14	$63.05	$77.90	$57.52	$50.05
Number of accumulation units outstanding at end of period	77,637	90,173	114,199	162,747	155,995	166,268

SD Signature

CFI 20


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$6.60	$10.17	$10.04	$10.22
Value at end of period	$8.10	$6.60	$10.17	$10.04
Number of accumulation units outstanding at end of period	113,611	138,197	152,939	113,861
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$6.80	$11.38	$11.10	$9.91	$9.96
Value at end of period	$8.81	$6.80	$11.38	$11.10	$9.91
Number of accumulation units outstanding at end of period	434,528	460,508	390,709	211,810	369
ING DOW JONES EURO STOXX 50 INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.14
Value at end of period	$9.81
Number of accumulation units outstanding at end of period	1,521
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.03	$12.87	$12.05	$10.75	$9.89	$9.95
Value at end of period	$10.67	$9.03	$12.87	$12.05	$10.75	$9.89
Number of accumulation units outstanding at end of period	91,874	105,082	149,813	164,493	143,590	66,820
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.72	$12.23	$11.13	$10.72	$10.47	$10.15
Value at end of period	$12.22	$8.72	$12.23	$11.13	$10.72	$10.47
Number of accumulation units outstanding at end of period	37,366	9,143	12,736	16,022	23,212	3,177
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.87	$16.48	$14.63	$13.28	$11.55
Value at end of period	$13.51	$9.87	$16.48	$14.63	$13.28
Number of accumulation units outstanding at end of period	929,455	1,079,759	1,307,368	840,925	858,757
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during September 2007)
Value at beginning of period	$5.82	$10.39	$10.68
Value at end of period	$6.98	$5.82	$10.39
Number of accumulation units outstanding at end of period	40,589	16,789	7,682
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.67	$11.02	$10.91	$9.98
Value at end of period	$9.97	$7.67	$11.02	$10.91
Number of accumulation units outstanding at end of period	649,792	652,013	739,398	403,387
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.27	$11.87	$12.48
Value at end of period	$9.05	$7.27	$11.87
Number of accumulation units outstanding at end of period	347,788	375,941	338,483
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$6.07	$9.59	$10.06
Value at end of period	$7.78	$6.07	$9.59
Number of accumulation units outstanding at end of period	467,737	536,249	288,900

SD Signature

CFI 21


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$26.38	$45.44	$34.66	$29.01	$21.40
Value at end of period	$35.70	$26.38	$45.44	$34.66	$29.01
Number of accumulation units outstanding at end of period	172,799	197,520	175,075	168,110	134,710
ING GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$6.09	$9.95
Value at end of period	$7.79	$6.09
Number of accumulation units outstanding at end of period	1,146,210	1,075,276
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.19
Value at end of period	$12.94
Number of accumulation units outstanding at end of period	6,043
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.16	$11.63	$11.28	$10.03	$9.69	$8.93	$7.21
Value at end of period	$8.67	$7.16	$11.63	$11.28	$10.03	$9.69	$8.93
Number of accumulation units outstanding at end of period	617,261	832,110	827,971	317,311	298,885	247,034	68,649
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.43	$15.40	$14.87	$13.84	$12.69	$11.09	$8.53
Value at end of period	$12.20	$9.43	$15.40	$14.87	$13.84	$12.69	$11.09
Number of accumulation units outstanding at end of period	279,709	312,339	364,078	389,413	495,372	364,096	139,798
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.75	$14.93	$16.23	$14.53	$13.76	$11.48	$8.59
Value at end of period	$11.94	$9.75	$14.93	$16.23	$14.53	$13.76	$11.48
Number of accumulation units outstanding at end of period	228,207	268,146	319,535	336,859	392,597	318,576	139,269
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.04	$12.28	$11.81	$11.56	$11.41
Value at end of period	$12.09	$11.04	$12.28	$11.81	$11.56
Number of accumulation units outstanding at end of period	1,335,700	1,103,079	472,445	355,998	250,032
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$6.06	$8.25
Value at end of period	$7.60	$6.06
Number of accumulation units outstanding at end of period	78,838	48,600
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.49	$16.91	$14.21	$11.74	$10.32	$8.95
Value at end of period	$11.39	$8.49	$16.91	$14.21	$11.74	$10.32
Number of accumulation units outstanding at end of period	493,074	617,892	662,854	160,821	130,426	110,170
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.95	$24.93	$18.29	$13.69	$10.32
Value at end of period	$20.18	$11.95	$24.93	$18.29	$13.69
Number of accumulation units outstanding at end of period	320,772	379,394	448,152	460,882	437,852

SD Signature

CFI 22


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.28	$17.12	$17.01	$14.83	$13.89	$11.71	$9.15
Value at end of period	$13.95	$11.28	$17.12	$17.01	$14.83	$13.89	$11.71
Number of accumulation units outstanding at end of period	86,334	78,567	95,159	120,640	143,869	99,261	19,126
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.01	$14.52	$15.01	$13.08	$13.63	$10.35	$7.83
Value at end of period	$12.54	$10.01	$14.52	$15.01	$13.08	$13.63	$10.35
Number of accumulation units outstanding at end of period	148,286	176,068	243,395	252,648	216,699	190,713	72,864
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.94	$13.31	$13.78	$12.73	$11.64	$10.81	$10.00
Value at end of period	$10.31	$7.94	$13.31	$13.78	$12.73	$11.64	$10.81
Number of accumulation units outstanding at end of period	52,305	59,407	64,711	77,410	109,722	57,728	10,182
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$16.37	$16.24	$15.73	$15.27	$15.10	$15.20	$15.33
Value at end of period	$16.16	$16.37	$16.24	$15.73	$15.27	$15.10	$15.20
Number of accumulation units outstanding at end of period	1,514,943	2,175,066	1,306,313	1,147,182	1,201,904	1,131,572	1,702,971
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.61	$13.80	$13.46	$11.63	$11.21	$10.36	$8.02
Value at end of period	$10.06	$8.61	$13.80	$13.46	$11.63	$11.21	$10.36
Number of accumulation units outstanding at end of period	138,971	160,384	202,537	234,935	207,235	257,974	292,659
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.95	$18.64	$16.59	$16.07	$14.99	$13.55
Value at end of period	$13.89	$10.95	$18.64	$16.59	$16.07	$14.99
Number of accumulation units outstanding at end of period	853,308	995,225	1,160,128	1,300,804	1,568,859	1,835,266
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.92	$17.95	$15.13	$12.40	$10.02
Value at end of period	$12.08	$8.92	$17.95	$15.13	$12.40
Number of accumulation units outstanding at end of period	149,242	179,557	193,860	168,664	108,897
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$20.72	$27.12	$26.50	$24.06	$23.76	$21.73	$18.91
Value at end of period	$24.04	$20.72	$27.12	$26.50	$24.06	$23.76	$21.73
Number of accumulation units outstanding at end of period	548,065	643,128	819,694	897,003	1,025,683	911,027	932,450
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.26	$18.36	$14.65	$11.38	$10.11
Value at end of period	$14.71	$11.26	$18.36	$14.65	$11.38
Number of accumulation units outstanding at end of period	268,883	289,925	304,354	220,033	175,671
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2008)
Value at beginning of period	$6.48	$10.57
Value at end of period	$8.99	$6.48
Number of accumulation units outstanding at end of period	713,721	809,490

SD Signature

CFI 23


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during March 2009)
Value at beginning of period	$7.67
Value at end of period	$10.62
Number of accumulation units outstanding at end of period	4,843
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.57	$14.59	$13.92	$11.99	$10.06
Value at end of period	$11.77	$8.57	$14.59	$13.92	$11.99
Number of accumulation units outstanding at end of period	35,271	38,101	49,329	60,894	64,087
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during October 2003)
Value at beginning of period	$9.63	$16.45	$15.72	$13.58	$12.18	$10.77	$8.30
Value at end of period	$13.21	$9.63	$16.45	$15.72	$13.58	$12.18	$10.77
Number of accumulation units outstanding at end of period	140,376	157,769	152,046	116,133	44,746	25,497	9,450
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$6.62	$10.48	$10.36	$9.10	$8.66	$8.01	$6.55
Value at end of period	$7.48	$6.62	$10.48	$10.36	$9.10	$8.66	$8.01
Number of accumulation units outstanding at end of period	31,178	46,935	53,412	67,339	79,462	19,827	10,997
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.18	$12.04	$11.89	$11.09	$10.81	$10.00
Value at end of period	$13.49	$9.18	$12.04	$11.89	$11.09	$10.81
Number of accumulation units outstanding at end of period	459,467	619,342	798,841	934,613	965,634	1,090,509
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$15.13	$14.75	$13.76	$13.40	$13.29	$12.88	$12.49
Value at end of period	$17.04	$15.13	$14.75	$13.76	$13.40	$13.29	$12.88
Number of accumulation units outstanding at end of period	1,652,663	1,530,242	1,175,130	1,101,979	952,309	773,578	642,677
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.37	$13.02	$12.60	$10.97	$10.17
Value at end of period	$10.22	$8.37	$13.02	$12.60	$10.97
Number of accumulation units outstanding at end of period	24,115	30,667	54,457	76,206	101,946
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.22	$12.49	$12.03	$10.88	$10.07
Value at end of period	$10.12	$8.22	$12.49	$12.03	$10.88
Number of accumulation units outstanding at end of period	624,996	786,881	413,629	436,650	481,919
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.31
Number of accumulation units outstanding at end of period	739,059
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.21
Value at end of period	$9.37
Number of accumulation units outstanding at end of period	5,062,790

SD Signature

CFI 24


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.49
Value at end of period	$9.63
Number of accumulation units outstanding at end of period	5,736,069
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.86
Number of accumulation units outstanding at end of period	3,745,706
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.84
Value at end of period	$12.67
Number of accumulation units outstanding at end of period	91,763
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.70	$10.13
Value at end of period	$8.14	$6.70
Number of accumulation units outstanding at end of period	781,916	20,920
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.64
Value at end of period	$12.49
Number of accumulation units outstanding at end of period	113,909
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.79
Value at end of period	$12.98
Number of accumulation units outstanding at end of period	289,667
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.12	$10.48
Value at end of period	$8.42	$6.12
Number of accumulation units outstanding at end of period	61,243	12,196
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.96	$10.16
Value at end of period	$8.66	$6.96
Number of accumulation units outstanding at end of period	93,601	73,382
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$5.59	$8.68	$8.04	$7.27	$6.78
Value at end of period	$7.19	$5.59	$8.68	$8.04	$7.27
Number of accumulation units outstanding at end of period	71,603	81,596	98,573	126,536	104,909
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.14	$10.56
Value at end of period	$8.94	$7.14
Number of accumulation units outstanding at end of period	12,035	15,039

