final.htm - Generated by SEC Publisher for SEC Filing

As filed with the Securities and Exchange	Registration No. 033-59261
Commission on April 11, 2011	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. 41	[X]
and/or

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

Nicholas Morinigo, Esq.
ING Americas (U.S. Legal Services)
1475 Dunwoody Drive, West Chester, Pennsylvania 19380-1478
(610) 425-3447

(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 29, 2011 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

ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

ING GOLDENSELECT DVA Plus^®

April 29, 2011

This prospectus describes ING GoldenSelect DVA Plus, a group and individual deferred variable annuity
contract (the “Contract”) offered by ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,”
“we,” “us” or “our”). The Contract was available in connection with certain retirement plans that qualify for special
federal income tax treatment (“qualified Contracts”) as well as those that did 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 invest your premium payments in one or more mutual fund
investment portfolios. You may also allocate premium payments to our Fixed Account with guaranteed interest
periods. Your contract value will vary daily to reflect the investment performance of the investment portfolio(s) you
select and any interest credited to your allocations in the Fixed Account. For Contracts sold in some states, not all
Fixed Interest Allocations or subaccounts are available. The investment portfolios available under your Contract are
listed on the next page.

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

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

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 29, 2011, has been filed with the
Securities and Exchange Commission (“SEC”). It is available without charge upon request. To obtain a copy of this
document, write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-
0066, or access the SEC’s website (http://www.sec.gov). The table of contents of the SAI is on the last page of this
prospectus and the SAI is made part of this prospectus by reference.

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.

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

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

The investment portfolios are listed on the next page.

DVA PLUS


The investment portfolios currently available under your Contract are:

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

DVA PLUS

INDEX OF SPECIAL TERMS

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

each term:


Special Term	Page
Accumulation Unit	5
Annual Ratchet Enhanced Death Benefit	41
Annuitant	15
Annuity Start Date	15
Cash Surrender Value	20
Claim Date	38
Contract Date	15
Contract Owner	15
Contract Value	19
Contract Year	15
Covered Fund	9
Earnings Multiplier Benefit	42
Excluded Funds	9
Free Withdrawal Amount	10
Max 7 Enhanced Death Benefit	42
Net Investment Factor	6
Net Rate of Return	6
Restricted Funds	9
Rider Date	21
7% Solution Enhanced Death Benefit	40
Special Funds	9
Standard Death Benefit	39

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


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

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FEES AND EXPENSES

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.


Contract Owner Transaction Expenses¹
Surrender Charge:
Complete Years Elapsed	0	1	2	3	4	5	6	7+
Since Premium Payment
Surrender Charge	7%	7%	6%	5%	4%	3%	1%	0%
Transfer Charge²	$25 per transfer, if you
make more than 12 transfers in a contract year
Overnight Charge³	$20

1 If you invested in a Fixed Interest Allocation, a Market Value Adjustment may apply to certain transactions. This

may increase or decrease your contract value and/or your transfer or surrender amount.

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.

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$40
(We waive this charge if the total of your premium payments is $100,000 or more or if your contract value at
the end of a contract year is $100,000 or more.)

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

Separate Account Annual Charges¹


	Standard	Enhanced Death Benefits
	Death	Annual
	Benefit	Ratchet	7% Solution	Max 7
Mortality & Expense Risk Charge	1.15%	1.40%	1.50%	1.60%
Asset-Based Administrative Charge	0.15%	0.15%	0.15%	0.15%
Total	1.30%	1.55%	1.65%	1.75%

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

daily.

DVA PLUS


Earnings Multiplier Benefit Rider Charge¹

As an Annual Charge	As a Quarterly Charge
0.30% of contract value	0.08% of contract value

1 We deduct the rider charge 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 rider charge will be
deducted from the Fixed Interest Allocation(s) nearest maturity, and the amount deducted may be subject to a
Market Value Adjustment.


Optional Rider Charges¹
Minimum Guaranteed Accumulation Benefit rider:

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

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.

2 The MGAB Charge Base is the total of premiums added during the two-year period commencing on the rider date
if you purchase the rider on the contract date, or, your contract value on the rider date plus premiums 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. The MGAB Charge Base is tracked separately for Covered, Special
and Excluded Funds, based on initial allocation of premium (or contract value), subsequent allocation of eligible
premium, withdrawals and transfers. Withdrawals and transfers may reduce the applicable MGAB Charge Base
by more than the amount withdrawn or transferred.


Minimum Guaranteed Income Benefit rider:

MGIB Rate	As an Annual Charge	As a Quarterly Charge
7%	0.75% of the MGIB Charge Base	0.19% of the MGIB Charge Base³

3 The MGIB Charge Base generally depends on the amount of premiums you pay during the first five contract years
after you purchase the rider, when you pay the premiums, less a pro-rata deduction for any withdrawal made while
the MGIB rider is in effect and accumulated at the MGIB Rate. The MGIB Charge Base is tracked separately for
Covered, Special and Excluded Funds, based on initial allocation of premium (or contract value), subsequent
allocation of eligible premium, withdrawals and transfers. Withdrawals and transfers between Covered, Special
and Excluded Funds may reduce the applicable MGIB Charge Base by more than the amount withdrawn or
transferred.


Minimum Guaranteed Withdrawal Benefit rider:

As an Annual Charge	As a Quarterly Charge
0.65% of the MGWB Eligible Payment Amount	0.17% of the MGWB Eligible Payment
	Amount⁴

4 The MGWB Eligible Payment Amount is (i) the total of premiums paid during the two-year period commencing

on the rider date if you purchase the rider on the contract date; or (ii) your contract value on the rider date plus

subsequent premiums paid during the two-year period commencing on the rider date.

DVA PLUS

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


Total Annual Trust or Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from Trust or Fund assets, including
management fees, distribution and/or service (12b-1) fees^{1, 2}, and	0.52%	1.59%
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.

2 No Trust or Fund currently charges a redemption fee. For more information about redemption fees, please

see “Charges and Fees – Charges Deducted from the Contract Value – Redemption Fees.”

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

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 the Max 7 Enhanced Death Benefit and election of
the earnings multiplier benefit rider with a charge of 0.30% of the contract value annually. 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 0.04% of assets. The Example also assumes you elected an optional
benefit rider with the highest cost, an assumed charge of 1.14% annually, where the rider base is equal to the initial
premium and increases by 7% annually, and the rider charge is assessed each quarter on a base equal to the
hypothetical $10,000 premium increasing at 7% per year. The assumed annual rider charge of 1.14% results from
the assumption of a 7% annual increase in the rider base but only a 5% earnings increase in the contract value before
expenses. Thus, 1.14% represents an annual charge over the 10-year period which is equivalent to a charge of
0.19% of rider base per quarter over the same period. Note that surrender charges may apply if you choose to
annuitize your Contract within the first 3 contract years, and under certain circumstances, within the first 7 contract
years.

DVA PLUS


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

1) If you surrender your contract at the end of the applicable time period:
1 year	3 years	5 years	10 years
$1,146	$1,960	$2,705	$4,820
2) If you annuitize at the end of the applicable time period:
1 year	3 years	5 years	10 years
$446	$1,360	$2,305	$4,820
3) If you do not surrender your contract:
1 year	3 years	5 years	10 years
$446	$1,360	$2,305	$4,820

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

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,

DVA PLUS

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

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

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

Financial Statements
The statements of assets and liabilities, the statements of operations, the statements of changes in net assets and the
related notes to financial statements for Separate Account B and the financial statements and the related notes to
financial statements for ING USA Annuity and Life Insurance Company are included in the Statement of Additional
Information.

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.

DVA PLUS

Note: Other variable annuity contracts invest in Separate Account B, but are not
discussed in this prospectus.

Separate Account B may also invest in other investment portfolios which are not available under your Contract.
Under certain circumstances, we may make certain changes to the subaccounts. For more information, see “The
Annuity Contract — Addition, Deletion or Substitution of Subaccounts and Other Changes.”

ING USA ANNUITY AND LIFE INSURANCE COMPANY

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.

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 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 periodically receive 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 Company or the financial services

industry. Some of these investigations and inquiries could result in regulatory action against the Company. The

potential outcome of such action is difficult to predict but could subject the Company or its affiliates to adverse

consequences, including, but not limited to, settlement payments, penalties, fines, and other financial liability. It is

not currently anticipated that the outcome of any such action will have a material adverse effect on ING or ING’s

U.S.-based operations, including the Company. It is the practice of the Company and its affiliates to cooperate fully

in these matters.

DVA PLUS

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
annuity 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.

THE TRUSTS AND FUNDS

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

B — The Investment Portfolios. A prospectus containing more complete information on each Trust or Fund

may be obtained by calling our Customer Service Center at 800-366-0066. You should read the prospectus

carefully before investing.

Certain funds are designated as “Master-Feeder” 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 comfort level. You should periodically review these factors to determine if you need to

change your investment strategy.

If, due to differences in tax treatment or other considerations, the interests of contract owners of various contracts

participating in the Trusts or Funds conflict, we, the Boards of Trustees or Directors of the Trusts or Funds, and any

DVA PLUS

other insurance companies participating in the Trusts or Funds will monitor events to identify and resolve any
material conflicts that may arise.

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

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

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

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

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 optional benefit riders (but not the earnings
multiplier benefit rider), we assign the investment options to one of three categories of funds. The categories are:


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. No investment options are
currently designated as Excluded Funds.

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

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CHARGES AND FEES

We deduct the Contract charges described below to compensate us for our costs and expenses, services provided and

risks assumed under the Contracts. We incur certain costs and expenses for distributing and administering the

Contracts, including compensation and expenses paid in connection with sales of the Contracts, for paying the

benefits payable under the Contracts and for bearing various risks associated with the Contracts. Some of the

charges are for optional riders, so they are only deducted if you elect to purchase the rider. The amount of a

Contract charge will not always correspond to the actual costs associated with the charge. For example, the

surrender charge collected may not fully cover all of the distribution expenses incurred by us with the service or

benefits provided. If 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.

Charge Deduction Subaccount

You may elect to have all charges, except daily charges, against your contract value deducted directly from a single

subaccount designated by the Company. Currently we use the Liquid Assets subaccount for this purpose. If you do

not elect this option, or if the amount of the charges is greater than the amount in the designated subaccount, we will

deduct the charges as discussed below. You may cancel this option at any time by sending notice to our Customer

Service Center in a form satisfactory to us.

Charges Deducted from the Contract Value

We deduct the following charges from your contract value:

Surrender Charge. We will deduct a contingent deferred sales charge (a “surrender charge”) if you surrender

your Contract or if you take a withdrawal in excess of the Free Withdrawal Amount during the 7-year period from

the date we receive and accept a premium payment. We base the surrender charge on a percentage of each premium

payment withdrawn. The surrender charge is based on the amount requested for withdrawal. The surrender charge

is deducted from the contract value remaining after you have received the amount requested for withdrawal. This

charge is intended to cover sales expenses that we have incurred. We may reduce or waive the surrender charge in

certain situations. We will never charge more than the maximum surrender charges. The percentage of premium

payments deducted at the time of surrender or excess withdrawal depends on the number of complete years that have

elapsed since that premium payment was made. We determine the surrender charge as a percentage of each

premium payment as follows:


Complete Years Elapsed	0	1	2	3	4	5	6	7+
Since Premium Payment
Surrender Charge	7%	7%	6%	5%	4%	3%	1%	0%

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

Free Withdrawal Amount. The Free Withdrawal Amount in any contract year is 15% of your contract value
on the date of withdrawal less any withdrawals during that contract year.

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 when
the amount you withdraw in any contract year exceeds the Free Withdrawal Amount. When you are receiving

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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. See Appendix C for more
information.

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

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

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

Administrative Charge. We deduct an annual administrative charge on each Contract anniversary. If you
surrender your Contract prior to a Contract anniversary, we deduct an administrative charge when we determine the
cash surrender value payable to you. The charge is $40 per Contract. We waive this charge if your contract value is
$100,000 or more at the end of a contract year or the total of your premium payments is $100,000 or more, or under
other 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. The charge will
not apply to any transfers due to the election of dollar cost averaging or automatic rebalancing.

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 amount of the mortality and expense risk charge depends on the
death benefit you have elected and on the category of contract owner to which you belong. We deduct the charge
each business day based on the assets you have in each subaccount. If there are any profits from the mortality and
expense risk charge, we may use such profits to finance the distribution of contracts.

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		Annual Ratchet			7% Solution		Max 7
	Standard	Enhanced			Enhanced		Enhanced
	Death Benefit	Death Benefit			Death Benefit		Death Benefit
Annual	Annual Charge	Annual	Annual Charge	Annual	Annual Charge	Annual	Annual Charge
Charge	Expressed as	Charge	Expressed as	Charge	Expressed as	Charge	Expressed as
	Daily Rate		Daily Rate		Daily Rate		Daily Rate
1.15%	0.003169%	1.40%	0.003863%	1.50%	0.004141%	1.60%	0.004419%

Asset-Based Administrative Charge. The amount of the asset-based administrative charge, on an annual
basis, is equal to 0.15% of the assets you have in each subaccount. We deduct the charge from your assets in each
subaccount on each business day at the rate of 0.000411% for each day since the previous business day.

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

Optional Rider Charges. In addition to the earnings multiplier benefit rider, subject to state availability, you
may purchase one of three optional benefit riders. So long as the rider is in effect, we will deduct a separate
quarterly charge for each 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 charges from
your Fixed Interest Allocations nearest their maturity date. We deduct each 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 riders and the defined terms used in connection with the riders, see “The Annuity Contract -
Optional 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 MGAB Charge Base	0.16% of the MGAB Charge Base
20 Year	0.65% of MGAB Charge Base	0.16% of the MGAB Charge Base


Minimum Guaranteed Income Benefit (MGIB). The charge for the MGIB rider is as follows:

MGIB Rate	As an Annual Charge	As a Quarterly Charge
7%	0.75% of the MGIB Charge Base	0.19% of the MGIB Charge Base

Minimum Guaranteed Withdrawal Benefit (MGWB). The annual charge for the MGWB rider is 0.65%
(0.17% quarterly) of the original MGWB Eligible Payment Amount. When we calculate the MGWB rider charge,
we do not reduce the Eligible Payment Amount by the amount of any withdrawals taken while the MGWB rider is
in effect. We will deduct charges only during the period before your Contract’s Automatic Periodic Benefit Status.
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 and your original MGWB Eligible Payment Amount immediately prior to
the surrender or annuitization.

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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.

The company may receive substantial revenue from each of the funds or 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 the 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. You should evaluate the expenses associated with the
funds available through this contract before making a decision to invest.

Assets allocated to affiliated funds, meaning funds managed by Directed Services LLC, ING Investments, 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.

Revenue Received from Affiliated Funds.

The revenue received by the company from affiliated funds may be deducted from fund assets and may
include:


·	A share of the management fee ;
·	Service fees ;
·	For certain share classes, compensation paid from 12b-1 fees ; and
·	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.

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 may also receive additional
compensation in the form of intercompany payments from an affiliated fund’s investment advisor or the investment
advisor’s parent in order to allocate revenue and profits across the organization.
The intercompany payments and other revenue received from affiliated
funds provide the company with a financial incentive to offer affiliated funds through the contract rather than
unaffiliated funds.

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.

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The revenues received by the company or its affiliates from unaffiliated funds may be deducted from fund
assets and may include:


·	Service fees;

·	For certain share classes, compensation paid from 12b-1 fees ; 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’s prospectus. These additional payments may be used by us to
	finance distribution of the contract.

If the unaffiliated fund families currently offered through the
contract that made payments to us were individually ranked according to the total amount they paid to the
company or its affiliates in 2010, 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 2010, the affiliated funds would be at the top of the
list.

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
fund and its corresponding underlying fund or funds.

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

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. See

below for more information.

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

Contract Owner
You are the contract owner. You have the rights and options described in the Contract. One or more persons may
own the Contract. If there are multiple owners named, the age of the oldest owner will determine the applicable
death benefit if such death benefit is available for multiple owners.

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

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 the Standard Death Benefit option. The earnings multiplier benefit
rider is not available when there are joint owners.

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

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

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

If the contract owner is an individual, and the annuitant dies before the annuity start date and you have named a
contingent annuitant, the contingent annuitant becomes the annuitant. If the annuitant dies before the annuity start
date and there is no contingent annuitant, the contract owner will become the annuitant. In the event of joint owners,
the youngest will be the contingent annuitant. The contract owner may designate a new annuitant within 60 days of
the death of the annuitant. If the annuitant was the sole contract owner and there is no beneficiary designation, the
annuitant’s estate will be the beneficiary.

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

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

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

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

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

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

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

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

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

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

In the event of a death claim, we will honor the form of payment of the death benefit specified by the beneficiary to
the extent permitted under Section 72(s) of the Tax Code. You may also restrict a beneficiary’s right to elect an

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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. The change will be
effective as of the day we receive the request. The change will not affect any payment made or action taken by us
before recording the change.

Purchase and Availability of the Contract

Please note that this Contract is no longer available.

We will issue a Contract only if both the annuitant and the contract owner are age 85 or younger. The initial
premium payment must be $10,000 or more ($1,500 for qualified Contracts). You may make additional payments
of at least $500 or more ($50 for qualified Contracts) at any time after the free look period and up to the contract
anniversary after your 85^thbirthday. Under certain circumstances, we may waive the minimum premium payment
requirement. We may also change the minimum initial or additional premium requirements for certain group or
sponsored arrangements. An initial or additional premium payment that would cause the contract value of all
annuities that you maintain with us to exceed $1,500,000 requires our prior approval. The Contract may not be
available to all ages through all broker dealers.

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

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

IRAs and other qualified plans already have the tax-deferral feature found in this Contract. For an additional cost,
the Contract provides other features and benefits including death benefits and the ability to receive a lifetime
income. You should not purchase a qualified Contract unless you want these other features and benefits, taking into
account their cost. See “Fees and Expenses” in this prospectus. If you are considering an Enhanced Death
Benefit Option and/or the Earnings Multiplier Benefit rider and your contract will be an IRA, see “Federal
Tax Considerations – Tax Consequences of Living Benefits and Death Benefit” in this prospectus.

We and our affiliates offer other variable products that may offer some of the same investment portfolios. These
products have different benefits and charges, and may or may not better match your needs. If you are interested in
learning more about these other products, contact our Customer Service Center or your registered representative.

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

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

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

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

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

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Anti-Money Laundering
In order to protect against the possible misuse of our products in money laundering or terrorist financing, we have
adopted an anti-money laundering program satisfying the requirements of the USA PATRIOT Act and other current
anti-money laundering laws. Among other things, this program requires us, our agents and customers to comply with
certain procedures and standards that serve to assure that our customers’ identities are properly verified and that
premiums and loan repayments are not derived from improper sources.

Under our anti-money laundering program, we may require policy owners, insured persons and/or beneficiaries to
provide sufficient evidence of identification, and we reserve the right to verify any information provided to us by
accessing information databases maintained internally or by outside firms.

We may also refuse to accept certain forms of premium payments or loan repayments (traveler’s cheques, cashier's
checks, bank drafts, bank checks and treasurer's checks, for example) or restrict the amount of certain forms of
premium payments or loan repayments (money orders totaling more than $5,000.00, for example). 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 the payment and not issuing the Contract.

Applicable laws designed to prevent terrorist financing and money laundering might, in certain
circumstances, require us to block certain transactions until authorization is received from the appropriate
regulator. We may also be required to provide additional information about you and your policy to
government regulators.

Our anti-money laundering program is subject to change without notice to take account of changes in applicable
laws or regulations and our ongoing assessment of our exposure to illegal activity.

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
(i) the contract value in the Fixed Interest Allocations, and (ii) the contract value in each subaccount in which you
are invested.

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

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

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


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, 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
	(including any rider charges) 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 and any Market Value Adjustment. See Appendix C and the Fixed Account I prospectus
for a description of the calculation of cash surrender value under any Fixed Interest Allocation. We do not
guarantee any minimum cash surrender value. On any date during the accumulation phase, we calculate the cash
surrender value as follows: we start with your contract value, adjust for any Market Value Adjustment, and then we
deduct any surrender charge, any charge for premium taxes, the annual contract administrative fee (unless waived),
any optional benefit rider charge, 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 annuity start date. A surrender is effective on the date we receive your written
request and the Contract at our Customer Service Center. After we receive all paperwork required for us to process
your surrender, we will determine and pay the cash surrender value at the price next determined. Once paid, all
benefits under the Contract will terminate. For administrative purposes, we will transfer your money to a specially
designated subaccount (currently the Liquid Assets subaccount) prior to processing the surrender. This transfer will
have no effect on your cash surrender value. You may receive the cash surrender value in a single sum payment or
apply it under one or more annuity options. We will usually pay the cash surrender value within 7 days.

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

Addition, Deletion or Substitution of Subaccounts and Other 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 elected the dollar cost averaging, systematic withdrawals or
automatic rebalancing programs, or if you have other outstanding instructions and we substitute or otherwise
eliminate a portfolio subject to those instructions, we will execute your instructions using the substituted or proposed
replacement portfolio, unless you request otherwise. The substitute or proposed replacement portfolio may have
higher fees and charges than any portfolio it replaces.

We reserve the right to: (i) deregister Separate Account B under the 1940 Act; (ii) operate Separate Account B as a
management company under the 1940 Act if it is operating as a unit investment trust; (iii) operate Separate Account
B as a unit investment trust under the 1940 Act if it is operating as a managed separate account; (iv) restrict or
eliminate any voting rights as to Separate Account B; and (v) combine Separate Account B with other accounts.

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

Fixed Interest Allocation (The Fixed Account or Fixed Interest Division)
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 I prospectus for more information. In the event the
Fixed Account is not available in your state, then the Fixed Interest Allocation is the Fixed Interest Division.
Accordingly, see Appendix D, instead, for more information. To obtain a copy of the Fixed Account I prospectus,
write to our Customer Service Center at P.O. Box 9271, Des Moines, Iowa 50306-9271 or call (800) 366-0066, or
access the SEC’s website (http://www.sec.gov). The Offering Brochure for the Fixed Interest Division is also
available by contacting our Customer Service Center.

Optional Riders
Subject to state availability, you may elect one of the three optional benefit riders discussed below. You may add
only one of these three 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 one. The optional riders do not guarantee any return of principal
or premium payments and do not guarantee performance of any specific investment portfolio under the
contract. You should consult a qualified financial adviser in evaluating the riders.

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

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

Termination. The optional riders are “living benefits,” which means the guaranteed benefits offered by the riders
are 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). Other circumstances which may cause a particular optional rider to terminate
automatically are discussed below with each rider.

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. 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.

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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 offers a ten-year option and a twenty-year option, of which you may purchase only one. The ten-
year option 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, reduced
pro-rata for withdrawals. Transfers made within 3 years prior to the MGAB Date will also reduce the MGAB Base
pro-rata. The 20-year option has a waiting period of 20 years and, other than allocations to Special Funds or
Excluded Funds, guarantees that your contract value at the end of 20 years will at least equal two times your initial
premium payment, reduced pro-rata for withdrawals and reduced for transfers made within 3 years prior to the
MGAB Date. If you add the 20-year option rider after the contract date, any payment of premiums after the rider
date, and/or investments in the Special Funds or Excluded Funds, may prevent the MGAB Base from doubling over
the waiting period.


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, based on the initial
	allocation of premium (or contract value), 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.

	No investment options are currently designated as Special Funds for the 10-year MGAB. The
	following investment options are designated as Special Funds for the twenty-year MGAB: the ING
	Liquid Assets Portfolio; the ING Intermediate Bond Portfolio; and the Fixed Interest Allocation.

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

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

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

	No investment options are currently designated as Excluded Funds.

	The MGAB Base for both the Covered Funds and the Excluded Funds equals the allocated eligible
	premiums, adjusted for subsequent withdrawals and transfers, accumulated until the MGAB Date at
	0% for the 10-year MGAB and 3.53% for the 20-year MGAB.

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	The MGAB Base for Special Funds equals the allocated eligible premiums, adjusted for subsequent
	withdrawals and transfers. There is no accumulation of MGAB Base for Special Funds for either the
	10-year or 20-year MGAB.

	If you purchased the MGAB optional benefit rider after the contract date, your MGAB Base equals
	your allocated contract value, plus premiums added during the two-year period after your rider date,
	accumulated at the appropriate MGAB rate described above, 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, 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 categories.

	Withdrawals reduce the MGAB Base and MGAB Charge Base on a pro-rata basis. 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.

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 Liquid Assets subaccount 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 if you choose the
ten-year option and age 65 or younger on the rider date if you choose the 20-year option. The waiting period must
end at or before your annuity 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.

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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 for the 10-year option or 20th
contract anniversary for the 20-year option. 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 (for the 10-year option) or 20 years (for the 20-year option) after the rider date. The MGAB
rider is not available if the MGAB Date would fall beyond the latest annuity start date.

Cancellation. If you elected the 20-year option, you have a one-time right to cancel the MGAB rider on your
first contract anniversary that is at least 10 years after the rider date. If you purchased the MGAB rider during the
30-day period following the contract date, your one-time right to cancel the rider occurs on the tenth anniversary of
your contract date. To cancel, you need to send written notice to our Customer Service Center at least 30 days
before such anniversary date. If you terminate the MGAB rider before the MGAB Date, we will not credit you with
the MGAB and we will assess the pro-rata portion of the MGAB rider charge for the current quarter.

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

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

The following investment options are designated as Special Funds for purposes of calculating the MGIB: the ING

Liquid Assets Portfolio, the ING Intermediate Bond Portfolio, and the Fixed Interest Allocation.

For contracts issued prior to May 1, 2003, the ING Intermediate Bond Portfolio is not designated as a

Special Fund.

The ProFunds VP Rising Rates Opportunities Portfolio is also a Special Fund, but closed to new allocations

effective April 30, 2007.

For contracts issued prior to September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is not

designated as a Special Fund.

No investment options are currently designated as Excluded Funds.

The MGIB Rate is currently 7%. We may, at our discretion, discontinue offering this rate. The MGIB Rate is an
annual effective rate.

For a discussion of the charges we deduct under the MGIB rider, see “Charges and Fees — Optional Rider
Charges.”

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


1)	your annuity income based on your contract value adjusted for any Market Value Adjustment (see
	Appendix C) on the MGIB Date applied to the guaranteed income factors specified in your Contract for the
	annuity option you selected;

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2)	your annuity income based on your contract value adjusted for any Market Value Adjustment (see
	Appendix C) on the MGIB Date applied to the then-current income factors in effect for the annuity option
	you selected; or

3)	the MGIB annuity income based on your MGIB Base on the MGIB Date applied to the MGIB income
	factors specified in your rider for the MGIB annuity option you selected. Prior to applying the MGIB
	income factors, we will adjust the MGIB Base for any surrender charge, premium tax recovery and Market
	Value Adjustment (see Appendix C) that would otherwise apply at annuitization.

The guaranteed factors contained in the MGIB rider generally provide lower payout per $1,000 of value applied than
the guaranteed factors found in your Contract.

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

The MGIB Benefit Base is tracked separately for Covered, Special and Excluded Funds, based on initial allocation
of eligible premium (or contract value), and subsequently allocated eligible premiums, withdrawals and transfers.
Contract value is used as the initial value if the rider is added after the contract date.

Prior to your latest annuity start date, you may choose to exercise your right to receive payments under the MGIB
rider. Payments under the rider begin on the MGIB Date. We require a 10-year waiting period before you can
annuitize the MGIB rider benefit. The MGIB must be exercised in the 30-day period prior to the end of the waiting
period or any subsequent contract anniversary. At your request, the Company may in its discretion extend the latest
contract annuity start date without extending the MGIB Date.

Determining the MGIB Charge Base: The MGIB Charge Base is the greater of the MGIB Rollup Base and
the MGIB Ratchet Base.


1)	The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b) and (c)
	where:
	(a)	is the MGIB Rollup Base for Covered Funds;
	(b)	is the MGIB Rollup Base for Special Funds;
	(c)	is the MGIB Rollup Base for Excluded Funds; and
2)	The MGIB Ratchet Base is equal to the sum of (a) and (b) where:
	(a)	is the MGIB Ratchet Base for Covered and Special Funds; and
	(b)	is the MGIB Ratchet Base for Excluded Funds.

Determining the MGIB Annuity Income. On the MGIB Date, we calculate your MGIB annuity income as
follows:


1)	We first determine your MGIB Benefit Base: The MGIB Benefit Base is equal to the greater of the
	MGIB Rollup Benefit Base and the MGIB Ratchet Benefit Base.

	a)	Calculation of MGIB Rollup Benefit Base

		The MGIB Rollup Base is equal to the lesser of the Maximum MGIB Base and the sum of (a), (b)
		and (c) where:

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(a)	is the MGIB Rollup Base for Covered Funds;

(b)	is the MGIB Rollup Base for Special Funds;

(c)	is the contract value allocated to Excluded Funds;

The Maximum MGIB Base applicable to the MGIB Rollup Base is 300% of eligible premiums
adjusted pro-rata for withdrawals. This means that the Maximum MGIB Base is reduced for
withdrawals by the same proportion that the withdrawal reduces the contract value. The Maximum
MGIB Base is not allocated by Fund category.

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

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

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

Eligible premiums are those added more than 5 years before the earliest MGIB Benefit Date.
Premiums paid after that are excluded from the MGIB Rollup Base.

The MGIB Rollup Rate is currently 7%. We may, at our discretion, discontinue offering this rate. The
MGIB Rollup Rate is an annual effective rate.

Withdrawals reduce the MGIB Rollup Base on a pro-rata basis. The percentage reduction in the
MGIB Rollup 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. For example, the
value of the MGIB Rollup Base in Covered Funds after a withdrawal from one or more Covered Funds
equals the value of the MGIB Rollup Base in Covered Funds before the withdrawal times the contract
value in Covered Funds after the withdrawal divided by the contract value in Covered Funds before the
withdrawal.

Net transfers from Covered Funds will reduce the MGIB Rollup Base allocated to Covered Funds on a
pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Special or Excluded
Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to Covered Funds.

Net transfers from Special Funds will reduce the MGIB Rollup Base allocated to Special Funds on a
pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Excluded
Funds, as applicable, will equal the reduction in the MGIB Rollup Base allocated to Special Funds.

Net transfers from Excluded Funds will reduce the MGIB Rollup Base allocated to Excluded Funds on
a pro-rata basis. The resulting increase in the MGIB Rollup Base allocated to Covered or Special
Funds, as applicable, will equal the lesser of the net contract value transferred and the change in the
MGIB Rollup Base allocated to Excluded Funds.

DVA PLUS


	b)	Calculation of MGIB Ratchet Benefit Base

		The MGIB Ratchet Benefit Base is equal to the sum of (a) and (b) where:

		(a)	is the MGIB Ratchet Base for Covered Funds and Special Funds; and

		(b)	is the contract value for Excluded Funds.

		The MGIB Ratchet Base for Covered Funds, Special Funds and Excluded Funds equals:

		·	on the rider date, eligible premiums, or the contract value, if applicable, allocated to Covered
			Funds, Special Funds and Excluded Funds;

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

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

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

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

		The MGIB Ratchet Base allocated to Excluded Funds is used only for transfer adjustments and
		rider charges. It is not included in the MGIB Ratchet Benefit Base used to determine benefits.

		Effect of Transfers on MGIB Ratchet Base:

		Net transfers from Covered or Special Funds to Excluded Funds will reduce the MGIB Ratchet Base
		allocated to Covered and Special Funds on a pro-rata basis. The resulting increase in the MGIB
		Ratchet Base allocated to Excluded Funds will equal the reduction in the MGIB Ratchet Base allocated
		to Covered and Special Funds.

		Net transfers from Excluded Funds to Covered or Special Funds will reduce the MGIB Ratchet Base
		allocated to Excluded Funds on a pro-rata basis. The resulting increase in the MGIB Ratchet Base
		allocated to Covered and Special Funds will equal the lesser of the net contract value transferred and
		the change in the MGIB Ratchet Base allocated to Excluded Funds.

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

2)	Then we determine the MGIB annuity income by multiplying your MGIB Benefit Base (adjusted for
	any Market Value Adjustment, surrender charge and premium taxes) by the income factor, and then
	divide by $1,000.

MGIB Income Options
The following are the MGIB Income Options available under the MGIB Rider:

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a)	Income for Life (Single Life or Joint with 100% Survivor) and 10-20 year certain;
b)	Income for a 20-30 year period certain;
c)	Any other income plan offered by the Company in conjunction with the MGIB rider on the MGIB Benefit
	Date.

You may elect to have payments under MGIB Income Options (a) and (b) increase annually at 1%, 2% or 3%.

Once during the life of the Contract, you have the option to elect to apply up to 50% of the MGIB Benefit Base to
one of the MGIB Income Options available under the Rider. This option may only be exercised on a contract
anniversary at or after the end of the waiting period. The portion of the MGIB Benefit Base so applied will be used
to determine the MGIB income, as is otherwise described in the prospectus. The Contract Value will be reduced on
a pro-rata basis. Any subsequent exercise of your right to receive payments under the MGIB rider must be for 100%
of the remaining value. The exercise of this partial annuitization of the MGIB Benefit Base does not affect your
right to annuitize under the Contract without regard to the rider. The amount applied to the partial annuitization will
be treated as a withdrawal for purposes of adjusting contract and rider values.

Purchase. The MGIB rider is no longer available for purchase, including purchase
by owners of existing Contracts. Previously, you must have been age 75 or younger
on the rider date and the ten-year waiting period must end at or prior to the latest annuity
start date to purchase the MGIB rider. The MGIB rider must have been purchased (i) on the contract date, or (ii)
within 30 days after the contract date. Previously,
the Company in its discretion could allow the purchase
after the contract.
There is a ten-year waiting period before you can annuitize under the
MGIB rider. If you purchased this rider prior to August 21, 2006, the features and
benefits of your rider may differ from those described below, please refer to your contract for more details.

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

No Change of Annuitant. Once you purchase the MGIB rider, the annuitant may not be changed except for
the following exception. If an annuitant who is not a contract owner dies prior to annuitization, a new annuitant may
be named in accordance with the provisions of your Contract. The MGIB Base is unaffected and continues to
accumulate.

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

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

The benefits associated with the MGIB rider are available only if you annuitize your Contract under the
rider and in accordance with the provisions set forth above. Annuitizing using the MGIB may result in a
more favorable stream of income payments, and different tax consequences, under your Contract. Because
the MGIB rider is based on conservative actuarial factors, the level of lifetime income that it guarantees may

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be less than the level that might be provided by the application of your Contract value to the Contract’s
applicable annuity factors. You should consider all of your options at the time you begin the income phase of
your Contract.

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 equal to all premium payments paid during the first two contract years
(Eligible Payment Amount) adjusted for any prior withdrawals. To maintain this guarantee, withdrawals in any
contract year may not exceed 7% of your adjusted Eligible Payment Amount. 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. 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. Your original Eligible Payment Amount depends on when you purchase the MGWB rider and
equals:


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

2)	otherwise, your contract value on the rider date, including any premiums received that day, and any
	subsequent premium payments received during the two-year period commencing on the rider date.

The MGWB Withdrawal Account. The MGWB Withdrawal Account is only a calculation which represents
the remaining amount available for periodic payments under the MGWB rider. 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.

The MGWB Withdrawal Account is equal to the Eligible Payment Amount, tracked separately for Covered and
Excluded Funds, adjusted for any withdrawals and transfers between 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.

Withdrawals of up to 7% per year of the Eligible Payment Amount will reduce the value of your MGWB
Withdrawal Account by the dollar amount of the withdrawal for Covered Funds and pro-rata for Excluded Funds,
based on the source of the withdrawal. Any withdrawals greater than the 7% per year of the Eligible Payment
Amount will cause a reduction in the MGWB Withdrawal Account of the Covered and Excluded Funds, by the
proportion that the withdrawal bears to the contract value in Covered and Excluded Funds, respectively, at the time
of the withdrawal. 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 7% per year of the
Eligible Payment Amount will also cause a reduction in the Eligible Payment Amount by the proportion that the
withdrawal bears to the contract value at the time of the withdrawal. Once your contract value is zero, any periodic
payments paid under the MGWB rider also reduce the MGWB Withdrawal Account. 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

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Funds will equal the lesser of the reduction in the MGWB Withdrawal Account for Excluded Funds or the net
contract value transferred.

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 7% per year of the Eligible Payment Amount will reduce the Eligible Payment Amount for
future withdrawals and payments under the MGWB rider by the proportion that the withdrawal bears to the contract
value at the time of the withdrawal. The MGWB rider will remain in force and you may continue to make
withdrawals each year so long as:


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 annuity 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 annuity 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. These payments are equal to the lesser of the remaining
MGWB Withdrawal Account or 7% annually of your Eligible Payment Amount, until the earliest of (i) your
contract’s latest annuity start date, (ii) the death of the owner; or (iii) your MGWB Withdrawal Account is
exhausted. 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 annuity start date, in lieu of making the remaining MGWB periodic payments, we will pay
you the Commuted Value of your MGWB periodic payments remaining. We may, at our option, extend your
annuity start date in order to continue the MGWB periodic payments. The Commuted Value is the present value of
any then-remaining MGWB periodic payments at the current interest rate plus 0.50%. The current interest rate will
be determined by the average of the Ask Yields for U.S. Treasury STRIPS as quoted by a national quoting service
for period(s) applicable to the remaining payments. Once we pay you the last MGWB periodic payment or the
Commuted Value, your Contract and the MGWB rider terminate.

Death Benefit 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.

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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.

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

WITHDRAWALS

Except under certain qualified contracts, you may withdraw all or part of your money any time during the

accumulation phase and before the death of the contract owner. If you request a withdrawal for more than 90% of

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

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

Withdrawal Amount, you will incur a surrender charge. The Free Withdrawal Amount in any Contract year is 15%

of your contract value on the date of the withdrawal less any withdrawals during that contract year.

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

withdraw amounts, otherwise we will make the withdrawal on a pro-rata basis from all of the subaccounts in which

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

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

dates until we have honored your request. We will apply a Market Value Adjustment to any withdrawal from your

Fixed Interest Allocation taken more than 30 days before its maturity date. Definitive guidance on the proper

federal tax treatment of the Market Value Adjustment has not been issued. You may want to discuss the potential

tax consequences of a Market Value Adjustment with your tax adviser. We will determine the contract value as of

the close of business on the day we receive your withdrawal request at our Customer Service Center. The contract

value may be more or less than the premium payments made.

If the aggregate percentage cap on allocations to the Restricted Funds has been exceeded, any subsequent

withdrawals must be taken so that the percentage of contract value in the Restricted Funds following the withdrawal

would not be greater than the percentage of contract value in the Restricted Funds prior to the withdrawal. If a

requested withdrawal would cause the percentage cap to be exceeded, the amount of the withdrawal in excess of the

cap would be taken pro-rata from all variable subaccounts.

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 you take from a Fixed Interest Allocation more

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than 30 days before its maturity date. See Appendix C and the Fixed Account I prospectus for more information on
the application of Market Value Adjustment.

Systematic Withdrawals
You may choose to receive automatic systematic withdrawal payments (i) from the contract value in the subaccounts
in which you are invested, or (ii) from the interest earned in your Fixed Interest Allocations. You may not elect the
systematic withdrawal option if you are taking IRA withdrawals. Systematic withdrawals may be taken monthly,
quarterly or annually. If you have contract value allocated to one or more Restricted Funds, and you elect to receive
systematic withdrawals from the subaccounts in which you are invested, the systematic withdrawals must be taken
pro-rata from all subaccounts in which contract value is invested. If you do not have contract value allocated to a
Restricted Fund and choose systematic withdrawals on a non pro-rata basis, we will monitor the withdrawals
annually. If you subsequently allocate contract value to one or more Restricted Funds, we will require you to take
your systematic withdrawals on a pro-rata basis from all subaccounts in which contract value is invested.

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 thse rules, if you have not
indicted the date, your systematic withdrawals will occur on the next business day after your Contract Date (or the
monthly or 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 (i) a fixed dollar amount or (ii) an amount based on a percentage of your 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	1.25%
Quarterly	3.75%
Annually	15.00%

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 discussed
below which you may add to your regular fixed dollar systematic withdrawal program.

If your systematic withdrawal is based on a percentage of your 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.

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

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

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withdrawal has been taken but you may not change the amount or percentage of your withdrawals in any contract
year during which you have previously taken a regular withdrawal.

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

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 regardless of any surrender charges or Market Value Adjustments. Systematic
withdrawals from Fixed Interest Allocations under the Fixed Dollar Systematic Withdrawal Feature are available
only in connection with Section 72(q) and 72(t) of the Tax Code. You choose the amount of the fixed systematic
withdrawals, which may total up to a maximum of 15% of your contract value as determined on the day we receive
your election of this feature. We will not recalculate the maximum limit when you make additional premium
payments, unless you instruct us to do so. We will assess a surrender charge on the withdrawal date if the
withdrawal exceeds the maximum limit as calculated on the withdrawal date. We will assess a Market Value
Adjustment on the withdrawal date if the withdrawal from a Fixed Interest Allocation exceeds your interest earnings
on the withdrawal date. We will apply the surrender charge and any Market Value Adjustment directly to your
contract value (rather than to the withdrawal) so that the amount of each systematic withdrawal remains fixed.

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

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

You 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 withdrawals will occur on the next business day after your Contract Date
for your desired frequency.

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

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.

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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)

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

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

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

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

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

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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);
·	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,

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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.

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.

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Dollar Cost Averaging
You may elect to participate in our dollar cost averaging (DCA) program through either the ING Liquid Assets
Portfolio subaccount or a Fixed Interest Allocation, 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 Liquid Assets subaccount. Such
transfer will trigger a Market Value Adjustment if the transfer is made more than 30 days before the maturity date of
the DCA Fixed Interest Allocation.

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

You are permitted to transfer contract value to a Restricted Fund, subject to the limitations described above in this
section and in “Appendix B — The Investment Portfolios.” 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 you request more than the individual limit be allocated to a Restricted Fund, we will
	look at the aggregate limit, subtract the current allocation to Restricted Funds, and subtract the current
	value of amounts to be transferred under the dollar cost averaging program to Restricted Funds. The
	excess, if any, is the maximum that may be allocated pro-rata to the Restricted Funds.

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

We may 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. Such change will not affect any dollar cost averaging programs in operation at the time.

Automatic Rebalancing
If you have at least $10,000 of contract value invested in the subaccounts of Separate Account B, you may elect to
have your investments in the subaccounts automatically rebalanced. Automatic rebalancing is not available if you
participate in dollar cost averaging. Automatic rebalancing will not take place during the free look period.
Transfers made pursuant to automatic rebalancing do not count toward the 12-transfer limit on free transfers.

You are permitted to reallocate between Restricted and non-Restricted Funds, subject to the limitations described
above, in this section and in Appendix B — 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.

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

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

DEATH BENEFIT CHOICES

Death Benefit During the Accumulation Phase

During the accumulation phase, a death benefit (and earnings multiplier benefit, if elected) is payable when either

the contract owner or the first of joint owners or the annuitant (when a contract owner is not an individual) dies

before the annuity start date. Assuming you are the contract owner, your beneficiary will receive a death benefit

unless the beneficiary is your surviving spouse and elects to continue the Contract. We calculate the death benefit

value as of the close of the business day on which we receive written notice and due proof of death, as well as any

required paperwork, at our Customer Service Center (“claim date”). If your beneficiary wants to receive the death

benefit on a date later than this, it may affect the amount of the benefit payable in the future. The proceeds may be

received in a single sum, applied to any of the annuity options, or, if available, paid over the beneficiary’s lifetime.

(See “Systematic Withdrawals” above). A beneficiary’s right to elect an annuity option or receive a lump-sum

payment may have been restricted by the contract owner. If so, such rights or options will not be available to the

beneficiary.

If we do not receive a request to apply the death benefit proceeds to an annuity option, we will make a single sum

distribution. Unless you elect otherwise, the distribution will generally be made into an interest bearing account,

backed by our general account. This account is not FDIC insured and can be accessed by the beneficiary

through a draftbook feature. The beneficiary may access death benefit proceeds at any time without

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penalty. Interest credited under this account may be less than under other settlement options, and the Company
seeks to make a profit on these accounts. We will generally distribute death benefit proceeds within 7 days after our
Customer Service Center has received sufficient information to make the payment. We will generally pay death
benefit proceeds within 7 days after our Customer Service Center has received sufficient information to make the
payment. For information on required distributions under federal income tax laws, you should see “Required
Distributions upon Contract Owner’s Death” . At the time of death benefit election, the beneficiary may elect
to receive the death benefit proceeds directly by check rather than through the draftbook feature of the interest
bearing account by notifying the Customer Service Center.
You may choose one of the following Death Benefits: (i) the Standard Death Benefit, (ii) the 7% Solution Enhanced
Death Benefit, (iii) the Annual Ratchet Enhanced Death Benefit or (iv) the Max 7 Enhanced Death Benefit. The 7%
Solution Enhanced Death Benefit, the Annual Ratchet Enhanced Death Benefit and the Max 7 Enhanced Death
Benefit are available only if the contract owner or the annuitant (if the contract owner is not an individual) is not
more than 79 years old at the time of purchase. The Enhanced Death Benefits are available only at the time you
purchase your Contract. The Enhanced Death Benefits are not available where a Contract is owned by joint owners.
If you do not choose a death benefit, your death benefit will be the Standard Death Benefit.

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

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

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


1)	the contract value; or
2)	the cash surrender value.

The Standard Death Benefit equals the greater of:


1)	the Base Death Benefit; and

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

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

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

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

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

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

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

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

Enhanced Death Benefit Options. Under the Enhanced Death Benefit options, if you die before the annuity start
date, your beneficiary will receive the greater of the Standard Death Benefit or the Enhanced Death Benefit option
elected. We may, with 30 days notice to you, designate any investment portfolio as a Special Fund or Excluded
Fund on existing contracts with respect to new premiums added to such investment portfolio and also with respect to
new transfers to such investment portfolio. Selecting a Special Fund or Excluded Fund may limit or reduce the
Enhanced Death Benefit.

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

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


1)	the Standard Death Benefit; and
2)	the lesser of:
	a)	3 times all premium payments, adjusted for withdrawals (the “cap”); or
	b)	the sum of the 7% Solution Minimum Guaranteed Death Benefit Element (“7% MGDB”) allocated to
		Covered Funds, the 7% MGDB allocated to Special Funds, and the contract value allocated to
		Excluded Funds.

For purposes of calculating the 7% Solution Enhanced Death Benefit, the following investment options are
designated as Special Funds: the ING Liquid Assets Portfolio, the ING Intermediate Bond Portfolio; and the
Fixed Interest Allocation.

For Contracts issued prior to May 1, 2003, the ING Intermediate Bond Portfolio is not designated as a

Special Fund.

For contracts issued prior to September 2, 2003, the ProFunds VP Rising Rates Opportunity Portfolio is not

designated as a Special Fund.

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

The 7% MGDB allocated to Covered Funds equals premiums allocated to Covered Funds, adjusted for withdrawals
and transfers, accumulated at 7% annually until age 80 or the 7% MGDB reaches the cap. There is no accumulation
once the cap is reached. Payment of additional premiums may cause the accumulation to resume, but there is no
catch-up for any period where accumulation was suspended. The Max 7 Enhanced Death Benefit available for some
Contracts issued in 2001 or earlier allows for accumulation to continue beyond age 80, subject to the cap. Please see
your Contract for details regarding the terms of your death benefit.

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

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

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

Transfers among Fund categories do not reduce the overall 7% MGDB, but do affect the amount of the 7% MGDB
in a particular Fund category. Net transfers from among the Funds will reduce the 7% MGDB in the Funds on a
pro-rata basis.

The Annual Ratchet Enhanced Death Benefit equals the greater of:


1)	the Standard Death Benefit; and

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

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

The Annual Ratchet MGDB allocated to Covered Funds on the contract date equals the premium allocated to
Covered Funds. On each contract anniversary that occurs on or prior to attainment of age 90, the Annual Ratchet
MGDB in Covered Funds will be set to the greater of:


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

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

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

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


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

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

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

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

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Net transfers from Covered Funds to Special or Excluded Funds will reduce the 7% MGDB in Covered Funds on a
pro-rata basis. The increase in the 7% MGDB allocated to Special or Excluded Funds, as applicable, will equal the
decrease in the 7% MGDB in Covered Funds.

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

The Max 7 Enhanced Death Benefit equals the greater of the 7% Solution Enhanced Death Benefit or the Annual
Ratchet Enhanced Death Benefit described above. Each Enhanced Death Benefit is determined independently of the
other at all times.

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

If the rider is added at issue, the rider provides a benefit equal to a percentage of the gain under the Contract, up to a
gain equal to 150% of premiums adjusted for withdrawals (“Maximum Base”). Currently, if added at issue, the
earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) the Maximum Base;
and ii) the contract value on the claim date minus premiums adjusted for withdrawals. If added after issue, the
earnings multiplier benefit is equal to 55% (30% for issue ages 70 and above) of the lesser of: i) 150% of the
contract value on the rider effective date, plus subsequent premiums adjusted for subsequent withdrawals; and ii) the
contract value on the claim date minus the contract value on the rider effective date, minus subsequent premiums
adjusted for subsequent withdrawals. The adjustment to the benefit for withdrawals is pro-rata, meaning that the
benefit will be reduced by the proportion that the withdrawal bears to the contract value at the time of the
withdrawal.

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

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

Death Benefit During the Income Phase
If any contract owner or the annuitant dies after the annuity start date, the Company will pay the beneficiary any
certain benefit remaining under the annuity in effect at the time.

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

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

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

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

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

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

Continuation After Death — Not a Spouse
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. Such addition will be allocated to the
variable subaccounts in proportion to the contract value in the subaccounts, unless we are directed otherwise. If
there is no contract value in any subaccount, the addition will be allocated to the Liquid Assets subaccount, or its
successor.

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

If you elected the earnings multiplier benefit rider, and the benefit would otherwise be payable, we will add the
benefit to the contract value and allocate the benefit among the variable subaccounts in proportion to the contract
value in the subaccounts, unless you direct otherwise. If there is no contract value in any subaccount, we will
allocate the benefit to the Liquid Assets subaccount, or its successor. The earnings multiplier benefit rider then
terminates, whether or not a benefit was payable under the terms of the rider.

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

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

Notwithstanding (a) and (b) above, if the sole contract owner’s beneficiary is the deceased owner’s surviving
spouse, then such spouse may elect to continue the Contract under the same terms as before the contract owner’s
death. Upon receipt of such election from the spouse at our Customer Service Center: (i) all rights of the spouse as

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contract owner’s beneficiary under the Contract in effect prior to such election will cease; (ii) the spouse will
become the owner of the Contract and will also be treated as the contingent annuitant, if none has been named and
only if the deceased owner was the annuitant; and (iii) all rights and privileges granted by the Contract or allowed by
us will belong to the spouse as contract owner of the Contract. We deem the spouse to have made this election if
such spouse makes a premium payment to the Contract or fails to make a timely election as described in this
paragraph. If the owner’s beneficiary is not a spouse, the distribution provisions described in subparagraphs (a) and
(b) above, will apply even if the annuitant and/or contingent annuitant are alive at the time of the contract owner’s
death.

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

If we do not receive an election from an owner’s beneficiary who is not a spouse within the 1-year period after the
contract owner’s date of death, then we will pay the death benefit to the owner’s beneficiary in a cash payment
within five years from the date of death. We will determine the death benefit as of the date we receive proof of
death. Such cash payment will be in full settlement of all our liability under the Contract.

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

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

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.

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 “Minimum Guaranteed Withdrawal
Benefit Rider.”

THE ANNUITY OPTIONS

Annuitization of Your Contract

If the annuitant and contract owner are living on the annuity start date, we will begin making payments to the

contract owner under an income plan. We will make these payments under the annuity option you chose. You may

change an annuity option by making a written request to us at least 30 days before the annuity start date. The

amount of the payments will be determined by applying your contract value, adjusted for any applicable Market

Value Adjustment, on the annuity start date in accordance with the annuity option you chose. The MGIB annuity

benefit may be available if you have purchased the MGIB rider, provided the waiting period and other specified

conditions have been met.

You may also elect an annuity option on surrender of the Contract for its cash surrender value or you may choose

one or more annuity options for the payment of death benefit proceeds while it is in effect and before the annuity

start date. If, at the time of the contract owner’s death or the annuitant’s death (if the contract owner is not an

individual), no option has been chosen for paying death benefit proceeds, the beneficiary may choose an annuity

option. In such a case, the payments will be based on the life expectancy of the beneficiary rather than the life of the

annuitant. In all events, payments of death benefit proceeds must comply with the distribution requirements of

applicable federal tax law.

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

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

Our current annuity options provide only for fixed payments. Fixed annuity payments are regular payments, the
amount of which is fixed and guaranteed by us. Some fixed annuity options provide fixed payments either for a
specified period of time or for the life of the annuitant. The amount of life income payments will depend on the
form and duration of payments you chose, the age of the annuitant or beneficiary (and gender, where appropriate
under applicable law), the total contract value applied to periodic income payments, and the applicable payment rate.

Our approval is needed for any option where:


1)	The person named to receive payment is other than the contract owner or beneficiary;
2)	The person named is not a natural person, such as a corporation; or
3)	Any income payment would be less than the minimum annuity income payment allowed.

Selecting the Annuity Start Date
You select the annuity start date, which is the date on which the annuity payments commence. Unless we consent,
the annuity start date must be at least 3 years from the contract date but before the month immediately following the
annuitant’s 90^thbirthday. If, on the annuity start date, a surrender charge remains, the elected annuity option must
include a period certain of at least 3 years.

If you do not select an annuity start date, it will automatically begin in the month following the annuitant’s 90^th
birthday.

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

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

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

The Annuity Options
We offer the 4 annuity options shown below. Payments under Options 1, 2 and 3 are fixed. Payments under Option
4 may be fixed or variable, although only fixed payments are currently available. For a fixed annuity option, the
contract value in the subaccounts is transferred to the Company’s general account.

Option 1. Income for a Fixed Period. Under this option, we make monthly payments in equal installments
for a fixed number of years based on the contract value on the annuity start date. We guarantee that each monthly

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payment will be at least the amount stated in your Contract. If you prefer, you may request that payments be made
in annual, semi-annual or quarterly installments. We will provide you with illustrations if you ask for them. If the
cash surrender value or contract value is applied under this option, a 10% penalty tax may apply to the taxable
portion of each income payment until the contract owner reaches age 59½.

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

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

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

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


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

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

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

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 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 7 permitted days on any business day (i) when the New York Stock Exchange is closed; (ii) when trading on the

New York Stock Exchange is restricted; (iii) when an emergency exists as determined by the SEC so that the sale of

securities held in Separate Account B may not reasonably occur or so that the Company may not reasonably

determine the value of Separate Account B’s net assets; or (iv) during any other period when the SEC so permits for

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

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

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

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

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

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

Selling the Contract
Our affiliate, Directed Services 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.

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The following selling firms are affiliated with the Company and have entered into
selling agreements with Directed Services LLC for the sale of our variable annuity contracts:


·	ING Financial Advisers, LLC
·	ING Financial Partners, Inc.

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 1.00% of all, or a
portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on the firm’s practices. Commissions and annual compensation,
when combined, could exceed 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
	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;

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·	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
	contracts; 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.

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 2010, 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:


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

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

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over those of another company, and may also provide a financial incentive to promote one of our contracts over
another.

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 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 that 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 that, 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.

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
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

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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:

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.

On September 27, 2010, President Obama signed into law the Small Business Jobs Act of 2010, which included
language that permits the partial annuitization of non-qualified annuities, effective for amounts received in taxable
years beginning after December 31, 2010. The provision applies an exclusion ratio to any amount received as an
annuity under a portion of an annuity provided that the annuity payments are made for a period of 10 years or more
or for life. Pending the issuance of clarifying guidance, the application of this law change is unclear. 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, 2010, your entire balance must

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be distributed by August 31, 2015. 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.

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.

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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
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.

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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
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);

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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
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; 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

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

time home purchase.

If a distribution is not qualified, 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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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:

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.

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, 2010, your entire balance must be distributed to the designated beneficiary
by December 31, 2015. However, if distributions begin by December 31 of the calendar year following the
calendar year of your death, and you have named a designated beneficiary, then payments may be made over either
of the following time frames:

Over the life of the designated beneficiary; or

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

Start Dates for Spousal Beneficiaries. If the designated beneficiary is your spouse, distributions
must begin on or before the later of the following:

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

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.

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

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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.

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.

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STATEMENT OF ADDITIONAL INFORMATION

Table of Contents

Item

Introduction

Description of ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Safekeeping of Assets

Experts

Distribution of Contracts

Published Ratings

Accumulation Unit Value

Performance Information

Other Information

Financial Statements of ING USA Annuity and Life Insurance Company

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

Condensed Financial Information (Accumulation Unit Values)

Please tear off, complete and return the form below to order a free Statement of Additional Information for
the Contracts offered under the prospectus. Send the form to our Customer Service Center at P.O.
Box 9271, Des Moines, Iowa 50306-9271.
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

PLEASE SEND ME A FREE COPY OF THE STATEMENT OF ADDITIONAL INFORMATION FOR
SEPARATE ACCOUNT B, ING GOLDENSELECT DVA PLUS 033-59261.

Please Print or Type:

Name

Street Address

City, State, Zip

04/29/2011

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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, 2010, including portfolio names, and derives from the financial statements of the Separate Account, which together constitute the Separate Account’s Condensed Financial Information. Portfolio name changes after December 31, 2010 are not reflected in the following 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, 2010, 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%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during July 2008)
Value at beginning of period	$9.55	$8.00	$9.58
Value at end of period	$10.36	$9.55	$8.00
Number of accumulation units outstanding at end of period	109,103	45,478	19,888
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$17.36	$14.06	$19.82	$20.60	$17.48	$16.78	$13.87	$10.00
Value at end of period	$21.68	$17.36	$14.06	$19.82	$20.60	$17.48	$16.78	$13.87
Number of accumulation units outstanding at end of period	7,580	7,961	9,230	10,528	17,062	12,301	8,283	12,504
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.92	$10.40	$18.38	$15.87	$14.42	$12.52
Value at end of period	$16.07	$13.92	$10.40	$18.38	$15.87	$14.42
Number of accumulation units outstanding at end of period	327,232	356,883	411,910	404,210	289,769	216,279
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during 2004)
Value at beginning of period	$9.90	$7.72	$13.67	$13.67	$11.55	$11.07	$10.08
Value at end of period	$11.24	$9.90	$7.72	$13.67	$13.67	$11.55	$11.07
Number of accumulation units outstanding at end of period	108,181	121,118	138,149	155,665	117,442	100,395	274,974
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.77	$7.20	$9.62
Value at end of period	$9.69	$8.77	$7.20
Number of accumulation units outstanding at end of period	64,241	53,966	30,537
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$9.81	$8.86	$9.83
Value at end of period	$10.28	$9.81	$8.86
Number of accumulation units outstanding at end of period	101,192	109,980	108,650

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Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.39	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00	$10.00
Value at end of period	$12.47	$11.39	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00
Number of accumulation units outstanding at end of period	970,454	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 September 2003)
Value at beginning of period	$12.25	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78	$10.00
Value at end of period	$14.28	$12.25	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78
Number of accumulation units outstanding at end of period	853,553	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 September 2003)
Value at beginning of period	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62	$10.00
Value at end of period	$18.86	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62
Number of accumulation units outstanding at end of period	348,712	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	$12.09	$9.92
Value at end of period	$13.45	$12.09
Number of accumulation units outstanding at end of period	13,876	13,501
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.72	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23	$10.00
Value at end of period	$14.48	$13.72	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23
Number of accumulation units outstanding at end of period	117,981	146,506	183,878	216,173	130,115	96,806	112,158	52,301	4,119
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.18	$7.62	$13.14	$12.54	$11.02	$9.95
Value at end of period	$12.71	$10.18	$7.62	$13.14	$12.54	$11.02
Number of accumulation units outstanding at end of period	96,813	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	$10.60	$9.97
Value at end of period	$11.04	$10.60
Number of accumulation units outstanding at end of period	142,911	37,847
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.32	$8.03	$13.34	$12.65	$11.96	$10.98	$9.99
Value at end of period	$11.56	$10.32	$8.03	$13.34	$12.65	$11.96	$10.98
Number of accumulation units outstanding at end of period	51,290	47,131	46,310	70,250	29,742	33,842	71
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.47	$9.40	$14.72	$14.29	$12.44	$11.96	$10.86	$8.38	$10.00
Value at end of period	$11.48	$10.47	$9.40	$14.72	$14.29	$12.44	$11.96	$10.86	$8.38
Number of accumulation units outstanding at end of period	23,609	26,917	26,841	31,721	30,014	4,278	6,786	5,351	0
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.81	$6.51	$9.99
Value at end of period	$11.45	$9.81	$6.51
Number of accumulation units outstanding at end of period	72,817	67,035	44,807

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.54	$7.24	$12.48	$13.64	$11.46
Value at end of period	$10.93	$9.54	$7.24	$12.48	$13.64
Number of accumulation units outstanding at end of period	84,455	89,612	99,999	107,813	24,276
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$55.00	$40.99	$67.51	$83.11	$61.15	$53.02	$38.97	$28.65	$28.96	$27.12
Value at end of period	$69.52	$55.00	$40.99	$67.51	$83.11	$61.15	$53.02	$38.97	$28.65	$28.96
Number of accumulation units outstanding at end of period	31,594	42,205	49,340	66,635	80,669	79,153	106,213	89,475	99,482	112,185
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.20	$6.66	$10.23	$10.06	$9.44
Value at end of period	$10.15	$8.20	$6.66	$10.23	$10.06
Number of accumulation units outstanding at end of period	59,404	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	$8.94	$6.88	$11.46	$11.15	$10.13
Value at end of period	$9.90	$8.94	$6.88	$11.46	$11.15
Number of accumulation units outstanding at end of period	150,779	157,889	159,880	125,072	30,946
ING DFA WORLD EQUITY PORTFOLIO
(Fund first available during October 2007)
Value at beginning of period	$7.04	$5.85	$10.41	$11.03
Value at end of period	$8.68	$7.04	$5.85	$10.41
Number of accumulation units outstanding at end of period	110,448	93,776	109,782	79,048
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.81	$9.99
Value at end of period	$8.81	$9.81
Number of accumulation units outstanding at end of period	0	1,284
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.97	$10.16	$16.91	$14.96	$13.53	$11.72	$9.56	$7.26	$9.11	$9.88
Value at end of period	$17.70	$13.97	$10.16	$16.91	$14.96	$13.53	$11.72	$9.56	$7.26	$9.11
Number of accumulation units outstanding at end of period	203,999	238,063	243,970	330,637	198,145	213,623	38,198	44,499	52,084	35,635
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.10	$7.74	$11.09	$10.94	$9.98
Value at end of period	$11.26	$10.10	$7.74	$11.09	$10.94
Number of accumulation units outstanding at end of period	240,604	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	$9.14	$7.31	$11.90	$12.53
Value at end of period	$10.06	$9.14	$7.31	$11.90
Number of accumulation units outstanding at end of period	136,290	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	$7.86	$6.11	$9.62	$10.20
Value at end of period	$8.60	$7.86	$6.11	$9.62
Number of accumulation units outstanding at end of period	743,528	787,679	823,534	715,454

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.27	$10.28
Value at end of period	$11.04	$10.27
Number of accumulation units outstanding at end of period	0	498
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$38.50	$28.35	$48.66	$36.98	$30.84	$22.67	$21.58	$14.35	$14.42	$16.62
Value at end of period	$46.24	$38.50	$28.35	$48.66	$36.98	$30.84	$22.67	$21.58	$14.35	$14.42
Number of accumulation units outstanding at end of period	51,265	63,970	65,053	65,346	51,318	48,204	48,611	55,640	64,492	77,970
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.85	$6.11	$9.51
Value at end of period	$8.82	$7.85	$6.11
Number of accumulation units outstanding at end of period	166,429	179,700	58,152
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.98	$10.86
Value at end of period	$13.78	$12.98
Number of accumulation units outstanding at end of period	28,020	9,425
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01	$10.00
Value at end of period	$10.02	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01
Number of accumulation units outstanding at end of period	49,367	76,821	81,989	98,148	93,835	34,130	183,047	108,298
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$12.43	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05	$10.00
Value at end of period	$14.92	$12.43	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05
Number of accumulation units outstanding at end of period	81,101	94,168	115,067	136,812	138,286	105,445	222,237	111,247
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$11.75	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06	$10.00
Value at end of period	$14.21	$11.75	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06
Number of accumulation units outstanding at end of period	60,478	72,831	78,223	103,530	106,404	89,405	184,418	108,271
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.42	$11.30	$12.53	$12.00	$11.71	$11.52	$11.16	$10.65	$10.00
Value at end of period	$13.43	$12.42	$11.30	$12.53	$12.00	$11.71	$11.52	$11.16	$10.65
Number of accumulation units outstanding at end of period	374,616	399,908	410,808	463,707	195,604	92,532	42,408	15,516	13,700
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.64	$7.05
Value at end of period	$8.12	$7.64
Number of accumulation units outstanding at end of period	27,888	35,562
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.78	$8.74	$17.35	$14.53	$11.96	$10.48	$9.06	$6.10	$8.34	$8.89
Value at end of period	$13.25	$11.78	$8.74	$17.35	$14.53	$11.96	$10.48	$9.06	$6.10	$8.34
Number of accumulation units outstanding at end of period	92,301	110,862	139,618	153,250	30,817	14,230	4,137	6,042	6,733	7,213

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during August 2010)
Value at beginning of period	$9.76
Value at end of period	$11.07
Number of accumulation units outstanding at end of period	186
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$21.05	$12.42	$25.82	$18.88	$14.08	$10.57	$9.09	$6.28	$7.12	$7.61
Value at end of period	$25.00	$21.05	$12.42	$25.82	$18.88	$14.08	$10.57	$9.09	$6.28	$7.12
Number of accumulation units outstanding at end of period	135,772	157,198	183,253	204,971	154,812	112,765	137,210	166,780	207,166	256,486
ING JPMORGAN MID CAP VALUE PORTFOLIO
Value at beginning of period	$13.37	$10.78	$16.30	$16.13
Value at end of period	$16.24	$13.37	$10.78	$16.30
Number of accumulation units outstanding at end of period	59,613	54,776	54,946	1,025,862
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.89	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41	$7.85	$10.00
Value at end of period	$16.13	$12.89	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41	$7.85
Number of accumulation units outstanding at end of period	71,558	65,391	76,585	99,454	86,447	71,069	70,555	24,875	6,459
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.47	$8.86	$12.39	$11.24	$10.78	$10.50	$9.46
Value at end of period	$14.07	$12.47	$8.86	$12.39	$11.24	$10.78	$10.50
Number of accumulation units outstanding at end of period	19,306	8,260	2,608	2,616	3,963	4,122	3,737
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.55	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82	$10.00
Value at end of period	$12.93	$10.55	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82
Number of accumulation units outstanding at end of period	13,462	14,433	17,624	24,131	20,780	22,859	23,170	6,058
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$23.45	$22.16	$22.50	$21.54	$21.00	$20.93	$20.90	$20.58	$19.44	$18.08
Value at end of period	$23.89	$23.45	$22.16	$22.50	$21.54	$21.00	$20.93	$20.90	$20.58	$19.44
Number of accumulation units outstanding at end of period	50,499	62,476	72,204	86,065	116,241	165,436	216,064	292,574	431,756	366,849
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$17.48	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10	$16.18	$16.15	$15.75
Value at end of period	$17.26	$17.48	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10	$16.18	$16.15
Number of accumulation units outstanding at end of period	654,563	823,111	1,075,453	1,041,103	930,466	486,113	690,371	727,878	695,807	785,738
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.43	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51	$8.11	$10.66	$11.28
Value at end of period	$12.06	$10.43	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51	$8.11	$10.66
Number of accumulation units outstanding at end of period	32,778	33,801	37,356	40,789	42,733	20,683	32,515	30,613	37,818	62,734
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$14.59	$11.45	$19.43	$17.24	$16.63	$15.47	$13.92	$10.62	$15.28	$22.17
Value at end of period	$17.26	$14.59	$11.45	$19.43	$17.24	$16.63	$15.47	$13.92	$10.62	$15.28
Number of accumulation units outstanding at end of period	128,844	161,520	182,116	240,344	279,095	337,544	409,584	500,524	566,759	747,103
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.28	$9.04	$18.13	$15.22	$12.43	$10.32
Value at end of period	$13.80	$12.28	$9.04	$18.13	$15.22	$12.43
Number of accumulation units outstanding at end of period	70,471	89,629	116,880	132,084	109,286	51,614

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$25.37	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45	$19.47	$20.78	$20.94
Value at end of period	$27.52	$25.37	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45	$19.47	$20.78
Number of accumulation units outstanding at end of period	189,086	222,309	277,551	325,558	377,087	436,318	618,206	634,937	631,443	715,332
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.95	$11.40	$18.54	$14.74	$11.41	$9.98
Value at end of period	$16.79	$14.95	$11.40	$18.54	$14.74	$11.41
Number of accumulation units outstanding at end of period	116,563	135,373	148,397	135,821	81,146	51,705
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$9.27	$6.66	$10.83	$8.74	$8.22	$7.56	$7.18
Value at end of period	$11.90	$9.27	$6.66	$10.83	$8.74	$8.22	$7.56
Number of accumulation units outstanding at end of period	130,284	164,493	183,121	86	101	1,013	973
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.73	$12.36	$17.52	$16.18	$13.50	$12.28	$11.04	$8.86	$10.00
Value at end of period	$17.70	$15.73	$12.36	$17.52	$16.18	$13.50	$12.28	$11.04	$8.86
Number of accumulation units outstanding at end of period	50,786	43,937	50,398	69,246	44,308	27,066	13,347	7,437	11,623
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.81	$9.72
Value at end of period	$10.43	$9.81
Number of accumulation units outstanding at end of period	13,946	301
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2010)
Value at beginning of period	$10.14
Value at end of period	$12.01
Number of accumulation units outstanding at end of period	4,822
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$14.24	$10.35	$17.61	$16.77	$14.44	$12.91
Value at end of period	$16.29	$14.24	$10.35	$17.61	$16.77	$14.44
Number of accumulation units outstanding at end of period	81,946	88,907	95,643	92,165	59,837	15,633
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.76	$9.33	$12.20	$12.01	$11.16	$10.83	$10.00
Value at end of period	$15.53	$13.76	$9.33	$12.20	$12.01	$11.16	$10.83
Number of accumulation units outstanding at end of period	181,198	184,808	235,758	322,944	335,972	413,587	585,689
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.98	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31	$12.87	$11.99	$11.85
Value at end of period	$19.12	$17.98	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31	$12.87	$11.99
Number of accumulation units outstanding at end of period	664,081	654,166	648,191	596,758	348,132	347,304	488,955	336,101	223,689	97,118
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.39	$8.48	$13.15	$12.67	$10.99	$10.39
Value at end of period	$11.89	$10.39	$8.48	$13.15	$12.67	$10.99
Number of accumulation units outstanding at end of period	39,556	37,919	38,598	43,128	41,720	38,485

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.29	$8.33	$12.61	$12.10	$10.91	$9.95
Value at end of period	$11.99	$10.29	$8.33	$12.61	$12.10	$10.91
Number of accumulation units outstanding at end of period	177,139	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	$8.32	$8.25
Value at end of period	$8.86	$8.32
Number of accumulation units outstanding at end of period	313,416	177,020
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.38	$9.22
Value at end of period	$10.33	$9.38
Number of accumulation units outstanding at end of period	2,198,626	2,496,597
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.50
Value at end of period	$10.56	$9.63
Number of accumulation units outstanding at end of period	2,602,054	2,859,154
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.67	$9.86
Number of accumulation units outstanding at end of period	1,436,677	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	$12.70	$10.85
Value at end of period	$14.11	$12.70
Number of accumulation units outstanding at end of period	28,032	31,979
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.19	$6.72	$10.31
Value at end of period	$9.06	$8.19	$6.72
Number of accumulation units outstanding at end of period	231,934	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	$12.53	$10.80
Value at end of period	$13.75	$12.53
Number of accumulation units outstanding at end of period	57,219	56,116
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$13.01	$10.83
Value at end of period	$16.17	$13.01
Number of accumulation units outstanding at end of period	80,860	97,790
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.47	$6.14	$10.49
Value at end of period	$10.44	$8.47	$6.14
Number of accumulation units outstanding at end of period	19,620	13,324	15,576

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.71	$6.98	$10.21
Value at end of period	$10.84	$8.71	$6.98
Number of accumulation units outstanding at end of period	48,577	40,797	49,477
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.41	$5.74	$8.89	$8.20	$7.39	$6.87	$6.33	$4.63	$8.34	$10.00
Value at end of period	$9.67	$7.41	$5.74	$8.89	$8.20	$7.39	$6.87	$6.33	$4.63	$8.34
Number of accumulation units outstanding at end of period	18,978	19,495	20,110	20,649	22,813	15,169	13,540	21,971	4,959	3,816
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.99	$7.16	$9.41
Value at end of period	$11.01	$8.99	$7.16
Number of accumulation units outstanding at end of period	25,619	15,014	12,098
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$47.55	$36.14	$50.48	$48.97	$43.26	$40.66	$35.31	$28.55	$28.77	$26.51
Value at end of period	$53.54	$47.55	$36.14	$50.48	$48.97	$43.26	$40.66	$35.31	$28.55	$28.77
Number of accumulation units outstanding at end of period	193,449	219,556	245,136	270,888	261,429	300,782	325,318	385,166	435,649	453,057
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$28.20	$22.85	$35.98	$35.36	$30.06	$29.29	$25.82	$20.89	$24.37	$24.35
Value at end of period	$32.01	$28.20	$22.85	$35.98	$35.36	$30.06	$29.29	$25.82	$20.89	$24.37
Number of accumulation units outstanding at end of period	135,743	157,777	163,315	188,717	186,657	210,739	201,213	202,281	255,607	293,213
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.16	$5.80	$10.18	$10.00
Value at end of period	$9.40	$8.16	$5.80	$10.18
Number of accumulation units outstanding at end of period	24,295	23,559	12,230	41,124
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.73	$7.47	$12.74	$11.20	$10.12
Value at end of period	$10.43	$9.73	$7.47	$12.74	$11.20
Number of accumulation units outstanding at end of period	98,706	101,897	119,244	52,781	6,280
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$21.26	$16.27	$27.31	$27.01	$22.43	$20.67	$18.87	$14.02	$17.78	$20.44
Value at end of period	$22.62	$21.26	$16.27	$27.31	$27.01	$22.43	$20.67	$18.87	$14.02	$17.78
Number of accumulation units outstanding at end of period	109,196	123,651	147,158	176,510	163,002	185,032	263,691	344,197	392,630	485,438
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.64	$10.21	$9.90
Value at end of period	$11.13	$10.64	$10.21
Number of accumulation units outstanding at end of period	91,062	87,442	72,701
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.43	$8.02	$13.54	$13.59	$12.04	$11.18
Value at end of period	$11.63	$10.43	$8.02	$13.54	$13.59	$12.04
Number of accumulation units outstanding at end of period	27,215	30,917	34,380	43,296	41,020	26,128
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.49	$9.06	$14.44	$14.96	$13.08	$12.80
Value at end of period	$13.07	$11.49	$9.06	$14.44	$14.96	$13.08
Number of accumulation units outstanding at end of period	126,971	129,999	149,237	150,106	138,545	105,339

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.23	$9.29	$12.31	$12.07	$10.87	$10.16
Value at end of period	$12.42	$11.23	$9.29	$12.31	$12.07	$10.87
Number of accumulation units outstanding at end of period	105,571	113,622	120,670	86,004	27,625	16,669
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$27.12	$22.16	$33.11	$32.68	$28.53	$26.25	$23.29	$18.45	$21.92	$25.21
Value at end of period	$30.13	$27.12	$22.16	$33.11	$32.68	$28.53	$26.25	$23.29	$18.45	$21.92
Number of accumulation units outstanding at end of period	111,833	141,131	167,823	241,574	322,272	402,732	509,151	662,030	802,103	979,242
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.89	$9.18	$13.04	$12.16	$10.81	$9.92	$9.75
Value at end of period	$11.50	$10.89	$9.18	$13.04	$12.16	$10.81	$9.92
Number of accumulation units outstanding at end of period	44,644	55,678	54,801	46,973	48,700	35,793	24,849
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$7.81	$6.09	$9.68
Value at end of period	$8.16	$7.81	$6.09
Number of accumulation units outstanding at end of period	31,323	44,930	24,117
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.42	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73	$8.45	$10.00
Value at end of period	$12.55	$10.42	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73	$8.45
Number of accumulation units outstanding at end of period	3,943	4,125	4,743	4,983	9,102	10,114	37,657	12,940	2,494
PROFUND VP BULL
Value at beginning of period	$7.84	$6.39	$10.37	$10.15	$9.04	$8.91	$8.29	$6.68	$8.90	$10.00
Value at end of period	$8.72	$7.84	$6.39	$10.37	$10.15	$9.04	$8.91	$8.29	$6.68	$8.90
Number of accumulation units outstanding at end of period	0	0	107	1,910	10,138	18,382	44,221	27,246	8,557	8,366
PROFUND VP EUROPE 30
Value at beginning of period	$9.50	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31	$6.07	$8.28	$10.00
Value at end of period	$9.63	$9.50	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31	$6.07	$8.28
Number of accumulation units outstanding at end of period	7,302	7,337	7,465	7,692	9,520	2,690	4,239	8,463	2,703	0
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$6.11	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37	$10.00
Value at end of period	$5.06	$6.11	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37
Number of accumulation units outstanding at end of period	6,149	6,889	7,279	11,240	23,153	29,960	37,895	6,934



Separate Account Annual Charges of 1.75%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.47	$7.97	$10.04
Value at end of period	$10.21	$9.47	$7.97
Number of accumulation units outstanding at end of period	1,130,871	1,025,896	167,445

DVA Plus


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.78	$13.66	$19.36	$20.22	$17.24	$16.64	$13.82	$10.00
Value at end of period	$20.85	$16.78	$13.66	$19.36	$20.22	$17.24	$16.64	$13.82
Number of accumulation units outstanding at end of period	133,922	154,250	195,678	237,998	314,959	467,852	354,307	159,277
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.29	$8.48	$15.06	$13.07	$11.94	$10.23
Value at end of period	$12.97	$11.29	$8.48	$15.06	$13.07	$11.94
Number of accumulation units outstanding at end of period	299,967	358,684	444,100	493,102	355,442	200,749
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.49	$7.43	$13.23	$13.30	$11.29	$10.88	$9.96	$7.79	$9.57	$10.00
Value at end of period	$10.71	$9.49	$7.43	$13.23	$13.30	$11.29	$10.88	$9.96	$7.79	$9.57
Number of accumulation units outstanding at end of period	417,372	465,583	530,273	682,579	725,114	739,319	1,163,703	987,940	139,297	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.69	$7.17	$9.94
Value at end of period	$9.56	$8.69	$7.17
Number of accumulation units outstanding at end of period	104,038	97,544	49,722
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.72	$8.82	$10.00
Value at end of period	$10.13	$9.72	$8.82
Number of accumulation units outstanding at end of period	296,209	349,941	208,410
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.03	$8.60	$14.16	$13.80	$12.25	$11.84	$10.98	$10.00
Value at end of period	$12.02	$11.03	$8.60	$14.16	$13.80	$12.25	$11.84	$10.98
Number of accumulation units outstanding at end of period	686,003	728,947	832,400	1,130,094	1,303,804	1,473,385	1,977,456	542,973
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.86	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76	$10.00
Value at end of period	$13.76	$11.86	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76
Number of accumulation units outstanding at end of period	1,180,264	1,261,996	1,409,201	1,691,270	1,933,064	1,942,130	2,291,803	726,382
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.33	$12.39	$21.92	$18.69	$16.07	$13.53	$11.60	$10.00
Value at end of period	$18.17	$17.33	$12.39	$21.92	$18.69	$16.07	$13.53	$11.60
Number of accumulation units outstanding at end of period	586,478	660,049	739,896	1,013,920	992,537	925,189	865,696	208,539
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.01	$9.91
Value at end of period	$13.29	$12.01
Number of accumulation units outstanding at end of period	40,505	14,724
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.20	$11.17	$20.17	$17.63	$13.89	$12.25	$10.58	$8.21	$10.00
Value at end of period	$13.85	$13.20	$11.17	$20.17	$17.63	$13.89	$12.25	$10.58	$8.21
Number of accumulation units outstanding at end of period	375,812	437,339	452,645	550,366	494,600	338,367	330,064	172,289	9,890

DVA Plus

A10


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.94	$7.48	$12.96	$12.43	$10.98	$9.90
Value at end of period	$12.35	$9.94	$7.48	$12.96	$12.43	$10.98
Number of accumulation units outstanding at end of period	178,126	187,942	164,305	172,289	163,393	96,126
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.56	$9.91
Value at end of period	$10.94	$10.56
Number of accumulation units outstanding at end of period	158,549	99,495
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.93	$7.76	$12.96	$12.36	$11.74	$10.83	$9.92	$7.96	$10.00
Value at end of period	$11.06	$9.93	$7.76	$12.96	$12.36	$11.74	$10.83	$9.92	$7.96
Number of accumulation units outstanding at end of period	301,246	351,371	382,379	460,434	568,420	650,446	67,045	120,271	16,838
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.08	$9.09	$14.30	$13.96	$12.21	$11.80	$10.77	$8.35	$10.00
Value at end of period	$10.99	$10.08	$9.09	$14.30	$13.96	$12.21	$11.80	$10.77	$8.35
Number of accumulation units outstanding at end of period	42,211	49,534	57,901	72,233	97,770	109,151	128,596	122,619	16,519
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.73	$6.49	$9.99
Value at end of period	$11.29	$9.73	$6.49
Number of accumulation units outstanding at end of period	225,420	220,402	215,733
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.36	$7.14	$12.38	$13.59	$11.42
Value at end of period	$10.67	$9.36	$7.14	$12.38	$13.59
Number of accumulation units outstanding at end of period	53,304	63,073	74,427	81,623	101,564
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$49.40	$37.00	$61.26	$75.80	$56.05	$48.85	$36.09	$26.67	$27.09	$25.50
Value at end of period	$62.12	$49.40	$37.00	$61.26	$75.80	$56.05	$48.85	$36.09	$26.67	$27.09
Number of accumulation units outstanding at end of period	104,827	127,889	162,446	224,152	366,031	364,509	463,695	398,419	271,009	101,334
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.05	$6.57	$10.15	$10.03	$10.05
Value at end of period	$9.91	$8.05	$6.57	$10.15	$10.03
Number of accumulation units outstanding at end of period	104,288	127,896	147,871	176,039	103,094
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$8.76	$6.77	$11.34	$11.08	$10.10
Value at end of period	$9.64	$8.76	$6.77	$11.34	$11.08
Number of accumulation units outstanding at end of period	154,749	150,347	163,151	106,843	83,211
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.96	$5.81	$10.39	$10.02
Value at end of period	$8.53	$6.96	$5.81	$10.39
Number of accumulation units outstanding at end of period	57,530	9,911	27,567	45,000

DVA Plus

A11


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.80	$10.14
Value at end of period	$8.75	$9.80
Number of accumulation units outstanding at end of period	0	455
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.32	$9.74	$16.30	$14.49	$13.18	$11.47	$9.41	$7.17	$9.05	$9.87
Value at end of period	$16.81	$13.32	$9.74	$16.30	$14.49	$13.18	$11.47	$9.41	$7.17	$9.05
Number of accumulation units outstanding at end of period	1,252,269	1,420,747	1,606,529	1,931,572	1,483,799	1,638,208	1,114,410	1,170,476	839,244	335,910
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.91	$7.64	$10.99	$10.90	$9.99
Value at end of period	$11.00	$9.91	$7.64	$10.99	$10.90
Number of accumulation units outstanding at end of period	297,547	368,963	326,241	270,226	142,742
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.01	$7.25	$11.86	$12.53
Value at end of period	$9.88	$9.01	$7.25	$11.86
Number of accumulation units outstanding at end of period	124,951	135,567	134,731	145,499
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.75	$6.05	$9.58	$10.09
Value at end of period	$8.44	$7.75	$6.05	$9.58
Number of accumulation units outstanding at end of period	102,295	96,861	70,024	162,775
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.26	$10.65
Value at end of period	$10.97	$10.26
Number of accumulation units outstanding at end of period	3,200	433
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$34.58	$25.59	$44.15	$33.72	$28.27	$20.89	$19.98	$13.36	$13.49	$15.62
Value at end of period	$41.33	$34.58	$25.59	$44.15	$33.72	$28.27	$20.89	$19.98	$13.36	$13.49
Number of accumulation units outstanding at end of period	174,269	223,048	303,749	316,831	330,956	385,687	330,848	210,633	120,308	30,794
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.77	$6.08	$9.95	$9.83
Value at end of period	$8.68	$7.77	$6.08	$9.95
Number of accumulation units outstanding at end of period	2,224,320	2,512,614	2,172,969	1,532
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.93	$10.19
Value at end of period	$13.66	$12.93
Number of accumulation units outstanding at end of period	27,622	8,843
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.56	$7.08	$11.51	$11.18	$9.96	$9.64	$8.90	$10.00
Value at end of period	$9.55	$8.56	$7.08	$11.51	$11.18	$9.96	$9.64	$8.90
Number of accumulation units outstanding at end of period	161,651	185,662	219,708	256,881	267,971	299,598	548,608	275,705

DVA Plus

A12


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.72	$8.30	$13.57	$13.12	$12.24	$11.24	$9.69
Value at end of period	$12.81	$10.72	$8.30	$13.57	$13.12	$12.24	$11.24
Number of accumulation units outstanding at end of period	39,171	70,781	117,089	171,859	108,782	138,848	430,312
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.07	$8.23	$12.63	$13.75	$12.33	$11.69	$10.25
Value at end of period	$12.12	$10.07	$8.23	$12.63	$13.75	$12.33	$11.69
Number of accumulation units outstanding at end of period	22,717	31,227	43,054	86,144	116,901	147,078	345,339
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.95	$10.93	$12.17	$11.72	$11.50	$11.37	$11.06	$10.62	$10.00
Value at end of period	$12.85	$11.95	$10.93	$12.17	$11.72	$11.50	$11.37	$11.06	$10.62
Number of accumulation units outstanding at end of period	519,722	557,196	570,876	646,304	443,958	453,906	447,751	277,417	218,867
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$7.57	$6.05	$8.67
Value at end of period	$8.01	$7.57	$6.05
Number of accumulation units outstanding at end of period	42,289	32,930	3,329
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.24	$8.38	$16.72	$14.08	$11.65	$10.25	$8.91	$6.03	$8.29	$8.88
Value at end of period	$12.58	$11.24	$8.38	$16.72	$14.08	$11.65	$10.25	$8.91	$6.03	$8.29
Number of accumulation units outstanding at end of period	690,071	803,899	961,797	1,262,149	250,701	238,032	293,821	356,949	292,322	197,279
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.85	$9.77
Value at end of period	$11.00	$9.85
Number of accumulation units outstanding at end of period	5,714	378
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.82	$11.76	$24.56	$18.05	$13.53	$10.21	$8.83	$6.13	$6.98	$7.50
Value at end of period	$23.42	$19.82	$11.76	$24.56	$18.05	$13.53	$10.21	$8.83	$6.13	$6.98
Number of accumulation units outstanding at end of period	206,305	304,281	378,645	501,622	526,429	569,209	414,950	410,102	256,921	138,408
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.51	$6.89	$9.89
Value at end of period	$10.28	$8.51	$6.89
Number of accumulation units outstanding at end of period	63,348	46,439	16,589
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.40	$9.91	$14.40	$14.91	$13.01	$13.63	$10.32	$7.83	$10.00
Value at end of period	$15.44	$12.40	$9.91	$14.40	$14.91	$13.01	$13.63	$10.32	$7.83
Number of accumulation units outstanding at end of period	191,942	155,530	185,036	234,079	289,126	304,044	434,570	299,555	72,176
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$12.11	$8.66	$12.16	$11.09	$10.69	$10.46	$9.58
Value at end of period	$13.60	$12.11	$8.66	$12.16	$11.09	$10.69	$10.46
Number of accumulation units outstanding at end of period	58,940	68,312	15,517	452	7,870	13,402	4,715

DVA Plus

A13


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.22	$7.88	$13.22	$13.71	$12.69	$11.61	$10.80	$10.00
Value at end of period	$12.46	$10.22	$7.88	$13.22	$13.71	$12.69	$11.61	$10.80
Number of accumulation units outstanding at end of period	53,676	59,476	65,516	70,922	100,499	129,082	179,814	51,221
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$21.03	$19.97	$20.38	$19.61	$19.22	$19.25	$19.32	$19.12	$18.15	$16.97
Value at end of period	$21.31	$21.03	$19.97	$20.38	$19.61	$19.22	$19.25	$19.32	$19.12	$18.15
Number of accumulation units outstanding at end of period	146,749	176,680	219,747	290,852	374,384	502,204	644,003	1,037,485	1,001,053	342,317
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.65	$15.88	$15.78	$15.30	$14.88	$14.73	$14.86	$15.01	$15.06	$14.76
Value at end of period	$15.38	$15.65	$15.88	$15.78	$15.30	$14.88	$14.73	$14.86	$15.01	$15.06
Number of accumulation units outstanding at end of period	840,172	1,166,416	1,879,418	811,220	726,596	616,216	1,213,060	1,545,927	1,590,576	1,500,979
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$9.91	$8.49	$13.63	$13.32	$11.53	$11.12	$10.30	$7.99	$10.56	$11.23
Value at end of period	$11.41	$9.91	$8.49	$13.63	$13.32	$11.53	$11.12	$10.30	$7.99	$10.56
Number of accumulation units outstanding at end of period	174,240	213,394	241,980	348,935	414,368	449,681	625,795	676,868	534,293	384,799
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.61	$10.73	$18.31	$16.32	$15.83	$14.79	$13.39	$10.27	$14.84	$21.65
Value at end of period	$16.02	$13.61	$10.73	$18.31	$16.32	$15.83	$14.79	$13.39	$10.27	$14.84
Number of accumulation units outstanding at end of period	625,390	678,195	831,820	1,004,788	1,188,362	1,378,150	1,545,306	1,718,678	1,379,115	1,104,093
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.99	$8.87	$17.88	$15.09	$12.39	$10.14
Value at end of period	$13.41	$11.99	$8.87	$17.88	$15.09	$12.39
Number of accumulation units outstanding at end of period	171,109	200,319	254,172	318,925	316,462	339,789
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.49	$20.27	$26.57	$26.01	$23.65	$23.39	$21.42	$18.68	$20.03	$20.29
Value at end of period	$25.35	$23.49	$20.27	$26.57	$26.01	$23.65	$23.39	$21.42	$18.68	$20.03
Number of accumulation units outstanding at end of period	849,458	1,002,840	1,157,196	1,473,826	1,803,704	2,268,000	2,918,631	2,962,240	1,806,440	934,682
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.60	$11.19	$18.29	$14.61	$11.37	$10.11
Value at end of period	$16.31	$14.60	$11.19	$18.29	$14.61	$11.37
Number of accumulation units outstanding at end of period	222,450	243,983	300,770	492,070	371,440	299,953
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.87	$6.40	$10.47	$8.49	$8.03	$7.42	$7.07
Value at end of period	$11.33	$8.87	$6.40	$10.47	$8.49	$8.03	$7.42
Number of accumulation units outstanding at end of period	913,587	1,022,912	1,136,532	99,085	127,480	176,312	183,674
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.13	$11.95	$17.03	$15.80	$13.25	$12.12	$10.95	$8.83	$10.00
Value at end of period	$16.94	$15.13	$11.95	$17.03	$15.80	$13.25	$12.12	$10.95	$8.83
Number of accumulation units outstanding at end of period	202,527	203,385	225,513	280,577	332,645	339,825	354,307	242,169	53,323
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.75	$8.33
Value at end of period	$10.31	$9.75
Number of accumulation units outstanding at end of period	17,685	7,857

DVA Plus

A14


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.60	$8.81
Value at end of period	$11.87	$10.60
Number of accumulation units outstanding at end of period	5,692	6,048
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.54	$8.43	$14.41	$13.79	$11.94	$11.08
Value at end of period	$13.13	$11.54	$8.43	$14.41	$13.79	$11.94
Number of accumulation units outstanding at end of period	48,642	57,061	63,473	53,080	49,426	14,539
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.37	$9.11	$11.97	$11.84	$11.07	$10.79	$10.00
Value at end of period	$15.01	$13.37	$9.11	$11.97	$11.84	$11.07	$10.79
Number of accumulation units outstanding at end of period	863,810	886,425	1,037,282	1,353,495	1,629,201	1,906,679	2,556,237
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.64	$14.80	$14.46	$13.50	$13.17	$13.08	$12.70	$12.34	$11.56	$11.48
Value at end of period	$17.61	$16.64	$14.80	$14.46	$13.50	$13.17	$13.08	$12.70	$12.34	$11.56
Number of accumulation units outstanding at end of period	1,722,139	2,035,987	1,830,575	1,431,076	1,411,736	1,574,541	2,353,927	2,257,025	1,446,426	328,948
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.15	$8.32	$12.97	$12.57	$10.95	$10.48
Value at end of period	$11.55	$10.15	$8.32	$12.97	$12.57	$10.95
Number of accumulation units outstanding at end of period	124,360	153,889	167,298	198,883	212,294	238,162
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.05	$8.17	$12.44	$12.00	$10.87	$10.04
Value at end of period	$11.65	$10.05	$8.17	$12.44	$12.00	$10.87
Number of accumulation units outstanding at end of period	924,260	1,113,811	1,217,638	892,352	1,051,006	1,230,020
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.81	$8.31
Number of accumulation units outstanding at end of period	367,431	363,340
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.21
Value at end of period	$10.27	$9.37
Number of accumulation units outstanding at end of period	1,232,540	1,317,406
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.50	$9.62
Number of accumulation units outstanding at end of period	667,671	746,997
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.60	$9.85
Number of accumulation units outstanding at end of period	916,906	958,263

DVA Plus

A15


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.66	$9.95
Value at end of period	$13.99	$12.66
Number of accumulation units outstanding at end of period	369,472	419,483
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.12	$6.69	$10.28
Value at end of period	$8.94	$8.12	$6.69
Number of accumulation units outstanding at end of period	998,454	1,134,062	38,475
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.48	$10.85
Value at end of period	$13.63	$12.48
Number of accumulation units outstanding at end of period	1,463	1,930
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.96	$10.40
Value at end of period	$16.03	$12.96
Number of accumulation units outstanding at end of period	415,384	463,277
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.39	$6.11	$10.64
Value at end of period	$10.30	$8.39	$6.11
Number of accumulation units outstanding at end of period	78,462	47,716	20,592
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.63	$6.95	$10.16
Value at end of period	$10.69	$8.63	$6.95
Number of accumulation units outstanding at end of period	186,026	156,359	190,367
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.09	$5.52	$8.60	$7.97	$7.22	$6.75	$6.25	$4.59	$8.31	$10.00
Value at end of period	$9.20	$7.09	$5.52	$8.60	$7.97	$7.22	$6.75	$6.25	$4.59	$8.31
Number of accumulation units outstanding at end of period	286,727	320,361	376,713	459,626	564,312	678,759	812,724	952,613	454,391	79,268
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.91	$7.13	$9.79
Value at end of period	$10.86	$8.91	$7.13
Number of accumulation units outstanding at end of period	44,468	65,135	49,665
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$42.71	$32.62	$45.81	$44.67	$39.65	$37.46	$32.69	$26.57	$26.91	$24.92
Value at end of period	$47.85	$42.71	$32.62	$45.81	$44.67	$39.65	$37.46	$32.69	$26.57	$26.91
Number of accumulation units outstanding at end of period	894,237	1,034,928	1,168,272	1,535,092	1,758,893	1,977,649	2,090,601	2,065,649	1,345,841	531,690
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$25.33	$20.63	$32.65	$32.25	$27.56	$26.99	$23.91	$19.44	$22.79	$22.89
Value at end of period	$28.61	$25.33	$20.63	$32.65	$32.25	$27.56	$26.99	$23.91	$19.44	$22.79
Number of accumulation units outstanding at end of period	539,055	601,838	691,572	865,803	1,042,643	1,177,282	1,402,760	1,278,747	773,224	387,753
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.05	$5.75	$10.15	$10.11
Value at end of period	$9.23	$8.05	$5.75	$10.15
Number of accumulation units outstanding at end of period	109,783	80,480	16,757	9,218


DVA Plus		A16


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.55	$7.37	$12.63	$11.16	$10.02
Value at end of period	$10.18	$9.55	$7.37	$12.63	$11.16
Number of accumulation units outstanding at end of period	138,277	140,510	133,335	68,022	10,499
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$19.46	$14.97	$25.26	$25.10	$20.96	$19.41	$17.80	$13.29	$16.95	$19.59
Value at end of period	$20.60	$19.46	$14.97	$25.26	$25.10	$20.96	$19.41	$17.80	$13.29	$16.95
Number of accumulation units outstanding at end of period	296,746	357,836	401,370	489,370	584,766	682,575	753,550	805,342	592,153	361,440
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$10.55	$10.17	$9.82
Value at end of period	$10.98	$10.55	$10.17
Number of accumulation units outstanding at end of period	212,507	223,479	374,087
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.47	$7.33	$12.43	$12.53	$11.16	$10.77
Value at end of period	$10.51	$9.47	$7.33	$12.43	$12.53	$11.16
Number of accumulation units outstanding at end of period	4,046	4,589	4,610	6,458	13,639	30,728
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.60	$8.39	$13.44	$14.00	$12.30	$12.10
Value at end of period	$11.99	$10.60	$8.39	$13.44	$14.00	$12.30
Number of accumulation units outstanding at end of period	359,615	378,272	415,402	485,537	527,949	578,971
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.96	$9.12	$12.14	$11.96	$10.83	$10.35
Value at end of period	$12.07	$10.96	$9.12	$12.14	$11.96	$10.83
Number of accumulation units outstanding at end of period	188,722	222,360	306,848	94,763	108,471	56,894
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$24.95	$20.49	$30.77	$30.53	$26.79	$24.77	$22.09	$17.58	$20.99	$24.27
Value at end of period	$27.58	$24.95	$20.49	$30.77	$30.53	$26.79	$24.77	$22.09	$17.58	$20.99
Number of accumulation units outstanding at end of period	337,800	388,816	443,563	540,794	677,536	747,521	841,483	842,519	616,373	485,828
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.58	$8.97	$12.79	$12.00	$10.72	$9.88	$10.03
Value at end of period	$11.12	$10.58	$8.97	$12.79	$12.00	$10.72	$9.88
Number of accumulation units outstanding at end of period	280,367	322,322	365,994	401,785	496,922	518,299	78,661
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.73	$6.06	$9.95
Value at end of period	$8.04	$7.73	$6.06
Number of accumulation units outstanding at end of period	38,074	36,994	51,243
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.03	$7.69	$13.73	$14.10	$11.51	$11.86	$10.64	$8.42	$10.00
Value at end of period	$12.01	$10.03	$7.69	$13.73	$14.10	$11.51	$11.86	$10.64	$8.42
Number of accumulation units outstanding at end of period	86,531	100,598	109,828	123,832	161,708	203,281	255,487	231,095	41,608

DVA Plus

A17


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
PROFUND VP BULL
Value at beginning of period	$7.50	$6.14	$10.03	$9.86	$8.83	$8.74	$8.18	$6.63	$8.87	$10.00
Value at end of period	$8.30	$7.50	$6.14	$10.03	$9.86	$8.83	$8.74	$8.18	$6.63	$8.87
Number of accumulation units outstanding at end of period	67,290	71,655	77,466	102,754	215,771	304,922	518,311	467,546	185,752	27,580
PROFUND VP EUROPE 30
Value at beginning of period	$9.09	$6.99	$12.71	$11.29	$9.78	$9.21	$8.20	$6.02	$8.25	$10.00
Value at end of period	$9.17	$9.09	$6.99	$12.71	$11.29	$9.78	$9.21	$8.20	$6.02	$8.25
Number of accumulation units outstanding at end of period	41,583	47,001	51,597	69,260	148,846	186,919	140,140	190,714	105,639	38,959
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.91	$4.55	$7.47	$8.02	$7.41	$8.19	$9.35	$10.00
Value at end of period	$4.88	$5.91	$4.55	$7.47	$8.02	$7.41	$8.19	$9.35
Number of accumulation units outstanding at end of period	25,407	24,973	26,319	32,185	61,675	193,952	282,310	74,879

DVA Plus

A18

APPENDIX B

The Investment Portfolios

During the accumulation phase, you may allocate your premium payments and contract value to any of the

investment portfolios available under this Contract. They are listed in this appendix, 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.