SD Signature

CFI 25


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$33.63	$47.15	$45.90	$40.69	$38.38
Value at end of period	$44.09	$33.63	$47.15	$45.90	$40.69
Number of accumulation units outstanding at end of period	520,599	600,422	652,264	695,197	717,996
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$21.26	$33.60	$33.14	$28.28	$27.65	$24.46
Value at end of period	$26.15	$21.26	$33.60	$33.14	$28.28	$27.65
Number of accumulation units outstanding at end of period	267,381	304,958	360,311	402,219	446,944	450,758
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$5.76	$10.16	$10.07
Value at end of period	$8.09	$5.76	$10.16
Number of accumulation units outstanding at end of period	134,530	61,963	45,677
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.40	$12.66	$11.17	$10.35
Value at end of period	$9.60	$7.40	$12.66	$11.17
Number of accumulation units outstanding at end of period	191,585	202,155	91,050	43,509
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$15.34	$25.85	$25.65	$21.38	$19.77
Value at end of period	$19.97	$15.34	$25.85	$25.65	$21.38
Number of accumulation units outstanding at end of period	308,065	369,472	437,103	444,904	478,115
ING THORNBURG VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$6.15	$10.38	$9.84	$8.56	$8.56	$7.71	$6.12
Value at end of period	$8.77	$6.15	$10.38	$9.84	$8.56	$8.56	$7.71
Number of accumulation units outstanding at end of period	11,913	14,878	24,979	35,667	39,815	44,204	19,794
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$10.19	$9.86
Value at end of period	$10.58	$10.19
Number of accumulation units outstanding at end of period	186,314	89,650
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.89	$13.37	$13.46	$11.97	$11.16	$9.69
Value at end of period	$10.22	$7.89	$13.37	$13.46	$11.97	$11.16
Number of accumulation units outstanding at end of period	5,905	6,353	10,357	34,067	7,398	561
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.48	$13.56	$14.10	$12.37	$12.15	$10.58	$8.29
Value at end of period	$10.72	$8.48	$13.56	$14.10	$12.37	$12.15	$10.58
Number of accumulation units outstanding at end of period	191,338	223,593	268,526	269,186	217,632	99,101	43,375
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.17	$12.19	$12.00	$10.84	$10.16
Value at end of period	$11.04	$9.17	$12.19	$12.00	$10.84
Number of accumulation units outstanding at end of period	226,148	236,036	145,150	101,883	57,793

SD Signature

CFI 26


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.07	$17.18	$15.91	$13.33	$12.17
Value at end of period	$15.31	$12.07	$17.18	$15.91	$13.33
Number of accumulation units outstanding at end of period	118,308	126,637	149,741	227,261	139,674
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.97	$31.44	$31.15	$27.29	$25.19
Value at end of period	$25.57	$20.97	$31.44	$31.15	$27.29
Number of accumulation units outstanding at end of period	244,106	286,443	349,212	418,501	432,481
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during March 2006)
Value at beginning of period	$7.17	$10.84	$11.43	$10.97
Value at end of period	$9.18	$7.17	$10.84	$11.43
Number of accumulation units outstanding at end of period	17,156	12,786	16,688	28,937
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$6.07	$9.79
Value at end of period	$7.76	$6.07
Number of accumulation units outstanding at end of period	15,510	19,771
PROFUND VP BULL
(Fund first available during October 2003)
Value at beginning of period	$6.21	$10.13	$9.94	$8.89	$8.79	$8.21	$6.64
Value at end of period	$7.60	$6.21	$10.13	$9.94	$8.89	$8.79	$8.21
Number of accumulation units outstanding at end of period	6,595	9,219	24,362	66,827	87,305	236,229	123,574
PROFUND VP EUROPE 30
(Fund first available during October 2003)
Value at beginning of period	$7.08	$12.84	$11.39	$9.85	$9.26	$8.23	$6.03
Value at end of period	$9.21	$7.08	$12.84	$11.39	$9.85	$9.26	$8.23
Number of accumulation units outstanding at end of period	6,504	7,317	16,311	21,489	69,529	77,158	71,708
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$4.59	$7.52	$8.06	$7.44	$8.21	$9.36	$10.00
Value at end of period	$5.97	$4.59	$7.52	$8.06	$7.44	$8.21	$9.36
Number of accumulation units outstanding at end of period	42,687	49,779	72,233	135,323	84,052	213,853	6,865


	Separate Account Annual Charges of 1.75%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during February 2004)
Value at beginning of period	$7.89	$14.11	$14.48	$11.82	$12.18	$10.99
Value at end of period	$10.30	$7.89	$14.11	$14.48	$11.82	$12.18
Number of accumulation units outstanding at end of period	6,797	7,778	7,416	8,231	10,942	255,487

SD Signature

CFI 27


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.97	$10.21
Value at end of period	$9.47	$7.97
Number of accumulation units outstanding at end of period	9,918	2,682
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$8.98	$12.73	$13.30	$11.34	$11.07
Value at end of period	$11.03	$8.98	$12.73	$13.30	$11.34
Number of accumulation units outstanding at end of period	1,221	1,199	2,774	2,955	6,102
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.13	$17.99	$15.61	$14.25	$12.44	$10.99	$10.00
Value at end of period	$13.48	$10.13	$17.99	$15.61	$14.25	$12.44	$10.99
Number of accumulation units outstanding at end of period	148,439	175,323	206,912	168,207	114,370	319,740	210,166
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.39	$14.92	$15.00	$12.73	$12.27	$11.23	$10.00
Value at end of period	$10.70	$8.39	$14.92	$15.00	$12.73	$12.27	$11.23
Number of accumulation units outstanding at end of period	20,871	28,951	53,973	65,385	58,414	1,163,703	987,940
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.17	$10.26
Value at end of period	$8.69	$7.17
Number of accumulation units outstanding at end of period	629	377
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.98	$10.14
Value at end of period	$9.90	$8.98
Number of accumulation units outstanding at end of period	46,418	2,539
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.60	$14.17	$13.80	$12.25	$11.84	$10.98	$10.00
Value at end of period	$11.04	$8.60	$14.17	$13.80	$12.25	$11.84	$10.98
Number of accumulation units outstanding at end of period	167,628	195,452	219,394	226,839	186,130	1,977,456	542,973
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76	$10.00
Value at end of period	$11.86	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76
Number of accumulation units outstanding at end of period	269,784	249,977	223,064	222,924	197,573	2,291,803	726,382
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.40	$21.93	$18.69	$16.07	$13.53	$11.60	$10.00
Value at end of period	$17.34	$12.40	$21.93	$18.69	$16.07	$13.53	$11.60
Number of accumulation units outstanding at end of period	62,637	62,596	74,725	71,260	56,041	865,696	208,539
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$11.76
Value at end of period	$13.06
Number of accumulation units outstanding at end of period	849

SD Signature

CFI 28


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.36	$22.32	$19.50	$15.36	$13.55	$11.00
Value at end of period	$14.60	$12.36	$22.32	$19.50	$15.36	$13.55
Number of accumulation units outstanding at end of period	50,726	58,504	68,905	45,232	38,428	330,064
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.48	$12.96	$12.43	$10.98	$11.30
Value at end of period	$9.94	$7.48	$12.96	$12.43	$10.98
Number of accumulation units outstanding at end of period	17,484	14,187	17,552	21,278	4,521
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$9.97
Value at end of period	$10.56
Number of accumulation units outstanding at end of period	42,624
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.67	$12.81	$12.21	$11.60	$10.88
Value at end of period	$9.81	$7.67	$12.81	$12.21	$11.60
Number of accumulation units outstanding at end of period	14,742	13,643	15,870	22,483	18,468
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.49	$9.99
Value at end of period	$9.73	$6.49
Number of accumulation units outstanding at end of period	24,130	25,690
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during July 2006)
Value at beginning of period	$7.14	$12.38	$13.59	$10.79
Value at end of period	$9.37	$7.14	$12.38	$13.59
Number of accumulation units outstanding at end of period	15,286	15,122	53,400	61,406
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.51	$17.40	$21.53	$15.92	$13.87	$10.48
Value at end of period	$14.03	$10.51	$17.40	$21.53	$15.92	$13.87
Number of accumulation units outstanding at end of period	31,160	35,789	46,072	59,827	39,325	463,695
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$6.57	$10.15	$10.03	$9.10
Value at end of period	$8.05	$6.57	$10.15	$10.03
Number of accumulation units outstanding at end of period	6,841	6,632	7,555	2,789
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$6.77	$11.34	$11.08	$10.03
Value at end of period	$8.76	$6.77	$11.34	$11.08
Number of accumulation units outstanding at end of period	126,712	87,155	47,962	37,027
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.97	$12.80	$12.00	$10.72	$9.88
Value at end of period	$10.58	$8.97	$12.80	$12.00	$10.72
Number of accumulation units outstanding at end of period	22,684	26,836	52,193	65,465	45,088

SD Signature

CFI 29


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.66	$12.16	$11.09	$10.69	$10.00
Value at end of period	$12.12	$8.66	$12.16	$11.09	$10.69
Number of accumulation units outstanding at end of period	4,038	103	104	104	104
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.87	$14.83	$13.18	$11.99	$10.47
Value at end of period	$12.13	$8.87	$14.83	$13,018.00	$11.99
Number of accumulation units outstanding at end of period	42,610	38,976	57,028	48,691	8,017
ING FOCUS 5 PORTFOLIO
(Funds were first received in this option during February 2009)
Value at beginning of period	$4.56
Value at end of period	$7.19
Number of accumulation units outstanding at end of period	5,078
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$7.64	$10.99	$10.90	$10.21
Value at end of period	$9.91	$7.64	$10.99	$10.90
Number of accumulation units outstanding at end of period	47,289	57,536	58,851	17,132
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$7.25	$11.86	$12.76
Value at end of period	$9.01	$7.25	$11.86
Number of accumulation units outstanding at end of period	25,244	24,344	18,254
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during July 2007)
Value at beginning of period	$6.06	$9.58	$10.20
Value at end of period	$7.75	$6.06	$9.58
Number of accumulation units outstanding at end of period	4,250	1,606	29,187
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.09	$20.85	$15.93	$13.35	$11.11
Value at end of period	$16.33	$12.09	$20.85	$15.93	$13.35
Number of accumulation units outstanding at end of period	40,944	50,297	53,109	37,625	11,942
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$6.08	$8.41
Value at end of period	$7.77	$6.08
Number of accumulation units outstanding at end of period	48,326	3,918
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.17
Value at end of period	$12.93
Number of accumulation units outstanding at end of period	5,306
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.75	$14.22	$13.82	$12.30	$11.91	$10.99	$10.00
Value at end of period	$10.57	$8.75	$14.22	$13.82	$12.30	$11.91	$10.99
Number of accumulation units outstanding at end of period	39,543	42,383	73,028	86,261	99,978	548,608	275,705

SD Signature

CFI 30


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.32	$15.23	$14.73	$13.74	$12.61	$11.03	$10.00
Value at end of period	$12.04	$9.32	$15.23	$14.73	$13.74	$12.61	$11.03
Number of accumulation units outstanding at end of period	40,006	46,047	69,716	80,059	73,790	430,312	189,683
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.30	$14.27	$15.53	$13.93	$13.20	$11.04	$10.00
Value at end of period	$11.38	$9.30	$14.27	$15.53	$13.93	$13.20	$11.04
Number of accumulation units outstanding at end of period	35,012	41,370	77,743	81,122	78,548	345,339	128,264
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.58	$10.67	$10.27	$10.08	$10.04
Value at end of period	$10.47	$9.58	$10.67	$10.27	$10.08
Number of accumulation units outstanding at end of period	28,435	40,983	105,902	106,855	17,932
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during December 2008)
Value at beginning of period	$6.05	$5.42
Value at end of period	$7.58	$6.05
Number of accumulation units outstanding at end of period	8,245	365
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.37	$18.68	$15.73	$13.01	$11.45	$9.65
Value at end of period	$12.55	$9.37	$18.68	$15.73	$13.01	$11.45
Number of accumulation units outstanding at end of period	31,436	32,767	18,707	3,148	1,573	293,821
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.90	$24.86	$18.27	$13.69	$11.37
Value at end of period	$20.07	$11.90	$24.86	$18.27	$13.69
Number of accumulation units outstanding at end of period	29,484	35,166	76,881	45,804	4,698
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.49	$15.95	$15.86	$13.85	$13.00	$10.97	$10.00
Value at end of period	$12.95	$10.49	$15.95	$15.86	$13.85	$13.00	$10.97
Number of accumulation units outstanding at end of period	19,367	20,771	21,997	24,783	26,439	189,608	65,061
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.58	$15.37	$15.92	$13.89	$13.63	$11.02	$10.00
Value at end of period	$13.24	$10.58	$15.37	$15.92	$13.89	$13.63	$11.02
Number of accumulation units outstanding at end of period	27,410	29,658	32,022	33,188	28,744	434,570	299,555
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$7.88	$13.22	$13.72	$12.69	$11.62	$10.80	$10.00
Value at end of period	$10.22	$7.88	$13.22	$13.72	$12.69	$11.62	$10.80
Number of accumulation units outstanding at end of period	13,741	16,003	21,724	20,686	28,476	179,814	51,221
ING LIQUID ASSETS PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$10.65	$10.58	$10.26	$9.98	$9.88	$9.93
Value at end of period	$10.50	$10.65	$10.58	$10.26	$9.98	$9.88
Number of accumulation units outstanding at end of period	282,284	648,465	142,318	107,571	38,028	1,213,060

SD Signature

CFI 31


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.15	$14.69	$14.35	$12.42	$11.98	$11.10	$10.00
Value at end of period	$10.68	$9.15	$14.69	$14.35	$12.42	$11.98	$11.10
Number of accumulation units outstanding at end of period	1,916	1,951	4,327	5,301	4	625,795	676,868
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.12	$13.84	$12.34	$11.97	$11.19	$9.97
Value at end of period	$10.29	$8.12	$13.84	$12.34	$11.97	$11.19
Number of accumulation units outstanding at end of period	9,480	8,725	10,425	5,125	5,200	1,545,306
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.87	$17.88	$15.10	$12.39	$11.20
Value at end of period	$11.99	$8.87	$17.88	$15.10	$12.39
Number of accumulation units outstanding at end of period	16,482	20,052	24,263	17,510	17,842
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.10	$13.24	$12.95	$11.78	$11.65	$10.67	$10.00
Value at end of period	$11.70	$10.10	$13.24	$12.95	$11.78	$11.65	$10.67
Number of accumulation units outstanding at end of period	58,483	64,830	80,851	99,914	116,328	2,918,631	2,962,240
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.19	$18.29	$14.61	$11.37	$10.58
Value at end of period	$14.61	$11.19	$18.29	$14.61	$11.37
Number of accumulation units outstanding at end of period	38,548	39,783	49,772	32,560	15,974
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.46	$10.05
Value at end of period	$8.95	$6.46
Number of accumulation units outstanding at end of period	1,571	1,082
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.52	$14.54	$13.88	$11.98	$10.06
Value at end of period	$11.69	$8.52	$14.54	$13.88	$11.98
Number of accumulation units outstanding at end of period	2,396	2,762	2,904	5,333	6,988
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during January 2004)
Value at beginning of period	$10.08	$17.23	$16.49	$14.27	$12.82	$11.88
Value at end of period	$13.80	$10.08	$17.23	$16.49	$14.27	$12.82
Number of accumulation units outstanding at end of period	17,046	19,318	24,546	21,115	3,591	25,934
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$9.07	$14.38	$14.24	$12.52	$11.93	$11.06
Value at end of period	$10.23	$9.07	$14.38	$14.24	$12.52	$11.93
Number of accumulation units outstanding at end of period	1,844	2,028	3,573	3,551	3,547	53,133
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.11	$11.97	$11.85	$11.07	$10.80	$10.00
Value at end of period	$13.38	$9.11	$11.97	$11.85	$11.07	$10.80
Number of accumulation units outstanding at end of period	55,450	64,517	135,258	168,572	115,676	2,556,237

SD Signature

CFI 32


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.97	$11.69	$10.92	$10.65	$10.58	$10.26	$10.00
Value at end of period	$13.46	$11.97	$11.69	$10.92	$10.65	$10.58	$10.26
Number of accumulation units outstanding at end of period	200,809	206,998	150,791	137,192	141,475	0	2,257,025
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.32	$12.97	$12.57	$10.95	$10.47
Value at end of period	$10.15	$8.32	$12.97	$12.57	$10.95
Number of accumulation units outstanding at end of period	8,712	9,251	42,578	42,487	9,416
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.18	$12.44	$12.00	$10.87	$10.26
Value at end of period	$10.05	$8.18	$12.44	$12.00	$10.87
Number of accumulation units outstanding at end of period	32,542	31,043	32,853	26,255	18,875
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.31
Number of accumulation units outstanding at end of period	22,742
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.21
Value at end of period	$9.37
Number of accumulation units outstanding at end of period	795,067
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.49
Value at end of period	$9.62
Number of accumulation units outstanding at end of period	429,195
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.85
Number of accumulation units outstanding at end of period	242,683
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.83
Value at end of period	$12.66
Number of accumulation units outstanding at end of period	21,030
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.69	$10.31
Value at end of period	$8.12	$6.69
Number of accumulation units outstanding at end of period	365,082	6,512
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.63
Value at end of period	$12.48
Number of accumulation units outstanding at end of period	15,300

SD Signature

CFI 33


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.51
Value at end of period	$12.96
Number of accumulation units outstanding at end of period	14,653
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.11	$10.48
Value at end of period	$8.40	$6.11
Number of accumulation units outstanding at end of period	7,222	1,991
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.95	$10.21
Value at end of period	$8.63	$6.95
Number of accumulation units outstanding at end of period	10,599	13,066
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.15	$14.24	$13.20	$11.95	$11.40
Value at end of period	$11.75	$9.15	$14.24	$13.20	$11.95
Number of accumulation units outstanding at end of period	3,263	3,287	3,309	2,647	1,411
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$7.13	$9.40
Value at end of period	$8.92	$7.13
Number of accumulation units outstanding at end of period	1,018	574
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.03	$12.68	$12.36	$10.97	$10.05
Value at end of period	$11.82	$9.03	$12.68	$12.36	$10.97
Number of accumulation units outstanding at end of period	182,635	211,307	196,436	91,672	13,753
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.53	$13.50	$13.34	$11.40	$11.16	$9.82
Value at end of period	$10.48	$8.53	$13.50	$13.34	$11.40	$11.16
Number of accumulation units outstanding at end of period	30,362	45,019	67,888	57,033	55,859	1,402,760
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during September 2007)
Value at beginning of period	$5.75	$10.15	$10.29
Value at end of period	$8.06	$5.75	$10.15
Number of accumulation units outstanding at end of period	9,626	2,664	2,685
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Funds were first received in this option during January 2007)
Value at beginning of period	$7.37	$12.63	$11.21
Value at end of period	$9.55	$7.37	$12.63
Number of accumulation units outstanding at end of period	13,339	15,995	14,100
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$8.19	$13.83	$13.74	$11.47	$10.71
Value at end of period	$10.65	$8.19	$13.83	$13.74	$11.47
Number of accumulation units outstanding at end of period	48,559	33,346	20,283	10,227	3,444

SD Signature

CFI 34


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING THORNBURG VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.49	$14.34	$13.61	$11.85	$11.88	$10.71	$10.00
Value at end of period	$12.07	$8.49	$14.34	$13.61	$11.85	$11.88	$10.71
Number of accumulation units outstanding at end of period	710	716	1,140	1,615	1,624	44,868	47,044
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$10.17	$9.97
Value at end of period	$10.55	$10.17
Number of accumulation units outstanding at end of period	24,954	6,580
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during September 2004)
Value at beginning of period	$7.84	$13.30	$13.41	$11.94	$11.15	$10.12
Value at end of period	$10.13	$7.84	$13.30	$13.41	$11.94	$11.15
Number of accumulation units outstanding at end of period	9,494	12,400	13,143	10,938	11,755	461
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.82	$14.13	$14.71	$12.92	$12.71	$11.08	$10.00
Value at end of period	$11.14	$8.82	$14.13	$14.71	$12.92	$12.71	$11.08
Number of accumulation units outstanding at end of period	50,921	37,862	38,177	35,116	27,782	733,524	589,925
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.12	$12.14	$11.97	$10.83	$10.72
Value at end of period	$10.96	$9.12	$12.14	$11.97	$10.83
Number of accumulation units outstanding at end of period	6,397	5,547	11,038	11,376	901
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.58	$13.65	$12.67	$10.62	$10.45
Value at end of period	$12.14	$9.58	$13.65	$12.67	$10.62
Number of accumulation units outstanding at end of period	22,166	19,518	23,165	15,912	2,142
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.48	$12.74	$12.64	$11.09	$10.66
Value at end of period	$10.33	$8.48	$12.74	$12.64	$11.09
Number of accumulation units outstanding at end of period	13,547	14,892	24,252	11,526	1,542
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during September 2006)
Value at beginning of period	$7.14	$10.80	$11.42	$10.60
Value at end of period	$9.12	$7.14	$10.80	$11.42
Number of accumulation units outstanding at end of period	663	755	831	891
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$6.00	$9.45
Value at end of period	$7.66	$6.00
Number of accumulation units outstanding at end of period	14,656	4,041
PROFUND VP BULL
(Fund first available during June 2004)
Value at beginning of period	$8.22	$13.43	$13.20	$11.82	$11.71	$11.17
Value at end of period	$10.05	$8.22	$13.43	$13.20	$11.82	$11.71
Number of accumulation units outstanding at end of period	2,230	2,251	2,267	5,747	2,542	518,311

SD Signature

CFI 35


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

PROFUND VP EUROPE 30
(Fund first available during October 2003)
Value at beginning of period	$10.32	$18.75	$16.66	$14.43	$13.58	$12.09	$10.00
Value at end of period	$13.41	$10.32	$18.75	$16.66	$14.43	$13.58	$12.09
Number of accumulation units outstanding at end of period	306	405	407	944	960	140,140	190,714
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during April 2004)
Value at beginning of period	$4.55	$7.47	$8.02	$7.41	$8.19	$8.96
Value at end of period	$5.92	$4.55	$7.47	$8.02	$7.41	$8.19
Number of accumulation units outstanding at end of period	8,656	10,634	10,701	16,368	22,287	282,310