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 with your investment professional to determine if the investment portfolios may be suited to your financial

needs, investment time horizon and risk tolerance. You should periodically review these factors to determine if you

need to change your investment strategy.

The following table highlights name changes.


List of Fund Name Changes
*Former Fund Name*	*Current Fund Name*
ING Wells Fargo Health Care Portfolio	ING BlackRock Health Sciences Opportunities Portfolio
ING Van Kampen Comstock Portfolio	ING Invesco Van Kampen Comstock Portfolio
ING Van Kampen Equity and Income Portfolio	ING Invesco Van Kampen Equity and Income Portfolio
ING Van Kampen Growth and Income Portfolio	ING Invesco Van Kampen Growth and Income Portfolio

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
BlackRock Global Allocation V.I. 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 International Limited	economic trends.

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
and Management Company^SM

ING American Funds Bond Portfolio	Seeks to
	provide as high a level of current income as is
Investment Adviser: ING Investments, LLC	consistent with the preservation of capital.
Investment Adviser to Master Funds: Capital Research
and Management Company^SM

ING American Funds Global Growth and Income	Seeks to provide you with long-term growth of capital while
Portfolio	providing current income.

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

ING American Funds Growth Portfolio	Seeks to provide you with growth
	of capital.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management Company^SM

ING American Funds International Growth and Income	Seeks long-term growth of capital while providing current
Portfolio	income.

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

ING American Funds International Portfolio	Seeks to provide you
	with long-term growth of capital.
Investment Adviser: ING Investments, LLC
Investment Adviser to Master Funds: Capital Research
and Management Company^SM

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

Investment Adviser: Directed Services LLC
Asset Allocation Committee

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING Artio Foreign Portfolio	Seeks long-term growth of capital.

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

ING Baron Small Cap Growth Portfolio	Seeks capital appreciation.

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

ING BlackRock Health Sciences Opportunities Portfolio	Seeks long-term capital growth.

Investment Adviser: Directed Services LLC
Investment Subadviser: BlackRock
Advisors, 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.

ING BlackRock Large Cap Growth Portfolio	Seeks long-term growth of capital.

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

ING BlackRock Science and Technology Opportunities	Seeks long-term capital appreciation.
Portfolio

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

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 DFA World Equity Portfolio	Seeks long-term capital appreciation.

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

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
	the EURO STOXX 50^®Index.
Investment Adviser: ING Investments, LLC
Investment Subadviser: ING Investment Management
Co.

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
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 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 Global Resources Portfolio	Seeks long-term capital appreciation.

Investment Adviser: Directed Services, LLC
Investment Subadviser: ING Investment Management
Co.

ING Growth and Income Portfolio	Seeks to maximize total return through investments in a
	diversified portfolio of common stocks and securities
Investment Adviser: ING Investments, LLC	convertible into common stocks. It is anticipated that capital
	appreciation and investment income will both be major factors
Investment Subadviser: ING Investment Management	in achieving total return.
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.

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
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.

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.

ING Invesco Van Kampen Comstock Portfolio	Seeks capital growth and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.

ING Invesco 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: Invesco Advisers, Inc.

ING Invesco Van Kampen Growth and Income Portfolio	Seeks long-term growth of capital and income.

Investment Adviser: Directed Services LLC
Investment Subadviser: Invesco Advisers, Inc.

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

ING JPMorgan Emerging Markets Equity Portfolio	Seeks capital appreciation.

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

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

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

DVA Plus


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

Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.

ING Large Cap Value Portfolio	Seeks growth of capital and current income.

Investment Adviser: Directed Services LLC
Investment Subadviser: ING Investment Management
Co.

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.

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

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
ING MidCap Opportunities Portfolio	Seeks long-term capital appreciation.

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

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 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 Oppenheimer Global Portfolio	Seeks capital appreciation.

Investment Adviser: Directed Services 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

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.

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
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 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
	the Russell Top 200^®Growth Index.
Investment Adviser: ING Investments, LLC
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
Investment Adviser: ING Investments, LLC	the Russell Top 200^®Value Index.
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
	the Russell Midcap^®Growth Index.
Investment Adviser: ING Investments, LLC
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.

DVA Plus


Fund Name and
Investment Adviser/Subadviser	Investment Objective
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.

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

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

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.

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 T. Rowe Price International Stock Portfolio	Seeks long-term growth of capital.

Investment Adviser: Directed Services LLC
Investment Subadviser: T. Rowe Price Associates, Inc.

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

DVA Plus

B10

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.

DVA Plus

APPENDIX C

Fixed Account I

Fixed Account I (“Fixed Account”) is an optional fixed interest allocation offered during the accumulation phase of

your variable annuity contract between you and ING USA Annuity and Life Insurance Company (“ING USA,” the

“Company,” “we” or “our”). The Fixed Account, which is a segregated asset account of ING USA, provides a

means for you to invest on a tax-deferred basis and earn a guaranteed interest for guaranteed interest periods (Fixed

Interest Allocation(s)). We will credit your Fixed Interest Allocation(s) with a fixed rate of interest. We currently

offer Fixed Interest Allocations with guaranteed interest periods of 5, 7 and 10 years. In addition, we may offer

DCA Fixed Interest Allocations, which are 6-month and 1-year Fixed Interest Allocations available exclusively in

connection with our dollar cost averaging program. We may offer additional guaranteed interest periods in some or

all states, may not offer all guaranteed interest periods on all contracts or in all states and the rates for a given

guaranteed interest period may vary among contracts. We set the interest rates periodically. We may credit a

different interest rate for each interest period. The interest you earn in the Fixed Account, as well as your principal,

is guaranteed by ING USA, as long as you do not take your money out before the maturity date for the applicable

interest period. If you take your money out from a Fixed Interest Allocation more than 30 days before the applicable

maturity date, we will apply a market value adjustment (“Market Value Adjustment”). A Market Value Adjustment

could increase or decrease your contract value and/or the amount you take out. A surrender charge may also apply

to withdrawals from your contract. You bear the risk that you may receive less than your principal because of the

Market Value Adjustment.

For contracts sold in some states, not all Fixed Interest Allocations are available. You have a right to return a

contract for a refund as described in the prospectus.

The Fixed Account

You may allocate premium payments and transfer your Contract value to the guaranteed interest periods of the Fixed

Account during the accumulation period as described in the prospectus. Every time you allocate money to the Fixed

Account, we set up a Fixed Interest Allocation for the guaranteed interest period you select. We will credit your

Fixed Interest Allocation with a guaranteed interest rate for the interest period you select, so long as you do not

withdraw money from that Fixed Interest Allocation before the end of the guaranteed interest period. Each

guaranteed interest period ends on its maturity date, which is the last day of the month in which the interest period is

scheduled to expire.

Your Contract value in the Fixed Account is the sum of your Fixed Interest Allocations and the interest credited as

adjusted for any withdrawals, transfers or other charges we may impose, including any Market Value Adjustment.

Your Fixed Interest Allocation will be credited with the guaranteed interest rate in effect for the guaranteed interest

period you selected when we receive and accept your premium or reallocation of Contract value. We will credit

interest daily at a rate that yields the quoted guaranteed interest rate.

If you surrender, withdraw, transfer or annuitize your investment in a Fixed Interest Allocation more than 30 days

before the end of the guaranteed interest period, we will apply a Market Value Adjustment to the transaction. A

Market Value Adjustment could increase or decrease the amount you surrender, withdraw, transfer or annuitize,

depending on current interest rates at the time of the transaction. You bear the risk that you may receive less than

your principal because of the Market Value Adjustment.

Guaranteed Interest Rates

Each Fixed Interest Allocation will have an interest rate that is guaranteed as long as you do not take your money

out until its maturity date. We do not have a specific formula for establishing the guaranteed interest rates for the

different guaranteed interest periods. We determine guaranteed interest rates at our sole discretion. We cannot

predict the level of future interest rates. For more information see the prospectus for the Fixed Account.

DVA Plus

Transfers from a Fixed Interest Allocation

You may transfer your Contract value in a Fixed Interest Allocation to one or more new Fixed Interest Allocations

with new guaranteed interest periods, or to any of the subaccounts of ING USA’s Separate Account B as described

in the prospectus on the maturity date of a guaranteed interest period. The minimum amount that you can transfer to

or from any Fixed Interest Allocation is $100. Transfers from a Fixed Interest Allocation may be subject to a

Market Value Adjustment. If you have a special Fixed Interest Allocation that was offered exclusively with our

dollar cost averaging program, canceling dollar cost averaging will cause a transfer of the entire Contract value in

such Fixed Interest Allocation to the Liquid Assets subaccount, and such a transfer will be subject to a Market Value

Adjustment.

Please be aware that the benefit we pay under certain optional benefit riders will be adjusted by any transfers you

make to and from the Fixed Interest Allocations during specified periods while the rider is in effect.

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.

DVA Plus

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 I.

DVA Plus

APPENDIX D

Fixed Interest Division

A Fixed Interest Division option is available through the group and individual deferred variable annuity contracts

offered by ING USA Annuity and Life Insurance Company. The Fixed Interest Division is part of the ING USA

General Account. Interests in the Fixed Interest Division have not been registered under the Securities Act of 1933,

and neither the Fixed Interest Division nor the General Account are registered under the Investment Company Act of

1940.

Interests in the Fixed Interest Division are offered in certain states through an Offering Brochure, dated April 29,

2011. 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.

DVA Plus

APPENDIX E

Surrender Charge for Excess Withdrawals Example

The following assumes you made an initial premium payment of $25,000 and additional premium payments of

$25,000 in each of the second and third contract years, for total premium payments under the Contract of $75,000.

It also assumes a withdrawal at the beginning of the fifth contract year of 30% of the contract value of $90,000.

In this example, $13,500 (15% of $90,000) is maximum free withdrawal amount that you may withdraw during the

contract year without a surrender charge. The total withdrawal would be $27,000 ($90,000 x .30). Therefore,

$13,500 ($27,000 - $13,500) is considered an excess withdrawal and would be subject to a 4% surrender charge of

$540 ($13,500 x .04). This example does not take into account any Market Value Adjustment or deduction of any

premium taxes.

DVA Plus

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, 2010, 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, 2010
and 2009, and for each of the three years in the period ended December 31, 2010, 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 2010, 2009 and 2008 commissions paid by ING USA,
including amounts paid by its affiliated Company, RLNY, to Directed Services LLC aggregated
$219,973,598, $275,329,257 and $622,486,274, 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. However effective
January 1, 2010, this management services agreement was changed to an arms-length pricing agreement,
whereas ING USA now receives a monthly fee from Directed Services LLC based on annual contractual
rates by fund. This fee, calculated as a percentage of average assets in the variable separate accounts, was
$146,897,323, $123,231,239 and $139,224,091 for the years ended 2010, 2009 and 2008, 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 and below. 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.

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
Statements of Operations for the years ended December 31, 2010, 2009 and 2008
Balance Sheets as of December 31, 2010 and 2009
Statements of Changes in Shareholder’s Equity for the years ended December 31, 2010, 2009 and 2008
Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008
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
Statements of Assets and Liabilities as of December 31, 2010
Statements of Operations for the year ended December 31, 2010
Statements of Changes in Net Assets for the years ended December 31, 2010 and 2009
Notes to Financial Statements

Condensed Financial Information

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, 2010 and 2009, 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, 2010. 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 at December 31, 2010 and 2009, and the results of
its operations and its cash flows for each of the three years in the period ended December 31, 2010, 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 30, 2011

C-2


ING USA Annuity and Life Insurance Company
(A wholly-owned subsidiary of Lion Connecticut Holdings Inc.)
Statements of Operations
(In millions)

	Years Ended December 31,
	2010	2009		2008
Revenues:
Net investment income	$ 1,356.4	$ 1,412.4	$ 1,438.0
Fee income	1,091.3	943.2		1,152.4
Premiums	280.6	786.1		19.1
Net realized capital losses:
Total other-than-temporary impairment losses	(300.1)	(538.9)		(1,028.1)
Portion of other-than-temporary impairment losses recognized in
Other comprehensive income (loss)	105.7	49.3		-
Net other-than-temporary impairments recognized in earnings	(194.4)	(489.6)		(1,028.1)
Other net realized capital losses	(611.3)	(2,007.5)		(453.6)
Total net realized capital losses	(805.7)	(2,497.1)		(1,481.7)
Other income	-	0.9		0.2
Total revenue	1,922.6	645.5		1,128.0
Benefits and expenses:
Interest credited and other benefits to contract owners	985.0	682.4		1,716.0
Operating expenses	428.4	386.1		291.7
Net amortization of deferred policy acquisition costs and value of
business acquired	411.6	(362.2)		680.5
Interest expense	32.1	32.9		30.5
Other expense	39.3	39.6		35.7
Total benefits and expenses	1,896.4	778.8		2,754.4
Income (loss) before income taxes	26.2	(133.3)		(1,626.4)
Income tax benefit	(55.1)	(136.5)		(245.2)
Net income (loss)	$ 81.3	$ 3.2	$ (1,381.2)



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,
		2010	2009
Assets
Investments:
Fixed maturities, available-for-sale, at fair value (amortized cost of $20,235.3 at 2010 and
$17,493.3 at 2009)	$ 20,913.7		$ 16,925.5
Fixed maturities at fair value using the fair value option		237.7	192.6
Equity securities, available-for-sale, at fair value (cost of $142.1 at 2010 and $150.8 at
2009)		150.2	154.3
Short-term investments		939.2	2,044.0
Mortgage loans on real estate		2,967.9	3,413.2
Policy loans		122.1	131.6
Loan - Dutch State obligation		843.9	1,026.0
Limited partnerships/corporations		295.8	252.6
Derivatives		293.1	355.8
Other investments		1.8	3.5
Securities pledged (amortized cost of $886.6 at 2010 and $1,079.4 at 2009)		889.4	1,092.5
Total investments		27,654.8	25,591.6
Cash and cash equivalents		71.5	40.1
Short-term investments under securities loan agreement, including collateral delivered		145.1	169.0
Accrued investment income		233.4	187.3
Receivable for securities sold		16.9	7.6
Premium receivable		38.0	86.9
Deposits and reinsurance recoverable		3,481.4	3,350.0
Deferred policy acquisition costs		3,155.0	3,718.0
Value of business acquired		68.1	113.4
Sales inducements to contract owners		665.9	810.2
Short-term loan to affiliate		593.6	545.5
Due from affiliates		92.8	816.3
Other assets		420.0	414.9
Assets held in separate accounts		44,413.3	42,996.1
Total assets	$ 81,049.8		$ 78,846.9



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

C-4

ING USA Annuity and Life Insurance Company

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

Balance Sheets

(In millions, except share data)


	As of December 31,
	2010	2009
Liabilities and Shareholder’s Equity
Future policy benefits and claims reserves	$ 27,137.3	$ 27,044.7
Payable for securities purchased	3.1	115.7
Payables under securities loan agreement, including collateral held	203.0	201.1
Borrowed money	-	311.1
Notes to affiliates	435.0	435.0
Due to affiliates	120.3	122.5
Current income taxes	79.2	69.0
Deferred income taxes	181.0	767.5
Other liabilities	4,242.4	4,044.1
Liabilities related to separate accounts	44,413.3	42,996.1
Total liabilities	76,814.6	76,106.8

Shareholder’s equity:
Common stock (250,000 shares authorized, issued and outstanding; $10 per share value)	2.5	2.5
Additional paid-in capital	5,921.7	5,172.7
Accumulated other comprehensive income (loss)	132.3	(532.5)
Retained earnings (deficit)	(1,821.3)	(1,902.6)
Total shareholder’s equity	4,235.2	2,740.1
Total liabilities and shareholder’s equity	$ 81,049.8	$ 78,846.9

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

C-5

ING USA Annuity and Life Insurance Company

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

Statements of Changes in Shareholder’s Equity


(In millions)

			Accumulated
		Additional	Other	Retained	Total
	Common	Paid-In	Comprehensive	Earnings	Shareholder’s
	Stock	Capital	Income (Loss)	(Deficit)	Equity

Balance at January 1, 2008
Excluding impact of merger	$ 2.5	$ 4,132.7	$ (160.7)	$ (855.5)	$ 3,119.0
Impact of merger with affiliate	-	-	(19.7)	18.9	(0.8)
Balance at January 1, 2008	2.5	4,132.7	(180.4)	(836.6)	3,118.2
Comprehensive loss:
Net loss	-	-	-	(1,381.2)	(1,381.2)
Other comprehensive loss, net of tax,
including valuation allowance of $17.1:
Change in net unrealized capital gains
(losses) on securities ($(1,831.4) pretax),	-	-	(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	(1,353.4)	(2,217.8)	766.7
Cumulative effect of change in accounting
principle, net of deferred policy acquisition
costs and tax	-	-	(312.0)	312.0	-
Comprehensive income:
Net income	-	-	-	3.2	3.2
Other comprehensive loss, net of tax,
including change in valuation allowance of
$(64.7):
Change in net unrealized capital gains
(losses) on securities ($1,608.8 pretax)	-	-	1,148.7	-	1,148.7
Change in other-than-temporary
impairment losses recognized in other
comprehensive income (loss)	-	-	(15.2)	-	(15.2)
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	(532.5)	(1,902.6)	2,740.1

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 January 1, 2010	2.5	5,172.7	(532.5)		(1,902.6)	2,740.1
Comprehensive income:
Net income	-	-	-		81.3	81.3
Other comprehensive income (loss), net of tax					-	-
including the decrease in valuation allowance of
$(173.0):
Change in net unrealized capital gains (losses)
on securities ($762.6 pretax)	-	-	671.1		-	671.1
Change in other-than-temporary impairment
losses recognized in other comprehensive
income (loss)	-	-	(6.9)		-	(6.9)
Pension liability ($0.9 pretax)	-	-	0.6		-	0.6
Total comprehensive income						746.1
Contribution of capital	-	749.0	-		-	749.0
Balance at December 31, 2010	$ 2.5	$ 5,921.7	$ 132.3	$ (1,821.3)		$ 4,235.2

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)

		Years Ended December 31,
		2010		2009		2008
Cash Flows from Operating Activities:
Net income (loss)	$ 81.3		$ 3.2		$ (1,381.2)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
Capitalization of deferred policy acquisition costs and sales inducements		(244.3)		(477.4)		(888.6)
Net amortization of deferred policy acquisition costs, value of business
acquired, and sales inducements		522.5		(584.7)		910.2
Net accretion/decretion of discount/premium		44.1		55.2		74.7
Future policy benefits, claims reserves, and interest credited		1,114.5		1,203.5		2,156.8
Provision for deferred income taxes		(678.0)		220.6		509.6
Net realized capital losses		805.7		2,497.1		1,481.7
Change in:
Accrued investment income		(46.1)		27.2		2.4
Reinsurance recoverable		(290.2)		(705.2)		(827.0)
Other receivables and asset accruals		15.9		318.4		(389.9)
Other reinsurance asset		16.9		(19.0)		(353.8)
Due to/from affiliates		721.3		(831.0)		64.5
Income tax recoverable		10.2		390.1		(361.8)
Other payables and accruals		205.7		1,109.5		17.9
Employee share-based payments		0.6		1.7		2.7
Other, net		(6.8)		(205.7)		163.8
Net cash provided by operating activities		2,273.3		3,003.5		1,182.0
Cash Flows from Investing Activities:
Proceeds from the sale, maturity, or redemption of:
Fixed maturities		8,028.5		6,830.0		7,478.8
Equity securities, available-for-sale		66.8		136.5		162.8
Mortgage loans on real estate		714.7		566.6		474.5
Limited partnership/corporations		23.0		92.6		533.9
Acquisition of:
Fixed maturities		(10,791.6)		(3,162.7)		(7,002.2)
Equity securities, available-for-sale		(58.4)		(10.2)		(272.0)
Mortgage loans on real estate		(278.6)		(81.1)		(700.3)
Limited partnerships/corporations		(57.1)		(32.9)		(503.8)
Derivatives, net		(740.1)		(2,285.4)		(58.1)
Short-term investments, net		1,104.7		(1,928.8)		77.2
Loan-Dutch State obligation, net		182.1		180.5		-
Policy loans, net		9.5		12.8		-
Collateral held, net		25.8		14.5		6.2
Other, net		2.0		0.9		13.7
Net cash provided by (used in) investing activities		(1,768.7)		333.3		210.7

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)

		Years Ended December 31,
		2010		2009		2008
Cash Flows from Financing Activities:
Deposits received for investment contracts	$ 3,549.4		$ 4,552.6		$ 8,473.0
Maturities and withdrawals from investment contracts		(4,571.3)		(11,282.1)		(9,520.7)
Reinsurance recoverable on investment contracts		7.3		2,704.5		93.8
Notes to affiliates		103.5		(545.5)		-
Short-term repayments of repurchase agreements, net		(311.1)		(172.0)		(232.4)
Capital distribution to Parent				-		(900.0)
Capital contribution from Parent		749.0		835.0		1,100.0
Net cash used in financing activities		(473.2)		(3,907.5)		(986.3)
Net increase in cash and cash equivalents		31.4		(570.7)		406.4
Cash and cash equivalents, beginning of period		40.1		610.8		204.4
Cash and cash equivalents, end of period	$ 71.5		$ 40.1		$ 610.8
Supplemental cash flow information:
Income taxes (received) paid, net	$ 614.0		$ (753.7)		$ (393.1)
Interest paid	$ 29.1		$ 35.4		$ 50.5
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 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 one or more initial
	public offerings, sales, or a combination thereof. On November 10, 2010, ING announced that while the
	option of one global initial public offering (“IPO”) remains open, ING and its U.S. insurance affiliates,
	including the Company, are going to prepare for a base case of two IPOs: one Europe-led IPO and one
	separate U.S.-focused IPO.

	On September 30, 2010, ING USA purchased the remaining 30% interest in PFP Holdings LP (“PFP”),
	an affiliate, from ING Clarion, an affiliate, for $11.0. The Company previously held a 70% equity
	interest in PFP. Immediately upon acquisition, PFP was dissolved as ING USA owned 100% of the
	limited partnership. This acquisition is treated as a combination of entities under common control (i.e.
	the comparative financial statements were revised and presented as if the transaction had occurred on the
	opening balance sheet date). This resulted in a reduction in total Shareholder’s equity of $0.8 at
	January 1, 2008.

	*Description of Business*

	The Company currently offers various insurance products, including immediate and deferred fixed
	annuities. The Company’s fixed annuity products are distributed by national and regional brokerage and
	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 ceased
	new sales of variable annuity products in March of 2010, as part of a global business strategy and risk

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)

reduction plan. Some new amounts will continue to be deposited on ING USA variable annuities as add-

on premiums to existing contracts.

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 has one operating segment.

Recently Adopted Accounting Standards

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses

In July 2010, the FASB issued ASU 2010-20, “Receivables (ASC Topic 310): Disclosures about the

Credit Quality of Financing Receivables and the Allowance for Credit Losses” (“ASU 2010-20”), which

requires certain existing disclosures to be disaggregated by class of financing receivable, including the

rollforward of the allowance for credit losses, with the ending balance further disaggregated on the basis

of impairment method. For each disaggregated ending balance, an entity is required to also disclose the

related recorded investment in financing receivables, the nonaccrual status of financing receivables, and

impaired financing receivables.

ASU 2010-20 also requires new disclosures by class of financing receivable, including credit quality

indicators, aging of past due amounts, the nature and extent of troubled debt restructurings and related

defaults, and significant purchases and sales of financing receivables disaggregated by portfolio

segment.

In January 2011, the FASB issued ASU 2011-01, which temporarily delays the effective date of the

disclosures about troubled debt restructurings in ASU 2010-20.

The provisions of ASU 2010-20 were adopted by the Company on December 31, 2010, and are included

in the Financial Instruments footnote to these financial statements, except for the disclosures that include

information for activity that occurs during a reporting period, which are effective for periods beginning

after December 15, 2010 and the disclosures about troubled debt restructuring. 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.

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)

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 were adopted by the Company on July 1, 2010. The Company

determined, however, 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 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.

The provisions of ASU 2010-06 were adopted by the Company on January 1, 2010, and are included in

the Financial Instruments footnote to these financial statements, 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. 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.

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:

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)


§	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 to ASU 2009-17

for an investment in an entity that is accounted for as an investment company.

The provisions of ASU 2009-17 and ASU 2010-10 were adopted on January 1, 2010. The Company

determined, however, that there was no effect on the Company’s financial condition, results of

operations, or cash flows upon adoption, as the consolidation conclusions were consistent with those

under previous accounting principles generally accepted in the United States (“US GAAP”). The

disclosure provisions required by ASU 2009-17 are presented in the Financial Instruments footnote to

these financial statements.

Accounting for Transfers of Financial Assets

In December 2009, the FASB issued ASU 2009-16 “Transfers and 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
	control, 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 were adopted on January 1, 2010. The Company determined, however,

that there was no effect on the Company’s financial condition, results of operations, or cash flows upon

adoption, as the Company did not have any QSPEs under previous US GAAP, and the requirements for

sale accounting treatment are consistent with those previously applied by the Company under US

GAAP.

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)

Measuring the Fair Value of Certain Alternative Investments

In September 2009, the FASB issued 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.

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 the

Organization and Significant Accounting Policies footnote to these 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)

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 Operations
	with an offset recognized in Accumulated 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 (deficit) 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).

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.

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)

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.

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.

New Accounting Pronouncements

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts

In October 2010, the FASB issued ASU 2010-26, “Financial Services - Insurance (ASC Topic 944):

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts” (“ASU 2010-26”),

which clarifies what costs relating to the acquisition of new or renewal insurance contracts qualify for

deferral. Costs that should be capitalized include (1) incremental direct costs of successful contract

acquisition and (2) certain costs related directly to successful acquisition activities (underwriting, policy

issuance and processing, medical and inspection, and sales force contract selling) performed by the

insurer for the contract. Advertising costs should be included in deferred acquisition costs only if the

capitalization criteria in the US GAAP direct-response advertising guidance are met. All other

acquisition-related costs should be charged to expense as incurred.

The provisions of ASU 2010-26 are effective for fiscal years, and interim periods within those fiscal

years, beginning after December 15, 2011, and should be applied prospectively. Retrospective

application is permitted, and early adoption is permitted at the beginning of an entity’s annual reporting

period. The Company is currently in the process of determining the impact of adoption of the provisions

of ASU 2010-26.

Consolidation Analysis of Investments Held through Separate Accounts

In April 2010, the FASB issued ASU 2010-15, “Financial Services-Insurance (ASC Topic 944): How

Investments Held through Separate Accounts Affect an Insurer’s

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)

Consolidation Analysis of Those Investments” (“ASU 2010-15”), which clarifies that an insurance

entity generally should not consider any separate account interests held for the benefit of policy holders

in an investment to be the insurer’s interests, and should not combine those interests with its general

account interest in the same investment when assessing the investment for consolidation.

The provisions of ASU 2010-15 are effective for fiscal years and interim periods beginning after

December 15, 2010. The amendments are to be applied retrospectively to all prior periods as of the date

of adoption. The Company does not expect any effect 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 944.

Use of Estimates

The preparation of financial statements in conformity with 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 the current

year classifications. In the Statements of Operations for the year ended December 31, 2009, Premiums

and Interest credited and other benefits to contract owners were increased by $92.0 related to fourth

quarter 2009 activity under a reinsurance transaction, which had no effect on net income.

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.

Investments

All of the Company’s fixed maturities, except those accounted for using the fair value option, 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. Fixed maturities accounted for using the fair value option are reported at fair value with

changes in fair value recognized in the Statement of Operations.

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)

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 order to determine the amount of the OTTI that is considered a credit impairment, the Company

utilizes the following methodology and significant inputs:


§	Recovery value is estimated 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 current yield prior to impairment for a
	fixed rate security or current coupon yield for a floating rate security.
§	Collectability and recoverability are estimated using the same considerations as the Company uses
	in its overall impairment analysis which includes, but is 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.

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)


§	Additional factors considered for structured securities such as Residential Mortgage-backed
	Securities (“RMBS”), Commercial Mortgage-backed Securities (“CMBS”) and other Asset-backed
	Securities (“ABS”) include, but are not limited to, quality of underlying collateral, anticipated loss
	severities, collateral default rates, and other collateral characteristics such as vintage, re-payment
	terms, and the geographical makeup of the collateral.

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 2010, except for the Company’s use of commercial pricing services

to value certain collateralized mortgage obligations (“CMO-Bs”) which commenced in the first quarter

of 2010.

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.

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)

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.

The following valuation methods and assumptions were used by the Company in estimating the reported

values for the investments and derivatives described below:

Fixed maturities: The fair values for the actively traded marketable bonds are determined based upon the

quoted market prices and are classified as Level 1 assets. Assets in this category would primarily

include certain US Treasury securities. 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. This category includes US and foreign corporate bonds, ABS, US agency and government

guaranteed securities, CMBS, and RMBS, including CMO-Bs.

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

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)

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, independent broker quotes are solicited. Securities priced using independent broker

quotes are classified as Level 3.

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, 2010, $235.3 and $17.3 billion of a

total of $22.0 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.

All prices and broker quotes obtained 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. For CMO-Bs, the average of several broker quotes may be used when multiple quotes

are available. 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.

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.

Trading activity for the Company’s RMBS, particularly subprime and Alt-A RMBS, declined during

2008 as a result of the dislocation of the credit markets. 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. Due to increased trade activity of Alt-A RMBS during the second half of 2009, the Company

determined that the Alt-A RMBS

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)

should be transferred to Level 2 of the valuation hierarchy as its overall assessment of the market was

that it was 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.

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 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.

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 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. The Company’s own credit risk is also considered and incorporated in the

Company’s valuation process. 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 guarantees, which can

be either assets or liabilities, for annuity contracts containing guaranteed riders for Guaranteed

Minimum Accumulated 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

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)

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 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, 2010, the credit spreads of ING and the Company increased by

approximately 150 basis points from December 31, 2009, which contributed to 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 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.

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 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 the

lower of either the present value of expected cash flows from the loan, discounted at the loan’s effective

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)

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.

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

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)

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. 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, 2010, the Company did not have any securities pledged in

dollar rolls and repurchase agreement transactions. At December 31, 2009, the carrying value of the

securities pledged in dollar rolls and repurchase agreement transactions was $354.1 and is included in

Securities pledged on the Balance Sheets. The repurchase obligation related to dollar rolls and

repurchase agreements, including accrued interest, totaled $0 and $311.1 at December 31, 2010 and

2009, respectively, and is included in Borrowed money on the Balance Sheets. In addition to the

repurchase obligation, at December 31, 2009, the Company held $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, 2010 and 2009, 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, 2010. The Company believes the counterparties to the dollar rolls,

repurchase, and reverse repurchase agreements are financially responsible and that the counterparty risk

is minimal.

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, 2010 and 2009, the fair value of loaned securities was $139.7 and $163.7, respectively,

and is included in Securities pledged on the Balance Sheets.

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)

Derivatives

The Company’s use of derivatives is limited mainly to economic hedging purposes to reduce the

Company’s exposure to cash flow variability of assets and liabilities, interest rate risk, credit risk, and

market risk.

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.

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 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 contract owners 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 funds withheld

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 contract owners in the

Statement of Operations.

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)

DAC and VOBA

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.

Internal Replacements

Contract owners 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. 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

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)

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.

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 deviations from, the assumptions used can significantly affect the

Company’s reserve levels 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 vary by product and ranged from 0% to 7.8%

for the years 2010, 2009, and 2008.

Reserves for individual immediate annuities with life contingent payout benefits are computed on the

basis of assumed interest discount rate, mortality, and expenses, including a margin for adverse

deviations. Such assumptions generally vary by annuity

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)

plan type, year of issue, and policy duration. For the years 2010, 2009, and 2008, immediate annuity

reserve interest rates ranged from 0% to 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 contract owners and related expenses, less the present value

of future net premiums.

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.

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)

*Sales Inducements*

Sales inducements represent benefits paid to contract owners 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 contract owners using methodologies and
assumptions consistent with those used for amortization of DAC.

*Revenue Recognition*

For universal life and most annuity contracts, charges assessed against contract owner 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.

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 contract owners 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
contract owners. 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 contract owner 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;

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)


§	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.

Deposits and Reinsurance Recoverable

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 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 8.0% of the Company’s ordinary life insurance in force and 28.0%

of life insurance premium income. The amount of dividends to be paid is determined annually by the

Board of Directors. Amounts allocable to participating contract owners are based on published dividend

projections or expected dividend scales. Dividends to participating policyholders of $12.1, $12.4, and

$13.7, were incurred during the years ended December 31, 2010, 2009, and 2008, respectively.

Income Taxes

The Company files a consolidated federal income tax return with ING America Insurance Holdings, Inc.

(“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.

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 were as follows as of December 31, 2010.


		Gross	Gross
		Unrealized	Unrealized
	Amortized	Capital	Capital		Fair
	Cost	Gains	Losses	OTTI⁽²⁾	Value
Fixed maturities:
U.S. Treasuries	$ 1,595.7	$ 19.4	$ 2.4	$ -	$ 1,612.7
U.S. government agencies and authorities	24.2	0.3	0.2	-	24.3
State, municipalities, and political subdivisions	126.5	3.6	11.6	-	118.5

U.S. corporate securities:
Public utilities	1,526.4	83.2	18.4	-	1,591.2
Other corporate securities	7,514.5	366.7	63.2	0.3	7,817.7
Total U.S. corporate securities	9,040.9	449.9	81.6	0.3	9,408.9

Foreign securities⁽¹⁾:
Government	474.6	39.0	4.3	-	509.3
Other	4,742.9	216.7	69.9	0.1	4,889.6
Total foreign securities	5,217.5	255.7	74.2	0.1	5,398.9

Residential mortgage-backed securities	2,028.7	240.8	31.3	67.2	2,171.0
Commercial mortgage-backed securities	2,112.2	125.8	31.8	7.3	2,198.9
Other asset-backed securities	1,213.9	17.8	92.0	32.1	1,107.6

Total fixed maturities, including securities
pledged	21,359.6	1,113.3	325.1	107.0	22,040.8
Less: securities pledged	886.6	17.5	14.7	-	889.4
Total fixed maturities	20,473.0	1,095.8	310.4	107.0	21,151.4
Equity securities	142.1	8.1	0.0	-	150.2
Total investments	$ 20,615.1	$ 1,103.9	$ 310.4	$ 107.0	$ 21,301.6

⁽¹⁾Primarily U.S. dollar denominated.

⁽²⁾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 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	1,713.1	210.7	150.7	70.9	1,702.2
Commercial mortgage-backed securities	3,012.5	25.3	448.2	-	2,589.6
Other asset-backed securities	1,226.0	11.8	316.8	28.4	892.6

Total fixed maturities, including securities
pledged	18,765.3	713.4	1,168.0	100.1	18,210.6
Less: securities pledged	1,079.4	35.3	22.2	-	1,092.5
Total fixed maturities	17,685.9	678.1	1,145.8	100.1	17,118.1
Equity securities	150.8	4.3	0.8	-	154.3
Total investments	$ 17,836.7	$ 682.4	$ 1,146.6	$ 100.1	$ 17,272.4

⁽¹⁾Primarily U.S. dollar denominated.

⁽²⁾Represents other-than-temporary impairments reported as a component of Other comprehensive income (“noncredit impairments”).

At December 31, 2010 and 2009, net unrealized gains (losses) were $689.3 and $(551.2), 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 total fixed maturities, including securities pledged, as of

December 31, 2010, 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	$ 805.0	$ 821.6
After one year through five years	5,775.1	6,018.0
After five years through ten years	5,214.7	5,394.9
After ten years	4,210.0	4,328.8
Mortgage-backed securities	4,140.9	4,369.9
Other asset-backed securities	1,213.9	1,107.6
Fixed maturities, including securities pledged	$ 21,359.6	$ 22,040.8

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, 2010 and 2009.

At December 31, 2010 and 2009, fixed maturities with fair values of $12.4 and $12.1, 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, 2010 and

2009, approximately 22.9% and 26.1%, 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.

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, 2010

and 2009, the Company had $1,579.6 and $1,304.5, respectively, in non-putable funding agreements,

including accrued interest, issued to the FHLB. These non-putable funding agreements are included in

Future policy benefits and claims reserves, in the Balance Sheets. At December 31, 2010 and 2009,

assets with a market value of $1,930.1 and $1,657.9, 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.

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)

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 US 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 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.

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)

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.

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 and determined that consolidation of these investments in

the Company’s financial statements is not required, as the Company is not the primary beneficiary,

because the Company does not have both the power to direct the activities that most significantly impact

the entity’s economic performance and the obligation or right to potentially significant losses or

benefits, for any of its investments in VIEs. Rather, the VIEs are accounted for using the cost or equity

method of accounting. The Company provided no non-contractual financial support and its carrying

value represents the Company’s exposure to loss. The carrying value of collateralized loan obligations

(“CLOs”) of $2.7 and $2.3 at December 31, 2010 and 2009, respectively, is 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.

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, 2010 and 2009.

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)

		2010						2009
		% 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	$ 124.6	28.8%	$ 12.4		2.9%	$ 170.1		13.5%	$ 21.2	1.7%
More than six months and twelve
months or less below amortized
cost	2.2	0.5%	0.1		0.0%		259.3	20.4%	200.8	15.8%
More than twelve months below
amortized cost	124.9	28.9%	167.9		38.9%		419.0	33.0%	197.7	15.6%
Total unrealized capital losses	$ 251.7	58.2%	$ 180.4		41.8%	$ 848.4		66.9%	$ 419.7	33.1%

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, 2010 and 2009.

		Six Months			More than
		or Less		Six Months and				More than	Total
		Below		Twelve Months			Twelve Months		Unrealized
		Amortized		or Less Below				Below	Capital
2010		Cost		Amortized Cost			Amortized Cost		Losses
Interest rate or spread widening		$ 128.4		$ 2.1			$ 39.9		$ 170.4
Mortgage and other asset-backed securities			8.6			0.2		252.9		261.7
Total unrealized capital losses		$ 137.0		$ 2.3			$ 292.8		$ 432.1
Fair value		$ 5,096.8		$ 86.9			$ 1,622.6		$ 6,806.3

2009
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		$ 5,275.0		$ 1,059.8			$ 2,707.3		$ 9,042.1


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, 2010 and 2009.

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)


			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
2010
U.S. Treasuries	$ 677.8	$ 2.4	$ $				$ $			$ 677.8	$ 2.4
U.S. government agencies and
authorities	18.1	0.2								18.1		0.2
U.S. corporate, state, and
municipalities	2,494.7	73.0		37.1		1.0	258.9		19.5	2,790.7		93.5
Foreign	1,277.5	52.8		35.8		1.1	195.4		20.4	1,508.7		74.3
Residential mortgage-backed	472.6	7.2		1.0		0.1	336.5		91.2	810.1		98.5
Commercial mortgage-backed	22.6	0.4		4.3		0.1	390.2		38.6	417.1		39.1
Other asset-backed	133.5	1.0		8.7		0.0	441.6		123.1	583.8		124.1
Total	$ 5,096.8	$ 137.0	$ 86.9		$ 2.3		$ 1,622.6	$ 292.8		$ 6,806.3	$ 432.1

2009
U.S. Treasuries	$ 3,761.2	$ 80.0	$ -		$ -		$ -	$ -		$ 3,761.2	$ 80.0
U.S. government agencies and
authorities	15.2	0.8		8.2		0.8	-		-	23.4		1.6
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	138.2	46.5		185.1		92.3	253.5		82.8	576.8		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	$ 5,275.0	$ 191.3	$ 1,059.8		$ 460.1		$ 2,707.3	$ 616.7		$ 9,042.1	$ 1,268.1

Of the unrealized capital losses aged more than twelve months, the average market value of the related

fixed maturities was 81.6% of the average book value as of December 31, 2010.

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) 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,

2010 and 2009.


	Amortized Cost		Unrealized Capital Loss		Number of Securities
	< 20%	> 20%	< 20%	> 20%	< 20%	> 20%
2010
Six months or less below amortized cost	$ 5,650.7	$ 49.3	$ 172.3	$ 13.2	585	14
More than six months and twelve months or less
below amortized cost	289.5	18.9	15.9	4.8	46	3
More than twelve months below amortized cost	688.7	541.3	40.6	185.3	95	137
Total	$ 6,628.9	$ 609.5	$ 228.8	$ 203.3	726	154

2009
Six months or less below amortized cost	$ 6,183.9	$ 396.5	$ 265.1	$ 111.8	282	96
More than six months and twelve months or less
below amortized cost	1,250.9	981.6	68.8	433.2	191	115
More than twelve months below amortized cost	616.0	881.3	27.8	361.4	113	158
Total	$ 8,050.8	$ 2,259.4	$ 361.7	$ 906.4	586	369


	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, 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, 2010 and 2009.

	Amortized Cost			Unrealized Capital Loss		Number of Securities
	< 20%		> 20%	< 20%	> 20%	< 20%	> 20%
2010
U.S. Treasuries	$ 680.2	$ -		$ 2.4	$ -	2	-
U.S. government agencies and authorities	18.3		-	0.2	-	2	-
U.S. corporate, state and municipalities	2,850.0		34.2	84.1	9.4	279	6
Foreign	1,563.7		19.3	69.2	5.1	142	7
Residential mortgage-backed	636.6		272.0	22.1	76.4	121	77
Commercial mortgage-backed	418.6		37.6	22.1	17.0	27	9
Other asset-backed	461.5		246.4	28.7	95.4	153	55
Total	$ 6,628.9	$ 609.5		$ 228.8	$ 203.3	726	154

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	334.8		463.6	35.9	185.7	83	119
Commercial mortgage-backed	1,534.5		926.5	104.2	344.0	96	60
Other asset-backed	463.6		621.4	39.1	306.1	69	128
Total	$ 8,050.8	$ 2,259.4		$ 361.7	$ 906.4	586	369

For the year ended December 31, 2010, unrealized capital losses on fixed maturities decreased by

$836.0. Lower unrealized losses are due to lower yields and the overall tightening of credit spreads

since the end of 2009, leading to higher fair value of fixed maturities.

At December 31, 2010, the Company had 1 fixed maturity with an unrealized capital loss in excess of

$10.0. The unrealized capital loss on this fixed maturity equaled $17.8, or 4.1% of the total unrealized

losses, as of December 31, 2010. At December 31, 2009, the Company had 19 fixed maturities with

unrealized capital losses in excess of $10.0. The unrealized capital losses on these fixed maturities

equaled $353.9, or 27.9% of the total unrealized losses, as of December 31, 2009.

All investments with fair values less than amortized cost are included in the Company’s other-than-

temporary impairment analysis, and impairments were recognized as disclosed

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)

in “Other-Than-Temporary Impairments,” which follows this section. After detailed impairment analysis

was completed, management determined that the remaining investments in an unrealized loss position

were not other-than-temporarily impaired, and therefore no further other-than-temporary impairment

was necessary.

Other-Than-Temporary Impairments

The following tables identify the Company’s credit-related and intent-related impairments included in

the Statements of Operations, excluding noncredit impairments included in Accumulated other

comprehensive income (loss), by type for the years ended December 31, 2010, 2009, and 2008.


	2010		2009		2008
		No. of		No. of		No. of
	Impairment	Securities	Impairment	Securities	Impairment	Securities
U.S. treasuries	$ -	-	$ 114.7	10	$ -	-
U.S. corporate	4.8	19	55.2	55	289.1	230
Foreign⁽¹⁾	30.7	23	31.1	45	229.4	108
Residential mortgage-backed	24.5	67	78.6	84	289.8	98
Commercial mortgage-backed	23.2	7	70.9	5	107.4	26
Other asset-backed	104.6	54	114.5	44	75.1	67
Equity securities	0.0	1	3.3	5	32.0	12
Public utilities	0.3	5	-	-	-	-
Mortgage loans on real estate	6.3	5	20.9	8	4.8	1
Limited partnerships	-	-	0.4	1	0.5	1
Total	$ 194.4	181	$ 489.6	257	$ 1,028.1	543

⁽¹⁾Primarily U.S. dollar denominated.

The above tables include $95.5, $171.2, and $369.7 for the years ended December 31, 2010, 2009, and

2008, respectively, in other-than-temporary write-downs related to credit impairments, which are

recognized in earnings. The remaining $98.9, $318.4, and $658.4 in write-downs for the years ended

December 31, 2010, 2009, and 2008, respectively, are related to intent impairments.

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 following tables summarize these intent impairments, which are also recognized in earnings, by

type for the years ended December 31, 2010, 2009, and 2008.


	2010		2009		2008
		No. of		No. of		No. of
	Impairment	Securities	Impairment	Securities	Impairment	Securities
U.S. Treasuries	$ -	-	$ 114.7	10	$ -	-
U.S. Corporate	3.8	18	45.9	41	199.8	178
Foreign⁽¹⁾	12.8	18	25.6	41	146.5	87
Residential mortgage-backed	6.1	11	2.9	1	142.9	40
Commercial mortgage-backed	3.9	2	70.9	5	107.4	26
Other asset-backed	72.0	35	58.4	13	61.8	32
Public utilities	0.3	5	-	-	-	-
Total	$ 98.9	89	$ 318.4	111	$ 658.4	363

⁽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. In late first quarter 2011, the Company changed its intent to hold certain securities and will

record other-than-temporary impairments of approximately $50.0.

The following tables identify the noncredit impairments recognized in Accumulated other

comprehensive income (loss) by type for the years ended December 31, 2010 and 2009.


	2010		2009
		No of		No of
	Impairment	Securities	Impairment	Securities
U.S. corporate	$ - *	2	$ -	-
Commercial mortgage-backed	17.6	5	-	-
Residential mortgage-backed	22.4	33	28.4	26
Other asset-backed	65.7	16	20.9	15
Total	$ 105.7	56	$ 49.3	41

* Less than $0.1.

The remaining fair value of fixed maturities with other-than-temporary impairments as of December 31,

2010, 2009, and 2008 was $2.3 billion, $2.4 billion, and $2.3 billion, respectively.

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 tables identify the amount of credit impairments on fixed maturities for the years ended

December 31, 2010 and 2009, for which a portion of the OTTI was recognized in Accumulated other

comprehensive income (loss), and the corresponding changes in such amounts.


	2010	2009
Balance at January 1	$ 123.3	$ -
Implementation of OTTI guidance included in ASC Topic 320⁽¹⁾	-	92.7
Additional credit impairments:
On securities not previously impaired	20.0	21.7
On securities previously impaired	20.2	13.8
Reductions:
Securities sold, matured, prepaid or paid down	(27.0)	(4.9)
Balance at December 31	$ 136.5	$ 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, 2010, 2009, and

2008.


		2010	2009	2008
Fixed maturities		$ 1,182.2	$ 1,240.9	$ 1,361.0
Equity securities, available-for-sale		6.4	21.0	(0.2)
Mortgage loans on real estate		180.8	198.7	223.6
Real Estate		(3.3)	-	-
Policy loans		7.2	7.6	8.8
Short-term investments and cash equivalents		4.1	5.6	4.5
Other		32.1	(1.2)	(53.3)
Gross investment income		1,409.5	1,472.6	1,544.4
Less: investment expenses		53.1	60.2	106.4
Net investment income		$ 1,356.4	$ 1,412.4	$ 1,438.0


	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)

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 credit-related and

intent-related other-than-temporary impairment of investments and changes in fair value of fixed

maturities accounted for using the fair value option and 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, 2010, 2009, and 2008.


	2010	2009	2008
Fixed maturities, available-for-sale, including net OTTI of
$(187.8), $(465.0), and $(990.8) in 2010, 2009, and 2008,
respectively	$ 11.8	$ (298.0)	$ (976.0)
Fixed maturities at fair value using the fair value option	(14.6)	117.6	0.1
Equity securities, available-for-sale, including net OTTI of $0,
$(3.3), and $(32.0) in 2010, 2009, and 2008, respectively	1.9	6.4	(52.9)
Derivatives	(795.6)	(2,307.2)	(447.5)
Other investments, including net OTTI of $(6.6), $(21.3), and
$(5.3) in 2010, 2009, and 2008, respectively	(9.1)	(15.9)	(5.4)
Net realized capital losses	$ (805.7)	$ (2,497.1)	$ (1,481.7)
After-tax net realized capital losses	$ (580.7)	$ (1,590.2)	$ (1,337.1)

Proceeds from the sale of fixed maturities and equity securities and the related gross realized gains and

losses were as follows for the periods ended December 31, 2010, 2009, and 2008.


		2010	2009	2008
Proceeds on sales		$ 6,211.7	$ 5,202.4	$ 6,893.4
Gross gains		243.1	173.3	100.2
Gross losses		37.4	98.3	164.9

	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)

3.	Financial Instruments

	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, 2010 and 2009.


			2010
	Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities including securities pledged:
U.S. Treasuries	$ 1,552.3	$ 60.4	$ -		$ 1,612.7
U.S government agencies and authorities	-	24.3		-	24.3
U.S. corporate, state and municipalities	-	9,487.3		40.1	9,527.4
Foreign	-	5,389.1		9.8	5,398.9
Residential mortgage-backed securities	-	1,979.5		191.5	2,171.0
Commercial mortgage-backed securities	-	2,198.9		-	2,198.9
Other asset-backed securities	-	458.2		649.4	1,107.6
Equity securities, available-for-sale	136.7	-		13.5	150.2
Derivatives:
Interest rate contracts	2.6	162.5		12.0	177.1
Foreign exchange contracts	-	5.1		-	5.1
Equity contracts	12.4	-		95.3	107.7
Credit contracts	-	3.2		-	3.2
Embedded derivative on reinsurance	-	20.9		-	20.9
Cash and cash equivalents, short-term investments, and short-
term investments under securities loan agreement	1,155.8	-		-	1,155.8
Assets held in separate accounts	44,413.3	-		-	44,413.3
Total	$ 47,273.1	$ 19,789.4	$ 1,011.6		$ 68,074.1

Liabilities:
Investment contract guarantees:
Fixed Indexed Annuities (“FIA”)	$ -	$ -	$ 1,165.5		$ 1,165.5
Guaranteed Minimum Withdrawal and Accumulation
Benefits (“GMWB” and “GMAB”)	-	-		77.0	77.0
Embedded derivative on reinsurance
Derivatives:
Interest rate contracts	-	419.2		0.3	419.5
Foreign exchange contracts	-	42.1		-	42.1
Equity contracts	0.8	-		16.0	16.8
Credit contracts	-	0.1		14.4	14.5
Total	$ 0.8	$ 461.4	$ 1,273.2		$ 1,735.4


(1)	Level 3 net assets and liabilities accounted for (0.4)% 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 (1.2)%.

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)

				2009
		Level 1	Level 2		Level 3⁽¹⁾	Total
Assets:
Fixed maturities including securities pledged:
U.S. Treasuries	$ 4,123.5		$ -	$ -		$ 4,123.5
U.S government agencies and authorities		-	24.6		-	24.6
U.S. corporate, state and municipalities		-	5,559.2		-	5,559.2
Foreign		-	3,318.9		-	3,318.9
Residential mortgage-backed securities		-	659.8		1,042.4	1,702.2
Commercial mortgage-backed securities		-	2,589.6		-	2,589.6
Other asset-backed securities		-	468.7		423.9	892.6
Equity securities, available-for-sale		149.8	-		4.5	154.3
Derivatives:
Interest rate contracts		-	83.0		-	83.0
Foreign exchange contracts		-	14.2		-	14.2
Equity contracts		42.8	-		215.5	258.3
Credit contracts		-	0.3		-	0.3
Embedded derivative on reinsurance		-	38.7		-	38.7
Cash and cash equivalents, short-term investments, and short-
term investments under securities loan agreement		2,245.1	8.0		-	2,253.1
Assets held in separate accounts		42,996.1	-		-	42,996.1
Total	$ 49,557.3		$ 12,765.0	$ 1,686.3		$ 64,008.6

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
Embedded derivative on reinsurance		-	-
Derivatives:
Interest rate contracts		-	325.2		-	325.2
Foreign exchange contracts		-	53.0		-	53.0
Equity contracts		3.2	-		13.1	16.3
Credit contracts		-	15.4		90.5	105.9
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%.

Transfers in and out of Level 1 and 2

Certain US Treasury securities valued by commercial pricing services where prices are derived using

market observable inputs have been transferred from Level 1 to Level 2. These securities for the year

ended December 31, 2010, include US Treasury strips of

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)

$79.4 in which prices are modeled incorporating 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. The Company’s policy is to recognize transfers in and transfers out

as of the beginning of the reporting period.

Valuation of Financial Assets and Liabilities

As described below, certain assets and liabilities are measured at estimated fair value on the Company’s

Balance Sheets. In addition, further disclosure of estimated fair values is included in this Financial

Instruments footnote. The Company defines fair value as the price that would be received to sell an asset

or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or

liability in an orderly transaction between market participants on the measurement date. The exit price

and the transaction (or entry) price will be the same at initial recognition in many circumstances.

However, in certain cases, the transaction price may not represent fair value. The fair value of a liability

is based on the amount that would be paid to transfer a liability to a third-party with an equal credit

standing. Fair value is required to be a market-based measurement which is determined based on a

hypothetical transaction at the measurement date, from a market participant’s perspective. The Company

considers three broad valuation techniques when a quoted price is unavailable: (i) the market approach,

(ii) the income approach and (iii) the cost approach. The Company determines the most appropriate

valuation technique to use, given the instrument being measured and the availability of sufficient inputs.

The Company prioritizes the inputs to fair valuation techniques and allows for the use of unobservable

inputs to the extent that observable inputs are not available.

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 2010, except for the Company’s use of commercial pricing services

to value CMO-Bs which commenced in the first quarter of 2010.

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)

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 values 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-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)

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities for the year ended December 31,

2010.


					December 31, 2010
									Change in
									unrealized gain
	Fair Value	Total realized/unrealized			Purchases,	Transfers	Transfers	Fair Value	s
									(losses) include
	as of	gains (losses) included in:			issuances, and	in to	out of	as of	d
	January 1	Net income		OCI	settlements	Level 3⁽²⁾	Level 3⁽²⁾	December 31	in earnings⁽³⁾
Fixed maturities, including securities pledged:
U.S. corporate, state and municipalities	$ -	$ -	$ (0.6)		$ (1.4)	$ 42.1	$ -	$ 40.1	$ -
Foreign	-			0.4	5.3	4.1		9.8	(0.2)
Residential mortgage-backed securities	1,042.4	(1.1)		(0.4)	(41.9)	13.2	(820.7)	191.5	(6.7)
Commercial mortgage-backed securities								-
Other asset-backed securities	423.9	(104.3)		212.7	(99.7)	216.8	-	649.4	(105.5)
Total fixed maturities, including securities pledged:	1,466.3	(105.4)		212.1	(137.7)	276.2	(820.7)	890.8	(112.4)

Equity securities, available for sale	4.5	(0.7)		0.1	9.6	-	-	13.5	-

Derivatives, net	111.9	(71.3)		-	36.0	-	-	76.6	27.9

Investment contract guarantees:
FIA	(927.2)	(230.0)		-	(8.3)	-	-	(1,165.5)	-
GMWB/GMAB	(73.9)	(7.2)		-	4.1	-	-	(77.0)	-
Total Investment contract guarantees	(1,001.1)	(237.2) ⁽¹⁾		-	(4.2)	-	-	(1,242.5)	-


⁽¹⁾	This amount is included in Interest credited and other benefits to contract owners 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.
⁽²⁾	The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
⁽³⁾	For financial instruments still held as of December 31. Amounts are included in Net investment income and Net realized capital losses on the Statements of Operations.

C-49

ING USA Annuity and Life Insurance Company

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

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The following table summarizes the changes in fair value of the Company’s Level 3 assets and liabilities for the year ended

December 31, 2009.


					December 31, 2009
									Change in
									unrealized gai
	Fair Value	Total realized/unrealized			Purchases,	Transfers	Transfers	Fair Value	ns
					issuances, an				(losses) include
	as of	gains (losses) included in:			d	in to	out of	as of	d
	January 1	Net income		OCI	settlements	Level 3⁽²⁾	Level 3⁽²⁾	December 31	in earnings⁽³⁾
Fixed maturities, including securities pledged:
U.S. corporate, state and municipalities	$ -	$ -	$ -		$ -	$ -	$ -	$ -	$ -
Foreign								-
Residential mortgage-backed securities	1,978.9	44.6		155.7	(441.4)	-	(695.4)	1,042.4	(9.7)
Commercial mortgage-backed securities								-
Other asset-backed securities	507.3	(1.9)		4.1	(85.6)	-	-	423.9	(31.1)
Total fixed maturities, including securities	2,486.2	42.7		159.8	(527.0)	-	(695.4)	1,466.3	(40.8)
pledged:

Equity securities, available for sale	-	-		0.1	1.6	2.8	-	4.5	-

Derivatives, net	45.2	(111.5)		-	143.1		35.2	112.0	119.9

Investment contract guarantees:
FIA	(638.9)	(151.6)		-	(136.7)	-	-	(927.2)	-
GMWB/GMAB	(153.0)	85.3		-	(6.2)	-	-	(73.9)	-
Total Investment contract guarantees	(791.9)	(66.3) ⁽¹⁾		-	(142.9)	-	-	(1,001.1)	-


⁽¹⁾This amount is included in Interest credited and other benefits to contract owners 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.
(2)	The Company’s policy is to recognize transfers in and transfers out as of the beginning of the reporting period.
(3)	For financial instruments still held as of December 31. Amounts are included in Net investment income and Net realized capital losses on the Statements of Operations.

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)

The transfers out of Level 3 during the year ended December 31, 2010 in Fixed maturities,

including securities pledged, are primarily due to the Company’s use of commercial pricing

services to value CMO-Bs. 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 and have been classified as

Level 2. The CMO-Bs had previously been valued by using the average of broker quotes when

more than one broker quote was provided.

The remaining transfers in and out of Level 3 for fixed maturities during the year ended

December 31, 2010, are due to the variation in inputs relied upon for valuation each quarter.

Securities that are primarily valued using independent broker quotes when prices are not

available from one of the commercial pricing services are reflected as transfers into Level 3, as

these securities are generally less liquid with very limited trading activity or where less

transparency exists corroborating the inputs to the valuation methodologies. When securities are

valued using more widely available information, the securities are transferred out of Level 3 and

into Level 1 or 2, as appropriate.

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 carrying values and estimated fair values of certain of the Company’s financial instruments

were as follows at December 31, 2010 and 2009.


		2010		2009
	Carrying	Fair	Carrying	Fair
	Value	Value	Value	Value
Assets:
Fixed maturities, available-for-sale, including
securities pledged	$ 21,803.1	$ 21,803.1	$ 18,018.0	$ 18,018.0
Fixed maturities at fair value using the fair value
option	237.7	237.7	192.6	192.6
Equity securities, available-for-sale	150.2	150.2	154.3	154.3
Mortgage loans on real estate	2,967.9	3,036.0	3,413.2	3,285.3
Loan - Dutch State obligation	843.9	795.7	1,026.0	971.4
Limited partnerships/corporations	295.8	295.8	252.6	252.6
Policy loans	122.1	122.1	131.6	131.6
Cash, cash equivalents, Short-term investments, and
Short-term investments under securities loan
agreement	1,155.8	1,155.8	2,253.1	2,253.1
Derivatives	293.1	293.1	355.8	355.8
Other investments	1.8	1.8	3.5	3.5
Deposits from affiliates	1,600.4	1,577.3	1,752.0	1,873.6
Embedded derivative on reinsurance	20.9	20.9	38.7	38.7
Assets held in separate accounts	44,413.3	44,413.3	42,996.1	42,996.1
Liabilities:
Investment contract liabilities:
Deferred annuities	20,819.6	20,272.4	20,188.3	20,766.5
Guaranteed investment contracts and funding
agreements	2,218.3	1,909.5	2,646.5	2,718.3
Supplementary contracts and immediate annuities	803.3	716.8	823.6	782.7
Derivatives	492.9	492.9	500.4	500.4
Investment contract guarantees:
Fixed indexed annuities	1,165.5	1,165.5	927.2	927.2
Guaranteed minimum withdrawal and
accumulation benefits	77.0	77.0	73.9	73.9
Notes to affiliates	435.0	447.2	435.0	426.9

The following disclosures are made in accordance with the requirements of ASC Topic 825

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.

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)

ASC Topic 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 from the Dutch Strip Yield Curve.

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 is estimated based on the Company’s

percentage of ownership 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.

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

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)

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 rate.

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.

Mortgage Loans on Real Estate

The Company’s mortgage loans on real estate are summarized as follows at December 31, 2010

and 2009.


	2010	2009
	Carrying Value	Carrying Value
Total commercial mortgage loans	$ 2,970.9	$ 3,417.3
Collective valuation allowance	(3.0)	(4.1)
Total net commercial mortgage loans	$ 2,967.9	$ 3,413.2

As of December 31, 2010, all commercial mortgage loans are held-for-investment. The

Company diversifies its commercial mortgage loan portfolio by geographic region and property

type to reduce concentration risk. The Company manages risk when originating commercial

mortgage loans by generally lending only up to 75% of the estimated fair value of the underlying

real estate. All mortgage loans are evaluated by seasoned underwriters, including an appraisal of

loan-specific credit quality, property characteristics, and market trends, and assigned a quality

rating using the Company’s internally developed quality rating system. Loan performance is

continuously monitored on a loan-specific basis through the review of borrower submitted

appraisals, operating statements, rent revenues and annual inspection reports, among other items.

This review ensures properties are performing at a consistent and acceptable level to secure the

debt.

C-54

ING USA Annuity and Life Insurance Company

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

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The Company has established a collective valuation allowance for probable incurred, but not

specifically identified, losses related to factors inherent in the lending process. The changes in

the collective valuation allowance were as follows for the years ended December 31, 2010 and

2009.


	2010	2009
	Carrying Value	Carrying Value
Collective valuation allowance for losses, beginning of year⁽¹⁾	$ 4.1	$ -
Addition to / (release of) allowance for losses	(1.1)	4.1
Collective valuation allowance for losses, end of year	$ 3.0	$ 4.1
⁽¹⁾Allowance was not recorded prior to 2009.

The commercial mortgage loan portfolio is the recorded investment, prior to collective valuation

allowances, by the indicated loan-to-value ratio and debt service coverage ratio, as reflected in

the following tables at December 31, 2010 and 2009.


	2010⁽¹⁾	2009⁽¹⁾
Loan-to-Value Ratio:
0% - 50%	$ 1,140.4	$ 1,541.0
50% - 60%	707.7	742.5
60% - 70%	903.4	845.0
70% - 80%	197.6	264.9
80% - 90%	21.8	23.9
Total Commercial Mortgage Loans	$ 2,970.9	$ 3,417.3
⁽¹⁾Balances do not include allowance for mortgage loan credit losses.

	2010⁽¹⁾	2009⁽¹⁾
Debt Service Coverage Ratio:
Greater than 1.5x	$ 2,038.3	$ 2,356.1
1.25x - 1.5x	387.9	371.5
1.0x - 1.25x	255.2	284.1
Less than 1.0x	144.0	219.5
Mortgages secured by loans on land or construction loans	145.5	186.1
Total Commercial Mortgage Loans	$ 2,970.9	$ 3,417.3
⁽¹⁾Balances do not include allowance for mortgage loan credit losses.

The Company believes it has a high quality mortgage loan portfolio with 100% of commercial

mortgages classified as performing. The Company defines delinquent commercial mortgage

loans consistent with industry practice as 60 days past due. As of December 31, 2010, there

were no commercial loans classified as delinquent. The Company’s policy is to recognize

interest income until a loan becomes 90 days delinquent or foreclosure proceedings are

commenced, at which point interest accrual is

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)

discontinued. Interest accrual is not resumed until past due payments are brought current. At

December 31, 2010, there were no commercial mortgage loans on nonaccrual status.

All commercial mortgages are rated for the purpose of quantifying the level of risk. Those loans

with higher risk are placed on a watch list and are closely monitored for collateral deficiency or

other credit events that may lead to a potential loss of principal or interest. 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 on 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.

The carrying values and unpaid principal balances (prior to any charge-off) of impaired

commercial mortgage loans were as follows for the years ended December 31, 2010 and 2009.


	2010	2009
	Carrying Value	Carrying Value
Impaired loans without valuation allowances	$ 16.5	$ 48.2

Unpaid principal balance of impaired loans	$ 18.7	$ 65.0

Derivative Financial Instruments

See the Organization and 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 against rising interest rates.

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-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)

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: Certain 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). The Company also uses currency forward contracts to hedge policyholder liabilities in

variable annuity contracts which are linked to foreign indexes. The currency fluctuations 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.

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. 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.

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.

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

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)

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, 2010 and 2009.


		2010			2009
	Notional	Asset	Liability	Notional	Asset	Liability
	Amount	Fair Value	Fair Value	Amount	Fair Value	Fair Value
Derivatives: Qualifying for hedge
accounting⁽¹⁾
Interest rate contracts	79.5	$ 0.5	$ 7.2	114.0	$ -	$ 8.7
Foreign exchange contracts	25.4	-	0.2	-	-	-
Equity contracts	-	-	-	-	-	-
Credit contracts	-	-	-	-	-	-
Derivatives: Non-Qualifying for
hedge accounting⁽¹⁾
Interest rate contracts	17,450.9	176.6	412.3	6,773.3	83.0	316.5
Foreign exchange contracts	908.4	5.1	41.9	815.8	14.2	52.9
Equity contracts	9,269.8	107.7	16.8	10,344.0	258.3	16.3
Credit contracts	333.8	3.2	14.5	358.9	0.3	106.0

Embedded derivatives:
Within retail annuity products⁽²⁾		-	1,242.5		-	1,001.1
Within reinsurance agreement ⁽²⁾		20.9	-		38.7	-
Total		$ 314.0	$ 1,735.4		$ 394.5	$ 1,501.5


N/A - Not applicable.
(1)	The fair values of these derivatives are reported in Derivatives or Other liabilities on the Condensed Balance Sheets.
(2)	The fair values of embedded derivatives within retail annuity products and reinsurance agreements are reported in
	Future policy benefits and claim reserves on the Condensed Balance Sheets.

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)

Net realized gains (losses) on derivatives were as follows for the years ended December 31, 2010 and

2009.


	2010	2009
Derivatives: Qualifying for hedge accounting ⁽¹⁾	$ $
Interest rate contracts	(3.3)	(1.8)
Foreign exchange contracts	-	-
Equity contracts
Credit contracts
Derivatives: Non-Qualifying for hedge accounting ⁽¹⁾
Interest rate contracts	50.8	(183.8)
Foreign exchange contracts	9.3	(38.2)
Equity contracts	(853.4)	(2,070.4)
Credit contracts	1.0	(12.9)

Embedded derivatives:
Within retail annuity products⁽²⁾	237.2	(66.3)
Within reinsurance agreement ⁽²⁾	(17.8)	38.7
Total	$ (576.2)	$ (2,334.7)


*	Less than $0.1.
(1)	Changes in value are included in Net realized capital losses on the Condensed Statements of Operations.
(2)	Changes in value are included in Interest credited and other benefits to contract owners on the Condensed
	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. 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, 2010, the fair value of credit default swaps of $3.2 and $14.5 was included in Derivatives

and Other liabilities, respectively, on the Balance Sheets. At December 31, 2009, the fair value of credit

default swaps of $0.3 and $106.0

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)

	was included in Derivatives and Other liabilities, respectively, on the Balance Sheets. As of
	December 31, 2010 and 2009, the maximum potential future exposure to the Company on the sale of
	credit protection under credit default swaps was $308.1 and $122.9, respectively.

4.	Deferred Policy Acquisition Costs and Value of Business Acquired

	Activity within DAC was as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Balance at January 1	$ 3,718.0	$ 4,205.5	$ 2,908.4
Deferrals of commissions and expenses	197.4	411.7	781.7
Amortization:
Amortization	(616.9)	171.7	(814.9)
Interest accrued at 5% to 6%	230.2	191.3	146.4
Net amortization included in the Statements of Operations	(386.7)	363.0	(668.5)
Change in unrealized capital gains/losses on available-for-sale
securities	(373.7)	(1,262.2)	1,098.2
Effect of variable annuity guaranteed living benefits
reinsurance	-	-	85.7
Balance at December 31	$ 3,155.0	$ 3,718.0	$ 4,205.5

The estimated amount of DAC amortization expense, net of interest, is $157.9, $245.4, $327.7, $397.2,

and $377.1, for the years 2011, 2012, 2013, 2014, and 2015, respectively. Actual amortization incurred

during these years may vary as assumptions are modified to incorporate actual results.

Activity within VOBA was as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Balance at January 1	$ 113.4	$ 195.1	$ 128.7
Amortization:
Amortization	(30.1)	(7.5)	(18.7)
Interest accrued at 5% to 6%	5.2	6.7	6.7
Net amortization included in the Statements of Operations	(24.9)	(0.8)	(12.0)
Change in unrealized capital gains/losses on available-for-sale
securities	(20.4)	(80.9)	78.4
Balance at December 31	$ 68.1	$ 113.4	$ 195.1

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)

The estimated amount of VOBA amortization expense, net of interest, is $7.7, $8.6, $8.9, $8.6, and $7.9,

for the years 2011, 2012, 2013, 2014, and 2015, 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 increased for the year ended December 31, 2010 driven by

higher actual gross profits mainly resulting from improved net realized capital losses.

During 2010, 2009, and 2008, 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 2010, 2009, and 2008.


	2010	2009	2008
Impact of separate account growth and contract owner withdrawal
behavior different from assumptions	$ 114.2	$ (324.1)	$ 491.8
Impact of current year gross profit variances	(40.2)	342.6		227.2
Unlock of mortality, lapse, expense and mutual fund sharing
assumptions	(81.6)	88.9		(40.1)
Impact of refinements of gross profit projections	117.6	(0.9)		302.0
Total unlocking effect on Amortization of DAC and VOBA	$ 110.0	$ 106.5	$ 980.9


5.	Sales Inducements

	During the year ended December 31, 2010, the Company capitalized and amortized $46.9 and $(110.8),
	respectively, of sales inducements. During the year ended December 31, 2009, the Company capitalized
	and amortized $65.7 and $(222.5), respectively, of sales inducements. The unamortized balance of
	capitalized sales inducements, net of unrealized capital gains (losses) on available-for-sale securities,
	was $665.9 and $810.2 as of December 31, 2010 and 2009, respectively.

6.	Capital Contributions, Dividends and Statutory Information

	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 earned statutory surplus at the prior year end or (2) the Company’s prior year statutory net
	gain from operations.

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)

During 2010 and 2009, the Company did not pay any dividends or return of capital distributions to its
Parent. During 2008, the Company paid its Parent a cash return of capital distribution in the amount of
$900.0.

During the year ended December 31, 2010, the Company received $749.0 in capital contributions from
its Parent. On November 12, 2008, ING issued to The State of the Netherlands (the “Dutch State”) non-
voting Tier 1 securities for a total consideration of EUR 10 billion. On February 24, 2009, $2.2 billion
was contributed to the direct and indirect insurance company subsidiaries of ING AIH, of which $835.0
was contributed to the Company. The contribution was comprised of the proceeds from the investment
by the Dutch State and the redistribution of currently existing capital within ING. During 2008, the
Company received a $1.1 billion capital contribution from its Parent.

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 $(384.4), $(638.3), and $(831.4), for the years ended December 31, 2010, 2009, and 2008,
respectively. Statutory capital and surplus was $1,724.7 and $1,486.1 as of December 31, 2010 and
2009, respectively.	As prescribed by statutory accounting practices, statutory surplus as of
December 31, 2009 included the impact of a $239.0 capital contribution received by the Company from
its immediate Parent on February 19, 2010.

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 July 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.
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. During 2009, the Company elected this grade-in
provision as allowed under AG43 and as approved by the Division. The impact of the grade-in for the
year ended December 31, 2009 was an increase in reserves and a corresponding decrease in statutory
surplus of $79.2. Since the AG43 reserves as of December 31, 2010 were lower than reserves
established under previous standards, the Company did not elect the grade in provision.

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)

	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 (“RBC”) 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. To temper this positive RBC impact, and as a
	temporary measure at December 31, 2009 only, a 5% pre-tax RBC charge must be applied to the
	additional admitted deferred tax assets generated by SSAP 10R. The adoption for 2009 had a
	December 31, 2009 sunset; however, during 2010, the 2009 adoption, including the 5% pre-tax RBC
	charge, was extended through December 31, 2011. The effects on the Company’s statutory financial
	statements of adopting this change in accounting principle were increases to total assets and capital and
	surplus of $70.4 and $85.6 as of December 31, 2010 and 2009, respectively. This adoption had no
	impact on total liabilities or net income.

7.	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”), guaranteed minimum income benefits (“GMIB”), guaranteed minimum withdrawal
	for life benefit (LifePay “LP” and LifePay Plus “LPP”), guaranteed minimum accumulation benefits
	(“GMAB”) and guarantee minimum withdrawal benefits without lifetime guarantees (“GMWB”)
	additional reserves at December 31, 2010.

	Area	Assumptions/Basis for Assumptions
	Data used	Based on 1000 investment performance scenarios

	Mean investment performance	GMDB:
		The mean investment performance varies by fund group. In general we group all
		separate account returns into 6 fund groups, and generate stochastic returns for each of
		these fund groups. The overall mean separate account return is 8.125%. The general
		account fixed portion is a small percentage of the overall total.

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)


	GMIB / LP/LPP:
	8.125% based on a single fund group.

	AB/WB:
	Zero rate curve

Volatility	GMDB: 15.76%
	GMIB / LP/LPP: 16.53%
	AB/WB: Blended 1 year implied forward volatilities for GMAB/WB. The volatilities
	range between 6.1% and 36.03% base on fund type.

Mortality	Depending on Guaranteed Living Benefit Type, product, and issue year we use 55% to
	80% of the SoA 90-95 ultimate mortality table. This percentage grade to 100% over the
	ages of 80 to 120.

Lapse rates	Vary by contract type and duration; range between 1.0% and 30.0%.

Discount rates	GMDB and GMIB/LP/LPP:
	5.5%, based on management’s best estimate of the long term credited rate of return

	AB/WB:
	Zero rate curve + ING Bond spread; the ING Bond spread varies between 1.486% and
	2.575%

The calculation of the GMIB, LP, and LPP liabilities assumes dynamic surrenders and dynamic
utilization of the guaranteed benefit reserves.

ING USA Annuity and Life Insurance Company

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

Notes to Financial Statements

(Dollar amounts in millions, unless otherwise stated)

The separate account liabilities subject to 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, 2010 and 2009, and the paid and incurred amounts by

type for the years ended December 31, 2010 and 2009, 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, 2010	$ 44,413.3	$ 1,442.6	$ -	$ -
Separate account liability at
December 31, 2009	$ 42,996.1	$ 1,602.6	$ 15,418.6	$ 15,480.8

Additional liability balance:
Balance at January 1, 2009	$ 565.4	$ 153.0	$ -	$ -
Incurred guaranteed benefits	83.7	(79.1)	-		-
Paid guaranteed benefits	(171.5)	-	-		-
Balance at December 31, 2009	$ 477.6	$ 73.9	$ -	$ -
Incurred guaranteed benefits	21.4	13.8	-		-
Paid guaranteed benefits	(125.1)	(10.7)	-		-
Balance at December 31, 2010	$ 373.9	$ 77.0	$ -	$ -

	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 net amount at risk, net of reinsurance, and the weighted average attained age of contract owners by

type of minimum guaranteed benefit, were as follows as of December 31, 2010 and 2009.


	Guaranteed	Guaranteed	Guaranteed	Guaranteed
	Minimum	Minimum	Minimum	Withdrawal
	Death	Accumulation/	Income	For Life
	Benefit	Withdrawal Benefit	Benefit	Benefit
	(GMDB)	(GMAB/GMWB)	(GMIB)	(LP/LPP)
2010
Net amount at risk, net of reinsurance	$ 6,918.5	$ 52.4	$ -	$ -
Weighted average attained age	67	62	-	-

2009
Net amount at risk, net of reinsurance	$ 9,108.7	$ 104.9	$ -	$ -
Weighted average attained age	65	68	-	-

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, 2010 and

2009 was $44.4 billion and $43.0 billion, respectively.


8.	Income Taxes

	Income tax expense (benefit) consisted of the following for the years ended December 31, 2010, 2009,
	and 2008.


	2010	2009	2008
Current tax expense (benefit):
Federal	$ 622.9	$ (357.2)	$ (754.9)
Total current tax expense (benefit)	622.9	(357.2)	(754.9)
Deferred tax expense:
Federal	(678.0)	220.7	509.7
Total deferred tax (benefit) expense	(678.0)	220.7	509.7
Total income tax benefit	$ (55.1)	$ (136.5)	$ (245.2)

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)

Income taxes were different from the amount computed by applying the federal income tax rate to

income before income taxes for the following reasons for the years ended December 31, 2010, 2009, and

2008.


	2010	2009	2008
Income (loss) before income taxes	$ 26.2	$ (133.3)	$ (1,626.4)
Tax rate	35.0%	35.0%	35.0%
Income tax expense (benefit) at federal statutory rate	9.2	(46.6)	(569.2)
Tax effect of:
Dividend received deduction	(75.9)	(53.7)	(48.9)
Tax valuation allowance	64.0	(35.6)	379.1
Audit settlement	(49.2)	0.1	-
Tax credits	(3.5)	(1.0)	(5.0)
Other	0.3	0.3	(1.2)
Income tax benefit	$ (55.1)	$ (136.5)	$ (245.2)

Temporary Differences

The tax effects of temporary differences that give rise to Deferred tax assets and Deferred tax liabilities

at December 31, 2010 and 2009, are presented below.


	2010	2009
Deferred tax assets:
Future policy benefits	$ 503.4	$ 505.3
Goodwill	1.0	2.4
Investments	839.0	367.7
Employee compensation and benefits	43.2	39.7
Unrealized losses	-	125.1
Other	84.0	70.4
Total gross assets before valuation allowance	1,470.6	1,110.6
Less: valuation allowance	(199.6)	(308.6)
Assets, net of valuation allowance	1,271.0	802.0
Deferred tax liabilities:
Deferred policy acquisition costs	(1,231.3)	(1,445.4)
Unrealized gains	(139.3)	-
Value of business acquired	(31.3)	(39.3)
Other	(50.1)	(84.8)
Total gross liabilities	(1,452.0)	(1,569.5)
Net deferred income tax liability	$ (181.0)	$ (767.5)

Net unrealized capital gains (losses) are presented as a component of other comprehensive income (loss)

in Shareholder’s equity, net of deferred taxes.

Valuation allowances are provided when it is considered unlikely that deferred tax assets will be

realized. At December 31, 2010 and 2009, the Company had a tax valuation allowance of $187.5 and

$303.5, respectively, related to realized and unrealized capital

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)

losses. As of December 31, 2010 and 2009, the Company had a full tax valuation allowance of $12.1

and $5.1, respectively, related to foreign tax credits, the benefit of which is uncertain. The change in net

unrealized capital gains (losses) includes an increase (decrease) in the tax valuation allowance of

$(173.0), $(64.7), and $17.1 for the years ended December 31, 2010, 2009, and 2008, respectively.

Tax Sharing Agreement

The Company had a payable to ING AIH of $79.2 and $69.0 at December 31, 2010 and 2009,

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,

2010 and 2009 are as follows:


	2010	2009
Balance at beginning of period	$ 60.3	$ 64.9
Additions for tax positions related to the current year	-	9.1
Additions for tax positions related to prior years	28.0	3.2
Reductions for tax positions related to prior years	(60.2)	(16.9)
Reductions for settlements with taxing authorities	(0.1)	-
Balance at end of period	$ 28.0	$ 60.3

The Company had $2.7 and $53.4 of unrecognized tax benefits as of December 31, 2010 and 2009,

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 $0.0 and $4.4 as of December 31, 2010 and 2009, respectively.

The decrease during the tax period ended December 31, 2010 is primarily related to the settlement of the

2004-2008 federal audits.

Tax Regulatory Matters

In September 2010, the IRS completed its examination of the Company’s returns through tax year 2008.

The provision for the year ended December 31, 2010 reflected non-recurring favorable adjustments,

resulting from a reduction in the tax liability that was no longer deemed necessary based on the results

of the IRS examination, monitoring the

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)

	activities of the IRS with respect to certain issues with other taxpayers and the merits of the Company’s
	position.

	The Company is currently under audit by the IRS for tax years 2009 and 2010 and it is expected that the
	examination of tax year 2009 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
	$25.3. The timing of the payment of the remaining allowance of $2.7 cannot be reliably estimated. The
	Company and the IRS have agreed to participate in the Compliance Assurance Program (“CAP”) for the
	tax years 2009 and 2010.

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. 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.

	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 $11.0, $15.7, and $10.8, for the years ended 2010, 2009, and
	2008, 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

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)

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. The Savings Plan was amended

effective January 1, 2011, to permit Roth 401(k) contributions to be made to the Plan. 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. The cost allocated to the Company for the Savings Plan were $2.4, $4.2, and $5.6, for

the years ended December 31, 2010, 2009, and 2008, respectively, and are included in Operating

expenses in the Statements of Operations.

Non-Qualified Retirement Plans

Through December 31, 2001, the Company, in conjunction with ING North America, offered certain

eligible employees (other than Career Agents) a Supplemental Executive Retirement Plan and an Excess

Plan (collectively, the “SERPs”). Benefits under the SERPs are determined based on an eligible

employee’s years of service and average annual compensation for the highest five years during the last

ten years of employment.

The SERPs are non-qualified defined benefit pension plans, which means all the SERPs benefits are

payable from the general assets of the Company. These non-qualified defined benefit pension plans are

not guaranteed by the PBGC.

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)

Obligations and Funded Status

The following table summarizes the benefit obligations, fair value of plan assets, and funded status, for

the SERPs for the years ended December 31, 2010 and 2009.


	2010	2009
Change in Projected Benefit Obligation:
Projected benefit obligation, January 1	$ 25.9	$ 21.7
Interest cost	1.5	1.2
Benefits paid	(1.2)	(1.2)
Actuarial gain on obligation	(0.6)	4.3
The effect of any curtailment or settlement	(0.1)	(0.1)
Projected benefit obligation, December 31	$ 25.5	$ 25.9

Fair Value of Plan Assets:
Fair value of plan assets, December 31	$ -	$ -


Amounts recognized in the Consolidated Balance Sheets consist of:

	2010	2009
Accrued benefit cost	$ (25.5)	$ (25.9)
Accumulated other comprehensive income	7.5	9.1
Net amount recognized	$ (18.0)	$ (16.8)

Assumptions

The weighted-average assumptions used in the measurement of the December 31, 2010 and 2009,

benefit obligation for the SERPs were as follows:


	2010	2009
Discount rate at end of period	5.50%	6.00%
Rate of compensation increase	3.00%	1.50%

In determining the discount rate assumption, the Company utilizes current market information provided

by its plan actuaries (particularly the Citigroup Pension Discount Curve Liability Index), including a

discounted cash flow analysis of the Company’s pension obligation and general movements in the

current market environment. The discount rate modeling process involves selecting a portfolio of high

quality, noncallable bonds that will match the cash flows of the Retirement Plan. Based upon all

available information, it was determined that 5.5% was the appropriate discount rate as of December 31,

2010, to calculate the Company’s accrued benefit liability.

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)

The weighted-average assumptions used in calculating the net pension cost were as follows:


	2010	2009	2008
Discount rate	6.00%	6.00%	6.50%
Rate of increase in compensation levels	3.00%	1.50%	4.20%

Since the benefit plans of the Company are unfunded, an assumption for return on plan assets is not

required.

Net Periodic Benefit Costs

Net periodic benefit costs for the SERPs for the years ended December 31, 2010, 2009, and 2008, were

as follows:


		2010		2009		2008
Interest cost	$ 1.5		$ 1.3		$ 1.3
Net actuarial loss recognized in the year		0.8		0.4		0.4
Net periodic benefit cost	$ 2.3		$ 1.7		$ 1.7

Cash Flows

In 2011, the employer is expected to contribute $1.4 to the SERPs. Future expected benefit payments

related to the SERPs for the years ended December 31, 2011 through 2015, and thereafter through 2020,

are estimated to be $1.4, $1.4, $1.4, $1.4, $1.5, and $7.7, respectively.

Stock Option and Share Plans

Through 2010, ING sponsored the ING Group Long-Term Equity Ownership Plan (“leo”), which

provides employees of the Company who are selected by the ING Executive Board with 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 options. A shorter

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)

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 was allocated from ING compensation expense for the leo options and performance

shares of $2.6, $4.5, and $5.3, for the years ended December 31, 2010, 2009, and 2008, respectively.

For leo, the Company recognized minimal tax benefits in 2010 and 2009, and $0.7 in 2008.

Commencing in 2011, ING introduced a new long-term equity and deferred bonus plan, the Long-Term

Sustainable Performance Plan (“LSPP”). The terms applicable to an award under the LSPP will be set

out in a grant agreement which is signed by the participant when he or she accepts the award. The LSPP

will provide employees of the Company who are selected by the ING Executive Board with

performance shares and

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)

will also require deferral of discretionary incentive bonus awards in excess of EUR 100,000. The

performance shares awarded under the LSPP will be a contingent grant of ING ADR units and on

settlement, the participant will have the right to either receive ING ADR units in kind or a cash amount

equal to the closing price per ING share on the Euronent Amsterdam Stock Market on the settlement

date times the number of vested ADR units, subject to achievement during the vesting period of

performance targets based on return of equity and employee engagement. The excess bonus amount will

be held in deferred ING ADR units or in a deferred cash account, or some combination thereof,

depending on the total amount of the incentive bonus award, generally subject to vesting in three equal

tranches over the three year period commencing on the date of incentive bonus payment. Unlike the leo

plan, no options on ING shares in the form of ADRs will be granted under the LSPP. To vest in

performance shares, deferred shares or deferred cash, an employee must generally be actively employed

on the settlement date, although immediate full and partial vesting in the event of normal age or early

retirement, death or disability, or termination due to redundancy or business divestiture will occur,

similar to the vesting treatment in the leo plan.

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 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 life insurance plan provides a flat amount of noncontributory coverage and optional

contributory coverage. The ING Americas Deferred Compensation Savings Plan is a deferred

compensation plan that includes a 401(k) excess component. The benefits charges allocated to the

Company related to all of these plans for the years ended December 31, 2010, 2009, and 2008, were

$2.1, $5.8, and $8.2, respectively.

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)


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, 2010, 2009, and
		2008, commissions were incurred in the amounts of $204.3, $268.0, and $603.8, 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, 2010, 2009, and 2008, expenses
		were incurred in the amounts of $49.0, $51.0, and $85.9, respectively.
	¡	Intercompany agreement with DSL pursuant to which DSL agreed, effective January 1, 2010, to
		pay the Company, on a monthly basis, a portion of the revenues DSL earns as investment adviser
		to certain U.S. registered investment companies that are investment options under certain of the
		Company’s variable insurance products. For the year ended December 31, 2010, revenue under
		the DSL intercompany agreement was $146.9. Prior to January 1, 2010, the Company was a party
		to a service agreement with DSL pursuant to which the Company provided managerial and
		supervisory services to DSL and earned a fee. This service agreement was terminated as of
		January 1, 2010. For the years ended December 31, 2009 and 2008, revenue for these services was
		$123.2 and $139.2, respectively.
	¡	Intercompany agreement with IIM pursuant to which IIM agreed, effective January 1, 2010, to pay
		the Company, on a monthly basis, a portion of the revenues IIM earns as investment adviser to
		certain U.S. registered investment companies that are investment options under certain of the
		Company’s variable insurance products. For the year ended December 31, 2010, revenue under
		the IIM intercompany agreement was $32.0.
	¡	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, 2010, 2009, and 2008, expenses were
		incurred in the amounts of $91.6, $77.1, and $93.0, respectively. Effective October 1, 2010, the
		services agreement with ING North America dated January 1, 2001, was amended in order for the
		Company to provide ING North America with use of the corporate office

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)

facility at 5780 Powers Ferry Road, N.W., Atlanta, GA (the “Atlanta Office”) in exchange for ING

North America’s payment of the Company’s direct and indirect costs for the Atlanta Office.


¡	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, 2010, 2009, and 2008, expenses related to the agreements were incurred in the
	amount of $31.0, $26.3, and $21.6, 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, 2010, 2009, and 2008, revenue related to the agreement
	was $2.1, $3.1, and $6.5, 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, 2010, 2009, and
	2008, ING Advisors Network sold new contracts of $117.5, $442.2, and $1,411.3, 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, 2010, 2009, and 2008, the Company incurred expenses of $4.8,
	$7.6, and $8.9, 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. Revenues and

expenses recorded as a result of transactions and agreements with affiliates may not be the same as those

incurred if the Company was not a wholly-owned subsidiary of its Parent.

Reinsurance Agreements

Reinsurance Ceded

Waiver of Premium – Coinsurance Funds Withheld

Effective October 1, 2010, the Company entered into a coinsurance funds withheld agreement with its

affiliate, Security Life of Denver International Limited (“SLDI”). Under the terms of the agreement, the

Company ceded to SLDI 100% of the group life waiver of premium liability (except for groups covered

under rate credit agreements) assumed from ReliaStar Life Insurance Company (“RLI”), an affiliate,

related to the

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)

Group Annual Term Coinsurance Funds Withheld agreement between the Company and RLI described

under “Reinsurance Assumed” below.

Upon inception of the agreement, the Company paid SLDI a premium of $245.6. At the same time, the

Company established a funds withheld liability for $188.5 to SLDI and SLDI purchased a $65.0 letter of

credit to support the ceded Statutory reserves of $245.6. In addition, the Company recognized a gain of

$17.9 based on the difference between the premium paid and the ceded US GAAP reserves of $227.7,

which offsets the $57.1 ceding allowance paid by SLDI. The ceding allowance will be amortized over

the life of the business.

As of December 31, 2010, the value of the funds withheld liability under this agreement was $191.3,

which is included in Other liabilities on the Balance Sheets.

Group Term Life – Monthly Renewable Term

Effective June 30, 2009, the Company entered into a monthly renewable term (“MRT”) reinsurance

agreement with Canada Life Assurance Company (“Canada Life”), an unaffiliated Canadian insurance

company. 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 assumed from RLI, an affiliate, to

Canada Life. The coinsurance agreement is accounted for using the deposit method. Effective October 1,

2010, the treaty was amended to discontinue ceding the group life waiver of premium business.

Guaranteed Living Benefit – Coinsurance and Coinsurance Funds Withheld

Effective June 30, 2008, the Company entered into an automatic reinsurance agreement with its affiliate,

SLDI, 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.

Also effective June 30, 2008, the Company entered into a services agreement with SLDI, under which

the Company provides certain actuarial risk modeling consulting services to SLDI with respect to hedge

positions undertaken by SLDI in connection with the reinsurance agreement. For the years ended

December 31, 2010 and 2009, revenue related to the agreement was $11.9 and $10.5, respectively.

Effective July 1, 2009, the reinsurance agreement was amended to change the reinsurance basis from

coinsurance to a combined coinsurance and coinsurance funds withheld basis. On July 31, 2009, SLDI

transferred assets with a market value of $3.2 billion to the Company, and the Company deposited those

assets into a funds withheld trust account. As of December 31, 2010, assets totaling $3.3 billion remain

on deposit in the trust

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)

account. The Company also established a corresponding funds withheld liability to SLDI, which is

included in Other liabilities on the Balance Sheets.

Also effective July 1, 2009, the Company and SLDI entered into an asset management services

agreement, under which SLDI serves as asset manager for the funds withheld account. SLDI has

retained its affiliate, ING Investment Management LLC, as subadviser for the funds withheld account.

At December 31, 2010 and 2009, the value of reserves ceded by the Company under this agreement was

$955.4 and $878.6, respectively. In addition, a cost of reinsurance in the amount of $355.9 and $372.8

at December 31, 2010 and 2009, respectively, is included in Other assets on the Balance Sheets and is

amortized over the reinsurance period.

Multi-year Guaranteed Fixed Annuity – Coinsurance

Effective May 1, 2005, the Company entered into a coinsurance agreement with its affiliate, Security

Life of Denver Insurance Company (“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 the Company between January 1, 2001 and December 31,

2003. In addition, the Company assigned to SLD all future premiums received by the Company

attributable to the ceded contracts.

Under the terms of the agreement, the Company ceded $2.5 billion in account balances and transferred a

ceding commission and $2.7 billion in assets to SLD.

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 $21.4, $17.9, and $19.9 for the years ended December 31, 2010, 2009, and 2008,

respectively, which is recorded in Other expenses in the Statements of Operations.

Universal Life – Coinsurance

Effective January 1, 2000, the Company entered into a 100% coinsurance agreement with its affiliate,

SLD, 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, 2010 and 2009, the

value of reserves ceded by the Company under this agreement was $18.1 and $17.8, respectively.

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)

Guaranteed Investment Contract - Coinsurance

Effective August 20, 1999, the Company entered into a Facultative Coinsurance Agreement with its

affiliate, SLD. Under the terms of the agreement, the Company facultatively cedes to SLD, from time to

time, certain GICs on a 100% coinsurance basis. 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.

The value of GIC reserves ceded by the Company under this agreement was $40.0 and $47.5 at

December 31, 2010 and 2009, respectively.

Reinsurance Assumed

Level Premium Term Life Insurance - Stop-loss

Effective October 1, 2010, the Company entered into a stop-loss agreement with its affiliate, RLI under

which the Company agreed to indemnify and reinsure RLI for the aggregate mortality risk under certain

level premium term life insurance policies issued by RLI between January 1, 2009 and December 31,

2009 and certain level premium term life insurance policies assumed by RLI from ReliaStar Life

Insurance Company of New York under an Automatic Coinsurance Agreement effective March 1, 2008.

Under the terms of the agreement, the Company will make benefit payments to RLI equal to the amount

of claims in excess of the attachment point (equal to a percentage of net reinsurance premium) up to the

maximum fully covered benefit.

There was no initial consideration received by the Company from RLI under this agreement. 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.

The stop-loss agreement is accounted for using the deposit method. A fee receivable from affiliate of

$0.5 is included in Future policy benefits and claims reserves on the Balance Sheets. The fee is accrued

for and subsequently settled in cash each quarterly accounting period.

Individual Life – Yearly Renewable Term

Effective December 1, 2008 and December 31, 2008, respectively, the Company entered into two yearly

renewable term reinsurance agreements with its affiliate, RLI, for an indefinite duration. Under the

terms of the agreements, the Company assumed 100% of

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)

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.

the Company 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, 2010 and 2009, the value of the reserves assumed by the Company under these

agreements was $9.6 and $9.2, respectively.

Group Annual Term – Coinsurance Funds Withheld

Effective December 31, 2008, the Company entered into a coinsurance funds withheld agreement with

RLI for an indefinite duration. Under the terms of the agreement, the Company 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 the Company. Thereafter,

premiums are equal to the total earned gross premiums collected by RLI from policyholders. RLI will

retain all reinsurance premiums payable to the Company as funds withheld, as security for ceded

liabilities and against which ceded losses will be offset. Monthly, the Company will receive or pay a net

settlement. This agreement was amended October 1, 2010 to better reflect the current investment

environment and to modify the treatment of claims under certain policies under which claims are not

paid in the form of a single lump sum; the underlying terms described above remained unchanged.

(Please see also description of Waiver of Premium - Coinsurance Funds Withheld Agreement between

the Company and SLDI under “Reinsurance Ceded” above).

As of December 31, 2010 and 2009, the value of the reserves assumed by the Company under this

agreement was $465.5 and $467.2, respectively. In addition, as of December 31, 2010, the Company

had an embedded derivative with a value of $8.5, which is recorded in Other liabilities on the Balance

Sheets

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)

Group Life – Funds Withheld

Effective December 31, 2008, the Company entered into a funds withheld agreement with RLI pursuant

to which the Company assumed 100% quota share of RLI’s net retained liability under assumed group

life reinsurance in-force. Effective January 1, 2010 and as a result of the sale of ING’s U.S. Group

Reinsurance business to Reinsurance Group of America, this agreement was terminated.

The initial premium of $60.0 for this agreement was equal to the net Statutory reserve assumed by the

Company. Thereafter, premiums were equal to the total earned reinsurance premiums collected by RLI,

less a ceding commission. RLI retained all reinsurance premiums payable to the Company as funds

withheld, as security for ceded liabilities and against which ceded losses were offset. Net settlements

were made on a monthly basis. In addition, the Company provided reserve credit (in the excess of the

funds withheld balance) to RLI through either a cash deposit or letter of credit. As of December 31,

2010 and 2009, the value of the reserves assumed by the Company under this agreement was $0 and

$58.2, respectively.

Reciprocal Loan Agreement

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.

Under this agreement, the Company incurred interest expense of $0.0, $0.4, and $1.3, for the years

ended December 31, 2010, 2009, and 2008, respectively. The Company earned interest income of $1.2,

$1.7, and $2.8, for the years ended December 31, 2010, 2009, and 2008, respectively. Interest expense

and income are included in Interest expense and Net investment income, respectively, on the Statements

of Operations. At December 31, 2010 and 2009, the Company had an outstanding receivable of $593.6

and $545.5, respectively, with ING AIH under the reciprocal loan agreement.

Total Return Swap

During December 2010, the Company entered into a series of interest rate swaps with external

counterparties. The Company also entered into a short-term mirror total return swap (“TRS”) transaction

with ING Verzekeringen N.V. (“ING V”), its indirect parent

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)

company. The outstanding market value of the TRS was $11.6 at December 31, 2010. The TRS

matured January 3, 2011.

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 contract owners and

claimant and beneficiary claims, as well as debts owed to all other classes of debtors, other than surplus

note holders. 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, 2010,

2009, and 2008, 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, 2010, 2009, and

2008, 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-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)

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 $13.4 and $13.7 at December 31, 2010 and 2009, respectively.

Derivatives

As of December 31, 2010 and 2009, the Company had options with a notional amount of $382.6 and

$260.0, respectively, and market value of $14.0 and $12.1, respectively, with ING Bank, an affiliate.

Each of these contracts was entered into as a result of a competitive bid, which included unaffiliated

counterparties.


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 years ended December 31, 2010, 2009, and 2008. At December 31, 2010
	and 2009, 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, 2010, 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, variable 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.

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)

Reinsurance ceded in force for life mortality risks was $170.4 billion and $186.4 billion at December 31,

2010 and 2009, respectively.


	2010	2009
Claims recoverable from reinsurers	$ 14.4	$ 9.3
Amounts due to reinsurers	(26.2)	(26.1)
Reinsurance reserves ceded	1,368.7	1,068.9
Deposits	1,600.4	1,752.0
Reinsurance receivable	508.6	532.2
Other	15.5	13.7
Total	$ 3,481.4	$ 3,350.0

Premiums and Interest credited and other benefits to contract owners were reduced by the following

amounts for reinsurance ceded for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Deposits ceded (assumed) under reinsurance	$ 829.1	$ (2,034.2)	$ 1,632.0
Premiums ceded under reinsurance	260.0	94.4	2.1
Reinsurance recoveries	7.0	9.1	1,212.6


	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, 2010, 2009, and 2008, rent expense for leases was $8.4, $9.2, and
	$9.8, respectively. The future net minimum payments under noncancelable leases for the years ended
	December 31, 2010 through 2014 are estimated to be $5.8, $6.7, $7.3, $7,4, and $7.1, respectively, and
	$8.4, 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

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)

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.

As of December 31, 2010, the Company had off-balance sheet commitments to purchase investments

equal to their fair value of $529.2, of which $153.0 was with related parties. 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. During 2010 and 2009, $41.0 and $19.5, respectively,

was funded to related parties under these commitments.

Collateral

Under the terms of the Company’s Over-The-Counter Derivative ISDA Agreements (“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,

2010 and 2009, the Company held $57.9 and $32.1, 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, 2010 and 2009, the Company delivered collateral

of $749.7 and $574.6, 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.

Regulatory Matters

As with many financial services companies, the Company and its affiliates periodically receive 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 Company or the financial services industry. Some of these investigations and inquiries could result

in regulatory action against the Company. The potential outcome of such action is difficult to predict

but could subject the Company or its affiliates to adverse consequences, including, but not

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)

	limited to, settlement payments, penalties, fines, and other financial liability. It is not currently
	anticipated that the outcome of any such action will have a material adverse effect on ING or ING’s
	U.S.-based operations, including the Company. It is the practice of the Company and its affiliates to
	cooperate fully in these matters.

14.	Accumulated Other Comprehensive Income (Loss)

	Shareholder’s equity included the following components of Accumulated other comprehensive loss as of
	December 31, 2010, 2009, and 2008.


	2010	2009	2008
Net unrealized capital (losses) gains:
Fixed maturities	681.2	$ (554.7)	$ (3,234.0)
Derivatives	0.3	-	-
Equity securities, available-for-sale	8.1	3.5	(3.7)
DAC/VOBA adjustment on available-for-sale securities	(458.3)	(64.3)	1,139.7
Sales inducements adjustment on available-for-sale securities	(80.5)	(0.1)	102.2
Other investments	(35.7)	(25.0)	(6.2)
Unrealized capital losses, before tax	115.1	(640.6)	(2,002.0)
Deferred income tax asset	19.8	111.3	670.9
Net unrealized capital (losses) gains	134.9	(529.3)	(1,331.1)
Pension liability, net of tax	(2.6)	(3.2)	(2.6)
Accumulated other comprehensive loss	$ 132.3	$ (532.5)	$ (1,333.7)

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, 2010, 2009, and 2008.


	2010	2009	2008
Fixed maturities	$ 1,236.2	$ 2,679.3	$ (3,111.7)
Equity securities, available-for-sale	4.6	7.2	1.8
DAC/VOBA adjustment on available-for-sale securities	(394.0)	(1,204.0)	1,176.6
Sales inducements adjustment on available-for-sale securities	(80.4)	(102.3)	101.7
Other investments	(10.7)	0.9	0.2
Unrealized capital gains (losses), before tax	755.7	1,381.1	(1,831.4)
Deferred income tax (liability) asset	(264.5)	(483.4)	641.0
Net change in unrealized capital gains (losses)	$ 491.2	$ 897.7	$ (1,190.4)

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)

Changes in unrealized capital gains on securities, including securities pledged and noncredit

impairments, as recognized in Accumulated other comprehensive income (loss), reported net of DAC,

VOBA, and income taxes, were as follows for the years ended December 31, 2010, 2009, and 2008.


	2010	2009	2008
Net unrealized capital holding (losses) gains arising during the
year ⁽¹⁾	$ 500.6	$ 717.7	$ (1,877.2)
Less: reclassification adjustment for (losses) gains and other items
included in Net (loss) income ⁽²⁾	9.4	(180.0)	(686.8)
Net change in unrealized capital (losses) gains on securities	$ 491.2	$ 897.7	$ (1,190.4)

⁽¹⁾Pretax unrealized capital holding gains (losses) arising during the year were $770.2, $1,104.1, and $(2,888.0), for the years ended December 31, 2010,
2009, and 2008, respectively.
⁽²⁾Pretax reclassification adjustments for gains (losses) and other items included in Net (loss) income were $14.5, $(277.0), and $(1,056.6), for the years
ended December 31, 2010, 2009, and 2008, 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 during the period.

C-87

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, 2010, 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:


BlackRock Variable Series Funds, Inc.:	ING Investors Trust (continued):
BlackRock Global Allocation V.I. Fund - Class III	ING Franklin Templeton Founding Strategy Portfolio - Service
Columbia Funds Variable Insurance Trust:	Class
Columbia Asset Allocation Fund, Variable Series - Class A	ING Global Resources Portfolio - Service Class
Columbia Federal Securities Fund, Variable Series - Class A	ING Global Resources Portfolio - Service 2 Class
Columbia Large Cap Growth Fund, Variable Series - Class A	ING Janus Contrarian Portfolio - Service Class
Columbia Small Cap Value Fund, Variable Series - Class B	ING Janus Contrarian Portfolio - Service 2 Class
Columbia Small Company Growth Fund, Variable Series -	ING JPMorgan Emerging Markets Equity Portfolio - Service
Class A	Class
Fidelity® Variable Insurance Products:	ING JPMorgan Emerging Markets Equity Portfolio - Service 2
Fidelity® VIP Equity-Income Portfolio - Service Class 2	Class
Fidelity® Variable Insurance Products II:	ING JPMorgan Small Cap Core Equity Portfolio - Service Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING JPMorgan Small Cap Core Equity Portfolio - Service 2
Franklin Templeton Variable Insurance Products Trust:	Class
Franklin Small Cap Value Securities Fund - Class 2	ING Large Cap Growth Portfolio - Service Class
ING Balanced Portfolio, Inc.:	ING Large Cap Growth Portfolio - Service 2 Class
ING Balanced Portfolio - Class S	ING Limited Maturity Bond Portfolio - Service Class
ING Intermediate Bond Portfolio:	ING Liquid Assets Portfolio - Service Class
ING Intermediate Bond Portfolio - Class S	ING Liquid Assets Portfolio - Service 2 Class
ING Investors Trust:	ING Lord Abbett Growth and Income Portfolio - Service Class
ING American Funds Asset Allocation Portfolio	ING Lord Abbett Growth and Income Portfolio - Service 2 Class
ING American Funds Bond Portfolio	ING Marsico Growth Portfolio - Service Class
ING American Funds Growth Portfolio	ING Marsico Growth Portfolio - Service 2 Class
ING American Funds Growth-Income Portfolio	ING Marsico International Opportunities Portfolio - Service
ING American Funds International Portfolio	Class
ING American Funds World Allocation Portfolio - Service Class	ING MFS Total Return Portfolio - Service Class
ING Artio Foreign Portfolio - Service Class	ING MFS Total Return Portfolio - Service 2 Class
ING Artio Foreign Portfolio - Service 2 Class	ING MFS Utilities Portfolio - Service Class
ING BlackRock Inflation Protected Bond Portfolio - Service	ING Morgan Stanley Global Franchise Portfolio - Service Class
Class	ING Morgan Stanley Global Franchise Portfolio - Service 2 Class
ING BlackRock Large Cap Growth Portfolio - Institutional Class	ING Morgan Stanley Global Tactical Asset Allocation Portfolio -
ING BlackRock Large Cap Growth Portfolio - Service Class	Service Class
ING BlackRock Large Cap Value Portfolio - Service Class	ING Oppenheimer Active Allocation Portfolio - Service Class
ING BlackRock Large Cap Value Portfolio - Service 2 Class	ING PIMCO High Yield Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service Class	ING PIMCO Total Return Bond Portfolio - Service Class
ING Clarion Global Real Estate Portfolio - Service 2 Class	ING PIMCO Total Return Bond Portfolio - Service 2 Class
ING Clarion Real Estate Portfolio - Service Class	ING Pioneer Fund Portfolio - Service Class
ING Clarion Real Estate Portfolio - Service 2 Class	ING Pioneer Mid Cap Value Portfolio - Service Class
ING DFA World Equity Portfolio - Service Class	ING Retirement Conservative Portfolio - Adviser Class
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	ING Retirement Growth Portfolio - Adviser Class
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	ING Retirement Moderate Growth Portfolio - Adviser Class
ING Franklin Income Portfolio - Service Class	ING Retirement Moderate Portfolio - Adviser Class
ING Franklin Income Portfolio - Service 2 Class	ING T. Rowe Price Capital Appreciation Portfolio - Service Class
ING Franklin Mutual Shares Portfolio - Service Class


ING Investors Trust (continued):	ING Variable Insurance Trust (continued):
ING T. Rowe Price Capital Appreciation Portfolio - Service 2	ING GET U.S. Core Portfolio - Series 13
Class	ING GET U.S. Core Portfolio - Series 14
ING T. Rowe Price Equity Income Portfolio - Service Class	ING Variable Portfolios, Inc.:
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	ING BlackRock Science and Technology Opportunities
ING Templeton Global Growth Portfolio - Service Class	Portfolio - Class S
ING Templeton Global Growth Portfolio - Service 2 Class	ING Euro STOXX 50 Index Portfolio - Class A
ING Van Kampen Growth and Income Portfolio - Service Class	ING FTSE 100 Index Portfolio - Class A
ING Van Kampen Growth and Income Portfolio - Service 2 Class	ING Hang Seng Index Portfolio - Class S
ING Wells Fargo HealthCare Portfolio - Service Class	ING Index Plus LargeCap Portfolio - Class S
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	ING Index Plus MidCap Portfolio - Class S
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2	ING Index Plus SmallCap Portfolio - Class S
Class	ING International Index Portfolio - Class S
ING Mutual Funds:	ING Japan TOPIX Index® Portfolio - Class A
ING Diversified International Fund - Class R	ING Opportunistic Large Cap Portfolio - Class S
ING Partners, Inc.:	ING Russell™ Global Large Cap Index 75% Portfolio - Class S
ING American Century Small-Mid Cap Value Portfolio - Service	ING Russell™ Large Cap Growth Index Portfolio - Class S
Class	ING Russell™ Large Cap Index Portfolio - Class S
ING Baron Small Cap Growth Portfolio - Service Class	ING Russell™ Large Cap Value Index Portfolio - Class S
ING Columbia Small Cap Value Portfolio - Service Class	ING Russell™ Mid Cap Growth Index Portfolio - Class S
ING Davis New York Venture Portfolio - Service Class	ING Russell™ Mid Cap Index Portfolio - Class S
ING JPMorgan Mid Cap Value Portfolio - Service Class	ING Russell™ Small Cap Index Portfolio - Class S
ING Legg Mason ClearBridge Aggressive Growth Portfolio -	ING Small Company Portfolio - Class S
Service Class	ING U.S. Bond Index Portfolio - Class S
ING Oppenheimer Global Portfolio - Initial Class	ING WisdomTree^SMGlobal High-Yielding Equity Index
ING Oppenheimer Global Portfolio - Service Class	Portfolio - Class S
ING Oppenheimer Global Strategic Income Portfolio - Service	ING Variable Products Trust:
Class	ING International Value Portfolio - Class S
ING PIMCO Total Return Portfolio - Service Class	ING MidCap Opportunities Portfolio - Class S
ING Solution 2015 Portfolio - Service Class	ING SmallCap Opportunities Portfolio - Class S
ING Solution 2025 Portfolio - Service Class	Invesco Variable Insurance Funds:
ING Solution 2035 Portfolio - Service Class	Invesco V.I. Leisure Fund - Series I Shares
ING Solution 2045 Portfolio - Service Class	Legg Mason Partners Variable Equity Trust:
ING Solution Income Portfolio - Service Class	Legg Mason ClearBridge Variable Large Cap Value Portfolio -
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -	Class I
Service Class	Legg Mason Global Currents Variable International All Cap
ING T. Rowe Price Growth Equity Portfolio - Service Class	Opportunity Portfolio
ING Templeton Foreign Equity Portfolio - Service Class	Legg Mason Partners Variable Income Trust:
ING Thornburg Value Portfolio - Initial Class	Legg Mason Western Asset Variable High Income Portfolio
ING Thornburg Value Portfolio - Service Class	Legg Mason Western Asset Variable Money Market Portfolio
ING UBS U.S. Large Cap Equity Portfolio - Service Class	Oppenheimer Variable Account Funds:
ING Van Kampen Comstock Portfolio - Service Class	Oppenheimer Main Street Small Cap Fund®/VA - Service Class
ING Van Kampen Equity and Income Portfolio - Initial Class	PIMCO Variable Insurance Trust:
ING Van Kampen Equity and Income Portfolio - Service Class	PIMCO Real Return Portfolio - Administrative Class
ING Strategic Allocation Portfolios, Inc.:	Pioneer Variable Contracts Trust:
ING Strategic Allocation Conservative Portfolio - Class S	Pioneer Equity Income VCT Portfolio - Class II
ING Strategic Allocation Growth Portfolio - Class S	ProFunds:
ING Strategic Allocation Moderate Portfolio - Class S	ProFund VP Bull
ING Variable Funds:	ProFund VP Europe 30
ING Growth and Income Portfolio - Class I	ProFund VP Rising Rates Opportunity
ING Growth and Income Portfolio - Class S	Wells Fargo Funds Trust:
ING Variable Insurance Trust:	Wells Fargo Advantage VT Omega Growth Fund - Class 2
ING GET U.S. Core Portfolio - Series 5	Wells Fargo Variable Trust:
ING GET U.S. Core Portfolio - Series 6	Wells Fargo Advantage VT C&B Large Cap Value Fund
ING GET U.S. Core Portfolio - Series 7	Wells Fargo Advantage VT Index Asset Allocation Fund - Class 2
ING GET U.S. Core Portfolio - Series 8	Wells Fargo Advantage VT Intrinsic Value Fund - Class 2
ING GET U.S. Core Portfolio - Series 9	Wells Fargo Advantage VT Large Company Growth Fund
ING GET U.S. Core Portfolio - Series 10	Wells Fargo Advantage VT Money Market Fund
ING GET U.S. Core Portfolio - Series 11	Wells Fargo Advantage VT Small Cap Growth Fund - Class 2
ING GET U.S. Core Portfolio - Series 12	Wells Fargo Advantage VT Total Return Bond Fund

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight

Board (United States) . Those standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free of material misstatement. We were not engaged

to perform an audit of the Account's internal control over financial reporting. Our audits 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, 2010, by correspondence with the transfer agents

or custodian. 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, 2010, 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, 2011

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Statements of Assets and Liabilities
December 31, 2010
(Dollars in thousands)


						Columbia
		BlackRock		Columbia Asset		Federal		Columbia Large Columbia Small
		Global		Allocation		Securities Fund,		Cap Growth		Cap Value
		Allocation V.I.		Fund, Variable		Variable		Fund, Variable	Fund, Variable
		Fund - Class III		Series - Class A		Series - Class A		Series - Class A	Series - Class B
Assets
Investments in mutual funds
at fair value	$	1,153,125	$	303	$	19	$	361	$	162,207
Total assets		1,153,125		303		19		361		162,207

Liabilities
Payable to related parties		83		-		-		-		29
Total liabilities		83		-		-		-		29
Net assets	$	1,153,042	$	303	$	19	$	361	$	162,178

Net assets
Accumulation units	$	1,153,042	$	303	$	19	$	361	$	162,178
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,153,042	$	303	$	19	$	361	$	162,178

Total number of mutual fund shares		79,580,751		24,815		1,874		12,387		9,274,291

Cost of mutual fund shares	$	973,546	$	343	$	19	$	298	$	160,538

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, 2010
(Dollars in thousands)


		Columbia Small
		Company		Fidelity® VIP		Fidelity® VIP			Franklin Small
		Growth Fund,		Equity-Income		Contrafund®			Cap Value		ING Balanced
		Variable		Portfolio -		Portfolio -			Securities		Portfolio -
		Series - Class A		Service Class 2		Service Class 2		Fund	- Class 2		Class S
Assets
Investments in mutual funds
at fair value	$	18	$	181,410	$	795,343	$		14,385	$	6,681
Total assets		18		181,410		795,343			14,385		6,681

Liabilities
Payable to related parties		-		25		81			1		-
Total liabilities		-		25		81			1		-
Net assets	$	18	$	181,385	$	795,262	$		14,384	$	6,681

Net assets
Accumulation units	$	18	$	181,385	$	795,262	$		14,384	$	6,681
Contracts in payout (annuitization)		-		-		-			-		-
Total net assets	$	18	$	181,385	$	795,262	$		14,384	$	6,681

Total number of mutual fund shares		1,493		9,675,196		33,858,794			885,221		581,492

Cost of mutual fund shares	$	18	$	233,311	$	876,012	$		12,433	$	7,296

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, 2010
(Dollars in thousands)


		ING		ING American						ING American
		Intermediate		Funds Asset		ING American		ING American		Funds Growth-
		Bond Portfolio -		Allocation		Funds Bond		Funds Growth		Income
		Class S		Portfolio		Portfolio		Portfolio		Portfolio
Assets
Investments in mutual funds
at fair value	$	1,253,367	$	352,145	$	500,315	$	2,301,771	$	1,382,584
Total assets		1,253,367		352,145		500,315		2,301,771		1,382,584

Liabilities
Payable to related parties		141		29		44		255		156
Total liabilities		141		29		44		255		156
Net assets	$	1,253,226	$	352,116	$	500,271	$	2,301,516	$	1,382,428

Net assets
Accumulation units	$	1,253,226	$	352,116	$	500,271	$	2,301,516	$	1,382,428
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,253,226	$	352,116	$	500,271	$	2,301,516	$	1,382,428

Total number of mutual fund shares		104,360,244		36,416,261		49,438,278		45,498,545		41,136,102

Cost of mutual fund shares	$	1,295,000	$	286,032	$	467,573	$	2,337,953	$	1,489,890

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, 2010
(Dollars in thousands)


				ING American						ING BlackRock
		ING American		Funds World		ING Artio		ING Artio		Inflation
		Funds		Allocation		Foreign		Foreign		Protected Bond
		International		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Portfolio		Service Class		Service Class		Service 2 Class		Service Class
Assets
Investments in mutual funds
at fair value	$	1,355,811	$	180,536	$	543,096	$	45,330	$	255,112
Total assets		1,355,811		180,536		543,096		45,330		255,112

Liabilities
Payable to related parties		144		21		73		5		21
Total liabilities		144		21		73		5		21
Net assets	$	1,355,667	$	180,515	$	543,023	$	45,325	$	255,091

Net assets
Accumulation units	$	1,355,667	$	180,515	$	543,023	$	45,325	$	255,091
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,355,667	$	180,515	$	543,023	$	45,325	$	255,091

Total number of mutual fund shares		80,992,317		15,496,620		47,021,327		3,945,195		24,553,624

Cost of mutual fund shares	$	1,517,109	$	157,967	$	682,741	$	53,210	$	253,882

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, 2010
(Dollars in thousands)


		ING BlackRock
		Large Cap		ING BlackRock		ING BlackRock		ING BlackRock		ING Clarion
		Growth		Large Cap		Large Cap		Large Cap		Global Real
		Portfolio -		Growth		Value		Value		Estate
		Institutional		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Class		Service Class		Service Class		Service 2 Class		Service Class
Assets
Investments in mutual funds
at fair value	$	153	$	132,010	$	24,385	$	2,089	$	148,715
Total assets		153		132,010		24,385		2,089		148,715

Liabilities
Payable to related parties		-		19		4		-		16
Total liabilities		-		19		4		-		16
Net assets	$	153	$	131,991	$	24,381	$	2,089	$	148,699

Net assets
Accumulation units	$	153	$	131,991	$	24,381	$	2,089	$	148,699
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	153	$	131,991	$	24,381	$	2,089	$	148,699

Total number of mutual fund shares		15,572		13,525,575		2,311,335		198,929		15,331,406

Cost of mutual fund shares	$	187	$	116,946	$	30,329	$	2,545	$	152,661

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, 2010
(Dollars in thousands)


		ING Clarion
		Global Real		ING Clarion		ING Clarion		ING DFA		ING FMR^SM
		Estate		Real Estate		Real Estate		World Equity		Diversified Mid
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Cap Portfolio -
		Service 2 Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	2,264	$	322,362	$	21,034	$	222,476	$	879,263
Total assets		2,264		322,362		21,034		222,476		879,263

Liabilities
Payable to related parties		-		62		3		22		143
Total liabilities		-		62		3		22		143
Net assets	$	2,264	$	322,300	$	21,031	$	222,454	$	879,120

Net assets
Accumulation units	$	2,264	$	322,288	$	21,031	$	222,454	$	879,116
Contracts in payout (annuitization)		-		12		-		-		4
Total net assets	$	2,264	$	322,300	$	21,031	$	222,454	$	879,120

Total number of mutual fund shares		232,490		14,706,317		963,989		25,809,294		57,884,314

Cost of mutual fund shares	$	2,480	$	382,447	$	24,482	$	206,872	$	792,826

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, 2010
(Dollars in thousands)


										ING Franklin
										Templeton
		ING FMR^SM		ING Franklin		ING Franklin		ING Franklin		Founding
		Diversified Mid		Income		Income		Mutual Shares		Strategy
		Cap Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service 2 Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	37,340	$	448,985	$	8,984	$	200,697	$	857,101
Total assets		37,340		448,985		8,984		200,697		857,101

Liabilities
Payable to related parties		5		47		1		19		86
Total liabilities		5		47		1		19		86
Net assets	$	37,335	$	448,938	$	8,983	$	200,678	$	857,015

Net assets
Accumulation units	$	37,335	$	448,938	$	8,983	$	200,678	$	857,015
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	37,335	$	448,938	$	8,983	$	200,678	$	857,015

Total number of mutual fund shares		2,467,925		44,764,158		897,487		24,962,308		102,401,596

Cost of mutual fund shares	$	32,990	$	436,531	$	8,189	$	204,640	$	886,116

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, 2010
(Dollars in thousands)


										ING JPMorgan
		ING Global		ING Global		ING Janus		ING Janus		Emerging
		Resources		Resources		Contrarian		Contrarian		Markets Equity
		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	$	653,620	$	30,537	$	439,367	$	22,489	$	657,873
Total assets		653,620		30,537		439,367		22,489		657,873

Liabilities
Payable to related parties		89		4		68		3		85
Total liabilities		89		4		68		3		85
Net assets	$	653,531	$	30,533	$	439,299	$	22,486	$	657,788

Net assets
Accumulation units	$	653,510	$	30,533	$	439,299	$	22,486	$	657,784
Contracts in payout (annuitization)		21		-		-		-		4
Total net assets	$	653,531	$	30,533	$	439,299	$	22,486	$	657,788

Total number of mutual fund shares		30,400,932		1,430,310		36,401,562		1,878,801		28,790,956

Cost of mutual fund shares	$	661,952	$	31,308	$	535,949	$	29,041	$	577,962

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, 2010
(Dollars in thousands)


		ING JPMorgan		ING JPMorgan		ING JPMorgan
		Emerging		Small Cap Core		Small Cap Core		ING Large Cap		ING Large Cap
		Markets Equity		Equity		Equity		Growth		Growth
		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	$	35,490	$	257,440	$	38,543	$	121,927	$	886
Total assets		35,490		257,440		38,543		121,927		886

Liabilities
Payable to related parties		4		29		5		11		-
Total liabilities		4		29		5		11		-
Net assets	$	35,486	$	257,411	$	38,538	$	121,916	$	886

Net assets
Accumulation units	$	35,486	$	257,411	$	38,538	$	121,916	$	886
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	35,486	$	257,411	$	38,538	$	121,916	$	886

Total number of mutual fund shares		1,564,835		19,592,102		2,958,023		9,279,069		67,493

Cost of mutual fund shares	$	27,379	$	238,778	$	37,148	$	101,551	$	741

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, 2010
(Dollars in thousands)


								ING Lord		ING Lord
		ING Limited		ING Liquid		ING Liquid		Abbett Growth		Abbett Growth
		Maturity Bond		Assets		Assets		and Income		and Income
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service 2 Class		Service Class		Service 2 Class
Assets
Investments in mutual funds
at fair value	$	94,849	$	1,063,760	$	23,030	$	56,454	$	2,133
Total assets		94,849		1,063,760		23,030		56,454		2,133

Liabilities
Payable to related parties		20		166		3		11		-
Total liabilities		20		166		3		11		-
Net assets	$	94,829	$	1,063,594	$	23,027	$	56,443	$	2,133

Net assets
Accumulation units	$	94,814	$	1,063,585	$	23,027	$	56,443	$	2,133
Contracts in payout (annuitization)		15		9		-		-		-
Total net assets	$	94,829	$	1,063,594	$	23,027	$	56,443	$	2,133

Total number of mutual fund shares		9,164,140		1,063,760,368		23,029,973		6,251,801		237,246

Cost of mutual fund shares	$	100,005	$	1,063,760	$	23,030	$	66,589	$	2,580

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, 2010
(Dollars in thousands)


						ING Marsico
		ING Marsico		ING Marsico		International		ING MFS Total		ING MFS Total
		Growth		Growth		Opportunities		Return		Return
		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	$	503,070	$	18,771	$	166,078	$	742,992	$	34,515
Total assets		503,070		18,771		166,078		742,992		34,515

Liabilities
Payable to related parties		108		2		21		129		4
Total liabilities		108		2		21		129		4
Net assets	$	502,962	$	18,769	$	166,057	$	742,863	$	34,511

Net assets
Accumulation units	$	502,962	$	18,769	$	166,057	$	742,863	$	34,511
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	502,962	$	18,769	$	166,057	$	742,863	$	34,511

Total number of mutual fund shares		29,384,907		1,104,204		14,243,370		49,598,958		2,324,276

Cost of mutual fund shares	$	389,941	$	16,210	$	200,131	$	804,937	$	39,109

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, 2010
(Dollars in thousands)


								ING Morgan		ING
				ING Morgan		ING Morgan		Stanley Global		Oppenheimer
		ING MFS		Stanley Global		Stanley Global		Tactical Asset		Active
		Utilities		Franchise		Franchise		Allocation		Allocation
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	431,655	$	326,187	$	62,772	$	67,112	$	60,028
Total assets		431,655		326,187		62,772		67,112		60,028

Liabilities
Payable to related parties		63		40		8		8		5
Total liabilities		63		40		8		8		5
Net assets	$	431,592	$	326,147	$	62,764	$	67,104	$	60,023

Net assets
Accumulation units	$	431,592	$	326,147	$	62,764	$	67,104	$	60,023
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	431,592	$	326,147	$	62,764	$	67,104	$	60,023

Total number of mutual fund shares		32,455,279		22,906,393		4,433,055		6,799,615		5,610,130

Cost of mutual fund shares	$	485,210	$	316,302	$	57,856	$	64,458	$	53,750

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, 2010
(Dollars in thousands)


		ING PIMCO		ING PIMCO		ING PIMCO				ING Pioneer
		High Yield		Total Return		Total Return		ING Pioneer		Mid Cap Value
		Portfolio -		Bond Portfolio -		Bond Portfolio -		Fund Portfolio -		Portfolio -
		Service Class		Service Class		Service 2 Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	520,056	$	2,995,520	$	73,261	$	57,946	$	572,543
Total assets		520,056		2,995,520		73,261		57,946		572,543

Liabilities
Payable to related parties		70		290		7		8		94
Total liabilities		70		290		7		8		94
Net assets	$	519,986	$	2,995,230	$	73,254	$	57,938	$	572,449

Net assets
Accumulation units	$	519,986	$	2,995,230	$	73,254	$	57,938	$	572,420
Contracts in payout (annuitization)		-		-		-		-		29
Total net assets	$	519,986	$	2,995,230	$	73,254	$	57,938	$	572,449

Total number of mutual fund shares		50,886,081		245,534,387		6,034,707		5,187,683		52,191,734

Cost of mutual fund shares	$	499,057	$	2,888,484	$	69,162	$	58,673	$	563,481

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, 2010
(Dollars in thousands)


						ING Retirement				ING T. Rowe
		ING Retirement		ING Retirement		Moderate		ING Retirement		Price Capital
		Conservative		Growth		Growth		Moderate		Appreciation
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Adviser Class		Adviser Class		Adviser Class		Adviser Class		Service Class
Assets
Investments in mutual funds
at fair value	$	470,850	$	4,612,438	$	3,185,895	$	1,823,236	$	2,636,747
Total assets		470,850		4,612,438		3,185,895		1,823,236		2,636,747

Liabilities
Payable to related parties		47		711		375		204		344
Total liabilities		47		711		375		204		344
Net assets	$	470,803	$	4,611,727	$	3,185,520	$	1,823,032	$	2,636,403

Net assets
Accumulation units	$	470,803	$	4,611,727	$	3,185,520	$	1,823,032	$	2,636,088
Contracts in payout (annuitization)		-		-		-		-		315
Total net assets	$	470,803	$	4,611,727	$	3,185,520	$	1,823,032	$	2,636,403

Total number of mutual fund shares		52,550,182		441,381,630		298,584,384		169,288,418		116,309,968

Cost of mutual fund shares	$	437,746	$	4,069,650	$	2,837,420	$	1,651,909	$	2,544,597

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, 2010
(Dollars in thousands)


		ING T. Rowe		ING T. Rowe		ING T. Rowe
		Price Capital		Price Equity		Price Equity		ING Templeton	ING Templeton
		Appreciation		Income		Income		Global Growth Global Growth
		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	$	83,495	$	685,169	$	23,925	$	286,447	$	4,732
Total assets		83,495		685,169		23,925		286,447		4,732

Liabilities
Payable to related parties		9		101		3		42		-
Total liabilities		9		101		3		42		-
Net assets	$	83,486	$	685,068	$	23,922	$	286,405	$	4,732

Net assets
Accumulation units	$	83,486	$	684,932	$	23,922	$	286,387	$	4,732
Contracts in payout (annuitization)		-		136		-		18		-
Total net assets	$	83,486	$	685,068	$	23,922	$	286,405	$	4,732

Total number of mutual fund shares		3,697,758		58,163,733		2,044,835		25,394,262		422,120

Cost of mutual fund shares	$	86,502	$	707,092	$	26,375	$	300,423	$	5,327

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, 2010
(Dollars in thousands)


		ING Van		ING Van
		Kampen		Kampen		ING Wells				ING American
		Growth and		Growth and		Fargo				Century Small-
		Income		Income		HealthCare		ING Diversified		Mid Cap Value
		Portfolio -		Portfolio -		Portfolio -		International		Portfolio -
		Service Class		Service 2 Class		Service Class		Fund - Class R		Service Class
Assets
Investments in mutual funds
at fair value	$	460,511	$	52,576	$	167,235	$	178	$	3,047
Total assets		460,511		52,576		167,235		178		3,047

Liabilities
Payable to related parties		85		6		24		-		-
Total liabilities		85		6		24		-		-
Net assets	$	460,426	$	52,570	$	167,211	$	178	$	3,047

Net assets
Accumulation units	$	460,399	$	52,570	$	167,211	$	178	$	3,047
Contracts in payout (annuitization)		27		-		-		-		-
Total net assets	$	460,426	$	52,570	$	167,211	$	178	$	3,047

Total number of mutual fund shares		21,221,702		2,436,307		15,189,368		18,721		257,816

Cost of mutual fund shares	$	473,705	$	58,869	$	164,701	$	220	$	2,093

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, 2010
(Dollars in thousands)


										ING Legg
										Mason
		ING Baron		ING Columbia						ClearBridge
		Small Cap		Small Cap		ING Davis New		ING JPMorgan		Aggressive
		Growth		Value		York Venture		Mid Cap Value		Growth
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Service Class		Service Class		Service Class		Service Class		Service Class
Assets
Investments in mutual funds
at fair value	$	342,203	$	153,932	$	291,636	$	121,332	$	96,246
Total assets		342,203		153,932		291,636		121,332		96,246

Liabilities
Payable to related parties		-		15		23		11		16
Total liabilities		-		15		23		11		16
Net assets	$	342,203	$	153,917	$	291,613	$	121,321	$	96,230

Net assets
Accumulation units	$	342,203	$	153,917	$	291,613	$	121,321	$	96,230
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	342,203	$	153,917	$	291,613	$	121,321	$	96,230

Total number of mutual fund shares		18,058,211		14,815,393		16,411,726		8,741,493		2,035,228

Cost of mutual fund shares	$	278,625	$	122,577	$	279,065	$	98,699	$	86,687

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, 2010
(Dollars in thousands)


						ING
		ING		ING		Oppenheimer
		Oppenheimer		Oppenheimer		Global 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
Assets
Investments in mutual funds
at fair value	$	6,777	$	124,713	$	9,633	$	7,923	$	17,777
Total assets		6,777		124,713		9,633		7,923		17,777

Liabilities
Payable to related parties		1		14		-		-		1
Total liabilities		1		14		-		-		1
Net assets	$	6,776	$	124,699	$	9,633	$	7,923	$	17,776

Net assets
Accumulation units	$	6,776	$	124,699	$	9,633	$	7,923	$	17,776
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	6,776	$	124,699	$	9,633	$	7,923	$	17,776

Total number of mutual fund shares		488,239		9,238,030		819,174		658,056		1,608,770

Cost of mutual fund shares	$	6,294	$	135,297	$	9,073	$	7,448	$	17,182

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, 2010
(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
Assets
Investments in mutual funds
at fair value	$	18,482	$	11,159	$	1,270	$	6,790	$	11,833
Total assets		18,482		11,159		1,270		6,790		11,833

Liabilities
Payable to related parties		1		1		-		-		-
Total liabilities		1		1		-		-		-
Net assets	$	18,481	$	11,158	$	1,270	$	6,790	$	11,833

Net assets
Accumulation units	$	18,481	$	11,158	$	1,270	$	6,790	$	11,833
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	18,481	$	11,158	$	1,270	$	6,790	$	11,833

Total number of mutual fund shares		1,663,524		985,775		111,417		619,511		1,400,389

Cost of mutual fund shares	$	16,554	$	10,828	$	1,237	$	6,581	$	8,621

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, 2010
(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
Assets
Investments in mutual funds
at fair value	$	108,935	$	260,469	$	1,384	$	8,282	$	6,229
Total assets		108,935		260,469		1,384		8,282		6,229

Liabilities
Payable to related parties		10		26		-		1		-
Total liabilities		10		26		-		1		-
Net assets	$	108,925	$	260,443	$	1,384	$	8,281	$	6,229

Net assets
Accumulation units	$	108,925	$	260,443	$	1,384	$	8,281	$	6,229
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	108,925	$	260,443	$	1,384	$	8,281	$	6,229

Total number of mutual fund shares		2,020,307		23,679,040		43,276		260,779		693,670

Cost of mutual fund shares	$	85,546	$	251,417	$	1,112	$	8,065	$	7,051

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, 2010
(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
Assets
Investments in mutual funds
at fair value	$	189,053	$	2,070	$	207,495	$	1,451	$	601
Total assets		189,053		2,070		207,495		1,451		601

Liabilities
Payable to related parties		22		24		-		-		-
Total liabilities		22		24		-		-		-
Net assets	$	189,031	$	2,046	$	207,495	$	1,451	$	601

Net assets
Accumulation units	$	189,031	$	2,046	$	207,495	$	1,451	$	601
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	189,031	$	2,046	$	207,495	$	1,451	$	601

Total number of mutual fund shares		18,571,004		60,487	6,108,173			140,343		59,198

Cost of mutual fund shares	$	198,574	$	2,006	$	200,751	$	1,596	$	751

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, 2010
(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 5		Series 6
Assets
Investments in mutual funds
at fair value	$	775	$	114	$	449,751	$	11,353	$	10,708
Total assets		775		114		449,751		11,353		10,708

Liabilities
Payable to related parties		-		-		85		2		2
Total liabilities		-		-		85		2		2
Net assets	$	775	$	114	$	449,666	$	11,351	$	10,706

Net assets
Accumulation units	$	775	$	114	$	449,666	$	11,351	$	10,706
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	775	$	114	$	449,666	$	11,351	$	10,706

Total number of mutual fund shares		75,606		5,185		20,659,197		1,461,082		1,322,017

Cost of mutual fund shares	$	869	$	126	$	402,517	$	13,625	$	12,491

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, 2010
(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 7		Series 8		Series 9		Series 10		Series 11
Assets
Investments in mutual funds
at fair value	$	7,466	$	4,110	$	4,037	$	3,216	$	4,858
Total assets		7,466		4,110		4,037		3,216		4,858

Liabilities
Payable to related parties		1		1		1		-		1
Total liabilities		1		1		1		-		1
Net assets	$	7,465	$	4,109	$	4,036	$	3,216	$	4,857

Net assets
Accumulation units	$	7,465	$	4,109	$	4,036	$	3,216	$	4,857
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	7,465	$	4,109	$	4,036	$	3,216	$	4,857

Total number of mutual fund shares		941,483		517,037		504,584		395,552		605,751

Cost of mutual fund shares	$	8,726	$	4,802	$	4,669	$	3,729	$	5,468

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, 2010
(Dollars in thousands)


								ING BlackRock
								Science and		ING Euro
								Technology		STOXX 50
		ING GET U.S.		ING GET U.S.		ING GET U.S.		Opportunities		Index
		Core Portfolio -		Core Portfolio -		Core Portfolio -		Portfolio -		Portfolio -
		Series 12		Series 13		Series 14		Class S		Class A
Assets
Investments in mutual funds
at fair value	$	1,962	$	12,855	$	36,269	$	263,996	$	4,739
Total assets		1,962		12,855		36,269		263,996		4,739

Liabilities
Payable to related parties		-		1		10		30		-
Total liabilities		-		1		10		30		-
Net assets	$	1,962	$	12,854	$	36,259	$	263,966	$	4,739

Net assets
Accumulation units	$	1,962	$	12,854	$	36,259	$	263,966	$	4,739
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	1,962	$	12,854	$	36,259	$	263,966	$	4,739

Total number of mutual fund shares		248,060		1,310,398		3,555,738		45,050,481		451,737

Cost of mutual fund shares	$	2,281	$	13,081	$	36,042	$	195,339	$	4,799

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, 2010
(Dollars in thousands)


		ING FTSE 100		ING Hang Seng		ING Index Plus		ING Index Plus		ING Index Plus
		Index		Index		LargeCap		MidCap		SmallCap
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Portfolio -
		Class A		Class S		Class S		Class S		Class S
Assets
Investments in mutual funds
at fair value	$	3,596	$	81,891	$	161,358	$	131,443	$	99,912
Total assets		3,596		81,891		161,358		131,443		99,912

Liabilities
Payable to related parties		1		7		26		16		13
Total liabilities		1		7		26		16		13
Net assets	$	3,595	$	81,884	$	161,332	$	131,427	$	99,899

Net assets
Accumulation units	$	3,595	$	81,884	$	161,332	$	131,427	$	99,899
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	3,595	$	81,884	$	161,332	$	131,427	$	99,899

Total number of mutual fund shares		288,568		5,849,343		11,709,579		8,568,661		7,182,773

Cost of mutual fund shares	$	3,406	$	77,492	$	188,198	$	147,095	$	112,215

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, 2010
(Dollars in thousands)


		ING			ING Russell™			ING Russell™		ING Russell™
		International		ING Japan	Large Cap			Large Cap		Large Cap
		Index		TOPIX Index® Growth Index				Index		Value Index
		Portfolio -		Portfolio -	Portfolio -			Portfolio -		Portfolio -
		Class S		Class A	Class S			Class S		Class S
Assets
Investments in mutual funds
at fair value	$	65,051	$	8,464	$	142,599	$	356,023	$	35,230
Total assets		65,051		8,464		142,599		356,023		35,230

Liabilities
Payable to related parties		7		1		24		72		4
Total liabilities		7		1		24		72		4
Net assets	$	65,044	$	8,463	$	142,575	$	355,951	$	35,226

Net assets
Accumulation units	$	65,044	$	8,463	$	142,575	$	355,951	$	35,226
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	65,044	$	8,463	$	142,575	$	355,951	$	35,226

Total number of mutual fund shares		7,662,043		761,180	9,944,150			36,931,859		2,802,696

Cost of mutual fund shares	$	60,721	$	7,745	$	110,292	$	285,577	$	33,898

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, 2010
(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	$	298,032	$	120,867	$	174,071	$	102,451	$	232,655
Total assets		298,032		120,867		174,071		102,451		232,655

Liabilities
Payable to related parties		55		10		19		8		24
Total liabilities		55		10		19		8		24
Net assets	$	297,977	$	120,857	$	174,052	$	102,443	$	232,631

Net assets
Accumulation units	$	297,977	$	120,857	$	174,052	$	102,443	$	232,631
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	297,977	$	120,857	$	174,052	$	102,443	$	232,631

Total number of mutual fund shares		18,250,561		10,510,144		14,186,698		5,663,409		21,723,127

Cost of mutual fund shares	$	221,717	$	98,439	$	140,715	$	86,083	$	225,451

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, 2010
(Dollars in thousands)


		ING
		WisdomTree^SM
		Global High-		ING
		Yielding Equity		International		ING MidCap		ING SmallCap
		Index		Value		Opportunities		Opportunities		Invesco V.I.
		Portfolio -		Portfolio -		Portfolio -		Portfolio -		Leisure Fund -
		Class S		Class S		Class S		Class S		Series I Shares
Assets
Investments in mutual funds
at fair value	$	201,303	$	9,446	$	399,539	$	68,098	$	20,501
Total assets		201,303		9,446		399,539		68,098		20,501

Liabilities
Payable to related parties		21		1		82		12		4
Total liabilities		21		1		82		12		4
Net assets	$	201,282	$	9,445	$	399,457	$	68,086	$	20,497

Net assets
Accumulation units	$	201,282	$	9,445	$	399,455	$	68,086	$	20,497
Contracts in payout (annuitization)		-		-		2		-		-
Total net assets	$	201,282	$	9,445	$	399,457	$	68,086	$	20,497

Total number of mutual fund shares		25,289,327		1,093,264		34,863,762		3,273,939		2,582,020

Cost of mutual fund shares	$	182,261	$	12,438	$	328,450	$	55,910	$	23,283

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, 2010
(Dollars in thousands)


Legg Mason
		Legg Mason		Global Currents
		ClearBridge		Variable		Legg Mason		Oppenheimer		PIMCO Real
		Variable Large		International		Western Asset		Main Street		Return
		Cap Value		All Cap		Variable High		Small Cap		Portfolio -
		Portfolio -		Opportunity		Income		Fund®/VA -		Administrative
		Class I		Portfolio		Portfolio		Service Class		Class
Assets
Investments in mutual funds
at fair value	$	78	$	39	$	72	$	1,859	$	12,463
Total assets		78		39		72		1,859		12,463

Liabilities
Payable to related parties		-		-		-		-		-
Total liabilities		-		-		-		-		-
Net assets	$	78	$	39	$	72	$	1,859	$	12,463

Net assets
Accumulation units	$	78	$	39	$	72	$	1,859	$	12,463
Contracts in payout (annuitization)		-		-		-		-		-
Total net assets	$	78	$	39	$	72	$	1,859	$	12,463

Total number of mutual fund shares		5,946		6,106		12,049		106,224		948,509

Cost of mutual fund shares	$	98	$	53	$	75	$	1,563	$	11,885

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, 2010
(Dollars in thousands)


		Pioneer Equity									Wells Fargo
		Income VCT						ProFund VP			Advantage VT
		Portfolio -		ProFund VP		ProFund VP		Rising Rates			Omega Growth
		Class II		Bull		Europe 30		Opportunity		Fund	- Class 2
Assets
Investments in mutual funds
at fair value	$	15,666	$	15,115	$	9,263	$	10,543	$		1,487
Total assets		15,666		15,115		9,263		10,543			1,487

Liabilities
Payable to related parties		1		4		2		2			-
Total liabilities		1		4		2		2			-
Net assets	$	15,665	$	15,111	$	9,261	$	10,541	$		1,487

Net assets
Accumulation units	$	15,665	$	15,111	$	9,261	$	10,541	$		1,487
Contracts in payout (annuitization)		-		-		-		-			-
Total net assets	$	15,665	$	15,111	$	9,261	$	10,541	$		1,487

Total number of mutual fund shares		796,015		574,717		435,512		878,592			61,962

Cost of mutual fund shares	$	16,702	$	17,525	$	12,000	$	16,855	$		1,177

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, 2010
(Dollars in thousands)


		Wells Fargo				Wells Fargo
		Advantage VT		Wells Fargo		Advantage VT		Wells Fargo
		Index Asset		Advantage VT		Small Cap		Advantage VT
		Allocation		Intrinsic Value		Growth Fund -		Total Return
		Fund- Class 2		Fund- Class 2		Class 2		Bond Fund
Assets
Investments in mutual funds
at fair value	$	2,156	$	807	$	436	$	1,075
Total assets		2,156		807		436		1,075

Liabilities
Payable to related parties		-		-		-		-
Total liabilities		-		-		-		-
Net assets	$	2,156	$	807	$	436	$	1,075

Net assets
Accumulation units	$	2,156	$	807	$	436	$	1,075
Contracts in payout (annuitization)		-		-		-		-
Total net assets	$	2,156	$	807	$	436	$	1,075

Total number of mutual fund shares		183,919		63,278		54,164		103,254

Cost of mutual fund shares	$	2,332	$	896	$	397	$	1,027

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, 2010
(Dollars in thousands)


								Columbia
		BlackRock			Columbia Asset			Federal		Columbia Large Columbia Small
		Global			Allocation			Securities Fund,		Cap Growth		Cap Value
		Allocation V.I.			Fund, Variable			Variable		Fund, Variable		Fund, Variable
		Fund - Class III			Series - Class A			Series-Class A		Series - Class A		Series - Class B
Net investment income (loss)
Income:
Dividends	$	12,130		$	7		$	1	$	2		$	1,607
Total investment income		12,130			7			1		2			1,607
Expenses:
Mortality, expense risk
and other charges		17,303			5			-		5			2,663
Annual administrative charges		168			-			-		-			59
Contingent deferred sales charges		847			-			-		-			141
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		7,720			-			-		-			1,230
Amortization of deferred charges		-			-			-		-			-
Total expenses		26,038			5			-		5			4,093
Net investment income (loss)		(13,908	)		2			1		(3	)		(2,486	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(682	)		(7	)		-		1			(2,149	)
Capital gains distributions		6,589			-			-		-			-
Total realized gain (loss) on investments
and capital gains distributions		5,907			(7	)		-		1			(2,149	)
Net unrealized appreciation
(depreciation) of investments		80,227			36			-		51			36,552
Net realized and unrealized gain (loss)
on investments		86,134			29			-		52			34,403
Net increase (decrease) in net assets
resulting from operations	$	72,226		$	31		$	1	$	49		$	31,917

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, 2010
(Dollars in thousands)


		Columbia Small
		Company		Fidelity® VIP			Fidelity® VIP				Franklin Small
		Growth Fund,		Equity-Income			Contrafund®				Cap Value			ING Balanced
		Variable		Portfolio -			Portfolio -				Securities			Portfolio -
		Series - Class A		Service Class 2			Service Class 2			Fund	- Class 2			Class S
Net investment income (loss)
Income:
Dividends	$	-	$	2,738		$	7,459		$		99		$	178
Total investment income		-		2,738			7,459				99			178
Expenses:
Mortality, expense risk
and other charges		-		2,930			12,562				137			81
Annual administrative charges		-		54			167				1			1
Contingent deferred sales charges		-		127			701				2			1
Minimum death benefit guarantee charges		-		-			-				-			-
Other contract charges		-		1,143			4,957				63			10
Amortization of deferred charges		-		-			-				-			-
Total expenses		-		4,254			18,387				203			93
Net investment income (loss)		-		(1,516	)		(10,928	)			(104	)		85

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		1		(10,528	)		(63,525	)			(451	)		(376	)
Capital gains distributions		-		-			338				-			-
Total realized gain (loss) on investments
and capital gains distributions		1		(10,528	)		(63,187	)			(451	)		(376	)
Net unrealized appreciation
(depreciation) of investments		5		32,195			174,292				3,628			1,064
Net realized and unrealized gain (loss)
on investments		6		21,667			111,105				3,177			688
Net increase (decrease) in net assets
resulting from operations	$	6	$	20,151		$	100,177		$		3,073		$	773

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, 2010
(Dollars in thousands)


		ING			ING American									ING American
		Intermediate			Funds Asset			ING American			ING American			Funds Growth-
		Bond Portfolio -			Allocation			Funds Bond			Funds Growth			Income
		Class S			Portfolio			Portfolio			Portfolio			Portfolio
Net investment income (loss)
Income:
Dividends	$	59,467		$	5,137		$	12,256		$	2,366		$	12,857
Total investment income		59,467			5,137			12,256			2,366			12,857
Expenses:
Mortality, expense risk
and other charges		21,246			5,390			8,652			36,035			22,822
Annual administrative charges		308			65			96			520			327
Contingent deferred sales charges		1,512			249			558			2,013			1,274
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		7,953			2,509			3,683			15,228			9,209
Amortization of deferred charges		1			-			-			-			-
Total expenses		31,020			8,213			12,989			53,796			33,632
Net investment income (loss)		28,447			(3,076	)		(733	)		(51,430	)		(20,775	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(15,380	)		(2,417	)		4,659			(10,588	)		(17,563	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(15,380	)		(2,417	)		4,659			(10,588	)		(17,563	)
Net unrealized appreciation
(depreciation) of investments		71,889			34,540			13,720			362,204			141,030
Net realized and unrealized gain (loss)
on investments		56,509			32,123			18,379			351,616			123,467
Net increase (decrease) in net assets
resulting from operations	$	84,956		$	29,047		$	17,646		$	300,186		$	102,692

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, 2010
(Dollars in thousands)


					ING American									ING BlackRock
		ING American			Funds World			ING Artio			ING Artio			Inflation
		Funds			Allocation			Foreign			Foreign			Protected Bond
		International			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Portfolio			Service Class			Service Class			Service 2 Class			Service Class
Net investment income (loss)
Income:
Dividends	$	12,055		$	1,164		$	-		$	-		$	3,828
Total investment income		12,055			1,164			-			-			3,828
Expenses:
Mortality, expense risk
and other charges		22,146			2,197			9,216			777			3,826
Annual administrative charges		290			34			141			11			46
Contingent deferred sales charges		1,069			94			456			16			310
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		8,887			983			3,635			392			1,501
Amortization of deferred charges		2			-			-			-			-
Total expenses		32,394			3,308			13,448			1,196			5,683
Net investment income (loss)		(20,339	)		(2,144	)		(13,448	)		(1,196	)		(1,855	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(9,841	)		3,321			(37,266	)		(841	)		5,417
Capital gains distributions		1,749			3,466			-			-			3,989
Total realized gain (loss) on investments
and capital gains distributions		(8,092	)		6,787			(37,266	)		(841	)		9,406
Net unrealized appreciation
(depreciation) of investments		72,017			7,916			67,844			3,569			(1,393	)
Net realized and unrealized gain (loss)
on investments		63,925			14,703			30,578			2,728			8,013
Net increase (decrease) in net assets
resulting from operations	$	43,586		$	12,559		$	17,130		$	1,532		$	6,158

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, 2010
(Dollars in thousands)


		ING BlackRock
		Large Cap			ING BlackRock			ING BlackRock			ING BlackRock			ING Clarion
		Growth			Large Cap			Large Cap			Large Cap			Global Real
		Portfolio -			Growth			Value			Value			Estate
		Institutional			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Class			Service Class			Service Class			Service 2 Class			Service Class
Net investment income (loss)
Income:
Dividends	$	1		$	351		$	316		$	24		$	12,530
Total investment income		1			351			316			24			12,530
Expenses:
Mortality, expense risk
and other charges		1			2,202			420			36			2,394
Annual administrative charges		-			41			8			1			31
Contingent deferred sales charges		-			137			22			1			141
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			838			170			19			1,012
Amortization of deferred charges		-			-			-			-			-
Total expenses		1			3,218			620			57			3,578
Net investment income (loss)		-			(2,867	)		(304	)		(33	)		8,952

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(5	)		(12,948	)		(1,123	)		(60	)		(12,871	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(5	)		(12,948	)		(1,123	)		(60	)		(12,871	)
Net unrealized appreciation
(depreciation) of investments		24			27,371			3,257			248			21,303
Net realized and unrealized gain (loss)
on investments		19			14,423			2,134			188			8,432
Net increase (decrease) in net assets
resulting from operations	$	19		$	11,556		$	1,830		$	155		$	17,384

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, 2010
(Dollars in thousands)


		ING Clarion
		Global Real			ING Clarion			ING Clarion			ING DFA			ING FMR^SM
		Estate			Real Estate			Real Estate			World Equity			Diversified Mid
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Cap Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	189		$	10,635		$	646		$	3,058		$	1,140
Total investment income		189			10,635			646			3,058			1,140
Expenses:
Mortality, expense risk
and other charges		39			5,408			351			2,825			13,375
Annual administrative charges		-			136			6			41			301
Contingent deferred sales charges		-			383			7			214			563
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		20			1,920			175			1,349			4,479
Amortization of deferred charges		-			-			-			-			-
Total expenses		59			7,847			539			4,429			18,718
Net investment income (loss)		130			2,788			107			(1,371	)		(17,578	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(214	)		(41,124	)		(1,222	)		(9,140	)		(4,283	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(214	)		(41,124	)		(1,222	)		(9,140	)		(4,283	)
Net unrealized appreciation
(depreciation) of investments		340			107,984			5,386			45,833			198,771
Net realized and unrealized gain (loss)
on investments		126			66,860			4,164			36,693			194,488
Net increase (decrease) in net assets
resulting from operations	$	256		$	69,648		$	4,271		$	35,322		$	176,910

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, 2010
(Dollars in thousands)


														ING Franklin
														Templeton
		ING FMR^SM			ING Franklin			ING Franklin			ING Franklin			Founding
		Diversified Mid			Income			Income			Mutual Shares			Strategy
		Cap Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	14		$	22,765		$	386		$	826		$	21,173
Total investment income		14			22,765			386			826			21,173
Expenses:
Mortality, expense risk
and other charges		608			7,568			135			3,248			14,001
Annual administrative charges		10			100			2			41			194
Contingent deferred sales charges		15			445			5			185			989
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		297			2,597			60			1,236			6,464
Amortization of deferred charges		-			-			-			-			-
Total expenses		930			10,710			202			4,710			21,648
Net investment income (loss)		(916	)		12,055			184			(3,884	)		(475	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		4			(14,915	)		(356	)		(6,678	)		(21,543	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		4			(14,915	)		(356	)		(6,678	)		(21,543	)
Net unrealized appreciation
(depreciation) of investments		8,557			45,243			911			26,730			84,632
Net realized and unrealized gain (loss)
on investments		8,561			30,328			555			20,052			63,089
Net increase (decrease) in net assets
resulting from operations	$	7,645		$	42,383		$	739		$	16,168		$	62,614

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, 2010
(Dollars in thousands)


														ING JPMorgan
		ING Global			ING Global			ING Janus			ING Janus			Emerging
		Resources			Resources			Contrarian			Contrarian			Markets Equity
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service 2 Class			Service Class
Net investment income (loss)
Income:
Dividends	$	5,794		$	228		$	-		$	-		$	3,307
Total investment income		5,794			228			-			-			3,307
Expenses:
Mortality, expense risk
and other charges		10,677			483			7,642			395			10,909
Annual administrative charges		176			7			145			6			170
Contingent deferred sales charges		830			13			473			6			772
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		4,361			245			2,841			194			4,403
Amortization of deferred charges		-			-			-			-			-
Total expenses		16,044			748			11,101			601			16,254
Net investment income (loss)		(10,250	)		(520	)		(11,101	)		(601	)		(12,947	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(41,252	)		(88	)		(43,922	)		(1,251	)		21,402
Capital gains distributions		-			-			-			-			35,622
Total realized gain (loss) on investments
and capital gains distributions		(41,252	)		(88	)		(43,922	)		(1,251	)		57,024
Net unrealized appreciation
(depreciation) of investments		151,810			5,354			100,869			4,066			53,580
Net realized and unrealized gain (loss)
on investments		110,558			5,266			56,947			2,815			110,604
Net increase (decrease) in net assets
resulting from operations	$	100,308		$	4,746		$	45,846		$	2,214		$	97,657

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, 2010
(Dollars in thousands)


		ING JPMorgan			ING JPMorgan			ING JPMorgan
		Emerging			Small Cap Core			Small Cap Core			ING Large Cap			ING Large Cap
		Markets Equity			Equity			Equity			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	$	140		$	548		$	39		$	365		$	-
Total investment income		140			548			39			365			-
Expenses:
Mortality, expense risk
and other charges		581			3,323			630			1,876			16
Annual administrative charges		8			59			11			25			-
Contingent deferred sales charges		8			171			13			69			1
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		282			1,370			315			759			8
Amortization of deferred charges		-			-			-			-			-
Total expenses		879			4,923			969			2,729			25
Net investment income (loss)		(739	)		(4,375	)		(930	)		(2,364	)		(25	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		1,599			(8,135	)		(127	)		9,661			8
Capital gains distributions		1,879			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		3,478			(8,135	)		(127	)		9,661			8
Net unrealized appreciation
(depreciation) of investments		2,504			54,337			8,527			4,067			101
Net realized and unrealized gain (loss)
on investments		5,982			46,202			8,400			13,728			109
Net increase (decrease) in net assets
resulting from operations	$	5,243		$	41,827		$	7,470		$	11,364		$	84

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, 2010
(Dollars in thousands)


											ING Lord			ING Lord
		ING Limited			ING Liquid			ING Liquid			Abbett Growth			Abbett Growth
		Maturity Bond			Assets			Assets			and Income			and Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class			Service 2 Class
Net investment income (loss)
Income:
Dividends	$	3,817		$	-		$	-		$	289		$	8
Total investment income		3,817			-			-			289			8
Expenses:
Mortality, expense risk
and other charges		1,686			21,689			483			961			36
Annual administrative charges		47			404			7			22			1
Contingent deferred sales charges		49			5,618			68			31			-
Minimum death benefit guarantee charges		-			1			-			-			-
Other contract charges		186			6,128			203			272			14
Amortization of deferred charges		6			2			-			-			-
Total expenses		1,974			33,842			761			1,286			51
Net investment income (loss)		1,843			(33,842	)		(761	)		(997	)		(43	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(2,701	)		-			-			(3,306	)		(72	)
Capital gains distributions		-			46			1			-			-
Total realized gain (loss) on investments
and capital gains distributions		(2,701	)		46			1			(3,306	)		(72	)
Net unrealized appreciation
(depreciation) of investments		2,199			-			-			11,792			383
Net realized and unrealized gain (loss)
on investments		(502	)		46			1			8,486			311
Net increase (decrease) in net assets
resulting from operations	$	1,341		$	(33,796	)	$	(760	)	$	7,489		$	268

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, 2010
(Dollars in thousands)


								ING Marsico
		ING Marsico			ING Marsico			International			ING MFS Total			ING MFS Total
		Growth			Growth			Opportunities			Return			Return
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service Class			Service 2 Class
Net investment income (loss)
Income:
Dividends	$	2,486		$	73		$	2,340		$	3,462		$	153
Total investment income		2,486			73			2,340			3,462			153
Expenses:
Mortality, expense risk
and other charges		7,722			308			2,763			12,892			613
Annual administrative charges		225			5			42			282			9
Contingent deferred sales charges		242			6			161			666			9
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		2,161			151			1,168			3,539			291
Amortization of deferred charges		-			-			-			-			-
Total expenses		10,350			470			4,134			17,379			922
Net investment income (loss)		(7,864	)		(397	)		(1,794	)		(13,917	)		(769	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		22,836			371			(16,229	)		(14,725	)		(1,159	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		22,836			371			(16,229	)		(14,725	)		(1,159	)
Net unrealized appreciation
(depreciation) of investments		57,749			2,737			33,704			81,411			4,118
Net realized and unrealized gain (loss)
on investments		80,585			3,108			17,475			66,686			2,959
Net increase (decrease) in net assets
resulting from operations	$	72,721		$	2,711		$	15,681		$	52,769		$	2,190

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, 2010
(Dollars in thousands)


											ING Morgan			ING
					ING Morgan			ING Morgan			Stanley Global			Oppenheimer
		ING MFS			Stanley Global			Stanley Global			Tactical Asset			Active
		Utilities			Franchise			Franchise			Allocation			Allocation
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	10,827		$	1,219		$	186		$	597		$	678
Total investment income		10,827			1,219			186			597			678
Expenses:
Mortality, expense risk
and other charges		7,049			4,913			1,089			951			583
Annual administrative charges		127			83			18			15			8
Contingent deferred sales charges		700			316			25			67			37
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		2,882			2,030			518			463			278
Amortization of deferred charges		-			-			-			-			-
Total expenses		10,758			7,342			1,650			1,496			906
Net investment income (loss)		69			(6,123	)		(1,464	)		(899	)		(228	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(17,954	)		(3,097	)		915			1,468			1,085
Capital gains distributions		-			-			-			2,604			1,180
Total realized gain (loss) on investments
and capital gains distributions		(17,954	)		(3,097	)		915			4,072			2,265
Net unrealized appreciation
(depreciation) of investments		59,196			38,217			6,740			(241	)		2,269
Net realized and unrealized gain (loss)
on investments		41,242			35,120			7,655			3,831			4,534
Net increase (decrease) in net assets
resulting from operations	$	41,311		$	28,997		$	6,191		$	2,932		$	4,306

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, 2010
(Dollars in thousands)


		ING PIMCO			ING PIMCO			ING PIMCO						ING Pioneer
		High Yield			Total Return			Total Return			ING Pioneer			Mid Cap Value
		Portfolio -			Bond Portfolio -			Bond Portfolio -			Fund Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	33,464		$	147,318		$	3,322		$	561		$	4,710
Total investment income		33,464			147,318			3,322			561			4,710
Expenses:
Mortality, expense risk
and other charges		7,705			55,363			1,358			866			9,458
Annual administrative charges		149			652			14			16			196
Contingent deferred sales charges		380			3,845			54			51			434
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		2,188			21,055			573			339			3,472
Amortization of deferred charges		-			2			-			-			1
Total expenses		10,422			80,917			1,999			1,272			13,561
Net investment income (loss)		23,042			66,401			1,323			(711	)		(8,851	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,773	)		74,091			1,877			(747	)		(8,551	)
Capital gains distributions		-			92,456			2,160			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,773	)		166,547			4,037			(747	)		(8,551	)
Net unrealized appreciation
(depreciation) of investments		27,518			(75,929	)		(1,803	)		7,731			94,301
Net realized and unrealized gain (loss)
on investments		25,745			90,618			2,234			6,984			85,750
Net increase (decrease) in net assets
resulting from operations	$	48,787		$	157,019		$	3,557		$	6,273		$	76,899

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, 2010
(Dollars in thousands)


								ING Retirement						ING T. Rowe
		ING Retirement			ING Retirement			Moderate			ING Retirement			Price Capital
		Conservative			Growth			Growth			Moderate			Appreciation
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Adviser Class			Adviser Class			Adviser Class			Adviser Class			Service Class
Net investment income (loss)
Income:
Dividends	$	1,071		$	16,912		$	14,690		$	10,229		$	40,830
Total investment income		1,071			16,912			14,690			10,229			40,830
Expenses:
Mortality, expense risk
and other charges		8,059			77,295			53,561			31,005			42,929
Annual administrative charges		104			1,446			796			428			733
Contingent deferred sales charges		369			4,326			3,078			1,950			2,220
Minimum death benefit guarantee charges		-			-			-			-			1
Other contract charges		3,415			36,986			22,044			12,090			15,396
Amortization of deferred charges		-			1			-			-			3
Total expenses		11,947			120,054			79,479			45,473			61,282
Net investment income (loss)		(10,876	)		(103,142	)		(64,789	)		(35,244	)		(20,452	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		6,379			14,110			11,281			7,515			36,663
Capital gains distributions		685			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		7,064			14,110			11,281			7,515			36,663
Net unrealized appreciation
(depreciation) of investments		28,820			454,929			296,213			145,924			251,543
Net realized and unrealized gain (loss)
on investments		35,884			469,039			307,494			153,439			288,206
Net increase (decrease) in net assets
resulting from operations	$	25,008		$	365,897		$	242,705		$	118,195		$	267,754

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, 2010
(Dollars in thousands)


		ING T. Rowe			ING T. Rowe			ING T. Rowe
		Price Capital			Price Equity			Price Equity			ING Templeton		ING Templeton
		Appreciation			Income			Income			Global Growth Global 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	$	1,186		$	10,497		$	345		$	4,197		$	64
Total investment income		1,186			10,497			345			4,197			64
Expenses:
Mortality, expense risk
and other charges		1,476			10,816			398			4,659			80
Annual administrative charges		20			211			7			88			1
Contingent deferred sales charges		56			456			9			210			2
Minimum death benefit guarantee charges		-			1			-			-			-
Other contract charges		692			3,794			197			1,522			40
Amortization of deferred charges		-			5			-			-			-
Total expenses		2,244			15,283			611			6,479			123
Net investment income (loss)		(1,058	)		(4,786	)		(266	)		(2,282	)		(59	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,826	)		(1,343	)		(529	)		7,209			(111	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,826	)		(1,343	)		(529	)		7,209			(111	)
Net unrealized appreciation
(depreciation) of investments		11,276			79,450			3,345			8,384			363
Net realized and unrealized gain (loss)
on investments		9,450			78,107			2,816			15,593			252
Net increase (decrease) in net assets
resulting from operations	$	8,392		$	73,321		$	2,550		$	13,311		$	193

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, 2010
(Dollars in thousands)


		ING Van			ING Van
		Kampen			Kampen			ING Wells			ING Wells		ING Wells
		Growth and			Growth and			Fargo			Fargo Small		Fargo Small
		Income			Income			HealthCare			Cap Disciplined Cap Disciplined
		Portfolio -			Portfolio -			Portfolio -			Portfolio -		Portfolio -
		Service Class			Service 2 Class			Service Class			Service Class		Service 2 Class
Net investment income (loss)
Income:
Dividends	$	1,126		$	126		$	-		$	165		$	2
Total investment income		1,126			126			-			165			2
Expenses:
Mortality, expense risk
and other charges		7,638			909			2,999			252			5
Annual administrative charges		182			12			51			2			-
Contingent deferred sales charges		233			24			216			13			-
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		1,833			407			1,251			106			3
Amortization of deferred charges		1			-			-			-			-
Total expenses		9,887			1,352			4,517			373			8
Net investment income (loss)		(8,761	)		(1,226	)		(4,517	)		(208	)		(6	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(534	)		(637	)		(3,202	)		(391	)		(168	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(534	)		(637	)		(3,202	)		(391	)		(168	)
Net unrealized appreciation
(depreciation) of investments		51,923			6,418			13,238			(1,111	)		144
Net realized and unrealized gain (loss)
on investments		51,389			5,781			10,036			(1,502	)		(24	)
Net increase (decrease) in net assets
resulting from operations	$	42,628		$	4,555		$	5,519		$	(1,710	)	$	(30	)

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, 2010
(Dollars in thousands)


					ING American			ING Baron			ING Columbia
					Century Small-			Small Cap			Small Cap			ING Davis New
		ING Diversified			Mid Cap Value			Growth			Value			York Venture
		International			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Fund - Class R			Service Class			Service Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	1		$	27		$	-		$	1,807		$	1,139
Total investment income		1			27			-			1,807			1,139
Expenses:
Mortality, expense risk
and other charges		2			25			5,076			2,547			4,752
Annual administrative charges		-			-			65			29			47
Contingent deferred sales charges		-			-			246			204			208
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		1			15			2,092			1,063			1,843
Amortization of deferred charges		-			-			-			-			-
Total expenses		3			40			7,479			3,843			6,850
Net investment income (loss)		(2	)		(13	)		(7,479	)		(2,036	)		(5,711	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(23	)		(10	)		(12,141	)		(5,961	)		(6,120	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(23	)		(10	)		(12,141	)		(5,961	)		(6,120	)
Net unrealized appreciation
(depreciation) of investments		37			503			82,791			37,638			35,925
Net realized and unrealized gain (loss)
on investments		14			493			70,650			31,677			29,805
Net increase (decrease) in net assets
resulting from operations	$	12		$	480		$	63,171		$	29,641		$	24,094

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, 2010
(Dollars in thousands)


					ING Legg
					Mason							ING
					ClearBridge		ING			ING		Oppenheimer
		ING JPMorgan			Aggressive		Oppenheimer			Oppenheimer Global Strategic
		Mid Cap Value			Growth		Global			Global		Income
		Portfolio -			Portfolio -		Portfolio -			Portfolio -		Portfolio -
		Service Class			Service Class		Initial Class			Service Class		Service Class
Net investment income (loss)
Income:
Dividends	$	850		$	-		$	111	$	1,712		$	282
Total investment income		850			-			111		1,712			282
Expenses:
Mortality, expense risk
and other charges		1,586			1,567			82		1,936			87
Annual administrative charges		23			31			2		29			1
Contingent deferred sales charges		116			72			4		117			-
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		561			733			2		745			14
Amortization of deferred charges		-			-			-		-			-
Total expenses		2,286			2,403			90		2,827			102
Net investment income (loss)		(1,436	)		(2,403	)		21		(1,115	)		180

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		3,385			1,561			51		(3,646	)		60
Capital gains distributions		-			-			-		-			-
Total realized gain (loss) on investments
and capital gains distributions		3,385			1,561			51		(3,646	)		60
Net unrealized appreciation
(depreciation) of investments		15,568			18,139			825		19,426			947
Net realized and unrealized gain (loss)
on investments		18,953			19,700			876		15,780			1,007
Net increase (decrease) in net assets
resulting from operations	$	17,517		$	17,297		$	897	$	14,665		$	1,187

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, 2010
(Dollars in thousands)


		ING PIMCO
		Total Return		ING Solution			ING Solution			ING Solution			ING Solution
		Portfolio -		2015 Portfolio -			2025 Portfolio -			2035 Portfolio -			2045 Portfolio -
		Service Class		Service Class			Service Class			Service Class			Service Class
Net investment income (loss)
Income:
Dividends	$	280	$	384		$	278		$	136		$	12
Total investment income		280		384			278			136			12
Expenses:
Mortality, expense risk
and other charges		87		179			178			119			15
Annual administrative charges		1		1			1			1			1
Contingent deferred sales charges		1		-			2			(41	)		-
Minimum death benefit guarantee charges		-		-			-			-			-
Other contract charges		17		89			96			65			8
Amortization of deferred charges		-		-			-			-			-
Total expenses		106		269			277			144			24
Net investment income (loss)		174		115			1			(8	)		(12	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		68		(244	)		(346	)		(703	)		(101	)
Capital gains distributions		11		-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		79		(244	)		(346	)		(703	)		(101	)
Net unrealized appreciation
(depreciation) of investments		304		1,685			2,336			2,012			270
Net realized and unrealized gain (loss)
on investments		383		1,441			1,990			1,309			169
Net increase (decrease) in net assets
resulting from operations	$	557	$	1,556		$	1,991		$	1,301		$	157

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, 2010
(Dollars in thousands)


					ING T. Rowe
					Price			ING T. Rowe
		ING Solution			Diversified Mid			Price Growth			ING Templeton			ING Thornburg
		Income			Cap Growth			Equity			Foreign Equity			Value
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Service Class			Initial Class
Net investment income (loss)
Income:
Dividends	$	220		$	7		$	32		$	5,157		$	21
Total investment income		220			7			32			5,157			21
Expenses:
Mortality, expense risk
and other charges		72			108			1,561			4,284			20
Annual administrative charges		1			1			18			54			-
Contingent deferred sales charges		-			1			44			202			1
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		22			56			588			1,712			1
Amortization of deferred charges		-			-			-			-			-
Total expenses		95			166			2,211			6,252			22
Net investment income (loss)		125			(159	)		(2,179	)		(1,095	)		(1	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(93	)		(243	)		3,028			(22,924	)		37
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(93	)		(243	)		3,028			(22,924	)		37
Net unrealized appreciation
(depreciation) of investments		480			2,896			10,347			34,948			88
Net realized and unrealized gain (loss)
on investments		387			2,653			13,375			12,024			125
Net increase (decrease) in net assets
resulting from operations	$	512		$	2,494		$	11,196		$	10,929		$	124

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, 2010
(Dollars in thousands)


					ING UBS U.S.			ING Van			ING Van			ING Van
		ING Thornburg			Large Cap			Kampen			Kampen Equity			Kampen Equity
		Value			Equity			Comstock			and Income			and Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Initial Class			Service Class
Net investment income (loss)
Income:
Dividends	$	113		$	41		$	2,439		$	38		$	3,264
Total investment income		113			41			2,439			38			3,264
Expenses:
Mortality, expense risk
and other charges		117			96			3,003			18			3,261
Annual administrative charges		2			2			47			17			32
Contingent deferred sales charges		7			6			123			56			108
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		43			34			1,220			383			829
Amortization of deferred charges		-			-			-			-			-
Total expenses		169			138			4,393			474			4,230
Net investment income (loss)		(56	)		(97	)		(1,954	)		(436	)		(966	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(142	)		(269	)		(9,007	)		(8	)		(4,615	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(142	)		(269	)		(9,007	)		(8	)		(4,615	)
Net unrealized appreciation
(depreciation) of investments		831			974			30,877			224			23,524
Net realized and unrealized gain (loss)
on investments		689			705			21,870			216			18,909
Net increase (decrease) in net assets
resulting from operations	$	633		$	608		$	19,916		$	(220	)	$	17,943

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, 2010
(Dollars in thousands)


		ING Strategic		ING Strategic				ING Strategic
		Allocation		Allocation				Allocation			ING Growth			ING Growth
		Conservative		Growth				Moderate			and Income			and Income
		Portfolio -		Portfolio -				Portfolio -			Portfolio -			Portfolio -
		Class S		Class S				Class S			Class I			Class S
Net investment income (loss)
Income:
Dividends	$	59		$	20		$	30		$	1		$	3,565
Total investment income		59			20			30			1			3,565
Expenses:
Mortality, expense risk
and other charges		14			6			8			1			7,327
Annual administrative charges		-			-			-			-			180
Contingent deferred sales charges		-			-			-			-			282
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			-			2			-			2,418
Amortization of deferred charges		-			-			-			-			-
Total expenses		14			6			10			1			10,207
Net investment income (loss)		45			14			20			-			(6,642	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(42	)		(50	)		(66	)		(2	)		(4,991	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(42	)		(50	)		(66	)		(2	)		(4,991	)
Net unrealized appreciation
(depreciation) of investments		130			98			116			15			57,770
Net realized and unrealized gain (loss)
on investments		88			48			50			13			52,779
Net increase (decrease) in net assets
resulting from operations	$	133		$	62		$	70		$	13		$	46,137

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, 2010
(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	$	226		$	270		$	193		$	104		$	95
Total investment income		226			270			193			104			95
Expenses:
Mortality, expense risk
and other charges		255			239			173			86			85
Annual administrative charges		5			5			3			2			2
Contingent deferred sales charges		12			17			6			8			6
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			-			-			-			-
Amortization of deferred charges		-			-			-			-			-
Total expenses		272			261			182			96			93
Net investment income (loss)		(46	)		9			11			8			2

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(970	)		(945	)		(866	)		(409	)		(338	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(970	)		(945	)		(866	)		(409	)		(338	)
Net unrealized appreciation
(depreciation) of investments		993			931			900			420			419
Net realized and unrealized gain (loss)
on investments		23			(14	)		34			11			81
Net increase (decrease) in net assets
resulting from operations	$	(23	)	$	(5	)	$	45		$	19		$	83

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, 2010
(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	$	97		$	126		$	58		$	355		$	1,566
Total investment income		97			126			58			355			1,566
Expenses:
Mortality, expense risk
and other charges		77			106			41			240			723
Annual administrative charges		1			1			1			8			17
Contingent deferred sales charges		8			2			1			4			11
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		-			-			-			-			-
Amortization of deferred charges		-			-			-			-			-
Total expenses		86			109			43			252			751
Net investment income (loss)		11			17			15			103			815

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(252	)		(293	)		(115	)		(209	)		(68	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(252	)		(293	)		(115	)		(209	)		(68	)
Net unrealized appreciation
(depreciation) of investments		312			414			176			791			1,300
Net realized and unrealized gain (loss)
on investments		60			121			61			582			1,232
Net increase (decrease) in net assets
resulting from operations	$	71		$	138		$	76		$	685		$	2,047

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, 2010
(Dollars in thousands)


		ING BlackRock
		Science and
		Technology			ING Euro									ING Index Plus
		Opportunities			STOXX 50			ING FTSE 100			ING Hang Seng			LargeCap
		Portfolio -			Index Portfolio -			Index Portfolio -			Index Portfolio -			Portfolio -
		Class S			Class A			Class A			Class S			Class S
Net investment income (loss)
Income:
Dividends	$	-		$	6		$	6		$	35		$	2,845
Total investment income		-			6			6			35			2,845
Expenses:
Mortality, expense risk
and other charges		3,964			42			35			1,041			2,459
Annual administrative charges		58			1			2			15			66
Contingent deferred sales charges		235			1			5			79			69
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		1,693			19			33			458			690
Amortization of deferred charges		-			-			-			-			-
Total expenses		5,950			63			75			1,593			3,284
Net investment income (loss)		(5,950	)		(57	)		(69	)		(1,558	)		(439	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(731	)		45			169			1,115			(14,359	)
Capital gains distributions		-			3			7			-			-
Total realized gain (loss) on investments
and capital gains distributions		(731	)		48			176			1,115			(14,359	)
Net unrealized appreciation
(depreciation) of investments		37,693			(60	)		183			2,737			31,703
Net realized and unrealized gain (loss)
on investments		36,962			(12	)		359			3,852			17,344
Net increase (decrease) in net assets
resulting from operations	$	31,012		$	(69	)	$	290		$	2,294		$	16,905

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, 2010
(Dollars in thousands)


														ING
		ING Index Plus			ING Index Plus			ING			ING Japan			Opportunistic
		MidCap			SmallCap			International			TOPIX Index®			Large Cap
		Portfolio -			Portfolio -			Index Portfolio -			Portfolio -			Portfolio -
		Class S			Class S			Class S			Class A			Class S
Net investment income (loss)
Income:
Dividends	$	1,103		$	480		$	2,278		$	3		$	175
Total investment income		1,103			480			2,278			3			175
Expenses:
Mortality, expense risk
and other charges		2,082			1,587			965			81			106
Annual administrative charges		35			26			12			2			1
Contingent deferred sales charges		97			63			106			6			15
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		760			613			362			15			25
Amortization of deferred charges		-			-			-			-			-
Total expenses		2,974			2,289			1,445			104			147
Net investment income (loss)		(1,871	)		(1,809	)		833			(101	)		28

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(7,964	)		(6,416	)		3,016			(63	)		(4,925	)
Capital gains distributions		-			-			-			1			-
Total realized gain (loss) on investments
and capital gains distributions		(7,964	)		(6,416	)		3,016			(62	)		(4,925	)
Net unrealized appreciation
(depreciation) of investments		31,547			25,210			(3,261	)		717			4,089
Net realized and unrealized gain (loss)
on investments		23,583			18,794			(245	)		655			(836	)
Net increase (decrease) in net assets
resulting from operations	$	21,712		$	16,985		$	588		$	554		$	(808	)

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, 2010
(Dollars in thousands)


		ING Russell™			ING Russell™			ING Russell™		ING Russell™			ING Russell™
		Global Large			Large Cap			Large Cap		Large Cap			Mid Cap
		Cap Index 75%			Growth Index			Index		Value Index			Growth Index
		Portfolio -			Portfolio -			Portfolio -		Portfolio -			Portfolio -
		Class S			Class S			Class S		Class S			Class S
Net investment income (loss)
Income:
Dividends	$	80		$	767		$	11,996	$	488		$	804
Total investment income		80			767			11,996		488			804
Expenses:
Mortality, expense risk
and other charges		96			2,294			5,827		502			4,356
Annual administrative charges		-			50			154		10			114
Contingent deferred sales charges		9			140			276		57			175
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		42			987			1,476		115			1,276
Amortization of deferred charges		-			-			1		-			1
Total expenses		147			3,471			7,734		684			5,922
Net investment income (loss)		(67	)		(2,704	)		4,262		(196	)		(5,118	)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		2,364			3,772			12,960		862			8,173
Capital gains distributions		1,361			-			-		3,285			2,414
Total realized gain (loss) on investments
and capital gains distributions		3,725			3,772			12,960		4,147			10,587
Net unrealized appreciation
(depreciation) of investments		(2,910	)		11,251			14,170		(1,913	)		48,180
Net realized and unrealized gain (loss)
on investments		815			15,023			27,130		2,234			58,767
Net increase (decrease) in net assets
resulting from operations	$	748		$	12,319		$	31,392	$	2,038		$	53,649

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, 2010
(Dollars in thousands)


														ING
														WisdomTree^SM
		ING Russell™			ING Russell™			ING Small						Global High-
		Mid Cap Index			Small Cap			Company			ING U.S. Bond			Yielding Equity
		Portfolio -			Index Portfolio -			Portfolio -			Index Portfolio -			Index Portfolio -
		Class S			Class S			Class S			Class S			Class S
Net investment income (loss)
Income:
Dividends	$	521		$	630		$	289		$	5,963		$	6,863
Total investment income		521			630			289			5,963			6,863
Expenses:
Mortality, expense risk
and other charges		1,695			2,374			1,306			4,234			3,372
Annual administrative charges		20			40			15			50			38
Contingent deferred sales charges		78			161			74			466			227
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		643			931			521			1,698			1,603
Amortization of deferred charges		-			-			-			-			-
Total expenses		2,436			3,506			1,916			6,448			5,240
Net investment income (loss)		(1,915	)		(2,876	)		(1,627	)		(485	)		1,623

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		13,882			6,124			14,076			9,365			(17,524	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		13,882			6,124			14,076			9,365			(17,524	)
Net unrealized appreciation
(depreciation) of investments		6,499			21,586			4,507			(870	)		19,810
Net realized and unrealized gain (loss)
on investments		20,381			27,710			18,583			8,495			2,286
Net increase (decrease) in net assets
resulting from operations	$	18,466		$	24,834		$	16,956		$	8,010		$	3,909

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, 2010
(Dollars in thousands)


													Legg Mason
		ING											ClearBridge
		International			ING MidCap			ING SmallCap					Variable Large
		Value			Opportunities			Opportunities			Invesco V.I.		Cap Value
		Portfolio -			Portfolio -			Portfolio -			Leisure Fund -		Portfolio -
		Class S			Class S			Class S			Series I Shares		Class I
Net investment income (loss)
Income:
Dividends	$	173		$	1,722		$	-		$	103		$	2
Total investment income		173			1,722			-			103			2
Expenses:
Mortality, expense risk
and other charges		98			5,511			1,040			342			1
Annual administrative charges		1			174			26			8			-
Contingent deferred sales charges		1			208			60			22			-
Minimum death benefit guarantee charges		-			-			-			-			-
Other contract charges		39			1,636			439			143			-
Amortization of deferred charges		-			-			-			-			-
Total expenses		139			7,529			1,565			515			1
Net investment income (loss)		34			(5,807	)		(1,565	)		(412	)		1

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(1,738	)		(994	)		1,363			(2,585	)		(4	)
Capital gains distributions		-			-			-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(1,738	)		(994	)		1,363			(2,585	)		(4	)
Net unrealized appreciation
(depreciation) of investments		1,740			88,470			15,997			6,413			8
Net realized and unrealized gain (loss)
on investments		2			87,476			17,360			3,828			4
Net increase (decrease) in net assets
resulting from operations	$	36		$	81,669		$	15,795		$	3,416		$	5

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, 2010
(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
Net investment income (loss)
Income:
Dividends	$	1		$	7		$	-	$	7		$	174
Total investment income		1			7			-		7			174
Expenses:
Mortality, expense risk
and other charges		1			1			-		16			119
Annual administrative charges		-			-			-		-			1
Contingent deferred sales charges		-			-			-		-			1
Minimum death benefit guarantee charges		-			-			-		-			-
Other contract charges		-			-			-		7			31
Amortization of deferred charges		-			-			-		-			-
Total expenses		1			1			-		23			152
Net investment income (loss)		-			6			-		(16	)		22

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(12	)		(5	)		-		(56	)		6
Capital gains distributions		-			-			-		-			110
Total realized gain (loss) on investments
and capital gains distributions		(12	)		(5	)		-		(56	)		116
Net unrealized appreciation
(depreciation) of investments		12			9			-		400			623
Net realized and unrealized gain (loss)
on investments		-			4			-		344			739
Net increase (decrease) in net assets
resulting from operations	$	-		$	10		$	-	$	328		$	761

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, 2010
(Dollars in thousands)


	Pioneer Equity				Wells Fargo
	Income VCT			ProFund VP	Advantage VT
	Portfolio -	ProFund VP	ProFund VP	Rising Rates	Omega Growth
	Class II	Bull	Europe 30	Opportunity	Fund - Class 2
Net investment income (loss)
Income:
Dividends	$ 305	$ 18	$ 155	$ -	$ -
Total investment income	305	18	155	-	-
Expenses:
Mortality, expense risk
and other charges	153	256	162	199	7
Annual administrative charges	1	8	3	3	-
Contingent deferred sales charges	3	12	8	12	-
Minimum death benefit guarantee charges	-	-	-	-	-
Other contract charges	58	107	67	64	-
Amortization of deferred charges	-	-	-	-	-
Total expenses	215	383	240	278	7
Net investment income (loss)	90	(365)	(85)	(278)	(7)

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments	(996)	(450)	(740)	(1,552)	6
Capital gains distributions	-	-	-	-	-
Total realized gain (loss) on investments
and capital gains distributions	(996)	(450)	(740)	(1,552)	6
Net unrealized appreciation
(depreciation) of investments	3,318	2,153	777	(628)	310
Net realized and unrealized gain (loss)
on investments	2,322	1,703	37	(2,180)	316
Net increase (decrease) in net assets
resulting from operations	$ 2,412	$ 1,338	$ (48)	$ (2,458)	$ 309

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, 2010
(Dollars in thousands)


						Wells Fargo
		Wells Fargo				Advantage VT				Wells Fargo			Wells Fargo		Wells Fargo
		Advantage VT				Index Asset				Advantage VT			Advantage VT		Advantage VT
		C&B Large Cap				Allocation				Intrinsic Value			Large Company		Money Market
		Value Fund			Fund	- Class 2			Fund	- Class 2			Growth Fund		Fund
Net investment income (loss)
Income:
Dividends	$	2		$		36		$		5		$	11		$	-
Total investment income		2				36				5			11			-
Expenses:
Mortality, expense risk
and other charges		2				35				13			14			-
Annual administrative charges		-				-				-			-			-
Contingent deferred sales charges		-				-				-			-			-
Minimum death benefit guarantee charges		-				-				-			-			-
Other contract charges		1				17				9			6			-
Amortization of deferred charges		-				-				-			-			-
Total expenses		3				52				22			20			-
Net investment income (loss)		(1	)			(16	)			(17	)		(9	)		-

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(22	)			(22	)			(29	)		(73	)		-
Capital gains distributions		-				-				-			-			-
Total realized gain (loss) on investments
and capital gains distributions		(22	)			(22	)			(29	)		(73	)		-
Net unrealized appreciation
(depreciation) of investments		12				241				129			(65	)		-
Net realized and unrealized gain (loss)
on investments		(10	)			219				100			(138	)		-
Net increase (decrease) in net assets
resulting from operations	$	(11	)	$		203		$		83		$	(147	)	$	-

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, 2010
(Dollars in thousands)


		Wells Fargo
		Advantage VT			Wells Fargo
		Small Cap			Advantage VT
		Growth Fund -			Total Return
		Class 2			Bond Fund
Net investment income (loss)
Income:
Dividends	$	-		$	36
Total investment income		-			36
Expenses:
Mortality, expense risk
and other charges		8			19
Annual administrative charges		-			-
Contingent deferred sales charges		-			-
Minimum death benefit guarantee charges		-			-
Other contract charges		3			7
Amortization of deferred charges		-			-
Total expenses		11			26
Net investment income (loss)		(11	)		10

Realized and unrealized gain (loss)
on investments
Net realized gain (loss) on investments		(8	)		5
Capital gains distributions		-			29
Total realized gain (loss) on investments
and capital gains distributions		(8	)		34
Net unrealized appreciation
(depreciation) of investments		112			3
Net realized and unrealized gain (loss)
on investments		104			37
Net increase (decrease) in net assets
resulting from operations	$	93		$	47

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, 2010 and 2009
(Dollars in thousands)


								Columbia
		BlackRock			Columbia Asset			Federal			Columbia Large
		Global			Allocation			Securities Fund,			Cap Growth
		Allocation V.I.			Fund, Variable			Variable			Fund, Variable
		Fund - Class III			Series - Class A			Series - Class A			Series - Class A
Net assets at January 1, 2009	$	397,800		$	262		$	27		$	258

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,728	)		7			2			(2	)
Total realized gain (loss) on investments
and capital gains distributions		(6,491	)		(3	)		-			(3	)
Net unrealized appreciation (depreciation)
of investments		153,606			52			(1	)		87
Net increase (decrease) in net assets from operations		144,387			56			1			82
Changes from principal transactions:
Premiums		133,817			-			-			-
Death benefits		(4,568	)		-			-			(7	)
Surrenders and withdrawals		(17,228	)		(5	)		(6	)		(2	)
Transfers between Divisions
(including fixed account), net		321,397			(5	)		-			-
Increase (decrease) in net assets derived from
principal transactions		433,418			(10	)		(6	)		(9	)
Total increase (decrease) in net assets		577,805			46			(5	)		73
Net assets at December 31, 2009		975,605			308			22			331

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(13,908	)		2			1			(3	)
Total realized gain (loss) on investments
and capital gains distributions		5,907			(7	)		-			1
Net unrealized appreciation (depreciation)
of investments		80,227			36			-			51
Net increase (decrease) in net assets from operations		72,226			31			1			49
Changes from principal transactions:
Premiums		39,817			-			-			-
Death benefits		(5,818	)		-			-			(2	)
Surrenders and withdrawals		(44,458	)		(37	)		(4	)		(17	)
Transfers between Divisions
(including fixed account), net		115,670			1			-			-
Increase (decrease) in net assets derived from
principal transactions		105,211			(36	)		(4	)		(19	)
Total increase (decrease) in net assets		177,437			(5	)		(3	)		30
Net assets at December 31, 2010	$	1,153,042		$	303		$	19		$	361

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, 2010 and 2009
(Dollars in thousands)


					Columbia Small
		Columbia Small			Company			Fidelity® VIP			Fidelity® VIP
		Cap Value			Growth Fund,			Equity-Income			Contrafund®
		Fund, Variable			Variable			Portfolio -			Portfolio -
		Series - Class B			Series - Class A			Service Class 2			Service Class 2
Net assets at January 1, 2009	$	141,739		$	51		$	167,056		$	656,498

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,571	)		(1	)		(799	)		(9,570	)
Total realized gain (loss) on investments
and capital gains distributions		(10,509	)		(2	)		(20,914	)		(97,340	)
Net unrealized appreciation (depreciation)
of investments		39,355			10			60,712			315,224
Net increase (decrease) in net assets from operations		26,275			7			38,999			208,314
Changes from principal transactions:
Premiums		65			-			1,200			36,945
Death benefits		(1,659	)		(17	)		(2,297	)		(5,993	)
Surrenders and withdrawals		(5,785	)		(16	)		(8,937	)		(27,878	)
Transfers between Divisions
(including fixed account), net		(10,569	)		-			(12,767	)		(72,203	)
Increase (decrease) in net assets derived from
principal transactions		(17,948	)		(33	)		(22,801	)		(69,129	)
Total increase (decrease) in net assets		8,327			(26	)		16,198			139,185
Net assets at December 31, 2009		150,066			25			183,254			795,683

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,486	)		-			(1,516	)		(10,928	)
Total realized gain (loss) on investments
and capital gains distributions		(2,149	)		1			(10,528	)		(63,187	)
Net unrealized appreciation (depreciation)
of investments		36,552			5			32,195			174,292
Net increase (decrease) in net assets from operations		31,917			6			20,151			100,177
Changes from principal transactions:
Premiums		55			-			447			2,156
Death benefits		(1,686	)		-			(2,591	)		(6,481	)
Surrenders and withdrawals		(8,730	)		(2	)		(11,090	)		(39,917	)
Transfers between Divisions
(including fixed account), net		(9,444	)		(11	)		(8,786	)		(56,356	)
Increase (decrease) in net assets derived from
principal transactions		(19,805	)		(13	)		(22,020	)		(100,598	)
Total increase (decrease) in net assets		12,112			(7	)		(1,869	)		(421	)
Net assets at December 31, 2010	$	162,178		$	18		$	181,385		$	795,262

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, 2010 and 2009
(Dollars in thousands)


	Franklin Small							ING		ING American
		Cap Value		ING Balanced				Intermediate		Funds Asset
		Securities		Portfolio -			Bond Portfolio -			Allocation
	Fund - Class 2				Class S			Class S		Portfolio
Net assets at January 1, 2009	$	7,246		$	6,399		$	1,122,300		$	148,369

Increase (decrease) in net assets
Operations:
Net investment income (loss)		16			180			44,578			(2,157	)
Total realized gain (loss) on investments
and capital gains distributions		(22	)		(448	)		(25,677	)		(1,029	)
Net unrealized appreciation (depreciation)
of investments		2,746			1,277			77,998			54,499
Net increase (decrease) in net assets from operations		2,740			1,009			96,899			51,313
Changes from principal transactions:
Premiums		2,853			283			67,971			66,114
Death benefits		(129	)		(99	)		(12,576	)		(2,359	)
Surrenders and withdrawals		(338	)		(408	)		(74,361	)		(6,172	)
Transfers between Divisions
(including fixed account), net		(257	)		(285	)		41,079			48,943
Increase (decrease) in net assets derived from
principal transactions		2,129			(509	)		22,113			106,526
Total increase (decrease) in net assets		4,869			500			119,012			157,839
Net assets at December 31, 2009		12,115			6,899			1,241,312			306,208

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(104	)		85			28,447			(3,076	)
Total realized gain (loss) on investments
and capital gains distributions		(451	)		(376	)		(15,380	)		(2,417	)
Net unrealized appreciation (depreciation)
of investments		3,628			1,064			71,889			34,540
Net increase (decrease) in net assets from operations		3,073			773			84,956			29,047
Changes from principal transactions:
Premiums		549			65			21,199			13,680
Death benefits		(13	)		(67	)		(13,563	)		(3,724	)
Surrenders and withdrawals		(700	)		(873	)		(102,080	)		(12,092	)
Transfers between Divisions
(including fixed account), net		(640	)		(116	)		21,402			18,997
Increase (decrease) in net assets derived from
principal transactions		(804	)		(991	)		(73,042	)		16,861
Total increase (decrease) in net assets		2,269			(218	)		11,914			45,908
Net assets at December 31, 2010	$	14,384		$	6,681		$	1,253,226		$	352,116


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, 2010 and 2009
(Dollars in thousands)


								ING American			ING American
		ING American			ING American			Funds Growth-			Funds
		Funds Bond			Funds Growth			Income			International
		Portfolio			Portfolio			Portfolio			Portfolio
Net assets at January 1, 2009	$	252,168		$	1,544,265		$	1,074,885		$	953,776

Increase (decrease) in net assets
Operations:
Net investment income (loss)		3,523			(12,912	)		(2,549	)		10,937
Total realized gain (loss) on investments
and capital gains distributions		(1,758	)		201,868			68,958			179,814
Net unrealized appreciation (depreciation)
of investments		34,679			356,847			228,716			174,029
Net increase (decrease) in net assets from operations		36,444			545,803			295,125			364,780
Changes from principal transactions:
Premiums		75,041			112,850			71,842			62,374
Death benefits		(2,949	)		(19,814	)		(18,164	)		(12,514	)
Surrenders and withdrawals		(16,202	)		(65,388	)		(44,684	)		(41,254	)
Transfers between Divisions
(including fixed account), net		139,875			(13,269	)		(2,615	)		60,133
Increase (decrease) in net assets derived from
principal transactions		195,765			14,379			6,379			68,739
Total increase (decrease) in net assets		232,209			560,182			301,504			433,519
Net assets at December 31, 2009		484,377			2,104,447			1,376,389			1,387,295

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(733	)		(51,430	)		(20,775	)		(20,339	)
Total realized gain (loss) on investments
and capital gains distributions		4,659			(10,588	)		(17,563	)		(8,092	)
Net unrealized appreciation (depreciation)
of investments		13,720			362,204			141,030			72,017
Net increase (decrease) in net assets from operations		17,646			300,186			102,692			43,586
Changes from principal transactions:
Premiums		18,744			36,991			24,508			24,023
Death benefits		(3,373	)		(17,796	)		(14,534	)		(12,099	)
Surrenders and withdrawals		(29,551	)		(105,469	)		(68,721	)		(65,659	)
Transfers between Divisions
(including fixed account), net		12,428			(16,843	)		(37,906	)		(21,479	)
Increase (decrease) in net assets derived from
principal transactions		(1,752	)		(103,117	)		(96,653	)		(75,214	)
Total increase (decrease) in net assets		15,894			197,069			6,039			(31,628	)
Net assets at December 31, 2010	$	500,271		$	2,301,516		$	1,382,428		$	1,355,667

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, 2010 and 2009
(Dollars in thousands)


		ING American									ING BlackRock
		Funds World			ING Artio			ING Artio			Inflation
		Allocation			Foreign			Foreign			Protected Bond
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	13,128		$	499,269		$	38,955		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,090	)		3,851			80			432
Total realized gain (loss) on investments
and capital gains distributions		2,582			(27,947	)		(1,526	)		1,080
Net unrealized appreciation (depreciation)
of investments		14,266			106,632			7,567			2,623
Net increase (decrease) in net assets from operations		15,758			82,536			6,121			4,135
Changes from principal transactions:
Premiums		32,022			24,582			184			18,430
Death benefits		(381	)		(5,102	)		(305	)		(215	)
Surrenders and withdrawals		(1,313	)		(22,455	)		(901	)		(3,618	)
Transfers between Divisions
(including fixed account), net		42,865			22,826			2,683			140,669
Increase (decrease) in net assets derived from
principal transactions		73,193			19,851			1,661			155,266
Total increase (decrease) in net assets		88,951			102,387			7,782			159,401
Net assets at December 31, 2009		102,079			601,656			46,737			159,401