	Separate Account Annual Charges of 1.95%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during April 2004)
Value at beginning of period	$7.81	$13.98	$14.38	$11.77	$12.14	$11.48
Value at end of period	$10.17	$7.81	$13.98	$14.38	$11.77	$12.14
Number of accumulation units outstanding at end of period	1,780	1,886	1,911	2,338	3,121	5,645
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during March 2009)
Value at beginning of period	$6.86
Value at end of period	$9.44
Number of accumulation units outstanding at end of period	3,335
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$8.92	$12.66	$13.25	$11.32	$10.16
Value at end of period	$10.93	$8.92	$12.66	$13.25	$11.32
Number of accumulation units outstanding at end of period	1,686	2,130	3,167	3,136	2,271
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.02	$17.83	$15.50	$14.19	$12.40	$10.98	$10.00
Value at end of period	$13.31	$10.02	$17.83	$15.50	$14.19	$12.40	$10.98
Number of accumulation units outstanding at end of period	39,515	54,445	45,787	39,904	40,705	138,475	93,715
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.30	$14.79	$14.90	$12.67	$12.24	$11.22	$10.00
Value at end of period	$10.57	$8.30	$14.79	$14.90	$12.67	$12.24	$11.22
Number of accumulation units outstanding at end of period	20,408	28,137	33,356	37,681	26,360	125,507	58,993
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.16	$8.98
Value at end of period	$8.67	$7.16
Number of accumulation units outstanding at end of period	20,302	13,579

SD Signature

CFI 36


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during December 2008)
Value at beginning of period	$8.97	$8.87
Value at end of period	$9.86	$8.97
Number of accumulation units outstanding at end of period	13,605	1,370
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.51	$14.04	$13.71	$12.19	$11.81	$10.97	$10.00
Value at end of period	$10.90	$8.51	$14.04	$13.71	$12.19	$11.81	$10.97
Number of accumulation units outstanding at end of period	109,196	128,839	140,900	121,161	107,393	348,070	63,213
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.61	$15.76	$14.38	$13.38	$11.80	$10.75	$10.00
Value at end of period	$11.71	$8.61	$15.76	$14.38	$13.38	$11.80	$10.75
Number of accumulation units outstanding at end of period	135,644	171,291	167,699	137,472	120,935	362,211	72,592
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.26	$21.74	$18.57	$16.00	$13.49	$11.60	$10.00
Value at end of period	$17.12	$12.26	$21.74	$18.57	$16.00	$13.49	$11.60
Number of accumulation units outstanding at end of period	32,879	41,389	39,639	44,163	39,573	161,298	17,513
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.23	$22.12	$19.37	$15.29	$13.52	$11.69	$10.00
Value at end of period	$14.42	$12.23	$22.12	$19.37	$15.29	$13.52	$11.69
Number of accumulation units outstanding at end of period	14,811	17,059	19,314	19,566	12,151	72,649	20,511
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.43	$12.89	$12.39	$10.96	$11.15
Value at end of period	$9.84	$7.43	$12.89	$12.39	$10.96
Number of accumulation units outstanding at end of period	27,028	31,919	19,574	10,362	4,428
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.16
Value at end of period	$10.54
Number of accumulation units outstanding at end of period	1,620
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.61	$12.74	$12.17	$11.59	$10.87
Value at end of period	$9.72	$7.61	$12.74	$12.17	$11.59
Number of accumulation units outstanding at end of period	150	152	154	408	964
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.48	$9.99
Value at end of period	$9.69	$6.48
Number of accumulation units outstanding at end of period	17,151	18,454
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$7.11	$12.34	$13.57	$11.56
Value at end of period	$9.30	$7.11	$12.34	$13.57
Number of accumulation units outstanding at end of period	5,229	6,063	5,586	6,027

SD Signature

CFI 37


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.41	$17.27	$21.41	$15.87	$13.85	$11.03
Value at end of period	$13.87	$10.41	$17.27	$21.41	$15.87	$13.85
Number of accumulation units outstanding at end of period	14,830	20,111	22,880	17,872	15,540	18,394
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$6.54	$10.11	$10.02	$9.07
Value at end of period	$7.99	$6.54	$10.11	$10.02
Number of accumulation units outstanding at end of period	42,675	26,693	11,735	1,474
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$6.73	$11.30	$11.06	$9.91	$10.04
Value at end of period	$8.69	$6.73	$11.30	$11.06	$9.91
Number of accumulation units outstanding at end of period	11,800	12,444	10,161	9,201	1,170
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$8.88	$12.70	$11.93	$10.69	$9.87	$9.15
Value at end of period	$10.46	$8.88	$12.70	$11.93	$10.69	$9.87
Number of accumulation units outstanding at end of period	13,638	11,218	12,169	10,315	8,341	14,865
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.58	$12.07	$11.03	$10.65	$10.07
Value at end of period	$11.98	$8.58	$12.07	$11.03	$10.65
Number of accumulation units outstanding at end of period	2,284	1,284	1,300	1,213	640
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.80	$14.75	$13.14	$11.97	$10.99
Value at end of period	$12.01	$8.80	$14.75	$13.147	$11.97
Number of accumulation units outstanding at end of period	10,710	17,263	18,373	15,291	8,394
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$7.60	$10.96	$10.88	$10.22
Value at end of period	$9.84	$7.60	$10.96	$10.88
Number of accumulation units outstanding at end of period	16,819	12,109	9,942	23,947
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$7.23	$11.84	$11.77
Value at end of period	$8.96	$7.23	$11.84
Number of accumulation units outstanding at end of period	7,883	8,261	11,674
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$6.03	$9.57	$10.10
Value at end of period	$7.71	$6.03	$9.57
Number of accumulation units outstanding at end of period	286	1,129	219
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.00	$20.74	$15.87	$13.33	$11.21
Value at end of period	$16.18	$12.00	$20.74	$15.87	$13.33
Number of accumulation units outstanding at end of period	19,228	22,593	13,996	8,823	3,711

SD Signature

CFI 38


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.05
Value at end of period	$7.73
Number of accumulation units outstanding at end of period	11,850
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.65	$14.10	$13.72	$12.25	$11.88	$10.98	$10.00
Value at end of period	$10.44	$8.65	$14.10	$13.72	$12.25	$11.88	$10.98
Number of accumulation units outstanding at end of period	23,084	27,934	29,149	31,632	27,730	156,482	74,850
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.22	$15.10	$14.63	$13.67	$12.58	$11.02	$10.00
Value at end of period	$11.88	$9.22	$15.10	$14.63	$13.67	$12.58	$11.02
Number of accumulation units outstanding at end of period	31,708	39,221	42,594	40,799	41,654	128,177	52,557
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.20	$14.15	$15.43	$13.87	$13.17	$11.03	$10.00
Value at end of period	$11.23	$9.20	$14.15	$15.43	$13.87	$13.17	$11.03
Number of accumulation units outstanding at end of period	23,391	29,428	32,419	35,634	38,222	105,870	37,589
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.51	$10.61	$10.24	$10.06	$10.04
Value at end of period	$10.37	$9.51	$10.61	$10.24	$10.06
Number of accumulation units outstanding at end of period	46,085	46,593	24,796	13,078	9,742
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$6.98
Value at end of period	$7.55
Number of accumulation units outstanding at end of period	4,565
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.28	$18.54	$15.65	$12.97	$10.93
Value at end of period	$12.41	$9.28	$18.54	$15.65	$12.97
Number of accumulation units outstanding at end of period	15,538	18,951	13,224	6,627	1,875
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.81	$24.73	$18.21	$13.67	$12.66
Value at end of period	$19.88	$11.81	$24.73	$18.21	$13.67
Number of accumulation units outstanding at end of period	11,813	13,337	9,449	5,654	683
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$10.38	$15.81	$15.75	$13.79	$12.96	$11.40
Value at end of period	$12.79	$10.38	$15.81	$15.75	$13.79	$12.96
Number of accumulation units outstanding at end of period	19,360	20,899	23,415	24,857	26,514	120,968
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.47	$15.24	$15.81	$13.82	$13.63	$11.01	$10.00
Value at end of period	$13.07	$10.47	$15.24	$15.81	$13.82	$13.63	$11.01
Number of accumulation units outstanding at end of period	26,077	32,347	31,861	14,779	14,588	68,789	26,587

SD Signature

CFI 39


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during January 2004)
Value at beginning of period	$7.80	$13.11	$13.62	$12.63	$11.58	$11.23
Value at end of period	$10.09	$7.80	$13.11	$13.62	$12.63	$11.58
Number of accumulation units outstanding at end of period	4,448	5,460	6,939	6,408	6,976	59,803
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.54	$10.49	$10.19	$9.93	$9.85	$9.96	$10.00
Value at end of period	$10.36	$10.54	$10.49	$10.19	$9.93	$9.85	$9.96
Number of accumulation units outstanding at end of period	45,326	70,327	46,626	16,013	11,899	138,686	66,946
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during March 2004)
Value at beginning of period	$9.05	$14.56	$14.26	$12.36	$11.95	$11.05
Value at end of period	$10.55	$9.05	$14.56	$14.26	$12.36	$11.95
Number of accumulation units outstanding at end of period	2,943	2,958	3,605	3,214	549	20,350
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.04	$13.74	$12.27	$11.93	$10.59
Value at end of period	$10.17	$8.04	$13.74	$12.27	$11.93
Number of accumulation units outstanding at end of period	1,245	1,785	4,019	704	2,529
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.81	$17.79	$15.05	$12.37	$11.19
Value at end of period	$11.88	$8.81	$17.79	$15.05	$12.37
Number of accumulation units outstanding at end of period	3,858	6,485	3,864	3,548	1,785
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.99	$13.12	$12.87	$11.72	$11.62	$10.66	$10.00
Value at end of period	$11.55	$9.99	$13.12	$12.87	$11.72	$11.62	$10.66
Number of accumulation units outstanding at end of period	87,877	72,679	70,889	43,132	40,241	127,261	50,717
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.11	$18.19	$14.57	$11.35	$10.33
Value at end of period	$14.47	$11.11	$18.19	$14.57	$11.35
Number of accumulation units outstanding at end of period	29,198	34,697	33,003	26,352	8,535
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.45	$10.05
Value at end of period	$8.92	$6.45
Number of accumulation units outstanding at end of period	1,074	333
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.46	$14.46	$13.84	$11.96	$10.06
Value at end of period	$11.58	$8.46	$14.46	$13.84	$11.96
Number of accumulation units outstanding at end of period	6,137	6,800	8,103	11,397	13,492
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during November 2004)
Value at beginning of period	$9.97	$17.08	$16.38	$14.20	$12.79	$11.64
Value at end of period	$13.62	$9.97	$17.08	$16.38	$14.20	$12.79
Number of accumulation units outstanding at end of period	4,028	5,187	8,115	7,690	2,513	5,878