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,144	)		(13,448	)		(1,196	)		(1,855	)
Total realized gain (loss) on investments
and capital gains distributions		6,787			(37,266	)		(841	)		9,406
Net unrealized appreciation (depreciation)
of investments		7,916			67,844			3,569			(1,393	)
Net increase (decrease) in net assets from operations		12,559			17,130			1,532			6,158
Changes from principal transactions:
Premiums		8,352			11,285			66			9,966
Death benefits		(618	)		(5,900	)		(165	)		(2,038	)
Surrenders and withdrawals		(4,235	)		(34,820	)		(1,597	)		(17,903	)
Transfers between Divisions
(including fixed account), net		62,378			(46,328	)		(1,248	)		99,507
Increase (decrease) in net assets derived from
principal transactions		65,877			(75,763	)		(2,944	)		89,532
Total increase (decrease) in net assets		78,436			(58,633	)		(1,412	)		95,690
Net assets at December 31, 2010	$	180,515		$	543,023		$	45,325		$	255,091

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, 2010 and 2009
(Dollars in thousands)


		ING BlackRock
		Large Cap			ING BlackRock			ING BlackRock			ING BlackRock
		Growth			Large Cap			Large Cap			Large Cap
		Portfolio -			Growth			Value			Value
		Institutional			Portfolio -			Portfolio -			Portfolio -
		Class			Service Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	131		$	94,345		$	27,597		$	2,212

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(2,504	)		(553	)		(55	)
Total realized gain (loss) on investments
and capital gains distributions		(11	)		(12,056	)		(3,536	)		(108	)
Net unrealized appreciation (depreciation)
of investments		49			42,442			6,048			344
Net increase (decrease) in net assets from operations		38			27,882			1,959			181
Changes from principal transactions:
Premiums		-			7,152			11			-
Death benefits		-			(1,087	)		(536	)		(53	)
Surrenders and withdrawals		(12	)		(5,837	)		(1,250	)		(101	)
Transfers between Divisions
(including fixed account), net		(9	)		7,710			(2,589	)		(50	)
Increase (decrease) in net assets derived from
principal transactions		(21	)		7,938			(4,364	)		(204	)
Total increase (decrease) in net assets		17			35,820			(2,405	)		(23	)
Net assets at December 31, 2009		148			130,165			25,192			2,189

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(2,867	)		(304	)		(33	)
Total realized gain (loss) on investments
and capital gains distributions		(5	)		(12,948	)		(1,123	)		(60	)
Net unrealized appreciation (depreciation)
of investments		24			27,371			3,257			248
Net increase (decrease) in net assets from operations		19			11,556			1,830			155
Changes from principal transactions:
Premiums		-			2,761			5			-
Death benefits		-			(1,501	)		(225	)		(18	)
Surrenders and withdrawals		(14	)		(8,710	)		(1,322	)		(224	)
Transfers between Divisions
(including fixed account), net		-			(2,280	)		(1,099	)		(13	)
Increase (decrease) in net assets derived from
principal transactions		(14	)		(9,730	)		(2,641	)		(255	)
Total increase (decrease) in net assets		5			1,826			(811	)		(100	)
Net assets at December 31, 2010	$	153		$	131,991		$	24,381		$	2,089

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, 2010 and 2009
(Dollars in thousands)


		ING Clarion			ING Clarion
		Global Real			Global Real			ING Clarion			ING Clarion
		Estate			Estate			Real Estate			Real Estate
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	118,550		$	1,695		$	270,838		$	15,856

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(4	)		(10	)		3,726			149
Total realized gain (loss) on investments
and capital gains distributions		(21,929	)		(229	)		(49,240	)		(2,219	)
Net unrealized appreciation (depreciation)
of investments		59,954			807			121,520			6,801
Net increase (decrease) in net assets from operations		38,021			568			76,006			4,731
Changes from principal transactions:
Premiums		10,057			5			1,030			33
Death benefits		(930	)		-			(3,376	)		(158	)
Surrenders and withdrawals		(3,988	)		(73	)		(16,270	)		(465	)
Transfers between Divisions
(including fixed account), net		(10,674	)		104			(21,002	)		(1,161	)
Increase (decrease) in net assets derived from
principal transactions		(5,535	)		36			(39,618	)		(1,751	)
Total increase (decrease) in net assets		32,486			604			36,388			2,980
Net assets at December 31, 2009		151,036			2,299			307,226			18,836

Increase (decrease) in net assets
Operations:
Net investment income (loss)		8,952			130			2,788			107
Total realized gain (loss) on investments
and capital gains distributions		(12,871	)		(214	)		(41,124	)		(1,222	)
Net unrealized appreciation (depreciation)
of investments		21,303			340			107,984			5,386
Net increase (decrease) in net assets from operations		17,384			256			69,648			4,271
Changes from principal transactions:
Premiums		306			-			126			1
Death benefits		(1,239	)		(23	)		(4,757	)		(129	)
Surrenders and withdrawals		(6,675	)		(66	)		(26,651	)		(801	)
Transfers between Divisions
(including fixed account), net		(12,113	)		(202	)		(23,292	)		(1,147	)
Increase (decrease) in net assets derived from
principal transactions		(19,721	)		(291	)		(54,574	)		(2,076	)
Total increase (decrease) in net assets		(2,337	)		(35	)		15,074			2,195
Net assets at December 31, 2010	$	148,699		$	2,264		$	322,300		$	21,031

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, 2010 and 2009
(Dollars in thousands)


		ING DFA			ING FMR^SM			ING FMR^SM			ING Franklin
		World Equity			Diversified Mid			Diversified Mid			Income
		Portfolio -			Cap Portfolio -			Cap Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	130,749		$	581,082		$	25,387		$	288,417

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,620	)		(12,891	)		(705	)		14,845
Total realized gain (loss) on investments
and capital gains distributions		(19,278	)		(28,190	)		(869	)		(12,855	)
Net unrealized appreciation (depreciation)
of investments		48,080			241,241			10,062			88,813
Net increase (decrease) in net assets from operations		25,182			200,160			8,488			90,803
Changes from principal transactions:
Premiums		13,138			20,215			79			20,434
Death benefits		(653	)		(9,250	)		(372	)		(4,819	)
Surrenders and withdrawals		(3,373	)		(37,819	)		(743	)		(18,221	)
Transfers between Divisions
(including fixed account), net		(10,732	)		11,618			(403	)		55,039
Increase (decrease) in net assets derived from
principal transactions		(1,620	)		(15,236	)		(1,439	)		52,433
Total increase (decrease) in net assets		23,562			184,924			7,049			143,236
Net assets at December 31, 2009		154,311			766,006			32,436			431,653

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,371	)		(17,578	)		(916	)		12,055
Total realized gain (loss) on investments
and capital gains distributions		(9,140	)		(4,283	)		4			(14,915	)
Net unrealized appreciation (depreciation)
of investments		45,833			198,771			8,557			45,243
Net increase (decrease) in net assets from operations		35,322			176,910			7,645			42,383
Changes from principal transactions:
Premiums		4,224			8,802			37			8,409
Death benefits		(789	)		(12,573	)		(289	)		(6,359	)
Surrenders and withdrawals		(6,521	)		(61,121	)		(1,659	)		(29,933	)
Transfers between Divisions
(including fixed account), net		35,907			1,096			(835	)		2,785
Increase (decrease) in net assets derived from
principal transactions		32,821			(63,796	)		(2,746	)		(25,098	)
Total increase (decrease) in net assets		68,143			113,114			4,899			17,285
Net assets at December 31, 2010	$	222,454		$	879,120		$	37,335		$	448,938

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, 2010 and 2009
(Dollars in thousands)


								ING Franklin
								Templeton
		ING Franklin			ING Franklin			Founding			ING Global
		Income			Mutual Shares			Strategy			Resources
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service Class			Service Class
Net assets at January 1, 2009	$	5,852		$	146,314		$	684,019		$	547,001

Increase (decrease) in net assets
Operations:
Net investment income (loss)		270			(3,770	)		2,365			(14,498	)
Total realized gain (loss) on investments
and capital gains distributions		(883	)		(13,244	)		(22,951	)		(48,883	)
Net unrealized appreciation (depreciation)
of investments		2,414			52,591			202,439			251,057
Net increase (decrease) in net assets from operations		1,801			35,577			181,853			187,676
Changes from principal transactions:
Premiums		42			11,316			36,831			23,197
Death benefits		(20	)		(2,206	)		(6,783	)		(5,280	)
Surrenders and withdrawals		(115	)		(5,918	)		(20,041	)		(27,040	)
Transfers between Divisions
(including fixed account), net		297			2,456			(25,988	)		(33,493	)
Increase (decrease) in net assets derived from
principal transactions		204			5,648			(15,981	)		(42,616	)
Total increase (decrease) in net assets		2,005			41,225			165,872			145,060
Net assets at December 31, 2009		7,857			187,539			849,891			692,061

Increase (decrease) in net assets
Operations:
Net investment income (loss)		184			(3,884	)		(475	)		(10,250	)
Total realized gain (loss) on investments
and capital gains distributions		(356	)		(6,678	)		(21,543	)		(41,252	)
Net unrealized appreciation (depreciation)
of investments		911			26,730			84,632			151,810
Net increase (decrease) in net assets from operations		739			16,168			62,614			100,308
Changes from principal transactions:
Premiums		49			3,624			12,761			183
Death benefits		(6	)		(1,731	)		(7,792	)		(7,352	)
Surrenders and withdrawals		(606	)		(9,462	)		(32,473	)		(40,013	)
Transfers between Divisions
(including fixed account), net		950			4,540			(27,986	)		(91,656	)
Increase (decrease) in net assets derived from
principal transactions		387			(3,029	)		(55,490	)		(138,838	)
Total increase (decrease) in net assets		1,126			13,139			7,124			(38,530	)
Net assets at December 31, 2010	$	8,983		$	200,678		$	857,015		$	653,531

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, 2010 and 2009
(Dollars in thousands)


											ING JPMorgan
		ING Global			ING Janus			ING Janus			Emerging
		Resources			Contrarian			Contrarian			Markets Equity
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	22,531		$	407,973		$	18,745		$	414,868

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(706	)		(8,213	)		(490	)		(6,551	)
Total realized gain (loss) on investments
and capital gains distributions		(490	)		(89,271	)		(3,292	)		11,967
Net unrealized appreciation (depreciation)
of investments		8,414			218,338			9,247			287,371
Net increase (decrease) in net assets from operations		7,218			120,854			5,465			292,787
Changes from principal transactions:
Premiums		58			13,395			43			22,967
Death benefits		(267	)		(4,930	)		(186	)		(6,490	)
Surrenders and withdrawals		(809	)		(19,225	)		(564	)		(23,885	)
Transfers between Divisions
(including fixed account), net		(242	)		(57,794	)		(1,647	)		(7,800	)
Increase (decrease) in net assets derived from
principal transactions		(1,260	)		(68,554	)		(2,354	)		(15,208	)
Total increase (decrease) in net assets		5,958			52,300			3,111			277,579
Net assets at December 31, 2009		28,489			460,273			21,856			692,447

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(520	)		(11,101	)		(601	)		(12,947	)
Total realized gain (loss) on investments
and capital gains distributions		(88	)		(43,922	)		(1,251	)		57,024
Net unrealized appreciation (depreciation)
of investments		5,354			100,869			4,066			53,580
Net increase (decrease) in net assets from operations		4,746			45,846			2,214			97,657
Changes from principal transactions:
Premiums		-			172			1			1,976
Death benefits		(55	)		(5,737	)		(89	)		(6,056	)
Surrenders and withdrawals		(1,287	)		(29,559	)		(831	)		(41,773	)
Transfers between Divisions
(including fixed account), net		(1,360	)		(31,696	)		(665	)		(86,463	)
Increase (decrease) in net assets derived from
principal transactions		(2,702	)		(66,820	)		(1,584	)		(132,316	)
Total increase (decrease) in net assets		2,044			(20,974	)		630			(34,659	)
Net assets at December 31, 2010	$	30,533		$	439,299		$	22,486		$	657,788

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, 2010 and 2009
(Dollars in thousands)


		ING JPMorgan			ING JPMorgan			ING JPMorgan
		Emerging			Small Cap Core			Small Cap Core			ING Large Cap
		Markets Equity			Equity			Equity			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	20,686		$	126,323		$	30,008		$	8,916

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(456	)		(2,930	)		(805	)		(889	)
Total realized gain (loss) on investments
and capital gains distributions		1,033			(5,968	)		(276	)		(215	)
Net unrealized appreciation (depreciation)
of investments		13,106			37,207			7,627			17,391
Net increase (decrease) in net assets from operations		13,683			28,309			6,546			16,287
Changes from principal transactions:
Premiums		277			2,552			4			6,378
Death benefits		(220	)		(1,432	)		(392	)		(271	)
Surrenders and withdrawals		(610	)		(5,227	)		(747	)		(2,612	)
Transfers between Divisions
(including fixed account), net		(480	)		2,998			(1,193	)		64,738
Increase (decrease) in net assets derived from
principal transactions		(1,033	)		(1,109	)		(2,328	)		68,233
Total increase (decrease) in net assets		12,650			27,200			4,218			84,520
Net assets at December 31, 2009		33,336			153,523			34,226			93,436

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(739	)		(4,375	)		(930	)		(2,364	)
Total realized gain (loss) on investments
and capital gains distributions		3,478			(8,135	)		(127	)		9,661
Net unrealized appreciation (depreciation)
of investments		2,504			54,337			8,527			4,067
Net increase (decrease) in net assets from operations		5,243			41,827			7,470			11,364
Changes from principal transactions:
Premiums		1			2,695			2			3,859
Death benefits		(151	)		(1,574	)		(231	)		(598	)
Surrenders and withdrawals		(1,190	)		(11,519	)		(1,277	)		(5,914	)
Transfers between Divisions
(including fixed account), net		(1,753	)		72,459			(1,652	)		19,769
Increase (decrease) in net assets derived from
principal transactions		(3,093	)		62,061			(3,158	)		17,116
Total increase (decrease) in net assets		2,150			103,888			4,312			28,480
Net assets at December 31, 2010	$	35,486		$	257,411		$	38,538		$	121,916

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, 2010 and 2009
(Dollars in thousands)


		ING Large Cap			ING Limited			ING Liquid			ING Liquid
		Growth			Maturity Bond			Assets			Assets
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	802		$	130,395		$	2,331,467		$	56,288

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(24	)		3,474			(49,582	)		(1,256	)
Total realized gain (loss) on investments
and capital gains distributions		(26	)		(1,994	)		4,075			87
Net unrealized appreciation (depreciation)
of investments		312			4,524			-			-
Net increase (decrease) in net assets from operations		262			6,004			(45,507	)		(1,169	)
Changes from principal transactions:
Premiums		-			16			287,399			16
Death benefits		(11	)		(3,668	)		(34,309	)		(1,027	)
Surrenders and withdrawals		(8	)		(14,710	)		(443,285	)		(8,361	)
Transfers between Divisions
(including fixed account), net		(166	)		(4,289	)		(600,801	)		(13,429	)
Increase (decrease) in net assets derived from
principal transactions		(185	)		(22,651	)		(790,996	)		(22,801	)
Total increase (decrease) in net assets		77			(16,647	)		(836,503	)		(23,970	)
Net assets at December 31, 2009		879			113,748			1,494,964			32,318

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(25	)		1,843			(33,842	)		(761	)
Total realized gain (loss) on investments
and capital gains distributions		8			(2,701	)		46			1
Net unrealized appreciation (depreciation)
of investments		101			2,199			-			-
Net increase (decrease) in net assets from operations		84			1,341			(33,796	)		(760	)
Changes from principal transactions:
Premiums		-			24			40,411			48
Death benefits		(5	)		(3,395	)		(23,149	)		(297	)
Surrenders and withdrawals		(55	)		(14,364	)		(359,952	)		(8,624	)
Transfers between Divisions
(including fixed account), net		(17	)		(2,525	)		(54,884	)		342
Increase (decrease) in net assets derived from
principal transactions		(77	)		(20,260	)		(397,574	)		(8,531	)
Total increase (decrease) in net assets		7			(18,919	)		(431,370	)		(9,291	)
Net assets at December 31, 2010	$	886		$	94,829		$	1,063,594		$	23,027

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, 2010 and 2009
(Dollars in thousands)


		ING Lord			ING Lord
		Abbett Growth			Abbett Growth			ING Marsico			ING Marsico
		and Income			and Income			Growth			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service 2 Class
Net assets at January 1, 2009	$	58,611		$	1,892		$	397,436		$	14,277

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(887	)		(37	)		(5,973	)		(323	)
Total realized gain (loss) on investments
and capital gains distributions		(5,214	)		(178	)		10,411			(133	)
Net unrealized appreciation (depreciation)
of investments		13,521			477			92,547			4,078
Net increase (decrease) in net assets from operations		7,420			262			96,985			3,622
Changes from principal transactions:
Premiums		12			-			15,339			24
Death benefits		(745	)		(9	)		(8,163	)		(136	)
Surrenders and withdrawals		(3,940	)		(26	)		(26,564	)		(481	)
Transfers between Divisions
(including fixed account), net		(3,657	)		(128	)		(14,596	)		174
Increase (decrease) in net assets derived from
principal transactions		(8,330	)		(163	)		(33,984	)		(419	)
Total increase (decrease) in net assets		(910	)		99			63,001			3,203
Net assets at December 31, 2009		57,701			1,991			460,437			17,480

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(997	)		(43	)		(7,864	)		(397	)
Total realized gain (loss) on investments
and capital gains distributions		(3,306	)		(72	)		22,836			371
Net unrealized appreciation (depreciation)
of investments		11,792			383			57,749			2,737
Net increase (decrease) in net assets from operations		7,489			268			72,721			2,711
Changes from principal transactions:
Premiums		4			-			4,660			14
Death benefits		(1,366	)		-			(9,494	)		(138	)
Surrenders and withdrawals		(5,470	)		(84	)		(37,012	)		(632	)
Transfers between Divisions
(including fixed account), net		(1,915	)		(42	)		11,650			(666	)
Increase (decrease) in net assets derived from
principal transactions		(8,747	)		(126	)		(30,196	)		(1,422	)
Total increase (decrease) in net assets		(1,258	)		142			42,525			1,289
Net assets at December 31, 2010	$	56,443		$	2,133		$	502,962		$	18,769

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, 2010 and 2009
(Dollars in thousands)


		ING Marsico
		International			ING MFS Total			ING MFS Total			ING MFS
		Opportunities			Return			Return			Utilities
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	160,191		$	740,739		$	32,705		$	347,825

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,356	)		1,590			(149	)		10,552
Total realized gain (loss) on investments
and capital gains distributions		(22,978	)		(26,042	)		(2,166	)		(15,443	)
Net unrealized appreciation (depreciation)
of investments		74,292			131,083			6,589			99,841
Net increase (decrease) in net assets from operations		48,958			106,631			4,274			94,950
Changes from principal transactions:
Premiums		3,683			27,138			145			21,609
Death benefits		(1,841	)		(16,531	)		(287	)		(3,503	)
Surrenders and withdrawals		(6,281	)		(56,883	)		(1,136	)		(16,853	)
Transfers between Divisions
(including fixed account), net		(28,844	)		(3,508	)		(1,366	)		(27,390	)
Increase (decrease) in net assets derived from
principal transactions		(33,283	)		(49,784	)		(2,644	)		(26,137	)
Total increase (decrease) in net assets		15,675			56,847			1,630			68,813
Net assets at December 31, 2009		175,866			797,586			34,335			416,638

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,794	)		(13,917	)		(769	)		69
Total realized gain (loss) on investments
and capital gains distributions		(16,229	)		(14,725	)		(1,159	)		(17,954	)
Net unrealized appreciation (depreciation)
of investments		33,704			81,411			4,118			59,196
Net increase (decrease) in net assets from operations		15,681			52,769			2,190			41,311
Changes from principal transactions:
Premiums		113			9,395			24			9,602
Death benefits		(1,772	)		(19,620	)		(247	)		(4,106	)
Surrenders and withdrawals		(8,714	)		(71,711	)		(1,386	)		(26,702	)
Transfers between Divisions
(including fixed account), net		(15,117	)		(25,556	)		(405	)		(5,151	)
Increase (decrease) in net assets derived from
principal transactions		(25,490	)		(107,492	)		(2,014	)		(26,357	)
Total increase (decrease) in net assets		(9,809	)		(54,723	)		176			14,954
Net assets at December 31, 2010	$	166,057		$	742,863		$	34,511		$	431,592

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, 2010 and 2009
(Dollars in thousands)


								ING Morgan			ING
		ING Morgan			ING Morgan			Stanley Global			Oppenheimer
		Stanley Global			Stanley Global			Tactical Asset			Active
		Franchise			Franchise			Allocation			Allocation
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service 2 Class			Service Class			Service Class
Net assets at January 1, 2009	$	215,647		$	53,281		$	2,725		$	3,471

Increase (decrease) in net assets
Operations:
Net investment income (loss)		10,144			2,263			181			(193	)
Total realized gain (loss) on investments
and capital gains distributions		164			1,293			972			115
Net unrealized appreciation (depreciation)
of investments		43,610			8,737			2,795			3,983
Net increase (decrease) in net assets from operations		53,918			12,293			3,948			3,905
Changes from principal transactions:
Premiums		8,369			257			8,159			8,893
Death benefits		(2,260	)		(674	)		(188	)		(72	)
Surrenders and withdrawals		(10,640	)		(2,650	)		(518	)		(290	)
Transfers between Divisions
(including fixed account), net		7,570			(1,607	)		27,630			7,625
Increase (decrease) in net assets derived from
principal transactions		3,039			(4,674	)		35,083			16,156
Total increase (decrease) in net assets		56,957			7,619			39,031			20,061
Net assets at December 31, 2009		272,604			60,900			41,756			23,532

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6,123	)		(1,464	)		(899	)		(228	)
Total realized gain (loss) on investments
and capital gains distributions		(3,097	)		915			4,072			2,265
Net unrealized appreciation (depreciation)
of investments		38,217			6,740			(241	)		2,269
Net increase (decrease) in net assets from operations		28,997			6,191			2,932			4,306
Changes from principal transactions:
Premiums		4,221			174			2,137			2,544
Death benefits		(2,317	)		(332	)		(335	)		(18	)
Surrenders and withdrawals		(16,288	)		(3,670	)		(2,683	)		(1,303	)
Transfers between Divisions
(including fixed account), net		38,930			(499	)		23,297			30,962
Increase (decrease) in net assets derived from
principal transactions		24,546			(4,327	)		22,416			32,185
Total increase (decrease) in net assets		53,543			1,864			25,348			36,491
Net assets at December 31, 2010	$	326,147		$	62,764		$	67,104		$	60,023

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, 2010 and 2009
(Dollars in thousands)


		ING PIMCO			ING PIMCO			ING PIMCO
		High Yield			Total Return			Total Return			ING Pioneer
		Portfolio -			Bond Portfolio -			Bond Portfolio -			Fund Portfolio -
		Service Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	326,164		$	2,112,274		$	61,403		$	45,727

Increase (decrease) in net assets
Operations:
Net investment income (loss)		22,149			37,843			659			(590	)
Total realized gain (loss) on investments
and capital gains distributions		(18,648	)		97,813			2,662			(2,250	)
Net unrealized appreciation (depreciation)
of investments		132,752			159,164			4,065			11,780
Net increase (decrease) in net assets from operations		136,253			294,820			7,386			8,940
Changes from principal transactions:
Premiums		694			226,311			141			1,180
Death benefits		(6,389	)		(26,940	)		(741	)		(683	)
Surrenders and withdrawals		(27,471	)		(171,566	)		(3,914	)		(2,538	)
Transfers between Divisions
(including fixed account), net		(29,226	)		547,171			9,612			(678	)
Increase (decrease) in net assets derived from
principal transactions		(62,392	)		574,976			5,098			(2,719	)
Total increase (decrease) in net assets		73,861			869,796			12,484			6,221
Net assets at December 31, 2009		400,025			2,982,070			73,887			51,948

Increase (decrease) in net assets
Operations:
Net investment income (loss)		23,042			66,401			1,323			(711	)
Total realized gain (loss) on investments
and capital gains distributions		(1,773	)		166,547			4,037			(747	)
Net unrealized appreciation (depreciation)
of investments		27,518			(75,929	)		(1,803	)		7,731
Net increase (decrease) in net assets from operations		48,787			157,019			3,557			6,273
Changes from principal transactions:
Premiums		2,106			70,518			90			384
Death benefits		(9,215	)		(32,274	)		(603	)		(741	)
Surrenders and withdrawals		(42,188	)		(233,993	)		(7,411	)		(3,410	)
Transfers between Divisions
(including fixed account), net		120,471			51,890			3,734			3,484
Increase (decrease) in net assets derived from
principal transactions		71,174			(143,859	)		(4,190	)		(283	)
Total increase (decrease) in net assets		119,961			13,160			(633	)		5,990
Net assets at December 31, 2010	$	519,986		$	2,995,230		$	73,254		$	57,938

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, 2010 and 2009
(Dollars in thousands)


											ING Retirement
		ING Pioneer			ING Retirement			ING Retirement			Moderate
		Mid Cap Value			Conservative			Growth			Growth
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Adviser Class			Adviser Class			Adviser Class
Net assets at January 1, 2009	$	494,199		$	-		$	-		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(6,483	)		(1,973	)		(23,705	)		(15,066	)
Total realized gain (loss) on investments
and capital gains distributions		(21,539	)		137			(53	)		(177	)
Net unrealized appreciation (depreciation)
of investments		130,193			4,284			87,859			52,262
Net increase (decrease) in net assets from operations		102,171			2,448			64,101			37,019
Changes from principal transactions:
Premiums		15,034			6,260			26,456			29,643
Death benefits		(7,687	)		(376	)		(7,788	)		(6,469	)
Surrenders and withdrawals		(26,451	)		(3,853	)		(23,452	)		(19,462	)
Transfers between Divisions
(including fixed account), net		(13,280	)		395,943			4,475,095			3,067,494
Increase (decrease) in net assets derived from
principal transactions		(32,384	)		397,974			4,470,311			3,071,206
Total increase (decrease) in net assets		69,787			400,422			4,534,412			3,108,225
Net assets at December 31, 2009		563,986			400,422			4,534,412			3,108,225

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(8,851	)		(10,876	)		(103,142	)		(64,789	)
Total realized gain (loss) on investments
and capital gains distributions		(8,551	)		7,064			14,110			11,281
Net unrealized appreciation (depreciation)
of investments		94,301			28,820			454,929			296,213
Net increase (decrease) in net assets from operations		76,899			25,008			365,897			242,705
Changes from principal transactions:
Premiums		4,453			14,393			75,146			51,853
Death benefits		(7,825	)		(4,970	)		(47,977	)		(36,012	)
Surrenders and withdrawals		(36,558	)		(27,035	)		(159,809	)		(153,807	)
Transfers between Divisions
(including fixed account), net		(28,506	)		62,985			(155,942	)		(27,444	)
Increase (decrease) in net assets derived from
principal transactions		(68,436	)		45,373			(288,582	)		(165,410	)
Total increase (decrease) in net assets		8,463			70,381			77,315			77,295
Net assets at December 31, 2010	$	572,449		$	470,803		$	4,611,727		$	3,185,520

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, 2010 and 2009
(Dollars in thousands)


					ING T. Rowe			ING T. Rowe			ING T. Rowe
		ING Retirement			Price Capital			Price Capital			Price Equity
		Moderate			Appreciation			Appreciation			Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Adviser Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	-		$	1,962,032		$	69,529		$	553,960

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(8,809	)		(12,271	)		(827	)		(3,663	)
Total realized gain (loss) on investments
and capital gains distributions		(14	)		(10,212	)		(2,736	)		(13,272	)
Net unrealized appreciation (depreciation)
of investments		25,403			598,703			22,878			132,250
Net increase (decrease) in net assets from operations		16,580			576,220			19,315			115,315
Changes from principal transactions:
Premiums		15,025			109,359			213			20,160
Death benefits		(4,520	)		(27,799	)		(785	)		(9,124	)
Surrenders and withdrawals		(14,835	)		(125,472	)		(2,865	)		(32,322	)
Transfers between Divisions
(including fixed account), net		1,822,699			19,008			(2,059	)		4,571
Increase (decrease) in net assets derived from
principal transactions		1,818,369			(24,904	)		(5,496	)		(16,715	)
Total increase (decrease) in net assets		1,834,949			551,316			13,819			98,600
Net assets at December 31, 2009		1,834,949			2,513,348			83,348			652,560

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(35,244	)		(20,452	)		(1,058	)		(4,786	)
Total realized gain (loss) on investments
and capital gains distributions		7,515			36,663			(1,826	)		(1,343	)
Net unrealized appreciation (depreciation)
of investments		145,924			251,543			11,276			79,450
Net increase (decrease) in net assets from operations		118,195			267,754			8,392			73,321
Changes from principal transactions:
Premiums		29,311			44,845			161			6,727
Death benefits		(21,783	)		(30,970	)		(885	)		(11,745	)
Surrenders and withdrawals		(106,412	)		(180,672	)		(5,875	)		(46,453	)
Transfers between Divisions
(including fixed account), net		(31,228	)		22,098			(1,655	)		10,658
Increase (decrease) in net assets derived from
principal transactions		(130,112	)		(144,699	)		(8,254	)		(40,813	)
Total increase (decrease) in net assets		(11,917	)		123,055			138			32,508
Net assets at December 31, 2010	$	1,823,032		$	2,636,403		$	83,486		$	685,068

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, 2010 and 2009
(Dollars in thousands)


											ING Van
		ING T. Rowe									Kampen
		Price Equity			ING Templeton			ING Templeton			Growth and
		Income			Global Growth			Global Growth			Income
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service 2 Class			Service Class			Service 2 Class			Service Class
Net assets at January 1, 2009	$	20,160		$	234,440		$	3,738		$	428,956

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(247	)		(380	)		(33	)		(3,853	)
Total realized gain (loss) on investments
and capital gains distributions		(1,180	)		669			(158	)		(27,909	)
Net unrealized appreciation (depreciation)
of investments		5,403			65,048			1,222			116,163
Net increase (decrease) in net assets from operations		3,976			65,337			1,031			84,401
Changes from principal transactions:
Premiums		65			9,446			18			17,402
Death benefits		(165	)		(4,188	)		(45	)		(9,116	)
Surrenders and withdrawals		(1,062	)		(13,670	)		(118	)		(29,755	)
Transfers between Divisions
(including fixed account), net		(535	)		8,098			67			(9,714	)
Increase (decrease) in net assets derived from
principal transactions		(1,697	)		(314	)		(78	)		(31,183	)
Total increase (decrease) in net assets		2,279			65,023			953			53,218
Net assets at December 31, 2009		22,439			299,463			4,691			482,174

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(266	)		(2,282	)		(59	)		(8,761	)
Total realized gain (loss) on investments
and capital gains distributions		(529	)		7,209			(111	)		(534	)
Net unrealized appreciation (depreciation)
of investments		3,345			8,384			363			51,923
Net increase (decrease) in net assets from operations		2,550			13,311			193			42,628
Changes from principal transactions:
Premiums		24			2,837			36			3,901
Death benefits		(98	)		(5,466	)		(23	)		(10,461	)
Surrenders and withdrawals		(1,189	)		(21,025	)		(175	)		(38,261	)
Transfers between Divisions
(including fixed account), net		196			(2,715	)		10			(19,555	)
Increase (decrease) in net assets derived from
principal transactions		(1,067	)		(26,369	)		(152	)		(64,376	)
Total increase (decrease) in net assets		1,483			(13,058	)		41			(21,748	)
Net assets at December 31, 2010	$	23,922		$	286,405		$	4,732		$	460,426

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, 2010 and 2009
(Dollars in thousands)


		ING Van
		Kampen			ING Wells			ING Wells		ING Wells
		Growth and			Fargo			Fargo Small		Fargo Small
		Income			HealthCare			Cap Disciplined Cap Disciplined
		Portfolio -			Portfolio -			Portfolio -		Portfolio -
		Service 2 Class			Service Class			Service Class		Service 2 Class
Net assets at January 1, 2009	$	44,662		$	164,749		$	6,594		$	369

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(726	)		(4,420	)		(189	)		(9	)
Total realized gain (loss) on investments
and capital gains distributions		(1,677	)		(8,794	)		(3,325	)		(30	)
Net unrealized appreciation (depreciation)
of investments		11,062			38,662			5,929			129
Net increase (decrease) in net assets from operations		8,659			25,448			2,415			90
Changes from principal transactions:
Premiums		139			9,457			1,109			-
Death benefits		(476	)		(1,196	)		(82	)		-
Surrenders and withdrawals		(1,605	)		(7,477	)		(424	)		(9	)
Transfers between Divisions
(including fixed account), net		(30	)		(11,165	)		6,917			(25	)
Increase (decrease) in net assets derived from
principal transactions		(1,972	)		(10,381	)		7,520			(34	)
Total increase (decrease) in net assets		6,687			15,067			9,935			56
Net assets at December 31, 2009		51,349			179,816			16,529			425

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,226	)		(4,517	)		(208	)		(6	)
Total realized gain (loss) on investments
and capital gains distributions		(637	)		(3,202	)		(391	)		(168	)
Net unrealized appreciation (depreciation)
of investments		6,418			13,238			(1,111	)		144
Net increase (decrease) in net assets from operations		4,555			5,519			(1,710	)		(30	)
Changes from principal transactions:
Premiums		26			3,412			551			-
Death benefits		(455	)		(1,736	)		(26	)		-
Surrenders and withdrawals		(2,377	)		(9,998	)		(655	)		(5	)
Transfers between Divisions
(including fixed account), net		(528	)		(9,802	)		(14,689	)		(390	)
Increase (decrease) in net assets derived from
principal transactions		(3,334	)		(18,124	)		(14,819	)		(395	)
Total increase (decrease) in net assets		1,221			(12,605	)		(16,529	)		(425	)
Net assets at December 31, 2010	$	52,570		$	167,211		$	-		$	-

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, 2010 and 2009
(Dollars in thousands)


					ING American			ING Baron			ING Columbia
					Century Small-			Small Cap			Small Cap
		ING Diversified			Mid Cap Value			Growth			Value
		International			Portfolio -			Portfolio -			Portfolio -
		Fund - Class R			Service Class			Service Class			Service Class
Net assets at January 1, 2009	$	182		$	404		$	177,288		$	136,090

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		7			(5,832	)		(2,055	)
Total realized gain (loss) on investments
and capital gains distributions		(31	)		(116	)		(13,593	)		(19,844	)
Net unrealized appreciation (depreciation)
of investments		82			688			84,871			53,172
Net increase (decrease) in net assets from operations		49			579			65,446			31,273
Changes from principal transactions:
Premiums		-			924			20,614			8,372
Death benefits		-			(22	)		(2,327	)		(1,226	)
Surrenders and withdrawals		(6	)		(86	)		(8,850	)		(5,581	)
Transfers between Divisions
(including fixed account), net		(22	)		252			36,076			(12,598	)
Increase (decrease) in net assets derived from
principal transactions		(28	)		1,068			45,513			(11,033	)
Total increase (decrease) in net assets		21			1,647			110,959			20,240
Net assets at December 31, 2009		203			2,051			288,247			156,330

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		(13	)		(7,479	)		(2,036	)
Total realized gain (loss) on investments
and capital gains distributions		(23	)		(10	)		(12,141	)		(5,961	)
Net unrealized appreciation (depreciation)
of investments		37			503			82,791			37,638
Net increase (decrease) in net assets from operations		12			480			63,171			29,641
Changes from principal transactions:
Premiums		-			271			6,413			12
Death benefits		-			-			(2,170	)		(1,250	)
Surrenders and withdrawals		(5	)		(216	)		(14,473	)		(7,381	)
Transfers between Divisions
(including fixed account), net		(32	)		461			1,015			(23,435	)
Increase (decrease) in net assets derived from
principal transactions		(37	)		516			(9,215	)		(32,054	)
Total increase (decrease) in net assets		(25	)		996			53,956			(2,413	)
Net assets at December 31, 2010	$	178		$	3,047		$	342,203		$	153,917

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, 2010 and 2009
(Dollars in thousands)


								ING Legg
								Mason
								ClearBridge			ING
		ING Davis New			ING JPMorgan			Aggressive			Oppenheimer
		York Venture			Mid Cap Value			Growth			Global
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Service Class			Service Class			Service Class			Initial Class
Net assets at January 1, 2009	$	185,900		$	35,664		$	79,359		$	6,611

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,984	)		(397	)		(2,306	)		73
Total realized gain (loss) on investments
and capital gains distributions		(9,833	)		(4,201	)		(1,541	)		(206	)
Net unrealized appreciation (depreciation)
of investments		72,285			17,143			24,464			2,273
Net increase (decrease) in net assets from operations		58,468			12,545			20,617			2,140
Changes from principal transactions:
Premiums		24,470			10,696			124			(1	)
Death benefits		(2,666	)		(447	)		(1,011	)		(150	)
Surrenders and withdrawals		(6,718	)		(2,263	)		(2,438	)		(915	)
Transfers between Divisions
(including fixed account), net		7,541			11,720			(7,258	)		(270	)
Increase (decrease) in net assets derived from
principal transactions		22,627			19,706			(10,583	)		(1,336	)
Total increase (decrease) in net assets		81,095			32,251			10,034			804
Net assets at December 31, 2009		266,995			67,915			89,393			7,415

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5,711	)		(1,436	)		(2,403	)		21
Total realized gain (loss) on investments
and capital gains distributions		(6,120	)		3,385			1,561			51
Net unrealized appreciation (depreciation)
of investments		35,925			15,568			18,139			825
Net increase (decrease) in net assets from operations		24,094			17,517			17,297			897
Changes from principal transactions:
Premiums		6,169			3,330			91			-
Death benefits		(2,401	)		(512	)		(739	)		(163	)
Surrenders and withdrawals		(10,487	)		(5,985	)		(4,297	)		(957	)
Transfers between Divisions
(including fixed account), net		7,243			39,056			(5,515	)		(416	)
Increase (decrease) in net assets derived from
principal transactions		524			35,889			(10,460	)		(1,536	)
Total increase (decrease) in net assets		24,618			53,406			6,837			(639	)
Net assets at December 31, 2010	$	291,613		$	121,321		$	96,230		$	6,776

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, 2010 and 2009
(Dollars in thousands)


					ING
		ING			Oppenheimer
		Oppenheimer			Global 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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1,115	)		180			174			115
Total realized gain (loss) on investments
and capital gains distributions		(3,646	)		60			79			(244	)
Net unrealized appreciation (depreciation)
of investments		19,426			947			304			1,685
Net increase (decrease) in net assets from operations		14,665			1,187			557			1,556
Changes from principal transactions:
Premiums		520			266			-			119
Death benefits		(956	)		(14	)		(66	)		-
Surrenders and withdrawals		(6,315	)		(1,224	)		(948	)		(777	)
Transfers between Divisions
(including fixed account), net		(7,591	)		871			(1,249	)		(82	)
Increase (decrease) in net assets derived from
principal transactions		(14,342	)		(101	)		(2,263	)		(740	)
Total increase (decrease) in net assets		323			1,086			(1,706	)		816
Net assets at December 31, 2010	$	124,699		$	9,633		$	7,923		$	17,776

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, 2010 and 2009
(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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			(8	)		(12	)		125
Total realized gain (loss) on investments
and capital gains distributions		(346	)		(703	)		(101	)		(93	)
Net unrealized appreciation (depreciation)
of investments		2,336			2,012			270			480
Net increase (decrease) in net assets from operations		1,991			1,301			157			512
Changes from principal transactions:
Premiums		693			218			2			185
Death benefits		(57	)		-			-			(93	)
Surrenders and withdrawals		(575	)		152			(161	)		(583	)
Transfers between Divisions
(including fixed account), net		(420	)		(1,548	)		(112	)		(150	)
Increase (decrease) in net assets derived from
principal transactions		(359	)		(1,178	)		(271	)		(641	)
Total increase (decrease) in net assets		1,632			123			(114	)		(129	)
Net assets at December 31, 2010	$	18,481		$	11,158		$	1,270		$	6,790

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, 2010 and 2009
(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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(159	)		(2,179	)		(1,095	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(243	)		3,028			(22,924	)		37
Net unrealized appreciation (depreciation)
of investments		2,896			10,347			34,948			88
Net increase (decrease) in net assets from operations		2,494			11,196			10,929			124
Changes from principal transactions:
Premiums		1,219			2,365			4,465			3
Death benefits		(9	)		(708	)		(2,067	)		(13	)
Surrenders and withdrawals		(403	)		(5,743	)		(12,833	)		(179	)
Transfers between Divisions
(including fixed account), net		(580	)		4,175			18,721			(30	)
Increase (decrease) in net assets derived from
principal transactions		227			89			8,286			(219	)
Total increase (decrease) in net assets		2,721			11,285			19,215			(95	)
Net assets at December 31, 2010	$	11,833		$	108,925		$	260,443		$	1,384

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, 2010 and 2009
(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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(56	)		(97	)		(1,954	)		(436	)
Total realized gain (loss) on investments
and capital gains distributions		(142	)		(269	)		(9,007	)		(8	)
Net unrealized appreciation (depreciation)
of investments		831			974			30,877			224
Net increase (decrease) in net assets from operations		633			608			19,916			(220	)
Changes from principal transactions:
Premiums		996			69			2,446			3,858
Death benefits		(131	)		(42	)		(1,118	)		(696	)
Surrenders and withdrawals		(360	)		(446	)		(9,533	)		(4,737	)
Transfers between Divisions
(including fixed account), net		(573	)		(463	)		13,049			1,520
Increase (decrease) in net assets derived from
principal transactions		(68	)		(882	)		4,844			(55	)
Total increase (decrease) in net assets		565			(274	)		24,760			(275	)
Net assets at December 31, 2010	$	8,281		$	6,229		$	189,031		$	2,046

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, 2010 and 2009
(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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(966	)		45			14			20
Total realized gain (loss) on investments
and capital gains distributions		(4,615	)		(42	)		(50	)		(66	)
Net unrealized appreciation (depreciation)
of investments		23,524			130			98			116
Net increase (decrease) in net assets from operations		17,943			133			62			70
Changes from principal transactions:
Premiums		(397	)		(36	)		(50	)		148
Death benefits		(1,180	)		-			-			(18	)
Surrenders and withdrawals		(7,877	)		-			-			(44	)
Transfers between Divisions
(including fixed account), net		9,450			1			-			(38	)
Increase (decrease) in net assets derived from
principal transactions		(4	)		(35	)		(50	)		48
Total increase (decrease) in net assets		17,939			98			12			118
Net assets at December 31, 2010	$	207,495		$	1,451		$	601		$	775

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, 2010 and 2009
(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 5			Series 6
Net assets at January 1, 2009	$	90		$	274,706		$	16,931		$	18,708

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(2,717	)		208			(21	)
Total realized gain (loss) on investments
and capital gains distributions		(4	)		(19,572	)		(893	)		(1,130	)
Net unrealized appreciation (depreciation)
of investments		28			101,072			562			997
Net increase (decrease) in net assets from operations		24			78,783			(123	)		(154	)
Changes from principal transactions:
Premiums		-			3,438			(7	)		(7	)
Death benefits		-			(5,982	)		(492	)		(180	)
Surrenders and withdrawals		(5	)		(22,338	)		(1,791	)		(3,464	)
Transfers between Divisions
(including fixed account), net		-			125,252			(201	)		(485	)
Increase (decrease) in net assets derived from
principal transactions		(5	)		100,370			(2,491	)		(4,136	)
Total increase (decrease) in net assets		19			179,153			(2,614	)		(4,290	)
Net assets at December 31, 2009		109			453,859			14,317			14,418

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(6,642	)		(46	)		9
Total realized gain (loss) on investments
and capital gains distributions		(2	)		(4,991	)		(970	)		(945	)
Net unrealized appreciation (depreciation)
of investments		15			57,770			993			931
Net increase (decrease) in net assets from operations		13			46,137			(23	)		(5	)
Changes from principal transactions:
Premiums		-			2,214			(6	)		(11	)
Death benefits		-			(7,758	)		(97	)		(109	)
Surrenders and withdrawals		(8	)		(41,659	)		(2,508	)		(3,417	)
Transfers between Divisions
(including fixed account), net		-			(3,127	)		(332	)		(170	)
Increase (decrease) in net assets derived from
principal transactions		(8	)		(50,330	)		(2,943	)		(3,707	)
Total increase (decrease) in net assets		5			(4,193	)		(2,966	)		(3,712	)
Net assets at December 31, 2010	$	114		$	449,666		$	11,351		$	10,706

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, 2010 and 2009
(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 7			Series 8			Series 9			Series 10
Net assets at January 1, 2009	$	11,948		$	7,399		$	6,080		$	5,125

Increase (decrease) in net assets
Operations:
Net investment income (loss)		24			(6	)		17			25
Total realized gain (loss) on investments
and capital gains distributions		(441	)		(548	)		(295	)		(248	)
Net unrealized appreciation (depreciation)
of investments		274			506			243			71
Net increase (decrease) in net assets from operations		(143	)		(48	)		(35	)		(152	)
Changes from principal transactions:
Premiums		-			(1	)		-			-
Death benefits		(127	)		(59	)		-			(54	)
Surrenders and withdrawals		(846	)		(1,727	)		(655	)		(775	)
Transfers between Divisions
(including fixed account), net		(382	)		(17	)		(246	)		(54	)
Increase (decrease) in net assets derived from
principal transactions		(1,355	)		(1,804	)		(901	)		(883	)
Total increase (decrease) in net assets		(1,498	)		(1,852	)		(936	)		(1,035	)
Net assets at December 31, 2009		10,450			5,547			5,144			4,090

Increase (decrease) in net assets
Operations:
Net investment income (loss)		11			8			2			11
Total realized gain (loss) on investments
and capital gains distributions		(866	)		(409	)		(338	)		(252	)
Net unrealized appreciation (depreciation)
of investments		900			420			419			312
Net increase (decrease) in net assets from operations		45			19			83			71
Changes from principal transactions:
Premiums		(4	)		(1	)		(1	)		-
Death benefits		(383	)		(168	)		(52	)		(35	)
Surrenders and withdrawals		(2,166	)		(1,250	)		(1,113	)		(840	)
Transfers between Divisions
(including fixed account), net		(477	)		(38	)		(25	)		(70	)
Increase (decrease) in net assets derived from
principal transactions		(3,030	)		(1,457	)		(1,191	)		(945	)
Total increase (decrease) in net assets		(2,985	)		(1,438	)		(1,108	)		(874	)
Net assets at December 31, 2010	$	7,465		$	4,109		$	4,036		$	3,216

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, 2010 and 2009
(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 11			Series 12			Series 13			Series 14
Net assets at January 1, 2009	$	7,708		$	2,781		$	23,085		$	76,227

Increase (decrease) in net assets
Operations:
Net investment income (loss)		110			28			345			1,296
Total realized gain (loss) on investments
and capital gains distributions		(559	)		(170	)		(484	)		(310	)
Net unrealized appreciation (depreciation)
of investments		218			65			(713	)		(3,050	)
Net increase (decrease) in net assets from operations		(231	)		(77	)		(852	)		(2,064	)
Changes from principal transactions:
Premiums		-			(1	)		1			(4	)
Death benefits		(51	)		-			(597	)		(341	)
Surrenders and withdrawals		(1,699	)		(390	)		(5,286	)		(22,386	)
Transfers between Divisions
(including fixed account), net		(9	)		(81	)		(545	)		(6,074	)
Increase (decrease) in net assets derived from
principal transactions		(1,759	)		(472	)		(6,427	)		(28,805	)
Total increase (decrease) in net assets		(1,990	)		(549	)		(7,279	)		(30,869	)
Net assets at December 31, 2009		5,718			2,232			15,806			45,358

Increase (decrease) in net assets
Operations:
Net investment income (loss)		17			15			103			815
Total realized gain (loss) on investments
and capital gains distributions		(293	)		(115	)		(209	)		(68	)
Net unrealized appreciation (depreciation)
of investments		414			176			791			1,300
Net increase (decrease) in net assets from operations		138			76			685			2,047
Changes from principal transactions:
Premiums		(7	)		(2	)		2			(2	)
Death benefits		(8	)		(52	)		(207	)		(460	)
Surrenders and withdrawals		(672	)		(226	)		(3,109	)		(10,382	)
Transfers between Divisions
(including fixed account), net		(312	)		(66	)		(323	)		(302	)
Increase (decrease) in net assets derived from
principal transactions		(999	)		(346	)		(3,637	)		(11,146	)
Total increase (decrease) in net assets		(861	)		(270	)		(2,952	)		(9,099	)
Net assets at December 31, 2010	$	4,857		$	1,962		$	12,854		$	36,259

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, 2010 and 2009
(Dollars in thousands)


		ING BlackRock
		Science and
		Technology			ING Euro
		Opportunities			STOXX 50			ING FTSE 100			ING Hang Seng
		Portfolio -			Index Portfolio -			Index Portfolio -			Index Portfolio -
		Class S			Class A			Class A			Class S
Net assets at January 1, 2009	$	87,426		$	-		$	-		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(3,846	)		(3	)		(2	)		(170	)
Total realized gain (loss) on investments
and capital gains distributions		(9,989	)		13			-			764
Net unrealized appreciation (depreciation)
of investments		73,814			-			7			1,662
Net increase (decrease) in net assets from operations		59,979			10			5			2,256
Changes from principal transactions:
Premiums		9,861			47			428			2,752
Death benefits		(881	)		-			-			(5	)
Surrenders and withdrawals		(6,484	)		(1	)		(1	)		(871	)
Transfers between Divisions
(including fixed account), net		73,353			552			323			37,554
Increase (decrease) in net assets derived from
principal transactions		75,849			598			750			39,430
Total increase (decrease) in net assets		135,828			608			755			41,686
Net assets at December 31, 2009		223,254			608			755			41,686

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(5,950	)		(57	)		(69	)		(1,558	)
Total realized gain (loss) on investments
and capital gains distributions		(731	)		48			176			1,115
Net unrealized appreciation (depreciation)
of investments		37,693			(60	)		183			2,737
Net increase (decrease) in net assets from operations		31,012			(69	)		290			2,294
Changes from principal transactions:
Premiums		6,066			392			(4,849	)		2,498
Death benefits		(1,845	)		-			(42	)		(540	)
Surrenders and withdrawals		(14,630	)		(191	)		(351	)		(3,196	)
Transfers between Divisions
(including fixed account), net		20,109			3,999			7,792			39,142
Increase (decrease) in net assets derived from
principal transactions		9,700			4,200			2,550			37,904
Total increase (decrease) in net assets		40,712			4,131			2,840			40,198
Net assets at December 31, 2010	$	263,966		$	4,739		$	3,595		$	81,884

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, 2010 and 2009
(Dollars in thousands)


		ING Index Plus			ING Index Plus			ING Index Plus			ING
		LargeCap			MidCap			SmallCap			International
		Portfolio -			Portfolio -			Portfolio -			Index Portfolio -
		Class S			Class S			Class S			Class S
Net assets at January 1, 2009	$	174,373		$	115,644		$	88,612		$	6,041

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1,257			(1,184	)		(863	)		(812	)
Total realized gain (loss) on investments
and capital gains distributions		(20,494	)		(15,463	)		(11,004	)		(531	)
Net unrealized appreciation (depreciation)
of investments		49,484			45,570			28,599			8,690
Net increase (decrease) in net assets from operations		30,247			28,923			16,732			7,347
Changes from principal transactions:
Premiums		320			1,130			379			7,089
Death benefits		(3,476	)		(1,770	)		(1,216	)		(215	)
Surrenders and withdrawals		(14,025	)		(5,853	)		(3,866	)		(2,113	)
Transfers between Divisions
(including fixed account), net		(13,102	)		(10,349	)		(6,173	)		51,439
Increase (decrease) in net assets derived from
principal transactions		(30,283	)		(16,842	)		(10,876	)		56,200
Total increase (decrease) in net assets		(36	)		12,081			5,856			63,547
Net assets at December 31, 2009		174,337			127,725			94,468			69,588

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(439	)		(1,871	)		(1,809	)		833
Total realized gain (loss) on investments
and capital gains distributions		(14,359	)		(7,964	)		(6,416	)		3,016
Net unrealized appreciation (depreciation)
of investments		31,703			31,547			25,210			(3,261	)
Net increase (decrease) in net assets from operations		16,905			21,712			16,985			588
Changes from principal transactions:
Premiums		176			138			72			1,744
Death benefits		(2,177	)		(1,119	)		(847	)		(513	)
Surrenders and withdrawals		(22,046	)		(8,214	)		(6,226	)		(4,197	)
Transfers between Divisions
(including fixed account), net		(5,863	)		(8,815	)		(4,553	)		(2,166	)
Increase (decrease) in net assets derived from
principal transactions		(29,910	)		(18,010	)		(11,554	)		(5,132	)
Total increase (decrease) in net assets		(13,005	)		3,702			5,431			(4,544	)
Net assets at December 31, 2010	$	161,332		$	131,427		$	99,899		$	65,044

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, 2010 and 2009
(Dollars in thousands)


					ING			ING Russell™			ING Russell™
		ING Japan			Opportunistic			Global Large			Large Cap
		TOPIX Index®			Large Cap			Cap Index 75%			Growth Index
		Portfolio -			Portfolio -			Portfolio -			Portfolio -
		Class A			Class S			Class S			Class S
Net assets at January 1, 2009	$	-		$	11,563		$	2,725		$	-

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2	)		76			40			(1,646	)
Total realized gain (loss) on investments
and capital gains distributions		(9	)		(1,624	)		275			1,187
Net unrealized appreciation (depreciation)
of investments		2			2,712			2,749			21,056
Net increase (decrease) in net assets from operations		(9	)		1,164			3,064			20,597
Changes from principal transactions:
Premiums		(375	)		83			7,436			1,164
Death benefits		-			(144	)		(228	)		(1,067	)
Surrenders and withdrawals		(1	)		(910	)		(224	)		(3,126	)
Transfers between Divisions
(including fixed account), net		709			(537	)		4,464			124,326
Increase (decrease) in net assets derived from
principal transactions		333			(1,508	)		11,448			121,297
Total increase (decrease) in net assets		324			(344	)		14,512			141,894
Net assets at December 31, 2009		324			11,219			17,237			141,894

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(101	)		28			(67	)		(2,704	)
Total realized gain (loss) on investments
and capital gains distributions		(62	)		(4,925	)		3,725			3,772
Net unrealized appreciation (depreciation)
of investments		717			4,089			(2,910	)		11,251
Net increase (decrease) in net assets from operations		554			(808	)		748			12,319
Changes from principal transactions:
Premiums		5,250			12			1,038			832
Death benefits		-			(156	)		(8	)		(1,223	)
Surrenders and withdrawals		(226	)		(1,009	)		(246	)		(9,281	)
Transfers between Divisions
(including fixed account), net		2,561			(9,258	)		(18,769	)		(1,966	)
Increase (decrease) in net assets derived from
principal transactions		7,585			(10,411	)		(17,985	)		(11,638	)
Total increase (decrease) in net assets		8,139			(11,219	)		(17,237	)		681
Net assets at December 31, 2010	$	8,463		$	-		$	-		$	142,575

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, 2010 and 2009
(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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		4,262			(196	)		(5,118	)		(1,915	)
Total realized gain (loss) on investments
and capital gains distributions		12,960			4,147			10,587			13,882
Net unrealized appreciation (depreciation)
of investments		14,170			(1,913	)		48,180			6,499
Net increase (decrease) in net assets from operations		31,392			2,038			53,649			18,466
Changes from principal transactions:
Premiums		2,778			428			2,438			5,853
Death benefits		(8,705	)		(581	)		(5,468	)		(507	)
Surrenders and withdrawals		(31,818	)		(3,362	)		(19,309	)		(5,404	)
Transfers between Divisions
(including fixed account), net		(10,193	)		12,698			18,299			17,330
Increase (decrease) in net assets derived from
principal transactions		(47,938	)		9,183			(4,040	)		17,272
Total increase (decrease) in net assets		(16,546	)		11,221			49,609			35,738
Net assets at December 31, 2010	$	355,951		$	35,226		$	297,977		$	120,857

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, 2010 and 2009
(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, 2009	$	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

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(2,876	)		(1,627	)		(485	)		1,623
Total realized gain (loss) on investments
and capital gains distributions		6,124			14,076			9,365			(17,524	)
Net unrealized appreciation (depreciation)
of investments		21,586			4,507			(870	)		19,810
Net increase (decrease) in net assets from operations		24,834			16,956			8,010			3,909
Changes from principal transactions:
Premiums		3,431			2,034			5,167			4,928
Death benefits		(898	)		(452	)		(2,502	)		(913	)
Surrenders and withdrawals		(9,323	)		(4,359	)		(22,176	)		(7,771	)
Transfers between Divisions
(including fixed account), net		41,308			12,731			(7,626	)		(11,904	)
Increase (decrease) in net assets derived from
principal transactions		34,518			9,954			(27,137	)		(15,660	)
Total increase (decrease) in net assets		59,352			26,910			(19,127	)		(11,751	)
Net assets at December 31, 2010	$	174,052		$	102,443		$	232,631		$	201,282

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, 2010 and 2009
(Dollars in thousands)


		ING
		International			ING MidCap			ING SmallCap
		Value			Opportunities			Opportunities			Invesco V.I.
		Portfolio -			Portfolio -			Portfolio -			Leisure Fund -
		Class S			Class S			Class S			Series I Shares
Net assets at January 1, 2009	$	8,896		$	223,352		$	51,591		$	17,862

Increase (decrease) in net assets
Operations:
Net investment income (loss)		12			(5,399	)		(1,403	)		(152	)
Total realized gain (loss) on investments
and capital gains distributions		(1,275	)		(15,469	)		(893	)		(3,132	)
Net unrealized appreciation (depreciation)
of investments		3,426			101,185			15,414			7,970
Net increase (decrease) in net assets from operations		2,163			80,317			13,118			4,686
Changes from principal transactions:
Premiums		739			6,514			257			5
Death benefits		(74	)		(5,053	)		(532	)		(167	)
Surrenders and withdrawals		(227	)		(15,932	)		(2,604	)		(935	)
Transfers between Divisions
(including fixed account), net		(779	)		7,932			(2,389	)		(1,330	)
Increase (decrease) in net assets derived from
principal transactions		(341	)		(6,539	)		(5,268	)		(2,427	)
Total increase (decrease) in net assets		1,822			73,778			7,850			2,259
Net assets at December 31, 2009		10,718			297,130			59,441			20,121

Increase (decrease) in net assets
Operations:
Net investment income (loss)		34			(5,807	)		(1,565	)		(412	)
Total realized gain (loss) on investments
and capital gains distributions		(1,738	)		(994	)		1,363			(2,585	)
Net unrealized appreciation (depreciation)
of investments		1,740			88,470			15,997			6,413
Net increase (decrease) in net assets from operations		36			81,669			15,795			3,416
Changes from principal transactions:
Premiums		227			3,321			85			(48	)
Death benefits		(5	)		(6,367	)		(556	)		(290	)
Surrenders and withdrawals		(586	)		(28,263	)		(4,480	)		(1,466	)
Transfers between Divisions
(including fixed account), net		(945	)		51,967			(2,199	)		(1,236	)
Increase (decrease) in net assets derived from
principal transactions		(1,309	)		20,658			(7,150	)		(3,040	)
Total increase (decrease) in net assets		(1,273	)		102,327			8,645			376
Net assets at December 31, 2010	$	9,445		$	399,457		$	68,086		$	20,497

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, 2010 and 2009
(Dollars in thousands)


					Legg Mason
	Legg Mason				Global Currents
	ClearBridge				Variable			Legg Mason			Legg Mason
	Variable Large				International			Western Asset			Western Asset
	Cap Value				All Cap			Variable High			Variable Money
	Portfolio -				Opportunity			Income			Market
	Class I				Portfolio			Portfolio			Portfolio
Net assets at January 1, 2009	$	73		$	39		$	51		$	23

Increase (decrease) in net assets
Operations:
Net investment income (loss)		-			(1	)		7			-
Total realized gain (loss) on investments
and capital gains distributions		(7	)		(7	)		(2	)		-
Net unrealized appreciation (depreciation)
of investments		22			17			23			-
Net increase (decrease) in net assets from operations		15			9			28			-
Changes from principal transactions:
Premiums		-			-			-			-
Death benefits		-			-			-			-
Surrenders and withdrawals		(8	)		(2	)		(1	)		-
Transfers between Divisions
(including fixed account), net		-			-			-			-
Increase (decrease) in net assets derived from
principal transactions		(8	)		(2	)		(1	)		-
Total increase (decrease) in net assets		7			7			27			-
Net assets at December 31, 2009		80			46			78			23

Increase (decrease) in net assets
Operations:
Net investment income (loss)		1			-			6			-
Total realized gain (loss) on investments
and capital gains distributions		(4	)		(12	)		(5	)		-
Net unrealized appreciation (depreciation)
of investments		8			12			9			-
Net increase (decrease) in net assets from operations		5			-			10			-
Changes from principal transactions:
Premiums		-			-			-			-
Death benefits		-			-			-			-
Surrenders and withdrawals		(8	)		(7	)		(16	)		-
Transfers between Divisions
(including fixed account), net		1			-			-			(23	)
Increase (decrease) in net assets derived from
principal transactions		(7	)		(7	)		(16	)		(23	)
Total increase (decrease) in net assets		(2	)		(7	)		(6	)		(23	)
Net assets at December 31, 2010	$	78		$	39		$	72		$	-

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, 2010 and 2009
(Dollars in thousands)


		Oppenheimer			PIMCO Real
		Main Street			Return			Pioneer Equity
		Small Cap			Portfolio -			Income VCT
		Fund®/VA -			Administrative			Portfolio -			ProFund VP
		Service Class			Class			Class II			Bull
Net assets at January 1, 2009	$	822		$	7,515		$	13,323		$	14,046

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(11	)		162			237			(279	)
Total realized gain (loss) on investments
and capital gains distributions		(77	)		341			(1,049	)		(848	)
Net unrealized appreciation (depreciation)
of investments		471			872			2,633			3,813
Net increase (decrease) in net assets from operations		383			1,375			1,821			2,686
Changes from principal transactions:
Premiums		238			1,304			2,039			(1	)
Death benefits		-			(37	)		(48	)		(311	)
Surrenders and withdrawals		(79	)		(645	)		(595	)		(694	)
Transfers between Divisions
(including fixed account), net		236			1,704			(1,511	)		(410	)
Increase (decrease) in net assets derived from
principal transactions		395			2,326			(115	)		(1,416	)
Total increase (decrease) in net assets		778			3,701			1,706			1,270
Net assets at December 31, 2009		1,600			11,216			15,029			15,316

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(16	)		22			90			(365	)
Total realized gain (loss) on investments
and capital gains distributions		(56	)		116			(996	)		(450	)
Net unrealized appreciation (depreciation)
of investments		400			623			3,318			2,153
Net increase (decrease) in net assets from operations		328			761			2,412			1,338
Changes from principal transactions:
Premiums		39			444			206			(1	)
Death benefits		-			(10	)		(17	)		(178	)
Surrenders and withdrawals		(84	)		(1,382	)		(831	)		(826	)
Transfers between Divisions
(including fixed account), net		(24	)		1,434			(1,134	)		(538	)
Increase (decrease) in net assets derived from
principal transactions		(69	)		486			(1,776	)		(1,543	)
Total increase (decrease) in net assets		259			1,247			636			(205	)
Net assets at December 31, 2010	$	1,859		$	12,463		$	15,665		$	15,111

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, 2010 and 2009
(Dollars in thousands)


								Wells Fargo			Wells Fargo
					ProFund VP			Advantage VT			Advantage VT
		ProFund VP			Rising Rates			Omega Growth			C&B Large Cap
		Europe 30			Opportunity			Fund- Class 2			Value Fund
Net assets at January 1, 2009	$	9,835		$	13,199		$	-		$	233

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(1	)		(284	)		-			(2	)
Total realized gain (loss) on investments
and capital gains distributions		(1,510	)		(2,153	)		-			(11	)
Net unrealized appreciation (depreciation)
of investments		3,915			6,093			-			67
Net increase (decrease) in net assets from operations		2,404			3,656			-			54
Changes from principal transactions:
Premiums		1			2			-			-
Death benefits		(483	)		(228	)		-			-
Surrenders and withdrawals		(682	)		(1,019	)		-			(14	)
Transfers between Divisions
(including fixed account), net		(631	)		(1,307	)		-			(35	)
Increase (decrease) in net assets derived from
principal transactions		(1,795	)		(2,552	)		-			(49	)
Total increase (decrease) in net assets		609			1,104			-			5
Net assets at December 31, 2009		10,444			14,303			-			238

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(85	)		(278	)		(7	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(740	)		(1,552	)		6			(22	)
Net unrealized appreciation (depreciation)
of investments		777			(628	)		310			12
Net increase (decrease) in net assets from operations		(48	)		(2,458	)		309			(11	)
Changes from principal transactions:
Premiums		(1	)		-			(26	)		-
Death benefits		(150	)		(230	)		-			-
Surrenders and withdrawals		(720	)		(1,005	)		-			(3	)
Transfers between Divisions
(including fixed account), net		(264	)		(69	)		1,204			(224	)
Increase (decrease) in net assets derived from
principal transactions		(1,135	)		(1,304	)		1,178			(227	)
Total increase (decrease) in net assets		(1,183	)		(3,762	)		1,487			(238	)
Net assets at December 31, 2010	$	9,261		$	10,541		$	1,487		$	-

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, 2010 and 2009
(Dollars in thousands)


		Wells Fargo
		Advantage VT			Wells Fargo			Wells Fargo		Wells Fargo
		Index Asset			Advantage VT			Advantage VT		Advantage VT
		Allocation			Intrinsic Value			Large Company		Money Market
		Fund- Class 2			Fund- Class 2			Growth Fund		Fund
Net assets at January 1, 2009	$	1,989		$	529		$	1,308		$	43

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(13	)		(3	)		(35	)		(1	)
Total realized gain (loss) on investments
and capital gains distributions		(104	)		(30	)		(11	)		-
Net unrealized appreciation (depreciation)
of investments		324			102			524			-
Net increase (decrease) in net assets from operations		207			69			478			(1	)
Changes from principal transactions:
Premiums		-			-			-			-
Death benefits		-			-			-			-
Surrenders and withdrawals		(166	)		(40	)		(124	)		(6	)
Transfers between Divisions
(including fixed account), net		(21	)		(3	)		(133	)		-
Increase (decrease) in net assets derived from
principal transactions		(187	)		(43	)		(257	)		(6	)
Total increase (decrease) in net assets		20			26			221			(7	)
Net assets at December 31, 2009		2,009			555			1,529			36

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(16	)		(17	)		(9	)		-
Total realized gain (loss) on investments
and capital gains distributions		(22	)		(29	)		(73	)		-
Net unrealized appreciation (depreciation)
of investments		241			129			(65	)		-
Net increase (decrease) in net assets from operations		203			83			(147	)		-
Changes from principal transactions:
Premiums		-			5			-			-
Death benefits		-			(8	)		(113	)		-
Surrenders and withdrawals		(35	)		(53	)		(49	)		-
Transfers between Divisions
(including fixed account), net		(21	)		225			(1,220	)		(36	)
Increase (decrease) in net assets derived from
principal transactions		(56	)		169			(1,382	)		(36	)
Total increase (decrease) in net assets		147			252			(1,529	)		(36	)
Net assets at December 31, 2010	$	2,156		$	807		$	-		$	-

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, 2010 and 2009
(Dollars in thousands)


		Wells Fargo
		Advantage VT			Wells Fargo
		Small Cap			Advantage VT
		Growth Fund -			Total Return
		Class 2			Bond Fund
Net assets at January 1, 2009	$	419		$	1,029

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(12	)		21
Total realized gain (loss) on investments
and capital gains distributions		(62	)		5
Net unrealized appreciation (depreciation)
of investments		249			65
Net increase (decrease) in net assets from operations		175			91
Changes from principal transactions:
Premiums		-			-
Death benefits		-			-
Surrenders and withdrawals		(80	)		(69	)
Transfers between Divisions
(including fixed account), net		(50	)		29
Increase (decrease) in net assets derived from
principal transactions		(130	)		(40	)
Total increase (decrease) in net assets		45			51
Net assets at December 31, 2009		464			1,080

Increase (decrease) in net assets
Operations:
Net investment income (loss)		(11	)		10
Total realized gain (loss) on investments
and capital gains distributions		(8	)		34
Net unrealized appreciation (depreciation)
of investments		112			3
Net increase (decrease) in net assets from operations		93			47
Changes from principal transactions:
Premiums		-			-
Death benefits		(65	)		-
Surrenders and withdrawals		(40	)		(69	)
Transfers between Divisions
(including fixed account), net		(16	)		17
Increase (decrease) in net assets derived from
principal transactions		(121	)		(52	)
Total increase (decrease) in net assets		(28	)		(5	)
Net assets at December 31, 2010	$	436		$	1,075

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

108

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 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 one or more initial public offerings (“IPOs”), sales
		or a combination thereof. On November 10, 2010, ING announced that while the option
		of one global IPO remains open, ING and its U.S. insurance affiliates, including the
		Company, are going to prepare for a base case of two IPOs: one Europe-led IPO and one
		separate U.S. focused IPO.

		The Account includes ING Architect Contracts, ING GoldenSelect Contracts, ING
		Retirement Solutions Rollover Choice Contracts and ING SmartDesign Contracts
		(collectively, the “Contracts”), that ceased being available to new contractowners in 2010.
		These Contracts were, however, still available to existing contractowners in 2010. ING
		GoldenSelect Contracts included Access, DVA Plus, Premium Plus, ESII, and Landmark.
		ING SmartDesign Contracts include Advantage, Signature Variable Annuity and Variable
		Annuity.

		The Account also 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)

In addition, the Account 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.

109

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

The Account is registered as a unit investment trust with the Securities and Exchange
Commission under the Investment Company Act of 1940, as amended. ING USA
provides for variable accumulation and benefits under the Contracts by crediting annuity
considerations to one or more divisions within the Account or the ING USA guaranteed
interest division, the ING USA fixed interest division, and the fixed separate account,
which are not part of the Account, as directed by the contractowners. The portion of the
Account’s assets applicable to Contracts will not be charged with liabilities arising out of
any other business ING USA may conduct, but obligations of the Account, including the
promise to make benefit payments, are obligations of ING USA. Under applicable
insurance law, the assets and liabilities of the Account are clearly identified and
distinguished from the other assets and liabilities of ING USA.

At December 31, 2010, the Account had 154 investment divisions (the “Divisions”), 24
of which invest in independently managed mutual fund portfolios and 130 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, 2010 and related Trusts are as follows:


BlackRock Variable Series Funds, Inc.:	ING Investors Trust (continued):
BlackRock Global Allocation V.I. Fund - Class III	ING Artio Foreign Portfolio - Service 2 Class
Columbia Funds Variable Insurance Trust:	ING BlackRock Inflation Protected Bond Portfolio -
Columbia Asset Allocation Fund, Variable Series -	Service Class*
Class A	ING BlackRock Large Cap Growth Portfolio -
Columbia Federal Securities Fund, Variable Series -	Institutional Class
Class A	ING BlackRock Large Cap Growth Portfolio -
Columbia Large Cap Growth Fund, Variable Series -	Service Class
Class A	ING BlackRock Large Cap Value Portfolio - Service
Columbia Small Cap Value Fund, Variable Series -	Class
Class B	ING BlackRock Large Cap Value Portfolio -
Columbia Small Company Growth Fund, Variable	Service 2 Class
Series - Class A	ING Clarion Global Real Estate Portfolio - Service
Fidelity® Variable Insurance Products:	Class
Fidelity® VIP Equity-Income Portfolio - Service	ING Clarion Global Real Estate Portfolio - Service 2
Class 2	Class
Fidelity® Variable Insurance Products II:	ING Clarion Real Estate Portfolio - Service Class
Fidelity® VIP Contrafund® Portfolio - Service Class 2	ING Clarion Real Estate Portfolio - Service 2 Class
Franklin Templeton Variable Insurance Products Trust:	ING DFA World Equity Portfolio - Service Class
Franklin Small Cap Value Securities Fund - Class 2	ING FMR^SMDiversified Mid Cap Portfolio - Service
ING Balanced Portfolio, Inc.:	Class
ING Balanced Portfolio - Class S	ING FMR^SMDiversified Mid Cap Portfolio -
ING Intermediate Bond Portfolio:	Service 2 Class
ING Intermediate Bond Portfolio - Class S	ING Franklin Income Portfolio - Service Class
ING Investors Trust:	ING Franklin Income Portfolio - Service 2 Class
ING American Funds Asset Allocation Portfolio	ING Franklin Mutual Shares Portfolio - Service
ING American Funds Bond Portfolio	Class
ING American Funds Growth Portfolio	ING Franklin Templeton Founding Strategy
ING American Funds Growth-Income Portfolio	Portfolio - Service Class
ING American Funds International Portfolio	ING Global Resources Portfolio - Service Class
ING American Funds World Allocation Portfolio -	ING Global Resources Portfolio - Service 2 Class
Service Class	ING Janus Contrarian Portfolio - Service Class
ING Artio Foreign Portfolio - Service Class	ING Janus Contrarian Portfolio - Service 2 Class

110

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


ING Investors Trust (continued):	ING Investors Trust (continued):
ING JPMorgan Emerging Markets Equity Portfolio -	ING Van Kampen Growth and Income Portfolio -
Service Class	Service Class
ING JPMorgan Emerging Markets Equity Portfolio -	ING Van Kampen Growth and Income Portfolio -
Service 2 Class	Service 2 Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING Wells Fargo HealthCare Portfolio - Service
Service Class	Class
ING JPMorgan Small Cap Core Equity Portfolio -	ING Mutual Funds:
Service 2 Class	ING Diversified International Fund - Class R
ING Large Cap Growth Portfolio - Service Class	ING Partners, Inc.:
ING Large Cap Growth Portfolio - Service 2 Class	ING American Century Small-Mid Cap Value
ING Limited Maturity Bond Portfolio - Service Class	Portfolio - Service Class
ING Liquid Assets Portfolio - Service Class	ING Baron Small Cap Growth Portfolio - Service
ING Liquid Assets Portfolio - Service 2 Class	Class
ING Lord Abbett Growth and Income Portfolio -	ING Columbia Small Cap Value Portfolio - Service
Service Class	Class
ING Lord Abbett Growth and Income Portfolio -	ING Davis New York Venture Portfolio - Service
Service 2 Class	Class
ING Marsico Growth Portfolio - Service Class	ING JPMorgan Mid Cap Value Portfolio - Service
ING Marsico Growth Portfolio - Service 2 Class	Class
ING Marsico International Opportunities Portfolio -	ING Legg Mason ClearBridge Aggressive Growth
Service Class	Portfolio - Service Class
ING MFS Total Return Portfolio - Service Class	ING Oppenheimer Global Portfolio - Initial Class
ING MFS Total Return Portfolio - Service 2 Class	ING Oppenheimer Global Portfolio - Service Class
ING MFS Utilities Portfolio - Service Class	ING Oppenheimer Global Strategic Income
ING Morgan Stanley Global Franchise Portfolio -	Portfolio - Service Class
Service Class	ING PIMCO Total Return Portfolio - Service Class
ING Morgan Stanley Global Franchise Portfolio -	ING Solution 2015 Portfolio - Service Class
Service 2 Class	ING Solution 2025 Portfolio - Service Class
ING Morgan Stanley Global Tactical Asset Allocation	ING Solution 2035 Portfolio - Service Class
Portfolio - Service Class	ING Solution 2045 Portfolio - Service Class
ING Oppenheimer Active Allocation Portfolio -	ING Solution Income Portfolio - Service Class
Service Class	ING T. Rowe Price Diversified Mid Cap Growth
ING PIMCO High Yield Portfolio - Service Class	Portfolio - Service Class
ING PIMCO Total Return Bond Portfolio - Service	ING T. Rowe Price Growth Equity Portfolio - Service
Class	Class
ING PIMCO Total Return Bond Portfolio - Service 2	ING Templeton Foreign Equity Portfolio - Service
Class	Class
ING Pioneer Fund Portfolio - Service Class	ING Thornburg Value Portfolio - Initial Class
ING Pioneer Mid Cap Value Portfolio - Service Class	ING Thornburg Value Portfolio - Service Class
ING Retirement Conservative Portfolio - Adviser	ING UBS U.S. Large Cap Equity Portfolio - Service
Class*	Class
ING Retirement Growth Portfolio - Adviser Class*	ING Van Kampen Comstock Portfolio - Service
ING Retirement Moderate Growth Portfolio - Adviser	Class
Class*	ING Van Kampen Equity and Income Portfolio -
ING Retirement Moderate Portfolio - Adviser Class*	Initial Class
ING T. Rowe Price Capital Appreciation Portfolio -	ING Van Kampen Equity and Income Portfolio -
Service Class	Service Class
ING T. Rowe Price Capital Appreciation Portfolio -	ING Strategic Allocation Portfolios, Inc.:
Service 2 Class	ING Strategic Allocation Conservative Portfolio -
ING T. Rowe Price Equity Income Portfolio - Service	Class S
Class	ING Strategic Allocation Growth Portfolio - Class S
ING T. Rowe Price Equity Income Portfolio - Service 2	ING Strategic Allocation Moderate Portfolio -
Class	Class S
ING Templeton Global Growth Portfolio - Service	ING Variable Funds:
Class	ING Growth and Income Portfolio - Class I
ING Templeton Global Growth Portfolio - Service 2	ING Growth and Income Portfolio - Class S
Class

111

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


ING Variable Insurance Trust:	Invesco Variable Insurance Funds:
ING GET U.S. Core Portfolio - Series 5		Invesco V.I. Leisure Fund - Series I Shares
ING GET U.S. Core Portfolio - Series 6	Legg Mason Partners Variable Equity Trust:
ING GET U.S. Core Portfolio - Series 7		Legg Mason ClearBridge Variable Large Cap Value
ING GET U.S. Core Portfolio - Series 8		Portfolio - Class I
ING GET U.S. Core Portfolio - Series 9		Legg Mason Global Currents Variable International
ING GET U.S. Core Portfolio - Series 10		All Cap Opportunity Portfolio
ING GET U.S. Core Portfolio - Series 11	Legg Mason Partners Variable Income Trust:
ING GET U.S. Core Portfolio - Series 12		Legg Mason Western Asset Variable High Income
ING GET U.S. Core Portfolio - Series 13		Portfolio
ING GET U.S. Core Portfolio - Series 14	Oppenheimer Variable Account Funds:
ING Variable Portfolios, Inc.:		Oppenheimer Main Street Small Cap Fund®/VA -
ING BlackRock Science and Technology Opportunities		Service Class
Portfolio - Class S	PIMCO Variable Insurance Trust:
ING Euro STOXX 50 Index Portfolio - Class A*		PIMCO Real Return Portfolio - Administrative Class
ING FTSE 100 Index Portfolio - Class A*	Pioneer Variable Contracts Trust:
ING Hang Seng Index Portfolio - Class S*		Pioneer Equity Income VCT Portfolio - Class II
ING Index Plus LargeCap Portfolio - Class S	ProFunds:
ING Index Plus MidCap Portfolio - Class S		ProFund VP Bull
ING Index Plus SmallCap Portfolio - Class S		ProFund VP Europe 30
ING International Index Portfolio - Class S		ProFund VP Rising Rates Opportunity
ING Japan TOPIX Index® Portfolio - Class A*	Wells Fargo Funds Trust:
ING Russell™ Large Cap Growth Index Portfolio -		Wells Fargo Advantage VT Omega Growth Fund -
Class S*		Class 2**
ING Russell™ Large Cap Index Portfolio - Class S	Wells Fargo Variable Trust:
ING Russell™ Large Cap Value Index Portfolio -		Wells Fargo Advantage VT Index Asset Allocation
Class S*		Fund - Class 2
ING Russell™ Mid Cap Growth Index Portfolio -		Wells Fargo Advantage VT Intrinsic Value Fund -
Class S*		Class 2
ING Russell™ Mid Cap Index Portfolio - Class S		Wells Fargo Advantage VT Small Cap Growth
ING Russell™ Small Cap Index Portfolio - Class S		Fund - Class 2
ING Small Company Portfolio - Class S		Wells Fargo Advantage VT Total Return Bond Fund
ING U.S. Bond Index Portfolio - Class S
ING WisdomTree^SMGlobal High-Yielding Equity	*	Division added to the list in 2009
Index Portfolio - Class S	**	Division added to the list in 2010
ING Variable Products Trust:
ING International Value Portfolio - Class S
ING MidCap Opportunities Portfolio - Class S
ING SmallCap Opportunities Portfolio - Class S


The names of certain Divisions were changed during 2010. The following is a summary
of current and former names for those Divisions:


Current Name	Former Name
ING Investors Trust:	ING Investors Trust:
ING DFA World Equity Portfolio - Service Class	ING Focus 5 Portfolio - Service Class
ING Large Cap Growth Portfolio - Service Class	ING Evergreen Omega Portfolio - Service Class
ING Large Cap Growth Portfolio - Service 2 Class	ING Evergreen Omega Portfolio - Service 2 Class
ING Lord Abbett Growth and Income Portfolio -	ING Lord Abbett Affiliated Portfolio - Service Class
Service Class
ING Lord Abbett Growth and Income Portfolio -	ING Lord Abbett Affiliated Portfolio - Service 2 Class
Service 2 Class
ING Morgan Stanley Global Franchise Portfolio -	ING Van Kampen Global Franchise Portfolio - Service
Service Class	Class
ING Morgan Stanley Global Franchise Portfolio -	ING Van Kampen Global Franchise Portfolio - Service 2
Service 2 Class	Class

112

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 Morgan Stanley Global Tactical Asset Allocation	ING Van Kampen Global Tactical Asset Allocation
Portfolio - Service Class	Portfolio - Service Class
ING Wells Fargo HealthCare Portfolio - Service Class	ING Evergreen Health Sciences Portfolio - Service Class
ING Partners, Inc.:	ING Partners, Inc.:
ING Legg Mason ClearBridge Aggressive Growth	ING Legg Mason Partners Aggressive Growth Portfolio -
Portfolio - Service Class	Service Class
ING Oppenheimer Global Strategic Income Portfolio -	ING Oppenheimer Strategic Income Portfolio - Service
Service Class	Class
ING Variable Portfolios, Inc.:	ING Variable Portfolios, Inc.:
ING Euro STOXX 50 Index Portfolio - Class A	ING Dow Jones Euro STOXX 50 Index Portfolio -
	Class A
ING Japan TOPIX Index® Portfolio - Class A	ING Japan Equity Index Portfolio - Class A
Invesco Variable Insurance Funds:	AIM Variable Insurance Funds:
Invesco V.I. Leisure Fund - Series I Shares	AIM V.I. Leisure Fund - Series I Shares
Legg Mason Partners Variable Equity Trust:	Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Large Cap Value	Legg Mason ClearBridge Variable Investors Portfolio
Portfolio - Class I
Wells Fargo Variable Trust:	Wells Fargo Funds Trust:
Wells Fargo Advantage VT C&B Large Cap Value	Wells Fargo Advantage C&B Large Cap Value Fund
Fund
Wells Fargo Advantage VT Index Asset Allocation	Wells Fargo Advantage Asset Allocation Fund
Fund - Class 2
Wells Fargo Advantage VT Intrinsic Value Fund -	Wells Fargo Advantage Equity Income Fund
Class 2
Wells Fargo Advantage VT Large Company Growth	Wells Fargo Advantage Large Company Growth Fund
Fund
Wells Fargo Advantage VT Money Market Fund	Wells Fargo Advantage Money Market Fund
Wells Fargo Advantage VT Small Cap Growth Fund -	Wells Fargo Advantage Small Cap Growth Fund
Class 2
Wells Fargo Advantage VT Total Return Bond Fund	Wells Fargo Advantage Total Return Bond Fund

The following Divisions were closed to contractowners in 2010:

ING Investors Trust:

ING Wells Fargo Small Cap Disciplined Portfolio - Service Class

ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class

ING Variable Portfolios, Inc.:

ING Opportunistic Large Cap Portfolio - Class S

ING Russell™ Global Large Cap Index 75% Portfolio - Class S

Legg Mason Partners Variable Income Trust:

Legg Mason Western Asset Variable Money Market Portfolio

Wells Fargo Variable Trust:

Wells Fargo Advantage VT C&B Large Cap Value Fund

Wells Fargo Advantage VT Large Company Growth Fund

Wells Fargo Advantage VT Money Market Fund

113

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

The following Divisions were offered during 2010 but did not have any activity as of

December 31, 2010:

ING Investors Trust:

ING BlackRock Large Cap Growth Portfolio - Service 2 Class

ING Wells Fargo Health Care Portfolio - Service 2 Class

ING Variable Portfolios, Inc.:

ING Small Company Portfolio - Service 2 Class


2	.	Significant Accounting Policies

		The following is a summary of the significant accounting policies of the Account:

		Use of Estimates

		The preparation of 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 Division and are recorded at fair value, determined
		by the net asset value per share of the respective Division. Investment transactions in each
		Division are recorded on the trade date. Distributions of net investment income and
		capital gains from each Division are recognized on the ex-distribution date. Realized
		gains and losses on redemptions of the shares of the Division 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

		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

114

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements

the benefit proceeds. Conversely, if amounts allocated exceed amounts required, transfers
may be made to ING USA. Prior to the annuity date, the Contracts are redeemable for the
net cash surrender value of the Contracts.

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
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, 2010 and for the years ended
December 31, 2010 and 2009, were issued.


3	.	Recently Adopted Accounting Standards

		Improving Disclosures about Fair Value Measurements

		In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting
		Standards Update (“ASU”) 2010-06, “Fair Value Measurements and Disclosure (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.

		The provisions of ASU 2010-06 were adopted by the Account on January 1, 2010, 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 Account determined, however, that there was no effect on the Account’s

115

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


disclosures, as the guidance is consistent with that previously applied by the Account
under FASB Accounting Standards Codification^TM(“ASC”) Topic 820, “Fair Value
Measurements and Disclosures” (“ASC Topic 820”). As the pronouncement only pertains
to additional disclosure, the adoption had no effect on the Account’s net assets and results
of operations.

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 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;

116

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


§	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.


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, 2010 and 2009,
		respectively, based on the priority of the inputs to the valuation technique below. The
		Account had no financial liabilities as of December 31, 2010.

		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.
		§	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

117

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


		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.

118

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

119

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
ES III (post 2000) Annual Ratchet	1.55
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

120

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Series	Annual Rates
ING GoldenSelect (continued):
Opportunities-Max 7	1.80 %
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

121

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, SmartDesign, 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	+	-		-		-		-		-		-

122

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.

123

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, 2010, 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.

124

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
				2010				2009
				Purchases		Sales		Purchases		Sales
						(Dollars in thousands)
		BlackRock Variable Series Funds, Inc.:
		BlackRock Global Allocation V.I. Fund - Class III	$	336,656	$	238,768	$	483,121	$	52,382
		Columbia Funds Variable Insurance Trust:
		Columbia Asset Allocation Fund, Variable Series - Class A		8		42		12		14
		Columbia Federal Securities Fund, Variable Series - Class A		1		4		2		5
		Columbia Large Cap Growth Fund, Variable Series - Class A		2		24		2		13
		Columbia Small Cap Value Fund, Variable Series - Class B		1,850		24,142		2,837		23,106
		Columbia Small Company Growth Fund, Variable Series -
		Class A		-		12		-		34
		Fidelity® Variable Insurance Products:
		Fidelity® VIP Equity-Income Portfolio - Service Class 2		3,311		26,851		4,156		27,760
		Fidelity® Variable Insurance Products II:
		Fidelity® VIP Contrafund® Portfolio - Service Class 2		10,290		121,488		50,576		129,087
		Franklin Templeton Variable Insurance Products Trust:
		Franklin Small Cap Value Securities Fund - Class 2		806		1,714		3,295		707
		ING Balanced Portfolio, Inc.:
		ING Balanced Portfolio - Class S		472		1,379		526		855
		ING Intermediate Bond Portfolio:
		ING Intermediate Bond Portfolio - Class S		179,655		224,263		242,282		175,601
		ING Investors Trust:
		ING American Funds Asset Allocation Portfolio		36,251		22,462		113,954		8,515
		ING American Funds Bond Portfolio		133,449		135,934		244,673		45,284
		ING American Funds Growth Portfolio		86,704		241,267		364,850		130,943
		ING American Funds Growth-Income Portfolio		30,801		148,246		159,466		67,950
		ING American Funds International Portfolio		73,499		167,325		345,720		84,792
		ING American Funds World Allocation Portfolio - Service
		Class		79,668		12,458		83,177		11,064
		ING Artio Foreign Portfolio - Service Class		16,685		105,911		102,181		78,473
		ING Artio Foreign Portfolio - Service 2 Class		1,072		5,213		7,535		5,795
		ING BlackRock Inflation Protected Bond Portfolio - Service
		Class		199,057		107,381		177,932		22,222
		ING BlackRock Large Cap Growth Portfolio - Institutional
		Class		1		16		1		22
		ING BlackRock Large Cap Growth Portfolio - Service Class		30,108		42,708		29,902		24,469
		ING BlackRock Large Cap Value Portfolio - Service Class		487		3,432		740		5,660
		ING BlackRock Large Cap Value Portfolio - Service 2 Class		32		319		29		288
		ING Clarion Global Real Estate Portfolio - Service Class		13,181		23,951		19,247		24,787
		ING Clarion Global Real Estate Portfolio - Service 2 Class		194		354		291		265
		ING Clarion Real Estate Portfolio - Service Class		10,667		62,457		21,527		51,230
		ING Clarion Real Estate Portfolio - Service 2 Class		646		2,616		1,499		2,725
		ING DFA World Equity Portfolio - Service Class		55,813		24,358		17,757		22,998
		ING FMR^SMDiversified Mid Cap Portfolio - Service Class		45,972		127,349		40,233		68,365
		ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class		475		4,138		977		3,122
		ING Franklin Income Portfolio - Service Class		61,310		74,356		100,590		33,305
		ING Franklin Income Portfolio - Service 2 Class		2,603		2,032		2,580		2,106

125

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
			2010			2009
		Purchases		Sales		Purchases		Sales
				(Dollars in thousands)
ING Investors Trust (continued):
ING Franklin Mutual Shares Portfolio - Service Class	$	17,152	$	24,066	$	22,572	$	20,694
ING Franklin Templeton Founding Strategy Portfolio -
Service Class		29,796		85,765		58,859		61,974
ING Global Resources Portfolio - Service Class		8,743		157,847		61,200		118,321
ING Global Resources Portfolio - Service 2 Class		356		3,577		998		2,963
ING Janus Contrarian Portfolio - Service Class		2,173		80,106		17,161		93,939
ING Janus Contrarian Portfolio - Service 2 Class		125		2,309		349		3,193
ING JPMorgan Emerging Markets Equity Portfolio - Service
Class		39,368		149,025		106,513		128,258
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class		2,025		3,978		1,945		3,434
ING JPMorgan Small Cap Core Equity Portfolio - Service
Class		98,052		40,358		18,539		19,560
ING JPMorgan Small Cap Core Equity Portfolio - Service 2
Class		84		4,171		966		3,394
ING Large Cap Growth Portfolio - Service Class		51,026		36,274		75,050		7,697
ING Large Cap Growth Portfolio - Service 2 Class		4		105		5		215
ING Limited Maturity Bond Portfolio - Service Class		4,418		22,839		7,847		26,018
ING Liquid Assets Portfolio - Service Class		380,662		812,090		407,407		1,243,989
ING Liquid Assets Portfolio - Service 2 Class		6,838		16,131		10,849		34,820
ING Lord Abbett Growth and Income Portfolio - Service
Class		470		10,216		928		10,148
ING Lord Abbett Growth and Income Portfolio - Service 2
Class		16		184		44		245
ING Marsico Growth Portfolio - Service Class		36,278		74,347		25,759		65,728
ING Marsico Growth Portfolio - Service 2 Class		419		2,238		1,094		1,836
ING Marsico International Opportunities Portfolio - Service
Class		3,736		31,024		5,638		41,281
ING MFS Total Return Portfolio - Service Class		28,352		149,783		61,280		109,499
ING MFS Total Return Portfolio - Service 2 Class		685		3,468		1,722		4,514
ING MFS Utilities Portfolio - Service Class		31,484		57,777		41,544		57,136
ING Morgan Stanley Global Franchise Portfolio - Service
Class		57,414		38,991		55,116		34,904
ING Morgan Stanley Global Franchise Portfolio - Service 2
Class		1,152		6,944		5,982		6,699
ING Morgan Stanley Global Tactical Asset Allocation
Portfolio - Service Class		32,673		8,548		38,483		2,503
ING Oppenheimer Active Allocation Portfolio - Service
Class		37,604		4,463		16,895		894
ING PIMCO High Yield Portfolio - Service Class		161,364		67,143		30,099		70,892
ING PIMCO Total Return Bond Portfolio - Service Class		780,532		765,549		901,963		204,712
ING PIMCO Total Return Bond Portfolio - Service 2 Class		13,948		14,656		16,133		8,267
ING Pioneer Fund Portfolio - Service Class		7,791		8,787		4,470		7,781
ING Pioneer Mid Cap Value Portfolio - Service Class		19,006		96,305		24,048		62,929
ING Retirement Conservative Portfolio - Adviser Class		142,899		107,712		406,570		10,528
ING Retirement Growth Portfolio - Adviser Class		29,935		421,712		4,521,168		73,797
ING Retirement Moderate Growth Portfolio - Adviser Class		53,836		284,058		3,078,796		22,258
ING Retirement Moderate Portfolio - Adviser Class		26,984		192,353		1,826,734		16,957
ING T. Rowe Price Capital Appreciation Portfolio - Service
Class		121,525		286,710		149,941		187,128

126

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
			2010			2009
		Purchases		Sales		Purchases		Sales
				(Dollars in thousands)
ING Investors Trust (continued):
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class	$	2,724	$	12,038	$	2,446	$	8,770
ING T. Rowe Price Equity Income Portfolio - Service Class		54,481		100,091		48,403		68,794
ING T. Rowe Price Equity Income Portfolio - Service 2 Class		1,287		2,621		828		2,773
ING Templeton Global Growth Portfolio - Service Class		14,563		43,222		23,294		23,989
ING Templeton Global Growth Portfolio - Service 2 Class		442		654		291		402
ING Van Kampen Growth and Income Portfolio - Service
Class		13,585		86,736		24,426		59,477
ING Van Kampen Growth and Income Portfolio - Service 2
Class		625		5,186		1,643		4,343
ING Wells Fargo HealthCare Portfolio - Service Class		16,769		39,415		23,980		38,784
ING Wells Fargo Small Cap Disciplined Portfolio - Service
Class		17,037		32,066		13,502		6,170
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2
Class		3		403		4		47
ING Mutual Funds:
ING Diversified International Fund - Class R		1		39		1		31
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio -
Service Class		751		248		1,305		230
ING Baron Small Cap Growth Portfolio - Service Class		49,632		66,326		76,326		36,645
ING Columbia Small Cap Value Portfolio - Service Class		2,340		36,432		25,584		38,673
ING Davis New York Venture Portfolio - Service Class		25,340		30,528		43,057		24,412
ING JPMorgan Mid Cap Value Portfolio - Service Class		69,864		35,406		28,447		8,275
ING Legg Mason ClearBridge Aggressive Growth Portfolio -
Service Class		804		13,669		22		12,912
ING Oppenheimer Global Portfolio - Initial Class		117		1,633		296		1,439
ING Oppenheimer Global Portfolio - Service Class		2,797		18,256		7,356		21,131
ING Oppenheimer Global Strategic Income Portfolio -
Service Class		2,044		1,964		780		2,355
ING PIMCO Total Return Portfolio - Service Class		347		2,424		2,717		2,235
ING Solution 2015 Portfolio - Service Class		650		1,275		4,567		1,158
ING Solution 2025 Portfolio - Service Class		1,110		1,467		5,370		732
ING Solution 2035 Portfolio - Service Class		912		2,098		2,350		1,411
ING Solution 2045 Portfolio - Service Class		30		313		142		254
ING Solution Income Portfolio - Service Class		428		944		1,542		700
ING T. Rowe Price Diversified Mid Cap Growth Portfolio -
Service Class		1,223		1,155		3,713		293
ING T. Rowe Price Growth Equity Portfolio - Service Class		30,918		33,010		60,526		14,963
ING Templeton Foreign Equity Portfolio - Service Class		78,183		70,995		64,062		34,246
ING Thornburg Value Portfolio - Initial Class		23		243		17		196
ING Thornburg Value Portfolio - Service Class		1,175		1,298		1,394		689
ING UBS U.S. Large Cap Equity Portfolio - Service Class		143		1,121		151		1,366
ING Van Kampen Comstock Portfolio - Service Class		33,188		30,298		15,444		19,050
ING Van Kampen Equity and Income Portfolio - Initial Class		39		531		43		211
ING Van Kampen Equity and Income Portfolio - Service
Class		21,212		22,182		14,589		28,233

127

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
			2010			2009
		Purchases		Sales	Purchases			Sales
				(Dollars in thousands)
ING Strategic Allocation Portfolios, Inc.:
ING Strategic Allocation Conservative Portfolio - Class S	$	141	$	131	$	268	$	193
ING Strategic Allocation Growth Portfolio - Class S		22		59		114		68
ING Strategic Allocation Moderate Portfolio - Class S		185		117		137		89
ING Variable Funds:
ING Growth and Income Portfolio - Class I		1		9		1		6
ING Growth and Income Portfolio - Class S		14,090		71,074		150,368		52,696
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 5		281		3,271		666		2,949
ING GET U.S. Core Portfolio - Series 6		270		3,968		359		4,516
ING GET U.S. Core Portfolio - Series 7		193		3,213		256		1,587
ING GET U.S. Core Portfolio - Series 8		108		1,556		155		1,967
ING GET U.S. Core Portfolio - Series 9		95		1,285		126		1,010
ING GET U.S. Core Portfolio - Series 10		129		1,062		130		988
ING GET U.S. Core Portfolio - Series 11		130		1,112		344		1,993
ING GET U.S. Core Portfolio - Series 12		62		394		80		524
ING GET U.S. Core Portfolio - Series 13		381		3,916		800		6,882
ING GET U.S. Core Portfolio - Series 14		1,581		11,915		2,860		30,373
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities
Portfolio - Class S		72,218		68,468		105,919		33,902
ING Euro STOXX 50 Index Portfolio - Class A		8,349		4,205		1,151		555
ING FTSE 100 Index Portfolio - Class A		6,745		4,255		758		10
ING Hang Seng Index Portfolio - Class S		56,600		20,253		44,117		4,852
ING Index Plus LargeCap Portfolio - Class S		3,220		33,573		5,411		34,445
ING Index Plus MidCap Portfolio - Class S		1,234		21,118		1,892		19,922
ING Index Plus SmallCap Portfolio - Class S		668		14,032		2,364		14,105
ING International Index Portfolio - Class S		35,228		39,528		62,304		6,908
ING Japan TOPIX Index® Portfolio - Class A		10,858		3,373		658		326
ING Opportunistic Large Cap Portfolio - Class S		189		10,575		959		2,391
ING Russell™ Global Large Cap Index 75% Portfolio -
Class S		4,847		21,539		12,783		1,293
ING Russell™ Large Cap Growth Index Portfolio - Class S		10,081		24,425		132,902		13,225
ING Russell™ Large Cap Index Portfolio - Class S		28,078		71,766		325,095		35,287
ING Russell™ Large Cap Value Index Portfolio - Class S		20,947		8,674		22,911		2,514
ING Russell™ Mid Cap Growth Index Portfolio - Class S		44,965		51,710		235,954		16,774
ING Russell™ Mid Cap Index Portfolio - Class S		57,905		42,548		60,555		16,482
ING Russell™ Small Cap Index Portfolio - Class S		97,799		66,153		50,264		28,362
ING Small Company Portfolio - Class S		63,700		55,373		45,632		27,700
ING Variable Portfolios, Inc.:
ING U.S. Bond Index Portfolio - Class S		86,597		114,221		170,112		103,042
ING WisdomTree^SMGlobal High-Yielding Equity Index
Portfolio - Class S		26,171		40,211		50,405		32,335

128

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


		Year ended December 31
		2010				2009
		Purchases		Sales	Purchases			Sales
				(Dollars in thousands)
ING Variable Products Trust:
ING International Value Portfolio - Class S	$	574	$	1,849	$	970	$	1,300
ING MidCap Opportunities Portfolio - Class S		66,263		51,410		27,642		39,581
ING SmallCap Opportunities Portfolio - Class S		279		8,995		145		6,817
Invesco Variable Insurance Funds:
Invesco V.I. Leisure Fund - Series I Shares		144		3,595		372		2,952
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Large Cap Value
Portfolio - Class I		3		9		2		11
Legg Mason Global Currents Variable International All Cap
Opportunity Portfolio		1		8		-		3
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio		7		17		8		3
Legg Mason Western Asset Variable Money Market Portfolio		-		23		1		-
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service
Class		128		214		545		161
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class		3,265		2,647		4,744		1,849
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II		658		2,343		2,273		2,151
ProFunds:
ProFund VP Bull		30		1,939		131		1,825
ProFund VP Europe 30		266		1,485		296		2,093
ProFund VP Rising Rates Opportunity		565		2,147		363		3,201
Wells Fargo Funds Trust:
Wells Fargo Advantage VT Omega Growth Fund - Class 2		1,236		65		-		-
Wells Fargo Variable Trust:
Wells Fargo Advantage VT C&B Large Cap Value Fund		2		231		5		55
Wells Fargo Advantage VT Index Asset Allocation Fund -
Class 2		40		112		50		251
Wells Fargo Advantage VT Intrinsic Value Fund - Class 2		232		81		16		62
Wells Fargo Advantage VT Large Company Growth Fund		20		1,412		5		297
Wells Fargo Advantage VT Money Market Fund		-		36		1		7
Wells Fargo Advantage VT Small Cap Growth Fund -
Class 2		1		132		-		142
Wells Fargo Advantage VT Total Return Bond Fund		110		124		105		119

129

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, 2010 and 2009 are shown in the following table.