SD Signature

CFI 40


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.97	$14.25	$14.14	$12.46	$11.90	$11.26
Value at end of period	$10.10	$8.97	$14.25	$14.14	$12.46	$11.90
Number of accumulation units outstanding at end of period	819	827	848	853	859	4,534
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.03	$11.88	$11.78	$11.03	$10.78	$10.00
Value at end of period	$13.22	$9.03	$11.88	$11.78	$11.03	$10.78
Number of accumulation units outstanding at end of period	50,408	59,382	62,855	50,600	44,982	134,849
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.84	$11.59	$10.84	$10.60	$10.55	$10.26	$10.00
Value at end of period	$13.29	$11.84	$11.59	$10.84	$10.60	$10.55	$10.26
Number of accumulation units outstanding at end of period	186,652	202,342	126,056	105,416	101,030	279,024	105,747
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.26	$12.90	$12.53	$10.94	$10.64
Value at end of period	$10.05	$8.26	$12.90	$12.53	$10.94
Number of accumulation units outstanding at end of period	10,597	10,197	11,137	2,963	3,518
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.11	$12.37	$11.96	$10.86	$10.82
Value at end of period	$9.96	$8.11	$12.37	$11.96	$10.86
Number of accumulation units outstanding at end of period	48,932	58,987	52,512	19,079	14,601
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.31
Number of accumulation units outstanding at end of period	685
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.21
Value at end of period	$9.36
Number of accumulation units outstanding at end of period	135,251
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.49
Value at end of period	$9.62
Number of accumulation units outstanding at end of period	147,706
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.85
Number of accumulation units outstanding at end of period	116,934
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.83
Value at end of period	$12.64
Number of accumulation units outstanding at end of period	18,876

SD Signature

CFI 41


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2009)
Value at beginning of period	$6.39
Value at end of period	$8.09
Number of accumulation units outstanding at end of period	9,428
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$9.91
Value at end of period	$12.46
Number of accumulation units outstanding at end of period	5,700
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$11.55
Value at end of period	$12.94
Number of accumulation units outstanding at end of period	110
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$6.26
Value at end of period	$8.37
Number of accumulation units outstanding at end of period	2,459
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$6.94	$10.02
Value at end of period	$8.60	$6.94
Number of accumulation units outstanding at end of period	932	496
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during February 2007)
Value at beginning of period	$9.08	$14.16	$13.98
Value at end of period	$11.64	$9.08	$14.16
Number of accumulation units outstanding at end of period	83	83	83
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$7.12	$9.40
Value at end of period	$8.89	$7.12
Number of accumulation units outstanding at end of period	1,124	803
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.96	$12.61	$12.32	$10.96	$10.05
Value at end of period	$11.71	$8.96	$12.61	$12.32	$10.96
Number of accumulation units outstanding at end of period	36,055	74,198	32,816	16,519	4,340
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.45	$13.40	$13.27	$11.36	$11.15	$10.14
Value at end of period	$10.36	$8.45	$13.40	$13.27	$11.36	$11.15
Number of accumulation units outstanding at end of period	57,880	65,462	58,783	43,440	46,534	55,676
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during December 2007)
Value at beginning of period	$5.73	$10.14	$10.14
Value at end of period	$8.01	$5.73	$10.14
Number of accumulation units outstanding at end of period	1,668	107	97

SD Signature

CFI 42


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$7.33	$12.59	$11.14	$9.29
Value at end of period	$9.48	$7.33	$12.59	$11.14
Number of accumulation units outstanding at end of period	22,137	22,529	12,889	1,824
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during June 2006)
Value at beginning of period	$8.13	$13.75	$13.69	$11.74
Value at end of period	$10.55	$8.13	$13.75	$13.69
Number of accumulation units outstanding at end of period	4,369	7,273	8,504	24,520
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.16	$10.01
Value at end of period	$10.51	$10.16
Number of accumulation units outstanding at end of period	4,899	753
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.76	$13.20	$13.34	$11.90	$11.36
Value at end of period	$10.02	$7.76	$13.20	$13.34	$11.90
Number of accumulation units outstanding at end of period	995	1,001	850	823	833
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during January 2004)
Value at beginning of period	$8.72	$14.00	$14.62	$12.86	$12.68	$11.37
Value at end of period	$10.99	$8.72	$14.00	$14.62	$12.86	$12.68
Number of accumulation units outstanding at end of period	11,204	11,797	17,911	15,325	19,468	95,582
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.05	$12.08	$11.92	$10.82	$10.77
Value at end of period	$10.86	$9.05	$12.08	$11.92	$10.82
Number of accumulation units outstanding at end of period	590	632	759	2,328	3,392
ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.51	$13.58	$12.62	$10.61	$10.43
Value at end of period	$12.02	$9.51	$13.58	$12.62	$10.61
Number of accumulation units outstanding at end of period	442	436	441	458	484
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.42	$12.67	$12.59	$11.07	$10.89
Value at end of period	$10.23	$8.42	$12.67	$12.59	$11.07
Number of accumulation units outstanding at end of period	7,472	8,211	9,541	7,083	1,078
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$7.09	$10.76	$11.39	$10.42
Value at end of period	$9.05	$7.09	$10.76	$11.39
Number of accumulation units outstanding at end of period	2,009	2,020	2,028	1,743
PROFUND VP EUROPE 30
(Fund first available during January 2004)
Value at beginning of period	$10.21	$18.59	$16.54	$14.36	$13.55	$12.61
Value at end of period	$13.24	$10.21	$18.59	$16.54	$14.36	$13.55
Number of accumulation units outstanding at end of period	2,525	2,933	2,165	2,338	2,628	25,549

SD Signature

CFI 43


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during March 2004)
Value at beginning of period	$4.51	$7.41	$7.97	$7.38	$8.17	$8.47
Value at end of period	$5.84	$4.51	$7.41	$7.97	$7.38	$8.17
Number of accumulation units outstanding at end of period	13,206	13,367	13,520	13,463	13,818	28,211


	Separate Account Annual Charges of 2.10%

	2009	2008	2007	2006	2005	2004	2003

AIM V.I. LEISURE FUND
(Fund first available during October 2003)
Value at beginning of period	$7.75	$13.89	$14.31	$11.72	$12.12	$10.91	$10.00
Value at end of period	$10.07	$7.75	$13.89	$14.31	$11.72	$12.12	$10.91
Number of accumulation units outstanding at end of period	13,119	14,292	13,999	14,661	14,263	277,954	125,871
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.95	$10.12
Value at end of period	$9.41	$7.95
Number of accumulation units outstanding at end of period	178,997	89,906
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$8.87	$12.60	$13.22	$11.31	$10.62
Value at end of period	$10.85	$8.87	$12.60	$13.22	$11.31
Number of accumulation units outstanding at end of period	6,729	7,296	8,272	11,572	8,675
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.94	$17.71	$15.42	$14.14	$12.38	$10.98	$10.00
Value at end of period	$13.18	$9.94	$17.71	$15.42	$14.14	$12.38	$10.98
Number of accumulation units outstanding at end of period	246,339	286,978	307,977	260,647	185,650	88,106	13,183
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.23	$14.70	$14.82	$12.62	$12.21	$11.21	$10.00
Value at end of period	$10.46	$8.23	$14.70	$14.82	$12.62	$12.21	$11.21
Number of accumulation units outstanding at end of period	103,093	124,509	160,932	137,211	125,085	1,289,231	448,420
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.16	$10.07
Value at end of period	$8.64	$7.16
Number of accumulation units outstanding at end of period	42,216	23,294
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.96	$10.14
Value at end of period	$9.84	$8.96
Number of accumulation units outstanding at end of period	100,579	56,101

SD Signature

CFI 44


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.44	$13.95	$13.64	$12.15	$11.79	$10.96	$10.00
Value at end of period	$10.79	$8.44	$13.95	$13.64	$12.15	$11.79	$10.96
Number of accumulation units outstanding at end of period	479,717	510,151	582,892	503,774	391,062	5,253,841	709,118
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.54	$15.66	$14.31	$13.33	$11.77	$10.75	$10.00
Value at end of period	$11.60	$8.54	$15.66	$14.31	$13.33	$11.77	$10.75
Number of accumulation units outstanding at end of period	602,943	612,577	693,220	590,848	412,064	6,721,770	882,976
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$12.16	$21.59	$18.47	$15.94	$13.46	$11.59	$10.00
Value at end of period	$16.96	$12.16	$21.59	$18.47	$15.94	$13.46	$11.59
Number of accumulation units outstanding at end of period	255,481	270,775	281,590	221,949	165,195	2,085,943	296,661
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.67
Value at end of period	$13.02
Number of accumulation units outstanding at end of period	11,467
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during March 2004)
Value at beginning of period	$12.13	$21.98	$19.27	$15.24	$13.49	$12.25
Value at end of period	$14.28	$12.13	$21.98	$19.27	$15.24	$13.49
Number of accumulation units outstanding at end of period	88,333	110,340	150,444	133,277	70,588	1,232,792
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.38	$12.84	$12.36	$10.95	$10.60
Value at end of period	$9.77	$7.38	$12.84	$12.36	$10.95
Number of accumulation units outstanding at end of period	97,848	92,114	67,537	54,849	37,433
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.87
Value at end of period	$10.53
Number of accumulation units outstanding at end of period	29,397
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$7.57	$12.69	$12.14	$11.58	$10.60
Value at end of period	$9.65	$7.57	$12.69	$12.14	$11.58
Number of accumulation units outstanding at end of period	19,565	18,623	27,344	32,548	24,246
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.20	$12.95	$12.68	$11.13	$10.29
Value at end of period	$9.06	$8.20	$12.95	$12.68	$11.13
Number of accumulation units outstanding at end of period	21,532	21,637	67,336	91,067	18,723
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.47	$9.99
Value at end of period	$9.67	$6.47
Number of accumulation units outstanding at end of period	27,664	10,258

SD Signature

CFI 45


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.08	$12.31	$13.56	$10.46
Value at end of period	$9.24	$7.08	$12.31	$13.56
Number of accumulation units outstanding at end of period	36,834	47,537	52,425	29,827
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.34	$17.18	$21.33	$15.83	$13.84	$10.48
Value at end of period	$13.75	$10.34	$17.18	$21.33	$15.83	$13.84
Number of accumulation units outstanding at end of period	62,196	66,771	111,112	127,173	79,858	518,437
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$6.51	$10.09	$10.01	$9.41
Value at end of period	$7.95	$6.51	$10.09	$10.01
Number of accumulation units outstanding at end of period	59,452	77,130	68,995	35,084
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$6.70	$11.26	$11.04	$10.17
Value at end of period	$8.63	$6.70	$11.26	$11.04
Number of accumulation units outstanding at end of period	135,598	120,061	105,739	54,339
ING EVERGREEN HEALTH SCIENCES PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.82	$12.63	$11.89	$10.66	$9.86	$9.88
Value at end of period	$10.37	$8.82	$12.63	$11.89	$10.66	$9.86
Number of accumulation units outstanding at end of period	51,122	42,562	37,755	35,300	27,871	334,842
ING EVERGREEN OMEGA PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.52	$12.01	$10.98	$10.63	$10.44	$10.37
Value at end of period	$11.88	$8.52	$12.01	$10.98	$10.63	$10.44
Number of accumulation units outstanding at end of period	11,137	6,511	2,432	491	492	23,328
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.75	$14.69	$13.10	$11.96	$10.61
Value at end of period	$11.92	$8.75	$14.69	$13.10	$11.96
Number of accumulation units outstanding at end of period	89,872	99,606	96,124	55,055	26,266
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.57	$10.93	$10.87	$10.01
Value at end of period	$9.78	$7.57	$10.93	$10.87
Number of accumulation units outstanding at end of period	162,098	161,738	183,952	44,591
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.21	$11.83	$12.53
Value at end of period	$8.93	$7.21	$11.83
Number of accumulation units outstanding at end of period	59,078	65,971	67,823
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$6.02	$9.56	$10.13
Value at end of period	$7.68	$6.02	$9.56
Number of accumulation units outstanding at end of period	72,504	76,982	94,701