					Year ended December 31
				2010				2009
			Units	Units	Net Increase		Units	Units	Net Increase
			Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
		BlackRock Variable Series Funds, Inc.:
		BlackRock Global Allocation V.I. Fund - Class III	53,684,862	43,823,307	9,861,555		75,987,942	22,927,232	53,060,710
		Columbia Funds Variable Insurance Trust:
		Columbia Asset Allocation Fund, Variable Series - Class A	1,780	4,414	(2,634	)	480	1,317	(837	)
		Columbia Federal Securities Fund, Variable Series - Class A	-	308	(308	)	-	407	(407	)
		Columbia Large Cap Growth Fund, Variable Series - Class A	3,610	5,478	(1,868	)	16	1,146	(1,130	)
		Columbia Small Cap Value Fund, Variable Series - Class B	99,816	1,302,578	(1,202,762	)	278,804	1,738,333	(1,459,529	)
		Columbia Small Company Growth Fund, Variable Series - Class A	-	712	(712	)	-	2,581	(2,581	)
		Fidelity® Variable Insurance Products:
		Fidelity® VIP Equity-Income Portfolio - Service Class 2	567,631	2,939,961	(2,372,330	)	992,104	4,176,755	(3,184,651	)
		Fidelity® Variable Insurance Products II:
		Fidelity® VIP Contrafund® Portfolio - Service Class 2	1,463,843	10,181,247	(8,717,404	)	13,009,601	19,551,470	(6,541,869	)
		Franklin Templeton Variable Insurance Products Trust:
		Franklin Small Cap Value Securities Fund - Class 2	63,457	115,023	(51,566	)	298,415	110,674	187,741
		ING Balanced Portfolio, Inc.:
		ING Balanced Portfolio - Class S	49,514	141,262	(91,748	)	64,148	133,985	(69,837	)
		ING Intermediate Bond Portfolio:
		ING Intermediate Bond Portfolio - Class S	31,368,881	38,199,740	(6,830,859	)	40,290,370	38,950,690	1,339,680
		ING Investors Trust:
		ING American Funds Asset Allocation Portfolio	7,465,694	5,907,790	1,557,904		19,904,258	5,412,005	14,492,253
		ING American Funds Bond Portfolio	21,499,629	21,999,230	(499,601	)	38,343,432	17,153,230	21,190,202
		ING American Funds Growth Portfolio	22,064,340	32,119,782	(10,055,442	)	36,582,545	36,084,341	498,204
		ING American Funds Growth-Income Portfolio	10,476,157	20,310,133	(9,833,976	)	21,283,824	21,176,889	106,935
		ING American Funds International Portfolio	12,780,203	18,282,129	(5,501,926	)	21,908,372	18,401,270	3,507,102
		ING American Funds World Allocation Portfolio - Service Class	7,842,040	2,761,948	5,080,092		8,865,751	1,821,231	7,044,520
		ING Artio Foreign Portfolio - Service Class	4,194,759	10,673,590	(6,478,831	)	12,987,278	12,119,589	867,689

130

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Artio Foreign Portfolio - Service 2 Class	116,905	358,970	(242,065	)	535,620	495,775	39,845
ING BlackRock Inflation Protected Bond Portfolio - Service Class	26,104,680	17,906,824	8,197,856		19,482,590	4,392,829	15,089,761
ING BlackRock Large Cap Growth Portfolio - Institutional Class	-	1,634	(1,634	)	-	2,743	(2,743	)
ING BlackRock Large Cap Growth Portfolio - Service Class	4,819,818	6,034,708	(1,214,890	)	6,465,361	5,476,222	989,139
ING BlackRock Large Cap Value Portfolio - Service Class	59,362	341,909	(282,547	)	136,144	680,723	(544,579	)
ING BlackRock Large Cap Value Portfolio - Service 2 Class	1,261	24,808	(23,547	)	2,844	24,758	(21,914	)
ING Clarion Global Real Estate Portfolio - Service Class	550,781	2,769,867	(2,219,086	)	5,555,668	6,011,644	(455,976	)
ING Clarion Global Real Estate Portfolio - Service 2 Class	4,677	37,635	(32,958	)	46,753	38,422	8,331
ING Clarion Real Estate Portfolio - Service Class	128,120	1,513,887	(1,385,767	)	921,570	2,302,213	(1,380,643	)
ING Clarion Real Estate Portfolio - Service 2 Class	5,596	140,650	(135,054	)	101,499	251,328	(149,829	)
ING DFA World Equity Portfolio - Service Class	9,644,054	5,788,587	3,855,467		6,018,422	6,358,864	(340,442	)
ING FMR^SMDiversified Mid Cap Portfolio - Service Class	9,134,959	14,298,104	(5,163,145	)	11,993,189	14,027,678	(2,034,489	)
ING FMR^SMDiversified Mid Cap Portfolio - Service 2 Class	75,879	250,592	(174,713	)	123,478	262,502	(139,024	)
ING Franklin Income Portfolio - Service Class	11,372,900	14,115,116	(2,742,216	)	19,152,614	13,329,973	5,822,641
ING Franklin Income Portfolio - Service 2 Class	284,891	261,085	23,806		304,876	276,396	28,480
ING Franklin Mutual Shares Portfolio - Service Class	4,237,549	4,737,191	(499,642	)	6,742,053	6,107,920	634,133
ING Franklin Templeton Founding Strategy Portfolio - Service Class	6,089,821	14,182,181	(8,092,360	)	16,080,003	19,493,470	(3,413,467	)
ING Global Resources Portfolio - Service Class	493,922	5,150,411	(4,656,489	)	6,685,696	8,256,640	(1,570,944	)
ING Global Resources Portfolio - Service 2 Class	8,360	139,830	(131,470	)	102,335	184,416	(82,081	)
ING Janus Contrarian Portfolio - Service Class	808,750	6,836,086	(6,027,336	)	5,578,332	13,257,041	(7,678,709	)
ING Janus Contrarian Portfolio - Service 2 Class	17,487	126,796	(109,309	)	80,729	285,596	(204,867	)
ING JPMorgan Emerging Markets Equity Portfolio - Service Class	1,060,173	7,800,475	(6,740,302	)	13,495,540	13,596,496	(100,956	)
ING JPMorgan Emerging Markets Equity Portfolio - Service 2 Class	6,390	126,440	(120,050	)	124,599	184,887	(60,288	)
ING JPMorgan Small Cap Core Equity Portfolio - Service Class	9,990,759	5,721,820	4,268,939		2,501,202	2,859,014	(357,812	)
ING JPMorgan Small Cap Core Equity Portfolio - Service 2 Class	11,074	249,315	(238,241	)	44,136	279,627	(235,491	)
ING Large Cap Growth Portfolio - Service Class	6,638,791	5,384,089	1,254,702		8,918,921	2,235,010	6,683,911
ING Large Cap Growth Portfolio - Service 2 Class	423	7,635	(7,212	)	991	20,984	(19,993	)
ING Limited Maturity Bond Portfolio - Service Class	157,542	1,085,915	(928,373	)	172,351	1,259,922	(1,087,571	)
ING Liquid Assets Portfolio - Service Class	66,660,459	93,629,206	(26,968,747	)	100,033,410	152,688,414	(52,655,004	)
ING Liquid Assets Portfolio - Service 2 Class	1,220,557	2,075,278	(854,721	)	1,670,729	3,901,797	(2,231,068	)

131

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Lord Abbett Growth and Income Portfolio - Service Class	102,091	975,275	(873,184	)	195,971	1,272,743	(1,076,772	)
ING Lord Abbett Growth and Income Portfolio - Service 2 Class	1,035	13,498	(12,463	)	7,978	26,296	(18,318	)
ING Marsico Growth Portfolio - Service Class	5,236,359	7,672,902	(2,436,543	)	6,158,423	9,289,470	(3,131,047	)
ING Marsico Growth Portfolio - Service 2 Class	60,251	185,209	(124,958	)	152,268	211,557	(59,289	)
ING Marsico International Opportunities Portfolio - Service Class	416,206	2,709,114	(2,292,908	)	1,710,898	5,113,218	(3,402,320	)
ING MFS Total Return Portfolio - Service Class	3,515,688	8,314,583	(4,798,895	)	7,010,855	9,394,058	(2,383,203	)
ING MFS Total Return Portfolio - Service 2 Class	62,024	257,951	(195,927	)	147,999	440,045	(292,046	)
ING MFS Utilities Portfolio - Service Class	5,251,264	7,270,739	(2,019,475	)	7,677,149	10,147,969	(2,470,820	)
ING Morgan Stanley Global Franchise Portfolio - Service Class	6,130,806	4,848,116	1,282,690		5,215,590	5,142,938	72,652
ING Morgan Stanley Global Franchise Portfolio - Service 2 Class	148,253	460,238	(311,985	)	121,541	538,908	(417,367	)
ING Morgan Stanley Global Tactical Asset Allocation Portfolio - Service
Class	4,208,845	1,991,400	2,217,445		4,666,340	706,578	3,959,762
ING Oppenheimer Active Allocation Portfolio - Service Class	3,681,411	858,634	2,822,777		2,048,572	243,145	1,805,427
ING PIMCO High Yield Portfolio - Service Class	13,844,182	9,021,750	4,822,432		969,477	6,925,944	(5,956,467	)
ING PIMCO Total Return Bond Portfolio - Service Class	71,688,144	81,816,807	(10,128,663	)	97,437,019	59,413,076	38,023,943
ING PIMCO Total Return Bond Portfolio - Service 2 Class	977,870	1,321,593	(343,723	)	1,564,776	1,195,889	368,887
ING Pioneer Fund Portfolio - Service Class	1,085,630	1,189,840	(104,210	)	740,597	1,121,515	(380,918	)
ING Pioneer Mid Cap Value Portfolio - Service Class	4,665,841	11,639,451	(6,973,610	)	8,205,982	12,555,896	(4,349,914	)
ING Retirement Conservative Portfolio - Adviser Class	27,610,889	22,349,950	5,260,939		52,086,673	3,894,878	48,191,795
ING Retirement Growth Portfolio - Adviser Class	23,269,699	58,460,607	(35,190,908	)	498,382,902	14,157,359	484,225,543
ING Retirement Moderate Growth Portfolio - Adviser Class	22,502,254	42,025,734	(19,523,480	)	331,988,356	9,052,622	322,935,734
ING Retirement Moderate Portfolio - Adviser Class	18,133,081	32,507,301	(14,374,220	)	193,428,098	7,212,114	186,215,984
ING T. Rowe Price Capital Appreciation Portfolio - Service Class	12,323,781	14,870,617	(2,546,836	)	17,600,263	17,081,278	518,985
ING T. Rowe Price Capital Appreciation Portfolio - Service 2 Class	196,903	813,416	(616,513	)	225,842	749,451	(523,609	)
ING T. Rowe Price Equity Income Portfolio - Service Class	4,938,287	6,778,123	(1,839,836	)	6,360,252	7,178,319	(818,067	)
ING T. Rowe Price Equity Income Portfolio - Service 2 Class	104,057	210,976	(106,919	)	98,206	283,142	(184,936	)
ING Templeton Global Growth Portfolio - Service Class	1,880,781	3,378,206	(1,497,425	)	2,779,038	2,929,241	(150,203	)
ING Templeton Global Growth Portfolio - Service 2 Class	30,001	43,835	(13,834	)	24,368	35,756	(11,388	)
ING Van Kampen Growth and Income Portfolio - Service Class	2,013,383	4,731,661	(2,718,278	)	3,232,339	4,799,103	(1,566,764	)
ING Van Kampen Growth and Income Portfolio - Service 2 Class	96,883	385,212	(288,329	)	225,182	453,973	(228,791	)
ING Wells Fargo HealthCare Portfolio - Service Class	3,551,121	5,499,236	(1,948,115	)	6,606,332	7,980,311	(1,373,979	)

132

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Investors Trust (continued):
ING Wells Fargo Small Cap Disciplined Portfolio - Service Class	2,039,166	3,845,835	(1,806,669	)	1,775,341	893,008	882,333
ING Wells Fargo Small Cap Disciplined Portfolio - Service 2 Class	29	47,116	(47,087	)	153	5,144	(4,991	)
ING Mutual Funds:
ING Diversified International Fund - Class R	14	4,901	(4,887	)	18	4,785	(4,767	)
ING Partners, Inc.:
ING American Century Small-Mid Cap Value Portfolio - Service Class	57,468	27,691	29,777		112,936	19,916	93,020
ING Baron Small Cap Growth Portfolio - Service Class	9,433,566	10,720,700	(1,287,134	)	15,460,465	10,216,661	5,243,804
ING Columbia Small Cap Value Portfolio - Service Class	402,181	4,285,125	(3,882,944	)	6,912,213	8,212,602	(1,300,389	)
ING Davis New York Venture Portfolio - Service Class	6,334,472	6,561,776	(227,304	)	11,317,153	8,289,814	3,027,339
ING JPMorgan Mid Cap Value Portfolio - Service Class	8,736,398	5,408,288	3,328,110		4,747,238	2,352,252	2,394,986
ING Legg Mason ClearBridge Aggressive Growth Portfolio - Service Class	187,295	1,218,110	(1,030,815	)	199,007	1,528,203	(1,329,196	)
ING Oppenheimer Global Portfolio - Initial Class	65,989	192,519	(126,530	)	90,351	233,628	(143,277	)
ING Oppenheimer Global Portfolio - Service Class	350,782	1,579,746	(1,228,964	)	1,280,265	2,986,018	(1,705,753	)
ING Oppenheimer Global Strategic Income Portfolio - Service Class	192,428	203,127	(10,699	)	71,846	253,796	(181,950	)
ING PIMCO Total Return Portfolio - Service Class	9,929	172,173	(162,244	)	203,986	198,173	5,813
ING Solution 2015 Portfolio - Service Class	31,634	108,186	(76,552	)	478,956	163,082	315,874
ING Solution 2025 Portfolio - Service Class	88,553	130,671	(42,118	)	633,355	101,208	532,147
ING Solution 2035 Portfolio - Service Class	23,942	138,705	(114,763	)	260,852	170,466	90,386
ING Solution 2045 Portfolio - Service Class	2,143	28,007	(25,864	)	16,435	34,830	(18,395	)
ING Solution Income Portfolio - Service Class	22,496	83,181	(60,685	)	126,852	73,781	53,071
ING T. Rowe Price Diversified Mid Cap Growth Portfolio - Service Class	104,694	91,136	13,558		388,149	47,438	340,711
ING T. Rowe Price Growth Equity Portfolio - Service Class	6,255,256	6,575,965	(320,709	)	11,486,303	4,675,708	6,810,595
ING Templeton Foreign Equity Portfolio - Service Class	11,508,109	11,199,089	309,020		13,339,518	9,723,596	3,615,922
ING Thornburg Value Portfolio - Initial Class	44,699	69,072	(24,373	)	24,338	49,714	(25,376	)
ING Thornburg Value Portfolio - Service Class	102,632	130,163	(27,531	)	143,282	104,718	38,564
ING UBS U.S. Large Cap Equity Portfolio - Service Class	349,179	440,828	(91,649	)	21,606	168,389	(146,783	)
ING Van Kampen Comstock Portfolio - Service Class	4,203,283	3,960,661	242,622		3,595,157	4,209,288	(614,131	)
ING Van Kampen Equity and Income Portfolio - Initial Class	22,344	64,536	(42,192	)	114	18,612	(18,498	)
ING Van Kampen Equity and Income Portfolio - Service Class	3,217,573	3,286,351	(68,778	)	3,981,043	5,317,039	(1,335,996	)

133

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
		2010				2009
	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	7,416	9,775	(2,359	)	15,260	16,067	(807	)
ING Strategic Allocation Growth Portfolio - Class S	308	3,843	(3,535	)	4,091	7,118	(3,027	)
ING Strategic Allocation Moderate Portfolio - Class S	57,952	54,750	3,202		7,093	9,342	(2,249	)
ING Variable Funds:
ING Growth and Income Portfolio - Class I	-	978	(978	)	-	825	(825	)
ING Growth and Income Portfolio - Class S	4,813,758	11,480,592	(6,666,834	)	23,372,789	10,183,271	13,189,518
ING Variable Insurance Trust:
ING GET U.S. Core Portfolio - Series 5	210,939	499,238	(288,299	)	198,514	447,916	(249,402	)
ING GET U.S. Core Portfolio - Series 6	279,301	647,116	(367,815	)	239,766	657,347	(417,581	)
ING GET U.S. Core Portfolio - Series 7	281,862	583,817	(301,955	)	77,260	213,747	(136,487	)
ING GET U.S. Core Portfolio - Series 8	109,943	254,160	(144,217	)	63,228	245,460	(182,232	)
ING GET U.S. Core Portfolio - Series 9	66,068	183,048	(116,980	)	105,587	197,861	(92,274	)
ING GET U.S. Core Portfolio - Series 10	34,851	128,563	(93,712	)	38,405	128,397	(89,992	)
ING GET U.S. Core Portfolio - Series 11	78,324	175,654	(97,330	)	89,504	266,327	(176,823	)
ING GET U.S. Core Portfolio - Series 12	30,643	64,733	(34,090	)	13,991	60,972	(46,981	)
ING GET U.S. Core Portfolio - Series 13	71,078	422,812	(351,734	)	65,252	702,351	(637,099	)
ING GET U.S. Core Portfolio - Series 14	293,231	1,365,264	(1,072,033	)	3,726,075	6,619,304	(2,893,229	)
ING Variable Portfolios, Inc.:
ING BlackRock Science and Technology Opportunities Portfolio - Class S	12,679,644	12,310,839	368,805		18,859,241	9,444,370	9,414,871
ING Euro STOXX 50 Index Portfolio - Class A	1,030,159	551,184	478,975		118,409	56,338	62,071
ING FTSE 100 Index Portfolio - Class A	714,616	460,614	254,002		74,851	1,197	73,654
ING Hang Seng Index Portfolio - Class S	6,153,732	3,386,530	2,767,202		4,311,014	1,085,883	3,225,131
ING Index Plus LargeCap Portfolio - Class S	2,235,336	5,660,031	(3,424,695	)	4,426,826	8,774,823	(4,347,997	)
ING Index Plus MidCap Portfolio - Class S	512,867	2,091,172	(1,578,305	)	634,350	2,600,153	(1,965,803	)
ING Index Plus SmallCap Portfolio - Class S	327,316	1,406,173	(1,078,857	)	515,644	1,832,868	(1,317,224	)
ING International Index Portfolio - Class S	6,156,045	7,206,256	(1,050,211	)	10,344,834	2,348,210	7,996,624
ING Japan TOPIX Index® Portfolio - Class A	1,372,471	635,799	736,672		67,500	34,583	32,917
ING Opportunistic Large Cap Portfolio - Class S	100,749	1,485,144	(1,384,395	)	136,507	377,654	(241,147	)
ING Russell™ Global Large Cap Index 75% Portfolio - Class S	482,809	2,200,644	(1,717,835	)	1,658,272	275,337	1,382,935
ING Russell™ Large Cap Growth Index Portfolio - Class S	1,413,451	2,435,885	(1,022,434	)	12,716,446	1,506,176	11,210,270

134

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
ING Variable Portfolios, Inc. (continued):
ING Russell™ Large Cap Index Portfolio - Class S	5,622,005	11,652,340	(6,030,335	)	50,637,531	8,299,860	42,337,671
ING Russell™ Large Cap Value Index Portfolio - Class S	1,788,521	1,129,693	658,828		2,295,781	373,547	1,922,234
ING Russell™ Mid Cap Growth Index Portfolio - Class S	4,844,780	5,422,222	(577,442	)	21,074,210	1,917,538	19,156,672
ING Russell™ Mid Cap Index Portfolio - Class S	9,433,486	7,850,011	1,583,475		10,832,295	4,403,603	6,428,692
ING Russell™ Small Cap Index Portfolio - Class S	14,347,490	11,359,963	2,987,527		11,286,060	8,153,924	3,132,136
ING Small Company Portfolio - Class S	8,963,102	7,999,475	963,627		8,312,508	6,042,586	2,269,922
ING U.S. Bond Index Portfolio - Class S	12,330,745	15,013,483	(2,682,738	)	24,404,746	17,982,606	6,422,140
ING WisdomTree^SMGlobal High-Yielding Equity Index Portfolio - Class S	5,180,598	7,718,793	(2,538,195	)	13,523,895	9,941,585	3,582,310
ING Variable Products Trust:
ING International Value Portfolio - Class S	36,456	129,582	(93,126	)	109,923	137,497	(27,574	)
ING MidCap Opportunities Portfolio - Class S	11,818,142	10,176,841	1,641,301		7,188,087	8,677,440	(1,489,353	)
ING SmallCap Opportunities Portfolio - Class S	282,197	1,280,291	(998,094	)	158,120	1,125,021	(966,901	)
Invesco Variable Insurance Funds:
Invesco V.I. Leisure Fund - Series I Shares	42,303	342,828	(300,525	)	31,058	349,079	(318,021	)
Legg Mason Partners Variable Equity Trust:
Legg Mason ClearBridge Variable Large Cap Value Portfolio - Class I	144	1,075	(931	)	105	1,481	(1,376	)
Legg Mason Global Currents Variable International All Cap Opportunity
Portfolio	-	605	(605	)	-	261	(261	)
Legg Mason Partners Variable Income Trust:
Legg Mason Western Asset Variable High Income Portfolio	9	840	(831	)	-	131	(131	)
Legg Mason Western Asset Variable Money Market Portfolio	-	1,725	(1,725	)	53	8	45
Oppenheimer Variable Account Funds:
Oppenheimer Main Street Small Cap Fund®/VA - Service Class	7,973	12,794	(4,821	)	46,964	15,802	31,162
PIMCO Variable Insurance Trust:
PIMCO Real Return Portfolio - Administrative Class	302,055	266,038	36,017		452,739	248,669	204,070
Pioneer Variable Contracts Trust:
Pioneer Equity Income VCT Portfolio - Class II	44,318	187,657	(143,339	)	282,017	288,418	(6,401	)
ProFunds:
ProFund VP Bull	86,315	307,498	(221,183	)	26,235	270,575	(244,340	)
ProFund VP Europe 30	52,539	190,216	(137,677	)	34,631	291,508	(256,877	)
ProFund VP Rising Rates Opportunity	263,707	521,193	(257,486	)	204,523	681,580	(477,057	)

135

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


			Year ended December 31
		2010				2009
	Units	Units	Net Increase		Units	Units	Net Increase
	Issued	Redeemed	(Decrease)		Issued	Redeemed	(Decrease)
Wells Fargo Funds Trust:
Wells Fargo Advantage VT Omega Growth Fund - Class 2	176,296	58,064	118,232		-	-	-
Wells Fargo Variable Trust:
Wells Fargo Advantage VT C&B Large Cap Value Fund	29	21,861	(21,832	)	152	5,143	(4,991	)
Wells Fargo Advantage VT Index Asset Allocation Fund - Class 2	990	7,862	(6,872	)	1,744	24,958	(23,214	)
Wells Fargo Advantage VT Intrinsic Value Fund - Class 2	61,011	44,273	16,738		702	5,759	(5,057	)
Wells Fargo Advantage VT Large Company Growth Fund	2,912	162,411	(159,499	)	274	32,595	(32,321	)
Wells Fargo Advantage VT Money Market Fund	-	3,514	(3,514	)	-	524	(524	)
Wells Fargo Advantage VT Small Cap Growth Fund - Class 2	647	8,571	(7,924	)	-	11,460	(11,460	)
Wells Fargo Advantage VT Total Return Bond Fund	3,485	8,273	(4,788	)	4,490	8,688	(4,198	)

136

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, 2010 follows:

		Division/Contract	Units		Unit Value		Extended Value
		BlackRock Global Allocation V.I. Fund - Class III
		Contracts in accumulation period:
		Band 2	13,559.990	$	10.43	$	141,431
		Band 4	109,102.540		10.36		1,130,302
		Band 5	33,421.661		10.34		345,580
		Band 6	14,545,661.720		10.31		149,965,772
		Band 7	3,582,001.065		10.30		36,894,611
		Band 8	6,150,537.869		10.27		63,166,024
		Band 9	347,522.704		10.26		3,565,583
		Band 10	32,649,951.540		10.24		334,335,504
		Band 11	3,721,600.145		10.23		38,071,969
		Band 12	1,130,871.428		10.21		11,546,197
		Band 13	4,848,083.832		10.20		49,450,455
		Band 14	5,511,970.892		10.17		56,056,744
		Band 15	9,731,706.843		10.16		98,874,142
		Band 16	404,099.506		10.13		4,093,528
		Band 17	6,172,428.268		10.11		62,403,250
		Band 18	12,313.150		10.10		124,363
		Band 19	115,909.259		10.07		1,167,206
		Band 20	2,659,829.148		10.19		27,103,659
		Band 21	359,612.495		10.14		3,646,471
		Band 26	281,015.229		10.44		2,933,799
		Band 27	86,277.250		10.36		893,832
		Band 28	42,151.363		10.31		434,581
		Band 29	37,018.529		10.30		381,291
		Band 30	12,963.103		10.21		132,353
		Band 31	12,691.859		10.17		129,076
		Band 38	386,896.812		10.43		4,035,334
		Band 41	8,409.199		10.22		85,942
		Band 42	12,552.161		10.16		127,530
		Band 43	181,048.373		10.12		1,832,210
		Band 45	334.825		9.97		3,338
		Band 46	12,815,939.410		10.09		129,312,829
		Band 47	1,076,203.479		10.04		10,805,083
		Band 50	12,193.754		10.20		124,376
		Band 55	33,603.962		10.27		345,113
		Band 56	5,623,570.871		10.39		58,428,901
		Band 57	61,011.013		10.23		624,143
		Band 59	27,518.357		10.07		277,110
		Band 60	1,645.639		10.26		16,884
		Band 64	11,692.464		10.14		118,562
			112,824,921.707			$	1,153,125,078




		137

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	657.190	$	15.66	$	10,292
Band 7	12,515.858		15.60		195,247
Band 8	3,319.870		15.48		51,392
Band 9	1,335.859		15.42		20,599
Band 11	918.721		15.30		14,056
Band 13	768.009		15.18		11,658
	19,515.507			$	303,244
Columbia Federal Securities Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 7	1,145.523	$	12.40	$	14,204
Band 13	387.049		12.07		4,672
	1,532.572			$	18,876
Columbia Large Cap Growth Fund, Variable Series -
Class A
Contracts in accumulation period:
Band 6	1,059.272	$	11.81	$	12,510
Band 7	22,946.715		11.78		270,312
Band 9	664.991		11.67		7,760
Band 11	868.732		11.60		10,077
Band 13	3,442.334		11.54		39,725
Band 14	1,773.072		11.47		20,337
	30,755.116			$	360,721
Columbia Small Cap Value Fund, Variable Series -
Class B
Contracts in accumulation period:
Band 2	1,528.484	$	14.31	$	21,873
Band 4	7,579.694		21.68		164,328
Band 5	4,263.966		21.59		92,059
Band 6	1,094,501.400		21.42		23,444,220
Band 7	745,402.228		21.34		15,906,884
Band 8	390,404.565		21.18		8,268,769
Band 9	29,596.756		21.09		624,196
Band 10	894,396.748		21.01		18,791,276
Band 11	346,007.178		20.93		7,241,930
Band 12	133,921.722		20.85		2,792,268
Band 13	373,934.538		20.77		7,766,620
Band 14	1,253,425.509		20.61		25,833,100
Band 15	373,699.766		20.53		7,672,056
Band 16	41,190.828		20.37		839,057
Band 17	835,981.882		20.29		16,962,072
Band 18	12,203.370		20.21		246,630
Band 19	53,998.446		20.05		1,082,669
Band 20	759,123.273		20.69		15,706,261
Band 21	55,993.344		20.45		1,145,064
Band 26	28,802.918		14.35		413,322

138

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	8,769.908	$	14.11	$	123,743
Band 28	3,477.857		13.98		48,620
Band 29	78.452		13.94		1,094
Band 30	1,832.715		13.70		25,108
Band 41	1,082.163		13.71		14,836
Band 42	1,180.105		13.55		15,990
Band 43	6,345.489		13.43		85,220
Band 46	515,510.367		12.53		6,459,345
Band 47	33,714.590		12.42		418,735
	8,007,948.261			$	162,207,345
Columbia Small Company Growth Fund, Variable
Series - Class A
Contracts in accumulation period:
Band 7	301.549	$	18.85	$	5,684
Band 8	674.706		18.70		12,617
	976.255			$	18,301
Fidelity® VIP Equity-Income Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	1,716.234	$	11.51	$	19,754
Band 3	357.019		11.13		3,974
Band 4	108,181.317		11.24		1,215,958
Band 5	62,730.055		11.19		701,949
Band 6	2,311,978.349		11.08		25,616,720
Band 7	1,445,626.551		11.03		15,945,261
Band 8	805,806.275		10.92		8,799,405
Band 9	246,376.463		10.87		2,678,112
Band 10	1,758,439.725		10.82		19,026,318
Band 11	509,299.187		10.76		5,480,059
Band 12	417,371.547		10.71		4,470,049
Band 13	910,072.925		10.66		9,701,377
Band 14	1,924,717.588		10.56		20,325,018
Band 15	774,051.474		10.51		8,135,281
Band 16	101,891.369		10.41		1,060,689
Band 17	1,290,394.348		10.36		13,368,485
Band 18	30,018.697		10.31		309,493
Band 19	85,217.408		10.21		870,070
Band 20	1,090,666.299		10.61		11,571,969
Band 21	213,828.149		10.46		2,236,642
Band 25	7,846.013		11.62		91,171
Band 26	293,761.374		11.57		3,398,819
Band 27	162,013.246		11.24		1,821,029
Band 28	39,810.601		11.08		441,101
Band 29	128,808.459		11.02		1,419,469
Band 30	35,705.225		10.71		382,403
Band 31	17,510.695		10.56		184,913
Band 34	94.365		9.93		937
Band 35	171,551.677		11.79		2,022,594

139

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 36	21,685.862	$	11.57	$	250,905
Band 37	32,281.489		11.40		368,009
Band 38	613,588.036		13.31		8,166,857
Band 39	106,817.886		13.12		1,401,451
Band 40	37,598.436		12.97		487,652
Band 41	18,076.577		12.08		218,365
Band 42	14,903.228		11.91		177,497
Band 43	94,275.560		11.77		1,109,623
Band 45	2,089.877		10.09		21,087
Band 46	671,601.191		9.74		6,541,396
Band 47	125,267.140		9.65		1,208,828
Band 51	676.103		9.19		6,213
Band 55	1,074.223		9.43		10,130
Band 56	16,293.282		8.77		142,892
	16,702,071.524			$	181,409,924
Fidelity® VIP Contrafund® Portfolio - Service Class 2
Contracts in accumulation period:
Band 2	13,056.131	$	13.54	$	176,780
Band 4	327,231.711		16.07		5,258,614
Band 5	87,154.676		15.95		1,390,117
Band 6	9,154,107.850		13.24		121,200,388
Band 7	1,379,878.372		15.72		21,691,688
Band 8	4,711,109.231		13.12		61,809,753
Band 9	606,697.088		15.49		9,397,738
Band 10	11,446,143.750		13.52		154,751,864
Band 11	1,298,422.963		13.01		16,892,483
Band 12	299,967.237		12.97		3,890,575
Band 13	2,816,261.141		15.20		42,807,169
Band 14	4,113,038.438		12.86		52,893,674
Band 15	3,970,153.479		14.98		59,472,899
Band 16	398,298.368		12.75		5,078,304
Band 17	3,558,174.256		12.71		45,224,395
Band 18	10,969.785		12.67		138,987
Band 19	71,732.041		12.98		931,082
Band 20	1,254,173.607		13.34		16,730,676
Band 21	436,611.134		13.20		5,763,267
Band 26	741,477.447		16.49		12,226,963
Band 27	331,215.197		16.02		5,306,067
Band 28	104,271.316		15.79		1,646,444
Band 29	252,580.457		15.71		3,968,039
Band 30	38,514.781		15.27		588,121
Band 31	20,769.639		15.05		312,583
Band 35	489,750.101		16.81		8,232,699
Band 36	109,249.235		16.49		1,801,520
Band 37	69,449.025		16.25		1,128,547
Band 38	2,620,332.628		17.26		45,226,941

140

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 39	718,804.264	$	17.00	$	12,219,672
Band 40	245,717.788		16.81		4,130,516
Band 41	132,588.014		15.49		2,053,788
Band 42	32,591.510		15.26		497,346
Band 43	213,674.958		15.09		3,224,355
Band 44	5,464.890		13.14		71,809
Band 45	13,008.846		12.90		167,814
Band 46	4,114,882.389		12.63		51,970,965
Band 47	533,206.035		12.52		6,675,740
Band 50	29,958.161		10.86		325,346
Band 51	903.782		10.71		9,680
Band 52	12,209.166		11.04		134,789
Band 53	750.054		10.91		8,183
Band 54	2,815.151		10.76		30,291
Band 55	6,147.280		10.99		67,559
Band 56	834,369.985		9.21		7,684,548
Band 57	8,025.088		9.06		72,707
Band 59	1,486.423		8.91		13,244
Band 60	5,096.955		9.09		46,331
	57,642,491.823			$	795,343,060
Franklin Small Cap Value Securities Fund - Class 2
Contracts in accumulation period:
Band 35	39,346.418	$	19.07	$	750,336
Band 36	15,105.409		18.72		282,773
Band 37	6,718.358		18.47		124,088
Band 38	439,365.985		19.38		8,514,913
Band 39	228,066.007		19.09		4,353,780
Band 40	19,012.339		18.88		358,953
	747,614.516			$	14,384,843
ING Balanced Portfolio - Class S
Contracts in accumulation period:
Band 4	1,977.678	$	10.20	$	20,172
Band 7	9,463.112		10.10		95,577
Band 9	53,976.860		10.03		541,388
Band 10	9,953.581		10.00		99,536
Band 13	6,616.274		9.93		65,700
Band 15	13,227.735		9.86		130,425
Band 21	19,357.697		9.84		190,480
Band 26	40,272.512		10.34		416,418
Band 27	12,043.783		10.20		122,847
Band 28	1,416.957		10.12		14,340
Band 29	20,239.037		10.10		204,414
Band 30	1,687.995		9.96		16,812
Band 31	19,122.496		9.89		189,121
Band 35	46,496.173		13.67		635,603
Band 36	1,917.293		13.46		25,807

141

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 (continued)
Band 37	13,082.446	$	13.31	$	174,127
Band 38	207,014.400		13.09		2,709,818
Band 39	47,597.234		12.89		613,528
Band 40	17,766.896		12.75		226,528
Band 41	8,846.754		9.96		88,114
Band 42	1,614.236		9.87		15,933
Band 43	8,638.840		9.80		84,661
	562,329.989			$	6,681,349
ING Intermediate Bond Portfolio - Class S
Contracts in accumulation period:
Band 1	7,519.419	$	13.97	$	105,046
Band 2	24,916.353		13.73		342,102
Band 3	312.898		13.31		4,165
Band 4	374,615.522		13.43		5,031,086
Band 5	37,892.684		13.37		506,625
Band 6	14,805,735.190		13.26		196,324,049
Band 7	2,524,418.183		13.20		33,322,320
Band 8	7,515,593.550		13.08		98,303,964
Band 9	1,186,881.291		13.03		15,465,063
Band 10	19,438,550.640		12.97		252,118,002
Band 11	2,331,473.273		12.91		30,099,320
Band 12	519,721.692		12.85		6,678,424
Band 13	6,019,745.942		12.80		77,052,748
Band 14	7,097,567.530		12.69		90,068,132
Band 15	6,206,307.986		12.63		78,385,670
Band 16	835,637.419		12.52		10,462,180
Band 17	5,525,607.371		12.46		68,849,068
Band 18	34,976.069		12.41		434,053
Band 19	122,247.581		12.30		1,503,645
Band 20	1,963,729.233		12.74		25,017,910
Band 21	318,166.555		12.57		3,999,354
Band 25	14,855.651		13.85		205,751
Band 26	2,931,067.242		11.80		34,586,593
Band 27	1,252,547.236		11.59		14,517,022
Band 28	698,060.444		11.49		8,020,715
Band 29	690,271.853		11.46		7,910,515
Band 30	256,725.736		11.26		2,890,732
Band 31	132,397.657		11.16		1,477,558
Band 35	336,344.319		14.03		4,718,911
Band 36	81,977.174		13.79		1,130,465
Band 37	20,839.234		13.61		283,622
Band 38	4,485,422.907		12.69		56,920,017
Band 39	1,053,124.205		12.50		13,164,053
Band 40	368,057.961		12.36		4,549,196
Band 41	37,492.595		11.27		422,542
Band 42	42,985.339		11.14		478,857
Band 43	235,606.787		11.04		2,601,099
Band 44	1,390.599		10.81		15,032

142

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 45	10,474.089	$	10.72	$	112,282
Band 46	6,900,836.882		10.99		75,840,197
Band 47	927,830.590		10.89		10,104,075
Band 49	160,362.385		10.69		1,714,274
Band 50	27,776.197		11.38		316,093
Band 51	26,009.300		11.22		291,824
Band 52	7,264.035		11.56		83,972
Band 53	3,528.180		11.43		40,327
Band 54	12,788.874		11.28		144,258
Band 55	40,869.782		11.51		470,411
Band 56	1,482,305.711		10.63		15,756,910
Band 57	30,472.336		10.45		318,436
Band 58	964.911		10.37		10,006
Band 59	5,609.335		10.28		57,664
Band 60	2,559.295		10.48		26,821
Band 64	10,665.802		10.63		113,377
	99,181,101.024			$	1,253,366,533
ING American Funds Asset Allocation Portfolio
Contracts in accumulation period:
Band 2	9,804.533	$	9.76	$	95,692
Band 4	64,240.845		9.69		622,494
Band 5	4,954.148		9.68		47,956
Band 6	6,373,629.697		9.66		61,569,263
Band 7	949,846.768		9.64		9,156,523
Band 8	1,965,775.426		9.62		18,910,760
Band 9	80,741.819		9.60		775,121
Band 10	11,286,916.050		9.59		108,241,525
Band 11	1,963,280.299		9.58		18,808,225
Band 12	104,038.031		9.56		994,604
Band 13	1,325,089.643		9.55		12,654,606
Band 14	1,148,052.239		9.52		10,929,457
Band 15	4,027,563.019		9.51		38,302,124
Band 16	163,406.748		9.49		1,550,730
Band 17	1,277,306.347		9.47		12,096,091
Band 18	7,646.237		9.46		72,333
Band 19	14,450.856		9.43		136,272
Band 20	789,389.587		9.54		7,530,777
Band 21	51,925.891		9.50		493,296
Band 26	31,953.382		9.77		312,185
Band 27	81,454.982		9.69		789,299
Band 28	42,705.659		9.65		412,110
Band 29	5,437.379		9.64		52,416
Band 30	5,654.904		9.56		54,061
Band 38	48,293.118		9.76		471,341
Band 41	603.679		9.57		5,777
Band 42	20,181.281		9.51		191,924
Band 43	29,976.215		9.47		283,875

143

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
(continued)
Band 46	2,007,999.358	$	9.45	$	18,975,594
Band 47	174,195.638		9.41		1,639,181
Band 50	6,013.668		9.55		57,431
Band 55	2,568.295		9.62		24,707
Band 56	2,587,105.511		9.72		25,146,666
Band 57	46,961.482		9.58		449,891
Band 59	12,994.818		9.44		122,671
Band 60	17,527.644		9.60		168,265
	36,729,685.196			$	352,145,243
ING American Funds Bond Portfolio
Contracts in accumulation period:
Band 2	29,857.287	$	10.53	$	314,397
Band 4	101,191.661		10.28		1,040,250
Band 5	20,274.922		10.44		211,670
Band 6	8,176,396.079		10.23		83,644,532
Band 7	1,208,034.636		10.22		12,346,114
Band 8	3,023,318.677		10.19		30,807,617
Band 9	233,092.893		10.17		2,370,555
Band 10	10,751,091.660		10.16		109,231,091
Band 11	1,976,688.384		10.14		20,043,620
Band 12	296,209.421		10.13		3,000,601
Band 13	3,074,338.943		10.11		31,081,567
Band 14	2,515,630.063		10.08		25,357,551
Band 15	4,313,504.802		10.07		43,436,993
Band 16	183,371.099		10.04		1,841,046
Band 17	2,755,719.355		10.02		27,612,308
Band 18	5,234.983		10.00		52,350
Band 19	82,172.402		9.97		819,259
Band 20	1,236,491.375		10.10		12,488,563
Band 21	180,259.478		10.05		1,811,608
Band 26	222,516.637		10.55		2,347,551
Band 27	77,172.037		10.46		807,220
Band 28	46,668.039		10.41		485,814
Band 29	24,826.737		10.40		258,198
Band 30	18,545.435		10.31		191,203
Band 31	31,615.724		10.27		324,693
Band 35	114,695.702		10.43		1,196,276
Band 36	18,403.940		10.37		190,849
Band 37	18,704.981		10.32		193,035
Band 38	2,302,829.582		10.35		23,834,286
Band 39	528,856.765		10.29		5,441,936
Band 40	302,147.133		10.25		3,097,008
Band 41	38,544.671		10.32		397,781
Band 42	13,965.118		10.26		143,282
Band 43	91,689.291		10.22		937,065
Band 45	1,318.187		10.07		13,274
Band 46	2,956,945.117		9.99		29,539,882

144

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 (continued)
Band 47	401,888.212	$	9.94	$	3,994,769
Band 55	10,935.735		10.19		111,435
Band 56	1,768,568.137		10.31		18,233,937
Band 57	65,411.801		10.14		663,276
Band 59	10,944.530		9.98		109,226
Band 60	15,863.672		10.17		161,334
Band 61	2,457.762		10.10		24,823
Band 64	10,305.436		10.24		105,528
	49,258,698.501			$	500,315,373
ING American Funds Growth Portfolio
Contracts in accumulation period:
Band 2	67,695.503	$	14.54	$	984,293
Band 4	853,552.917		14.28		12,188,736
Band 5	176,198.091		14.22		2,505,537
Band 6	25,830,505.410		14.12		364,726,736
Band 7	7,750,331.404		14.07		109,047,163
Band 8	11,927,677.580		13.96		166,510,379
Band 9	2,013,938.123		13.91		28,013,879
Band 10	28,931,188.660		13.86		400,986,275
Band 11	5,072,855.998		13.81		70,056,141
Band 12	1,180,264.314		13.76		16,240,437
Band 13	7,734,697.320		13.70		105,965,353
Band 14	13,894,288.580		13.60		188,962,325
Band 15	13,344,121.590		13.55		180,812,848
Band 16	796,076.135		13.45		10,707,224
Band 17	14,568,733.200		13.40		195,221,025
Band 18	42,590.509		13.35		568,583
Band 19	531,552.183		13.25		7,043,066
Band 20	7,652,669.355		13.65		104,458,937
Band 21	1,017,485.099		13.50		13,736,049
Band 26	1,093,287.769		14.60		15,962,001
Band 27	430,985.881		14.28		6,154,478
Band 28	289,304.162		14.12		4,084,975
Band 29	434,516.336		14.06		6,109,300
Band 30	112,026.092		13.75		1,540,359
Band 31	71,213.450		13.60		968,503
Band 35	223,093.406		11.41		2,545,496
Band 36	30,825.461		11.29		348,019
Band 37	41,947.880		14.44		605,727
Band 38	3,477,006.758		11.26		39,151,096
Band 39	774,945.040		11.14		8,632,888
Band 40	326,089.647		11.04		3,600,030
Band 41	232,705.344		13.76		3,202,026
Band 42	114,113.902		13.56		1,547,385
Band 43	547,929.231		13.41		7,347,731
Band 44	8,228.683		11.98		98,580
Band 45	16,607.529		11.75		195,138
Band 46	14,501,898.910		11.58		167,931,989

145

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 47	1,133,281.486	$	11.47	$	12,998,739
Band 50	57,644.531		10.44		601,809
Band 51	63,520.006		10.30		654,256
Band 52	6,768.909		10.61		71,818
Band 53	3,526.276		10.49		36,991
Band 54	10,340.652		10.34		106,922
Band 55	48,158.185		10.56		508,550
Band 56	4,029,127.449		9.25		37,269,429
Band 57	31,917.723		9.10		290,451
Band 59	30,869.063		8.95		276,278
Band 60	11,640.145		9.13		106,275
Band 61	3,784.117		9.06		34,284
Band 62	4,949.969		8.98		44,451
Band 64	1,122.766		9.27		10,408
	171,549,798.729			$	2,301,771,368
ING American Funds Growth-Income Portfolio
Contracts in accumulation period:
Band 2	40,799.306	$	12.70	$	518,151
Band 4	970,453.594		12.47		12,101,556
Band 5	59,859.225		12.43		744,050
Band 6	17,556,910.650		12.33		216,476,708
Band 7	5,194,637.562		12.29		63,842,096
Band 8	7,628,865.312		12.20		93,072,157
Band 9	2,035,007.633		12.15		24,725,343
Band 10	18,859,468.990		12.11		228,388,169
Band 11	3,496,988.501		12.06		42,173,681
Band 12	686,003.145		12.02		8,245,758
Band 13	5,370,763.362		11.97		64,288,037
Band 14	9,526,910.098		11.88		113,179,692
Band 15	9,654,053.259		11.84		114,303,991
Band 16	515,490.247		11.75		6,057,010
Band 17	10,052,428.420		11.71		117,713,937
Band 18	26,521.520		11.66		309,241
Band 19	428,857.728		11.57		4,961,884
Band 20	4,924,284.096		11.93		58,746,709
Band 21	1,086,717.483		11.79		12,812,399
Band 26	906,288.357		12.75		11,555,177
Band 27	476,610.314		12.47		5,943,331
Band 28	185,386.560		12.33		2,285,816
Band 29	398,141.933		12.29		4,893,164
Band 30	119,576.447		12.01		1,436,113
Band 31	77,034.517		11.88		915,170
Band 35	133,933.631		10.45		1,399,606
Band 36	26,616.224		10.34		275,212
Band 37	41,543.446		12.61		523,863
Band 38	2,186,805.042		10.31		22,545,960
Band 39	287,316.531		10.20		2,930,629
Band 40	246,077.647		10.11		2,487,845

146

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 41	149,471.618	$	12.02	$	1,796,649
Band 42	92,928.970		11.84		1,100,279
Band 43	457,923.541		11.71		5,362,285
Band 44	6,228.997		10.39		64,719
Band 45	23,918.388		10.21		244,207
Band 46	8,815,323.056		9.98		87,976,924
Band 47	950,481.730		9.89		9,400,264
Band 50	17,335.646		9.71		168,329
Band 51	492,257.926		9.57		4,710,908
Band 52	2,605.229		9.86		25,688
Band 53	7,543.306		9.75		73,547
Band 54	10,023.291		9.62		96,424
Band 55	28,197.450		9.82		276,899
Band 56	3,413,311.834		9.09		31,027,005
Band 57	13,266.760		8.94		118,605
Band 59	6,252.184		8.79		54,957
Band 60	22,313.455		8.97		200,152
Band 61	3,831.455		8.90		34,100
	117,713,565.616			$	1,382,584,396
ING American Funds International Portfolio
Contracts in accumulation period:
Band 2	64,969.073	$	19.21	$	1,248,056
Band 4	348,711.744		18.86		6,576,703
Band 5	102,141.954		18.79		1,919,247
Band 6	10,785,643.430		18.65		201,152,250
Band 7	3,345,875.424		18.58		62,166,365
Band 8	5,524,450.402		18.44		101,870,865
Band 9	957,185.636		18.37		17,583,500
Band 10	13,733,676.480		18.30		251,326,280
Band 11	2,331,614.879		18.23		42,505,339
Band 12	586,478.368		18.17		10,656,312
Band 13	3,947,549.887		18.10		71,450,653
Band 14	6,334,952.271		17.96		113,775,743
Band 15	5,456,090.121		17.90		97,664,013
Band 16	546,134.503		17.76		9,699,349
Band 17	5,981,677.028		17.70		105,875,683
Band 18	28,192.049		17.63		497,026
Band 19	234,986.882		17.50		4,112,270
Band 20	2,760,607.238		18.03		49,773,749
Band 21	516,416.624		17.83		9,207,708
Band 26	597,878.042		19.28		11,527,089
Band 27	335,601.058		18.85		6,326,080
Band 28	114,325.273		18.64		2,131,023
Band 29	232,494.075		18.57		4,317,415
Band 30	55,069.688		18.16		1,000,066
Band 31	35,614.090		17.96		639,629
Band 34	77.787		17.12		1,332
Band 35	222,510.931		13.10		2,914,893

147

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 36	35,705.753	$	12.95	$	462,390
Band 37	10,977.683		19.07		209,344
Band 38	2,510,976.512		12.92		32,441,817
Band 39	507,011.860		12.78		6,479,612
Band 40	178,287.818		12.67		2,258,907
Band 41	56,783.495		18.17		1,031,756
Band 42	29,666.151		17.91		531,321
Band 43	248,873.383		17.71		4,407,548
Band 44	3,046.238		14.53		44,262
Band 45	13,567.873		14.23		193,071
Band 46	6,235,951.564		13.54		84,434,784
Band 47	618,908.396		13.42		8,305,751
Band 50	20,884.434		11.21		234,115
Band 51	463,332.959		11.06		5,124,463
Band 52	7,394.581		11.39		84,224
Band 53	1,930.740		11.26		21,740
Band 54	10,105.649		11.11		112,274
Band 55	26,341.453		11.34		298,712
Band 56	2,409,833.466		8.62		20,772,764
Band 57	24,828.167		8.48		210,543
Band 59	10,128.157		8.34		84,469
Band 60	9,810.962		8.50		83,393
Band 61	2,647.584		8.44		22,346
Band 62	5,160.687		8.36		43,143
	78,623,080.502			$	1,355,811,387
ING American Funds World Allocation Portfolio -
Service Class
Contracts in accumulation period:
Band 4	13,875.522	$	13.45	$	186,626
Band 5	2,341.303		14.57		34,113
Band 6	2,196,476.009		13.40		29,432,779
Band 7	249,071.631		13.39		3,335,069
Band 8	537,592.947		13.36		7,182,242
Band 9	45,413.523		13.34		605,816
Band 10	2,692,195.680		13.33		35,886,968
Band 11	645,015.316		13.31		8,585,154
Band 12	40,504.594		13.29		538,306
Band 13	2,687,618.160		13.28		35,691,569
Band 14	634,097.390		13.25		8,401,790
Band 15	1,083,472.407		13.23		14,334,340
Band 16	130,342.171		13.20		1,720,517
Band 17	487,065.448		13.19		6,424,393
Band 18	222.417		13.17		2,929
Band 19	28,864.771		13.14		379,283
Band 20	193,520.051		13.26		2,566,076
Band 21	18,671.428		13.22		246,836
Band 26	27,911.430		14.66		409,182
Band 27	11,263.603		14.58		164,223

148

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 28	2,832.501	$	14.54	$	41,185
Band 29	3,412.186		14.53		49,579
Band 30	1,555.572		14.45		22,478
Band 38	16,764.526		13.53		226,824
Band 41	2,300.409		14.46		33,264
Band 43	18,603.718		14.37		267,335
Band 46	925,559.421		13.15		12,171,106
Band 47	508,247.143		13.11		6,663,120
Band 51	7,005.152		13.19		92,398
Band 56	341,407.499		13.48		4,602,173
Band 57	5,074.294		13.31		67,539
Band 59	9,311.845		13.14		122,358
Band 60	2,119.029		13.34		28,268
Band 64	1,496.348		13.22		19,782
	13,571,225.444			$	180,535,620
ING Artio Foreign Portfolio - Service Class
Contracts in accumulation period:
Band 1	1,024.250	$	15.06	$	15,425
Band 2	7,788.040		14.80		115,263
Band 3	648.428		14.35		9,305
Band 4	117,981.429		14.48		1,708,371
Band 5	88,065.425		14.41		1,269,023
Band 6	5,620,113.677		14.29		80,311,424
Band 7	2,192,606.294		14.23		31,200,788
Band 8	2,633,522.185		14.10		37,132,663
Band 9	412,652.207		14.04		5,793,637
Band 10	7,241,126.665		13.98		101,230,951
Band 11	1,884,953.167		13.92		26,238,548
Band 12	375,811.506		13.85		5,204,989
Band 13	2,463,264.343		13.79		33,968,415
Band 14	4,446,274.108		13.67		60,780,567
Band 15	2,488,104.522		13.61		33,863,103
Band 16	172,147.818		13.49		2,322,274
Band 17	3,311,822.316		13.43		44,477,774
Band 18	93,778.062		13.37		1,253,813
Band 19	154,096.215		13.26		2,043,316
Band 20	1,418,546.904		13.73		19,476,649
Band 21	292,026.708		13.55		3,956,962
Band 25	28,921.295		14.93		431,795
Band 26	251,364.217		14.86		3,735,272
Band 27	81,100.106		14.48		1,174,330
Band 28	79,851.636		14.29		1,141,080
Band 29	104,698.884		14.22		1,488,818
Band 30	19,431.615		13.85		269,128
Band 31	8,924.215		13.67		121,994
Band 38	262,079.009		9.89		2,591,961
Band 41	38,134.387		15.33		584,600

149

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 42	13,561.546	$	15.10	$	204,779
Band 43	86,914.330		14.94		1,298,500
Band 44	618.400		12.55		7,761
Band 45	36,495.039		12.28		448,159
Band 46	2,449,934.274		11.52		28,223,243
Band 47	341,054.771		11.41		3,891,435
Band 50	23,087.915		9.57		220,951
Band 51	9,564.994		9.44		90,294
Band 52	6,279.708		9.72		61,039
Band 53	2,245.343		9.61		21,578
Band 54	10,167.492		9.48		96,388
Band 55	508.735		9.68		4,925
Band 56	629,068.770		7.18		4,516,714
Band 57	12,926.946		7.07		91,394
Band 60	976.941		7.09		6,927
	39,914,264.837			$	543,096,325
ING Artio Foreign Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	575,039.135	$	16.75	$	9,631,906
Band 7	12,914.433		16.68		215,413
Band 10	391,537.395		16.40		6,421,213
Band 11	5,474.498		16.33		89,399
Band 12	129,915.619		16.26		2,112,428
Band 13	5,146.349		11.70		60,212
Band 14	126,180.693		12.76		1,610,066
Band 15	403,291.494		12.71		5,125,835
Band 17	165,116.242		12.58		2,077,162
Band 20	782,919.174		16.12		12,620,657
Band 46	469,877.737		11.42		5,366,004
	3,067,412.769			$	45,330,295
ING BlackRock Inflation Protected Bond Portfolio -
Service Class
Contracts in accumulation period:
Band 4	142,911.132	$	11.04	$	1,577,739
Band 5	35,743.745		11.03		394,254
Band 6	3,408,948.014		11.01		37,532,518
Band 7	1,086,064.725		11.00		11,946,712
Band 8	1,170,759.421		10.98		12,854,938
Band 9	147,367.278		10.97		1,616,619
Band 10	4,954,369.745		10.96		54,299,892
Band 11	1,094,360.934		10.95		11,983,252
Band 12	158,549.261		10.94		1,734,529
Band 13	1,388,090.868		10.93		15,171,833
Band 14	2,074,531.667		10.91		22,633,140
Band 15	1,335,717.794		10.91		14,572,681
Band 16	121,893.242		10.89		1,327,417
Band 17	1,431,584.772		10.88		15,575,642
Band 18	4,388.858		10.87		47,707

150

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 (continued)
Band 19	82,801.885	$	10.85	$	898,400
Band 20	692,595.294		10.92		7,563,141
Band 21	110,149.472		10.90		1,200,629
Band 26	297,809.092		11.10		3,305,681
Band 27	76,545.704		11.04		845,065
Band 28	17,358.757		11.01		191,120
Band 29	121,014.560		11.00		1,331,160
Band 30	29,627.821		10.94		324,128
Band 31	9,365.779		10.91		102,181
Band 32	8,505.704		10.86		92,372
Band 35	83,884.914		11.14		934,478
Band 36	9,750.314		11.10		108,228
Band 37	1,570.361		11.07		17,384
Band 38	564,387.716		11.09		6,259,060
Band 39	134,890.924		11.05		1,490,545
Band 40	61,281.854		11.02		675,326
Band 41	223,385.002		10.94		2,443,832
Band 42	9,587.445		10.91		104,599
Band 43	68,048.246		10.88		740,365
Band 45	296.208		10.78		3,193
Band 46	1,372,073.093		10.86		14,900,714
Band 47	233,842.440		10.83		2,532,514
Band 50	3,060.591		10.94		33,483
Band 51	29,965.248		10.88		326,022
Band 52	2,872.730		11.00		31,600
Band 55	3,377.128		10.98		37,081
Band 56	449,421.108		11.06		4,970,597
Band 57	11,039.679		10.95		120,884
Band 59	9,723.920		10.85		105,505
Band 60	3,854.320		10.97		42,282
Band 64	10,248.337		10.90		111,707
	23,287,617.102			$	255,112,149
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
Contracts in accumulation period:
Band 35	10,645.776	$	8.69	$	92,512
Band 38	5,751.485		8.61		49,520
Band 40	1,243.909		8.50		10,573
	17,641.170			$	152,605

151

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	12,033.593	$	11.81	$	142,117
Band 3	2,021.566		11.45		23,147
Band 4	51,289.957		11.56		592,912
Band 5	64,878.187		11.51		746,748
Band 6	1,445,316.098		11.41		16,491,057
Band 7	908,450.394		11.36		10,319,996
Band 8	705,924.168		11.26		7,948,706
Band 9	103,258.955		11.21		1,157,533
Band 10	1,660,778.635		11.16		18,534,290
Band 11	550,091.820		11.11		6,111,520
Band 12	301,245.653		11.06		3,331,777
Band 13	827,959.721		11.01		9,115,837
Band 14	1,616,152.406		10.92		17,648,384
Band 15	700,594.308		10.87		7,615,460
Band 16	52,180.227		10.77		561,981
Band 17	962,844.932		10.72		10,321,698
Band 18	23,096.473		10.68		246,670
Band 19	44,991.959		10.58		476,015
Band 20	687,935.685		10.96		7,539,775
Band 21	52,966.868		10.82		573,102
Band 25	5,541.351		11.92		66,053
Band 26	75,398.974		11.45		863,318
Band 27	68,439.683		11.25		769,946
Band 28	31,469.094		11.15		350,880
Band 29	28,729.224		11.12		319,469
Band 30	6,673.242		10.93		72,939
Band 31	5,589.715		10.84		60,593
Band 35	6,685.399		9.68		64,715
Band 36	5,097.781		9.60		48,939
Band 37	11,313.564		9.54		107,931
Band 38	139,754.602		10.19		1,424,099
Band 39	15,639.600		9.50		148,576
Band 40	14,517.171		9.44		137,042
Band 41	7,434.030		10.94		81,328
Band 42	148.473		10.81		1,605
Band 43	19,664.187		10.72		210,800
Band 45	1,150.280		10.40		11,963
Band 46	575,134.518		10.03		5,768,599
Band 47	79,710.549		9.94		792,323
Band 50	2,310.510		9.90		22,874
Band 51	680.866		9.77		6,652
Band 52	938.012		10.06		9,436
Band 55	3,743.004		10.01		37,467
Band 56	117,651.429		9.31		1,095,335
Band 57	3,721.810		9.15		34,055
Band 60	430.468		9.18		3,952
	12,001,579.141			$	132,009,614

152

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	1,852.393	$	11.74	$	21,747
Band 3	285.078		11.38		3,244
Band 4	23,609.013		11.48		271,031
Band 5	2,596.613		11.43		29,679
Band 6	238,102.303		11.33		2,697,699
Band 7	196,343.538		11.28		2,214,755
Band 8	144,808.491		11.18		1,618,959
Band 9	20,343.301		11.14		226,624
Band 10	210,367.356		11.09		2,332,974
Band 11	118,975.039		11.04		1,313,484
Band 12	42,210.695		10.99		463,896
Band 13	129,470.115		10.94		1,416,403
Band 14	329,313.458		10.84		3,569,758
Band 15	105,724.518		10.80		1,141,825
Band 16	7,541.474		10.70		80,694
Band 17	243,521.486		10.65		2,593,504
Band 18	7,806.432		10.61		82,826
Band 19	39,551.449		10.51		415,686
Band 20	153,395.162		10.89		1,670,473
Band 21	7,585.936		10.75		81,549
Band 25	73.053		11.84		865
Band 26	11,179.052		10.52		117,604
Band 27	7,594.896		10.34		78,531
Band 28	277.145		10.25		2,841
Band 29	3,237.273		10.22		33,085
Band 30	4,117.807		10.04		41,343
Band 43	21,458.276		9.84		211,149
Band 46	140,253.518		9.28		1,301,553
Band 47	34,484.073		9.19		316,909
Band 50	2,207.991		8.84		19,519
Band 51	1,648.275		8.72		14,373
	2,249,935.209			$	24,384,582
ING BlackRock Large Cap Value Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	19,379.867	$	13.61	$	263,760
Band 10	35,620.594		13.33		474,823
Band 11	730.701		13.27		9,696
Band 12	14,849.641		13.22		196,312
Band 13	1,085.999		9.42		10,230
Band 14	2,804.131		9.74		27,312
Band 15	31,377.789		9.70		304,365
Band 17	3,633.171		9.60		34,878
Band 20	44,208.173		13.11		579,569
Band 46	20,436.061		9.19		187,807
	174,126.127			$	2,088,752

153

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	567.484	$	11.06	$	6,276
Band 3	961.428		10.88		10,460
Band 4	84,454.614		10.93		923,089
Band 5	17,038.295		10.90		185,717
Band 6	1,961,058.983		10.85		21,277,490
Band 7	393,755.620		10.83		4,264,373
Band 8	1,095,176.504		10.77		11,795,051
Band 9	85,134.928		10.75		915,200
Band 10	2,903,281.546		10.72		31,123,178
Band 11	334,954.513		10.70		3,584,013
Band 12	53,304.315		10.67		568,757
Band 13	692,761.108		10.65		7,377,906
Band 14	875,949.389		10.60		9,285,064
Band 15	1,076,869.513		10.57		11,382,511
Band 16	75,503.956		10.52		794,302
Band 17	1,206,204.697		10.50		12,665,149
Band 18	1,837.092		10.47		19,234
Band 19	14,851.529		10.42		154,753
Band 20	250,058.033		10.62		2,655,616
Band 21	40,946.195		10.55		431,982
Band 26	51,721.068		11.08		573,069
Band 27	12,373.878		10.93		135,246
Band 28	8,288.677		10.85		89,932
Band 29	16,937.030		10.82		183,259
Band 30	1,412.934		10.67		15,076
Band 31	283.076		10.60		3,001
Band 32	68.222		10.45		713
Band 35	132,217.663		8.72		1,152,938
Band 36	14,879.717		8.67		129,007
Band 37	3,857.072		8.63		33,287
Band 38	901,399.085		10.48		9,446,662
Band 39	331,726.031		8.61		2,856,161
Band 40	77,466.096		8.57		663,884
Band 41	14,505.926		10.68		154,923
Band 42	4,296.545		10.57		45,414
Band 43	30,916.118		10.50		324,619
Band 46	942,274.315		10.45		9,846,767
Band 47	90,578.774		10.37		939,302
Band 50	2,208.191		10.15		22,413
Band 51	4,850.427		10.01		48,553
Band 52	2,606.379		10.32		26,898
Band 53	1,592.824		10.20		16,247
Band 54	1,225.718		10.06		12,331
Band 55	23,383.635		10.27		240,150
Band 56	219,670.521		9.48		2,082,477
Band 57	26,656.259		9.33		248,703
Band 60	372.125		9.36		3,483
	14,082,438.048			$	148,714,636

154

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 2
Class
Contracts in accumulation period:
Band 6	44,167.385	$	10.77	$	475,683
Band 8	837.152		10.70		8,958
Band 10	42,189.477		10.64		448,896
Band 12	3,980.609		10.59		42,155
Band 13	1,671.129		10.57		17,664
Band 14	24,676.289		10.52		259,595
Band 15	23,266.420		10.49		244,065
Band 17	5,790.143		10.42		60,333
Band 20	43,457.666		10.54		458,044
Band 46	24,017.763		10.37		249,064
	214,054.033			$	2,264,457
ING Clarion Real Estate Portfolio - Service Class
Currently payable annuity contracts:	167.968	$	73.37	$	12,324
Contracts in accumulation period:
Band 1	3,569.950		76.69		273,779
Band 2	46,917.869		73.37		3,442,364
Band 3	296.722		67.88		20,141
Band 4	31,594.332		69.52		2,196,438
Band 5	22,953.218		68.67		1,576,197
Band 6	675,827.075		67.25		45,449,371
Band 7	492,690.160		66.42		32,724,480
Band 8	424,191.806		65.05		27,593,677
Band 9	62,969.921		64.23		4,044,558
Band 10	510,503.639		63.52		32,427,191
Band 11	268,695.990		62.82		16,879,482
Band 12	104,827.310		62.12		6,511,872
Band 13	404,020.047		61.44		24,822,992
Band 14	624,002.038		60.08		37,490,042
Band 15	276,897.533		59.41		16,450,482
Band 16	32,166.017		58.10		1,868,846
Band 17	505,125.709		57.45		29,019,472
Band 18	13,170.011		56.81		748,188
Band 19	39,730.368		55.55		2,207,022
Band 20	261,299.272		60.76		15,876,544
Band 21	30,580.134		58.75		1,796,583
Band 24	73.330		81.95		6,009
Band 25	6,547.803		75.03		491,282
Band 26	101,977.639		18.62		1,898,824
Band 27	36,227.435		18.25		661,151
Band 28	14,953.621		18.06		270,062
Band 29	26,672.424		18.00		480,104
Band 30	10,344.066		17.64		182,469
Band 31	1,208.124		17.46		21,094
Band 33	828.491		16.89		13,993
Band 38	42,615.750		10.39		442,778
Band 41	26,281.612		17.65		463,870
Band 42	10,943.422		17.41		190,525

155

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 43	53,618.292	$	17.24	$	924,379
Band 44	737.744		16.82		12,409
Band 45	5,359.336		16.41		87,947
Band 46	888,215.854		12.62		11,209,284
Band 47	108,093.372		12.50		1,351,167
Band 50	1,712.376		10.09		17,278
Band 51	334.274		9.95		3,326
Band 53	756.565		10.14		7,672
Band 55	5,344.383		10.21		54,566
Band 56	11,051.602		11.46		126,651
Band 59	224.194		11.09		2,486
Band 60	980.394		11.31		11,088
	6,187,299.192			$	322,362,459
ING Clarion Real Estate Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	217,627.467	$	22.77	$	4,955,377
Band 7	277.163		22.67		6,283
Band 10	138,890.536		22.29		3,095,870
Band 11	2,607.157		22.20		57,879
Band 12	45,021.464		22.10		994,974
Band 13	1,961.902		12.82		25,152
Band 14	29,200.253		15.76		460,196
Band 15	171,900.911		15.70		2,698,844
Band 17	61,148.125		15.54		950,242
Band 20	263,480.826		21.92		5,775,500
Band 46	160,984.610		12.51		2,013,917
	1,093,100.414			$	21,034,234
ING DFA World Equity Portfolio - Service Class
Contracts in accumulation period:
Band 2	795.849	$	9.00	$	7,163
Band 4	110,447.809		8.68		958,687
Band 5	5,089.483		8.93		45,449
Band 6	6,040,109.900		8.63		52,126,148
Band 7	552,043.281		8.62		4,758,613
Band 8	2,116,682.083		8.59		18,182,299
Band 9	71,758.952		8.58		615,692
Band 10	7,272,715.647		8.56		62,254,446
Band 11	478,367.227		8.55		4,090,040
Band 12	57,529.768		8.53		490,729
Band 13	1,762,472.977		8.52		15,016,270
Band 14	1,394,626.034		8.49		11,840,375
Band 15	1,656,261.333		8.47		14,028,533
Band 16	112,285.195		8.44		947,687
Band 17	840,719.382		8.43		7,087,264
Band 18	3,099.184		8.41		26,064
Band 19	17,256.850		8.39		144,785
Band 20	245,681.749		8.50		2,088,295

156

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING DFA World Equity Portfolio - Service Class
(continued)
Band 21	54,741.684	$	8.46	$	463,115
Band 26	23,032.334		9.02		207,752
Band 27	6,266.541		8.94		56,023
Band 28	8,885.273		8.90		79,079
Band 29	1,126.677		8.89		10,016
Band 30	700.240		8.82		6,176
Band 35	2,939.427		9.62		28,277
Band 38	294,891.432		8.75		2,580,300
Band 39	35,111.437		9.52		334,261
Band 40	3,671.599		9.49		34,843
Band 41	4,387.946		8.82		38,702
Band 42	2,652.130		8.77		23,259
Band 43	931.423		8.73		8,131
Band 45	639.008		8.61		5,502
Band 46	1,341,550.300		8.40		11,269,023
Band 47	405,717.129		8.36		3,391,795
Band 50	1,199.797		8.52		10,222
Band 51	5,301.623		8.43		44,693
Band 52	11,423.660		8.62		98,472
Band 55	10,490.213		8.59		90,111
Band 56	1,001,990.300		8.91		8,927,734
Band 57	6,851.997		8.77		60,092
	25,962,444.873			$	222,476,117
ING FMR^SMDiversified Mid Cap Portfolio - Service
Class
Currently payable annuity contracts:	201.126	$	18.16	$	3,652
Contracts in accumulation period:
Band 1	14,262.976		13.63		194,404
Band 2	118,317.535		18.16		2,148,646
Band 3	8,759.028		17.52		153,458
Band 4	203,999.306		17.70		3,610,788
Band 5	235,619.052		17.61		4,149,252
Band 6	6,967,701.583		17.43		121,447,039
Band 7	4,704,576.374		17.34		81,577,354
Band 8	4,529,412.865		17.16		77,724,725
Band 9	775,376.276		17.07		13,235,673
Band 10	6,525,328.878		16.98		110,800,084
Band 11	4,041,190.745		16.89		68,255,712
Band 12	1,252,268.764		16.81		21,050,638
Band 13	4,275,346.574		16.72		71,483,795
Band 14	6,103,629.556		16.54		100,954,033
Band 15	2,177,701.637		16.46		35,844,969
Band 16	315,947.395		16.29		5,146,783
Band 17	3,565,170.681		16.20		57,755,765
Band 18	128,035.093		16.12		2,063,926
Band 19	298,196.844		15.95		4,756,240
Band 20	2,097,968.337		16.63		34,889,213
Band 21	333,415.804		16.37		5,458,017

157

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 24	146.652	$	19.13	$	2,805
Band 25	50,514.618		18.36		927,448
Band 26	191,884.711		16.01		3,072,074
Band 27	66,029.307		15.74		1,039,301
Band 28	38,491.159		15.60		600,462
Band 29	31,543.857		15.55		490,507
Band 30	25,723.859		15.29		393,318
Band 31	3,602.704		15.15		54,581
Band 38	98,296.936		13.06		1,283,758
Band 41	43,457.606		15.29		664,467
Band 42	8,870.674		15.12		134,125
Band 43	67,612.632		14.99		1,013,513
Band 44	1,122.559		14.68		16,479
Band 45	367.246		14.55		5,343
Band 46	2,307,987.411		14.68		33,881,255
Band 47	276,647.863		14.55	$	4,025,226
Band 50	14,600.447		12.64		184,550
Band 51	1,685.198		12.46		20,998
Band 52	1,325.728		12.84		17,022
Band 53	1,458.437		12.69		18,508
Band 54	3,297.383		12.52		41,283
Band 55	7,712.602		12.78		98,567
Band 56	757,964.059		11.00		8,337,605
Band 57	9,479.906		10.82		102,573
Band 59	1,429.941		10.64		15,215
Band 60	10,827.418		10.86		117,586
	52,694,507.342			$	879,262,735
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	362,446.338	$	22.57	$	8,180,414
Band 7	5,188.584		22.47		116,587
Band 10	264,561.607		22.10		5,846,812
Band 11	5,238.646		22.00		115,250
Band 12	66,888.765		21.91		1,465,533
Band 13	350.523		14.92		5,230
Band 14	72,279.292		17.03		1,230,916
Band 15	220,270.672		16.97		3,737,993
Band 17	114,710.235		16.80		1,927,132
Band 20	529,705.959		21.73		11,510,510
Band 46	220,159.603		14.55		3,203,322
	1,861,800.224			$	37,339,699

158

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
Contracts in accumulation period:
Band 2	43,772.996	$	11.40	$	499,012
Band 3	397.908		11.21		4,461
Band 4	240,603.676		11.26		2,709,197
Band 5	42,418.481		11.24		476,784
Band 6	5,251,258.570		11.18		58,709,071
Band 7	1,463,809.461		11.16		16,336,114
Band 8	2,754,551.424		11.11		30,603,066
Band 9	621,022.731		11.08		6,880,932
Band 10	7,970,974.531		11.05		88,079,269
Band 11	1,503,413.743		11.03		16,582,654
Band 12	297,547.221		11.00		3,273,019
Band 13	2,382,799.918		10.97		26,139,315
Band 14	3,763,514.419		10.92		41,097,577
Band 15	3,315,679.945		10.90		36,140,911
Band 16	416,561.217		10.84		4,515,524
Band 17	3,310,943.521		10.82		35,824,409
Band 18	24,331.903		10.79		262,541
Band 19	88,916.235		10.74		954,960
Band 20	820,797.430		10.95		8,987,732
Band 21	424,003.500		10.87		4,608,918
Band 26	484,266.832		11.42		5,530,327
Band 27	169,322.948		11.26		1,906,576
Band 28	89,930.434		11.18		1,005,422
Band 29	79,398.293		11.16		886,085
Band 30	15,043.743		11.00		165,481
Band 31	18,796.632		10.92		205,259
Band 33	1,048.107		10.67		11,183
Band 34	100.283		10.59		1,062
Band 38	365,098.389		11.46		4,184,028
Band 41	50,824.756		11.00		559,072
Band 42	18,381.839		10.90		200,362
Band 43	163,117.347		10.82		1,764,930
Band 44	1,152.329		10.64		12,261
Band 45	23,949.877		10.56		252,911
Band 46	3,240,252.810		10.77		34,897,523
Band 47	451,080.225		10.69		4,822,048
Band 50	2,739.759		11.06		30,302
Band 51	15,582.445		10.91		170,004
Band 55	10,959.602		11.19		122,638
Band 56	907,465.088		10.40		9,437,637
Band 57	3,950.435		10.23		40,413
Band 59	6,379.211		10.06		64,175
Band 60	2,859.241		10.26		29,336
	40,859,019.455			$	448,984,501

159

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 2 Class
Contracts in accumulation period:
Band 6	205,556.309	$	11.11	$	2,283,731
Band 10	172,981.219		10.97		1,897,604
Band 12	29,798.867		10.92		325,404
Band 14	12,131.258		10.84		131,503
Band 15	69,411.706		10.82		751,035
Band 17	41,890.583		10.74		449,905
Band 20	205,534.348		10.87		2,234,158
Band 46	85,173.596		10.69		910,506
	822,477.886			$	8,983,846
ING Franklin Mutual Shares Portfolio - Service Class
Contracts in accumulation period:
Band 2	15,816.873	$	10.16	$	160,699
Band 3	848.689		10.02		8,504
Band 4	136,289.681		10.06		1,371,074
Band 5	34,441.528		10.04		345,793
Band 6	3,338,775.062		10.01		33,421,138
Band 7	544,883.060		9.99		5,443,382
Band 8	1,342,009.219		9.95		13,352,992
Band 9	340,335.873		9.93		3,379,535
Band 10	4,677,691.659		9.91		46,355,924
Band 11	560,125.860		9.89		5,539,645
Band 12	124,950.853		9.88		1,234,514
Band 13	1,182,068.970		9.86		11,655,200
Band 14	1,526,111.374		9.82		14,986,414
Band 15	1,642,757.743		9.80		16,099,026
Band 16	144,782.062		9.77		1,414,521
Band 17	1,089,781.966		9.75		10,625,374
Band 18	3,988.140		9.73		38,805
Band 19	25,007.630		9.69		242,324
Band 20	387,639.958		9.84		3,814,377
Band 21	207,361.549		9.78		2,027,996
Band 26	190,771.740		10.18		1,942,056
Band 27	59,024.425		10.06		593,786
Band 28	86,803.762		10.01		868,906
Band 29	133,111.564		9.99		1,329,785
Band 30	11,651.815		9.88		115,120
Band 31	5,200.166		9.82		51,066
Band 33	1,942.598		9.64		18,727
Band 34	28.057		9.59		269
Band 38	288,824.152		10.16		2,934,453
Band 41	28,655.998		9.88		283,121
Band 42	12,489.415		9.81		122,521
Band 43	56,161.567		9.75		547,575
Band 44	2,577.251		9.62		24,793
Band 45	1,126.341		9.57		10,779
Band 46	1,455,006.416		9.71		14,128,112

160

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
(continued)
Band 47	159,918.608	$	9.66	$	1,544,814
Band 50	3,750.028		9.86		36,975
Band 51	7,423.783		9.75		72,382
Band 52	1,080.798		9.99		10,797
Band 55	24,763.767		9.95		246,399
Band 56	466,391.400		8.89		4,146,220
Band 57	11,673.151		8.74		102,023
Band 59	1,864.217		8.60		16,032
Band 60	3,763.514		8.77		33,006
	20,339,672.282			$	200,696,954
ING Franklin Templeton Founding Strategy Portfolio -
Service Class
Contracts in accumulation period:
Band 2	271.262	$	8.68	$	2,355
Band 4	743,528.053		8.60		6,394,341
Band 5	23,606.252		8.58		202,542
Band 6	16,813,478.900		8.55		143,755,245
Band 7	1,056,405.179		8.53		9,011,136
Band 8	5,865,447.078		8.50		49,856,300
Band 9	442,091.743		8.48		3,748,938
Band 10	28,072,976.230		8.47		237,778,109
Band 11	2,395,440.193		8.45		20,241,470
Band 12	102,294.701		8.44		863,367
Band 13	3,789,489.196		8.42		31,907,499
Band 14	6,978,556.039		8.39		58,550,085
Band 15	9,675,208.200		8.37		80,981,493
Band 16	799,239.251		8.34		6,665,655
Band 17	5,129,859.613		8.33		42,731,731
Band 18	2,030.178		8.31		16,871
Band 19	27,089.903		8.28		224,304
Band 20	1,285,419.374		8.40		10,797,523
Band 21	363,028.451		8.36		3,034,918
Band 26	80,826.781		8.69		702,385
Band 27	89,609.733		8.60		770,644
Band 28	17,241.839		8.55		147,418
Band 29	34,182.579		8.53		291,577
Band 30	4,080.874		8.44		34,443
Band 31	2,517.574		8.39		21,122
Band 32	1,549.993		8.30		12,865
Band 35	41,053.056		9.68		397,394
Band 36	2,689.174		9.63		25,897
Band 38	3,997,734.727		8.68		34,700,337
Band 39	8,496.119		9.56		81,223
Band 40	53,883.643		9.52		512,972
Band 41	1,648.077		8.44		13,910
Band 43	47,838.492		8.33		398,495
Band 45	17,644.395		8.17		144,155
Band 46	7,912,666.933		8.30		65,675,136

161

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 47	664,968.955	$	8.25	$	5,485,994
Band 50	113,056.637		8.42		951,937
Band 51	33,618.856		8.33		280,045
Band 52	11,677.864		8.53		99,612
Band 53	4,219.813		8.45		35,657
Band 54	5,059.294		8.36		42,296
Band 55	297,893.431		8.50		2,532,094
Band 56	3,814,054.914		9.28		35,394,430
Band 57	158,363.531		9.13		1,445,859
Band 60	15,238.332		9.16		139,583
	100,997,275.412			$	857,101,362
ING Global Resources Portfolio - Service Class
Currently payable annuity contracts:	423.376	$	48.81	$	20,665
Contracts in accumulation period:
Band 1	7,241.045		51.01		369,366
Band 2	56,528.797		48.81		2,759,171
Band 3	862.724		45.15		38,952
Band 4	51,264.622		46.24		2,370,476
Band 5	27,748.925		45.68		1,267,571
Band 6	2,021,669.311		44.73		90,429,268
Band 7	964,541.574		44.18		42,613,447
Band 8	1,430,152.208		43.27		61,882,686
Band 9	142,138.694		42.73		6,073,586
Band 10	2,544,301.195		42.26		107,522,169
Band 11	647,095.440		41.79		27,042,118
Band 12	174,268.575		41.33		7,202,520
Band 13	1,034,065.083		40.87		42,262,240
Band 14	1,592,246.235		39.97		63,642,082
Band 15	1,208,420.229		39.52		47,756,767
Band 16	140,586.411		38.65		5,433,665
Band 17	1,711,545.097		38.22		65,415,254
Band 18	24,775.368		37.79		936,261
Band 19	53,158.058		36.95		1,964,190
Band 20	488,118.828		40.42		19,729,763
Band 21	73,440.143		39.08		2,870,041
Band 25	9,400.398		49.91		469,174
Band 26	110,861.232		20.44		2,266,004
Band 27	54,300.319		20.09		1,090,893
Band 28	40,326.447		19.91		802,900
Band 29	66,607.263		19.85		1,322,154
Band 30	8,705.155		19.51		169,838
Band 31	4,138.799		19.34		80,044
Band 34	22.940		18.64		428
Band 38	108,082.618		14.54		1,571,521
Band 41	37,132.753		19.52		724,831
Band 42	11,791.819		19.30		227,582
Band 43	65,147.439		19.13		1,246,271

162

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 44	425.416	$	18.74	$	7,972
Band 45	6,939.788		18.57		128,872
Band 46	1,661,012.155		19.95		33,137,192
Band 47	261,052.472		19.77		5,161,007
Band 50	11,435.260		14.05		160,665
Band 51	4,388.170		13.86		60,820
Band 52	7,225.846		14.28		103,185
Band 53	930.023		14.11		13,123
Band 54	8,105.234		13.92		112,825
Band 55	22,803.273		14.21		324,035
Band 56	447,189.898		9.79		4,377,989
Band 57	40,960.141		9.63		394,446
Band 59	2,852.983		9.47		27,018
Band 60	3,828.775		9.66		36,986
	17,390,258.554			$	653,620,033
ING Global Resources Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	230,814.589	$	30.92	$	7,136,787
Band 7	23.415		30.79		721
Band 10	152,337.567		30.28		4,612,782
Band 11	1,973.892		30.15		59,513
Band 12	36,492.671		30.02		1,095,510
Band 13	1,093.284		20.26		22,150
Band 14	86,179.900		20.51		1,767,550
Band 15	138,437.833		20.44		2,829,669
Band 17	67,297.546		20.22		1,360,756
Band 20	297,749.914		29.77		8,864,015
Band 46	141,004.517		19.77		2,787,659
	1,153,405.128			$	30,537,112
ING Janus Contrarian Portfolio - Service Class
Contracts in accumulation period:
Band 2	19,148.679	$	13.60	$	260,422
Band 3	1,573.937		13.11		20,634
Band 4	92,300.765		13.25		1,222,985
Band 5	172,632.166		13.18		2,275,292
Band 6	4,108,306.264		13.05		53,613,397
Band 7	2,774,152.037		12.98		36,008,493
Band 8	2,171,848.489		12.85		27,908,253
Band 9	381,179.559		12.78		4,871,475
Band 10	5,529,829.687		12.71		70,284,135
Band 11	1,730,041.579		12.65		21,885,026
Band 12	690,071.266		12.58		8,681,097
Band 13	2,814,830.122		12.52		35,241,673
Band 14	5,245,951.646		12.39		64,997,341
Band 15	2,004,086.577		12.32		24,690,347
Band 16	263,039.897		12.19		3,206,456
Band 17	2,485,157.190		12.13		30,144,957

163

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 18	103,337.928	$	12.07	$	1,247,289
Band 19	211,763.974		11.94		2,528,462
Band 20	1,170,296.015		12.45		14,570,185
Band 21	247,525.930		12.26		3,034,668
Band 25	26,213.541		13.74		360,174
Band 26	84,965.296		14.83		1,260,035
Band 27	42,212.206		14.54		613,765
Band 28	35,632.313		14.39		512,749
Band 29	40,309.324		14.34		578,036
Band 30	14,541.698		14.05		204,311
Band 31	6,727.800		13.91		93,584
Band 38	154,955.483		11.11		1,721,555
Band 41	30,694.026		14.06		431,558
Band 42	14,475.102		13.87		200,770
Band 43	71,041.517		13.73		975,400
Band 44	711.777		13.40		9,538
Band 45	4,741.837		13.08		62,023
Band 46	1,575,494.392		12.24		19,284,051
Band 47	336,784.219		12.12		4,081,825
Band 50	21,145.917		10.70		226,261
Band 51	6,047.744		10.55		63,804
Band 52	5,042.063		10.87		54,807
Band 54	1,280.558		10.60		13,574
Band 55	5,686.037		10.82		61,523
Band 56	222,687.437		7.98		1,777,046
Band 57	10,624.045		7.85		83,399
Band 60	569.568		7.87		4,483
	34,929,657.607			$	439,366,858
ING Janus Contrarian Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	167,912.864	$	20.43	$	3,430,460
Band 7	1,200.115		20.34		24,410
Band 10	168,106.320		20.00		3,362,126
Band 11	46.711		19.92		930
Band 12	60,512.226		19.83		1,199,957
Band 13	5,407.784		12.42		67,165
Band 14	61,953.201		13.65		845,661
Band 15	220,182.585		13.60		2,994,483
Band 17	86,850.250		13.46		1,169,004
Band 20	345,750.510		19.67		6,800,913
Band 46	214,038.124		12.12		2,594,142
	1,331,960.690			$	22,489,251

164

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:	137.752	$	25.82	$	3,557
Contracts in accumulation period:
Band 1	7,355.338		26.50		194,916
Band 2	129,206.334		25.82		3,336,108
Band 3	2,136.480		24.67		52,707
Band 4	135,772.343		25.00		3,394,309
Band 5	76,509.803		24.84		1,900,504
Band 6	3,721,909.970		24.52		91,261,232
Band 7	1,650,883.741		24.36		40,215,528
Band 8	2,700,953.985		24.04		64,930,934
Band 9	252,007.655		23.89		6,020,463
Band 10	4,464,014.723		23.73		105,931,069
Band 11	1,011,849.972		23.58		23,859,422
Band 12	206,305.005		23.42		4,831,663
Band 13	1,772,314.407		23.27		41,241,756
Band 14	2,540,647.490		22.97		58,358,673
Band 15	2,059,178.059		22.82		46,990,443
Band 16	224,584.789		22.52		5,057,649
Band 17	2,793,231.553		22.37		62,484,590
Band 18	40,526.139		22.23		900,896
Band 19	75,447.384		21.94		1,655,316
Band 20	755,380.920		23.12		17,464,407
Band 21	91,214.326		22.67		2,067,829
Band 25	15,140.005		26.17		396,214
Band 26	108,658.215		24.83		2,697,983
Band 27	37,192.930		24.40		907,507
Band 28	36,316.182		24.19		878,488
Band 29	65,178.296		24.12		1,572,100
Band 30	8,163.207		23.71		193,550
Band 31	9,122.720		23.50		214,384
Band 35	143,019.565		10.69		1,528,879
Band 36	29,608.511		10.63		314,738
Band 37	10,169.835		10.59		107,699
Band 38	798,685.573		17.78		14,200,629
Band 39	394,561.689		10.56		4,166,571
Band 40	72,883.006		10.51		766,000
Band 41	22,669.405		23.72		537,718
Band 42	6,948.881		23.45		162,951
Band 43	43,414.511		23.24		1,008,953
Band 44	132.410		22.76		3,014
Band 45	3,082.878		22.56		69,550
Band 46	1,528,554.342		23.74		36,287,880
Band 47	154,288.143		23.52		3,628,857
Band 50	16,768.816		17.24		289,094
Band 51	1,926.539		17.00		32,751
Band 52	654.189		17.52		11,461
Band 53	728.667		17.32		12,621

165

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 54	3,517.895	$	17.08	$	60,086
Band 55	4,205.581		17.44		73,345
Band 56	533,361.698		10.00		5,333,617
Band 57	23,343.324		9.84		229,698
Band 59	1,655.968		9.68		16,030
Band 60	1,723.544		9.87		17,011
	28,787,244.693			$	657,873,350
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	242,185.534	$	37.72	$	9,135,238
Band 7	6,583.670		37.56		247,283
Band 8	268.865		37.24		10,013
Band 10	138,142.188		36.93		5,101,591
Band 11	5,255.544		36.77		193,246
Band 12	35,735.417		36.62		1,308,631
Band 13	5,816.238		24.11		140,229
Band 14	61,995.753		25.03		1,551,754
Band 15	216,623.929		24.95		5,404,767
Band 17	41,997.154		24.69		1,036,910
Band 20	220,083.674		36.31		7,991,238
Band 46	143,263.050		23.52		3,369,547
	1,117,951.016			$	35,490,447
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
Contracts in accumulation period:
Band 2	5,191.371	$	16.49	$	85,606
Band 4	71,557.985		16.13		1,154,230
Band 5	36,668.405		16.06		588,895
Band 6	2,114,063.451		15.92		33,655,890
Band 7	1,465,970.952		15.85		23,235,640
Band 8	1,345,723.306		15.71		21,141,313
Band 9	159,110.553		15.64		2,488,489
Band 10	3,141,380.327		15.57		48,911,292
Band 11	561,305.465		15.50		8,700,235
Band 12	191,941.501		15.44		2,963,577
Band 13	1,514,461.002		15.37		23,277,266
Band 14	1,677,564.120		15.23		25,549,302
Band 15	808,464.717		15.17		12,264,410
Band 16	95,844.315		15.03		1,440,540
Band 17	1,074,194.566		14.97		16,080,693
Band 18	26,007.064		14.90		387,505
Band 19	93,706.595		14.77		1,384,046
Band 20	544,851.986		15.30		8,336,235
Band 21	116,575.634		15.10		1,760,292
Band 25	11,450.565		16.63		190,423
Band 26	108,636.409		16.56		1,799,019
Band 27	45,783.821		16.13		738,493

166

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 28	56,180.984	$	15.92	$	894,401
Band 29	28,843.512		15.85		457,170
Band 30	7,380.877		15.43		113,887
Band 31	3,713.892		15.23		56,563
Band 38	61,611.131		11.95		736,253
Band 41	16,771.086		16.48		276,387
Band 42	19,753.344		16.24		320,794
Band 43	67,936.492		16.06		1,091,060
Band 44	2,022.755		13.75		27,813
Band 45	3,825.782		13.42		51,342
Band 46	1,201,184.825		12.03		14,450,253
Band 47	138,812.400		11.92		1,654,644
Band 51	3,882.253		11.41		44,297
Band 54	666.579		11.47		7,646
Band 55	12,438.824		11.71		145,659
Band 56	82,208.459		11.84		973,348
Band 57	456.288		11.65		5,316
	16,918,143.593			$	257,440,224
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	431,524.998	$	19.00	$	8,198,975
Band 7	816.312		18.92		15,445
Band 10	303,531.078		18.60		5,645,678
Band 11	17,287.989		18.52		320,174
Band 12	98,661.252		18.44		1,819,313
Band 13	4,702.140		12.20		57,366
Band 14	82,882.253		14.17		1,174,442
Band 15	297,266.640		14.12		4,197,405
Band 17	176,201.946		13.98		2,463,303
Band 20	606,076.044		18.29		11,085,131
Band 46	299,396.291		11.91		3,565,810
	2,318,346.943			$	38,543,042
ING Large Cap Growth Portfolio - Service Class
Contracts in accumulation period:
Band 4	19,305.721	$	14.07	$	271,631
Band 5	20,552.752		14.02		288,150
Band 6	1,082,964.946		13.93		15,085,702
Band 7	595,332.358		13.88		8,263,213
Band 8	710,704.604		13.78		9,793,509
Band 9	35,638.307		13.74		489,670
Band 10	1,903,369.294		13.69		26,057,126
Band 11	354,545.685		13.64		4,836,003
Band 12	58,940.078		13.60		801,585
Band 13	591,995.350		13.55		8,021,537
Band 14	626,286.959		13.46		8,429,822
Band 15	641,794.842		13.42		8,612,887

167

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Large Cap Growth Portfolio - Service Class
(continued)
Band 16	34,762.960	$	13.32	$	463,043
Band 17	601,970.854		13.28		7,994,173
Band 18	3,475.024		13.23		45,975
Band 19	38,425.075		13.14		504,905
Band 20	305,316.787		13.51		4,124,830
Band 21	31,128.123		13.37		416,183
Band 26	87,877.670		14.35		1,261,045
Band 27	58,150.037		14.07		818,171
Band 28	14,705.597		13.92		204,702
Band 29	47,170.280		13.88		654,723
Band 30	4,369.330		13.60		59,423
Band 31	423.220		13.46		5,697
Band 35	13,526.774		15.18		205,336
Band 36	5,936.501		15.01		89,107
Band 37	1,250.241		14.88		18,604
Band 38	134,207.592		14.97		2,009,088
Band 39	10,172.320		14.80		150,550
Band 40	9,329.880		14.67		136,869
Band 41	3,548.579		13.60		48,261
Band 42	1,519.975		13.42		20,398
Band 43	20,392.545		13.29		271,017
Band 46	752,640.900		12.72		9,573,592
Band 47	90,392.090		12.61		1,139,844
Band 56	47,230.889		13.47		636,200
Band 57	6,047.083		13.31		80,487
Band 59	301.964		13.14		3,968
Band 60	2,993.756		13.34		39,937
	8,968,696.942			$	121,926,963
ING Large Cap Growth Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	13,460.597	$	13.79	$	185,622
Band 10	4,310.531		13.55		58,408
Band 15	14,867.657		13.28		197,442
Band 17	8,407.893		13.15		110,564
Band 20	9,686.838		13.37		129,513
Band 46	16,227.870		12.61		204,633
	66,961.386			$	886,182

168

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:	612.669	$	25.19	$	15,433
Contracts in accumulation period:
Band 1	4,775.796		26.33		125,747
Band 2	180,600.486		25.19		4,549,326
Band 3	883.471		23.30		20,585
Band 4	50,498.754		23.89		1,206,415
Band 5	37,468.300		23.55		882,378
Band 6	595,342.719		23.11		13,758,370
Band 7	632,793.127		22.78		14,415,027
Band 8	364,324.193		22.35		8,142,646
Band 9	85,516.846		22.03		1,883,936
Band 10	176,732.916		21.79		3,851,010
Band 11	698,357.032		21.59		15,077,528
Band 12	146,748.829		21.31		3,127,218
Band 13	530,599.131		21.07		11,179,724
Band 14	497,851.536		20.61		10,260,720
Band 16	10,272.866		19.96		205,046
Band 17	72,554.296		19.74		1,432,222
Band 18	8,961.538		19.52		174,929
Band 19	24,724.680		19.09		471,994
Band 20	121,457.585		20.88		2,536,034
Band 21	36,225.895		20.19		731,401
Band 24	166.823		28.16		4,698
Band 25	16,152.928		25.78		416,422
Band 49	35,988.148		10.56		380,035
	4,329,610.564			$	94,848,844
ING Liquid Assets Portfolio - Service Class
Currently payable annuity contracts:	514.896	$	18.22	$	9,381
Contracts in accumulation period:
Band 1	16,821.588		19.04		320,283
Band 2	212,156.767		18.22		3,865,496
Band 3	17,556.498		16.86		296,003
Band 4	654,563.060		17.26		11,297,758
Band 5	130,667.431		17.00		2,221,346
Band 6	7,999,039.486		16.70		133,583,959
Band 7	4,765,149.456		16.44		78,339,057
Band 8	5,366,980.071		16.16		86,730,398
Band 9	997,898.045		15.90		15,866,579
Band 10	9,115,634.527		15.73		143,388,931
Band 11	4,773,218.683		15.60		74,462,211
Band 12	840,172.172		15.38		12,921,848
Band 13	6,397,629.809		15.21		97,307,949
Band 14	6,728,952.861		14.87		100,059,529
Band 15	3,726,690.738		14.76		55,005,955
Band 16	650,636.868		14.43		9,388,690
Band 17	4,696,419.940		14.27		67,017,913
Band 18	45,630.245		14.11		643,843
Band 19	178,792.907		13.80		2,467,342

169

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 20	1,453,003.983	$	15.09	$	21,925,830
Band 21	344,905.504		14.59		5,032,171
Band 23	2,321.196		9.90		22,980
Band 25	29,210.330		18.63		544,188
Band 26	1,126,650.788		18.42		20,752,908
Band 27	631,704.442		17.24		10,890,585
Band 28	396,041.133		16.67		6,602,006
Band 29	592,092.383		16.49		9,763,603
Band 30	118,441.059		15.42		1,826,361
Band 31	77,354.397		14.91		1,153,354
Band 35	94,944.667		19.26		1,828,634
Band 36	11,204.195		18.43		206,493
Band 37	2,205.623		17.83		39,326
Band 38	1,249,424.619		10.90		13,618,728
Band 39	133,842.393		10.74		1,437,467
Band 40	132,537.054		10.62		1,407,544
Band 41	225,435.670		10.32		2,326,496
Band 42	37,457.897		10.16		380,572
Band 43	298,759.264		10.05		3,002,531
Band 44	164.466		9.90		1,628
Band 45	1,357.173		9.80		13,300
Band 46	3,526,389.385		10.15		35,792,852
Band 47	672,652.325		10.06		6,766,882
Band 49	842,418.402		10.27		8,651,637
Band 51	54,378.560		10.06		547,048
Band 52	49,255.953		10.36		510,292
Band 55	21,410.954		10.31		220,747
Band 56	1,147,449.411		9.92		11,382,698
Band 57	153,052.592		9.76		1,493,793
Band 59	10,193.055		9.60		97,853
Band 60	22,179.608		9.79		217,138
Band 64	11,228.858		9.64		108,246
	70,784,793.387			$	1,063,760,362
ING Liquid Assets Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	481,104.506	$	10.43	$	5,017,920
Band 7	5,143.827		10.39		53,444
Band 8	611.264		10.30		6,296
Band 10	324,874.401		10.21		3,316,968
Band 11	13,327.400		10.17		135,540
Band 12	122,731.991		10.13		1,243,275
Band 13	6,466.057		10.34		66,859
Band 14	26,525.009		10.19		270,290
Band 15	291,434.893		10.15		2,958,064
Band 17	93,494.018		10.05		939,615
Band 20	718,964.935		10.04		7,218,408
Band 46	178,720.995		10.09		1,803,295
	2,263,399.296			$	23,029,974

170

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Lord Abbett Growth and Income Portfolio -
Service Class
Contracts in accumulation period:
Band 2	2,932.985	$	12.39	$	36,340
Band 3	775.600		11.92		9,245
Band 4	32,778.040		12.06		395,303
Band 5	50,113.076		11.99		600,856
Band 6	454,345.604		11.86		5,388,539
Band 7	618,953.888		11.79		7,297,466
Band 8	202,311.440		11.66		2,358,951
Band 9	119,325.397		11.60		1,384,175
Band 10	550,615.354		11.54		6,354,101
Band 11	409,925.276		11.47		4,701,843
Band 12	174,240.088		11.41		1,988,079
Band 13	401,090.767		11.35		4,552,380
Band 14	930,381.572		11.22		10,438,881
Band 15	86,647.811		11.16		966,990
Band 16	14,581.769		11.03		160,837
Band 17	260,094.813		10.97		2,853,240
Band 18	17,528.718		10.91		191,238
Band 19	77,216.224		10.79		833,163
Band 20	222,062.446		11.28		2,504,864
Band 21	138,859.968		11.10		1,541,346
Band 25	8,148.229		12.53		102,097
Band 26	25,124.649		13.04		327,625
Band 27	11,860.918		12.75		151,227
Band 28	4,640.754		12.61		58,520
Band 29	7,194.402		12.56		90,362
Band 30	222.665		12.29		2,737
Band 31	12,643.849		12.15		153,623
Band 38	993.529		9.96		9,896
Band 41	1,808.055		12.29		22,221
Band 42	2,931.630		12.11		35,502
Band 43	6,680.380		11.98		80,031
Band 44	175.762		10.56		1,856
Band 46	67,837.794		10.07		683,127
Band 47	15,842.501		9.98		158,108
Band 55	1,947.765		9.75		18,991
	4,932,833.718			$	56,453,760
ING Lord Abbett Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	26,229.579	$	14.18	$	371,935
Band 7	589.241		14.12		8,320
Band 10	35,189.067		13.88		488,424
Band 12	3,357.959		13.77		46,239
Band 14	9,760.156		10.56		103,067
Band 15	12,055.683		10.52		126,826
Band 17	4,747.099		10.41		49,417
Band 20	46,724.853		13.65		637,794
Band 46	30,112.304		9.99		300,822
	168,765.941			$	2,132,844

171

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
Contracts in accumulation period:
Band 1	3,560.953	$	18.46	$	65,735
Band 2	108,396.452		17.92		1,942,464
Band 3	3,256.879		17.00		55,367
Band 4	128,844.432		17.26		2,223,855
Band 5	108,025.286		17.14		1,851,553
Band 6	4,057,532.475		16.88		68,491,148
Band 7	2,766,340.002		16.76		46,363,858
Band 8	2,779,073.144		16.51		45,882,498
Band 9	718,203.335		16.38		11,764,171
Band 10	3,883,826.039		16.26		63,151,011
Band 11	3,665,042.463		16.14		59,153,785
Band 12	625,390.231		16.02		10,018,752
Band 13	2,727,839.823		15.90		43,372,653
Band 14	3,358,031.958		15.66		52,586,780
Band 15	1,097,675.341		15.55		17,068,852
Band 16	139,974.828		15.31		2,143,015
Band 17	1,630,062.728		15.20		24,776,953
Band 18	38,090.418		15.08		574,404
Band 19	154,463.773		14.86		2,295,332
Band 20	1,023,357.715		15.78		16,148,585
Band 21	198,949.587		15.43		3,069,792
Band 25	42,062.681		18.19		765,120
Band 26	138,655.542		12.78		1,772,018
Band 27	14,592.656		12.53		182,846
Band 28	7,976.589		12.40		98,910
Band 29	47,989.625		12.36		593,152
Band 30	9,251.990		12.11		112,042
Band 31	5,310.461		11.99		63,672
Band 38	97,806.977		10.99		1,074,899
Band 41	8,702.044		12.12		105,469
Band 42	2,316.329		11.95		27,680
Band 43	54,816.004		11.83		648,473
Band 44	178.961		11.55		2,067
Band 45	6,481.429		11.33		73,435
Band 46	1,866,595.634		10.67		19,916,575
Band 47	203,278.904		10.57		2,148,658
Band 50	606.708		10.66		6,468
Band 52	399.980		10.84		4,336
Band 53	1,010.465		10.71		10,822
Band 56	246,527.447		9.42		2,322,289
Band 57	15,131.775		9.26		140,120
	31,985,630.063			$	503,069,614

172

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 2 Class
Contracts in accumulation period:
Band 6	254,031.110	$	15.52	$	3,942,563
Band 7	4,224.933		15.45		65,275
Band 10	181,526.844		15.20		2,759,208
Band 11	3,641.692		15.13		55,099
Band 12	90,968.515		15.07		1,370,896
Band 13	4,974.373		10.83		53,872
Band 14	52,496.695		11.69		613,686
Band 15	164,801.168		11.65		1,919,934
Band 17	43,609.866		11.53		502,822
Band 20	382,415.459		14.94		5,713,287
Band 46	167,911.355		10.57		1,774,823
	1,350,602.010			$	18,771,465
ING Marsico International Opportunities Portfolio -
Service Class
Contracts in accumulation period:
Band 2	10,290.665	$	14.00	$	144,069
Band 4	70,470.853		13.80		972,498
Band 5	56,889.406		13.76		782,798
Band 6	1,599,391.601		13.68		21,879,677
Band 7	908,034.449		13.64		12,385,590
Band 8	806,374.731		13.56		10,934,441
Band 9	123,172.564		13.52		1,665,293
Band 10	2,050,958.931		13.48		27,646,926
Band 11	456,831.203		13.44		6,139,811
Band 12	171,109.400		13.41		2,294,577
Band 13	901,391.742		13.37		12,051,608
Band 14	1,398,501.169		13.29		18,586,081
Band 15	749,134.970		13.25		9,926,038
Band 16	98,778.197		13.18		1,301,897
Band 17	1,072,129.694		13.14		14,087,784
Band 18	10,413.280		13.10		136,414
Band 19	42,113.433		13.02		548,317
Band 20	468,826.847		13.33		6,249,462
Band 21	148,705.929		13.21		1,964,405
Band 25	24,694.164		14.08		347,694
Band 26	88,303.969		14.04		1,239,788
Band 27	14,359.975		13.80		198,168
Band 28	18,057.464		13.68		247,026
Band 29	11,019.862		13.64		150,311
Band 30	2,014.518		13.40		26,995
Band 31	4,915.148		13.29		65,322
Band 35	6,839.363		8.30		56,767
Band 38	154,658.349		11.12		1,719,801
Band 39	51,751.627		8.20		424,363
Band 40	2,874.073		8.17		23,481
Band 41	5,955.274		13.41		79,860
Band 42	4,115.929		13.26		54,577

173

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 (continued)
Band 43	15,498.585	$	13.14	$	203,651
Band 45	2,594.045		12.76		33,100
Band 46	666,726.054		13.06		8,707,442
Band 47	87,474.264		12.95		1,132,792
Band 50	14,220.988		10.73		152,591
Band 51	4,985.442		10.58		52,746
Band 52	1,108.061		10.90		12,078
Band 55	289.721		10.85		3,143
Band 56	173,358.068		8.09		1,402,467
Band 57	5,147.025		7.96		40,970
Band 59	623.166		7.83		4,879
	12,505,104.198			$	166,077,698
ING MFS Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 1	4,477.411	$	29.62	$	132,621
Band 2	50,535.202		28.67		1,448,844
Band 3	1,780.840		27.07		48,207
Band 4	189,085.684		27.52		5,203,638
Band 5	119,446.213		27.30		3,260,882
Band 6	3,828,532.430		26.86		102,834,381
Band 7	2,522,510.683		26.63		67,174,459
Band 8	2,350,086.739		26.20		61,572,273
Band 9	455,008.900		25.98		11,821,131
Band 10	2,972,958.854		25.77		76,613,150
Band 11	3,277,241.708		25.56		83,766,298
Band 12	849,457.681		25.35		21,533,752
Band 13	2,382,861.195		25.14		59,905,130
Band 14	3,318,271.162		24.73		82,060,846
Band 15	1,051,674.822		24.52		25,787,067
Band 16	146,822.047		24.12		3,541,348
Band 17	1,595,426.035		23.92		38,162,591
Band 18	70,574.196		23.73		1,674,726
Band 19	168,696.238		23.33		3,935,683
Band 20	1,031,229.460		24.93		25,708,550
Band 21	290,243.944		24.32		7,058,733
Band 22	10.031		27.52		276
Band 23	4,356.433		26.86		117,014
Band 24	243.766		31.11		7,584
Band 25	15,946.283		29.15		464,834
Band 26	276,558.712		28.90		7,992,547
Band 27	171,902.533		27.52		4,730,758
Band 28	68,241.004		26.84		1,831,589
Band 29	80,144.294		26.62		2,133,441
Band 30	26,022.082		25.34		659,400
Band 31	27,916.037		24.72		690,084
Band 33	471.715		22.80		10,755
Band 34	488.815		22.24		10,871

174

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 35	42,561.751	$	29.87	$	1,271,320
Band 36	5,426.695		28.91		156,886
Band 37	16,335.775		28.21		460,832
Band 38	269,977.158		13.63		3,679,789
Band 39	40,519.760		13.42		543,775
Band 40	10,069.133		13.27		133,617
Band 41	49,654.531		12.63		627,137
Band 42	80,745.567		12.44		1,004,475
Band 43	195,231.580		12.30		2,401,348
Band 44	9,195.372		11.25		103,448
Band 45	12,019.156		11.06		132,932
Band 46	1,817,234.777		10.65		19,353,550
Band 47	370,558.397		10.55		3,909,391
Band 49	90,896.272		9.66		878,058
Band 50	4,577.524		10.76		49,254
Band 51	2,658.290		10.62		28,231
Band 55	1,267.792		10.89		13,806
Band 56	594,846.042		9.96		5,924,667
Band 57	39,762.523		9.80		389,673
Band 58	3,776.577		9.73		36,746
	31,006,537.821			$	742,992,398
ING MFS Total Return Portfolio - Service 2 Class
Contracts in accumulation period:
Band 6	349,177.288	$	13.84	$	4,832,614
Band 7	13,887.247		13.78		191,366
Band 8	3,728.090		13.67		50,963
Band 10	367,545.138		13.55		4,980,237
Band 11	23,191.329		13.49		312,851
Band 12	190,498.229		13.44		2,560,296
Band 13	15,810.972		10.82		171,075
Band 14	83,080.312		11.40		947,116
Band 15	380,688.795		11.36		4,324,625
Band 17	182,212.319		11.24		2,048,066
Band 20	794,209.848		13.32		10,578,875
Band 46	333,088.169		10.56		3,517,411
	2,737,117.736			$	34,515,495
ING MFS Utilities Portfolio - Service Class
Contracts in accumulation period:
Band 2	5,567.362	$	17.03	$	94,812
Band 4	116,563.080		16.79		1,957,094
Band 5	19,008.543		16.74		318,203
Band 6	3,829,026.556		16.64		63,715,002
Band 7	1,393,872.327		16.60		23,138,281
Band 8	2,876,421.879		16.50		47,460,961
Band 9	240,709.354		16.45		3,959,669
Band 10	3,676,975.587		16.41		60,339,169
Band 11	998,209.221		16.36		16,330,703

175

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 12	222,449.945	$	16.31	$	3,628,159
Band 13	1,559,565.923		16.26		25,358,542
Band 14	2,389,106.571		16.17		38,631,853
Band 15	2,258,340.365		16.12		36,404,447
Band 16	239,395.533		16.03		3,837,510
Band 17	2,858,693.620		15.98		45,681,924
Band 18	54,416.040		15.94		867,392
Band 19	95,329.708		15.85		1,510,976
Band 20	754,148.211		16.22		12,232,284
Band 21	119,964.902		16.08		1,929,036
Band 25	3,997.465		17.13		68,477
Band 26	189,668.282		17.08		3,239,534
Band 27	56,341.523		16.79		945,974
Band 28	28,124.097		16.64		467,985
Band 29	78,610.832		16.59		1,304,154
Band 30	13,381.199		16.31		218,247
Band 31	6,344.770		16.17		102,595
Band 35	42,571.156		9.80		417,197
Band 36	12,297.266		9.75		119,898
Band 38	387,029.358		14.21		5,499,687
Band 39	169,672.098		9.68		1,642,426
Band 40	15,946.222		9.64		153,722
Band 41	45,384.170		16.32		740,670
Band 42	18,298.493		16.13		295,155
Band 43	82,137.565		15.99		1,313,380
Band 44	2,590.268		15.66		40,564
Band 45	3,263.545		15.53		50,683
Band 46	1,360,126.295		15.89		21,612,407
Band 47	154,715.709		15.75		2,436,772
Band 50	5,644.997		13.80		77,901
Band 51	5,315.818		13.61		72,348
Band 52	644.522		14.02		9,036
Band 54	1,541.262		13.67		21,069
Band 55	11,046.143		13.96		154,204
Band 56	346,911.537		9.24		3,205,463
Band 57	4,656.026		9.09		42,323
Band 59	432.596		8.94		3,867
Band 60	380.160		9.11		3,463
	26,754,838.101			$	431,655,218




176

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Morgan Stanley Global Franchise Portfolio -
Service Class
Contracts in accumulation period:
Band 2	7,184.415	$	18.09	$	129,966
Band 3	609.688		17.54		10,694
Band 4	50,785.598		17.70		898,905
Band 5	32,028.348		17.62		564,339
Band 6	2,982,767.487		17.47		52,108,948
Band 7	1,120,562.990		17.39		19,486,590
Band 8	1,415,807.744		17.24		24,408,526
Band 9	116,230.290		17.16		1,994,512
Band 10	3,604,727.136		17.09		61,604,787
Band 11	563,862.802		17.01		9,591,306
Band 12	202,527.449		16.94		3,430,815
Band 13	1,201,405.094		16.86		20,255,690
Band 14	1,950,346.697		16.71		32,590,293
Band 15	1,201,061.675		16.64		19,985,666
Band 16	108,264.545		16.49		1,785,282
Band 17	1,607,853.241		16.42		26,400,950
Band 18	10,126.149		16.35		165,563
Band 19	106,352.767		16.20		1,722,915
Band 20	604,358.027		16.79		10,147,171
Band 21	118,562.160		16.57		1,964,575
Band 25	4,787.881		18.25		87,379
Band 26	126,725.273		14.22		1,802,033
Band 27	34,503.749		13.97		482,017
Band 28	14,365.405		13.85		198,961
Band 29	78,610.206		13.81		1,085,607
Band 30	14,125.500		13.57		191,683
Band 31	1,478.549		13.46		19,901
Band 38	86,204.695		12.69		1,093,938
Band 41	20,269.454		13.58		275,259
Band 42	733.688		13.42		9,846
Band 43	48,374.128		13.31		643,860
Band 45	1,855.114		12.92		23,968
Band 46	1,698,916.409		13.89		23,597,949
Band 47	149,109.251		13.76		2,051,743
Band 51	37,315.701		12.08		450,774
Band 52	425.057		12.45		5,292
Band 53	782.548		12.31		9,633
Band 55	8,609.360		12.39		106,670
Band 56	449,043.384		10.31		4,629,637
Band 57	6,282.660		10.15		63,769
Band 59	9,422.890		9.98		94,040
Band 60	1,530.585		10.18		15,581
	19,798,895.789			$	326,187,033

177

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Morgan Stanley Global Franchise Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	649,300.889	$	18.57	$	12,057,518
Band 7	3,791.518		18.49		70,105
Band 8	441.638		18.33		8,095
Band 10	504,146.180		18.18		9,165,378
Band 11	10,616.141		18.10		192,152
Band 12	189,818.041		18.03		3,422,419
Band 13	8,795.193		14.11		124,100
Band 14	103,690.311		14.97		1,552,244
Band 15	660,391.360		14.92		9,853,039
Band 17	225,415.827		14.77		3,329,392
Band 20	938,168.680		17.88		16,774,456
Band 46	452,264.887		13.76		6,223,165
	3,746,840.665			$	62,772,063
ING Morgan Stanley Global Tactical Asset Allocation
Portfolio - Service Class
Contracts in accumulation period:
Band 4	13,945.805	$	10.43	$	145,455
Band 5	969.867		12.90		12,511
Band 6	824,040.158		10.40		8,570,018
Band 7	539,632.334		10.38		5,601,384
Band 8	753,278.835		10.36		7,803,969
Band 9	4,951.214		10.35		51,245
Band 10	1,937,172.185		10.33		20,010,989
Band 11	137,303.832		10.32		1,416,976
Band 12	17,685.012		10.31		182,332
Band 13	431,814.139		10.30		4,447,686
Band 14	450,710.905		10.27		4,628,801
Band 15	385,641.834		10.26		3,956,685
Band 16	68,497.943		10.24		701,419
Band 17	296,474.845		10.23		3,032,938
Band 18	299.294		10.21		3,056
Band 19	6,208.026		10.19		63,260
Band 20	82,975.079		10.29		853,814
Band 21	20,871.689		10.25		213,935
Band 26	4,530.190		12.98		58,802
Band 27	1,504.332		12.91		19,421
Band 28	400.456		12.88		5,158
Band 29	310.641		12.87		3,998
Band 30	1,015.799		12.80		13,002
Band 31	9,261.531		12.77		118,270
Band 38	2,378.819		10.49		24,954
Band 43	5,399.954		12.72		68,687
Band 46	371,320.694		10.20		3,787,471
Band 47	37,807.717		10.16		384,126
Band 56	89,085.961		10.46		931,839
	6,495,489.090			$	67,112,201

178

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
Contracts in accumulation period:
Band 4	4,822.344	$	12.01	$	57,916
Band 5	6,521.724		14.57		95,022
Band 6	980,144.571		11.97		11,732,331
Band 7	407,188.834		11.96		4,869,978
Band 8	417,022.820		11.93		4,975,082
Band 9	11,620.763		11.92		138,519
Band 10	1,643,930.268		11.90		19,562,770
Band 11	329,082.410		11.89		3,912,790
Band 12	5,691.961		11.87		67,564
Band 13	354,568.255		11.86		4,205,180
Band 14	195,410.871		11.83		2,311,711
Band 15	200,920.157		11.82		2,374,876
Band 16	11,088.200		11.79		130,730
Band 17	150,563.280		11.78		1,773,635
Band 19	6,186.997		11.73		72,573
Band 20	121,032.783		11.85		1,434,238
Band 21	7,794.140		11.80		91,971
Band 26	555.838		14.66		8,149
Band 28	112.462		14.54		1,635
Band 29	154.637		14.53		2,247
Band 30	957.736		14.45		13,839
Band 31	1,053.465		14.41		15,180
Band 41	1,844.312		14.45		26,650
Band 43	3,883.601		14.37		55,807
Band 46	127,251.222		11.75		1,495,202
Band 47	11,392.762		11.71		133,409
Band 56	36,274.703		12.04		436,747
Band 57	2,744.885		11.89		32,637
	5,039,816.001			$	60,028,388
ING PIMCO High Yield Portfolio - Service Class
Contracts in accumulation period:
Band 2	15,914.472	$	15.79	$	251,290
Band 4	181,198.343		15.53		2,814,010
Band 5	156,659.203		15.48		2,425,084
Band 6	3,921,489.980		15.37		60,273,301
Band 7	2,933,389.326		15.32		44,939,524
Band 8	2,059,551.479		15.22		31,346,374
Band 9	439,022.777		15.17		6,659,976
Band 10	3,779,254.634		15.11		57,104,538
Band 11	2,466,408.527		15.06		37,144,112
Band 12	863,810.396		15.01		12,965,794
Band 13	2,614,587.134		14.96		39,114,224
Band 14	5,158,322.941		14.86		76,652,679
Band 15	1,761,364.741		14.81		26,085,812
Band 16	240,004.324		14.71		3,530,464
Band 17	2,288,869.764		14.66		33,554,831

179

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 18	62,366.077	$	14.61	$	911,168
Band 19	365,700.164		14.51		5,306,309
Band 20	1,629,415.523		14.91		24,294,585
Band 21	309,504.662		14.76		4,568,289
Band 24	223.555		16.33		3,651
Band 25	27,653.274		15.90		439,687
Band 26	376,569.921		15.84		5,964,868
Band 27	131,691.666		15.53		2,045,172
Band 28	123,808.401		15.37		1,902,935
Band 29	160,264.094		15.32		2,455,246
Band 30	28,752.935		15.01		431,582
Band 31	32,939.167		14.86		489,476
Band 33	653.914		14.37		9,397
Band 35	90,230.863		15.06		1,358,877
Band 36	29,261.160		14.89		435,699
Band 37	13,828.646		14.76		204,111
Band 38	320,099.357		14.85		4,753,475
Band 39	53,375.563		14.68		783,553
Band 40	34,858.446		14.55		507,190
Band 41	51,150.567		15.02		768,282
Band 42	46,122.381		14.82		683,534
Band 43	123,310.387		14.67		1,808,963
Band 44	4,161.115		14.31		59,546
Band 45	4,373.484		14.17		61,972
Band 46	1,332,341.182		13.55		18,053,223
Band 47	394,261.421		13.43		5,294,931
Band 51	467.999		13.33		6,238
Band 55	21,276.462		13.67		290,849
Band 56	83,313.948		12.83		1,068,918
Band 57	16,685.613		12.62		210,572
Band 59	268.355		12.41		3,330
Band 60	1,430.584		12.66		18,111
	34,750,208.927			$	520,055,752
ING PIMCO Total Return Bond Portfolio - Service
Class
Contracts in accumulation period:
Band 1	2,381.413	$	20.58	$	49,009
Band 2	76,740.673		19.92		1,528,674
Band 3	2,660.188		18.81		50,038
Band 4	664,080.754		19.12		12,697,224
Band 5	237,000.838		18.97		4,495,906
Band 6	22,821,794.050		18.66		425,854,677
Band 7	7,771,155.588		18.50		143,766,378
Band 8	11,610,810.910		18.20		211,316,759
Band 9	1,487,389.084		18.05		26,847,373
Band 10	37,652,998.630		17.90		673,988,675
Band 11	7,179,747.346		17.76		127,512,313
Band 12	1,722,138.920		17.61		30,326,866

180

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 13	11,919,257.990	$	17.47	$	208,229,437
Band 14	13,772,676.570		17.18		236,614,583
Band 15	12,404,650.020		17.04		211,375,236
Band 16	1,244,773.461		16.76		20,862,403
Band 17	11,243,929.550		16.62		186,874,109
Band 18	196,168.154		16.48		3,232,851
Band 19	775,116.990		16.21		12,564,646
Band 20	3,860,381.468		17.32		66,861,807
Band 21	932,019.784		16.90		15,751,134
Band 25	57,717.743		20.25		1,168,784
Band 26	1,704,866.692		20.08		34,233,723
Band 27	526,292.354		19.12		10,062,710
Band 28	205,246.376		18.65		3,827,845
Band 29	541,337.380		18.50		10,014,742
Band 30	200,091.647		17.60		3,521,613
Band 31	62,865.201		17.17		1,079,396
Band 33	586.580		15.84		9,291
Band 34	54.529		15.45		842
Band 35	86,796.160		20.76		1,801,888
Band 36	25,844.990		20.09		519,226
Band 37	4,531.014		19.60		88,808
Band 38	1,843,478.810		15.03		27,707,487
Band 39	115,935.185		14.80		1,715,841
Band 40	51,718.527		14.64		757,159
Band 41	162,260.633		14.24		2,310,591
Band 42	218,755.592		14.03		3,069,141
Band 43	792,837.459		13.87		10,996,656
Band 44	6,144.853		13.29		81,665
Band 45	15,673.412		13.12		205,635
Band 46	12,487,873.630		13.10		163,591,145
Band 47	2,466,193.042		12.97		31,986,524
Band 50	27,496.304		13.62		374,500
Band 51	12,214.226		13.43		164,037
Band 52	6,031.389		13.84		83,474
Band 53	1,333.349		13.68		18,240
Band 55	123,790.970		13.78		1,705,840
Band 56	4,858,744.221		12.24		59,471,029
Band 57	282,009.809		12.04		3,395,398
Band 58	3,051.629		11.95		36,467
Band 59	17,299.389		11.84		204,825
Band 60	28,551.528		12.07		344,617
Band 64	14,491.955		11.75		170,280
	174,529,988.959			$	2,995,519,517




181

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 2
Class
Contracts in accumulation period:
Band 6	1,037,109.652	$	14.89	$	15,442,563
Band 7	53,803.339		14.83		797,904
Band 8	1,748.176		14.70		25,698
Band 10	860,650.604		14.58		12,548,286
Band 11	21,803.437		14.52		316,586
Band 12	333,164.564		14.45		4,814,228
Band 13	5,112.878		13.30		68,001
Band 14	187,660.777		13.29		2,494,012
Band 15	433,072.426		13.24		5,733,879
Band 17	231,200.934		13.10		3,028,732
Band 20	1,462,925.140		14.33		20,963,717
Band 46	541,846.008		12.97		7,027,743
	5,170,097.935			$	73,261,349
ING Pioneer Fund Portfolio - Service Class
Contracts in accumulation period:
Band 2	656.759	$	12.06	$	7,921
Band 3	782.164		11.82		9,245
Band 4	39,555.593		11.89		470,316
Band 5	40,016.451		11.85		474,195
Band 6	862,454.573		11.79		10,168,339
Band 7	372,241.485		11.75		4,373,837
Band 8	188,807.521		11.69		2,207,160
Band 9	16,846.751		11.65		196,265
Band 10	609,977.194		11.62		7,087,935
Band 11	236,899.944		11.58		2,743,301
Band 12	124,360.402		11.55		1,436,363
Band 13	262,745.498		11.52		3,026,828
Band 14	685,875.169		11.45		7,853,271
Band 15	214,959.168		11.42		2,454,834
Band 16	19,064.161		11.35		216,378
Band 17	375,680.169		11.32		4,252,700
Band 18	9,466.684		11.29		106,879
Band 19	39,289.819		11.22		440,832
Band 20	230,935.192		11.48		2,651,136
Band 21	43,260.497		11.39		492,737
Band 25	4,225.145		12.13		51,251
Band 26	33,526.191		12.09		405,332
Band 27	40,028.075		11.89		475,934
Band 28	15,770.855		11.79		185,938
Band 29	6,765.201		11.75		79,491
Band 30	405.763		11.55		4,687
Band 31	2,363.689		11.45		27,064
Band 35	21,714.327		12.23		265,566
Band 36	2,367.036		12.09		28,617
Band 38	149,174.836		12.06		1,799,049
Band 39	19,153.532		11.92		228,310

182

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 (continued)
Band 40	31,485.570	$	11.82	$	372,159
Band 41	7,535.034		11.56		87,105
Band 42	10,740.758		11.42		122,659
Band 43	19,025.979		11.32		215,374
Band 45	769.570		11.00		8,465
Band 46	181,831.667		11.25		2,045,606
Band 47	40,824.387		11.16		455,600
Band 50	520.550		10.30		5,362
Band 55	2,925.656		10.42		30,485
Band 56	39,739.022		9.61		381,892
	5,004,768.037			$	57,946,418
ING Pioneer Mid Cap Value Portfolio - Service Class
Currently payable annuity contracts:	2,361.399	$	12.16	$	28,715
Contracts in accumulation period:
Band 1	5,544.795		11.29		62,601
Band 2	569,106.804		12.16		6,920,339
Band 3	13,231.362		11.92		157,718
Band 4	177,138.901		11.99		2,123,895
Band 5	181,869.011		11.95		2,173,335
Band 6	6,475,612.100		11.88		76,930,272
Band 7	4,018,329.527		11.85		47,617,205
Band 8	3,335,675.630		11.78		39,294,259
Band 9	515,691.169		11.75		6,059,371
Band 10	5,811,507.465		11.71		68,052,752
Band 11	3,550,622.342		11.68		41,471,269
Band 12	924,260.283		11.65		10,767,632
Band 13	3,113,937.663		11.61		36,152,816
Band 14	6,289,618.492		11.55		72,645,094
Band 15	2,251,505.034		11.51		25,914,823
Band 16	181,982.301		11.45		2,083,697
Band 17	3,494,720.472		11.41		39,874,761
Band 18	71,447.465		11.38		813,072
Band 19	263,217.499		11.31		2,976,990
Band 20	3,178,945.731		11.58		36,812,192
Band 21	402,673.418		11.48		4,622,691
Band 25	31,244.159		12.23		382,116
Band 26	160,008.141		12.19		1,950,499
Band 27	46,552.852		11.99		558,169
Band 28	85,240.620		11.88		1,012,659
Band 29	75,688.907		11.85		896,914
Band 30	6,206.256		11.64		72,241
Band 31	570.576		11.54		6,584
Band 35	73,596.054		12.33		907,439
Band 36	18,580.979		12.19		226,502
Band 37	9,511.322		12.09		114,992
Band 38	816,381.618		12.16		9,927,200
Band 39	260,134.092		12.02		3,126,812
Band 40	40,446.346		11.92		482,120
Band 41	26,870.555		11.65		313,042

183

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 42	43,818.858	$	11.52	$	504,793
Band 43	86,053.032		11.42		982,726
Band 44	5,083.920		11.18		56,838
Band 45	4,225.541		11.09		46,861
Band 46	2,065,912.944		11.35		23,448,112
Band 47	229,559.758		11.25		2,582,547
Band 50	10,149.764		10.93		110,937
Band 51	3,000.709		10.78		32,348
Band 52	314.335		11.11		3,492
Band 54	1,195.276		10.83		12,945
Band 55	3,267.716		11.06		36,141
Band 56	117,220.992		10.03		1,175,727
Band 57	1,730.707		9.86		17,065
	49,051,564.892			$	572,543,320
ING Retirement Conservative Portfolio - Adviser Class
Contracts in accumulation period:
Band 4	313,416.114	$	8.86	$	2,776,867
Band 5	35,492.313		8.85		314,107
Band 6	6,256,898.666		8.84		55,310,984
Band 7	2,284,320.781		8.84		20,193,396
Band 8	3,445,031.630		8.83		30,419,629
Band 9	885,374.874		8.82		7,809,006
Band 10	11,268,716.600		8.82		99,390,080
Band 11	2,697,247.610		8.81		23,762,751
Band 12	367,431.448		8.81		3,237,071
Band 13	2,875,864.442		8.80		25,307,607
Band 14	4,040,196.353		8.79		35,513,326
Band 15	4,845,564.655		8.78		42,544,058
Band 16	444,073.884		8.77		3,894,528
Band 17	3,875,738.344		8.77		33,990,225
Band 18	66,205.684		8.76		579,962
Band 19	64,845.833		8.75		567,401
Band 20	1,266,983.895		8.80		11,149,458
Band 21	345,650.411		8.78		3,034,811
Band 26	168,327.983		8.89		1,496,436
Band 27	35,681.403		8.86		316,137
Band 28	29,282.350		8.84		258,856
Band 29	78,570.872		8.84		694,567
Band 31	8,138.388		8.79		71,536
Band 38	386,086.476		8.89		3,432,309
Band 41	46,250.255		8.81		407,465
Band 42	663.556		8.78		5,826
Band 43	233,461.830		8.77		2,047,460
Band 46	4,168,615.237		8.76		36,517,069
Band 47	535,970.458		8.74		4,684,382
Band 51	3,891.778		8.77		34,131
Band 55	7,419.268		8.83		65,512
Band 56	2,189,015.131		8.87		19,416,564
Band 57	182,305.292		8.81		1,606,110
	53,452,733.814			$	470,849,627

184

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	19,678.736	$	10.36	$	203,872
Band 4	2,198,626.408		10.33		22,711,811
Band 5	90,926.418		10.33		939,270
Band 6	74,275,484.410		10.31		765,780,244
Band 7	11,613,549.670		10.31		119,735,697
Band 8	40,492,714.860		10.30		417,074,963
Band 9	4,415,857.728		10.29		45,439,176
Band 10	90,407,562.740		10.28		929,389,745
Band 11	10,270,361.190		10.28		105,579,313
Band 12	1,232,539.530		10.27		12,658,181
Band 13	25,710,825.680		10.26		263,793,071
Band 14	31,017,378.310		10.25		317,928,128
Band 15	41,710,173.900		10.25		427,529,282
Band 16	2,665,084.193		10.23		27,263,811
Band 17	42,697,101.290		10.23		436,791,346
Band 18	76,693.233		10.22		783,805
Band 19	937,005.138		10.21		9,566,822
Band 20	10,459,517.470		10.26		107,314,649
Band 21	2,384,142.280		10.24		24,413,617
Band 26	1,016,410.619		10.37		10,540,178
Band 27	507,677.069		10.33		5,244,304
Band 28	273,237.374		10.31		2,817,077
Band 29	420,267.067		10.31		4,332,953
Band 30	176,839.356		10.27		1,816,140
Band 31	67,770.602		10.25		694,649
Band 38	3,010,618.321		10.37		31,220,112
Band 41	775,291.407		10.27		7,962,243
Band 42	78,845.117		10.25		808,162
Band 43	1,905,648.687		10.23		19,494,786
Band 44	5,545.595		10.18		56,454
Band 45	9,304.028		10.16		94,529
Band 46	34,365,094.240		10.21		350,867,612
Band 47	3,824,298.340		10.19		38,969,600
Band 50	339,401.997		10.27		3,485,659
Band 51	119,278.632		10.23		1,220,220
Band 52	535.732		10.31		5,523
Band 53	3,632.371		10.28		37,341
Band 55	258,638.906		10.30		2,663,981
Band 56	9,009,691.038		10.35		93,250,302
Band 57	66,238.527		10.28		680,932
Band 58	6,712.690		10.25		68,805
Band 59	89,093.179		10.21		909,641
Band 62	21,101.380		10.22		215,656
Band 64	8,239.534		10.24		84,373
	449,034,634.992			$	4,612,438,035

185

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	29,350.381	$	10.59	$	310,821
Band 4	2,602,053.917		10.56		27,477,689
Band 5	64,754.731		10.55		683,162
Band 6	46,040,295.960		10.54		485,264,719
Band 7	8,432,783.789		10.54		88,881,541
Band 8	22,990,154.810		10.52		241,856,429
Band 9	5,211,376.857		10.52		54,823,685
Band 10	65,664,893.390		10.51		690,138,030
Band 11	9,590,943.165		10.50		100,704,903
Band 12	667,670.750		10.50		7,010,543
Band 13	13,847,272.450		10.49		145,257,888
Band 14	22,107,690.880		10.48		231,688,600
Band 15	26,143,151.140		10.47		273,718,792
Band 16	1,766,469.194		10.46		18,477,268
Band 17	23,476,050.360		10.45		245,324,726
Band 18	94,184.656		10.44		983,288
Band 19	721,062.117		10.43		7,520,678
Band 20	7,809,734.476		10.48		81,846,017
Band 21	2,560,780.578		10.46		26,785,765
Band 26	964,988.705		10.60		10,228,880
Band 27	509,615.795		10.56		5,381,543
Band 28	293,985.232		10.54		3,098,604
Band 29	518,794.277		10.53		5,462,904
Band 30	244,292.091		10.50		2,565,067
Band 31	58,653.542		10.48		614,689
Band 38	2,704,239.161		10.59		28,637,893
Band 41	367,131.409		10.50		3,854,880
Band 42	112,732.950		10.47		1,180,314
Band 43	1,490,873.654		10.45		15,579,630
Band 44	324.207		10.41		3,375
Band 45	107,760.879		10.39		1,119,636
Band 46	23,681,090.950		10.44		247,230,590
Band 47	1,969,327.877		10.42		20,520,396
Band 50	93,060.451		10.49		976,204
Band 51	57,415.407		10.45		599,991
Band 52	6,020.527		10.54		63,456
Band 53	6,584.367		10.50		69,136
Band 55	147,383.596		10.52		1,550,475
Band 56	10,071,931.030		10.57		106,460,311
Band 57	99,212.965		10.50		1,041,736
Band 58	28,868.059		10.47		302,249
Band 59	24,492.123		10.43		255,453
Band 60	2,347.159		10.52		24,692
Band 62	6,014.228		10.45		62,849
Band 64	24,439.688		10.47		255,884
	303,412,253.930			$	3,185,895,381

186

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	20,308.719	$	10.70	$	217,303
Band 4	1,436,677.164		10.67		15,329,345
Band 5	43,935.938		10.66		468,357
Band 6	24,451,343.170		10.65		260,406,805
Band 7	5,981,284.279		10.64		63,640,865
Band 8	12,371,740.350		10.63		131,511,600
Band 9	3,370,578.680		10.62		35,795,546
Band 10	33,887,800.910		10.62		359,888,446
Band 11	5,863,080.450		10.61		62,207,284
Band 12	916,905.835		10.60		9,719,202
Band 13	8,948,023.458		10.60		94,849,049
Band 14	12,585,776.590		10.58		133,157,516
Band 15	12,734,746.490		10.58		134,733,618
Band 16	1,239,231.588		10.57		13,098,678
Band 17	12,044,181.150		10.56		127,186,553
Band 18	39,821.750		10.55		420,119
Band 19	591,657.735		10.54		6,236,073
Band 20	4,645,123.953		10.59		49,191,863
Band 21	1,734,936.846		10.57		18,338,282
Band 26	747,160.768		10.71		8,002,092
Band 27	575,631.835		10.67		6,141,992
Band 28	191,763.492		10.65		2,042,281
Band 29	392,883.239		10.64		4,180,278
Band 30	106,183.463		10.60		1,125,545
Band 31	96,198.312		10.58		1,017,778
Band 34	13,809.650		10.50		145,001
Band 38	1,802,406.690		10.70		19,285,752
Band 41	220,013.607		10.61		2,334,344
Band 42	64,824.518		10.58		685,843
Band 43	1,329,925.091		10.56		14,044,009
Band 45	428.738		10.49		4,497
Band 46	13,298,068.400		10.55		140,294,622
Band 47	1,681,461.792		10.53		17,705,793
Band 51	71,504.872		10.56		755,091
Band 52	23,725.589		10.64		252,440
Band 53	16,286.718		10.61		172,802
Band 55	64,047.817		10.63		680,828
Band 56	8,044,822.930		10.68		85,918,709
Band 57	74,318.876		10.61		788,523
Band 58	2,132.902		10.58		22,566
Band 59	16,156.557		10.54		170,290
Band 60	53,149.611		10.62		564,449
Band 64	47,703.862		10.57		504,230
	171,841,764.384			$	1,823,236,259

187

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:	5,581.654	$	56.51	$	315,419
Contracts in accumulation period:
Band 1	12,796.765		59.06		755,777
Band 2	218,053.012		56.51		12,322,176
Band 3	9,712.670		52.28		507,778
Band 4	193,449.379		53.54		10,357,280
Band 5	135,507.395		52.89		7,166,986
Band 6	7,593,075.997		51.80		393,321,337
Band 7	3,275,889.555		51.16		167,594,510
Band 8	3,920,389.086		50.10		196,411,493
Band 9	437,277.618		49.48		21,636,497
Band 10	9,126,872.260		48.93		446,577,860
Band 11	3,062,577.805		48.39		148,198,140
Band 12	894,237.082		47.85		42,789,244
Band 13	4,075,631.343		47.32		192,858,875
Band 14	4,786,443.903		46.28		221,516,624
Band 15	3,316,794.375		45.76		151,776,511
Band 16	402,685.216		44.75		18,020,163
Band 17	3,730,591.290		44.25		165,078,665
Band 18	102,920.792		43.76		4,503,814
Band 19	302,849.655		42.79		12,958,937
Band 20	1,951,487.726		46.80		91,329,626
Band 21	322,152.415		45.25		14,577,397
Band 25	34,112.139		57.79		1,971,341
Band 26	810,221.133		13.87		11,237,767
Band 27	309,456.575		13.63		4,217,893
Band 28	125,807.717		13.51		1,699,662
Band 29	409,614.466		13.47		5,517,507
Band 30	43,948.388		13.24		581,877
Band 31	6,331.828		13.13		83,137
Band 35	340,927.652		10.93		3,726,339
Band 36	64,708.412		10.87		703,380
Band 37	22,824.573		10.83		247,190
Band 38	4,367,787.741		12.37		54,029,534
Band 39	457,743.710		10.80		4,943,632
Band 40	124,703.002		10.75		1,340,557
Band 41	172,206.030		13.25		2,281,730
Band 42	36,018.877		13.09		471,487
Band 43	395,505.543		12.98		5,133,662
Band 44	39,317.939		12.71		499,731
Band 45	63,741.533		12.60		803,143
Band 46	13,092,231.510		12.61		165,093,039
Band 47	1,567,787.693		12.49		19,581,668
Band 49	343,326.689		10.60		3,639,263
Band 50	14,865.144		11.96		177,787
Band 51	36,865.225		11.80		435,010
Band 52	44,298.524		12.16		538,670

188

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 53	4,584.219	$	12.02	$	55,102
Band 54	4,276.392		11.85		50,675
Band 55	30,004.224		12.10		363,051
Band 56	2,095,671.385		11.00		23,052,385
Band 57	131,817.554		10.82		1,426,266
Band 58	6,252.034		10.74		67,147
Band 59	83,739.555		10.64		890,989
Band 60	89,458.058		10.85		970,620
Band 62	4,043.425		10.67		43,143
Band 64	28,171.612		10.56		297,492
	73,279,347.494			$	2,636,746,985
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	977,107.070	$	18.32	$	17,900,602
Band 7	1,152.855		18.24		21,028
Band 10	671,540.907		17.93		12,040,728
Band 11	10,454.366		17.86		186,715
Band 12	445,946.588		17.78		7,928,930
Band 13	4,100.902		12.81		52,533
Band 14	150,639.084		14.13		2,128,530
Band 15	628,128.114		14.08		8,844,044
Band 17	226,343.829		13.93		3,152,970
Band 20	1,269,642.894		17.63		22,383,804
Band 46	709,006.459		12.49		8,855,491
	5,094,063.068			$	83,495,375
ING T. Rowe Price Equity Income Portfolio - Service
Class
Currently payable annuity contracts:	4,016.671	$	33.78 to $35.31	$	135,795
Contracts in accumulation period:
Band 1	45,331.508		35.31		1,600,656
Band 2	542,103.477		33.78		18,312,255
Band 3	6,032.176		31.26		188,566
Band 4	135,743.492		32.01		4,345,149
Band 5	92,010.163		31.62		2,909,361
Band 6	3,008,351.601		30.97		93,168,649
Band 7	2,201,855.576		30.58		67,332,744
Band 8	1,584,809.163		29.95		47,465,034
Band 9	227,814.361		29.58		6,738,749
Band 10	2,715,477.165		29.25		79,427,707
Band 11	1,806,130.909		28.93		52,251,367
Band 12	539,054.589		28.61		15,422,352
Band 13	1,710,922.639		28.29		48,402,001
Band 14	2,957,368.797		27.66		81,800,821
Band 15	928,682.782		27.36		25,408,761
Band 16	104,791.549		26.75		2,803,174
Band 17	1,738,376.207		26.46		45,997,434
Band 18	53,064.365		26.16		1,388,164

189

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 19	167,511.613	$	25.58	$	4,284,947
Band 20	1,115,771.904		27.98		31,219,298
Band 21	230,348.745		27.05		6,230,934
Band 24	42.490		37.74		1,604
Band 25	27,801.544		34.55		960,543
Band 26	289,461.627		12.49		3,615,376
Band 27	101,426.833		12.24		1,241,464
Band 28	64,078.164		12.11		775,987
Band 29	109,229.196		12.07		1,318,396
Band 30	24,684.437		11.83		292,017
Band 31	5,310.104		11.71		62,181
Band 35	25,350.741		11.69		296,350
Band 36	14,382.509		11.55		166,118
Band 37	55,001.521		11.46		630,317
Band 38	581,466.435		11.52		6,698,493
Band 39	98,792.426		11.39		1,125,246
Band 40	59,684.361		11.29		673,836
Band 41	24,299.850		11.83		287,467
Band 42	45,590.955		11.68		532,502
Band 43	120,025.600		11.56		1,387,496
Band 44	2,379.632		11.28		26,842
Band 45	3,654.625		11.07		40,457
Band 46	1,894,673.819		10.51		19,913,022
Band 47	291,425.427		10.41		3,033,739
Band 51	2,229.726		10.01		22,320
Band 52	2,763.311		10.32		28,517
Band 55	1,446.204		10.27		14,853
Band 56	552,174.607		9.38		5,179,398
Band 57	742.412		9.23		6,852
Band 60	374.002		9.26		3,463
	26,314,062.010			$	685,168,774
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
Contracts in accumulation period:
Band 6	381,494.654	$	14.70	$	5,607,971
Band 8	561.105		14.51		8,142
Band 10	233,860.741		14.39		3,365,256
Band 11	29,005.549		14.33		415,650
Band 12	98,444.989		14.27		1,404,810
Band 13	343.551		10.67		3,666
Band 14	44,673.505		11.59		517,766
Band 15	171,984.799		11.55		1,986,424
Band 17	82,682.345		11.43		945,059
Band 20	554,764.823		14.15		7,849,922
Band 46	174,822.317		10.41		1,819,900
	1,772,638.378			$	23,924,566

190

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:	771.536	$	23.69	$	18,278
Contracts in accumulation period:
Band 1	4,023.367		24.57		98,854
Band 2	280,894.368		23.69		6,654,388
Band 3	5,052.973		22.23		112,328
Band 4	109,196.015		22.62		2,470,014
Band 5	50,476.579		22.38		1,129,666
Band 6	1,606,337.600		22.00		35,339,427
Band 7	1,229,606.740		21.77		26,768,539
Band 8	1,248,029.133		21.41		26,720,304
Band 9	258,876.393		21.18		5,483,002
Band 10	1,648,992.859		20.98		34,595,870
Band 11	753,685.403		20.79		15,669,120
Band 12	296,745.972		20.60		6,112,967
Band 13	1,057,096.170		20.41		21,575,333
Band 14	1,717,330.484		20.04		34,415,303
Band 15	505,792.217		19.85		10,039,976
Band 16	82,070.509		19.49		1,599,554
Band 17	1,054,961.192		19.31		20,371,301
Band 18	22,439.107		19.13		429,260
Band 19	74,319.244		18.77		1,394,972
Band 20	572,903.633		20.22		11,584,111
Band 21	141,351.766		19.67		2,780,389
Band 25	23,579.303		24.09		568,025
Band 26	113,661.267		11.81		1,342,340
Band 27	16,451.593		11.60		190,838
Band 28	21,833.398		11.50		251,084
Band 29	28,268.132		11.47		324,235
Band 30	498.218		11.27		5,615
Band 38	149,375.176		9.88		1,475,827
Band 41	45,675.507		11.28		515,220
Band 42	3,420.307		11.15		38,136
Band 43	20,185.435		11.05		223,049
Band 45	2,609.732		10.73		28,002
Band 46	897,776.051		10.58		9,498,471
Band 47	119,200.970		10.48		1,249,226
Band 50	8,438.599		9.56		80,673
Band 52	1,280.345		9.72		12,445
Band 56	591,741.063		8.63		5,106,725
Band 57	254.234		8.49		2,158
Band 59	2,905.717		8.35		24,263
Band 60	17,369.324		8.52		147,987
	14,785,477.631			$	286,447,275




191

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	49,444.230	$	16.14	$	798,030
Band 7	548.250		16.07		8,810
Band 10	40,556.181		15.80		640,788
Band 11	1,169.566		15.74		18,409
Band 12	31,344.297		15.67		491,165
Band 13	5,019.574		10.75		53,960
Band 14	8,883.987		11.18		99,323
Band 15	28,422.492		11.14		316,627
Band 17	13,507.888		11.03		148,992
Band 20	108,719.846		15.54		1,689,506
Band 46	44,456.875		10.49		466,353
	332,073.186			$	4,731,963
ING Van Kampen Growth and Income Portfolio -
Service Class
Currently payable annuity contracts:	851.897	$	31.43	$	26,775
Contracts in accumulation period:
Band 1	2,431.881		32.54		79,133
Band 2	264,438.430		31.43		8,311,300
Band 3	5,840.154		29.56		172,635
Band 4	111,832.945		30.13		3,369,527
Band 5	76,246.809		29.83		2,274,442
Band 6	2,059,674.768		29.36		60,472,051
Band 7	1,110,882.093		29.06		32,282,234
Band 8	2,293,500.157		28.60		65,594,104
Band 9	201,781.946		28.31		5,712,447
Band 10	1,501,511.702		28.06		42,132,418
Band 11	2,554,506.918		27.82		71,066,382
Band 12	337,800.487		27.58		9,316,537
Band 13	1,201,378.817		27.34		32,845,697
Band 14	1,913,500.824		26.86		51,396,632
Band 15	539,995.057		26.63		14,380,068
Band 16	51,085.788		26.16		1,336,404
Band 17	720,933.206		25.93		18,693,798
Band 18	23,664.267		25.70		608,172
Band 19	67,177.188		25.26		1,696,896
Band 20	480,043.374		27.10		13,009,175
Band 21	104,162.774		26.39		2,748,856
Band 24	48.637		34.28		1,667
Band 25	17,799.147		31.99		569,395
Band 26	141,502.192		11.95		1,690,951
Band 27	102,197.752		11.75		1,200,824
Band 28	50,162.312		11.65		584,391
Band 29	68,566.419		11.61		796,056
Band 30	10,725.094		11.41		122,373
Band 31	9,551.173		11.31		108,024
Band 38	59,742.891		10.62		634,470
Band 41	6,536.615		11.42		74,648

192

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 42	4,644.639	$	11.29	$	52,438
Band 43	33,934.195		11.19		379,724
Band 45	1,826.066		10.86		19,831
Band 46	1,229,357.263		11.05		13,584,398
Band 47	161,053.280		10.95		1,763,533
Band 50	571.220		10.27		5,866
Band 51	1,861.129		10.13		18,853
Band 55	2,890.621		10.39		30,034
Band 56	138,295.915		9.37		1,295,833
Band 57	3,063.747		9.21		28,217
Band 60	2,567.874		9.24		23,727
	17,670,139.663			$	460,510,936
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
Contracts in accumulation period:
Band 6	510,573.425	$	15.61	$	7,970,051
Band 7	7,360.005		15.54		114,374
Band 8	847.544		15.41		13,061
Band 10	389,392.586		15.28		5,949,919
Band 11	10,747.576		15.22		163,578
Band 12	253,102.869		15.15		3,834,508
Band 13	11,479.161		11.22		128,796
Band 14	72,496.841		12.06		874,312
Band 15	332,534.588		12.02		3,997,066
Band 17	221,140.451		11.90		2,631,571
Band 20	1,492,103.954		15.03		22,426,322
Band 46	408,397.779		10.95		4,471,956
	3,710,176.779			$	52,575,514
ING Wells Fargo HealthCare Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,208.279	$	11.70	$	49,237
Band 3	380.350		11.42		4,344
Band 4	44,643.723		11.50		513,403
Band 5	38,429.563		11.46		440,403
Band 6	2,127,772.854		11.39		24,235,333
Band 7	1,103,711.086		11.35		12,527,121
Band 8	1,283,559.301		11.27		14,465,713
Band 9	80,598.693		11.23		905,123
Band 10	1,954,356.561		11.19		21,869,250
Band 11	692,609.844		11.16		7,729,526
Band 12	280,366.853		11.12		3,117,679
Band 13	881,628.548		11.08		9,768,444
Band 14	1,576,539.835		11.01		17,357,704
Band 15	1,012,203.034		10.97		11,103,867
Band 16	126,013.470		10.89		1,372,287
Band 17	1,527,878.471		10.86		16,592,760
Band 18	33,342.234		10.82		360,763

193

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Wells Fargo HealthCare Portfolio - Service Class
(continued)
Band 19	69,356.529	$	10.75	$	745,583
Band 20	734,124.074		11.04		8,104,730
Band 21	108,212.952		10.93		1,182,768
Band 25	3,558.819		11.78		41,923
Band 26	95,760.729		11.74		1,124,231
Band 27	40,169.241		11.50		461,946
Band 28	22,596.317		11.38		257,146
Band 29	88,043.473		11.35		999,293
Band 30	14,178.698		11.12		157,667
Band 31	6,985.138		11.00		76,837
Band 34	66.427		10.54		700
Band 38	31,008.854		10.72		332,415
Band 41	20,037.424		11.12		222,816
Band 42	13,587.844		10.97		149,059
Band 43	49,507.939		10.86		537,656
Band 45	3,728.569		10.49		39,113
Band 46	682,527.128		11.11		7,582,876
Band 47	112,574.486		11.01		1,239,445
Band 50	875.017		10.40		9,100
Band 51	629.879		10.26		6,463
Band 52	411.389		10.57		4,348
Band 55	7,313.027		10.52		76,933
Band 56	158,560.701		8.86		1,404,848
Band 57	7,349.280		8.72		64,086
	15,039,406.633			$	167,234,939
ING Diversified International Fund - Class R
Contracts in accumulation period:
Band 35	1,943.162	$	9.39	$	18,246
Band 38	10,854.011		9.29		100,834
Band 39	3,625.901		9.21		33,395
Band 40	2,752.993		9.15		25,190
	19,176.067			$	177,665
ING American Century Small-Mid Cap Value
Portfolio - Service Class
Contracts in accumulation period:
Band 35	8,959.925	$	18.45	$	165,311
Band 36	10,661.864		18.14		193,406
Band 37	492.026		17.90		8,807
Band 38	124,399.862		19.66		2,445,701
Band 39	10,976.353		19.37		212,612
Band 40	1,125.415		19.15		21,552
	156,615.445			$	3,047,389

194

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	8,432.889	$	12.90	$	108,784
Band 4	96,813.255		12.71		1,230,496
Band 5	15,479.776		12.67		196,129
Band 6	4,210,806.009		12.60		53,056,156
Band 7	1,011,815.852		12.57		12,718,525
Band 8	2,432,509.436		12.49		30,382,043
Band 9	229,055.103		12.46		2,854,027
Band 10	5,244,173.112		12.42		65,132,630
Band 11	841,955.823		12.38		10,423,413
Band 12	178,125.722		12.35		2,199,853
Band 13	1,752,102.896		12.31		21,568,387
Band 14	1,893,963.373		12.24		23,182,112
Band 15	1,920,311.673		12.21		23,447,006
Band 16	218,598.258		12.14		2,653,783
Band 17	2,111,779.010		12.10		25,552,526
Band 18	6,687.797		12.07		80,722
Band 19	46,767.088		12.00		561,205
Band 20	616,566.213		12.28		7,571,433
Band 21	123,845.712		12.17		1,507,202
Band 26	203,768.794		12.93		2,634,731
Band 27	46,108.343		12.71		586,037
Band 28	54,693.903		12.60		689,143
Band 29	74,356.516		12.56		933,918
Band 30	7,793.172		12.35		96,246
Band 31	2,304.497		12.24		28,207
Band 35	56,814.290		18.49		1,050,496
Band 36	11,925.300		18.17		216,683
Band 37	3,970.059		17.93		71,183
Band 38	630,092.769		18.08		11,392,077
Band 39	194,525.545		17.82		3,466,445
Band 40	35,222.119		17.62		620,614
Band 41	23,172.999		12.35		286,187
Band 42	24,411.902		12.21		298,069
Band 43	83,888.560		12.11		1,015,890
Band 44	654.378		11.86		7,761
Band 45	7,009.231		11.75		82,358
Band 46	2,168,432.416		12.03		26,086,242
Band 47	337,728.459		11.93		4,029,101
Band 50	11,616.970		10.91		126,741
Band 52	13.304		11.08		147
Band 53	805.694		10.96		8,830
Band 54	1,089.888		10.81		11,782
Band 55	3,917.909		11.03		43,215
Band 56	368,534.047		10.43		3,843,810
Band 57	9,126.966		10.26		93,643
Band 59	2,371.105		10.09		23,924
Band 60	3,224.724		10.29		33,182
	27,327,362.856			$	342,203,094

195

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Columbia Small Cap Value Portfolio - Service
Class
Contracts in accumulation period:
Band 2	10,626.288	$	10.27	$	109,132
Band 4	59,403.964		10.15		602,950
Band 5	16,959.293		10.13		171,798
Band 6	2,485,615.781		10.08		25,055,007
Band 7	391,648.173		10.05		3,936,064
Band 8	1,117,332.799		10.01		11,184,501
Band 9	86,749.147		9.98		865,756
Band 10	3,549,908.184		9.96		35,357,086
Band 11	511,762.757		9.94		5,086,922
Band 12	104,287.931		9.91		1,033,493
Band 13	1,137,911.282		9.89		11,253,943
Band 14	1,067,665.415		9.84		10,505,828
Band 15	1,279,027.531		9.82		12,560,050
Band 16	148,801.209		9.77		1,453,788
Band 17	1,085,172.739		9.75		10,580,434
Band 18	8,799.077		9.72		85,527
Band 19	20,052.650		9.68		194,110
Band 20	437,170.023		9.86		4,310,496
Band 21	79,849.638		9.79		781,728
Band 26	86,772.859		10.29		892,893
Band 27	52,771.871		10.15		535,634
Band 28	6,446.434		10.08		64,980
Band 29	11,241.725		10.05		112,979
Band 30	11,462.248		9.91		113,591
Band 31	138.604		9.84		1,364
Band 38	79,356.372		11.27		894,346
Band 41	5,529.154		9.91		54,794
Band 42	39,794.941		9.82		390,786
Band 43	49,651.925		9.75		484,106
Band 44	942.751		9.59		9,041
Band 45	1,566.546		9.52		14,914
Band 46	1,056,932.537		9.70		10,252,246
Band 47	323,477.636		9.63		3,115,090
Band 50	8,671.271		10.91		94,604
Band 51	667.888		10.76		7,186
Band 52	1,783.922		11.09		19,784
Band 53	1,714.578		10.96		18,792
Band 54	1,395.037		10.81		15,080
Band 55	8,734.863		11.04		96,433
Band 56	142,473.621		10.83		1,542,989
Band 57	5,015.750		10.66		53,468
Band 59	997.190		10.48		10,451
Band 60	726.710		10.69		7,769
	15,497,010.314			$	153,931,933

196

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	23,842.761	$	10.02	$	238,904
Band 4	150,779.447		9.90		1,492,717
Band 5	38,370.517		9.87		378,717
Band 6	3,853,084.913		9.82		37,837,294
Band 7	622,914.751		9.79		6,098,335
Band 8	2,217,712.497		9.74		21,600,520
Band 9	419,285.539		9.72		4,075,455
Band 10	7,592,795.123		9.69		73,574,185
Band 11	920,705.323		9.67		8,903,220
Band 12	154,749.068		9.64		1,491,781
Band 13	1,614,111.785		9.62		15,527,755
Band 14	2,407,800.614		9.57		23,042,652
Band 15	2,482,365.044		9.54		23,681,763
Band 16	283,691.166		9.49		2,692,229
Band 17	1,876,791.474		9.47		17,773,215
Band 18	8,608.790		9.44		81,267
Band 19	41,420.690		9.39		388,940
Band 20	516,509.466		9.59		4,953,326
Band 21	168,751.827		9.52		1,606,517
Band 25	11,550.211		10.08		116,426
Band 26	177,200.250		10.05		1,780,863
Band 27	146,900.388		9.89		1,452,845
Band 28	40,857.360		9.82		401,219
Band 29	32,053.751		9.79		313,806
Band 30	5,625.696		9.64		54,232
Band 31	5,454.669		9.57		52,201
Band 34	62.146		9.25		575
Band 35	5,616.531		11.76		66,050
Band 36	4,005.538		11.54		46,224
Band 38	235,956.899		13.23		3,121,710
Band 39	21,488.127		13.03		279,990
Band 40	2,967.559		12.89		38,252
Band 41	122,705.372		9.65		1,184,107
Band 42	10,613.188		9.55		101,356
Band 43	130,062.790		9.47		1,231,695
Band 45	9,950.615		9.22		91,745
Band 46	2,909,950.648		9.42		27,411,735
Band 47	267,624.510		9.35		2,502,289
Band 50	15,220.760		9.79		149,011
Band 51	3,200.813		9.66		30,920
Band 52	1,091.675		9.95		10,862
Band 54	6,183.240		9.70		59,977
Band 55	10,378.276		9.91		102,849
Band 56	582,364.881		9.14		5,322,815
Band 57	22,435.682		9.00		201,921
Band 59	7,380.269		8.85		65,315
Band 60	730.190		9.02		6,586
	30,183,922.829			$	291,636,368

197

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING JPMorgan Mid Cap Value Portfolio - Service Class
Contracts in accumulation period:
Band 2	763.291	$	10.49	$	8,007
Band 4	59,613.270		16.24		968,120
Band 5	3,657.894		17.33		63,391
Band 6	1,415,034.493		10.38		14,688,058
Band 7	286,691.978		17.10		4,902,433
Band 8	635,346.414		10.34		6,569,482
Band 9	100,099.293		16.88		1,689,676
Band 10	2,095,653.545		13.68		28,668,540
Band 11	501,492.682		10.29		5,160,360
Band 12	63,347.883		10.28		651,216
Band 13	357,237.897		16.58		5,923,004
Band 14	852,543.525		10.24		8,730,046
Band 15	521,277.914		16.37		8,533,319
Band 16	38,314.389		10.20		390,807
Band 17	828,495.573		10.18		8,434,085
Band 18	930.044		10.17		9,459
Band 19	29,381.906		13.14		386,078
Band 20	177,381.368		13.50		2,394,648
Band 21	72,803.860		13.36		972,660
Band 26	88,207.952		17.87		1,576,276
Band 27	69,151.109		17.40		1,203,229
Band 28	22,376.162		17.18		384,422
Band 29	24,158.554		17.10		413,111
Band 30	16,630.039		16.65		276,890
Band 31	8,479.387		16.43		139,316
Band 35	43,617.166		18.18		792,960
Band 36	23,049.990		17.87		411,903
Band 37	5,149.759		17.64		90,842
Band 38	236,988.920		17.21		4,078,579
Band 39	86,930.896		16.96		1,474,348
Band 40	17,888.545		16.77		299,991
Band 41	16,717.583		15.65		261,630
Band 42	16,380.088		15.42		252,581
Band 43	70,357.590		15.25		1,072,953
Band 44	355.075		13.09		4,648
Band 46	593,467.334		10.15		6,023,693
Band 47	103,223.529		10.11		1,043,590
Band 55	369.593		10.34		3,822
Band 56	213,379.863		10.45		2,229,820
Band 57	9,652.839		10.30		99,424
Band 59	4,037.433		10.14		40,940
Band 60	1,313.691		10.32		13,557
	9,711,950.316			$	121,331,914




198

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Legg Mason ClearBridge Aggressive Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,697.080	$	13.17	$	61,861
Band 4	13,462.423		12.93		174,069
Band 5	5,565.581		12.89		71,740
Band 6	804,967.216		12.79		10,295,531
Band 7	671,134.261		12.74		8,550,250
Band 8	362,631.052		12.65		4,587,283
Band 9	41,696.667		12.60		525,378
Band 10	995,576.425		12.55		12,494,484
Band 11	296,583.496		12.51		3,710,260
Band 12	53,676.409		12.46		668,808
Band 13	462,520.583		12.41		5,739,880
Band 14	1,231,687.355		12.32		15,174,388
Band 15	366,086.812		12.28		4,495,546
Band 16	63,188.295		12.18		769,633
Band 17	906,613.015		12.14		11,006,282
Band 18	2,530.346		12.09		30,592
Band 19	54,664.098		12.00		655,969
Band 20	715,867.247		12.37		8,855,278
Band 21	56,273.273		12.23		688,222
Band 26	31,090.854		13.22		411,021
Band 27	16,434.803		12.93		212,502
Band 28	6,470.876		12.79		82,763
Band 29	5,048.393		12.74		64,317
Band 30	13,499.557		12.46		168,204
Band 31	9,840.961		12.32		121,241
Band 35	2,931.988		12.37		36,269
Band 36	1,241.177		12.23		15,180
Band 37	4,167.589		13.08		54,512
Band 38	48,711.470		12.20		594,280
Band 39	15,294.668		12.06		184,454
Band 40	34,337.611		11.95		410,334
Band 41	10,745.912		12.47		134,002
Band 42	3,203.765		12.28		39,342
Band 43	12,814.967		12.15		155,702
Band 44	428.381		10.85		4,648
Band 46	426,431.746		10.72		4,571,348
Band 47	35,976.912		10.62		382,075
Band 52	1,757.893		10.10		17,755
Band 56	1,176.163		10.10		11,879
Band 57	1,878.159		9.94		18,669
	7,792,905.479			$	96,245,951

199

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	5,791.254	$	13.72	$	79,456
Band 7	2,537.069		13.56		34,403
Band 9	31,545.411		13.44		423,970
Band 10	8,960.726		13.41		120,163
Band 13	4,250.715		13.29		56,492
Band 15	17,355.039		13.17		228,566
Band 20	2,594.197		13.25		34,373
Band 21	6,285.691		13.14		82,594
Band 26	102,492.629		13.96		1,430,797
Band 27	55,293.738		13.72		758,630
Band 28	29,604.021		13.60		402,615
Band 29	13,805.142		13.56		187,198
Band 30	1,541.543		13.33		20,549
Band 31	5,683.276		13.21		75,076
Band 35	79,991.076		14.12		1,129,474
Band 36	6,913.527		13.96		96,513
Band 38	81,198.451		13.92		1,130,282
Band 39	18,689.268		13.76		257,164
Band 40	1,508.425		13.64		20,575
Band 41	2,273.204		13.33		30,302
Band 42	1,574.602		13.18		20,753
Band 43	11,998.376		13.07		156,819
	491,887.380			$	6,776,764
ING Oppenheimer Global Portfolio - Service Class
Contracts in accumulation period:
Band 2	4,242.153	$	13.71	$	58,160
Band 4	81,945.711		16.29		1,334,896
Band 5	11,693.918		15.45		180,671
Band 6	1,420,560.397		13.40		19,035,509
Band 7	174,331.412		15.25		2,658,554
Band 8	662,061.086		13.28		8,792,171
Band 9	110,603.372		15.05		1,664,581
Band 10	1,480,914.360		13.46		19,933,107
Band 11	151,268.283		13.17		1,992,203
Band 12	48,641.644		13.13		638,665
Band 13	343,402.702		14.79		5,078,926
Band 14	529,932.083		13.01		6,894,416
Band 15	695,149.428		14.59		10,142,230
Band 16	50,096.043		12.90		646,239
Band 17	601,855.091		12.86		7,739,856
Band 18	16,564.942		12.83		212,528
Band 19	27,473.671		12.92		354,960
Band 20	211,589.771		13.28		2,809,912
Band 21	76,648.898		13.14		1,007,167
Band 26	150,291.857		15.93		2,394,149
Band 27	27,745.676		15.52		430,613

200

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 28	16,277.196	$	15.32	$	249,367
Band 29	114,097.767		15.25		1,739,991
Band 30	4,592.692		14.85		68,201
Band 31	932.374		14.66		13,669
Band 34	127.025		13.85		1,759
Band 35	135,698.355		16.22		2,201,027
Band 36	30,547.758		15.93		486,626
Band 37	23,624.491		15.73		371,613
Band 38	571,916.365		17.35		9,922,749
Band 39	172,067.426		17.09		2,940,632
Band 40	76,481.769		16.90		1,292,542
Band 41	15,398.778		15.70		241,761
Band 42	3,034.456		15.47		46,943
Band 43	30,886.459		15.30		472,563
Band 44	371.958		13.18		4,902
Band 45	4,648.332		12.94		60,149
Band 46	615,770.835		12.79		7,875,709
Band 47	97,879.738		12.68		1,241,115
Band 50	4,607.656		11.01		50,730
Band 51	1,747.292		10.86		18,976
Band 52	552.374		11.19		6,181
Band 55	230.437		11.14		2,567
Band 56	143,558.875		9.75		1,399,699
Band 60	459.602		9.62		4,421
	8,942,522.508			$	124,713,405
ING Oppenheimer Global Strategic Income Portfolio -
Service Class
Contracts in accumulation period:
Band 35	174,637.269	$	13.53	$	2,362,842
Band 36	37,911.824		13.38		507,260
Band 37	6,317.186		13.26		83,766
Band 38	405,010.306		13.34		5,402,837
Band 39	74,377.466		13.19		981,039
Band 40	22,627.676		13.07		295,744
	720,881.727			$	9,633,488
ING PIMCO Total Return Portfolio - Service Class
Contracts in accumulation period:
Band 35	111,399.969	$	15.44	$	1,720,016
Band 36	9,254.640		15.17		140,393
Band 37	3,611.715		14.97		54,067
Band 38	340,471.346		13.97		4,756,385
Band 39	53,838.079		13.76		740,812
Band 40	37,569.229		13.61		511,317
	556,144.978			$	7,922,990

201

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	49,975.510	$	11.90	$	594,709
Band 36	2,972.986		11.77		34,992
Band 37	29,551.329		11.67		344,864
Band 38	1,092,796.552		11.73		12,818,504
Band 39	229,722.563		11.60		2,664,782
Band 40	114,700.697		11.50		1,319,058
	1,519,719.637			$	17,776,909
ING Solution 2025 Portfolio - Service Class
Contracts in accumulation period:
Band 35	78,104.243	$	11.75	$	917,725
Band 36	2,900.950		11.62		33,709
Band 37	825.060		11.52		9,505
Band 38	1,245,609.123		11.59		14,436,610
Band 39	155,551.813		11.45		1,781,068
Band 40	114,712.721		11.36		1,303,137
	1,597,703.910			$	18,481,754
ING Solution 2035 Portfolio - Service Class
Contracts in accumulation period:
Band 35	7,842.415	$	11.90	$	93,325
Band 36	22,692.767		11.77		267,094
Band 38	666,589.722		11.73		7,819,097
Band 39	101,660.440		11.60		1,179,261
Band 40	156,538.645		11.50		1,800,194
	955,323.989			$	11,158,971
ING Solution 2045 Portfolio - Service Class
Contracts in accumulation period:
Band 35	2,447.431	$	11.92	$	29,173
Band 38	40,336.180		11.75		473,950
Band 39	17,522.460		11.62		203,611
Band 40	48,908.370		11.52		563,424
	109,214.441			$	1,270,158
ING Solution Income Portfolio - Service Class
Contracts in accumulation period:
Band 35	12,959.816	$	12.04	$	156,036
Band 36	5,067.802		11.90		60,307
Band 38	431,430.796		11.87		5,121,084
Band 39	58,334.724		11.73		684,266
Band 40	66,048.719		11.63		768,147
	573,841.857			$	6,789,840
ING T. Rowe Price Diversified Mid Cap Growth
Portfolio - Service Class
Contracts in accumulation period:
Band 35	41,282.797	$	14.45	$	596,536
Band 36	7,679.471		14.19		108,972
Band 37	3,321.671		13.99		46,470
Band 38	495,278.205		17.34		8,588,124
Band 39	126,094.933		17.09		2,154,962
Band 40	20,013.387		16.90		338,226
	693,670.464			$	11,833,290

202

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
Contracts in accumulation period:
Band 2	1,263.270	$	9.49	$	11,988
Band 4	24,294.972		9.40		228,373
Band 5	6,184.700		9.38		58,012
Band 6	1,929,680.039		9.35		18,042,508
Band 7	470,209.314		9.33		4,387,053
Band 8	812,615.890		9.29		7,549,202
Band 9	94,268.891		9.28		874,815
Band 10	2,043,343.563		9.26		18,921,361
Band 11	521,490.846		9.24		4,818,575
Band 12	109,783.124		9.23		1,013,298
Band 13	604,139.166		9.21		5,564,122
Band 14	961,013.505		9.17		8,812,494
Band 15	1,067,559.657		9.16		9,778,846
Band 16	75,790.970		9.12		691,214
Band 17	913,068.903		9.10		8,308,927
Band 18	3,298.358		9.09		29,982
Band 19	31,927.107		9.05		288,940
Band 20	369,011.640		9.19		3,391,217
Band 21	38,466.304		9.14		351,582
Band 26	47,778.525		9.50		453,896
Band 27	14,127.520		9.40		132,799
Band 28	7,215.649		9.35		67,466
Band 29	29,704.206		9.33		277,140
Band 30	7,311.175		9.22		67,409
Band 31	2,204.714		9.17		20,217
Band 35	77,791.395		12.77		993,396
Band 36	11,162.011		12.54		139,972
Band 37	14,042.945		12.37		173,711
Band 38	278,073.924		14.81		4,118,275
Band 39	47,285.162		14.59		689,891
Band 40	11,441.228		14.43		165,097
Band 41	10,692.070		9.23		98,688
Band 42	2,862.794		9.16		26,223
Band 43	29,331.002		9.11		267,205
Band 45	1,339.632		8.93		11,963
Band 46	726,145.681		9.07		6,586,141
Band 47	49,172.354		9.02		443,535
Band 50	952.124		9.21		8,769
Band 52	842.768		9.33		7,863
Band 55	6,497.501		9.30		60,427
Band 56	101,874.161		9.76		994,292
Band 59	856.977		9.44		8,090
	11,556,115.737			$	108,934,974

203

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
Contracts in accumulation period:
Band 2	9,964.332	$	10.55	$	105,124
Band 3	512.237		10.38		5,317
Band 4	98,705.894		10.43		1,029,502
Band 5	14,218.467		10.40		147,872
Band 6	2,992,773.231		10.36		31,005,131
Band 7	1,151,323.381		10.33		11,893,171
Band 8	2,184,953.001		10.28		22,461,317
Band 9	185,123.584		10.26		1,899,368
Band 10	4,791,751.621		10.23		49,019,619
Band 11	756,155.845		10.21		7,720,351
Band 12	138,276.617		10.18		1,407,656
Band 13	1,654,953.003		10.16		16,814,323
Band 14	3,055,080.337		10.11		30,886,862
Band 15	1,794,450.334		10.09		18,106,004
Band 16	169,506.607		10.04		1,701,846
Band 17	2,309,893.703		10.02		23,145,135
Band 18	8,005.662		9.99		79,977
Band 19	170,192.336		9.94		1,691,712
Band 20	926,889.840		10.14		9,398,663
Band 21	119,644.449		10.06		1,203,623
Band 26	150,284.764		10.58		1,590,013
Band 27	48,488.404		10.43		505,734
Band 28	40,196.461		10.35		416,033
Band 29	51,318.278		10.33		530,118
Band 30	3,347.481		10.18		34,077
Band 31	7,420.914		10.11		75,025
Band 35	45,924.762		8.88		407,812
Band 36	1,050.229		8.83		9,274
Band 37	8,581.904		8.79		75,435
Band 38	292,469.626		11.25		3,290,283
Band 39	58,913.892		8.77		516,675
Band 40	57,735.244		8.73		504,029
Band 41	12,602.094		10.19		128,415
Band 42	20,677.519		10.09		208,636
Band 43	63,805.261		10.02		639,329
Band 45	2,841.754		9.78		27,792
Band 46	1,674,847.231		9.97		16,698,227
Band 47	219,301.942		9.90		2,171,089
Band 50	941.277		10.86		10,222
Band 51	765.767		10.71		8,201
Band 55	8,253.442		10.98		90,623
Band 56	317,206.561		8.42		2,670,879
Band 57	13,275.755		8.28		109,923
Band 58	1,165.502		8.22		9,580
Band 60	2,339.609		8.31		19,442
	25,636,130.154			$	260,469,439

204

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 - Initial Class
Contracts in accumulation period:
Band 4	3,423.484	$	13.71	$	46,936
Band 7	110.335		9.75		1,076
Band 9	8,913.622		9.61		85,660
Band 10	407.226		12.06		4,911
Band 13	8,540.306		9.43		80,535
Band 15	9,584.637		9.29		89,041
Band 21	1,090.126		11.77		12,831
Band 26	21,563.938		10.23		220,599
Band 27	41,618.951		9.94		413,692
Band 28	24,732.943		9.79		242,136
Band 29	8,292.973		9.75		80,856
Band 30	3,035.959		9.47		28,751
Band 31	3,272.728		9.33		30,535
Band 41	705.105		13.21		9,314
Band 43	2,881.276		12.87		37,082
	138,173.609			$	1,383,955
ING Thornburg Value Portfolio - Service Class
Contracts in accumulation period:
Band 4	4,008.357	$	11.19	$	44,854
Band 6	37,293.472		11.12		414,703
Band 7	27,233.265		11.09		302,017
Band 8	28,738.515		11.04		317,273
Band 9	2,139.554		11.02		23,578
Band 10	84,197.770		10.99		925,333
Band 11	18,020.387		10.97		197,684
Band 12	4,173.364		10.95		45,698
Band 13	39,165.577		10.92		427,688
Band 14	55,578.411		10.87		604,137
Band 15	24,267.820		10.85		263,306
Band 16	4,855.803		10.80		52,443
Band 17	26,603.200		10.78		286,782
Band 18	1,015.069		10.75		10,912
Band 19	6,505.632		10.70		69,610
Band 20	16,503.831		10.90		179,892
Band 21	249.540		10.82		2,700
Band 35	36,920.452		11.30		417,201
Band 36	4,546.147		11.10		50,462
Band 37	1,812.411		10.95		19,846
Band 38	170,556.609		14.43		2,461,132
Band 39	36,174.384		14.21		514,038
Band 40	2,768.339		14.06		38,923
Band 46	37,664.525		10.73		404,140
Band 47	11,259.548		10.66		120,027
Band 51	2,945.862		10.78		31,756
Band 55	5,087.423		11.05		56,216
	690,285.267			$	8,282,351

205

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING UBS U.S. Large Cap Equity Portfolio - Service
Class
Contracts in accumulation period:
Band 2	2,300.825	$	10.98	$	25,263
Band 4	27,214.763		11.63		316,508
Band 5	327.671		10.79		3,536
Band 6	59,966.008		10.73		643,435
Band 7	14,228.808		11.48		163,347
Band 8	60,020.692		10.64		638,620
Band 9	5,374.820		11.36		61,058
Band 10	59,304.081		11.32		671,322
Band 11	7,522.775		10.54		79,290
Band 12	4,045.907		10.51		42,522
Band 13	29,620.367		11.21		332,044
Band 14	12,492.573		10.42		130,173
Band 15	41,423.252		11.10		459,798
Band 16	1,224.356		10.33		12,648
Band 17	52,141.671		10.30		537,059
Band 20	5,957.517		11.17		66,545
Band 21	13,213.267		11.06		146,139
Band 26	4,303.916		11.87		51,087
Band 27	615.152		11.63		7,154
Band 28	1,608.648		11.52		18,532
Band 29	3,055.500		11.48		35,077
Band 30	32.138		11.25		362
Band 31	373.623		11.13		4,158
Band 35	17,252.938		11.08		191,163
Band 37	12,814.816		10.73		137,503
Band 38	49,378.553		13.48		665,623
Band 39	7,549.518		13.28		100,258
Band 40	5,812.007		13.13		76,312
Band 41	8,805.530		11.25		99,062
Band 42	1,005.622		11.10		11,162
Band 43	7,510.380		10.99		82,539
Band 46	26,440.803		10.24		270,754
Band 47	14,689.787		10.15		149,101
	557,628.284			$	6,229,154




206

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	741.153	$	10.75	$	7,967
Band 4	126,971.496		13.07		1,659,517
Band 5	19,810.947		12.47		247,043
Band 6	2,163,923.171		12.36		26,746,090
Band 7	412,902.842		12.31		5,082,834
Band 8	839,485.975		12.20		10,241,729
Band 9	180,459.243		12.14		2,190,775
Band 10	2,618,723.437		12.09		31,660,366
Band 11	321,610.957		12.04		3,872,196
Band 12	359,614.613		11.99		4,311,779
Band 13	755,522.153		11.93		9,013,379
Band 14	938,561.470		11.01		10,333,562
Band 15	1,414,600.348		11.78		16,663,992
Band 16	57,641.173		9.91		571,224
Band 17	1,016,193.709		10.86		11,035,864
Band 18	2,627.896		10.06		26,437
Band 19	19,431.491		10.58		205,585
Band 20	2,089,804.149		11.88		24,826,873
Band 21	85,806.561		10.77		924,137
Band 26	182,257.103		12.86		2,343,826
Band 27	109,682.452		12.52		1,373,224
Band 28	31,542.358		12.36		389,864
Band 29	60,822.586		12.30		748,118
Band 30	20,417.613		11.98		244,603
Band 31	6,991.099		11.83		82,705
Band 35	40,150.312		13.08		525,166
Band 36	14,584.865		12.86		187,561
Band 37	14,783.652		12.69		187,605
Band 38	245,968.992		13.88		3,414,050
Band 39	67,730.658		13.67		925,878
Band 40	9,717.652		13.52		131,383
Band 41	44,719.021		12.60		563,460
Band 42	8,486.763		12.41		105,321
Band 43	88,135.407		12.27		1,081,421
Band 45	5,700.044		10.44		59,508
Band 46	1,501,152.210		9.82		14,741,315
Band 47	76,537.891		9.94		760,787
Band 50	1,064.820		9.60		10,222
Band 55	1,768.016		9.71		17,167
Band 56	150,932.212		9.48		1,430,837
Band 57	11,529.107		9.32		107,451
	16,119,107.617			$	189,052,821




207

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	137,766.400	$	12.97	$	1,786,830
Band 36	4,450.939		12.82		57,061
Band 37	4,782.245		12.71		60,782
Band 38	9,797.802		12.78		125,216
Band 39	3,163.192		12.64		39,983
	159,960.578			$	2,069,872
ING Van Kampen Equity and Income Portfolio -
Service Class
Contracts in accumulation period:
Band 2	3,753.079	$	12.60	$	47,289
Band 4	105,570.697		12.42		1,311,188
Band 5	22,492.868		12.39		278,687
Band 6	2,408,047.951		12.31		29,643,070
Band 7	765,973.213		12.28		9,406,151
Band 8	858,504.130		12.21		10,482,335
Band 9	194,467.500		12.17		2,366,669
Band 10	3,483,701.173		12.14		42,292,132
Band 11	673,113.912		12.10		8,144,678
Band 12	188,721.844		12.07		2,277,873
Band 13	1,123,219.325		12.03		13,512,328
Band 14	1,337,345.456		11.96		15,994,652
Band 15	1,103,836.319		11.93		13,168,767
Band 16	186,218.993		11.86		2,208,557
Band 17	938,724.871		11.82		11,095,728
Band 18	13,285.678		11.79		156,638
Band 19	54,172.869		11.72		634,906
Band 20	515,888.224		12.00		6,190,659
Band 21	97,382.743		11.89		1,157,881
Band 25	36,654.767		10.66		390,740
Band 26	218,838.963		12.64		2,766,124
Band 27	93,991.086		12.42		1,167,369
Band 28	35,265.555		12.31		434,119
Band 29	68,854.139		12.28		845,529
Band 30	20,655.945		12.07		249,317
Band 31	1,184.333		11.96		14,165
Band 35	165,838.299		13.08		2,169,165
Band 36	36,630.942		12.84		470,341
Band 37	32,768.410		12.67		415,176
Band 38	584,505.514		15.52		9,071,526
Band 39	79,907.069		15.28		1,220,980
Band 40	86,197.561		15.11		1,302,445
Band 41	6,552.160		12.07		79,085
Band 42	562.133		11.93		6,706
Band 43	39,559.149		11.83		467,985
Band 45	2,341.499		11.48		26,880
Band 46	1,016,285.924		11.76		11,951,522
Band 47	111,117.922		11.65		1,294,524

208

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 49	96,478.493	$	10.02	$	966,714
Band 51	825.554		9.50		7,843
Band 53	1,791.062		9.65		17,284
Band 55	882.419		9.70		8,559
Band 56	156,536.603		10.27		1,607,631
Band 57	15,468.785		10.11		156,389
Band 58	1,627.630		10.03		16,325
	16,985,742.761			$	207,494,631
ING Strategic Allocation Conservative Portfolio -
Class S
Contracts in accumulation period:
Band 35	10,612.673	$	14.69	$	155,900
Band 36	16,346.086		14.53		237,509
Band 38	61,125.389		14.48		885,096
Band 39	11,974.059		14.32		171,469
Band 40	82.292		14.20		1,169
	100,140.499			$	1,451,143
ING Strategic Allocation Growth Portfolio - Class S
Contracts in accumulation period:
Band 35	4,459.882	$	15.95	$	71,135
Band 37	607.715		15.64		9,505
Band 38	11,823.716		15.73		185,987
Band 39	8,081.049		15.55		125,660
Band 40	13,573.508		15.41		209,168
	38,545.870			$	601,455
ING Strategic Allocation Moderate Portfolio - Class S
Contracts in accumulation period:
Band 35	7,583.624	$	15.32	$	116,181
Band 36	3,996.555		15.15		60,548
Band 37	2,865.786		15.02		43,044
Band 38	23,867.448		15.10		360,398
Band 39	6,711.345		14.93		100,200
Band 40	6,391.103		14.80		94,588
	51,415.861			$	774,959
ING Growth and Income Portfolio - Class I
Contracts in accumulation period:
Band 22	461.198	$	8.89	$	4,100
Band 23	12,391.482		8.85		109,665
	12,852.680			$	113,765

209

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	24,955.488	$	8.89	$	221,854
Band 3	1,131.304		9.87		11,166
Band 4	166,429.039		8.82		1,467,904
Band 5	296,136.287		8.81		2,608,961
Band 6	5,214,661.746		8.78		45,784,730
Band 7	5,553,954.901		8.77		48,708,184
Band 8	2,208,410.830		8.74		19,301,511
Band 9	910,182.652		8.73		7,945,895
Band 10	4,802,894.569		8.71		41,833,212
Band 11	2,991,951.118		8.70		26,029,975
Band 12	2,224,320.258		8.68		19,307,100
Band 13	4,737,771.209		8.67		41,076,476
Band 14	7,192,594.425		8.64		62,144,016
Band 15	1,358,804.713		8.63		11,726,485
Band 16	289,364.594		8.60		2,488,536
Band 17	3,510,576.434		8.59		30,155,852
Band 18	170,913.637		8.57		1,464,730
Band 19	426,778.439		8.55		3,648,956
Band 20	2,961,016.835		8.66		25,642,406
Band 21	718,361.958		8.61		6,185,096
Band 24	243.079		9.04		2,197
Band 25	59,726.749		9.97		595,476
Band 26	1,657,053.145		8.91		14,764,344
Band 27	739,239.864		8.82		6,520,096
Band 28	476,573.692		8.78		4,184,317
Band 29	50,757.656		8.77		445,145
Band 30	11,893.979		8.68		103,240
Band 31	14,898.174		8.64		128,720
Band 35	219,593.574		15.07		3,309,275
Band 36	14,246.827		14.84		211,423
Band 37	13,463.284		14.66		197,372
Band 38	321,507.930		14.09		4,530,047
Band 39	40,317.911		13.88		559,613
Band 40	21,176.812		13.73		290,758
Band 41	46,739.678		8.69		406,168
Band 42	12,335.200		8.63		106,453
Band 43	111,419.049		8.59		957,090
Band 44	581.093		8.49		4,933
Band 45	6,092.888		8.45		51,485
Band 46	1,508,277.221		8.56		12,910,853
Band 47	169,041.221		8.52		1,440,231
Band 51	1,591.912		9.23		14,693
Band 52	282.700		9.40		2,657
Band 54	3,535.093		9.26		32,735
Band 56	24,112.854		9.47		228,349
	51,285,912.021			$	449,750,715

210

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	2,644.228	$	10.46	$	27,659
Band 9	4,703.159		10.32		48,537
Band 10	144,692.213		10.29		1,488,883
Band 13	286.163		10.19		2,916
Band 15	43,440.171		10.09		438,311
Band 20	2,561.694		10.15		26,001
Band 21	45,431.072		10.05		456,582
Band 26	229,680.218		10.78		2,475,953
Band 27	110,459.653		10.56		1,166,454
Band 28	20,180.525		10.46		211,088
Band 29	269,412.044		10.42		2,807,273
Band 30	158,522.833		10.21		1,618,518
Band 31	55,006.355		10.11		556,114
Band 38	460.156		10.74		4,942
Band 39	2,205.294		10.60		23,376
	1,089,685.778			$	11,352,607
ING GET U.S. Core Portfolio - Series 6
Contracts in accumulation period:
Band 6	2,080.794	$	10.25	$	21,328
Band 9	25,016.925		10.12		253,171
Band 10	34,443.339		10.08		347,189
Band 12	1,463.428		10.02		14,664
Band 13	10,233.140		9.99		102,229
Band 15	35,785.113		9.89		353,915
Band 20	2,558.398		9.96		25,482
Band 21	52,071.381		9.86		513,424
Band 26	301,885.235		10.54		3,181,870
Band 27	72,385.021		10.34		748,461
Band 28	83,640.403		10.24		856,478
Band 29	261,873.109		10.21		2,673,724
Band 30	67,053.712		10.01		671,208
Band 31	59,276.197		9.92		588,020
Band 38	30,980.562		10.51		325,606
Band 39	3,041.540		10.38		31,571
	1,043,788.297			$	10,708,340

211

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 9	40,694.872	$	10.10	$	411,018
Band 10	22,984.449		10.07		231,453
Band 13	2,091.430		9.97		20,852
Band 15	23,578.074		9.88		232,951
Band 20	6,838.099		9.94		67,971
Band 21	26,942.849		9.85		265,387
Band 26	181,133.373		10.51		1,903,712
Band 27	66,144.566		10.31		681,950
Band 28	26,516.478		10.22		270,998
Band 29	242,948.472		10.19		2,475,645
Band 30	39,598.905		10.00		395,989
Band 31	50,600.979		9.91		501,456
Band 44	685.548		9.60		6,581
	730,758.094			$	7,465,963
ING GET U.S. Core Portfolio - Series 8
Contracts in accumulation period:
Band 6	206.176	$	10.27	$	2,117
Band 9	2,560.382		10.14		25,962
Band 10	50,172.141		10.11		507,240
Band 13	286.043		10.03		2,869
Band 15	2,134.737		9.94		21,219
Band 21	14,624.258		9.91		144,926
Band 26	147,681.028		10.54		1,556,558
Band 27	25,791.925		10.35		266,946
Band 28	13,120.534		10.26		134,617
Band 29	110,075.156		10.23		1,126,069
Band 30	26,618.521		10.05		267,516
Band 31	5,154.931		9.96		51,343
Band 35	287.201		10.66		3,062
	398,713.033			$	4,110,444
ING GET U.S. Core Portfolio - Series 9
Contracts in accumulation period:
Band 9	1,470.374	$	10.24	$	15,057
Band 10	14,010.903		10.21		143,051
Band 13	1,468.951		10.13		14,880
Band 15	576.663		10.04		5,790
Band 20	4,077.312		10.10		41,181
Band 26	126,066.249		10.62		1,338,824
Band 27	56,040.717		10.44		585,065
Band 28	82,471.311		10.35		853,578
Band 29	80,620.220		10.32		832,001
Band 30	2,743.675		10.15		27,848
Band 31	4,441.068		10.06		44,677
Band 39	12,866.969		10.47		134,717
	386,854.412			$	4,036,669

212

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 10
Contracts in accumulation period:
Band 9	13,787.571	$	10.11	$	139,392
Band 10	33,376.182		10.09		336,766
Band 13	228.886		10.00		2,289
Band 15	383.122		9.92		3,801
Band 20	3,094.150		9.98		30,880
Band 26	63,225.505		10.47		661,971
Band 27	3,150.378		10.30		32,449
Band 28	2,454.176		10.22		25,082
Band 29	53,192.086		10.19		542,027
Band 30	8,234.943		10.03		82,596
Band 31	136,516.661		9.94		1,356,976
Band 35	151.804		10.59		1,608
	317,795.464			$	3,215,837
ING GET U.S. Core Portfolio - Series 11
Contracts in accumulation period:
Band 9	13,106.498	$	10.37	$	135,914
Band 10	27,843.361		10.34		287,900
Band 13	864.438		10.26		8,869
Band 15	47,046.342		10.19		479,402
Band 21	60,062.995		10.16		610,240
Band 26	93,524.629		10.72		1,002,584
Band 27	27,170.331		10.56		286,919
Band 28	10,366.838		10.47		108,541
Band 29	51,319.010		10.45		536,284
Band 30	128,999.435		10.29		1,327,404
Band 31	5,988.816		10.21		61,146
Band 39	1.312		10.59		14
Band 44	1,298.422		9.94		12,906
	467,592.427			$	4,858,123
ING GET U.S. Core Portfolio - Series 12
Contracts in accumulation period:
Band 9	5,561.235	$	10.44	$	58,059
Band 10	14,915.620		10.41		155,272
Band 13	418.410		10.34		4,326
Band 15	3,999.484		10.26		41,035
Band 21	816.170		10.23		8,349
Band 26	9,565.007		10.77		103,015
Band 27	45,749.422		10.61		485,401
Band 28	1,763.216		10.54		18,584
Band 29	89,192.465		10.51		937,413
Band 30	12,577.709		10.36		130,305
Band 31	1,984.035		10.28		20,396
	186,542.773			$	1,962,155

213

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 13
Contracts in accumulation period:
Band 9	4,319.963	$	10.38	$	44,841
Band 10	2,219.871		10.35		22,976
Band 15	4,687.410		10.21		47,858
Band 26	500,753.228		10.69		5,353,052
Band 27	395,778.353		10.54		4,171,504
Band 28	231,743.061		10.47		2,426,350
Band 29	56,162.224		10.45		586,895
Band 30	9,026.614		10.30		92,974
Band 31	10,611.599		10.23		108,557
	1,215,302.323			$	12,855,007
ING GET U.S. Core Portfolio - Series 14
Contracts in accumulation period:
Band 9	204,384.117	$	10.47	$	2,139,902
Band 10	7,699.934		10.45		80,464
Band 13	74,879.076		10.38		777,245
Band 14	11,134.852		10.34		115,134
Band 15	62,292.196		10.32		642,855
Band 21	2,798.610		10.30		28,826
Band 26	1,263,588.977		10.75		13,583,582
Band 27	896,787.707		10.61		9,514,918
Band 28	430,898.885		10.55		4,545,983
Band 29	164,964.821		10.53		1,737,080
Band 30	267,169.401		10.40		2,778,562
Band 31	31,362.875		10.33		323,978
	3,417,961.451			$	36,268,529
ING BlackRock Science and Technology Opportunities
Portfolio - Class S
Contracts in accumulation period:
Band 2	4,747.566	$	11.52	$	54,692
Band 4	72,817.169		11.45		833,757
Band 5	22,946.269		11.43		262,276
Band 6	3,411,900.610		11.40		38,895,667
Band 7	1,503,493.259		11.38		17,109,753
Band 8	1,967,266.335		11.35		22,328,473
Band 9	100,319.509		11.34		1,137,623
Band 10	3,692,592.648		11.32		41,800,149
Band 11	737,799.141		11.31		8,344,508
Band 12	225,420.390		11.29		2,544,996
Band 13	1,481,272.471		11.28		16,708,753
Band 14	2,293,798.430		11.24		25,782,294
Band 15	1,679,055.362		11.23		18,855,792
Band 16	157,790.592		11.20		1,767,255
Band 17	2,011,911.295		11.18		22,493,168
Band 18	25,117.984		11.17		280,568
Band 19	191,955.214		11.14		2,138,381
Band 20	871,633.837		11.26		9,814,597
Band 21	119,764.647		11.21		1,342,562

214

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 (continued)
Band 25	760.513	$	11.55	$	8,784
Band 26	54,468.916		11.54		628,571
Band 27	7,425.670		11.44		84,950
Band 28	7,188.158		11.40		81,945
Band 29	117,505.511		11.38		1,337,213
Band 30	7,599.523		11.29		85,799
Band 31	3,437.119		11.24		38,633
Band 35	19,660.496		17.01		334,425
Band 36	3,220.422		16.82		54,167
Band 37	11,262.317		16.67		187,743
Band 38	298,014.145		16.77		4,997,697
Band 39	26,939.946		16.58		446,664
Band 40	26,303.477		16.43		432,166
Band 41	28,791.610		11.29		325,057
Band 42	15,179.017		11.23		170,460
Band 43	34,816.990		11.19		389,602
Band 45	6,607.724		11.03		72,883
Band 46	1,447,072.388		11.15		16,134,857
Band 47	247,483.726		11.11		2,749,544
Band 50	286.678		11.28		3,234
Band 51	471.113		11.19		5,272
Band 52	2,360.606		11.38		26,864
Band 55	14,228.499		11.35		161,493
Band 56	215,477.661		11.48		2,473,684
Band 57	23,770.742		11.31		268,847
	23,191,935.695			$	263,995,818
ING Euro STOXX 50 Index Portfolio - Class A
Contracts in accumulation period:
Band 6	113,072.915	$	8.79	$	993,911
Band 7	22,581.431		8.79		198,491
Band 8	17,995.310		8.77		157,819
Band 9	3,350.441		8.77		29,383
Band 10	169,739.400		8.76		1,486,917
Band 11	12,538.331		8.76		109,836
Band 13	14,689.894		8.75		128,537
Band 14	25,404.835		8.74		222,038
Band 15	55,334.678		8.73		483,072
Band 16	570.135		8.72		4,972
Band 17	22,694.636		8.72		197,897
Band 19	3,089.017		8.70		26,874
Band 20	54,868.757		8.74		479,553
Band 21	218.134		8.73		1,904
Band 27	882.060		8.81		7,771
Band 38	337.929		8.83		2,984
Band 46	17,195.559		8.70		149,601
Band 47	109.526		8.69		952
Band 56	6,373.065		8.82		56,210
	541,046.053			$	4,738,722