SD Signature

CFI 46


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.93	$20.65	$15.83	$13.32	$9.55
Value at end of period	$16.06	$11.93	$20.65	$15.83	$13.32
Number of accumulation units outstanding at end of period	87,775	99,647	83,273	54,351	20,096
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$6.05	$8.39
Value at end of period	$7.71	$6.05
Number of accumulation units outstanding at end of period	78,125	10,866
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.21
Value at end of period	$12.90
Number of accumulation units outstanding at end of period	3,460
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$8.58	$14.00	$13.65	$12.20	$11.85	$10.98	$10.00
Value at end of period	$10.34	$8.58	$14.00	$13.65	$12.20	$11.85	$10.98
Number of accumulation units outstanding at end of period	67,372	70,852	75,926	78,473	89,139	689,799	247,476
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.14	$15.00	$14.56	$13.62	$12.55	$11.02	$10.00
Value at end of period	$11.77	$9.14	$15.00	$14.56	$13.62	$12.55	$11.02
Number of accumulation units outstanding at end of period	74,621	83,037	89,685	101,582	109,668	340,018	6,185
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.13	$14.05	$15.35	$13.82	$13.14	$11.03	$10.00
Value at end of period	$11.13	$9.13	$14.05	$15.35	$13.82	$13.14	$11.03
Number of accumulation units outstanding at end of period	82,250	95,118	107,718	126,250	120,691	333,675	4,712
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.45	$10.57	$10.21	$10.05	$10.12
Value at end of period	$10.30	$9.45	$10.57	$10.21	$10.05
Number of accumulation units outstanding at end of period	234,450	235,008	170,480	99,915	28,438
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$6.97
Value at end of period	$7.53
Number of accumulation units outstanding at end of period	10,039
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.21	$18.44	$15.58	$12.93	$11.54
Value at end of period	$12.30	$9.21	$18.44	$15.58	$12.93
Number of accumulation units outstanding at end of period	86,745	115,838	107,098	70,404	15,580
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.75	$24.62	$18.16	$13.66	$10.88
Value at end of period	$19.73	$11.75	$24.62	$18.16	$13.66
Number of accumulation units outstanding at end of period	49,077	80,777	101,163	70,922	18,106

SD Signature

CFI 47


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.30	$15.70	$15.67	$13.74	$12.93	$10.95	$10.00
Value at end of period	$12.67	$10.30	$15.70	$15.67	$13.74	$12.93	$10.95
Number of accumulation units outstanding at end of period	74,803	64,296	71,264	78,916	104,884	70,199	494
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.38	$15.14	$15.73	$13.77	$13.63	$11.01	$10.00
Value at end of period	$12.94	$10.38	$15.14	$15.73	$13.77	$13.63	$11.01
Number of accumulation units outstanding at end of period	62,103	57,076	120,218	116,052	82,994	643,342	260,352
ING LEGG MASON PARTNERS AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$7.73	$13.02	$13.55	$12.58	$11.56	$11.14
Value at end of period	$9.99	$7.73	$13.02	$13.55	$12.58	$11.56
Number of accumulation units outstanding at end of period	13,477	14,400	15,263	21,303	33,624	974,672
ING LIQUID ASSETS PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$10.45	$10.42	$10.14	$9.89	$9.83	$9.95	$10.00
Value at end of period	$10.26	$10.45	$10.42	$10.14	$9.89	$9.83	$9.95
Number of accumulation units outstanding at end of period	378,665	726,420	346,094	343,155	129,480	971,131	735,857
ING LORD ABBETT AFFILIATED PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.98	$14.46	$14.19	$12.32	$11.93	$11.32
Value at end of period	$10.44	$8.98	$14.46	$14.19	$12.32	$11.93
Number of accumulation units outstanding at end of period	7,859	7,718	13,265	12,508	8,783	619,270
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.98	$13.66	$12.22	$11.90	$11.16	$9.72
Value at end of period	$10.08	$7.98	$13.66	$12.22	$11.90	$11.16
Number of accumulation units outstanding at end of period	67,630	73,428	50,468	40,420	32,303	1,389,051
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.76	$17.72	$15.01	$12.36	$11.32
Value at end of period	$11.80	$8.76	$17.72	$15.01	$12.36
Number of accumulation units outstanding at end of period	19,487	42,895	26,436	13,614	4,471
ING MFS TOTAL RETURN PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$9.91	$13.04	$12.80	$11.68	$11.59	$10.66	$10.00
Value at end of period	$11.44	$9.91	$13.04	$12.80	$11.68	$11.59	$10.66
Number of accumulation units outstanding at end of period	229,624	246,634	272,042	387,063	351,195	1,640,545	1,114,951
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.05	$18.12	$14.53	$11.34	$10.05
Value at end of period	$14.37	$11.05	$18.12	$14.53	$11.34
Number of accumulation units outstanding at end of period	89,756	126,412	93,309	60,816	34,470
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$6.44	$10.05
Value at end of period	$8.90	$6.44
Number of accumulation units outstanding at end of period	2,249	2,296

SD Signature

CFI 48


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.76
Value at end of period	$12.87
Number of accumulation units outstanding at end of period	314
ING OPPENHEIMER GLOBAL PORTFOLIO (INITIAL CLASS)
(Fund first available during May 2005)
Value at beginning of period	$8.41	$14.40	$13.80	$11.95	$10.06
Value at end of period	$11.50	$8.41	$14.40	$13.80	$11.95
Number of accumulation units outstanding at end of period	12,664	14,280	15,303	16,563	19,254
ING OPPENHEIMER GLOBAL PORTFOLIO (SERVICE CLASS)
(Fund first available during February 2004)
Value at beginning of period	$9.89	$16.97	$16.30	$14.15	$12.76	$11.69
Value at end of period	$13.49	$9.89	$16.97	$16.30	$14.15	$12.76
Number of accumulation units outstanding at end of period	35,202	52,619	55,063	30,341	20,531	1,983
ING OPPORTUNISTIC LARGECAP PORTFOLIO
(Fund first available during March 2004)
Value at beginning of period	$8.90	$14.16	$14.07	$12.41	$11.88	$11.48
Value at end of period	$10.01	$8.90	$14.16	$14.07	$12.41	$11.88
Number of accumulation units outstanding at end of period	29,144	27,230	33,270	34,265	39,818	8,953
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.96	$11.82	$11.73	$11.00	$10.77	$10.00
Value at end of period	$13.11	$8.96	$11.82	$11.73	$11.00	$10.77
Number of accumulation units outstanding at end of period	123,846	150,254	179,196	167,351	129,455	2,439,916
ING PIMCO TOTAL RETURN BOND PORTFOLIO
(Fund first available during October 2003)
Value at beginning of period	$11.74	$11.51	$10.79	$10.56	$10.53	$10.25	$10.00
Value at end of period	$13.16	$11.74	$11.51	$10.79	$10.56	$10.53	$10.25
Number of accumulation units outstanding at end of period	802,449	704,740	258,943	217,461	149,508	1,738,298	1,262,012
ING PIONEER FUND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.21	$12.85	$12.49	$10.93	$10.53
Value at end of period	$9.98	$8.21	$12.85	$12.49	$10.93
Number of accumulation units outstanding at end of period	22,736	22,547	29,366	40,001	11,270
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.07	$12.32	$11.93	$10.84	$10.14
Value at end of period	$9.89	$8.07	$12.32	$11.93	$10.84
Number of accumulation units outstanding at end of period	102,019	127,675	119,537	98,085	44,756
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.25
Value at end of period	$8.30
Number of accumulation units outstanding at end of period	116,720
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.21
Value at end of period	$9.36
Number of accumulation units outstanding at end of period	2,154,915

SD Signature

CFI 49


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.49
Value at end of period	$9.62
Number of accumulation units outstanding at end of period	1,860,586
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.75
Value at end of period	$9.85
Number of accumulation units outstanding at end of period	1,519,506
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.82
Value at end of period	$12.62
Number of accumulation units outstanding at end of period	20,374
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.68	$10.25
Value at end of period	$8.07	$6.68
Number of accumulation units outstanding at end of period	71,920	476
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$10.62
Value at end of period	$12.45
Number of accumulation units outstanding at end of period	46,282
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$11.54
Value at end of period	$12.93
Number of accumulation units outstanding at end of period	25,009
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$6.62
Value at end of period	$8.34
Number of accumulation units outstanding at end of period	5,436
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$6.93	$10.21
Value at end of period	$8.58	$6.93
Number of accumulation units outstanding at end of period	14,109	19,857
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.03	$14.10	$13.12	$11.92	$11.53
Value at end of period	$11.56	$9.03	$14.10	$13.12	$11.92
Number of accumulation units outstanding at end of period	4,314	8,682	9,014	9,667	902
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.11	$10.09
Value at end of period	$8.86	$7.11
Number of accumulation units outstanding at end of period	23,757	10,601

SD Signature

CFI 50


	Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.91	$12.56	$12.29	$10.95	$10.50
Value at end of period	$11.63	$8.91	$12.56	$12.29	$10.95
Number of accumulation units outstanding at end of period	440,988	459,334	764,082	543,646	99,866
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$8.39	$13.33	$13.21	$11.33	$11.13	$10.01
Value at end of period	$10.27	$8.39	$13.33	$13.21	$11.33	$11.13
Number of accumulation units outstanding at end of period	129,247	119,346	140,758	134,819	88,815	1,619,276
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during July 2007)
Value at beginning of period	$5.71	$10.13	$10.42
Value at end of period	$7.98	$5.71	$10.13
Number of accumulation units outstanding at end of period	28,047	39,585	1,669
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$7.30	$12.56	$11.13	$9.32
Value at end of period	$9.42	$7.30	$12.56	$11.13
Number of accumulation units outstanding at end of period	64,227	74,927	29,168	14,626
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$8.09	$13.69	$13.66	$11.44	$10.97
Value at end of period	$10.48	$8.09	$13.69	$13.66	$11.44
Number of accumulation units outstanding at end of period	18,289	19,249	26,837	13,088	649
ING THORNBURG VALUE PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$8.33	$14.12	$13.45	$11.76	$11.82	$11.08
Value at end of period	$11.81	$8.33	$14.12	$13.45	$11.76	$11.82
Number of accumulation units outstanding at end of period	2,879	2,880	3,225	3,225	3,314	3,316
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$10.15	$9.86
Value at end of period	$10.49	$10.15
Number of accumulation units outstanding at end of period	31,878	10,749
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$7.71	$13.13	$13.28	$11.87	$11.12	$9.78
Value at end of period	$9.93	$7.71	$13.13	$13.28	$11.87	$11.12
Number of accumulation units outstanding at end of period	7,819	8,231	8,869	12,313	9,642	3,812
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$8.65	$13.91	$14.54	$12.82	$12.65	$11.77
Value at end of period	$10.89	$8.65	$13.91	$14.54	$12.82	$12.65
Number of accumulation units outstanding at end of period	92,293	96,753	109,951	103,538	112,835	569,053
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.00	$12.03	$11.89	$10.81	$10.58
Value at end of period	$10.78	$9.00	$12.03	$11.89	$10.81
Number of accumulation units outstanding at end of period	52,944	36,345	25,488	21,579	11,911