215

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING FTSE 100 Index Portfolio - Class A
Contracts in accumulation period:
Band 6	76,850.664	$	11.02	$	846,894
Band 7	4,701.847		11.01		51,767
Band 8	16,699.227		11.00		183,691
Band 9	311.456		10.99		3,423
Band 10	95,140.106		10.98		1,044,638
Band 11	9,573.434		10.98		105,116
Band 12	3,200.177		10.97		35,106
Band 13	7,137.655		10.96		78,229
Band 14	28,966.405		10.95		317,182
Band 15	14,589.603		10.94		159,610
Band 16	423.259		10.93		4,626
Band 17	29,128.622		10.92		318,085
Band 18	7,214.526		10.92		78,783
Band 19	2,684.662		10.90		29,263
Band 20	9,227.932		10.96		101,138
Band 29	554.892		11.01		6,109
Band 38	286.038		11.07		3,166
Band 42	957.841		10.94		10,479
Band 46	16,827.935		10.91		183,593
Band 47	3,016.993		10.89		32,855
Band 56	163.118		11.05		1,802
	327,656.392			$	3,595,555
ING Hang Seng Index Portfolio - Class S
Contracts in accumulation period:
Band 4	28,020.216	$	13.78	$	386,119
Band 5	354.830		13.77		4,886
Band 6	1,477,004.148		13.74		20,294,037
Band 7	166,799.491		13.73		2,290,157
Band 8	384,994.364		13.71		5,278,273
Band 9	17,903.609		13.70		245,279
Band 10	1,180,071.026		13.68		16,143,372
Band 11	145,964.724		13.67		1,995,338
Band 12	27,622.023		13.66		377,317
Band 13	248,033.315		13.65		3,385,655
Band 14	490,238.861		13.63		6,681,956
Band 15	514,971.655		13.61		7,008,764
Band 16	29,066.743		13.59		395,017
Band 17	415,910.652		13.58		5,648,067
Band 18	3,221.688		13.57		43,718
Band 19	8,441.595		13.54		114,299
Band 20	125,473.199		13.64		1,711,454
Band 21	9,604.686		13.60		130,624
Band 26	21,460.061		13.85		297,222
Band 27	5,968.670		13.78		82,248
Band 28	2,190.881		13.74		30,103
Band 29	1,891.908		13.73		25,976

216

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 (continued)
Band 31	207.292	$	13.62	$	2,823
Band 38	4,120.426		13.84		57,027
Band 41	4,203.786		13.66		57,424
Band 42	762.863		13.61		10,383
Band 43	652.404		13.58		8,860
Band 46	591,229.328		13.55		8,011,157
Band 47	45,722.613		13.52		618,170
Band 56	39,962.686		13.80		551,485
Band 57	263.397		13.67		3,601
	5,992,333.140			$	81,890,811
ING Index Plus LargeCap Portfolio - Class S
Contracts in accumulation period:
Band 2	8,825.280	$	10.27	$	90,636
Band 4	49,366.682		10.02		494,654
Band 5	20,697.921		9.98		206,565
Band 6	1,008,073.567		9.88		9,959,767
Band 7	884,341.459		9.83		8,693,077
Band 8	647,789.683		9.74		6,309,472
Band 9	531,145.968		9.69		5,146,804
Band 10	1,038,512.884		9.65		10,021,649
Band 11	198,595.726		9.60		1,906,519
Band 12	161,650.751		9.55		1,543,765
Band 13	1,294,912.496		9.51		12,314,618
Band 14	1,266,072.051		9.42		11,926,399
Band 15	927,564.506		9.37		8,691,279
Band 16	63,553.495		9.28		589,776
Band 17	994,062.610		9.24		9,185,139
Band 18	16,721.381		9.19		153,669
Band 19	121,874.214		9.10		1,109,055
Band 20	724,865.023		9.46		6,857,223
Band 21	133,697.973		9.33		1,247,402
Band 26	2,357,493.847		10.31		24,305,762
Band 27	1,449,598.630		10.02		14,524,978
Band 28	872,604.646		9.88		8,621,334
Band 29	83,051.756		9.83		816,399
Band 30	22,121.503		9.55		211,260
Band 31	26,699.792		9.41		251,245
Band 35	288,639.694		10.51		3,033,603
Band 36	27,044.569		10.32		279,100
Band 37	16,528.221		10.17		168,092
Band 38	295,030.912		13.00		3,835,402
Band 39	69,816.760		12.81		894,353
Band 40	36,645.281		12.66		463,929
Band 41	36,498.272		11.80		430,680
Band 42	18,280.019		11.63		212,597
Band 43	61,749.155		11.50		710,115
Band 44	229.053		10.26		2,350
Band 45	12,717.820		10.08		128,196
Band 46	346,809.326		9.72		3,370,987

217

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
(continued)
Band 47	34,595.968	$	9.63	$	333,159
Band 49	264,250.143		8.66		2,288,406
Band 56	3,204.277		8.92		28,582
	16,415,933.314			$	161,357,997
ING Index Plus MidCap Portfolio - Class S
Contracts in accumulation period:
Band 2	1,545.753	$	13.47	$	20,821
Band 4	81,100.640		14.92		1,210,022
Band 5	14,468.434		15.03		217,461
Band 6	1,204,163.853		13.12		15,798,630
Band 7	401,902.684		14.81		5,952,179
Band 8	702,178.705		12.98		9,114,280
Band 9	236,175.342		14.60		3,448,160
Band 10	1,163,968.126		12.52		14,572,881
Band 11	190,119.163		12.85		2,443,031
Band 12	39,170.707		12.81		501,777
Band 13	573,103.026		14.32		8,206,835
Band 14	760,861.618		12.68		9,647,725
Band 15	609,244.411		14.12		8,602,531
Band 16	45,203.955		12.55		567,310
Band 17	970,504.560		12.51		12,141,012
Band 18	865.234		12.46		10,781
Band 19	27,745.535		12.02		333,501
Band 20	261,090.646		12.36		3,227,080
Band 21	137,689.433		12.23		1,683,942
Band 26	337,983.725		15.54		5,252,267
Band 27	188,550.860		15.10		2,847,118
Band 28	80,415.795		14.88		1,196,587
Band 29	60,499.148		14.81		895,992
Band 30	33,168.031		14.39		477,288
Band 31	37,177.130		14.18		527,172
Band 34	130.605		13.33		1,741
Band 35	171,022.892		15.84		2,709,003
Band 36	24,243.132		15.54		376,738
Band 37	6,071.609		15.32		93,017
Band 38	402,584.285		16.32		6,570,176
Band 39	103,862.400		16.07		1,669,069
Band 40	37,026.271		15.89		588,347
Band 41	31,962.873		14.38		459,626
Band 42	25,708.471		14.17		364,289
Band 43	63,184.661		14.01		885,217
Band 44	193.016		12.21		2,357
Band 45	12,468.445		11.73		146,255
Band 46	572,998.528		11.35		6,503,533
Band 47	58,002.362		11.24		651,947
Band 49	143,953.470		9.69		1,394,909
Band 50	555.532		10.56		5,866
Band 55	4,925.379		10.68		52,603
Band 56	7,007.691		10.30		72,179
	9,824,798.136			$	131,443,255

218

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	1,062.413	$	12.75	$	13,546
Band 4	60,478.417		14.21		859,398
Band 5	15,499.994		14.81		229,555
Band 6	987,422.081		12.41		12,253,908
Band 7	286,449.364		14.60		4,182,161
Band 8	519,024.920		12.29		6,378,816
Band 9	199,705.478		14.39		2,873,762
Band 10	1,018,778.209		11.82		12,041,958
Band 11	173,218.616		12.16		2,106,338
Band 12	22,716.701		12.12		275,326
Band 13	594,432.216		14.12		8,393,383
Band 14	687,192.839		12.00		8,246,314
Band 15	440,060.167		13.92		6,125,638
Band 16	47,699.242		11.88		566,667
Band 17	781,772.333		11.84		9,256,184
Band 18	3,625.656		11.80		42,783
Band 19	49,602.813		11.34		562,496
Band 20	198,366.032		11.66		2,312,948
Band 21	88,732.064		11.54		1,023,968
Band 26	245,499.302		15.32		3,761,049
Band 27	123,137.368		14.88		1,832,284
Band 28	67,943.008		14.67		996,724
Band 29	49,684.110		14.60		725,388
Band 30	26,211.086		14.18		371,673
Band 31	21,895.189		13.98		306,095
Band 34	24.256		13.14		319
Band 35	86,982.502		15.61		1,357,797
Band 36	5,096.808		15.32		78,083
Band 37	2,101.700		15.10		31,736
Band 38	182,934.325		15.68		2,868,410
Band 39	30,916.080		15.45		477,653
Band 40	9,727.667		15.28		148,639
Band 41	28,386.382		13.69		388,610
Band 42	14,371.530		13.49		193,872
Band 43	69,145.031		13.34		922,395
Band 44	1,277.952		11.56		14,773
Band 45	10,847.077		11.05		119,860
Band 46	529,325.953		10.27		5,436,178
Band 47	51,313.743		10.18		522,374
Band 49	113,802.213		9.17		1,043,566
Band 52	231.386		9.76		2,258
Band 55	2,919.516		9.72		28,378
Band 56	50,955.755		10.58		539,112
	7,900,569.494			$	99,912,375

219

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	918.634	$	8.18	$	7,514
Band 4	27,888.039		8.12		226,451
Band 5	2,642.845		8.11		21,433
Band 6	1,156,597.964		8.09		9,356,878
Band 7	692,293.400		8.08		5,593,731
Band 8	667,676.609		8.06		5,381,473
Band 9	71,549.730		8.04		575,260
Band 10	1,270,770.912		8.03		10,204,290
Band 11	257,003.823		8.02		2,061,171
Band 12	42,289.454		8.01		338,739
Band 13	391,364.685		8.00		3,130,917
Band 14	676,623.536		7.98		5,399,456
Band 15	571,743.521		7.97		4,556,796
Band 16	7,730.101		7.94		61,377
Band 17	517,282.411		7.93		4,102,050
Band 19	17,787.839		7.90		140,524
Band 20	233,417.792		7.99		1,865,008
Band 21	19,562.518		7.95		155,522
Band 25	197.097		14.90		2,937
Band 26	100,626.725		8.19		824,133
Band 27	47,490.670		8.12		385,624
Band 28	43,198.470		8.09		349,476
Band 29	18,589.543		8.08		150,204
Band 30	7,566.199		8.01		60,605
Band 31	954.482		7.98		7,617
Band 35	27,911.975		14.94		417,005
Band 36	2,332.575		14.89		34,732
Band 37	4,253.297		14.85		63,161
Band 38	250,707.128		8.18		2,050,784
Band 39	54,363.644		14.82		805,669
Band 40	12,174.271		14.78		179,936
Band 41	7,865.447		8.01		63,002
Band 42	4,527.256		7.97		36,082
Band 43	10,236.061		7.93		81,172
Band 44	213.985		7.86		1,682
Band 45	1,100.999		7.82		8,610
Band 46	330,300.265		7.91		2,612,675
Band 47	66,407.701		7.88		523,293
Band 49	165,100.461		11.40		1,882,145
Band 56	162,647.163		8.15		1,325,574
Band 57	752.589		8.02		6,036
	7,944,661.816			$	65,050,744

220

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING Japan TOPIX Index® Portfolio - Class A
Contracts in accumulation period:
Band 4	185.836	$	11.07	$	2,057
Band 6	63,936.282		11.05		706,496
Band 7	143,529.312		11.04		1,584,564
Band 8	37,652.614		11.03		415,308
Band 9	1,032.479		11.02		11,378
Band 10	161,676.917		11.01		1,780,063
Band 11	21,607.280		11.01		237,896
Band 12	5,714.060		11.00		62,855
Band 13	10,394.012		10.99		114,230
Band 14	42,961.862		10.98		471,721
Band 15	33,250.943		10.97		364,763
Band 16	2,337.314		10.96		25,617
Band 17	68,820.818		10.95		753,588
Band 19	2,710.063		10.93		29,621
Band 20	41,311.300		10.99		454,011
Band 26	752.613		11.11		8,362
Band 38	156.266		11.10		1,735
Band 41	87.836		11.00		966
Band 46	121,864.142		10.94		1,333,194
Band 47	3,430.377		10.92		37,460
Band 56	6,176.499		11.08		68,436
	769,588.825			$	8,464,321
ING Russell™ Large Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	3,435.195	$	13.08	$	44,932
Band 3	1,906.767		13.02		24,826
Band 4	28,032.086		14.11		395,533
Band 5	39,681.040		14.10		559,503
Band 6	1,455,162.203		14.07		20,474,132
Band 7	1,210,244.333		14.06		17,016,035
Band 8	253,938.029		14.04		3,565,290
Band 9	72,869.868		14.02		1,021,636
Band 10	980,479.780		14.01		13,736,522
Band 11	503,488.863		14.00		7,048,844
Band 12	369,472.340		13.99		5,168,918
Band 13	621,151.895		13.97		8,677,492
Band 14	1,419,969.564		13.95		19,808,575
Band 15	302,452.224		13.94		4,216,184
Band 16	26,401.265		13.91		367,242
Band 17	793,302.637		13.90		11,026,907
Band 18	14,899.829		13.89		206,959
Band 19	59,353.754		13.86		822,643
Band 20	1,118,326.953		13.96		15,611,844
Band 21	111,522.649		13.92		1,552,395
Band 25	8,300.535		13.10		108,737
Band 26	132,522.501		14.18		1,879,169

221

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 (continued)
Band 27	82,509.957	$	14.11	$	1,164,215
Band 28	39,022.163		14.07		549,042
Band 29	67,769.794		14.06		952,843
Band 30	9,116.013		13.99		127,533
Band 31	30,002.110		13.95		418,529
Band 35	85,980.152		14.23		1,223,498
Band 36	1,894.204		14.18		26,860
Band 37	560.843		14.15		7,936
Band 38	26,669.041		14.17		377,900
Band 39	8,686.381		14.12		122,652
Band 40	12,921.337		14.08		181,932
Band 41	19,746.916		13.99		276,259
Band 42	13,472.103		13.94		187,801
Band 43	20,093.953		13.90		279,306
Band 46	194,660.854		13.88		2,701,893
Band 47	27,687.583		13.84		383,196
Band 54	2,734.334		13.93		38,089
Band 55	1,873.118		14.04		26,299
Band 56	13,184.873		14.13		186,302
Band 57	2,335.822		14.00		32,702
	10,187,835.861			$	142,599,105
ING Russell™ Large Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 1	5,915.787	$	9.06	$	53,597
Band 2	207,126.770		9.12		1,888,996
Band 3	2,014.184		14.22		28,642
Band 4	231,933.917		9.06		2,101,321
Band 5	140,441.065		9.05		1,270,992
Band 6	5,649,134.058		9.02		50,955,189
Band 7	4,030,871.497		9.01		36,318,152
Band 8	5,375,801.482		8.99		48,328,455
Band 9	646,133.395		8.97		5,795,817
Band 10	3,433,710.535		8.96		30,766,046
Band 11	5,831,461.091		8.95		52,191,577
Band 12	998,453.753		8.94		8,926,177
Band 13	2,936,570.164		8.92		26,194,206
Band 14	3,660,782.289		8.90		32,580,962
Band 15	1,491,908.855		8.89		13,263,070
Band 16	78,577.918		8.86		696,200
Band 17	1,501,855.679		8.85		13,291,423
Band 18	45,796.958		8.84		404,845
Band 19	142,162.006		8.81		1,252,447
Band 20	1,252,325.745		8.91		11,158,222
Band 21	227,259.448		8.87		2,015,791
Band 22	27.078		13.00		352
Band 23	7,297.757		12.97		94,652
Band 25	22,334.920		14.33		320,059

222

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
(continued)
Band 26	142,524.694	$	9.14	$	1,302,676
Band 27	77,504.434		9.06		702,190
Band 28	46,480.042		9.02		419,250
Band 29	114,143.178		9.01		1,028,430
Band 30	25,481.226		8.94		227,802
Band 31	11,242.656		8.90		100,060
Band 38	38,222.713		9.12		348,591
Band 41	79,881.706		8.94		714,142
Band 42	11,054.711		8.89		98,276
Band 43	71,318.682		8.85		631,170
Band 45	278.246		8.73		2,429
Band 46	770,234.365		8.82		6,793,467
Band 47	118,752.134		8.79		1,043,831
Band 50	12,669.226		8.92		113,009
Band 56	284,087.551		9.09		2,582,356
Band 57	1,683.029		8.95		15,063
Band 60	355.108		8.97		3,185
	39,725,810.052			$	356,023,117
ING Russell™ Large Cap Value Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	641.623	$	13.81	$	8,861
Band 4	57,219.011		13.75		786,761
Band 6	194,823.462		13.71		2,671,030
Band 7	175,163.112		13.70		2,399,735
Band 8	170,983.056		13.67		2,337,338
Band 9	97,960.678		13.66		1,338,143
Band 10	200,933.960		13.65		2,742,749
Band 11	92,051.641		13.64		1,255,584
Band 12	1,462.718		13.63		19,937
Band 13	224,171.067		13.61		3,050,968
Band 14	217,481.787		13.59		2,955,577
Band 15	202,475.680		13.58		2,749,620
Band 16	5,134.863		13.55		69,577
Band 17	178,884.473		13.54		2,422,096
Band 18	142.141		13.53		1,923
Band 19	441.215		13.51		5,961
Band 20	77,313.329		13.60		1,051,461
Band 21	40,775.721		13.57		553,327
Band 26	177,815.234		13.82		2,457,407
Band 27	166,304.162		13.74		2,285,019
Band 28	62,967.122		13.71		863,279
Band 29	27,250.282		13.70		373,329
Band 30	15,289.893		13.62		208,248
Band 31	17,824.246		13.59		242,232
Band 38	248.063		13.81		3,426
Band 41	8,827.146		13.63		120,314
Band 42	5,678.837		13.58		77,119

223

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 (continued)
Band 43	45,519.939	$	13.54	$	616,340
Band 45	658.325		13.42		8,835
Band 46	79,615.149		13.52		1,076,397
Band 47	13,780.764		13.48		185,765
Band 51	3,117.704		13.54		42,214
Band 56	18,105.500		13.77		249,313
	2,581,061.903			$	35,229,885
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
Contracts in accumulation period:
Band 2	45,667.506	$	16.24	$	741,640
Band 3	2,741.590		16.14		44,249
Band 4	80,859.903		16.17		1,307,505
Band 5	49,507.017		16.16		800,033
Band 6	2,632,553.414		16.13		42,463,087
Band 7	1,117,705.531		16.11		18,006,236
Band 8	1,976,186.311		16.08		31,777,076
Band 9	245,449.597		16.07		3,944,375
Band 10	2,324,537.775		16.06		37,332,077
Band 11	2,482,145.440		16.04		39,813,613
Band 12	415,384.232		16.03		6,658,609
Band 13	1,252,894.006		16.01		20,058,833
Band 14	1,892,550.333		15.99		30,261,880
Band 15	801,913.514		15.97		12,806,559
Band 16	57,632.267		15.94		918,658
Band 17	1,195,307.767		15.93		19,041,253
Band 18	26,085.244		15.92		415,277
Band 19	52,745.235		15.89		838,122
Band 20	749,319.332		16.00		11,989,109
Band 21	105,503.546		15.96		1,683,837
Band 25	13,657.897		16.27		222,214
Band 26	30,836.666		16.25		501,096
Band 27	19,644.810		16.17		317,657
Band 28	2,783.965		16.13		44,905
Band 29	30,589.391		16.11		492,795
Band 30	5,637.528		16.03		90,370
Band 31	293.495		15.99		4,693
Band 38	44,158.462		16.24		717,133
Band 41	18,096.677		16.03		290,090
Band 42	1,754.636		15.97		28,022
Band 43	30,405.460		15.93		484,359
Band 45	653.961		15.79		10,326
Band 46	720,648.867		15.90		11,458,317
Band 47	43,273.480		15.86		686,317
Band 50	2,606.581		16.02		41,757
Band 51	1,533.594		15.93		24,430
Band 54	433.000		15.96		6,911

224

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 (continued)
Band 55	488.421	$	16.09	$	7,859
Band 56	97,479.386		16.20		1,579,166
Band 57	6,877.929		16.04		110,322
Band 59	685.991		15.89		10,900
	18,579,229.757			$	298,031,667
ING Russell™ Mid Cap Index Portfolio - Class S
Contracts in accumulation period:
Band 2	3,321.813	$	10.52	$	34,945
Band 4	19,619.861		10.44		204,831
Band 5	5,853.305		10.43		61,050
Band 6	1,854,423.542		10.40		19,286,005
Band 7	667,996.164		10.39		6,940,480
Band 8	1,182,183.782		10.36		12,247,424
Band 9	79,361.412		10.34		820,597
Band 10	2,724,465.613		10.33		28,143,730
Band 11	612,676.281		10.31		6,316,692
Band 12	78,462.303		10.30		808,162
Band 13	674,521.513		10.29		6,940,826
Band 14	682,864.533		10.26		7,006,190
Band 15	971,877.047		10.24		9,952,021
Band 16	20,646.521		10.21		210,801
Band 17	663,918.074		10.20		6,771,964
Band 18	964.135		10.19		9,825
Band 19	30,185.769		10.16		306,687
Band 20	301,367.555		10.27		3,095,045
Band 21	18,259.658		10.23		186,796
Band 26	29,845.690		10.53		314,275
Band 27	19,375.347		10.44		202,279
Band 28	6,122.229		10.40		63,671
Band 29	10,465.073		10.39		108,732
Band 30	5,372.157		10.30		55,333
Band 31	2,073.515		10.26		21,274
Band 38	16,668.661		10.52		175,354
Band 41	6,708.538		10.30		69,098
Band 42	3,484.540		10.24		35,682
Band 43	6,199.031		10.20		63,230
Band 46	612,161.616		10.17		6,225,684
Band 47	129,023.290		10.13		1,307,006
Band 56	269,775.521		10.47		2,824,550
Band 57	5,061.891		10.32		52,239
Band 59	411.647		10.16		4,182
	11,715,717.627			$	120,866,660

225

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 1	648.935	$	10.93	$	7,093
Band 2	1,780.147		10.92		19,439
Band 4	48,576.795		10.84		526,572
Band 5	28,493.380		10.83		308,583
Band 6	1,880,369.220		10.80		20,307,988
Band 7	1,415,119.004		10.78		15,254,983
Band 8	1,667,334.585		10.75		17,923,847
Band 9	105,578.306		10.74		1,133,911
Band 10	2,760,385.965		10.72		29,591,338
Band 11	816,183.160		10.71		8,741,322
Band 12	186,026.266		10.69		1,988,621
Band 13	1,054,400.100		10.68		11,260,993
Band 14	1,359,241.864		10.65		14,475,926
Band 15	1,007,544.752		10.63		10,710,201
Band 16	48,816.138		10.60		517,451
Band 17	1,207,535.535		10.59		12,787,801
Band 18	10,520.166		10.57		111,198
Band 19	25,377.954		10.54		267,484
Band 20	764,004.190		10.66		8,144,285
Band 21	36,463.751		10.62		387,245
Band 25	8,337.889		10.95		91,300
Band 26	48,465.308		10.93		529,726
Band 27	26,550.207		10.84		287,804
Band 28	8,936.328		10.80		96,512
Band 29	40,552.046		10.78		437,151
Band 30	5,584.701		10.69		59,700
Band 31	1,203.735		10.65		12,820
Band 38	23,521.945		10.92		256,860
Band 41	9,071.603		10.69		96,975
Band 42	4,970.125		10.64		52,882
Band 43	11,418.618		10.59		120,923
Band 46	998,816.486		10.56		10,547,502
Band 47	150,555.454		10.51		1,582,338
Band 52	390.893		10.78		4,214
Band 56	494,818.177		10.87		5,378,674
Band 57	2,899.771		10.71		31,057
Band 59	1,712.230		10.55		18,064
	16,262,205.729			$	174,070,783




226

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	3,334.514	$	11.08	$	36,946
Band 4	25,618.645		11.01		282,061
Band 5	4,080.520		11.00		44,886
Band 6	1,686,231.357		10.97		18,497,958
Band 7	435,427.349		10.95		4,767,929
Band 8	579,000.427		10.92		6,322,685
Band 9	30,272.342		10.91		330,271
Band 10	1,764,764.620		10.89		19,218,287
Band 11	248,836.491		10.88		2,707,341
Band 12	44,467.755		10.86		482,920
Band 13	494,419.620		10.85		5,364,453
Band 14	682,438.679		10.82		7,383,987
Band 15	730,562.363		10.80		7,890,074
Band 16	70,395.555		10.77		758,160
Band 17	651,458.553		10.76		7,009,694
Band 18	3,411.145		10.74		36,636
Band 19	18,335.557		10.71		196,374
Band 20	233,281.938		10.83		2,526,443
Band 21	48,297.634		10.79		521,131
Band 25	2,981.131		10.65		31,749
Band 26	67,550.483		11.10		749,810
Band 27	79,323.556		11.01		873,352
Band 28	13,853.526		10.96		151,835
Band 29	11,569.876		10.95		126,690
Band 30	7,702.142		10.86		83,645
Band 31	268.889		10.82		2,909
Band 35	38,261.292		16.38		626,720
Band 36	8,505.056		16.08		136,761
Band 37	1,216.842		15.87		19,311
Band 38	328,705.032		18.44		6,061,321
Band 39	68,907.771		18.17		1,252,054
Band 40	10,086.063		17.97		181,247
Band 41	6,651.446		10.86		72,235
Band 42	2,489.291		10.80		26,884
Band 43	20,836.428		10.76		224,200
Band 46	506,954.518		10.73		5,439,622
Band 47	47,714.934		10.68		509,595
Band 51	611.817		10.76		6,583
Band 55	3,466.926		10.92		37,859
Band 56	130,750.457		11.04		1,443,485
Band 57	1,374.917		10.88		14,959
	9,114,417.457			$	102,451,062

227

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	1,242.806	$	11.21	$	13,932
Band 3	412.177		11.31		4,662
Band 4	91,062.214		11.13		1,013,522
Band 5	17,017.444		11.11		189,064
Band 6	3,163,184.242		11.08		35,048,081
Band 7	1,016,025.884		11.07		11,247,407
Band 8	1,334,264.468		11.04		14,730,280
Band 9	159,268.879		11.02		1,755,143
Band 10	3,769,609.405		11.01		41,503,400
Band 11	709,326.732		10.99		7,795,501
Band 12	212,506.870		10.98		2,333,325
Band 13	1,315,739.919		10.96		14,420,510
Band 14	1,484,473.635		10.93		16,225,297
Band 15	1,352,837.625		10.92		14,772,987
Band 16	234,211.847		10.88		2,548,225
Band 17	2,023,217.324		10.87		21,992,372
Band 18	3,902.603		10.85		42,343
Band 19	55,786.373		10.82		603,609
Band 20	681,132.500		10.95		7,458,401
Band 21	76,352.136		10.90		832,238
Band 25	8,596.688		11.43		98,260
Band 26	118,891.418		11.22		1,333,962
Band 27	67,800.228		11.13		754,617
Band 28	13,416.977		11.08		148,660
Band 29	83,077.814		11.07		919,671
Band 30	10,454.515		10.98		114,791
Band 31	4,500.548		10.93		49,191
Band 35	38,595.850		11.29		435,747
Band 36	20,948.745		11.22		235,045
Band 37	8,022.453		11.18		89,691
Band 38	646,868.488		11.21		7,251,396
Band 39	187,743.080		11.15		2,093,335
Band 40	77,812.149		11.10		863,715
Band 41	26,359.196		10.98		289,424
Band 42	4,888.285		10.92		53,380
Band 43	34,787.274		10.87		378,138
Band 45	873.153		10.72		9,360
Band 46	1,221,701.886		10.84		13,243,248
Band 47	165,685.364		10.79		1,787,745
Band 55	8,380.749		11.04		92,523
Band 56	689,109.768		11.16		7,690,465
Band 57	17,146.204		10.99		188,437
Band 59	331.813		10.83		3,594
	21,157,567.728			$	232,654,694

228

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	31,323.050	$	8.16	$	255,596
Band 5	8,734.709		8.07		70,489
Band 6	4,398,876.006		8.13		35,762,862
Band 7	333,060.885		8.12		2,704,454
Band 8	1,538,406.889		8.09		12,445,712
Band 9	20,710.244		8.08		167,339
Band 10	8,081,997.729		8.07		65,221,722
Band 11	818,579.267		8.06		6,597,749
Band 12	38,074.123		8.04		306,116
Band 13	1,372,235.940		8.03		11,019,055
Band 14	1,100,968.682		8.01		8,818,759
Band 15	2,253,901.390		8.00		18,031,211
Band 16	122,300.854		7.97		974,738
Band 17	1,146,514.466		7.96		9,126,255
Band 18	11,560.576		7.95		91,907
Band 19	36,541.908		7.92		289,412
Band 20	749,998.178		8.02		6,014,985
Band 21	15,855.541		7.98		126,527
Band 26	10,609.598		8.15		86,468
Band 27	12,668.845		8.08		102,364
Band 28	5,910.766		8.05		47,582
Band 29	3,284.234		8.03		26,372
Band 35	25,922.923		8.29		214,901
Band 36	8,219.186		8.24		67,726
Band 38	98,832.012		8.23		813,387
Band 39	37,118.126		8.18		303,626
Band 40	16,956.584		8.14		138,027
Band 41	11,697.655		7.97		93,230
Band 42	4,356.745		7.93		34,549
Band 43	1,950.278		7.89		15,388
Band 46	1,654,823.418		7.94		13,139,298
Band 47	377,940.500		7.90		2,985,730
Band 54	4,231.697		7.99		33,811
Band 55	2,409.192		8.09		19,490
Band 56	608,102.065		8.19		4,980,356
Band 57	20,071.412		8.06		161,776
Band 59	464.811		7.93		3,686
Band 60	1,285.863		8.08		10,390
	24,986,496.347			$	201,303,045




229

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ING International Value Portfolio - Class S
Contracts in accumulation period:
Band 35	86,396.174	$	14.32	$	1,237,193
Band 36	16,206.092		14.07		228,020
Band 37	10,000.308		13.88		138,804
Band 38	336,065.939		15.55		5,225,825
Band 39	146,818.220		15.32		2,249,255
Band 40	24,204.582		15.15		366,699
	619,691.315			$	9,445,796
ING MidCap Opportunities Portfolio - Class S
Currently payable annuity contracts:	188.067	$	12.20	$	2,294
Contracts in accumulation period:
Band 1	31,697.632		11.73		371,813
Band 2	363,259.081		12.20		4,431,761
Band 3	1,386.277		11.78		16,330
Band 4	130,283.594		11.90		1,550,375
Band 5	118,457.938		11.84		1,402,542
Band 6	4,756,550.766		11.73		55,794,340
Band 7	3,660,850.263		11.67		42,722,123
Band 8	2,982,869.673		11.56		34,481,973
Band 9	593,833.389		11.50		6,829,084
Band 10	3,637,309.391		11.44		41,610,819
Band 11	3,452,663.766		11.39		39,325,840
Band 12	913,586.592		11.33		10,350,936
Band 13	2,888,373.126		11.28		32,580,849
Band 14	4,031,989.863		11.17		45,037,327
Band 15	1,172,403.022		11.11		13,025,398
Band 16	113,177.767		11.00		1,244,955
Band 17	1,704,094.990		10.95		18,659,840
Band 18	44,822.005		10.89		488,112
Band 19	330,538.518		10.79		3,566,511
Band 20	1,723,942.902		11.22		19,342,639
Band 21	152,735.016		11.06		1,689,249
Band 22	78.686		11.59		912
Band 23	11,664.328		11.54		134,606
Band 24	129.966		12.81		1,665
Band 25	40,637.476		12.32		500,654
Band 26	45,571.792		11.68		532,279
Band 27	33,080.220		11.59		383,400
Band 28	15,652.711		11.54		180,632
Band 29	9,048.792		11.52		104,242
Band 30	3,363.150		11.43		38,441
Band 31	2,527.543		11.38		28,763
Band 35	54,180.448		17.58		952,492
Band 36	5,282.747		17.26		91,180
Band 37	1,023.975		17.03		17,438
Band 38	365,999.495		20.50		7,502,990
Band 39	51,680.685		20.20		1,043,950
Band 40	8,529.386		19.97		170,332

230

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
(continued)
Band 41	1,139.096	$	11.43	$	13,020
Band 43	18,828.415		11.32		213,138
Band 45	2,166.550		11.17		24,200
Band 46	645,568.559		15.09		9,741,630
Band 47	140,134.609		14.95		2,095,012
Band 50	3,143.640		11.42		35,900
Band 56	84,743.556		11.62		984,720
Band 57	17,575.762		11.45		201,242
Band 60	1,808.945		11.48		20,767
	34,368,574.170			$	399,538,715
ING SmallCap Opportunities Portfolio - Class S
Contracts in accumulation period:
Band 2	2,252.599	$	9.90	$	22,301
Band 4	18,978.233		9.67		183,520
Band 5	77,952.714		9.62		749,905
Band 6	919,413.561		9.53		8,762,011
Band 7	964,109.423		9.48		9,139,757
Band 8	196,788.871		9.39		1,847,847
Band 9	58,239.328		9.34		543,955
Band 10	559,738.577		9.29		5,199,971
Band 11	314,195.054		9.25		2,906,304
Band 12	286,726.576		9.20		2,637,884
Band 13	580,519.975		9.16		5,317,563
Band 14	1,136,270.146		9.07		10,305,970
Band 15	196,291.442		9.02		1,770,549
Band 16	31,463.217		8.94		281,281
Band 17	548,730.042		8.89		4,878,210
Band 18	16,511.304		8.85		146,125
Band 19	72,596.661		8.76		635,947
Band 20	707,540.890		9.11		6,445,698
Band 21	87,989.984		8.98		790,150
Band 25	39,225.413		10.00		392,254
Band 26	4,832.781		15.96		77,131
Band 27	3,812.069		15.69		59,811
Band 28	599.909		15.55		9,329
Band 29	164.348		15.51		2,549
Band 30	4,425.873		15.24		67,450
Band 35	38,933.704		10.15		395,177
Band 36	9,585.764		9.95		95,378
Band 38	101,200.706		18.69		1,891,441
Band 39	22,363.743		18.41		411,717
Band 40	6,094.625		18.20		110,922
Band 41	3,241.745		15.25		49,437
Band 42	82.633		15.07		1,245
Band 43	4,015.172		14.94		59,987
Band 46	127,524.372		13.57		1,730,506
Band 47	13,291.576		13.44		178,639
	7,155,703.030			$	68,097,921

231

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
Invesco V.I. Leisure Fund - Series I Shares
Contracts in accumulation period:
Band 4	3,943.466	$	12.55	$	49,490
Band 5	5,507.337		12.49		68,787
Band 6	197,329.492		12.38		2,442,939
Band 7	214,497.861		12.33		2,644,759
Band 8	51,309.219		12.22		626,999
Band 9	21,001.873		12.17		255,593
Band 10	189,811.350		12.11		2,298,615
Band 11	50,674.897		12.06		611,139
Band 12	86,531.447		12.01		1,039,243
Band 13	118,820.789		11.95		1,419,908
Band 14	242,023.455		11.85		2,867,978
Band 15	68,497.736		11.80		808,273
Band 16	1,164.526		11.69		13,613
Band 17	131,113.895		11.64		1,526,166
Band 18	627.234		11.59		7,270
Band 19	39,540.704		11.49		454,323
Band 20	160,816.815		11.90		1,913,720
Band 21	21,922.462		11.74		257,370
Band 26	15,907.409		12.88		204,887
Band 27	14,973.052		12.54		187,762
Band 28	2,640.886		12.38		32,694
Band 29	2,527.999		12.33		31,170
Band 30	4,928.075		12.00		59,137
Band 41	4,724.276		12.33		58,250
Band 42	1,760.128		12.15		21,386
Band 43	12,735.675		12.02		153,083
Band 45	1,920.692		10.44		20,052
Band 46	34,406.806		10.17		349,917
Band 47	7,618.250		10.07		76,716
	1,709,277.806			$	20,501,239
Legg Mason ClearBridge Variable Large Cap Value
Portfolio - Class I
Contracts in accumulation period:
Band 22	365.991	$	8.23	$	3,012
Band 23	9,227.297		8.18		75,479
	9,593.288			$	78,491
Legg Mason Global Currents Variable International All
Cap Opportunity Portfolio
Contracts in accumulation period:
Band 22	21.776	$	13.68	$	298
Band 23	2,893.706		13.36		38,660
	2,915.482			$	38,958

232

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
Legg Mason Western Asset Variable High Income
Portfolio
Contracts in accumulation period:
Band 22	73.452	$	21.68	$	1,592
Band 23	3,311.349		21.17		70,101
	3,384.801			$	71,693
Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
Contracts in accumulation period:
Band 35	29,816.632	$	19.30	$	575,461
Band 36	886.854		19.08		16,921
Band 37	743.144		18.92		14,060
Band 38	53,714.457		19.03		1,022,186
Band 39	7,380.709		18.81		138,831
Band 40	4,903.913		18.65		91,458
	97,445.709			$	1,858,917
PIMCO Real Return Portfolio - Administrative Class
Contracts in accumulation period:
Band 35	192,948.649	$	12.83	$	2,475,531
Band 36	33,527.002		12.68		425,122
Band 38	597,812.397		12.65		7,562,327
Band 39	116,289.310		12.50		1,453,616
Band 40	44,133.362		12.39		546,812
	984,710.720			$	12,463,408
Pioneer Equity Income VCT Portfolio - Class II
Contracts in accumulation period:
Band 35	114,858.450	$	13.53	$	1,554,035
Band 36	14,510.570		13.29		192,845
Band 37	17,926.478		13.11		235,016
Band 38	677,938.024		15.01		10,175,850
Band 39	184,835.030		14.79		2,733,710
Band 40	52,949.035		14.62		774,115
	1,063,017.587			$	15,665,571
ProFund VP Bull
Contracts in accumulation period:
Band 5	4,505.880	$	8.67	$	39,066
Band 6	119,978.264		8.59		1,030,613
Band 7	349,659.440		8.55		2,989,588
Band 8	45,339.623		8.46		383,573
Band 9	4,951.778		8.42		41,694
Band 10	107,937.459		8.38		904,516
Band 11	83,068.408		8.34		692,791
Band 12	67,290.424		8.30		558,511
Band 13	130,991.729		8.26		1,081,992
Band 14	472,306.425		8.18		3,863,467
Band 15	24,279.048		8.14		197,631
Band 16	971.770		8.06		7,832
Band 17	100,596.592		8.02		806,785
Band 18	17,186.325		7.98		137,147

233

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
ProFund VP Bull (continued)
Band 19	16,674.690	$	7.90	$	131,730
Band 20	224,849.928		8.22		1,848,266
Band 21	9,716.920		8.10		78,707
Band 26	3,461.357		8.97		31,048
Band 27	1,579.159		8.72		13,770
Band 28	273.682		8.59		2,351
Band 29	3,813.980		8.55		32,610
Band 30	563.476		8.30		4,677
Band 38	7.939		9.81		78
Band 41	2,213.908		11.12		24,619
Band 46	22,746.721		9.32		211,999
	1,814,964.925			$	15,115,061
ProFund VP Europe 30
Contracts in accumulation period:
Band 4	7,302.481	$	9.63	$	70,323
Band 5	4,879.435		9.58		46,745
Band 6	104,606.296		9.49		992,714
Band 7	115,157.432		9.44		1,087,086
Band 8	24,560.055		9.35		229,637
Band 9	5,731.769		9.30		53,305
Band 10	85,150.920		9.26		788,498
Band 11	74,815.515		9.21		689,051
Band 12	41,582.782		9.17		381,314
Band 13	54,519.566		9.12		497,218
Band 14	192,226.383		9.03		1,735,804
Band 15	42,989.073		8.99		386,472
Band 16	10,491.865		8.90		93,378
Band 17	100,464.711		8.86		890,117
Band 18	608.906		8.81		5,364
Band 19	10,788.291		8.72		94,074
Band 20	75,918.431		9.08		689,339
Band 21	10,939.450		8.94		97,799
Band 26	8,096.004		9.91		80,231
Band 27	265.490		9.63		2,557
Band 28	664.456		9.48		6,299
Band 29	3,562.002		9.44		33,625
Band 30	609.115		9.16		5,579
Band 31	626.025		9.03		5,653
Band 41	304.206		13.52		4,113
Band 42	2,754.345		13.32		36,688
Band 43	1,109.710		13.18		14,626
Band 46	20,899.647		9.74		203,563
Band 47	4,368.946		9.65		42,160
	1,005,993.307			$	9,263,332

234

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 4	6,148.666	$	5.06	$	31,112
Band 5	649.194		5.04		3,272
Band 6	290,516.625		5.01		1,455,488
Band 7	153,552.096		4.99		766,225
Band 8	189,110.535		4.95		936,097
Band 9	30,302.848		4.93		149,393
Band 10	268,097.504		4.92		1,319,040
Band 11	108,848.102		4.90		533,356
Band 12	25,407.443		4.88		123,988
Band 13	130,604.146		4.86		634,736
Band 14	211,568.956		4.82		1,019,762
Band 15	97,549.940		4.81		469,215
Band 16	15,825.474		4.77		75,488
Band 17	151,085.497		4.75		717,656
Band 18	2,389.203		4.73		11,301
Band 19	17,464.309		4.70		82,082
Band 20	191,041.275		4.84		924,640
Band 21	24,678.722		4.79		118,211
Band 26	52,573.046		5.18		272,328
Band 27	18,493.549		5.06		93,577
Band 28	8,257.058		5.01		41,368
Band 29	23,644.142		4.99		117,984
Band 30	1,711.006		4.88		8,350
Band 31	10,864.840		4.82		52,369
Band 41	7,306.807		4.88		35,657
Band 42	13,020.222		4.81		62,627
Band 43	3,352.764		4.75		15,926
Band 45	2,486.247		4.90		12,183
Band 46	78,500.395		5.80		455,302
Band 47	760.650		5.75		4,374
	2,135,811.261			$	10,543,107
Wells Fargo Advantage VT Omega Growth Fund -
Class 2
Contracts in accumulation period:
Band 6	1,187.478	$	12.61	$	14,974
Band 10	33,927.490		12.59		427,147
Band 14	15,660.489		12.58		197,009
Band 15	7,600.207		12.58		95,611
Band 17	41,041.613		12.57		515,893
Band 20	7,181.657		12.58		90,345
Band 21	177.890		12.57		2,236
Band 46	11,455.029		12.56		143,875
	118,231.853			$	1,487,090

235

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Division/Contract	Units		Unit Value		Extended Value
Wells Fargo Advantage VT Index Asset Allocation
Fund - Class 2
Contracts in accumulation period:
Band 6	25,365.761	$	12.27	$	311,238
Band 10	94,909.172		12.05		1,143,656
Band 14	43,689.355		11.83		516,845
Band 17	15,250.783		11.66		177,824
Band 46	576.896		10.35		5,971
	179,791.967			$	2,155,534
Wells Fargo Advantage VT Intrinsic Value Fund -
Class 2
Contracts in accumulation period:
Band 10	17,306.200	$	11.54	$	199,714
Band 14	12,247.034		11.33		138,759
Band 15	2,496.294		11.29		28,183
Band 17	30,247.195		11.16		337,559
Band 20	5,593.694		11.37		63,600
Band 46	4,117.452		9.62		39,610
	72,007.869			$	807,425
Wells Fargo Advantage VT Small Cap Growth Fund -
Class 2
Contracts in accumulation period:
Band 6	1,892.524	$	18.47	$	34,955
Band 10	9,375.230		18.14		170,067
Band 14	2,465.655		17.81		43,913
Band 17	8,512.930		17.55		149,402
Band 20	1,766.522		17.88		31,585
Band 46	397.522		15.33		6,094
	24,410.383			$	436,016
Wells Fargo Advantage VT Total Return Bond Fund
Contracts in accumulation period:
Band 6	19,379.357	$	13.22	$	256,195
Band 10	25,412.121		12.98		329,849
Band 14	20,067.137		12.74		255,655
Band 15	1,893.084		12.70		24,042
Band 17	5,199.454		12.56		65,305
Band 46	11,925.852		12.06		143,826
	83,877.005			$	1,074,872

236

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Bands	Products
Band 1	Golden VAC 80, ING GoldenSelect DVA 080
Band 2	Global Syndicate, Golden VAC 100, ING GoldenSelect DVA, ING GoldenSelect DVA 100
Band 3	ING GoldenSelect DVA Series 100
Band 4	ING GoldenSelect DVA Plus - Standard (pre February 2000), ING SmartDesign Signature
	Variable Annuity Option Package I, ING Golden Select DVA Plus 125, ING SmartDesign
	Signature Variable Annuity 125
Band 5	ING GoldenSelect DVA Plus - Standard (post January 2000 & post 2000), ING Golden Select
	DVA Plus 130
Band 6	First Union Variable Annuity, Fleet Premium Plus 140, ING GoldenSelect DVA Plus - Annual
	Ratchet (pre February 2000) & 5.5% Solution (pre February 2000 and post 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
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

237

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


Bands	Products
Band 10	ING GoldenSelect DVA Plus - 7% Solution (post January 2000 and post 2000), ING
	GoldenSelect ES II - Annual Ratchet (post 2000), ING GoldenSelect Generations - Annual
	Ratchet, ING GoldenSelect Landmark - Standard, ING GoldenSelect Legends – Standard,
	Wells Fargo ING Landmark - Standard, Wells Fargo ING Landmark Variable Annuity 165,
	ING GoldenSelect Opportunities - Annual Ratchet, WellsFargo ING Opportunities - Annual
	Ratchet, ING SmartDesign Advantage Variable Annuity 165, ING Golden Select DVA Plus
	165, ING GoldenSelect ESII 165, ING GoldenSelect Generations Variable Annuity 165, ING
	GoldenSelect Landmark Variable Annuity 165, ING GoldenSelect Legends - Standard, ING
	GoldenSelect Opportunities Variable 165, ING Simplicity Variable Annuity125, Wells Fargo
	ING Opportunities Variable Annuity 165
Band 11	Fleet Premium Plus 170, ING GoldenSelect Access - 7% Solution (pre February 2000), ING
	GoldenSelect Access - Annual Ratchet (post 2000), ING GoldenSelect Access - 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

238

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

239

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

240

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, 2010, 2009, 2008, 2007 and 2006,
		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)
BlackRock Global Allocation V.I. Fund - Class III
2010	112,825		$	9.97	to	$	10.44	$	1,153,042		1.14	%	0.95	%	to	2.60	%	6.86	%	to	8.65	%
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		(c)		0.95	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
Columbia Asset Allocation Fund, Variable Series -
Class A
2010	20		$	15.18	to	$	15.66	$	303		2.29	%	1.40	%	to	1.80	%	11.37	%	to	11.86	%
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	%
Columbia Federal Securities Fund, Variable Series -
Class A
2010	2		$	12.07	to	$	12.40	$	19		4.88	%	1.45	%	to	1.80	%	3.16	%	to	3.51	%
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	%
Columbia Large Cap Growth Fund, Variable Series -
Class A
2010	31		$	11.47	to	$	11.81	$	361		0.58	%	1.40	%	to	1.90	%	15.28	%	to	15.83	%
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	%

241

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 Small Cap Value Fund, Variable Series -
Class B
2010	8,008		$	12.42	to	$	21.68	$	162,178		1.03	%	0.95	%	to	2.35	%	23.58	%	to	25.22	%
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	%
Columbia Small Company Growth Fund, Variable
Series - Class A
2010	1		$	18.70	to	$	18.85	$	18		-		1.45	%	to	1.55	%	26.35	%	to	26.51	%
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	%
Fidelity® VIP Equity-Income Portfolio - Service
Class 2
2010	16,702		$	8.77	to	$	13.31	$	181,385		1.50	%	0.75	%	to	2.60	%	11.86	%	to	14.02	%
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	%
Fidelity® VIP Contrafund® Portfolio - Service
Class 2
2010	57,642		$	8.91	to	$	17.26	$	795,262		0.94	%	0.75	%	to	2.60	%	13.86	%	to	16.09	%
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	%
Franklin Small Cap Value Securities Fund - Class 2
2010	748		$	18.47	to	$	19.38	$	14,384		0.75	%	0.75	%	to	1.35	%	26.54	%	to	27.30	%
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	%

242

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 Balanced Portfolio - Class S
2010	562		$	9.80	to	$	13.67	$	6,681		2.62	%	0.75	%	to	2.10	%	11.49	%	to	12.88	%
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	%
ING Intermediate Bond Portfolio - Class S
2010	99,181		$	10.28	to	$	14.03	$	1,253,226		4.77	%	0.75	%	to	2.60	%	6.67	%	to	8.68	%
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	%
ING American Funds Asset Allocation Portfolio
2010	36,730		$	9.41	to	$	9.77	$	352,116		1.56	%	0.95	%	to	2.35	%	9.40	%	to	10.90	%
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		(c)		0.95	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING American Funds Bond Portfolio
2010	49,259		$	9.94	to	$	10.55	$	500,271		2.49	%	0.75	%	to	2.60	%	3.28	%	to	5.25	%
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		(c)		0.75	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING American Funds Growth Portfolio
2010	171,550		$	8.95	to	$	14.60	$	2,301,516		0.11	%	0.75	%	to	2.60	%	15.08	%	to	17.15	%
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	%

243

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 American Funds Growth-Income Portfolio
2010	117,714		$	8.79	to	$	12.75	$	1,382,428		0.93	%	0.75	%	to	2.60	%	8.04	%	to	10.00	%
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	%
ING American Funds International Portfolio
2010	78,623		$	8.34	to	$	19.28	$	1,355,667		0.88	%	0.75	%	to	2.60	%	3.94	%	to	5.90	%
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	%
ING American Funds World Allocation Portfolio -
Service Class
2010	13,571		$	13.11	to	$	14.66	$	180,515		0.82	%	0.95	%	to	2.35	%	10.08	%	to	11.65	%
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		(c)		1.00	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Artio Foreign Portfolio - Service Class
2010	39,914		$	7.07	to	$	15.33	$	543,023		-		0.80	%	to	2.60	%	4.07	%	to	5.98	%
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	%
ING Artio Foreign Portfolio - Service 2 Class
2010	3,067		$	11.42	to	$	16.75	$	45,325		-		1.40	%	to	2.20	%	4.48	%	to	5.28	%
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	%

244

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 Inflation Protected Bond Portfolio -
Service Class
2010	23,288		$	10.78	to	$	11.14	$	255,091		1.85	%	0.75	%	to	2.60	%	2.76	%	to	4.70	%
2009	15,090		$	10.49	to	$	10.64	$	159,401		(d)		0.75	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING BlackRock Large Cap Growth Portfolio -
Institutional Class
2010	18		$	8.50	to	$	8.69	$	153		0.66	%	0.75	%	to	1.35	%	12.14	%	to	12.71	%
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		(b)		0.75	%	to	1.35	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
ING BlackRock Large Cap Growth Portfolio - Service
Class
2010	12,002		$	9.15	to	$	11.92	$	131,991		0.27	%	0.75	%	to	2.60	%	10.40	%	to	12.56	%
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	%
ING BlackRock Large Cap Value Portfolio - Service
Class
2010	2,250		$	8.72	to	$	11.84	$	24,381		1.27	%	0.90	%	to	2.35	%	8.37	%	to	10.04	%
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	%
ING BlackRock Large Cap Value Portfolio - Service 2
Class
2010	174		$	9.19	to	$	13.61	$	2,089		1.12	%	1.40	%	to	2.20	%	8.37	%	to	9.32	%
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	%

245

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 Clarion Global Real Estate Portfolio - Service
Class
2010	14,082		$	8.57	to	$	11.08	$	148,699		8.36	%	0.75	%	to	2.35	%	13.21	%	to	15.19	%
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		(a)		0.95	%	to	2.60	%			(a)
ING Clarion Global Real Estate Portfolio - Service 2
Class
2010	214		$	10.37	to	$	10.77	$	2,264		8.28	%	1.40	%	to	2.20	%	13.21	%	to	14.09	%
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		(a)		1.40	%	to	2.20	%			(a)
ING Clarion Real Estate Portfolio - Service Class
2010	6,187		$	9.95	to	$	81.95	$	322,300		3.38	%	0.50	%	to	2.60	%	24.70	%	to	27.33	%
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	%
ING Clarion Real Estate Portfolio - Service 2 Class
2010	1,093		$	12.51	to	$	22.77	$	21,031		3.24	%	1.40	%	to	2.20	%	24.98	%	to	26.01	%
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	%
ING DFA World Equity Portfolio - Service Class
2010	25,962		$	8.36	to	$	9.62	$	222,454		1.62	%	0.75	%	to	2.60	%	22.04	%	to	23.81	%
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		(b)		1.00	%	to	2.35	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)

246

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 FMR^SMDiversified Mid Cap Portfolio - Service
Class
2010	52,695		$	10.64	to	$	19.13	$	879,120		0.14	%	0.50	%	to	2.60	%	25.00	%	to	27.70	%
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	%
ING FMR^SMDiversified Mid Cap Portfolio - Service 2
Class
2010	1,862		$	14.55	to	$	22.57	$	37,335		0.04	%	1.40	%	to	2.20	%	25.32	%	to	26.37	%
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	%
ING Franklin Income Portfolio - Service Class
2010	40,859		$	10.06	to	$	11.46	$	448,938		5.17	%	0.95	%	to	2.60	%	10.00	%	to	11.87	%
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		(a)		0.95	%	to	2.60	%			(a)
ING Franklin Income Portfolio - Service 2 Class
2010	822		$	10.69	to	$	11.11	$	8,983		4.58	%	1.40	%	to	2.20	%	10.32	%	to	11.21	%
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		(a)		1.40	%	to	2.20	%			(a)
ING Franklin Mutual Shares Portfolio - Service Class
2010	20,340		$	8.60	to	$	10.18	$	200,678		0.43	%	0.95	%	to	2.60	%	8.73	%	to	10.53	%
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		(b)		0.95	%	to	2.60	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)

247

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 Franklin Templeton Founding Strategy Portfolio -
Service Class
2010	100,997		$	8.17	to	$	9.68	$	857,015		2.48	%	0.75	%	to	2.60	%	7.93	%	to	9.88	%
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		(b)		0.95	%	to	2.60	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
ING Global Resources Portfolio - Service Class
2010	17,390		$	9.47	to	$	51.01	$	653,531		0.86	%	0.80	%	to	2.60	%	18.51	%	to	20.68	%
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	%
ING Global Resources Portfolio - Service 2 Class
2010	1,153		$	19.77	to	$	30.92	$	30,533		0.77	%	1.40	%	to	2.20	%	18.81	%	to	19.75	%
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	%
ING Janus Contrarian Portfolio - Service Class
2010	34,930		$	7.85	to	$	14.83	$	439,299		-		0.90	%	to	2.60	%	11.04	%	to	12.90	%
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	%
ING Janus Contrarian Portfolio - Service 2 Class
2010	1,332		$	12.12	to	$	20.43	$	22,486		-		1.40	%	to	2.20	%	11.29	%	to	12.19	%
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	%

248

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 Class
2010	28,787		$	9.68	to	$	26.50	$	657,788		0.49	%	0.75	%	to	2.60	%	17.13	%	to	19.44	%
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	%
ING JPMorgan Emerging Markets Equity Portfolio -
Service 2 Class
2010	1,118		$	23.52	to	$	37.72	$	35,486		0.41	%	1.40	%	to	2.20	%	17.48	%	to	18.47	%
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	%
ING JPMorgan Small Cap Core Equity Portfolio -
Service Class
2010	16,918		$	11.41	to	$	16.63	$	257,411		0.27	%	0.90	%	to	2.60	%	23.46	%	to	25.60	%
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	%
ING JPMorgan Small Cap Core Equity Portfolio -
Service 2 Class
2010	2,318		$	11.91	to	$	19.00	$	38,538		0.11	%	1.40	%	to	2.20	%	23.80	%	to	24.75	%
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	%
ING Large Cap Growth Portfolio - Service Class
2010	8,969		$	12.61	to	$	15.18	$	121,916		0.34	%	0.75	%	to	2.35	%	11.59	%	to	13.37	%
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	%

249

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 Large Cap Growth Portfolio - Service 2 Class
2010	67		$	12.61	to	$	13.79	$	886		-		1.40	%	to	2.20	%	11.59	%	to	12.57	%
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	%
ING Limited Maturity Bond Portfolio - Service Class
2010	4,330		$	10.56	to	$	28.16	$	94,829		3.66	%	0.50	%	to	2.25	%	0.85	%	to	2.62	%
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	%
ING Liquid Assets Portfolio - Service Class
2010	70,785		$	9.60	to	$	19.26	$	1,063,594		-		0.75	%	to	2.60	%	-2.58	%	to	-0.77	%
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	%
ING Liquid Assets Portfolio - Service 2 Class
2010	2,263		$	10.04	to	$	10.43	$	23,027		-		1.40	%	to	2.20	%	-2.13	%	to	-1.42	%
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	%
ING Lord Abbett Growth and Income Portfolio -
Service Class
2010	4,933		$	9.75	to	$	13.04	$	56,443		0.51	%	0.90	%	to	2.45	%	14.29	%	to	16.02	%
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	%

250

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 Lord Abbett Growth and Income Portfolio -
Service 2 Class
2010	169		$	9.99	to	$	14.18	$	2,133		0.39	%	1.40	%	to	2.20	%	14.43	%	to	15.38	%
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	%
ING Marsico Growth Portfolio - Service Class
2010	31,986		$	9.26	to	$	18.46	$	502,962		0.52	%	0.80	%	to	2.60	%	16.68	%	to	18.87	%
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	%
ING Marsico Growth Portfolio - Service 2 Class
2010	1,351		$	10.57	to	$	15.52	$	18,769		0.40	%	1.40	%	to	2.20	%	16.92	%	to	17.93	%
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	%
ING Marsico International Opportunities Portfolio -
Service Class
2010	12,505		$	7.83	to	$	14.08	$	166,057		1.37	%	0.75	%	to	2.60	%	10.86	%	to	12.93	%
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	%
ING MFS Total Return Portfolio - Service Class
2010	31,007		$	9.66	to	$	31.11	$	742,863		0.45	%	0.50	%	to	2.60	%	7.07	%	to	9.27	%
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	%

251

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 MFS Total Return Portfolio - Service 2 Class
2010	2,737		$	10.56	to	$	13.84	$	34,511		0.44	%	1.40	%	to	2.20	%	7.32	%	to	8.12	%
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	%
ING MFS Utilities Portfolio - Service Class
2010	26,755		$	8.94	to	$	17.13	$	431,592		2.55	%	0.75	%	to	2.60	%	10.77	%	to	12.77	%
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	%
ING Morgan Stanley Global Franchise Portfolio -
Service Class
2010	19,799		$	9.98	to	$	18.25	$	326,147		0.41	%	0.90	%	to	2.60	%	10.90	%	to	12.86	%
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	%
ING Morgan Stanley Global Franchise Portfolio -
Service 2 Class
2010	3,747		$	13.76	to	$	18.57	$	62,764		0.30	%	1.40	%	to	2.20	%	11.33	%	to	12.27	%
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	%
ING Morgan Stanley Global Tactical Asset Allocation
Portfolio - Service Class
2010	6,495		$	10.16	to	$	12.98	$	67,104		1.10	%	0.95	%	to	2.35	%	5.07	%	to	6.66	%
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		(c)		1.15	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)

252

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 Active Allocation Portfolio -
Service Class
2010	5,040		$	11.71	to	$	14.66	$	60,023		1.62	%	0.95	%	to	2.35	%	11.40	%	to	12.94	%
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		(c)		1.15	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING PIMCO High Yield Portfolio - Service Class
2010	34,750		$	12.41	to	$	16.33	$	519,986		7.27	%	0.50	%	to	2.60	%	11.31	%	to	13.64	%
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	%
ING PIMCO Total Return Bond Portfolio - Service
Class
2010	174,530		$	11.75	to	$	20.76	$	2,995,230		4.93	%	0.75	%	to	2.60	%	4.96	%	to	6.90	%
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	%
ING PIMCO Total Return Bond Portfolio - Service 2
Class
2010	5,170		$	12.97	to	$	14.89	$	73,254		4.52	%	1.40	%	to	2.20	%	5.19	%	to	6.05	%
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	%
ING Pioneer Fund Portfolio - Service Class
2010	5,005		$	9.61	to	$	12.23	$	57,938		1.02	%	0.75	%	to	2.60	%	12.94	%	to	14.94	%
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	%

253

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 Pioneer Mid Cap Value Portfolio - Service Class
2010	49,052		$	9.86	to	$	12.33	$	572,449		0.83	%	0.75	%	to	2.60	%	14.92	%	to	16.99	%
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	%
ING Retirement Conservative Portfolio - Adviser
Class
2010	53,453		$	8.74	to	$	8.89	$	470,803		0.25	%	0.95	%	to	2.35	%	5.30	%	to	6.85	%
2009	48,192		$	8.30	to	$	8.32	$	400,422		(d)		0.95	%	to	2.35	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Retirement Growth Portfolio - Adviser Class
2010	449,035		$	10.16	to	$	10.37	$	4,611,727		0.37	%	0.95	%	to	2.60	%	8.66	%	to	10.55	%
2009	484,226		$	9.35	to	$	9.38	$	4,534,412		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Retirement Moderate Growth Portfolio - Adviser
Class
2010	303,412		$	10.39	to	$	10.60	$	3,185,520		0.47	%	0.95	%	to	2.60	%	8.12	%	to	9.96	%
2009	322,936		$	9.61	to	$	9.64	$	3,108,225		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Retirement Moderate Portfolio - Adviser Class
2010	171,842		$	10.49	to	$	10.71	$	1,823,032		0.56	%	0.95	%	to	2.60	%	6.61	%	to	8.51	%
2009	186,216		$	9.84	to	$	9.87	$	1,834,949		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)

254

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 Class
2010	73,279		$	10.56	to	$	59.06	$	2,636,403		1.59	%	0.75	%	to	2.60	%	11.01	%	to	13.15	%
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	%
ING T. Rowe Price Capital Appreciation Portfolio -
Service 2 Class
2010	5,094		$	12.49	to	$	18.32	$	83,486		1.42	%	1.40	%	to	2.20	%	11.32	%	to	12.32	%
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	%
ING T. Rowe Price Equity Income Portfolio - Service
Class
2010	26,314		$	9.23	to	$	37.74	$	685,068		1.57	%	0.50	%	to	2.60	%	11.93	%	to	14.40	%
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	%
ING T. Rowe Price Equity Income Portfolio - Service 2
Class
2010	1,773		$	10.41	to	$	14.70	$	23,922		1.49	%	1.40	%	to	2.20	%	12.18	%	to	13.16	%
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	%
ING Templeton Global Growth Portfolio - Service
Class
2010	14,785		$	8.35	to	$	24.57	$	286,405		1.43	%	0.80	%	to	2.60	%	4.99	%	to	6.87	%
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	%

255

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 Global Growth Portfolio - Service 2
Class
2010	332		$	10.49	to	$	16.14	$	4,732		1.36	%	1.40	%	to	2.20	%	5.22	%	to	6.04	%
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	%
ING Van Kampen Growth and Income Portfolio -
Service Class
2010	17,670		$	9.21	to	$	34.28	$	460,426		0.24	%	0.50	%	to	2.60	%	9.59	%	to	11.92	%
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	%
ING Van Kampen Growth and Income Portfolio -
Service 2 Class
2010	3,710		$	10.95	to	$	15.61	$	52,570		0.24	%	1.40	%	to	2.20	%	9.83	%	to	10.79	%
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	%
ING Wells Fargo HealthCare Portfolio - Service Class
2010	15,039		$	8.72	to	$	11.78	$	167,211		-		0.90	%	to	2.60	%	4.17	%	to	6.05	%
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	%
ING Diversified International Fund - Class R
2010	19		$	9.15	to	$	9.39	$	178		0.52	%	0.75	%	to	1.35	%	9.84	%	to	10.47	%
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		(a)		1.00	%	to	1.35	%			(a)

256

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 American Century Small-Mid Cap Value
Portfolio - Service Class
2010	157		$	17.90	to	$	19.66	$	3,047		1.06	%	0.75	%	to	1.35	%	20.36	%	to	21.06	%
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	%
ING Baron Small Cap Growth Portfolio - Service Class
2010	27,327		$	10.09	to	$	18.49	$	342,203		-		0.75	%	to	2.60	%	23.17	%	to	25.61	%
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	%
ING Columbia Small Cap Value Portfolio - Service
Class
2010	15,497		$	9.52	to	$	11.27	$	153,917		1.16	%	0.95	%	to	2.60	%	22.05	%	to	24.12	%
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		(a)		0.95	%	to	2.60	%			(a)
ING Davis New York Venture Portfolio - Service
Class
2010	30,184		$	8.85	to	$	13.23	$	291,613		0.41	%	0.75	%	to	2.60	%	9.11	%	to	11.26	%
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	%
ING JPMorgan Mid Cap Value Portfolio - Service
Class
2010	9,712		$	10.11	to	$	18.18	$	121,321		0.90	%	0.75	%	to	2.45	%	19.98	%	to	22.01	%
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	%

257

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 Legg Mason ClearBridge Aggressive Growth
Portfolio - Service Class
2010	7,793		$	9.94	to	$	13.22	$	96,230		-		0.75	%	to	2.45	%	21.09	%	to	23.21	%
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	%
ING Oppenheimer Global Portfolio - Initial Class
2010	492		$	13.07	to	$	14.12	$	6,776		1.56	%	0.75	%	to	2.10	%	13.65	%	to	15.17	%
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	%
ING Oppenheimer Global Portfolio - Service Class
2010	8,943		$	9.62	to	$	17.35	$	124,699		1.37	%	0.75	%	to	2.60	%	12.82	%	to	14.95	%
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	%
ING Oppenheimer Global Strategic Income Portfolio -
Service Class
2010	721		$	13.07	to	$	13.53	$	9,633		3.10	%	0.75	%	to	1.35	%	13.95	%	to	14.66	%
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	%
ING PIMCO Total Return Portfolio - Service Class
2010	556		$	13.61	to	$	15.44	$	7,923		3.19	%	0.75	%	to	1.35	%	6.16	%	to	6.78	%
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	%

258

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 2015 Portfolio - Service Class
2010	1,520		$	11.50	to	$	11.90	$	17,776		2.21	%	0.75	%	to	1.35	%	9.73	%	to	10.39	%
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	%
ING Solution 2025 Portfolio - Service Class
2010	1,598		$	11.36	to	$	11.75	$	18,481		1.57	%	0.75	%	to	1.35	%	12.25	%	to	12.87	%
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				%
ING Solution 2035 Portfolio - Service Class
2010	955		$	11.50	to	$	11.90	$	11,158		1.23	%	0.75	%	to	1.35	%	12.97	%	to	13.66	%
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	%
ING Solution 2045 Portfolio - Service Class
2010	109		$	11.52	to	$	11.92	$	1,270		0.90	%	0.75	%	to	1.35	%	13.61	%	to	14.29	%
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				%
ING Solution Income Portfolio - Service Class
2010	574		$	11.63	to	$	12.04	$	6,790		3.21	%	0.75	%	to	1.35	%	8.09	%	to	8.76	%
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		(a)		0.75	%	to	1.20	%			(a)

259

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 Diversified Mid Cap Growth
Portfolio - Service Class
2010	694		$	13.99	to	$	17.34	$	11,833		0.07	%	0.75	%	to	1.35	%	26.40	%	to	27.20	%
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	%
ING T. Rowe Price Growth Equity Portfolio - Service
Class
2010	11,556		$	8.93	to	$	14.81	$	108,925		0.03	%	0.75	%	to	2.60	%	13.47	%	to	15.78	%
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	%
ING Templeton Foreign Equity Portfolio - Service
Class
2010	25,636		$	8.22	to	$	11.25	$	260,443		2.06	%	0.75	%	to	2.60	%	5.73	%	to	7.77	%
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		(a)		0.95	%	to	2.60	%			(a)
ING Thornburg Value Portfolio - Initial Class
2010	138		$	9.29	to	$	13.71	$	1,384		1.47	%	0.95	%	to	2.10	%	8.98	%	to	10.36	%
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	%
ING Thornburg Value Portfolio - Service Class
2010	690		$	10.66	to	$	14.43	$	8,281		1.41	%	0.75	%	to	2.35	%	8.55	%	to	10.24	%
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	%

260

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 UBS U.S. Large Cap Equity Portfolio - Service
Class
2010	558		$	10.15	to	$	13.48	$	6,229		0.64	%	0.75	%	to	2.35	%	10.33	%	to	12.15	%
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	%
ING Van Kampen Comstock Portfolio - Service Class
2010	16,119		$	9.32	to	$	13.88	$	189,031		1.38	%	0.75	%	to	2.60	%	12.14	%	to	14.24	%
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	%
ING Van Kampen Equity and Income Portfolio - Initial
Class
2010	160		$	12.64	to	$	12.97	$	2,046		1.74	%	0.75	%	to	1.20	%	10.97	%	to	11.52	%
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	%
ING Van Kampen Equity and Income Portfolio -
Service Class
2010	16,986		$	9.50	to	$	15.52	$	207,495		1.64	%	0.75	%	to	2.60	%	9.13	%	to	11.22	%
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	%
ING Strategic Allocation Conservative Portfolio -
Class S
2010	100		$	14.20	to	$	14.69	$	1,451		4.21	%	0.75	%	to	1.35	%	9.48	%	to	10.04	%
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	%

261

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 Strategic Allocation Growth Portfolio - Class S
2010	39		$	15.41		to	$	15.95	$	601		3.36	%	0.75	%	to	1.35	%	11.26	%	to	11.93	%
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	%
ING Strategic Allocation Moderate Portfolio - Class S
2010	51		$	14.80		to	$	15.32	$	775		4.19	%	0.75	%	to	1.35	%	10.20	%	to	10.93	%
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	%
ING Growth and Income Portfolio - Class I
2010	13		$	8.85		to	$	8.89	$	114		0.90	%	1.25	%	to	1.40	%	12.45	%	to	12.67	%
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		(b)		1.25	%	to	1.40	%			(b)
2006	(b)					(b)				(b)		(b)				(b)					(b)
ING Growth and Income Portfolio - Class S
2010	51,286		$	8.45		to	$	15.07	$	449,666		0.79	%	0.50	%	to	2.60	%	10.89	%	to	13.28	%
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	%
ING GET U.S. Core Portfolio - Series 5
2010	1,090		$	10.05		to	$	10.78	$	11,351		1.76	%	1.45	%	to	2.50	%	-0.59	%	to	0.56	%
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	%

262

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 6
2010	1,044		$	9.86	to	$	10.54	$	10,706		2.15	%	1.45	%	to	2.50	%	-0.50	%	to	0.57	%
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	%
ING GET U.S. Core Portfolio - Series 7
2010	731		$	9.60	to	$	10.51	$	7,465		2.15	%	1.45	%	to	2.95	%	-0.52	%	to	1.06	%
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	%
ING GET U.S. Core Portfolio - Series 8
2010	399		$	9.91	to	$	10.66	$	4,109		2.15	%	1.25	%	to	2.50	%	-0.10	%	to	1.14	%
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	%
ING GET U.S. Core Portfolio - Series 9
2010	387		$	10.04	to	$	10.62	$	4,036		2.07	%	1.45	%	to	2.45	%	1.21	%	to	2.31	%
2009	504		$	9.89	to	$	10.38	$	5,144		2.25	%	1.45	%	to	2.50	%	-1.00				%
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	%
ING GET U.S. Core Portfolio - Series 10
2010	318		$	9.92	to	$	10.59	$	3,216		2.66	%	1.25	%	to	2.45	%	1.53	%	to	2.82	%
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	%

263

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 11
2010	468		$	9.94	to	$	10.72	$	4,857		2.38	%	1.45	%	to	2.95	%	1.74	%	to	3.28	%
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	%
ING GET U.S. Core Portfolio - Series 12
2010	187		$	10.23	to	$	10.77	$	1,962		2.77	%	1.45	%	to	2.50	%	3.13	%	to	4.26	%
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		(a)		1.45	%	to	3.10	%			(a)
ING GET U.S. Core Portfolio - Series 13
2010	1,215		$	10.21	to	$	10.69	$	12,854		2.48	%	1.45	%	to	2.45	%	3.97	%	to	5.11	%
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		(a)		1.45	%	to	3.10	%			(a)
ING GET U.S. Core Portfolio - Series 14
2010	3,418		$	10.30	to	$	10.75	$	36,259		3.84	%	1.45	%	to	2.50	%	4.24	%	to	5.39	%
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		(b)		1.45	%	to	3.10	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
ING BlackRock Science and Technology
Opportunities Portfolio - Class S
2010	23,192		$	11.03	to	$	17.01	$	263,966		-		0.75	%	to	2.60	%	15.14	%	to	17.23	%
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	%

264

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 Euro STOXX 50 Index Portfolio - Class A
2010	541		$	8.69	to	$	8.83	$	4,739		0.22	%	1.00	%	to	2.35	%	-11.13	%	to	-10.18	%
2009	62		$	9.79	to	$	9.82	$	608		(d)		1.15	%	to	2.25	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING FTSE 100 Index Portfolio - Class A
2010	328		$	10.89	to	$	11.07	$	3,595		0.28	%	1.00	%	to	2.35	%	6.44	%	to	7.59	%
2009	74		$	10.24	to	$	10.27	$	755		(d)		1.15	%	to	2.25	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Hang Seng Index Portfolio - Class S
2010	5,992		$	13.52	to	$	13.85	$	81,884		0.06	%	0.95	%	to	2.35	%	5.05	%	to	6.54	%
2009	3,225		$	12.87	to	$	13.00	$	41,686		(d)		0.95	%	to	2.35	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Index Plus LargeCap Portfolio - Class S
2010	16,416		$	8.66	to	$	13.00	$	161,332		1.70	%	0.75	%	to	2.60	%	10.77	%	to	12.77	%
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	%
ING Index Plus MidCap Portfolio - Class S
2010	9,825		$	9.69	to	$	16.32	$	131,427		0.85	%	0.75	%	to	2.60	%	18.48	%	to	20.73	%
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	%

265

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 Index Plus SmallCap Portfolio - Class S
2010	7,901		$	9.17	to	$	15.68	$	99,899		0.49	%	0.75	%	to	2.60	%	19.20	%	to	21.57	%
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	%
ING International Index Portfolio - Class S
2010	7,945		$	7.82	to	$	14.94	$	65,044		3.38	%	0.75	%	to	2.60	%	4.83	%	to	6.79	%
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		(c)		0.95	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Japan TOPIX Index® Portfolio - Class A
2010	770		$	10.92	to	$	11.11	$	8,463		0.07	%	0.95	%	to	2.35	%	10.98	%	to	12.46	%
2009	33		$	9.84	to	$	9.87	$	324		(d)		1.00	%	to	2.35	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Large Cap Growth Index Portfolio -
Class S
2010	10,188		$	13.02	to	$	14.23	$	142,575		0.54	%	0.75	%	to	2.35	%	9.84	%	to	11.61	%
2009	11,210		$	11.73	to	$	12.75	$	141,894		(d)		0.75	%	to	2.55	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Large Cap Index Portfolio - Class S
2010	39,726		$	8.73	to	$	14.33	$	355,951		3.29	%	0.80	%	to	2.60	%	9.13	%	to	11.17	%
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		(c)		0.80	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)

266

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
2010	2,581		$	13.42	to	$	13.82	$	35,226		1.65	%	0.95	%	to	2.60	%	8.23	%	to	10.12	%
2009	1,922		$	12.40	to	$	12.55	$	24,005		(d)		0.95	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Mid Cap Growth Index Portfolio -
Class S
2010	18,579		$	15.79	to	$	16.27	$	297,977		0.29	%	0.90	%	to	2.60	%	22.59	%	to	24.77	%
2009	19,157		$	12.88	to	$	13.04	$	248,368		(d)		0.90	%	to	2.60	%			(d)
2008	(d)				(d)				(d)		(d)				(d)					(d)
2007	(d)				(d)				(d)		(d)				(d)					(d)
2006	(d)				(d)				(d)		(d)				(d)					(d)
ING Russell™ Mid Cap Index Portfolio - Class S
2010	11,716		$	10.13	to	$	10.53	$	120,857		0.51	%	0.95	%	to	2.35	%	21.90	%	to	23.74	%
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		(c)		0.80	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Russell™ Small Cap Index Portfolio - Class S
2010	16,262		$	10.51	to	$	10.95	$	174,052		0.44	%	0.80	%	to	2.35	%	23.07	%	to	25.00	%
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		(c)		0.80	%	to	2.45	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING Small Company Portfolio - Class S
2010	9,114		$	10.65	to	$	18.44	$	102,443		0.32	%	0.75	%	to	2.35	%	21.09	%	to	23.07	%
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	%

267

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
2010	21,158		$	10.72	to	$	11.43	$	232,631		2.46	%	0.75	%	to	2.60	%	3.18	%	to	5.12	%
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		(c)		0.75	%	to	2.60	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING WisdomTree^SMGlobal High-Yielding Equity
Index Portfolio - Class S
2010	24,986		$	7.89	to	$	8.29	$	201,282		3.31	%	0.75	%	to	2.35	%	3.39	%	to	5.07	%
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		(c)		0.75	%	to	2.35	%			(c)
2007	(c)				(c)				(c)		(c)				(c)					(c)
2006	(c)				(c)				(c)		(c)				(c)					(c)
ING International Value Portfolio - Class S
2010	620		$	13.88	to	$	15.55	$	9,445		1.72	%	0.75	%	to	1.35	%	1.00	%	to	1.56	%
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	%
ING MidCap Opportunities Portfolio - Class S
2010	34,369		$	10.79	to	$	20.50	$	399,457		0.49	%	0.50	%	to	2.60	%	26.91	%	to	29.39	%
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	%
ING SmallCap Opportunities Portfolio - Class S
2010	7,156		$	8.76	to	$	18.69	$	68,086		-		0.75	%	to	2.35	%	28.98	%	to	31.14	%
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	%

268

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)
Invesco V.I. Leisure Fund - Series I Shares
2010	1,709		$	10.07	to	$	12.88	$	20,497		0.51	%	0.95	%	to	2.60	%	18.64	%	to	20.71	%
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	%
Legg Mason ClearBridge Variable Large Cap Value
Portfolio - Class I
2010	10		$	8.18	to	$	8.23	$	78		2.53	%	1.25	%	to	1.40	%	7.92	%	to	8.15	%
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		(b)		1.25	%	to	1.40	%			(b)
2006	(b)				(b)				(b)		(b)				(b)					(b)
Legg Mason Global Currents Variable International
All Cap Opportunity Portfolio
2010	3		$	13.36	to	$	13.68	$	39		2.35	%	1.25	%	to	1.40	%	2.22	%	to	2.40	%
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	%
Legg Mason Western Asset Variable High Income
Portfolio
2010	3		$	21.17	to	$	21.68	$	72		9.33	%	1.25	%	to	1.40	%	14.99	%	to	15.20	%
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	%
Oppenheimer Main Street Small Cap Fund®/VA -
Service Class
2010	97		$	18.65	to	$	19.30	$	1,859		0.40	%	0.75	%	to	1.35	%	21.42	%	to	22.15	%
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	%

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)
PIMCO Real Return Portfolio - Administrative Class
2010	985		$	12.39	to	$	12.83	$	12,463		1.47	%	0.75	%	to	1.35	%	6.63	%	to	7.27	%
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	%
Pioneer Equity Income VCT Portfolio - Class II
2010	1,063		$	13.11	to	$	15.01	$	15,665		1.99	%	0.75	%	to	1.35	%	17.62	%	to	18.27	%
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	%
ProFund VP Bull
2010	1,815		$	7.90	to	$	11.12	$	15,111		0.12	%	0.95	%	to	2.25	%	10.03	%	to	11.48	%
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	%
ProFund VP Europe 30
2010	1,006		$	8.72	to	$	13.52	$	9,261		1.57	%	0.95	%	to	2.35	%	0.21	%	to	1.64	%
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	%
ProFund VP Rising Rates Opportunity
2010	2,136		$	4.70	to	$	5.80	$	10,541		-		0.95	%	to	2.60	%	-18.20	%	to	-16.72	%
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	%

270

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 VT Omega Growth Fund -
Class 2
2010	118		$	12.56	to	$	12.61	$	1,487		(e)		1.40	%	to	2.20	%			(e)
2009	(e)				(e)				(e)		(e)				(e)					(e)
2008	(e)				(e)				(e)		(e)				(e)					(e)
2007	(e)				(e)				(e)		(e)				(e)					(e)
2006	(e)				(e)				(e)		(e)				(e)					(e)
Wells Fargo Advantage VT Index Asset Allocation Fund
- Class 2
2010	180		$	10.35	to	$	12.27	$	2,156		1.73	%	1.40	%	to	2.20	%	10.70	%	to	11.65	%
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	%
Wells Fargo Advantage VT Intrinsic Value Fund -
Class 2
2010	72		$	9.62	to	$	11.54	$	807		0.73	%	1.65	%	to	2.20	%	11.34	%	to	11.93	%
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	%
Wells Fargo Advantage VT Small Cap Growth Fund -
Class 2
2010	24		$	15.33	to	$	18.47	$	436		-		1.40	%	to	2.20	%	23.93	%	to	24.97	%
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	%
Wells Fargo Advantage VT Total Return Bond Fund
2010	84		$	12.06	to	$	13.22	$	1,075		3.34	%	1.40	%	to	2.20	%	4.69	%	to	5.51	%
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	%

271

ING USA ANNUITY AND LIFE INSURANCE COMPANY
SEPARATE ACCOUNT B
Notes to Financial Statements


(a)	As investment Division had no investments until 2006, this data is not meaningful and is therefore not presented.
(b)	As investment Division had no investments until 2007, this data is not meaningful and is therefore not presented.
(c)	As investment Division had no investments until 2008, this data is not meaningful and is therefore not presented.
(d)	As investment Division had no investments until 2009, this data is not meaningful and is therefore not presented.
(e)	As investment Division had no investments until 2010, 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.

272

CONDENSED FINANCIAL INFORMATION

Except for subaccounts which did not commence operations as of December 31, 2010 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. This information is current through December 31, 2010 including portfolio names. Portfolio name changes after December 31, 2010 are not reflected in the following information.


Separate Account Annual Charges of 1.25%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during July 2008)
Value at beginning of period	$9.55	$8.00	$9.58
Value at end of period	$10.36	$9.55	$8.00
Number of accumulation units outstanding at end of period	109,103	45,478	19,888
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$17.36	$14.06	$19.82	$20.60	$17.48	$16.78	$13.87	$10.00
Value at end of period	$21.68	$17.36	$14.06	$19.82	$20.60	$17.48	$16.78	$13.87
Number of accumulation units outstanding at end of period	7,580	7,961	9,230	10,528	17,062	12,301	8,283	12,504
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.92	$10.40	$18.38	$15.87	$14.42	$12.52
Value at end of period	$16.07	$13.92	$10.40	$18.38	$15.87	$14.42
Number of accumulation units outstanding at end of period	327,232	356,883	411,910	404,210	289,769	216,279
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
(Fund first available during 2004)
Value at beginning of period	$9.90	$7.72	$13.67	$13.67	$11.55	$11.07	$10.08
Value at end of period	$11.24	$9.90	$7.72	$13.67	$13.67	$11.55	$11.07
Number of accumulation units outstanding at end of period	108,181	121,118	138,149	155,665	117,442	100,395	274,974
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.77	$7.20	$9.62
Value at end of period	$9.69	$8.77	$7.20
Number of accumulation units outstanding at end of period	64,241	53,966	30,537
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during March 2008)
Value at beginning of period	$9.81	$8.86	$9.83
Value at end of period	$10.28	$9.81	$8.86
Number of accumulation units outstanding at end of period	101,192	109,980	108,650
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.39	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00	$10.00
Value at end of period	$12.47	$11.39	$8.84	$14.48	$14.03	$12.40	$11.92	$11.00
Number of accumulation units outstanding at end of period	970,454	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 September 2003)
Value at beginning of period	$12.25	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78	$10.00
Value at end of period	$14.28	$12.25	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78
Number of accumulation units outstanding at end of period	853,553	968,968	1,107,754	1,166,093	958,952	815,397	625,575	112,382

DVA Plus

CFI 1


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62	$10.00
Value at end of period	$18.86	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62
Number of accumulation units outstanding at end of period	348,712	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	$12.09	$9.92
Value at end of period	$13.45	$12.09
Number of accumulation units outstanding at end of period	13,876	13,501
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.72	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23	$10.00
Value at end of period	$14.48	$13.72	$11.56	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23
Number of accumulation units outstanding at end of period	117,981	146,506	183,878	216,173	130,115	96,806	112,158	52,301	4,119
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.18	$7.62	$13.14	$12.54	$11.02	$9.95
Value at end of period	$12.71	$10.18	$7.62	$13.14	$12.54	$11.02
Number of accumulation units outstanding at end of period	96,813	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	$10.60	$9.97
Value at end of period	$11.04	$10.60
Number of accumulation units outstanding at end of period	142,911	37,847
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.32	$8.03	$13.34	$12.65	$11.96	$10.98	$9.99
Value at end of period	$11.56	$10.32	$8.03	$13.34	$12.65	$11.96	$10.98
Number of accumulation units outstanding at end of period	51,290	47,131	46,310	70,250	29,742	33,842	71
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.47	$9.40	$14.72	$14.29	$12.44	$11.96	$10.86	$8.38	$10.00
Value at end of period	$11.48	$10.47	$9.40	$14.72	$14.29	$12.44	$11.96	$10.86	$8.38
Number of accumulation units outstanding at end of period	23,609	26,917	26,841	31,721	30,014	4,278	6,786	5,351	0
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.81	$6.51	$9.99
Value at end of period	$11.45	$9.81	$6.51
Number of accumulation units outstanding at end of period	72,817	67,035	44,807
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.54	$7.24	$12.48	$13.64	$11.46
Value at end of period	$10.93	$9.54	$7.24	$12.48	$13.64
Number of accumulation units outstanding at end of period	84,455	89,612	99,999	107,813	24,276
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$55.00	$40.99	$67.51	$83.11	$61.15	$53.02	$38.97	$28.65	$28.96	$27.12
Value at end of period	$69.52	$55.00	$40.99	$67.51	$83.11	$61.15	$53.02	$38.97	$28.65	$28.96
Number of accumulation units outstanding at end of period	31,594	42,205	49,340	66,635	80,669	79,153	106,213	89,475	99,482	112,185

DVA Plus

CFI 2


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.20	$6.66	$10.23	$10.06	$9.44
Value at end of period	$10.15	$8.20	$6.66	$10.23	$10.06
Number of accumulation units outstanding at end of period	59,404	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	$8.94	$6.88	$11.46	$11.15	$10.13
Value at end of period	$9.90	$8.94	$6.88	$11.46	$11.15
Number of accumulation units outstanding at end of period	150,779	157,889	159,880	125,072	30,946
ING DFA WORLD EQUITY PORTFOLIO
(Fund first available during October 2007)
Value at beginning of period	$7.04	$5.85	$10.41	$11.03
Value at end of period	$8.68	$7.04	$5.85	$10.41
Number of accumulation units outstanding at end of period	110,448	93,776	109,782	79,048
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.81	$9.99
Value at end of period	$8.81	$9.81
Number of accumulation units outstanding at end of period	0	1,284
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.97	$10.16	$16.91	$14.96	$13.53	$11.72	$9.56	$7.26	$9.11	$9.88
Value at end of period	$17.70	$13.97	$10.16	$16.91	$14.96	$13.53	$11.72	$9.56	$7.26	$9.11
Number of accumulation units outstanding at end of period	203,999	238,063	243,970	330,637	198,145	213,623	38,198	44,499	52,084	35,635
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.10	$7.74	$11.09	$10.94	$9.98
Value at end of period	$11.26	$10.10	$7.74	$11.09	$10.94
Number of accumulation units outstanding at end of period	240,604	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	$9.14	$7.31	$11.90	$12.53
Value at end of period	$10.06	$9.14	$7.31	$11.90
Number of accumulation units outstanding at end of period	136,290	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	$7.86	$6.11	$9.62	$10.20
Value at end of period	$8.60	$7.86	$6.11	$9.62
Number of accumulation units outstanding at end of period	743,528	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	$10.27	$10.28
Value at end of period	$11.04	$10.27
Number of accumulation units outstanding at end of period	0	498
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$38.50	$28.35	$48.66	$36.98	$30.84	$22.67	$21.58	$14.35	$14.42	$16.62
Value at end of period	$46.24	$38.50	$28.35	$48.66	$36.98	$30.84	$22.67	$21.58	$14.35	$14.42
Number of accumulation units outstanding at end of period	51,265	63,970	65,053	65,346	51,318	48,204	48,611	55,640	64,492	77,970

DVA Plus

CFI 3


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.85	$6.11	$9.51
Value at end of period	$8.82	$7.85	$6.11
Number of accumulation units outstanding at end of period	166,429	179,700	58,152
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.98	$10.86
Value at end of period	$13.78	$12.98
Number of accumulation units outstanding at end of period	28,020	9,425
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01	$10.00
Value at end of period	$10.02	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01
Number of accumulation units outstanding at end of period	49,367	76,821	81,989	98,148	93,835	34,130	183,047	108,298
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$12.43	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05	$10.00
Value at end of period	$14.92	$12.43	$9.57	$15.57	$14.98	$13.90	$12.70	$11.05
Number of accumulation units outstanding at end of period	81,101	94,168	115,067	136,812	138,286	105,445	222,237	111,247
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$11.75	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06	$10.00
Value at end of period	$14.21	$11.75	$9.55	$14.58	$15.80	$14.10	$13.29	$11.06
Number of accumulation units outstanding at end of period	60,478	72,831	78,223	103,530	106,404	89,405	184,418	108,271
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.42	$11.30	$12.53	$12.00	$11.71	$11.52	$11.16	$10.65	$10.00
Value at end of period	$13.43	$12.42	$11.30	$12.53	$12.00	$11.71	$11.52	$11.16	$10.65
Number of accumulation units outstanding at end of period	374,616	399,908	410,808	463,707	195,604	92,532	42,408	15,516	13,700
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.64	$7.05
Value at end of period	$8.12	$7.64
Number of accumulation units outstanding at end of period	27,888	35,562
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.78	$8.74	$17.35	$14.53	$11.96	$10.48	$9.06	$6.10	$8.34	$8.89
Value at end of period	$13.25	$11.78	$8.74	$17.35	$14.53	$11.96	$10.48	$9.06	$6.10	$8.34
Number of accumulation units outstanding at end of period	92,301	110,862	139,618	153,250	30,817	14,230	4,137	6,042	6,733	7,213
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during August 2010)
Value at beginning of period	$9.76
Value at end of period	$11.07
Number of accumulation units outstanding at end of period	186
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$21.05	$12.42	$25.82	$18.88	$14.08	$10.57	$9.09	$6.28	$7.12	$7.61
Value at end of period	$25.00	$21.05	$12.42	$25.82	$18.88	$14.08	$10.57	$9.09	$6.28	$7.12
Number of accumulation units outstanding at end of period	135,772	157,198	183,253	204,971	154,812	112,765	137,210	166,780	207,166	256,486
ING JPMORGAN MID CAP VALUE PORTFOLIO
Value at beginning of period	$13.37	$10.78	$16.30	$16.13
Value at end of period	$16.24	$13.37	$10.78	$16.30
Number of accumulation units outstanding at end of period	59,613	54,776	54,946	1,025,862


DVA Plus		CFI 4


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.89	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41	$7.85	$10.00
Value at end of period	$16.13	$12.89	$10.25	$14.82	$15.26	$13.25	$13.63	$10.41	$7.85
Number of accumulation units outstanding at end of period	71,558	65,391	76,585	99,454	86,447	71,069	70,555	24,875	6,459
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.47	$8.86	$12.39	$11.24	$10.78	$10.50	$9.46
Value at end of period	$14.07	$12.47	$8.86	$12.39	$11.24	$10.78	$10.50
Number of accumulation units outstanding at end of period	19,306	8,260	2,608	2,616	3,963	4,122	3,737
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.55	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82	$10.00
Value at end of period	$12.93	$10.55	$8.09	$13.51	$13.95	$12.84	$11.69	$10.82
Number of accumulation units outstanding at end of period	13,462	14,433	17,624	24,131	20,780	22,859	23,170	6,058
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$23.45	$22.16	$22.50	$21.54	$21.00	$20.93	$20.90	$20.58	$19.44	$18.08
Value at end of period	$23.89	$23.45	$22.16	$22.50	$21.54	$21.00	$20.93	$20.90	$20.58	$19.44
Number of accumulation units outstanding at end of period	50,499	62,476	72,204	86,065	116,241	165,436	216,064	292,574	431,756	366,849
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$17.48	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10	$16.18	$16.15	$15.75
Value at end of period	$17.26	$17.48	$17.65	$17.45	$16.83	$16.29	$16.04	$16.10	$16.18	$16.15
Number of accumulation units outstanding at end of period	654,563	823,111	1,075,453	1,041,103	930,466	486,113	690,371	727,878	695,807	785,738
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.43	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51	$8.11	$10.66	$11.28
Value at end of period	$12.06	$10.43	$8.89	$14.19	$13.80	$11.88	$11.41	$10.51	$8.11	$10.66
Number of accumulation units outstanding at end of period	32,778	33,801	37,356	40,789	42,733	20,683	32,515	30,613	37,818	62,734
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$14.59	$11.45	$19.43	$17.24	$16.63	$15.47	$13.92	$10.62	$15.28	$22.17
Value at end of period	$17.26	$14.59	$11.45	$19.43	$17.24	$16.63	$15.47	$13.92	$10.62	$15.28
Number of accumulation units outstanding at end of period	128,844	161,520	182,116	240,344	279,095	337,544	409,584	500,524	566,759	747,103
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.28	$9.04	$18.13	$15.22	$12.43	$10.32
Value at end of period	$13.80	$12.28	$9.04	$18.13	$15.22	$12.43
Number of accumulation units outstanding at end of period	70,471	89,629	116,880	132,084	109,286	51,614
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$25.37	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45	$19.47	$20.78	$20.94
Value at end of period	$27.52	$25.37	$21.79	$28.42	$27.67	$25.03	$24.63	$22.45	$19.47	$20.78
Number of accumulation units outstanding at end of period	189,086	222,309	277,551	325,558	377,087	436,318	618,206	634,937	631,443	715,332
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.95	$11.40	$18.54	$14.74	$11.41	$9.98
Value at end of period	$16.79	$14.95	$11.40	$18.54	$14.74	$11.41
Number of accumulation units outstanding at end of period	116,563	135,373	148,397	135,821	81,146	51,705
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$9.27	$6.66	$10.83	$8.74	$8.22	$7.56	$7.18
Value at end of period	$11.90	$9.27	$6.66	$10.83	$8.74	$8.22	$7.56
Number of accumulation units outstanding at end of period	130,284	164,493	183,121	86	101	1,013	973

DVA Plus

CFI 5


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.73	$12.36	$17.52	$16.18	$13.50	$12.28	$11.04	$8.86	$10.00
Value at end of period	$17.70	$15.73	$12.36	$17.52	$16.18	$13.50	$12.28	$11.04	$8.86
Number of accumulation units outstanding at end of period	50,786	43,937	50,398	69,246	44,308	27,066	13,347	7,437	11,623
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.81	$9.72
Value at end of period	$10.43	$9.81
Number of accumulation units outstanding at end of period	13,946	301
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2010)
Value at beginning of period	$10.14
Value at end of period	$12.01
Number of accumulation units outstanding at end of period	4,822
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$14.24	$10.35	$17.61	$16.77	$14.44	$12.91
Value at end of period	$16.29	$14.24	$10.35	$17.61	$16.77	$14.44
Number of accumulation units outstanding at end of period	81,946	88,907	95,643	92,165	59,837	15,633
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.76	$9.33	$12.20	$12.01	$11.16	$10.83	$10.00
Value at end of period	$15.53	$13.76	$9.33	$12.20	$12.01	$11.16	$10.83
Number of accumulation units outstanding at end of period	181,198	184,808	235,758	322,944	335,972	413,587	585,689
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.98	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31	$12.87	$11.99	$11.85
Value at end of period	$19.12	$17.98	$15.91	$15.46	$14.37	$13.95	$13.78	$13.31	$12.87	$11.99
Number of accumulation units outstanding at end of period	664,081	654,166	648,191	596,758	348,132	347,304	488,955	336,101	223,689	97,118
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.39	$8.48	$13.15	$12.67	$10.99	$10.39
Value at end of period	$11.89	$10.39	$8.48	$13.15	$12.67	$10.99
Number of accumulation units outstanding at end of period	39,556	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	$10.29	$8.33	$12.61	$12.10	$10.91	$9.95
Value at end of period	$11.99	$10.29	$8.33	$12.61	$12.10	$10.91
Number of accumulation units outstanding at end of period	177,139	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	$8.32	$8.25
Value at end of period	$8.86	$8.32
Number of accumulation units outstanding at end of period	313,416	177,020
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.38	$9.22
Value at end of period	$10.33	$9.38
Number of accumulation units outstanding at end of period	2,198,626	2,496,597

DVA Plus

CFI 6


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.50
Value at end of period	$10.56	$9.63
Number of accumulation units outstanding at end of period	2,602,054	2,859,154
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.67	$9.86
Number of accumulation units outstanding at end of period	1,436,677	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	$12.70	$10.85
Value at end of period	$14.11	$12.70
Number of accumulation units outstanding at end of period	28,032	31,979
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.19	$6.72	$10.31
Value at end of period	$9.06	$8.19	$6.72
Number of accumulation units outstanding at end of period	231,934	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	$12.53	$10.80
Value at end of period	$13.75	$12.53
Number of accumulation units outstanding at end of period	57,219	56,116
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$13.01	$10.83
Value at end of period	$16.17	$13.01
Number of accumulation units outstanding at end of period	80,860	97,790
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.47	$6.14	$10.49
Value at end of period	$10.44	$8.47	$6.14
Number of accumulation units outstanding at end of period	19,620	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	$8.71	$6.98	$10.21
Value at end of period	$10.84	$8.71	$6.98
Number of accumulation units outstanding at end of period	48,577	40,797	49,477
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.41	$5.74	$8.89	$8.20	$7.39	$6.87	$6.33	$4.63	$8.34	$10.00
Value at end of period	$9.67	$7.41	$5.74	$8.89	$8.20	$7.39	$6.87	$6.33	$4.63	$8.34
Number of accumulation units outstanding at end of period	18,978	19,495	20,110	20,649	22,813	15,169	13,540	21,971	4,959	3,816
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.99	$7.16	$9.41
Value at end of period	$11.01	$8.99	$7.16
Number of accumulation units outstanding at end of period	25,619	15,014	12,098