SD Signature

CFI 51


Condensed Financial Information (continued)



	2009	2008	2007	2006	2005	2004	2003

ING VAN KAMPEN GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.46	$13.52	$12.59	$10.60	$10.03
Value at end of period	$11.93	$9.46	$13.52	$12.59	$10.60
Number of accumulation units outstanding at end of period	53,871	42,958	50,451	37,007	21,349
ING VAN KAMPEN GLOBAL TACTICAL ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$11.44
Value at end of period	$12.07
Number of accumulation units outstanding at end of period	3,278
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$8.37	$12.61	$12.56	$11.06	$10.09
Value at end of period	$10.16	$8.37	$12.61	$12.56	$11.06
Number of accumulation units outstanding at end of period	28,727	36,937	52,623	47,966	19,321
ING WELLS FARGO SMALL CAP DISCIPLINED PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$7.06	$10.72	$11.37	$10.69
Value at end of period	$8.99	$7.06	$10.72	$11.37
Number of accumulation units outstanding at end of period	2,424	687	1,184	2,985
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$6.07
Value at end of period	$7.61
Number of accumulation units outstanding at end of period	2,730
PROFUND VP EUROPE 30
(Fund first available during July 2004)
Value at beginning of period	$10.12	$18.46	$16.46	$14.31	$13.52	$11.97
Value at end of period	$13.11	$10.12	$18.46	$16.46	$14.31	$13.52
Number of accumulation units outstanding at end of period	1,418	1,785	2,074	2,291	2,712	160,013
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during June 2004)
Value at beginning of period	$4.47	$7.36	$7.93	$7.35	$8.15	$9.50
Value at end of period	$5.78	$4.47	$7.36	$7.93	$7.35	$8.15
Number of accumulation units outstanding at end of period	4,353	4,656	5,442	8,731	12,070	307,589

SD Signature

CFI 52

PART C - OTHER INFORMATION


ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements:
(a)(1)	Included in Part A:
	Condensed Financial Information
(2)	Included in Part B:
Financial Statements of ING USA Annuity and Life Insurance Company:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Operations for the years ended December 31, 2009, 2008, and 2007
	-	Balance Sheets as of December 31, 2009 and 2008
	-	Statements of Changes in Shareholder’s Equity for the years ended December 31,
		2009, 2008, and 2007
	-	Statements of Cash Flows for the years ended December 31, 2009, 2008, and 2007
	-	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, 2009
	-	Statements of Operations for the year ended December 31, 2009
	-	Statements of Changes in Net Assets for the years ended December 31, 2009 and 2008
	-	Notes to Financial Statements
	Condensed Financial Information (Accumulation Unit Values)


Exhibits:
(b)

(1)		Resolution of the board of directors of Depositor authorizing the establishment of the
		Registrant, 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).

(2)		Not Applicable

(3)	(a)	Distribution Agreement between the Depositor and Directed Services, Inc.,
		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).

	(b)	Form of Dealers Agreement, 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)	Organizational Agreement, 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).


(d)	Addendum to Organizational Agreement, 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).

(e)	Expense Reimbursement Agreement, 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).

(f)	Form of Assignment Agreement for Organizational Agreement, 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).

(g)	Amendment to the Distribution Agreement between ING USA and Directed Services
	Inc., incorporated herein by reference to Post-Effective Amendment No. 26 to a
	Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	April 13, 2004 (File Nos. 333-28755, 811-05626).


(4)	(a)	Deferred Combination Variable and Fixed Annuity Group Master Contract, (GA-MA-
		1112), incorporated herein by reference to Pre-Effective Amendment No. 1 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on July 3,
		2003 (File Nos. 333-101481, 811-05626).

	(b)	Flexible Premium Deferred Combination Variable and Fixed Annuity Contract, (GA-
		IA-1112), incorporated herein by reference to Pre-Effective Amendment No. 1 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on July 3,
		2003 (File Nos. 333-101481, 811-05626).

	(c)	Flexible Premium Deferred Combination Variable and Fixed Annuity Certificate,
		(GA-CA-1112), incorporated herein by reference to Pre-Effective Amendment No. 1
		to a Registration Statement on form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		July 3, 2003 (File Nos. 333-101481, 811-05626).

	(d)	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).

	(e)	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).


(f)	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).

(g)	Endorsement for Premium Bonus Credit (GA-RA-1096), incorporated herein by
	reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4
	for Golden American Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on October 26, 2001 (File Nos. 333-63692,
	811-05626).

(h)	Minimum Guaranteed Accumulation Benefit Rider (GA-RA-1045) (01/02),
	incorporated herein by reference to Post-Effective Amendment No. 3 to a Registration
	Statement on Form N-4 for Golden American Life Insurance Company Separate
	Account B filed with the Securities and Exchange Commission on July 3, 2003 (File
	Nos. 333-63692, 811-05626).

(i)	Minimum Guaranteed Withdrawal Benefit Rider with Reset and Set Up Option (GA-
	RA-1046), incorporated herein by reference to Post-Effective Amendment No. 7 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
	18, 2004 (File Nos. 333-63692, 811-05626).

(j)	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).

(k)	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).

(l)	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).

(m)	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).

(n)	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).

(o)	Company Address and Name Change Endorsement, incorporated herein by reference
	to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for ING
	USA Annuity and Life Insurance Company Separate Account B filed with the
	Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679,
	811-05626).


(5)		ING SmartDesign Signature Variable Annuity Customer Data Form, (GA-CDF-1116)
		(10/01/02) 125643, incorporated herein by reference to Pre-Effective Amendment No.
		1 to a Registration Statement on form N-4 for Golden American Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		July 3, 2003 (File Nos. 333-101481, 811-05626).

(6)	(a)	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company, dated (11/21/03), incorporated herein by reference
		to Post-Effective Amendment No. 1 to a Registration Statement on Form S-1 for ING
		USA Annuity and Life Insurance Company filed with the Securities and Exchange
		Commission on April 9, 2007 (File Nos. 333-133076).

	(b)	Amendment to Articles of Incorporation Providing for the Change in Purpose and
		Powers of ING USA Annuity and Life Insurance Company, dated (03/04/04),
		incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration
		Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with
		the Securities and Exchange Commission on April 9, 2007 (File Nos. 333-133076).

	(c)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No.
		1 to a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance
		Company filed with the Securities and Exchange Commission on April 9, 2007 (File
		Nos. 333-133076).

	(d)	Resolution of the board of directors for Powers of Attorney, dated (04/23/99),
		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).

	(e)	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. 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).


(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 by and between AIM Variable Insurance Funds, Inc., 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).

(d)	Amendment to Participation Agreement by and between AIM Variable Insurance
	Funds, 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).

(e)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
	October 16, 2007 between AIM Investment Services, Inc., ING Life Insurance and
	Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
	Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
	New York, Security Life of Denver Insurance Company and Systematized Benefits
	Administrators Inc., incorporated by reference to Post-Effective Amendment No. 50
	to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
	2007.

(f)	Participation Agreement and between Golden American Life Insurance Company and
	Janus Aspen Series, incorporated herein by reference to Post-Effective amendment
	No. 1 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 29, 2002 (File Nos. 333-63692, 811-05626).

(g)	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).

(h)	Rule 22c-2 Agreement dated no later than April 16, 2007 is effective October 16,
	2007 between ING Funds Services, LLC, ING Life Insurance and Annuity Company,
	ING National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life
	Insurance Company, ReliaStar Life Insurance Company of New York, Security Life
	of Denver Insurance Company and Systematized Benefits Administrators Inc.,
	incorporated by reference to Post-Effective Amendment No. 50 to Registration
	Statement on Form N-4 (File No. 033-75962), as filed on June 15, 2007.

(i)	Participation Agreement by and between ING Variable Insurance Trust, Golden
	American Life Insurance Company and ING Mutual Funds Management Co. LLC and
	ING Funds Distributor, 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).


(j)	Participation Agreement by and between Pilgrim 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).

(k)	Amendment to Participation Agreement by and between ING Variable Products Trust,
	Golden American Life Insurance Company, ING Investments, LLC and ING Funds
	Distributor, 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).

(l)	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).

(m)	Participation Agreement by and between Portfolio Partners, 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).

(n)	Amendment to Participation Agreement by and between Portfolio Partners, 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).

(o)	Second Amendment to Participation Agreement by and between ING Partners, Inc.,
	Golden American Life Insurance Company, ING Life Insurance and Annuity
	Company and ING Financial Advisers, LLC, 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)	Participation Agreement by and between Fidelity Distributors Corporation, Golden
	American Life Insurance Company and Variable Insurance Products Funds,
	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).


(q)	Amendment to Participation Agreement by and between Fidelity Distributors
	Corporation and 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).

(r)	Rule 22c-2 Agreement dated no later than April 16, 2007 and is effective as of
	October 16, 2007 between Fidelity Distributors Corporation, ING Life Insurance and
	Annuity Company, ING National Trust, ING USA Annuity and Life Insurance
	Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
	New York, Security Life of Denver Insurance Company and Systematized Benefits
	Administrators Inc., incorporated by reference to Post-Effective Amendment No. 50
	to Registration Statement on Form N-4 (File No. 033-75962), as filed on June 15,
	2007.

(s)	Amended and Restated Participation Agreement as of December 30, 2005 by and
	among Franklin Templeton Variable Insurance Products Trust/Templeton Distributors,
	Inc., ING Life Insurance and Annuity Company, ING USA Annuity and Life
	Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York and Directed Services, Inc., incorporated herein by reference to
	Post Effective Amendment No. 17 of a Registration Statement on Form N-4 for
	ReliaStar Life Insurance Company Separate Account NY-B filed with the Securities
	and Exchange Commission on February 1, 2007 (File Nos. 333-85618, 811-07935).

(t)	Participation Agreement by and between Pioneer Variable Contracts Trust, Golden
	American Life Insurance Company, Pioneer Investment Management, Inc. and Pioneer
	Funds Distributor, 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).

(u)	Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October 16, 2007
	between Pioneer Investment Management Shareholder Services, Inc., ING Life
	Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life
	Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York, Security Life of Denver Insurance Company and
	Systematized Benefits Administrators Inc., incorporated by reference to Post-Effective
	Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-75962), as
	filed on June 15, 2007.

(v)	Rule 22c-2 Agreement dated no later than April 16, 2007, and is effective as of
	October 16, 2007, between BlackRock Distributors, Inc., on behalf of and as
	distributor for the BlackRock Funds and the Merrill Lynch family of funds and ING
	Life Insurance and Annuity Company, ING National Trust, ING USA Annuity and
	Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York, Security Life of Denver Insurance Company and
	Systematized Benefits Administrators Inc., incorporated by reference to Post-Effective
	Amendment No. 43 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 7, 2008 (File Nos. 333-28755, 811-05626).


	(w)	Participation Agreement dated April 25, 2008, by and among BlackRock Variable
		Series Funds, Inc., BlackRock Distributors, Inc., ING USA Annuity and Life Insurance
		Company and ReliaStar Life Insurance Company of New York, incorporated herein by
		reference to Post-Effective Amendment No. 26 to the Form N-6 Registration Statement
		of ReliaStar Life Insurance Company and its Select*Life Separate Account, filed on
		April 7, 2009; file No. 33-57244.

	(x)	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to the
		Participation Agreement dated April 25, 2008, by and between BlackRock Variable
		Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and Life
		Insurance Company and ReliaStar Life Insurance Company of New York, incorporated
		herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration
		Statement of ReliaStar Life Insurance Company and its Select*Life Separate Account,
		filed on August 18, 2009; file No. 33-57244.

	(y)	Administrative Services Agreement dated April 25, 2008, by and among BlackRock
		Advisors, LLC and ING USA Annuity and Life Insurance Company and ReliaStar Life
		Insurance Company of New York, incorporated herein by reference to Post-Effective
		Amendment No. 26 to the Form N-6 Registration Statement of ReliaStar Life
		Insurance Company and its Select*Life Separate Account, filed on April 7, 2009; file
		No. 33-57244.

	(z)	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to
		Administrative Services Agreement April 25, 2008, by and among BlackRock Variable
		Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and Life
		Insurance Company and ReliaStar Life Insurance Company of New York, incorporated
		herein by reference to Post-Effective Amendment No. 27 to the Form N-6 Registration
		Statement of ReliaStar Life Insurance Company and its Select*Life Separate Account,
		filed on August 18, 2009; file No. 33-57244.

	(bb)	Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007
		among Columbia Management Services, Inc., ING Life Insurance and Annuity
		Company, ING National Trust, ING USA Annuity and Life Insurance Company,
		ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York,
		Security Life of Denver Life Insurance Company and Systematized Benefits
		Administrators Inc., incorporated by reference to Post-Effective Amendment No. 3 to
		Registration Statement on Form N-4 (File No. 333-134760), as filed on July 27, 2007.

(9)		Opinion and Consent of Counsel, attached.

(10)		Consent of Independent Registered Public Accounting Firm, attached.

(11)		Not applicable.

(12)		Not applicable.

(13)		Powers of Attorney, attached.

ITEM 25: DIRECTORS AND OFFICERS OF THE DEPOSITOR


Name	Principal Business Address	Position(s) with Depositor
Michael S. Smith*	1475 Dunwoody Drive	President and Director
	West Chester, PA 19380
Thomas J. McInerney*	One Orange Way	Director and Chairman
	Windsor, CT 06095-4774
Donald W. Britton*	5780 Powers Ferry Road	Director
	Atlanta, GA 30327-4390
Robert G. Leary*	230 Park Avenue	Director
	New York, NY 10169
Catherine H. Smith*	One Orange Way	Director and Senior Vice President
	Windsor, CT 06095-4774
Ewout L. Steenbergen*	230 Park Avenue	Chief Financial Officer, Director
	New York, NY 10169	and Executive Vice President
Steven T. Pierson*	5780 Powers Ferry Road	Senior Vice President and Chief
	Atlanta, GA 30327-4390	Accounting Officer
Boyd G. Combs	5780 Powers Ferry Road	Senior Vice President, Tax
	Atlanta, GA 30327-4390
Mark B. Kaye	1475 Dunwoody Drive	Senior Vice President
	West Chester, PA 19380
Timothy T. Matson	One Orange Way	Senior Vice President
	Windsor, CT 06095-4774
Daniel P. Mulheran, Sr.	20 Washington Avenue South	Senior Vice President
	Minneapolis, MN 55401
Stephen J. Preston	1475 Dunwoody Drive	Senior Vice President
	West Chester, PA 19380
David S. Pendergrass	5780 Powers Ferry Road	Senior Vice President and Treasurer
	Atlanta, GA 30327-4390
Patrick D. Lusk	1475 Dunwoody Drive	Vice President and Appointed
	West Chester, PA 19380	Actuary
Linda E. Senker	1475 Dunwoody Drive	Vice President and Chief
	West Chester, PA 19380	Compliance Officer
Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney,
Exhibit 13, attached.

ITEM 26: PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE
DEPOSITOR OR REGISTRANT

Incorporated herein by reference to Item 28 in Post-Effective Amendment No. 28 to Registration
Statement on Form N-6 for Select*Life Variable Account of ReliaStar Life Insurance Company (File No.
033-57244), as filed with the Securities and Exchange Commission on April 6, 2010.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of March 31, 2010 there are 2,830 qualified contract owners and 3,915 non-qualified contract owners.

ITEM 28: INDEMNIFICATION

ING USA shall indemnify (including therein the prepayment of expenses) any person who is or was a
director, officer or employee, or who is or was serving at the request of ING USA as a director, officer or
employee of another corporation, partnership, joint venture, trust or other enterprise for expenses
(including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him with respect to any threatened, pending or completed action, suit or proceedings against
him by reason of the fact that he is or was such a director, officer or employee to the extent and in the
manner permitted by law.

ING USA may also, to the extent permitted by law, indemnify any other person who is or was serving
ING USA in any capacity. The Board of Directors shall have the power and authority to determine who
may be indemnified under this paragraph and to what extent (not to exceed the extent provided in the
above paragraph) any such person may be indemnified.

A corporation may procure indemnification insurance on behalf of an individual who is or was a director
of the corporation. Consistent with the laws of the State of Iowa, ING America Insurance Holdings, Inc.
maintains Professional Liability and fidelity bond insurance policies issued by an international insurer.
The policies cover ING America Insurance Holdings, Inc. and any company in which ING America
Insurance Holdings, Inc. has a controlling financial interest of 50% or more. These policies include the
principal underwriter, as well as, the depositor and any/all assets under the care, custody and control of
ING America Insurance Holdings, Inc. and/or its subsidiaries. The policies provide for the following
types of coverage: errors and omissions/professional liability, employment practices liability, and
fidelity/crime.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise,
the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is
against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In
the event that a claim of such indemnification (except insofar as it provides for the payment by the
Depositor of expenses incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or
controlling person and the SEC is still of the same opinion, the Depositor or Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by the Depositor is against public
policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such
issue.

ITEM 29: PRINCIPAL UNDERWRITER

(a) At present, Directed Services LLC, the Registrant's Distributor, serves as principal underwriter for all
contracts issued by: ING USA Annuity and Life Insurance Company through its Separate Accounts A, B
and EQ, and Alger Separate Account A; and ReliaStar Life Insurance Company of New York through its
Separate Account NY-B.

(b) The following information is furnished with respect to the principal officers and directors of Directed
Services LLC, the Registrant's Distributor.


Name	Principal Business Address	Positions and Offices with Underwriter
Ann H. Hughes	1475 Dunwoody Drive, Floor 2B	President and Director
	West Chester, PA 19380-1478

Shaun P. Mathews	10 State House Square	Director and Executive Vice President
	Hartford, CT 06103

William L. Lowe	One Orange Way	Director
	Windsor, CT 06095

Richard E. Gelfand	1475 Dunwoody Drive	Chief Financial Officer
	West Chester, PA 19380-1478

Kimberly A. Anderson	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258

Michael J. Roland	7337 E Doubletree Ranch Road,	Senior Vice President
	Scottsdale, AZ 85258
Stanley D. Vyner	230 Park Avenue, 13th Floor	Senior Vice President
	New York, NY 10169

William D. Wilcox	One Orange Way	Chief Compliance Officer
	Windsor, CT 06095

Joseph M. O’Donnell	7337 E Doubletree Ranch Road	Investment Advisor Chief Compliance Officer
	Scottsdale, AZ 85258	and Senior Vice President

Julius A. Drelick, III	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258

William A. Evans	10 State House Square	Vice President
	Hartford, CT 06103

Heather H. Hackett	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Todd R. Modic	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258

David S. Pendergrass	5780 Powers Ferry Road	Vice President and Treasurer
	Atlanta, GA 30327-4390

Spencer T. Shell	5780 Powers Ferry Road	Vice President and Assistant Treasurer
	Atlanta, GA 30327-4390

Joy M. Benner	20 Washington Avenue South	Secretary
	Minneapolis, MN 55401

Randall K. Price	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Susan M. Vega	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

G. Stephen Wastek	7337 E Doubletree Ranch Road	Assistant Secretary
	Scottsdale, AZ 85258

Bruce Kuennen	1475 Dunwoody Drive	Attorney-in-Fact
	West Chester, PA 19380-1478


(c)
		2009 Net
		Underwriting
	Name of Principal	Discounts and	Compensation	Brokerage
	Underwriter	Commission	on Redemption	Commissions	Compensation
	Directed Services LLC	$267,979,532	$0	$0	$0

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and
the rules under it relating to the securities described in and issued under this Registration Statement are
maintained by the Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody
Drive, West Chester, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as
frequently as it is necessary to ensure that the audited financial statements in the registration statement are
never more than 16 months old so long as payments under the variable annuity contracts may be
accepted;

(b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract
offered by the prospectus, a space that an applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written communication affixed to or included in the prospectus
that the applicant can remove to send for a Statement of Additional Information; and

(c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon written or oral request.

REPRESENTATIONS

1. The account meets the definition of a “separate account” under federal securities laws.

2. ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted
under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, ING
USA Annuity and Life Insurance Company, Separate Account B, certifies that it meets all the
requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on
its behalf by the undersigned, duly authorized, in the City of West Chester, Commonwealth of
Pennsylvania, on the 21st day of April, 2010.


	SEPARATE ACCOUNT B
	(Registrant)
By:	ING USA ANNUITY AND LIFE INSURANCE COMPANY
	(Depositor)

By:
	Michael S. Smith*
	President and Director (principal executive officer)

By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact

As required by the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement
has been signed by the following persons in the capacities indicated on April 21, 2010.


Signatures		Titles

		President and Director
Michael S. Smith*		(principal executive officer)

		Director and Chairman
Thomas J. McInerney*

		Senior Vice President and Chief Accounting Officer
Steven T. Pierson*

		Director, Executive Vice President and Chief Financial Officer
Ewout L. Steenbergen*

		Director
Robert G. Leary*

		Director
Donald W. Britton*

		Director and Senior Vice President
Catherine H. Smith*

By:	/s/ John S. Kreighbaum
	John S. (Scott) Kreighbaum as
	Attorney-in-Fact

*Executed by John S. (Scott) Kreighbaum on behalf of those indicated pursuant to Powers of Attorney.


	EXHIBIT INDEX
ITEM	EXHIBIT	PAGE #
24(b)(9)	Opinion and Consent of Counsel	EX-99.B9
24(b)(10)	Consent of Independent Registered Public Accounting Firm	EX-99.B10
24(b)(13)	Powers of Attorney	EX-99.B13