DVA Plus

CFI 7


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$47.55	$36.14	$50.48	$48.97	$43.26	$40.66	$35.31	$28.55	$28.77	$26.51
Value at end of period	$53.54	$47.55	$36.14	$50.48	$48.97	$43.26	$40.66	$35.31	$28.55	$28.77
Number of accumulation units outstanding at end of period	193,449	219,556	245,136	270,888	261,429	300,782	325,318	385,166	435,649	453,057
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$28.20	$22.85	$35.98	$35.36	$30.06	$29.29	$25.82	$20.89	$24.37	$24.35
Value at end of period	$32.01	$28.20	$22.85	$35.98	$35.36	$30.06	$29.29	$25.82	$20.89	$24.37
Number of accumulation units outstanding at end of period	135,743	157,777	163,315	188,717	186,657	210,739	201,213	202,281	255,607	293,213
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.16	$5.80	$10.18	$10.00
Value at end of period	$9.40	$8.16	$5.80	$10.18
Number of accumulation units outstanding at end of period	24,295	23,559	12,230	41,124
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.73	$7.47	$12.74	$11.20	$10.12
Value at end of period	$10.43	$9.73	$7.47	$12.74	$11.20
Number of accumulation units outstanding at end of period	98,706	101,897	119,244	52,781	6,280
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$21.26	$16.27	$27.31	$27.01	$22.43	$20.67	$18.87	$14.02	$17.78	$20.44
Value at end of period	$22.62	$21.26	$16.27	$27.31	$27.01	$22.43	$20.67	$18.87	$14.02	$17.78
Number of accumulation units outstanding at end of period	109,196	123,651	147,158	176,510	163,002	185,032	263,691	344,197	392,630	485,438
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.64	$10.21	$9.90
Value at end of period	$11.13	$10.64	$10.21
Number of accumulation units outstanding at end of period	91,062	87,442	72,701
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.43	$8.02	$13.54	$13.59	$12.04	$11.18
Value at end of period	$11.63	$10.43	$8.02	$13.54	$13.59	$12.04
Number of accumulation units outstanding at end of period	27,215	30,917	34,380	43,296	41,020	26,128
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.49	$9.06	$14.44	$14.96	$13.08	$12.80
Value at end of period	$13.07	$11.49	$9.06	$14.44	$14.96	$13.08
Number of accumulation units outstanding at end of period	126,971	129,999	149,237	150,106	138,545	105,339
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.23	$9.29	$12.31	$12.07	$10.87	$10.16
Value at end of period	$12.42	$11.23	$9.29	$12.31	$12.07	$10.87
Number of accumulation units outstanding at end of period	105,571	113,622	120,670	86,004	27,625	16,669
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$27.12	$22.16	$33.11	$32.68	$28.53	$26.25	$23.29	$18.45	$21.92	$25.21
Value at end of period	$30.13	$27.12	$22.16	$33.11	$32.68	$28.53	$26.25	$23.29	$18.45	$21.92
Number of accumulation units outstanding at end of period	111,833	141,131	167,823	241,574	322,272	402,732	509,151	662,030	802,103	979,242
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.89	$9.18	$13.04	$12.16	$10.81	$9.92	$9.75
Value at end of period	$11.50	$10.89	$9.18	$13.04	$12.16	$10.81	$9.92
Number of accumulation units outstanding at end of period	44,644	55,678	54,801	46,973	48,700	35,793	24,849

DVA Plus

CFI 8


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$7.81	$6.09	$9.68
Value at end of period	$8.16	$7.81	$6.09
Number of accumulation units outstanding at end of period	31,323	44,930	24,117
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.42	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73	$8.45	$10.00
Value at end of period	$12.55	$10.42	$7.95	$14.13	$14.43	$11.73	$12.02	$10.73	$8.45
Number of accumulation units outstanding at end of period	3,943	4,125	4,743	4,983	9,102	10,114	37,657	12,940	2,494
PROFUND VP BULL
Value at beginning of period	$7.84	$6.39	$10.37	$10.15	$9.04	$8.91	$8.29	$6.68	$8.90	$10.00
Value at end of period	$8.72	$7.84	$6.39	$10.37	$10.15	$9.04	$8.91	$8.29	$6.68	$8.90
Number of accumulation units outstanding at end of period	0	0	107	1,910	10,138	18,382	44,221	27,246	8,557	8,366
PROFUND VP EUROPE 30
Value at beginning of period	$9.50	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31	$6.07	$8.28	$10.00
Value at end of period	$9.63	$9.50	$7.27	$13.15	$11.62	$10.02	$9.38	$8.31	$6.07	$8.28
Number of accumulation units outstanding at end of period	7,302	7,337	7,465	7,692	9,520	2,690	4,239	8,463	2,703	0
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$6.11	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37	$10.00
Value at end of period	$5.06	$6.11	$4.68	$7.64	$8.16	$7.50	$8.25	$9.37
Number of accumulation units outstanding at end of period	6,149	6,889	7,279	11,240	23,153	29,960	37,895	6,934



Separate Account Annual Charges of 1.30%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during June 2008)
Value at beginning of period	$9.55	$8.00	$9.79
Value at end of period	$10.34	$9.55	$8.00
Number of accumulation units outstanding at end of period	33,422	17,485	5,483
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$17.30	$14.02	$19.77	$20.56	$17.45	$16.77	$13.86	$10.00
Value at end of period	$21.59	$17.30	$14.02	$19.77	$20.56	$17.45	$16.77	$13.86
Number of accumulation units outstanding at end of period	4,264	7,657	12,823	26,794	44,124	25,358	23,996	12,504
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.82	$10.33	$18.27	$15.78	$14.35	$12.76
Value at end of period	$15.95	$13.82	$10.33	$18.27	$15.78	$14.35
Number of accumulation units outstanding at end of period	87,155	111,195	140,522	125,610	123,122	29,399
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.86	$7.69	$13.63	$13.64	$11.52	$11.05	$10.07	$7.85	$9.59	$10.00
Value at end of period	$11.19	$9.86	$7.69	$13.63	$13.64	$11.52	$11.05	$10.07	$7.85	$9.59
Number of accumulation units outstanding at end of period	62,730	76,348	88,691	106,972	127,003	116,754	119,478	128,998	37,470	0

DVA Plus

CFI 9


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.76	$7.19	$9.92
Value at end of period	$9.68	$8.76	$7.19
Number of accumulation units outstanding at end of period	4,954	20,042	2,553
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.98	$9.01	$10.16
Value at end of period	$10.44	$9.98	$9.01
Number of accumulation units outstanding at end of period	20,275	23,162	11,755
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.36	$8.81	$14.45	$14.01	$12.38	$11.91	$10.99	$10.00
Value at end of period	$12.43	$11.36	$8.81	$14.45	$14.01	$12.38	$11.91	$10.99
Number of accumulation units outstanding at end of period	59,859	74,887	86,505	119,504	132,540	114,495	103,372	17,838
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.21	$8.92	$16.21	$14.70	$13.58	$11.90	$10.78	$10.00
Value at end of period	$14.22	$12.21	$8.92	$16.21	$14.70	$13.58	$11.90	$10.78
Number of accumulation units outstanding at end of period	176,198	206,632	220,043	267,965	248,852	200,617	175,094	48,700
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.84	$12.70	$22.36	$18.98	$16.24	$13.61	$11.62	$10.00
Value at end of period	$18.79	$17.84	$12.70	$22.36	$18.98	$16.24	$13.61	$11.62
Number of accumulation units outstanding at end of period	102,142	117,257	120,700	170,475	157,385	90,957	67,730	20,350
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.10	$11.44
Value at end of period	$14.57	$13.10
Number of accumulation units outstanding at end of period	2,341	2,546
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.67	$11.52	$20.70	$18.01	$14.12	$12.40	$10.66	$8.23
Value at end of period	$14.41	$13.67	$11.52	$20.70	$18.01	$14.12	$12.40	$10.66
Number of accumulation units outstanding at end of period	88,065	101,112	93,458	112,238	96,349	73,142	30,677	27,428
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.15	$7.61	$13.12	$12.53	$11.01	$10.32
Value at end of period	$12.67	$10.15	$7.61	$13.12	$12.53	$11.01
Number of accumulation units outstanding at end of period	15,480	18,263	20,246	21,225	15,215	20,261
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.59	$10.07
Value at end of period	$11.03	$10.59
Number of accumulation units outstanding at end of period	35,744	1,512
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.28	$8.00	$13.30	$12.62	$11.94	$10.97	$10.00	$7.98	$10.00
Value at end of period	$11.51	$10.28	$8.00	$13.30	$12.62	$11.94	$10.97	$10.00	$7.98
Number of accumulation units outstanding at end of period	64,878	84,489	95,433	107,711	125,207	137,871	7,333	10,243	4,822

DVA Plus

CFI 10


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.43	$9.37	$14.68	$14.26	$12.41	$11.94	$10.85	$8.38	$10.00
Value at end of period	$11.43	$10.43	$9.37	$14.68	$14.26	$12.41	$11.94	$10.85	$8.38
Number of accumulation units outstanding at end of period	2,597	2,762	3,349	3,700	8,401	6,360	5,138	8,397	89
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.80	$6.51	$9.99
Value at end of period	$11.43	$9.80	$6.51
Number of accumulation units outstanding at end of period	22,946	21,222	10,622
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.52	$7.23	$12.47	$13.63	$10.79
Value at end of period	$10.90	$9.52	$7.23	$12.47	$13.63
Number of accumulation units outstanding at end of period	17,038	18,589	14,369	35,330	29,687
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$54.36	$40.53	$66.79	$82.27	$60.56	$52.53	$38.63	$28.42	$28.74	$26.93
Value at end of period	$68.67	$54.36	$40.53	$66.79	$82.27	$60.56	$52.53	$38.63	$28.42	$28.74
Number of accumulation units outstanding at end of period	22,953	27,791	35,079	43,519	60,114	73,448	78,254	83,293	71,426	31,389
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.19	$6.65	$10.22	$10.06	$10.19
Value at end of period	$10.13	$8.19	$6.65	$10.22	$10.06
Number of accumulation units outstanding at end of period	16,959	18,637	23,738	20,336	16,714
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$8.92	$6.87	$11.45	$11.14	$10.18
Value at end of period	$9.87	$8.92	$6.87	$11.45	$11.14
Number of accumulation units outstanding at end of period	38,371	43,128	41,651	34,734	30,223
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.25	$6.03	$10.18
Value at end of period	$8.93	$7.25	$6.03
Number of accumulation units outstanding at end of period	5,089	2,580	3
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.90	$10.12	$16.85	$14.91	$13.50	$11.70	$9.55	$7.25	$9.10	$9.88
Value at end of period	$17.61	$13.90	$10.12	$16.85	$14.91	$13.50	$11.70	$9.55	$7.25	$9.10
Number of accumulation units outstanding at end of period	235,619	292,861	335,617	464,152	299,245	313,799	164,483	176,725	107,226	53,162
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.08	$7.73	$11.08	$10.93	$9.96
Value at end of period	$11.24	$10.08	$7.73	$11.08	$10.93
Number of accumulation units outstanding at end of period	42,418	68,249	75,300	71,090	32,434
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.12	$7.31	$11.90	$12.57
Value at end of period	$10.04	$9.12	$7.31	$11.90
Number of accumulation units outstanding at end of period	34,442	43,651	49,778	29,733

DVA Plus

CFI 11


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.85	$6.10	$9.61	$10.06
Value at end of period	$8.58	$7.85	$6.10	$9.61
Number of accumulation units outstanding at end of period	23,606	22,652	21,225	65,101
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$38.04	$28.03	$48.14	$36.60	$30.54	$22.46	$21.39	$14.23	$14.31	$16.50
Value at end of period	$45.68	$38.04	$28.03	$48.14	$36.60	$30.54	$22.46	$21.39	$14.23	$14.31
Number of accumulation units outstanding at end of period	27,749	33,123	39,942	55,067	57,589	48,668	46,254	42,368	36,132	14,140
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.84	$6.11	$9.96	$9.83
Value at end of period	$8.81	$7.84	$6.11	$9.96
Number of accumulation units outstanding at end of period	296,136	400,179	352,050	788
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.97	$11.78
Value at end of period	$13.77	$12.97
Number of accumulation units outstanding at end of period	355	582
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.89	$7.33	$11.86	$11.47	$10.17	$9.79	$9.00	$10.00
Value at end of period	$9.98	$8.89	$7.33	$11.86	$11.47	$10.17	$9.79	$9.00
Number of accumulation units outstanding at end of period	20,698	31,879	33,921	43,941	51,740	56,423	65,256	67,279
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.52	$9.65	$15.70	$15.12	$14.03	$12.83	$11.74
Value at end of period	$15.03	$12.52	$9.65	$15.70	$15.12	$14.03	$12.83
Number of accumulation units outstanding at end of period	14,468	20,444	23,413	22,655	25,199	22,278	2,096
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.25	$9.97	$15.23	$16.50	$14.73	$13.90	$12.49
Value at end of period	$14.81	$12.25	$9.97	$15.23	$16.50	$14.73	$13.90
Number of accumulation units outstanding at end of period	15,500	17,940	18,585	24,976	26,379	15,603	5,018
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.37	$11.26	$12.49	$11.98	$11.69	$11.51	$11.15	$10.65	$10.00
Value at end of period	$13.37	$12.37	$11.26	$12.49	$11.98	$11.69	$11.51	$11.15	$10.65
Number of accumulation units outstanding at end of period	37,893	79,143	105,256	107,346	93,762	145,882	59,484	53,210	65,448
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.64	$6.07	$10.23
Value at end of period	$8.11	$7.64	$6.07
Number of accumulation units outstanding at end of period	2,643	2,774	184
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.72	$8.70	$17.28	$14.49	$11.93	$10.45	$9.04	$6.09	$8.33	$8.89
Value at end of period	$13.18	$11.72	$8.70	$17.28	$14.49	$11.93	$10.45	$9.04	$6.09	$8.33
Number of accumulation units outstanding at end of period	172,632	206,642	247,686	316,278	66,458	69,916	77,277	92,520	65,940	57,110
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.92	$12.36	$25.69	$18.79	$14.02	$10.54	$9.07	$6.26	$7.11	$7.60
Value at end of period	$24.84	$20.92	$12.36	$25.69	$18.79	$14.02	$10.54	$9.07	$6.26	$7.11
Number of accumulation units outstanding at end of period	76,510	91,157	108,555	155,299	185,189	155,101	143,613	150,156	144,725	145,024


DVA Plus		CFI 12


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$14.28	$11.51	$17.29
Value at end of period	$17.33	$14.28	$11.51
Number of accumulation units outstanding at end of period	3,658	171	1,124
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.84	$10.21	$14.77	$15.23	$13.23	$13.63	$10.40	$7.85	$10.00
Value at end of period	$16.06	$12.84	$10.21	$14.77	$15.23	$13.23	$13.63	$10.40	$7.85
Number of accumulation units outstanding at end of period	36,668	36,313	36,895	41,321	51,711	53,194	59,643	56,894	13,266
ING LARGE CAP GROWTH PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.43	$9.47
Value at end of period	$14.02	$12.43
Number of accumulation units outstanding at end of period	20,553	1,188
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.52	$8.07	$13.48	$13.92	$12.82	$11.69	$10.82	$10.00
Value at end of period	$12.89	$10.52	$8.07	$13.48	$13.92	$12.82	$11.69	$10.82
Number of accumulation units outstanding at end of period	5,566	5,809	9,947	11,032	10,360	5,380	11,056	8,543
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$23.14	$21.88	$22.22	$21.28	$20.77	$20.70	$20.69	$20.38	$19.25	$17.92
Value at end of period	$23.55	$23.14	$21.88	$22.22	$21.28	$20.77	$20.70	$20.69	$20.38	$19.25
Number of accumulation units outstanding at end of period	37,468	52,881	74,995	99,687	133,254	158,844	285,548	378,429	325,166	344,127
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$17.22	$17.39	$17.20	$16.61	$16.08	$15.85	$15.91	$16.00	$15.98	$15.59
Value at end of period	$17.00	$17.22	$17.39	$17.20	$16.61	$16.08	$15.85	$15.91	$16.00	$15.98
Number of accumulation units outstanding at end of period	130,667	271,696	411,578	381,974	255,836	240,199	225,600	257,123	337,508	231,817
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.37	$8.85	$14.13	$13.75	$11.85	$11.38	$10.49	$8.09	$10.65	$11.27
Value at end of period	$11.99	$10.37	$8.85	$14.13	$13.75	$11.85	$11.38	$10.49	$8.09	$10.65
Number of accumulation units outstanding at end of period	50,113	57,810	65,907	107,256	142,716	190,353	213,215	229,200	169,038	136,518
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$14.49	$11.38	$19.32	$17.14	$16.55	$15.40	$13.87	$10.59	$15.23	$22.12
Value at end of period	$17.14	$14.49	$11.38	$19.32	$17.14	$16.55	$15.40	$13.87	$10.59	$15.23
Number of accumulation units outstanding at end of period	108,025	136,577	161,349	218,354	275,575	381,718	423,501	493,865	445,015	478,470
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during September 2005)
Value at beginning of period	$12.25	$9.02	$18.10	$15.21	$12.43	$11.22
Value at end of period	$13.76	$12.25	$9.02	$18.10	$15.21	$12.43
Number of accumulation units outstanding at end of period	56,889	64,950	78,284	66,453	96,579	78,640
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$25.18	$21.63	$28.23	$27.50	$24.89	$24.51	$22.34	$19.39	$20.70	$20.87
Value at end of period	$27.30	$25.18	$21.63	$28.23	$27.50	$24.89	$24.51	$22.34	$19.39	$20.70
Number of accumulation units outstanding at end of period	119,446	171,112	214,568	282,679	333,087	393,624	435,308	472,864	447,612	307,521
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.92	$11.38	$18.51	$14.72	$11.40	$10.11
Value at end of period	$16.74	$14.92	$11.38	$18.51	$14.72	$11.40
Number of accumulation units outstanding at end of period	19,009	23,711	34,630	40,679	42,966	35,317

DVA Plus

CFI 13


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$9.23	$6.63	$10.79	$8.71	$8.20	$7.54	$7.17
Value at end of period	$11.84	$9.23	$6.63	$10.79	$8.71	$8.20	$7.54
Number of accumulation units outstanding at end of period	118,458	161,944	186,892	12,557	18,618	19,598	19,635
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.67	$12.32	$17.47	$16.14	$13.48	$12.27	$11.03	$8.85	$10.00
Value at end of period	$17.62	$15.67	$12.32	$17.47	$16.14	$13.48	$12.27	$11.03	$8.85
Number of accumulation units outstanding at end of period	32,028	34,727	35,503	50,329	55,418	54,121	50,811	48,477	23,086
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.14	$10.88
Value at end of period	$12.90	$12.14
Number of accumulation units outstanding at end of period	970	32
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during December 2010)
Value at beginning of period	$14.29
Value at end of period	$14.57
Number of accumulation units outstanding at end of period	6,522
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$13.52	$9.83	$16.73	$15.94	$13.73	$11.60
Value at end of period	$15.45	$13.52	$9.83	$16.73	$15.94	$13.73
Number of accumulation units outstanding at end of period	11,694	16,522	20,530	35,394	45,711	47,856
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.72	$9.31	$12.17	$11.99	$11.15	$10.83	$10.00
Value at end of period	$15.48	$13.72	$9.31	$12.17	$11.99	$11.15	$10.83
Number of accumulation units outstanding at end of period	156,659	186,391	231,110	289,841	349,854	365,692	447,709
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.84	$15.80	$15.36	$14.28	$13.87	$13.71	$13.25	$12.81	$11.94	$11.81
Value at end of period	$18.97	$17.84	$15.80	$15.36	$14.28	$13.87	$13.71	$13.25	$12.81	$11.94
Number of accumulation units outstanding at end of period	237,001	348,169	373,709	359,568	345,030	366,483	394,419	374,197	284,971	72,168
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during September 2005)
Value at beginning of period	$10.37	$8.46	$13.13	$12.66	$10.99	$10.66
Value at end of period	$11.85	$10.37	$8.46	$13.13	$12.66	$10.99
Number of accumulation units outstanding at end of period	40,016	44,414	52,673	57,004	70,812	75,956
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.27	$8.31	$12.59	$12.09	$10.90	$10.20
Value at end of period	$11.95	$10.27	$8.31	$12.59	$12.09	$10.90
Number of accumulation units outstanding at end of period	181,869	209,566	239,155	165,104	195,396	232,845
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.32	$8.25
Value at end of period	$8.85	$8.32
Number of accumulation units outstanding at end of period	35,492	35,528

DVA Plus

CFI 14


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.22
Value at end of period	$10.33	$9.37
Number of accumulation units outstanding at end of period	90,926	139,459
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.50
Value at end of period	$10.55	$9.63
Number of accumulation units outstanding at end of period	64,755	64,028
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.66	$9.86
Number of accumulation units outstanding at end of period	43,936	54,725
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.70	$10.85
Value at end of period	$14.10	$12.70
Number of accumulation units outstanding at end of period	39,681	48,549
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during December 2008)
Value at beginning of period	$8.19	$6.72	$6.10
Value at end of period	$9.05	$8.19	$6.72
Number of accumulation units outstanding at end of period	140,441	190,804	200
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.52	$10.64
Value at end of period	$13.73	$12.52
Number of accumulation units outstanding at end of period	0	62
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.01	$10.80
Value at end of period	$16.16	$13.01
Number of accumulation units outstanding at end of period	49,507	65,432
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.46	$6.14	$10.30
Value at end of period	$10.43	$8.46	$6.14
Number of accumulation units outstanding at end of period	5,853	4,676	1,193
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$8.70	$6.98	$10.01
Value at end of period	$10.83	$8.70	$6.98
Number of accumulation units outstanding at end of period	28,493	30,172	27,785
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.38	$5.72	$8.86	$8.17	$7.37	$6.86	$6.32	$4.63	$8.34	$10.00
Value at end of period	$9.62	$7.38	$5.72	$8.86	$8.17	$7.37	$6.86	$6.32	$4.63	$8.34
Number of accumulation units outstanding at end of period	77,953	92,135	105,140	118,200	130,866	145,130	158,167	172,367	59,276	20,999

DVA Plus

CFI 15


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.98	$7.15	$10.48
Value at end of period	$11.00	$8.98	$7.15
Number of accumulation units outstanding at end of period	4,081	1,147	2,477
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$46.99	$35.73	$49.94	$48.47	$42.84	$40.28	$35.00	$28.32	$28.55	$26.32
Value at end of period	$52.89	$46.99	$35.73	$49.94	$48.47	$42.84	$40.28	$35.00	$28.32	$28.55
Number of accumulation units outstanding at end of period	135,507	172,460	202,423	241,206	272,563	326,106	336,587	334,523	281,690	152,493
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$27.87	$22.59	$35.59	$35.00	$29.77	$29.02	$25.59	$20.72	$24.18	$24.17
Value at end of period	$31.62	$27.87	$22.59	$35.59	$35.00	$29.77	$29.02	$25.59	$20.72	$24.18
Number of accumulation units outstanding at end of period	92,010	106,678	124,573	150,187	174,883	215,180	234,788	247,853	159,633	103,146
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.15	$5.79	$10.18	$10.29
Value at end of period	$9.38	$8.15	$5.79	$10.18
Number of accumulation units outstanding at end of period	6,185	10,502	6,953	10,379
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during July 2006)
Value at beginning of period	$9.71	$7.46	$12.73	$11.19	$9.66
Value at end of period	$10.40	$9.71	$7.46	$12.73	$11.19
Number of accumulation units outstanding at end of period	14,218	24,208	16,630	19,146	9,873
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$21.05	$16.12	$27.07	$26.78	$22.26	$20.52	$18.74	$13.93	$17.68	$20.33
Value at end of period	$22.38	$21.05	$16.12	$27.07	$26.78	$22.26	$20.52	$18.74	$13.93	$17.68
Number of accumulation units outstanding at end of period	50,477	68,507	83,731	129,943	174,826	225,122	279,067	299,049	262,335	203,822
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$10.63	$10.21	$9.88
Value at end of period	$11.11	$10.63	$10.21
Number of accumulation units outstanding at end of period	17,017	17,659	13,990
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during September 2005)
Value at beginning of period	$9.67	$7.45	$12.58	$12.63	$11.19	$10.67
Value at end of period	$10.79	$9.67	$7.45	$12.58	$12.63	$11.19
Number of accumulation units outstanding at end of period	328	328	328	761	1,614	1,059
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.97	$8.65	$13.80	$14.30	$12.51	$12.05
Value at end of period	$12.47	$10.97	$8.65	$13.80	$14.30	$12.51
Number of accumulation units outstanding at end of period	19,811	20,196	21,597	23,455	13,366	2,976
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.20	$9.27	$12.29	$12.06	$10.87	$10.16
Value at end of period	$12.39	$11.20	$9.27	$12.29	$12.06	$10.87
Number of accumulation units outstanding at end of period	22,493	30,431	45,330	4,262	4,279	5,930
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$26.87	$21.96	$32.83	$32.43	$28.32	$26.07	$23.15	$18.34	$21.80	$25.09
Value at end of period	$29.83	$26.87	$21.96	$32.83	$32.43	$28.32	$26.07	$23.15	$18.34	$21.80
Number of accumulation units outstanding at end of period	76,247	83,098	100,212	133,609	160,271	197,981	215,679	233,668	212,480	181,197

DVA Plus

CFI 16


Condensed Financial Information (continued)





		2010		2009	2008	2007	2006	2005	2004	2003	2002	2001
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.85		$9.16		$13.01	$12.14	$10.80	$9.91	$9.79
Value at end of period	$11.46		$10.85		$9.16	$13.01	$12.14	$10.80	$9.91
Number of accumulation units outstanding at end of period	38,430		66,642		63,961	69,289	95,881	51,878	4,492
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period		$7.72	$6.02		$10.05
Value at end of period		$8.07	$7.72		$6.02
Number of accumulation units outstanding at end of period		8,735	15,761		50
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.38		$7.92		$14.09	$14.40	$11.71	$12.00	$10.72	$8.45	$10.00
Value at end of period	$12.49		$10.38		$7.92	$14.09	$14.40	$11.71	$12.00	$10.72	$8.45
Number of accumulation units outstanding at end of period		5,507	5,789		6,469	8,500	10,721	14,775	18,024	22,371	1,920
PROFUND VP BULL
Value at beginning of period		$7.81	$6.36		$10.34	$10.12	$9.02	$8.89	$8.28	$6.68	$8.90	$10.00
Value at end of period		$8.67	$7.81		$6.36	$10.34	$10.12	$9.02	$8.89	$8.28	$6.68	$8.90
Number of accumulation units outstanding at end of period		4,506	4,810		6,124	9,411	22,769	30,094	41,590	25,716	18,624	10,121
PROFUND VP EUROPE 30
Value at beginning of period		$9.46	$7.24		$13.10	$11.59	$9.99	$9.36	$8.30	$6.06	$8.27	$10.00
Value at end of period		$9.58	$9.46		$7.24	$13.10	$11.59	$9.99	$9.36	$8.30	$6.06	$8.27
Number of accumulation units outstanding at end of period		4,879	5,462		6,271	14,835	15,290	24,845	29,272	53,761	11,287	5,341
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period		$6.09	$4.67		$7.62	$8.14	$7.49	$8.24	$9.37	$10.09
Value at end of period		$5.04	$6.09		$4.67	$7.62	$8.14	$7.49	$8.24	$9.37
Number of accumulation units outstanding at end of period		649		673	1,824	3,240	5,960	7,352	13,616	506



Separate Account Annual Charges of 1.40%

	2010		2009		2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.53		$7.99		$10.09
Value at end of period	$10.31		$9.53		$7.99
Number of accumulation units outstanding at end of period	14,545,662	13,749,221 5,658,472
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$17.18		$13.94		$19.68	$20.49	$17.41	$16.74	$13.85	$10.00
Value at end of period	$21.42		$17.18		$13.94	$19.68	$20.49	$17.41	$16.74	$13.85
Number of accumulation units outstanding at end of period	1,094,501	1,267,316		1,517,242		1,927,008	2,430,081	3,133,417	1,913,146	368,372
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.48		$8.59		$15.21	$13.15	$11.97	$10.22
Value at end of period	$13.24		$11.48		$8.59	$15.21	$13.15	$11.97
Number of accumulation units outstanding at end of period	9,154,108	10,400,918 11,187,820				8,180,923	5,267,423	2,397,304

DVA Plus

CFI 17


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.78	$7.63	$13.54	$13.56	$11.47	$11.02	$10.04	$7.83	$9.59	$10.00
Value at end of period	$11.08	$9.78	$7.63	$13.54	$13.56	$11.47	$11.02	$10.04	$7.83	$9.59
Number of accumulation units outstanding at end of period	2,311,978	2,618,208	3,016,228	3,793,220	3,999,650	3,467,553	3,098,913	2,275,054	478,395	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.75	$7.19	$9.94
Value at end of period	$9.66	$8.75	$7.19
Number of accumulation units outstanding at end of period	6,373,630	6,199,815	3,167,031
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.78	$8.85	$10.01
Value at end of period	$10.23	$9.78	$8.85
Number of accumulation units outstanding at end of period	8,176,396	7,895,772	4,629,576
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.28	$8.76	$14.38	$13.96	$12.35	$11.90	$10.99	$10.00
Value at end of period	$12.33	$11.28	$8.76	$14.38	$13.96	$12.35	$11.90	$10.99
Number of accumulation units outstanding at end of period	17,556,911	19,309,994	17,876,389	14,555,763	12,258,413	10,360,815	6,533,086	1,032,491
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.13	$8.87	$16.14	$14.65	$13.55	$11.89	$10.77	$10.00
Value at end of period	$14.12	$12.13	$8.87	$16.14	$14.65	$13.55	$11.89	$10.77
Number of accumulation units outstanding at end of period	25,830,505	27,401,456	26,599,640	21,696,367	18,821,265	15,583,944	9,535,997	1,647,654
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.73	$12.63	$22.26	$18.91	$16.21	$13.59	$11.62	$10.00
Value at end of period	$18.65	$17.73	$12.63	$22.26	$18.91	$16.21	$13.59	$11.62
Number of accumulation units outstanding at end of period	10,785,643	11,391,844	10,841,337	9,438,334	7,746,931	5,984,403	3,147,004	589,077
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$12.07	$9.08	$9.99
Value at end of period	$13.40	$12.07	$9.08
Number of accumulation units outstanding at end of period	2,196,476	1,804,007	296,480
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.56	$11.44	$20.58	$17.92	$14.07	$12.37	$10.64	$8.22	$10.00
Value at end of period	$14.29	$13.56	$11.44	$20.58	$17.92	$14.07	$12.37	$10.64	$8.22
Number of accumulation units outstanding at end of period	5,620,114	6,242,428	5,824,950	5,689,657	4,314,295	3,309,450	1,748,507	506,335	72,898
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.10	$7.58	$13.08	$12.51	$11.01	$10.00
Value at end of period	$12.60	$10.10	$7.58	$13.08	$12.51	$11.01
Number of accumulation units outstanding at end of period	4,210,806	4,248,323	3,468,055	2,503,317	1,645,722	857,118
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.59	$9.88
Value at end of period	$11.01	$10.59
Number of accumulation units outstanding at end of period	3,408,948	2,184,297

DVA Plus

CFI 18


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.20	$7.94	$13.22	$12.56	$11.89	$10.94	$9.98	$7.97	$10.00
Value at end of period	$11.41	$10.20	$7.94	$13.22	$12.56	$11.89	$10.94	$9.98	$7.97
Number of accumulation units outstanding at end of period	1,445,316	1,425,010	1,241,676	1,170,061	1,314,957	1,467,824	273,908	158,396	44,773
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.35	$9.30	$14.59	$14.19	$12.37	$11.91	$10.83	$8.37	$10.00
Value at end of period	$11.33	$10.35	$9.30	$14.59	$14.19	$12.37	$11.91	$10.83	$8.37
Number of accumulation units outstanding at end of period	238,102	262,028	315,141	439,091	584,498	355,798	405,741	289,419	93,268
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.78	$6.50	$9.99
Value at end of period	$11.40	$9.78	$6.50
Number of accumulation units outstanding at end of period	3,411,901	2,801,527	1,504,065
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.49	$7.21	$12.45	$13.62	$11.04
Value at end of period	$10.85	$9.49	$7.21	$12.45	$13.62
Number of accumulation units outstanding at end of period	1,961,059	2,241,686	2,084,334	1,270,230	740,797
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$53.29	$39.77	$65.61	$80.89	$59.61	$51.76	$38.11	$28.06	$28.40	$26.64
Value at end of period	$67.25	$53.29	$39.77	$65.61	$80.89	$59.61	$51.76	$38.11	$28.06	$28.40
Number of accumulation units outstanding at end of period	675,827	801,790	952,216	1,233,036	1,684,633	1,718,845	1,657,594	1,388,196	1,167,176	887,731
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.16	$6.63	$10.21	$10.05	$10.05
Value at end of period	$10.08	$8.16	$6.63	$10.21	$10.05
Number of accumulation units outstanding at end of period	2,485,616	2,897,468	3,270,508	1,892,774	854,223
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.89	$6.85	$11.43	$11.13	$9.91	$10.06
Value at end of period	$9.82	$8.89	$6.85	$11.43	$11.13	$9.91
Number of accumulation units outstanding at end of period	3,853,085	3,902,577	3,528,125	1,733,413	904,669	7,654
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$7.01	$5.84	$10.40	$10.18
Value at end of period	$8.63	$7.01	$5.84	$10.40
Number of accumulation units outstanding at end of period	6,040,110	5,557,861	5,640,975	1,412,784
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.81	$9.75
Value at end of period	$8.79	$9.81
Number of accumulation units outstanding at end of period	113,073	7,459
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.77	$10.03	$16.72	$14.81	$13.42	$11.65	$9.52	$7.23	$9.09	$9.88
Value at end of period	$17.43	$13.77	$10.03	$16.72	$14.81	$13.42	$11.565	$9.52	$7.23	$9.09
Number of accumulation units outstanding at end of period	6,967,702	7,847,444	790,043	8,909,282	5,842,433	6,237,950	2,675,497	2,137,834	1,436,694	685,331

DVA Plus

CFI 19


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.04	$7.71	$11.06	$10.93	$10.00
Value at end of period	$11.18	$10.04	$7.71	$11.06	$10.93
Number of accumulation units outstanding at end of period	5,251,259	5,510,324	4,555,948	3,440,430	1,274,023
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$9.10	$7.29	$11.89	$12.42
Value at end of period	$10.01	$9.10	$7.29	$11.89
Number of accumulation units outstanding at end of period	3,338,775	3,218,271	3,054,887	2,191,899
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.83	$6.09	$9.61	$10.00
Value at end of period	$8.55	$7.83	$6.09	$9.61
Number of accumulation units outstanding at end of period	16,813,479	18,242,924	18,040,063	7,707,311
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.26	$10.28
Value at end of period	$11.02	$10.26
Number of accumulation units outstanding at end of period	76,851	5,674
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$37.30	$27.51	$47.29	$35.99	$30.06	$22.13	$21.09	$14.05	$14.14	$16.32
Value at end of period	$44.73	$37.30	$27.51	$47.29	$35.99	$30.06	$22.13	$21.09	$14.05	$14.14
Number of accumulation units outstanding at end of period	2,021,669	2,632,139	2,510,627	2,063,890	1,643,710	1,542,661	964,040	742,286	575,255	295,871
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.82	$6.10	$9.95	$9.83
Value at end of period	$8.78	$7.82	$6.10	$9.95
Number of accumulation units outstanding at end of period	5,214,662	5,796,850	3,900,949	21,255
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.96	$9.99
Value at end of period	$13.74	$12.96
Number of accumulation units outstanding at end of period	1,477,004	453,760
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.82	$7.27	$11.78	$11.40	$10.12	$9.76	$8.98	$10.00
Value at end of period	$9.88	$8.82	$7.27	$11.78	$11.40	$10.12	$9.76	$8.98
Number of accumulation units outstanding at end of period	1,008,074	1,178,124	1,295,966	1,448,885	1,498,538	1,549,701	1,431,006	494,773
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.94	$8.44	$13.75	$13.25	$12.31	$11.26	$10.04
Value at end of period	$13.12	$10.94	$8.44	$13.75	$13.25	$12.31	$11.26
Number of accumulation units outstanding at end of period	1,204,164	1,377,178	1,538,832	1,857,115	1,780,924	1,371,262	437,111
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.28	$8.37	$12.80	$13.88	$12.41	$11.72	$10.06
Value at end of period	$12.41	$10.28	$8.37	$12.80	$13.88	$12.41	$11.72
Number of accumulation units outstanding at end of period	987,422	1,101,850	1,200,311	1,437,532	1,463,522	1,076,172	424,131

DVA Plus

CFI 20


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.28	$11.19	$12.42	$11.92	$11.65	$11.48	$11.13	$10.64	$10.00
Value at end of period	$13.26	$12.28	$11.19	$12.42	$11.92	$11.65	$11.48	$11.13	$10.64
Number of accumulation units outstanding at end of period	14,805,735	15,212,968	14,692,505	12,433,842	7,089,555	3,506,748	2,682,543	1,026,869	719,279
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.62	$6.06	$10.14
Value at end of period	$8.09	$7.62	$6.06
Number of accumulation units outstanding at end of period	1,156,598	1,391,858	139,687
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.61	$8.63	$17.16	$14.40	$11.87	$10.41	$9.01	$6.08	$8.32	$8.89
Value at end of period	$13.05	$11.61	$8.63	$17.16	$14.40	$11.87	$10.41	$9.01	$6.08	$8.32
Number of accumulation units outstanding at end of period	4,108,306	4,891,208	5,751,889	5,272,667	1,175,746	868,501	778,230	856,121	464,523	368,091
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.81
Value at end of period	$11.05	$9.86
Number of accumulation units outstanding at end of period	63,936	3,051
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.67	$12.22	$25.43	$18.63	$13.91	$10.46	$9.01	$6.23	$7.08	$7.58
Value at end of period	$24.52	$20.67	$12.22	$25.43	$18.63	$13.91	$10.46	$9.01	$6.23	$7.08
Number of accumulation units outstanding at end of period	3,721,910	4,884,446	4,935,142	4,448,144	3,740,816	3,298,670	2,479,088	2,328,297	1,975,891	2,270,962
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.56	$6.91	$10.18
Value at end of period	$10.38	$8.56	$6.91
Number of accumulation units outstanding at end of period	1,415,034	802,705	540,677
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.74	$10.15	$14.69	$15.16	$13.18	$13.63	$10.38	$7.85	$10.00
Value at end of period	$15.92	$12.74	$10.15	$14.69	$15.16	$13.18	$13.63	$10.38	$7.85
Number of accumulation units outstanding at end of period	2,114,063	1,657,419	1,611,588	1,945,337	2,000,101	1,821,293	1,519,167	824,986	169,670
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.36	$8.80	$12.32	$11.19	$10.75	$10.49	$9.79
Value at end of period	$13.93	$12.36	$8.80	$12.32	$11.19	$10.75	$10.49
Number of accumulation units outstanding at end of period	1,082,965	1,127,373	74,128	25,298	39,234	26,871	13,651
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH
PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.45	$8.03	$13.42	$13.88	$12.79	$11.67	$10.82	$10.00
Value at end of period	$12.79	$10.45	$8.03	$13.42	$13.88	$12.79	$11.67	$10.82
Number of accumulation units outstanding at end of period	804,967	917,444	1,053,734	1,186,301	1,293,651	1,404,961	1,127,028	100,971
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$22.72	$21.50	$21.86	$20.96	$20.47	$20.43	$20.44	$20.16	$19.06	$17.76
Value at end of period	$23.11	$22.72	$21.50	$21.86	$20.96	$20.47	$20.43	$20.44	$20.16	$19.06
Number of accumulation units outstanding at end of period	595,343	738,091	954,519	1,366,149	1,891,473	2,520,744	3,368,052	5,262,645	6,261,694	4,325,602
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.94	$17.12	$16.95	$16.38	$15.87	$15.66	$15.74	$15.84	$15.84	$15.47
Value at end of period	$16.70	$16.94	$17.12	$16.95	$16.38	$15.87	$15.66	$15.74	$15.84	$15.84
Number of accumulation units outstanding at end of period	7,999,039	11,578,123	15,903,229	6,935,089	6,031,181	5,498,848	5,672,311	7,879,356	12,089,343	14,053,316


DVA Plus		CFI 21


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.27	$8.77	$14.02	$13.65	$11.77	$11.32	$10.45	$8.07	$10.63	$11.26
Value at end of period	$11.86	$10.27	$8.77	$14.02	$13.65	$11.77	$11.32	$10.45	$8.07	$10.63
Number of accumulation units outstanding at end of period	454,346	527,747	632,115	878,558	1,352,565	1,279,162	1,504,119	1,526,538	1,177,892	952,473
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$14.29	$11.23	$19.09	$16.96	$16.39	$15.26	$13.76	$10.52	$15.14	$22.02
Value at end of period	$16.88	$14.29	$11.23	$19.09	$16.96	$16.39	$15.26	$13.76	$10.52	$15.14
Number of accumulation units outstanding at end of period	4,057,532	4,446,996	5,258,119	6,017,607	7,262,969	9,249,375	10,491,049	11,921,200	12,372,395	16,739,731
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.19	$8.99	$18.05	$15.18	$12.42	$10.00
Value at end of period	$13.68	$12.19	$8.99	$18.05	$15.18	$12.42
Number of accumulation units outstanding at end of period	1,599,392	1,998,238	2,376,603	2,243,027	1,560,451	1,361,072
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$24.80	$21.33	$27.86	$27.17	$24.62	$24.26	$22.14	$19.23	$20.56	$20.75
Value at end of period	$26.86	$24.80	$21.33	$27.86	$27.17	$24.62	$24.26	$22.14	$19.23	$20.56
Number of accumulation units outstanding at end of period	3,828,532	4,421,885	4,728,779	5,566,345	6,490,070	7,790,025	8,667,716	9,215,693	9,138,045	9,253,396
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.85	$11.34	$18.46	$14.70	$11.40	$10.07
Value at end of period	$16.64	$14.85	$11.34	$18.46	$14.70	$11.40
Number of accumulation units outstanding at end of period	3,829,027	4,073,465	4,123,843	3,122,597	1,844,733	1,446,986
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$9.15	$6.58	$10.72	$8.66	$8.17	$7.52	$7.15
Value at end of period	$11.73	$9.15	$6.58	$10.72	$8.66	$8.17	$7.52
Number of accumulation units outstanding at end of period	4,756,551	4,502,607	4,769,928	299,160	369,355	457,358	440,238
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.55	$12.24	$17.37	$16.06	$13.43	$12.23	$11.01	$8.85	$10.00
Value at end of period	$17.47	$15.55	$12.24	$17.37	$16.06	$13.43	$12.23	$11.01	$8.85
Number of accumulation units outstanding at end of period	2,982,767	2,798,687	2,715,369	2,698,954	2,849,171	2,467,075	1,394,309	758,774	220,958
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.79	$8.57	$9.22
Value at end of period	$10.40	$9.79	$8.57
Number of accumulation units outstanding at end of period	824,040	615,239	60,783
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.65	$8.44	$9.99
Value at end of period	$11.97	$10.65	$8.44
Number of accumulation units outstanding at end of period	980,145	563,863	98,549
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.73	$8.54	$14.55	$13.88	$11.97	$10.12
Value at end of period	$13.40	$11.73	$8.54	$14.55	$13.88	$11.97
Number of accumulation units outstanding at end of period	1,420,560	1,635,220	1,818,384	1,491,444	1,005,867	403,465

DVA Plus

CFI 22


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.65	$9.26	$12.13	$11.96	$11.13	$10.82	$10.00
Value at end of period	$15.37	$13.65	$9.26	$12.13	$11.96	$11.13	$10.82
Number of accumulation units outstanding at end of period	3,921,490	3,386,304	4,317,113	6,065,004	7,287,786	8,674,427	9,413,696
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.57	$15.57	$15.16	$14.11	$13.71	$13.57	$13.12	$12.71	$11.86	$11.74
Value at end of period	$18.66	$17.57	$15.57	$15.16	$14.11	$13.71	$13.57	$13.12	$12.71	$11.86
Number of accumulation units outstanding at end of period	22,821,794	22,106,766	16,888,379	8,029,233	5,417,078	5,880,636	5,917,199	5,369,915	4,410,375	1,669,195
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.32	$8.43	$13.10	$12.64	$10.98	$10.30
Value at end of period	$11.79	$10.32	$8.43	$13.10	$12.64	$10.98
Number of accumulation units outstanding at end of period	862,455	854,149	896,825	1,065,830	1,051,162	1,137,342
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during April 2005)
Value at beginning of period	$10.22	$8.28	$12.56	$12.07	$10.90	$10.00
Value at end of period	$11.88	$10.22	$8.28	$12.56	$12.07	$10.90
Number of accumulation units outstanding at end of period	6,475,612	7,406,984	8,408,547	7,528,407	7,507,837	7,692,715
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.32	$8.25
Value at end of period	$8.84	$8.32
Number of accumulation units outstanding at end of period	6,256,899	5,981,757
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.22
Value at end of period	$10.31	$9.37
Number of accumulation units outstanding at end of period	74,275,484	79,472,323
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.54	$9.63
Number of accumulation units outstanding at end of period	46,040,296	48,787,781
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.65	$9.86
Number of accumulation units outstanding at end of period	24,451,343	25,879,317
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.69	$10.27
Value at end of period	$14.07	$12.69
Number of accumulation units outstanding at end of period	1,455,162	1,607,178
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.17	$6.71	$10.17
Value at end of period	$9.02	$8.17	$6.71
Number of accumulation units outstanding at end of period	5,649,134	6,524,524	629,227

DVA Plus

CFI 23


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.51	$10.35
Value at end of period	$13.71	$12.51
Number of accumulation units outstanding at end of period	194,823	130,420
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.00	$10.36
Value at end of period	$16.13	$13.00
Number of accumulation units outstanding at end of period	2,632,553	2,765,328
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.45	$6.13	$10.30
Value at end of period	$10.40	$8.45	$6.13
Number of accumulation units outstanding at end of period	1,854,424	1,478,202	578,346
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.69	$6.97	$10.06
Value at end of period	$10.80	$8.69	$6.97
Number of accumulation units outstanding at end of period	1,880,369	1,673,974	1,397,996
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.31	$5.68	$8.80	$8.13	$7.34	$6.84	$6.31	$4.62	$8.33	$10.00
Value at end of period	$9.53	$7.31	$5.68	$8.80	$8.13	$7.34	$6.84	$6.31	$4.62	$8.33
Number of accumulation units outstanding at end of period	919,414	1,117,503	1,257,982	1,598,381	1,976,720	2,164,620	2,126,799	1,851,941	774,557	180,638
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.97	$7.15	$10.25
Value at end of period	$10.97	$8.97	$7.15
Number of accumulation units outstanding at end of period	1,686,231	1,359,012	686,734
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$46.07	$35.06	$49.06	$47.66	$42.17	$39.69	$34.52	$27.96	$28.22	$26.04
Value at end of period	$51.80	$46.07	$35.06	$49.06	$47.66	$42.17	$39.69	$34.52	$27.96	$28.22
Number of accumulation units outstanding at end of period	7,593,076	8,156,298	8,278,462	8,055,776	7,742,558	7,736,987	6,834,477	6,071,997	5,326,019	4,592,780
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$27.32	$22.17	$34.97	$34.41	$29.30	$28.60	$25.24	$20.45	$23.90	$23.91
Value at end of period	$30.97	$27.32	$22.17	$34.97	$34.41	$29.30	$28.60	$25.24	$20.45	$23.90
Number of accumulation units outstanding at end of period	3,008,352	3,153,961	3,367,200	3,471,081	3,923,791	4,330,653	4,187,985	3,283,741	2,796,774	3,366,042
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.13	$5.78	$10.17	$10.10
Value at end of period	$9.35	$8.13	$5.78	$10.17
Number of accumulation units outstanding at end of period	1,929,680	1,909,257	775,347	317,543
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.67	$7.44	$12.71	$11.18	$10.17
Value at end of period	$10.36	$9.67	$7.44	$12.71	$11.18
Number of accumulation units outstanding at end of period	2,992,773	2,884,425	2,681,328	1,021,786	237,468
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$20.71	$15.88	$26.69	$26.44	$21.99	$20.30	$18.55	$13.80	$17.54	$20.19
Value at end of period	$22.00	$20.71	$15.88	$26.69	$26.44	$21.99	$20.30	$18.55	$13.80	$17.54
Number of accumulation units outstanding at end of period	1,606,338	1,694,621	1,712,450	1,869,745	2,011,664	1,908,440	2,183,115	2,320,224	1,965,665	1,757,559

DVA Plus

CFI 24


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.62	$10.20	$9.99
Value at end of period	$11.08	$10.62	$10.20
Number of accumulation units outstanding at end of period	3,163,184	3,588,432	3,388,765
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.63	$7.42	$12.55	$12.61	$11.19	$10.24
Value at end of period	$10.73	$9.63	$7.42	$12.55	$12.61	$11.19
Number of accumulation units outstanding at end of period	59,966	92,507	159,712	211,221	240,320	119,772
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.89	$8.59	$13.72	$14.24	$12.46	$12.21
Value at end of period	$12.36	$10.89	$8.59	$13.72	$14.24	$12.46
Number of accumulation units outstanding at end of period	2,163,923	2,202,640	2,342,903	2,261,293	2,275,253	1,931,362
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.15	$9.24	$12.26	$12.04	$10.86	$10.16
Value at end of period	$12.31	$11.15	$9.24	$12.26	$12.04	$10.86
Number of accumulation units outstanding at end of period	2,408,048	2,591,371	2,734,004	1,006,618	482,346	333,809
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$26.47	$21.66	$32.41	$32.04	$28.01	$25.81	$22.94	$18.19	$21.65	$24.94
Value at end of period	$29.36	$26.47	$21.66	$32.41	$32.04	$28.01	$25.81	$22.94	$18.19	$21.65
Number of accumulation units outstanding at end of period	2,059,675	2,460,096	2,778,827	3,278,627	4,097,219	4,720,301	5,219,472	5,707,684	6,183,621	7,290,571
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.79	$9.12	$12.96	$12.11	$10.78	$9.91	$10.00
Value at end of period	$11.39	$10.79	$9.12	$12.96	$12.11	$10.78	$9.91
Number of accumulation units outstanding at end of period	2,127,773	2,329,559	2,462,017	1,874,723	1,900,621	1,770,932	332,663
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.79	$6.08	$9.95
Value at end of period	$8.13	$7.79	$6.08
Number of accumulation units outstanding at end of period	4,398,876	4,692,093	4,193,381
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.30	$7.87	$14.01	$14.33	$11.66	$11.97	$10.71	$8.44	$10.00
Value at end of period	$12.38	$10.30	$7.87	$14.01	$14.33	$11.66	$11.97	$10.71	$8.44
Number of accumulation units outstanding at end of period	197,329	229,345	267,247	328,037	389,830	512,777	510,227	355,401	69,607
PROFUND VP BULL
Value at beginning of period	$7.74	$6.31	$10.27	$10.06	$8.98	$8.86	$8.26	$6.67	$8.90	$10.00
Value at end of period	$8.59	$7.74	$6.31	$10.27	$10.06	$8.98	$8.86	$8.26	$6.67	$8.90
Number of accumulation units outstanding at end of period	119,978	139,938	178,757	302,151	644,480	939,625	1,756,560	1,824,762	1,231,933	805,047
PROFUND VP EUROPE 30
Value at beginning of period	$9.37	$7.19	$13.02	$11.52	$9.94	$9.33	$8.28	$6.05	$8.27	$10.00
Value at end of period	$9.49	$9.37	$7.19	$13.02	$11.52	$9.94	$9.33	$8.28	$6.05	$8.27
Number of accumulation units outstanding at end of period	104,606	126,512	152,071	193,438	348,410	492,243	526,719	648,934	257,910	8,429

DVA Plus

CFI 25


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$6.05	$4.64	$7.59	$8.12	$7.47	$8.23	$9.37	$10.00
Value at end of period	$5.01	$6.05	$4.64	$7.59	$8.12	$7.47	$8.23	$9.37
Number of accumulation units outstanding at end of period	290,517	316,599	402,662	538,853	708,583	1,016,831	834,452	98,866



Separate Account Annual Charges of 1.45%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.52	$7.99	$10.09
Value at end of period	$10.30	$9.52	$7.99
Number of accumulation units outstanding at end of period	3,582,001	3,478,113	1,398,127
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$17.12	$13.90	$19.63	$20.45	$17.38	$16.72	$13.85	$10.00
Value at end of period	$21.34	$17.12	$13.90	$19.63	$20.45	$17.38	$16.72	$13.85
Number of accumulation units outstanding at end of period	745,402	862,023	1,030,405	1,354,061	1,713,584	2,219,861	2,018,849	504,034
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.64	$10.22	$18.09	$15.65	$14.25	$12.39
Value at end of period	$15.72	$13.64	$10.22	$18.09	$15.65	$14.25
Number of accumulation units outstanding at end of period	1,379,878	1,646,404	2,179,470	2,472,498	1,827,488	1,426,398
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.74	$7.61	$13.50	$13.52	$11.44	$11.00	$10.03	$7.83	$9.59	$10.00
Value at end of period	$11.03	$9.74	$7.61	$13.50	$13.52	$11.44	$11.00	$10.03	$7.83	$9.59
Number of accumulation units outstanding at end of period	1,445,627	1,677,580	1,938,740	2,599,569	2,988,235	2,766,838	3,518,649	2,445,416	321,872	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.74	$7.19	$9.96
Value at end of period	$9.64	$8.74	$7.19
Number of accumulation units outstanding at end of period	949,847	598,000	407,806
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$9.78	$8.84	$10.04
Value at end of period	$10.22	$9.78	$8.84
Number of accumulation units outstanding at end of period	1,208,035	1,319,855	738,443
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.25	$8.74	$14.35	$13.94	$12.34	$11.89	$10.99	$10.00
Value at end of period	$12.29	$11.25	$8.74	$14.35	$13.94	$12.34	$11.89	$10.99
Number of accumulation units outstanding at end of period	5,194,638	5,872,468	6,340,546	6,996,006	7,412,662	7,690,240	8,147,136	1,348,350

DVA Plus

CFI 26


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.09	$8.84	$16.11	$14.63	$13.53	$11.88	$10.77	$10.00
Value at end of period	$14.07	$12.09	$8.84	$16.11	$14.63	$13.53	$11.88	$10.77
Number of accumulation units outstanding at end of period	7,750,331	8,776,819	9,893,948	10,314,328	10,650,303	11,085,752	10,547,830	1,864,132
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.67	$12.60	$22.22	$18.88	$16.19	$13.58	$11.62	$10.00
Value at end of period	$18.58	$17.67	$12.60	$22.22	$18.88	$16.19	$13.58	$11.62
Number of accumulation units outstanding at end of period	3,345,875	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	$12.06	$9.08	$10.01
Value at end of period	$13.39	$12.06	$9.08
Number of accumulation units outstanding at end of period	249,072	162,369	18,872
ING ARTIO FOREIGN PORTFOLIO
Value at beginning of period	$13.51	$11.40	$20.52	$17.88	$14.04	$12.35	$10.63	$8.22	$10.00
Value at end of period	$14.23	$13.51	$11.40	$20.52	$17.88	$14.04	$12.35	$10.63	$8.22
Number of accumulation units outstanding at end of period	2,192,606	2,773,054	2,397,385	3,167,588	3,245,283	2,771,237	2,654,772	502,551	106,211
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.08	$7.56	$13.07	$12.50	$11.00	$9.98
Value at end of period	$12.57	$10.08	$7.56	$13.07	$12.50	$11.00
Number of accumulation units outstanding at end of period	1,011,816	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	$10.58	$9.92
Value at end of period	$11.00	$10.58
Number of accumulation units outstanding at end of period	1,086,065	908,377
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$10.16	$7.92	$13.19	$12.53	$11.87	$10.92	$9.97	$7.97	$10.00
Value at end of period	$11.36	$10.16	$7.92	$13.19	$12.53	$11.87	$10.92	$9.97	$7.97
Number of accumulation units outstanding at end of period	908,450	1,018,508	1,056,496	1,301,207	1,492,559	1,781,693	289,685	237,787	27,664
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
Value at beginning of period	$10.31	$9.27	$14.55	$14.16	$12.34	$11.89	$10.82	$8.37	$10.00
Value at end of period	$11.28	$10.31	$9.27	$14.55	$14.16	$12.34	$11.89	$10.82	$8.37
Number of accumulation units outstanding at end of period	196,344	227,674	300,023	425,891	505,975	468,420	488,821	392,802	91,571
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.78	$6.50	$9.99
Value at end of period	$11.38	$9.78	$6.50
Number of accumulation units outstanding at end of period	1,503,493	1,682,917	919,098
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.47	$7.20	$12.44	$13.62	$11.17
Value at end of period	$10.83	$9.47	$7.20	$12.44	$13.62
Number of accumulation units outstanding at end of period	393,756	503,512	700,495	734,011	424,008
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$52.66	$39.32	$64.90	$80.06	$59.02	$51.28	$37.77	$27.82	$28.18	$26.44
Value at end of period	$66.42	$52.66	$39.32	$64.90	$80.06	$59.02	$51.28	$37.77	$27.82	$28.18
Number of accumulation units outstanding at end of period	492,690	598,470	691,765	925,650	1,476,189	1,530,874	1,897,527	1,439,332	947,489	414,152


DVA Plus		CFI 27


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.14	$6.63	$10.20	$10.05	$9.95
Value at end of period	$10.05	$8.14	$6.63	$10.20	$10.05
Number of accumulation units outstanding at end of period	391,648	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	$8.87	$6.84	$11.42	$11.12	$9.91	$9.95
Value at end of period	$9.79	$8.87	$6.84	$11.42	$11.12	$9.91
Number of accumulation units outstanding at end of period	622,915	673,194	683,783	450,278	293,156	13,666
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$7.01	$5.84	$10.40	$10.00
Value at end of period	$8.62	$7.01	$5.84	$10.40
Number of accumulation units outstanding at end of period	552,043	183,533	176,769	195,221
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.81	$9.75
Value at end of period	$8.79	$9.81
Number of accumulation units outstanding at end of period	22,581	4,083
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.71	$9.99	$16.66	$14.77	$13.39	$11.62	$9.50	$7.22	$9.09	$9.88
Value at end of period	$17.34	$13.71	$9.99	$16.66	$14.77	$13.39	$11.62	$9.50	$7.22	$9.09
Number of accumulation units outstanding at end of period	4,704,576	5,452,120	6,169,727	7,733,886	5,449,288	6,072,495	3,545,777	2,850,229	1,947,601	959,092
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.02	$7.70	$11.05	$10.92	$9.99
Value at end of period	$11.16	$10.02	$7.70	$11.05	$10.92
Number of accumulation units outstanding at end of period	1,463,809	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	$9.09	$7.29	$11.88	$12.42
Value at end of period	$9.99	$9.09	$7.29	$11.88
Number of accumulation units outstanding at end of period	544,883	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	$7.82	$6.09	$9.60	$10.00
Value at end of period	$8.53	$7.82	$6.09	$9.60
Number of accumulation units outstanding at end of period	1,056,405	1,221,497	1,215,629	630,620
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.26	$10.08
Value at end of period	$11.01	$10.26
Number of accumulation units outstanding at end of period	4,702	6,842
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$36.85	$27.19	$46.77	$35.61	$29.76	$21.93	$20.91	$13.94	$14.03	$16.20
Value at end of period	$44.18	$36.85	$27.19	$46.77	$35.61	$29.76	$21.93	$20.91	$13.94	$14.03
Number of accumulation units outstanding at end of period	964,542	1,245,481	1,343,730	1,693,349	1,625,831	1,634,532	1,054,905	826,628	436,185	144,214

DVA Plus

CFI 28


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.82	$6.10	$9.95	$9.83
Value at end of period	$8.77	$7.82	$6.10	$9.95
Number of accumulation units outstanding at end of period	5,553,955	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	$12.96	$9.99
Value at end of period	$13.73	$12.96
Number of accumulation units outstanding at end of period	166,799	104,665
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.78	$7.24	$11.74	$11.37	$10.10	$9.74	$8.97	$10.00
Value at end of period	$9.83	$8.78	$7.24	$11.74	$11.37	$10.10	$9.74	$8.97
Number of accumulation units outstanding at end of period	884,341	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 November 2003)
Value at beginning of period	$12.36	$9.54	$15.55	$14.99	$13.94	$12.76	$11.13	$10.00
Value at end of period	$14.81	$12.36	$9.54	$15.55	$14.99	$13.94	$12.76	$11.13
Number of accumulation units outstanding at end of period	401,903	504,402	588,432	813,865	977,910	881,061	1,090,890	317,218
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$12.10	$9.86	$15.08	$16.37	$14.63	$13.83	$11.53	$10.00
Value at end of period	$14.60	$12.10	$9.86	$15.08	$16.37	$14.63	$13.83	$11.53
Number of accumulation units outstanding at end of period	286,449	340,526	403,831	574,391	720,706	718,707	892,876	255,326
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$12.23	$11.15	$12.39	$11.89	$11.63	$11.46	$11.12	$10.64	$10.00
Value at end of period	$13.20	$12.23	$11.15	$12.39	$11.89	$11.63	$11.46	$11.12	$10.64
Number of accumulation units outstanding at end of period	2,524,418	2,778,230	3,181,205	3,633,088	3,602,733	4,187,265	2,689,507	897,486	665,314
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.62	$6.06	$10.32
Value at end of period	$8.08	$7.62	$6.06
Number of accumulation units outstanding at end of period	692,293	588,677	37,212
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.56	$8.59	$17.10	$14.35	$11.83	$10.39	$9.00	$6.07	$8.32	$8.89
Value at end of period	$12.98	$11.56	$8.59	$17.10	$14.35	$11.83	$10.39	$9.00	$6.07	$8.32
Number of accumulation units outstanding at end of period	2,774,152	3,373,234	4,169,983	5,272,577	1,296,395	1,083,146	1,253,308	934,004	610,059	538,057
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.86	$9.78
Value at end of period	$11.04	$9.86
Number of accumulation units outstanding at end of period	143,529	465
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.55	$12.15	$25.31	$18.54	$13.86	$10.43	$8.99	$6.22	$7.07	$7.57
Value at end of period	$24.36	$20.55	$12.15	$25.31	$18.54	$13.86	$10.43	$8.99	$6.22	$7.07
Number of accumulation units outstanding at end of period	1,650,884	2,201,064	2,324,744	3,353,332	3,196,021	3,050,097	2,350,722	1,925,674	1,365,017	1,495,431
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during February 2004)
Value at beginning of period	$14.11	$11.40	$17.27	$17.13	$14.91	$13.95	$12.22
Value at end of period	$17.10	$14.11	$11.40	$17.27	$17.13	$14.91	$13.95
Number of accumulation units outstanding at end of period	286,692	161,752	141,571	26,148	26,429	27,434	14,057


DVA Plus		CFI 29


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
Value at beginning of period	$12.69	$10.11	$14.65	$15.12	$13.15	$13.63	$10.37	$7.84	$10.00
Value at end of period	$15.85	$12.69	$10.11	$14.65	$15.12	$13.15	$13.63	$10.37	$7.84
Number of accumulation units outstanding at end of period	1,465,971	1,196,490	1,267,700	1,611,101	1,843,557	1,822,537	2,268,707	1,251,726	209,858
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.33	$8.78	$12.30	$11.18	$10.74	$10.48	$9.70
Value at end of period	$13.88	$12.33	$8.78	$12.30	$11.18	$10.74	$10.48
Number of accumulation units outstanding at end of period	595,332	487,747	66,305	46,371	80,432	44,527	67,584
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH
PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.41	$8.01	$13.40	$13.85	$12.78	$11.66	$10.81	$10.00
Value at end of period	$12.74	$10.41	$8.01	$13.40	$13.85	$12.78	$11.66	$10.81
Number of accumulation units outstanding at end of period	671,134	796,512	943,021	1,125,695	1,276,258	1,451,243	1,431,091	192,028
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$22.41	$21.22	$21.59	$20.71	$20.24	$20.20	$20.22	$19.95	$18.88	$17.60
Value at end of period	$22.78	$22.41	$21.22	$21.59	$20.71	$20.24	$20.20	$20.22	$19.95	$18.88
Number of accumulation units outstanding at end of period	632,793	818,082	1,000,792	1,372,590	1,704,928	2,089,838	2,758,488	4,019,585	3,840,533	2,416,706
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.68	$16.88	$16.72	$16.16	$15.67	$15.47	$15.55	$15.66	$15.67	$15.31
Value at end of period	$16.44	$16.68	$16.88	$16.72	$16.16	$15.67	$15.47	$15.55	$15.66	$15.67
Number of accumulation units outstanding at end of period	4,765,149	7,031,809	12,640,768	6,145,443	5,853,638	5,927,359	6,868,172	9,522,307	10,877,063	12,017,917
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.22	$8.73	$13.97	$13.61	$11.74	$11.29	$10.42	$8.06	$10.62	$11.26
Value at end of period	$11.79	$10.22	$8.73	$13.97	$13.61	$11.74	$11.29	$10.42	$8.06	$10.62
Number of accumulation units outstanding at end of period	618,954	746,619	956,347	1,308,784	1,652,854	1,790,946	2,121,046	2,060,651	1,674,081	1,224,296
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$14.19	$11.16	$18.97	$16.86	$16.31	$15.19	$13.71	$10.48	$15.10	$21.96
Value at end of period	$16.76	$14.19	$11.16	$18.97	$16.86	$16.31	$15.19	$13.71	$10.48	$15.10
Number of accumulation units outstanding at end of period	2,766,340	3,055,301	3,567,580	4,731,700	4,993,337	6,003,474	6,723,135	6,824,703	5,599,657	6,476,226
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.16	$8.97	$18.03	$15.17	$12.41	$10.02
Value at end of period	$13.64	$12.16	$8.97	$18.03	$15.17	$12.41
Number of accumulation units outstanding at end of period	908,034	1,045,341	1,284,421	1,712,461	1,397,026	1,396,185
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$24.60	$21.17	$27.67	$26.99	$24.47	$24.13	$22.03	$19.15	$20.47	$20.68
Value at end of period	$26.63	$24.60	$21.17	$27.67	$26.99	$24.47	$24.13	$22.03	$19.15	$20.47
Number of accumulation units outstanding at end of period	2,522,511	3,182,051	3,671,981	4,561,391	5,305,680	6,154,565	7,209,493	6,645,212	4,962,123	3,612,214
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.81	$11.32	$18.44	$14.69	$11.39	$10.05
Value at end of period	$16.60	$14.81	$11.32	$18.44	$14.69	$11.39
Number of accumulation units outstanding at end of period	1,393,872	1,617,463	2,130,158	2,520,966	2,108,567	1,762,551
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$9.11	$6.56	$10.68	$8.64	$8.15	$7.50	$7.13
Value at end of period	$11.67	$9.11	$6.56	$10.68	$8.64	$8.15	$7.50
Number of accumulation units outstanding at end of period	3,660,850	3,762,445	4,001,366	400,352	507,772	658,676	725,386

DVA Plus

CFI 30


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
Value at beginning of period	$15.49	$12.20	$17.32	$16.02	$13.40	$12.22	$11.00	$8.84	$10.00
Value at end of period	$17.39	$15.49	$12.20	$17.32	$16.02	$13.40	$12.22	$11.00	$8.84
Number of accumulation units outstanding at end of period	1,120,563	1,119,057	1,204,902	1,544,219	1,777,302	1,684,842	1,290,721	885,643	255,324
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.79	$8.57	$9.22
Value at end of period	$10.38	$9.79	$8.57
Number of accumulation units outstanding at end of period	539,632	189,724	903
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$10.64	$8.44	$8.27
Value at end of period	$11.96	$10.64	$8.44
Number of accumulation units outstanding at end of period	407,189	53,381	6,346
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$13.36	$9.73	$16.59	$15.83	$13.66	$12.23
Value at end of period	$15.25	$13.36	$9.73	$16.59	$15.83	$13.66
Number of accumulation units outstanding at end of period	174,331	212,511	273,401	303,484	314,611	160,069
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.61	$9.24	$12.11	$11.94	$11.12	$10.82	$10.00
Value at end of period	$15.32	$13.61	$9.24	$12.11	$11.94	$11.12	$10.82
Number of accumulation units outstanding at end of period	2,933,389	3,043,266	3,714,547	5,106,391	6,212,198	6,765,562	8,744,441
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.44	$15.46	$15.05	$14.02	$13.63	$13.50	$13.06	$12.65	$11.81	$11.70
Value at end of period	$18.50	$17.44	$15.46	$15.05	$14.02	$13.63	$13.50	$13.06	$12.65	$11.81
Number of accumulation units outstanding at end of period	7,771,156	9,036,505	8,505,214	6,113,758	5,734,099	6,258,247	7,272,611	6,415,052	4,516,490	1,400,922
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.29	$8.41	$13.08	$12.63	$10.98	$10.29
Value at end of period	$11.75	$10.29	$8.41	$13.08	$12.63	$10.98
Number of accumulation units outstanding at end of period	372,241	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	$10.19	$8.27	$12.54	$12.06	$10.89	$10.07
Value at end of period	$11.85	$10.19	$8.27	$12.54	$12.06	$10.89
Number of accumulation units outstanding at end of period	4,018,330	4,815,834	5,633,125	5,201,078	5,937,537	7,322,119
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.84	$8.31
Number of accumulation units outstanding at end of period	2,284,321	1,878,967
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.22
Value at end of period	$10.31	$9.37
Number of accumulation units outstanding at end of period	11,613,550	12,837,062

DVA Plus

CFI 31


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.54	$9.63
Number of accumulation units outstanding at end of period	8,432,784	9,436,744
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.64	$9.86
Number of accumulation units outstanding at end of period	5,981,284	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	$12.68	$10.27
Value at end of period	$14.06	$12.68
Number of accumulation units outstanding at end of period	1,210,244	1,395,258
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.16	$6.71	$10.13
Value at end of period	$9.01	$8.16	$6.71
Number of accumulation units outstanding at end of period	4,030,871	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	$12.51	$10.35
Value at end of period	$13.70	$12.51
Number of accumulation units outstanding at end of period	175,163	61,958
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.99	$10.40
Value at end of period	$16.11	$12.99
Number of accumulation units outstanding at end of period	1,117,706	1,349,863
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.44	$6.13	$10.33
Value at end of period	$10.39	$8.44	$6.13
Number of accumulation units outstanding at end of period	667,996	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	$8.68	$6.97	$10.06
Value at end of period	$10.78	$8.68	$6.97
Number of accumulation units outstanding at end of period	1,415,119	1,266,182	1,152,601
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.28	$5.65	$8.77	$8.10	$7.32	$6.82	$6.30	$4.62	$8.33	$10.00
Value at end of period	$9.48	$7.28	$5.65	$8.77	$8.10	$7.32	$6.82	$6.30	$4.62	$8.33
Number of accumulation units outstanding at end of period	964,109	1,126,157	1,241,548	1,710,022	2,086,323	2,459,626	2,646,721	2,408,687	1,042,746	268,186
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.96	$7.15	$10.08
Value at end of period	$10.95	$8.96	$7.15
Number of accumulation units outstanding at end of period	435,427	436,482	366,888

DVA Plus

CFI 32


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$45.52	$34.67	$48.53	$47.17	$41.75	$39.32	$34.21	$27.72	$27.99	$25.84
Value at end of period	$51.16	$45.52	$34.67	$48.53	$47.17	$41.75	$39.32	$34.21	$27.72	$27.99
Number of accumulation units outstanding at end of period	3,275,890	3,886,619	4,433,309	5,403,692	6,132,011	6,790,538	7,138,949	5,743,181	4,380,117	2,279,908
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$27.00	$21.92	$34.59	$34.06	$29.01	$28.33	$25.02	$20.28	$23.71	$23.74
Value at end of period	$30.58	$27.00	$21.92	$34.59	$34.06	$29.01	$28.33	$25.02	$20.28	$23.71
Number of accumulation units outstanding at end of period	2,201,856	2,517,735	2,795,600	3,219,736	3,716,231	4,138,394	4,592,038	3,297,900	2,137,260	1,599,946
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$8.12	$5.78	$10.17	$9.93
Value at end of period	$9.33	$8.12	$5.78	$10.17
Number of accumulation units outstanding at end of period	470,209	703,913	141,482	282,096
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.65	$7.43	$12.70	$11.18	$10.09
Value at end of period	$10.33	$9.65	$7.43	$12.70	$11.18
Number of accumulation units outstanding at end of period	1,151,323	1,511,460	1,045,633	545,889	84,091
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$20.50	$15.73	$26.45	$26.21	$21.81	$20.14	$18.42	$13.71	$17.43	$20.08
Value at end of period	$21.77	$20.50	$15.73	$26.45	$26.21	$21.81	$20.14	$18.42	$13.71	$17.43
Number of accumulation units outstanding at end of period	1,229,607	1,427,683	1,551,009	1,916,797	2,353,566	2,442,312	2,907,288	2,876,283	2,246,289	1,775,926
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.61	$10.20	$9.95
Value at end of period	$11.07	$10.61	$10.20
Number of accumulation units outstanding at end of period	1,016,026	1,320,634	1,644,114
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.31	$7.95	$13.44	$13.52	$12.00	$11.17
Value at end of period	$11.48	$10.31	$7.95	$13.44	$13.52	$12.00
Number of accumulation units outstanding at end of period	14,229	20,893	34,548	70,471	190,561	55,883
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.85	$8.56	$13.68	$14.20	$12.44	$12.20
Value at end of period	$12.31	$10.85	$8.56	$13.68	$14.20	$12.44
Number of accumulation units outstanding at end of period	412,903	304,404	328,003	359,818	270,574	233,506
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.12	$9.22	$12.24	$12.03	$10.86	$10.16
Value at end of period	$12.28	$11.12	$9.22	$12.24	$12.03	$10.86
Number of accumulation units outstanding at end of period	765,973	864,371	1,127,556	229,881	178,095	133,887
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$26.21	$21.46	$32.13	$31.78	$27.80	$25.63	$22.79	$18.08	$21.53	$24.81
Value at end of period	$29.06	$26.21	$21.46	$32.13	$31.78	$27.80	$25.63	$22.79	$18.08	$21.53
Number of accumulation units outstanding at end of period	1,110,882	1,374,453	1,628,583	1,910,350	2,426,396	2,551,630	2,712,774	2,615,475	1,951,607	1,737,220
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.76	$9.09	$12.94	$12.09	$10.78	$9.90	$9.95
Value at end of period	$11.35	$10.76	$9.09	$12.94	$12.09	$10.78	$9.90
Number of accumulation units outstanding at end of period	1,103,711	1,351,008	1,526,712	1,733,494	1,995,610	2,117,858	347,886

DVA Plus

CFI 33


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.78	$6.08	$9.95
Value at end of period	$8.12	$7.78	$6.08
Number of accumulation units outstanding at end of period	333,061	577,217	252,302
INVESCO V.I. LEISURE FUND
Value at beginning of period	$10.26	$7.84	$13.97	$14.30	$11.64	$11.95	$10.70	$8.44	$10.00
Value at end of period	$12.33	$10.26	$7.84	$13.97	$14.30	$11.64	$11.95	$10.70	$8.44
Number of accumulation units outstanding at end of period	214,498	250,590	301,706	480,633	563,376	711,517	840,926	567,796	132,019
PROFUND VP BULL
Value at beginning of period	$7.70	$6.29	$10.23	$10.03	$8.95	$8.84	$8.25	$6.66	$8.89	$10.00
Value at end of period	$8.55	$7.70	$6.29	$10.23	$10.03	$8.95	$8.84	$8.25	$6.66	$8.89
Number of accumulation units outstanding at end of period	349,659	384,448	417,520	572,332	1,738,324	2,472,451	3,671,891	3,673,934	1,271,888	267,236
PROFUND VP EUROPE 30
Value at beginning of period	$9.33	$7.16	$12.97	$11.49	$9.92	$9.31	$8.27	$6.05	$8.26	$10.00
Value at end of period	$9.44	$9.33	$7.16	$12.97	$11.49	$9.92	$9.31	$8.27	$6.05	$8.26
Number of accumulation units outstanding at end of period	115,157	137,957	176,707	253,884	342,749	603,121	795,586	786,491	1,365,500	568,994
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$6.03	$4.63	$7.57	$8.10	$7.46	$8.22	$9.36	$10.00
Value at end of period	$4.99	$6.03	$4.63	$7.57	$8.10	$7.46	$8.22	$9.36
Number of accumulation units outstanding at end of period	153,552	178,986	238,350	365,721	540,756	766,103	1,079,664	214,510



Separate Account Annual Charges of 1.55%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.50	$7.98	$10.09
Value at end of period	$10.27	$9.50	$7.98
Number of accumulation units outstanding at end of period	6,150,538	5,374,596	3,029,923
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$17.01	$13.82	$19.54	$20.37	$17.34	$16.70	$13.84	$10.00
Value at end of period	$21.18	$17.01	$13.82	$19.54	$20.37	$17.34	$16.70	$13.84
Number of accumulation units outstanding at end of period	390,405	436,197	489,524	636,374	809,299	870,781	243,006	82,669
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.40	$8.55	$15.15	$13.12	$11.96	$10.22
Value at end of period	$13.12	$11.40	$8.55	$15.15	$13.12	$11.96
Number of accumulation units outstanding at end of period	4,711,109	5,391,515	5,979,391	4,711,467	3,116,548	1,060,074
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.65	$7.55	$13.41	$13.45	$11.39	$10.96	$10.01	$7.82	$9.58	$10.00
Value at end of period	$10.92	$9.65	$7.55	$13.41	$13.45	$11.39	$10.96	$10.01	$7.82	$9.58
Number of accumulation units outstanding at end of period	805,806	908,524	1,074,633	1,402,319	1,224,823	855,634	629,373	591,447	185,665	0

DVA Plus

CFI 34


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.72	$7.18	$9.94
Value at end of period	$9.62	$8.72	$7.18
Number of accumulation units outstanding at end of period	1,965,775	1,982,773	1,209,036
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.76	$8.84	$10.00
Value at end of period	$10.19	$9.76	$8.84
Number of accumulation units outstanding at end of period	3,023,319	3,000,414	1,811,922
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.18	$8.69	$14.29	$13.89	$12.31	$11.87	$10.98	$10.00
Value at end of period	$12.20	$11.18	$8.69	$14.29	$13.89	$12.31	$11.87	$10.98
Number of accumulation units outstanding at end of period	7,628,865	8,129,944	8,509,722	7,276,325	6,006,103	3,854,889	1,210,125	397,600
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.01	$8.80	$16.04	$14.58	$13.50	$11.86	$10.77	$10.00
Value at end of period	$13.96	$12.01	$8.80	$16.04	$14.58	$13.50	$11.86	$10.77
Number of accumulation units outstanding at end of period	11,927,678	12,826,807	12,347,552	10,804,069	8,158,531	4,655,665	1,165,893	388,436
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.56	$12.53	$22.12	$18.82	$16.15	$13.56	$11.61	$10.00
Value at end of period	$18.44	$17.56	$12.53	$22.12	$18.82	$16.15	$13.56	$11.61
Number of accumulation units outstanding at end of period	5,524,450	6,070,334	5,544,295	5,196,962	3,644,174	1,989,030	520,072	137,440
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$12.04	$9.08	$9.99
Value at end of period	$13.36	$12.04	$9.08
Number of accumulation units outstanding at end of period	537,593	494,295	84,690
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.40	$11.32	$20.41	$17.80	$13.99	$12.32	$10.61	$8.22	$10.00
Value at end of period	$14.10	$13.40	$11.32	$20.41	$17.80	$13.99	$12.32	$10.61	$8.22
Number of accumulation units outstanding at end of period	2,633,522	3,049,773	3,067,708	3,080,974	1,962,262	991,309	175,207	108,890	33,208
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during April 2005)
Value at beginning of period	$10.03	$7.54	$13.03	$12.47	$10.99	$9.89
Value at end of period	$12.49	$10.03	$7.54	$13.03	$12.47	$10.99
Number of accumulation units outstanding at end of period	2,432,509	2,345,939	2,106,592	1,741,644	951,908	352,010
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.57	$9.89
Value at end of period	$10.98	$10.57
Number of accumulation units outstanding at end of period	1,170,759	851,377
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.08	$7.86	$13.11	$12.48	$11.83	$10.89	$9.96	$7.97	$10.00
Value at end of period	$11.26	$10.08	$7.86	$13.11	$12.48	$11.83	$10.89	$9.96	$7.97
Number of accumulation units outstanding at end of period	705,924	619,758	607,182	434,531	312,728	331,262	31,998	30,926	18,057

DVA Plus

CFI 35


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.23	$9.21	$14.47	$14.09	$12.30	$11.86	$10.80	$8.36	$10.00
Value at end of period	$11.18	$10.23	$9.21	$14.47	$14.09	$12.30	$11.86	$10.80	$8.36
Number of accumulation units outstanding at end of period	144,808	166,721	200,460	281,361	317,764	114,574	78,887	78,050	69,302
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.76	$6.50	$9.99
Value at end of period	$11.35	$9.76	$6.50
Number of accumulation units outstanding at end of period	1,967,266	2,021,361	957,501
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.43	$7.18	$12.42	$13.61	$11.04
Value at end of period	$10.77	$9.43	$7.18	$12.42	$13.61
Number of accumulation units outstanding at end of period	1,095,177	1,244,389	1,357,650	1,111,928	489,074
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$51.63	$38.59	$63.75	$78.73	$58.10	$50.53	$37.25	$27.47	$27.85	$26.16
Value at end of period	$65.05	$51.63	$38.59	$63.75	$78.73	$58.10	$50.53	$37.25	$27.47	$27.85
Number of accumulation units outstanding at end of period	424,192	497,924	581,354	780,245	989,835	829,769	653,475	740,624	784,789	715,123
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.11	$6.61	$10.18	$10.04	$10.05
Value at end of period	$10.01	$8.11	$6.61	$10.18	$10.04
Number of accumulation units outstanding at end of period	1,117,333	1,318,915	1,531,120	1,084,038	454,471
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.83	$6.82	$11.39	$11.11	$9.91	$9.96
Value at end of period	$9.74	$8.83	$6.82	$11.39	$11.11	$9.91
Number of accumulation units outstanding at end of period	2,217,712	2,116,674	2,268,505	1,263,874	633,408	1,991
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.99	$5.83	$10.40	$10.00
Value at end of period	$8.59	$6.99	$5.83	$10.40
Number of accumulation units outstanding at end of period	2,116,682	1,290,282	1,436,110	624,411
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.81	$9.71
Value at end of period	$8.77	$9.81
Number of accumulation units outstanding at end of period	17,995	1,961
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.58	$9.91	$16.54	$14.67	$13.32	$11.57	$9.47	$7.21	$9.08	$9.87
Value at end of period	$17.16	$13.58	$9.91	$16.54	$14.67	$13.32	$11.57	$9.47	$7.21	$9.08
Number of accumulation units outstanding at end of period	4,529,413	4,575,462	5,010,769	5,667,698	3,014,114	2,687,106	580,268	492,657	504,098	261,790
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.98	$7.68	$11.03	$10.91	$10.00
Value at end of period	$11.11	$9.98	$7.68	$11.03	$10.91
Number of accumulation units outstanding at end of period	2,754,551	2,779,793	2,309,772	2,111,386	798,913

DVA Plus

CFI 36


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$9.06	$7.27	$11.87	$12.42
Value at end of period	$9.95	$9.06	$7.27	$11.87
Number of accumulation units outstanding at end of period	1,342,009	1,357,139	1,499,276	1,229,968
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during April 2007)
Value at beginning of period	$7.79	$6.08	$9.60	$10.00
Value at end of period	$8.50	$7.79	$6.08	$9.60
Number of accumulation units outstanding at end of period	5,865,447	6,423,292	6,748,633	3,664,178
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.26	$10.08
Value at end of period	$11.00	$10.26
Number of accumulation units outstanding at end of period	16,699	5,356
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$36.13	$26.69	$45.95	$35.02	$29.30	$21.61	$20.62	$13.76	$13.87	$16.03
Value at end of period	$43.27	$36.13	$26.69	$45.95	$35.02	$29.30	$21.61	$20.62	$13.76	$13.87
Number of accumulation units outstanding at end of period	1,430,152	1,758,130	1,764,773	1,716,584	1,344,496	930,199	538,575	549,898	561,649	458,820
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.80	$6.09	$9.95	$9.83
Value at end of period	$8.74	$7.80	$6.09	$9.95
Number of accumulation units outstanding at end of period	2,208,411	2,466,114	1,706,786	8,086
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.95	$9.99
Value at end of period	$13.71	$12.95
Number of accumulation units outstanding at end of period	384,994	241,620
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.71	$7.19	$11.66	$11.31	$10.05	$9.71	$8.94	$10.00
Value at end of period	$9.74	$8.71	$7.19	$11.66	$11.31	$10.05	$9.71	$8.94
Number of accumulation units outstanding at end of period	647,790	705,055	923,149	1,049,107	827,701	506,320	199,344	65,973
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.85	$8.38	$13.67	$13.19	$12.28	$11.25	$10.09
Value at end of period	$12.98	$10.85	$8.38	$13.67	$13.19	$12.28	$11.25
Number of accumulation units outstanding at end of period	702,179	793,765	978,688	1,082,008	1,002,636	617,687	66,748
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.19	$8.31	$12.73	$13.83	$12.38	$11.71	$10.06
Value at end of period	$12.29	$10.19	$8.31	$12.73	$13.83	$12.38	$11.71
Number of accumulation units outstanding at end of period	519,025	583,023	725,123	842,859	784,269	430,599	53,654
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.13	$11.08	$12.32	$11.84	$11.58	$11.43	$11.10	$10.63	$10.00
Value at end of period	$13.08	$12.13	$11.08	$12.32	$11.84	$11.58	$11.43	$11.10	$10.63
Number of accumulation units outstanding at end of period	7,515,594	7,582,620	7,875,077	7,466,953	4,026,439	1,037,954	433,079	314,718	290,354

DVA Plus

CFI 37


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.60	$6.06	$10.30
Value at end of period	$8.06	$7.60	$6.06
Number of accumulation units outstanding at end of period	667,677	780,457	94,606
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.45	$8.52	$16.97	$14.26	$11.77	$10.34	$8.97	$6.06	$8.31	$8.89
Value at end of period	$12.85	$11.45	$8.52	$16.97	$14.26	$11.77	$10.34	$8.97	$6.06	$8.31
Number of accumulation units outstanding at end of period	2,171,848	2,717,027	3,282,205	3,126,657	731,178	310,078	197,494	240,606	162,394	158,129
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.88
Value at end of period	$11.03	$9.86
Number of accumulation units outstanding at end of period	37,653	1,762
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.30	$12.02	$25.05	$18.38	$13.75	$10.36	$8.93	$6.19	$7.04	$7.55
Value at end of period	$24.04	$20.30	$12.02	$25.05	$18.38	$13.75	$10.36	$8.93	$6.19	$7.04
Number of accumulation units outstanding at end of period	2,700,954	3,369,046	3,336,198	3,247,569	2,464,481	1,806,293	1,216,614	1,347,745	1,372,717	1,610,890
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.54	$6.90	$10.19
Value at end of period	$10.34	$8.54	$6.90
Number of accumulation units outstanding at end of period	635,346	334,741	519,822
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.59	$10.04	$14.56	$15.05	$13.11	$13.63	$10.36	$7.84	$10.00
Value at end of period	$15.71	$12.59	$10.04	$14.56	$15.05	$13.11	$13.63	$10.36	$7.84
Number of accumulation units outstanding at end of period	1,345,723	674,535	685,118	903,332	732,570	472,909	233,264	99,605	31,084
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$12.25	$8.74	$12.25	$11.15	$10.72	$10.48	$10.00
Value at end of period	$13.78	$12.25	$8.74	$12.25	$11.15	$10.72	$10.48
Number of accumulation units outstanding at end of period	710,705	734,625	52,587	23,973	34,174	18,300	1,868
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.35	$7.96	$13.34	$13.81	$12.75	$11.65	$10.81	$10.00
Value at end of period	$12.65	$10.35	$7.96	$13.34	$13.81	$12.75	$11.65	$10.81
Number of accumulation units outstanding at end of period	362,631	407,952	532,667	635,240	577,319	349,758	43,426	16,860
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$22.01	$20.86	$21.24	$20.40	$19.96	$19.94	$19.98	$19.73	$18.69	$17.45
Value at end of period	$22.35	$22.01	$20.86	$21.24	$20.40	$19.96	$19.94	$19.98	$19.73	$18.69
Number of accumulation units outstanding at end of period	364,324	451,036	563,814	729,940	949,165	1,251,815	1,693,679	2,413,916	3,063,486	2,547,141
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.41	$16.61	$16.47	$15.94	$15.47	$15.29	$15.39	$15.51	$15.54	$15.19
Value at end of period	$16.16	$16.41	$16.61	$16.47	$15.94	$15.47	$15.29	$15.39	$15.51	$15.54
Number of accumulation units outstanding at end of period	5,366,980	6,925,003	11,654,931	5,008,409	3,712,286	3,236,339	2,859,998	3,967,468	5,577,967	7,210,822
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.12	$8.65	$13.85	$13.51	$11.67	$11.24	$10.38	$8.04	$10.60	$11.25
Value at end of period	$11.66	$10.12	$8.65	$13.85	$13.51	$11.67	$11.24	$10.38	$8.04	$10.60
Number of accumulation units outstanding at end of period	202,311	242,522	347,207	431,638	556,217	418,082	477,225	565,048	590,391	533,884

DVA Plus

CFI 38


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.99	$11.02	$18.75	$16.68	$16.15	$15.06	$13.60	$10.41	$15.01	$21.86
Value at end of period	$16.51	$13.99	$11.02	$18.75	$16.68	$16.15	$15.06	$13.60	$10.41	$15.01
Number of accumulation units outstanding at end of period	2,779,073	3,110,065	3,538,269	4,085,294	4,590,397	5,390,136	6,191,793	7,363,429	8,151,064	11,192,041
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.11	$8.94	$17.98	$15.15	$12.40	$10.13
Value at end of period	$13.56	$12.11	$8.94	$17.98	$15.15	$12.40
Number of accumulation units outstanding at end of period	806,375	989,793	1,266,966	1,062,067	530,650	229,089
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$24.22	$20.87	$27.30	$26.66	$24.19	$23.88	$21.83	$18.99	$20.33	$20.55
Value at end of period	$26.20	$24.22	$20.87	$27.30	$26.66	$24.19	$23.88	$21.83	$18.99	$20.33
Number of accumulation units outstanding at end of period	2,350,087	2,710,246	3,028,687	3,465,477	4,108,202	4,628,389	4,961,026	5,459,084	5,740,870	6,331,856
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.74	$11.28	$18.39	$14.66	$11.38	$10.07
Value at end of period	$16.50	$14.74	$11.28	$18.39	$14.66	$11.38
Number of accumulation units outstanding at end of period	2,876,422	3,087,314	3,363,382	2,981,525	1,324,190	704,604
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$9.03	$6.51	$10.61	$8.59	$8.11	$7.47	$7.11
Value at end of period	$11.56	$9.03	$6.51	$10.61	$8.59	$8.11	$7.47
Number of accumulation units outstanding at end of period	2,982,870	3,271,761	3,224,478	36,544	48,053	74,612	72,972
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.37	$12.11	$17.23	$15.95	$13.35	$12.18	$10.98	$8.84	$10.00
Value at end of period	$17.24	$15.37	$12.11	$17.23	$15.95	$13.35	$12.18	$10.98	$8.84
Number of accumulation units outstanding at end of period	1,415,808	1,168,866	1,078,572	1,244,867	1,070,037	790,792	244,553	189,266	135,600
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.77	$8.57	$9.22
Value at end of period	$10.36	$9.77	$8.57
Number of accumulation units outstanding at end of period	753,279	309,949	58,891
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.63	$8.44	$10.97
Value at end of period	$11.93	$10.63	$8.44
Number of accumulation units outstanding at end of period	417,023	152,220	24,362
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.65	$8.49	$14.49	$13.84	$11.95	$10.12
Value at end of period	$13.28	$11.65	$8.49	$14.49	$13.84	$11.95
Number of accumulation units outstanding at end of period	662,061	726,173	832,152	782,650	489,270	130,405
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.53	$9.20	$12.06	$11.91	$11.10	$10.81	$10.00
Value at end of period	$15.22	$13.53	$9.20	$12.06	$11.91	$11.10	$10.81
Number of accumulation units outstanding at end of period	2,059,551	1,781,395	2,182,503	2,929,725	3,362,115	3,361,552	3,547,230

DVA Plus

CFI 39


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.17	$15.24	$14.85	$13.84	$13.48	$13.36	$12.94	$12.55	$11.73	$11.63
Value at end of period	$18.20	$17.17	$15.24	$14.85	$13.84	$13.48	$13.36	$12.94	$12.55	$11.73
Number of accumulation units outstanding at end of period	11,610,811	12,123,138	10,313,407	4,362,458	2,577,101	2,293,825	1,773,851	1,936,849	2,142,595	813,599
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.24	$8.38	$13.04	$12.61	$10.97	$10.17
Value at end of period	$11.69	$10.24	$8.38	$13.04	$12.61	$10.97
Number of accumulation units outstanding at end of period	188,808	176,349	209,565	251,408	305,987	193,802
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.15	$8.24	$12.51	$12.04	$10.89	$10.07
Value at end of period	$11.78	$10.15	$8.24	$12.51	$12.04	$10.89
Number of accumulation units outstanding at end of period	3,335,676	3,645,387	4,116,452	2,419,106	2,190,403	2,022,539
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.83	$8.31
Number of accumulation units outstanding at end of period	3,445,032	2,936,003
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.22
Value at end of period	$10.30	$9.37
Number of accumulation units outstanding at end of period	40,492,715	44,077,032
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.52	$9.63
Number of accumulation units outstanding at end of period	22,990,155	25,122,621
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.63	$9.86
Number of accumulation units outstanding at end of period	12,371,740	13,291,121
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.68	$10.20
Value at end of period	$14.04	$12.68
Number of accumulation units outstanding at end of period	253,938	271,573
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.15	$6.70	$10.09
Value at end of period	$8.99	$8.15	$6.70
Number of accumulation units outstanding at end of period	5,375,801	5,953,643	348,627
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.50	$10.59
Value at end of period	$13.67	$12.50
Number of accumulation units outstanding at end of period	170,983	59,990

DVA Plus

CFI 40


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.98	$10.40
Value at end of period	$16.08	$12.98
Number of accumulation units outstanding at end of period	1,976,186	2,056,517
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.42	$6.12	$10.48
Value at end of period	$10.36	$8.42	$6.12
Number of accumulation units outstanding at end of period	1,182,184	826,408	299,431
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.66	$6.96	$10.02
Value at end of period	$10.75	$8.66	$6.96
Number of accumulation units outstanding at end of period	1,667,335	949,289	830,338
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.22	$5.61	$8.71	$8.06	$7.28	$6.80	$6.28	$4.61	$8.32	$10.00
Value at end of period	$9.39	$7.22	$5.61	$8.71	$8.06	$7.28	$6.80	$6.28	$4.61	$8.32
Number of accumulation units outstanding at end of period	196,789	217,723	243,159	313,722	514,893	434,882	208,033	269,277	139,362	61,322
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.95	$7.14	$10.05
Value at end of period	$10.92	$8.95	$7.14
Number of accumulation units outstanding at end of period	579,000	634,300	469,428
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$44.63	$34.02	$47.67	$46.39	$41.10	$38.74	$33.75	$27.37	$27.67	$25.57
Value at end of period	$50.10	$44.63	$34.02	$47.67	$46.39	$41.10	$38.74	$33.75	$27.37	$27.67
Number of accumulation units outstanding at end of period	3,920,389	4,481,696	4,590,193	4,752,060	4,508,693	4,202,039	3,381,218	3,717,807	4,093,955	3,679,280
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$26.47	$21.51	$33.98	$33.49	$28.56	$27.91	$24.68	$20.03	$23.43	$23.49
Value at end of period	$29.95	$26.47	$21.51	$33.98	$33.49	$28.56	$27.91	$24.68	$20.03	$23.43
Number of accumulation units outstanding at end of period	1,584,809	1,703,061	1,752,665	1,738,081	1,914,995	2,000,178	1,981,687	2,135,369	2,226,227	2,377,259
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.10	$5.77	$10.16	$10.10
Value at end of period	$9.29	$8.10	$5.77	$10.16
Number of accumulation units outstanding at end of period	812,616	1,055,201	342,675	209,945
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.62	$7.41	$12.67	$11.17	$10.17
Value at end of period	$10.28	$9.62	$7.41	$12.67	$11.17
Number of accumulation units outstanding at end of period	2,184,953	2,166,834	1,589,643	766,752	180,655
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$20.18	$15.49	$26.09	$25.88	$21.56	$19.92	$18.24	$13.59	$17.30	$19.94
Value at end of period	$21.41	$20.18	$15.49	$26.09	$25.88	$21.56	$19.92	$18.24	$13.59	$17.30
Number of accumulation units outstanding at end of period	1,248,029	1,571,331	1,563,733	1,776,667	1,869,899	1,894,005	2,144,240	2,499,768	2,796,359	3,208,566
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.59	$10.19	$10.01
Value at end of period	$11.04	$10.59	$10.19
Number of accumulation units outstanding at end of period	1,334,264	1,500,270	934,344

DVA Plus

CFI 41


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.56	$7.38	$12.50	$12.58	$11.17	$10.20
Value at end of period	$10.64	$9.56	$7.38	$12.50	$12.58	$11.17
Number of accumulation units outstanding at end of period	60,021	62,605	71,305	89,247	106,412	56,006
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.76	$8.50	$13.60	$14.14	$12.39	$11.96
Value at end of period	$12.20	$10.76	$8.50	$13.60	$14.14	$12.39
Number of accumulation units outstanding at end of period	839,486	896,353	881,846	629,662	423,505	225,904
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.07	$9.19	$12.21	$12.01	$10.85	$10.16
Value at end of period	$12.21	$11.07	$9.19	$12.21	$12.01	$10.85
Number of accumulation units outstanding at end of period	858,504	916,529	999,855	423,607	250,190	199,397
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$25.82	$21.16	$31.72	$31.40	$27.50	$25.38	$22.59	$17.94	$21.38	$24.67
Value at end of period	$28.60	$25.82	$21.16	$31.72	$31.40	$27.50	$25.38	$22.59	$17.94	$21.38
Number of accumulation units outstanding at end of period	2,293,500	2,632,002	3,137,304	3,733,208	4,414,173	4,924,061	5,419,465	6,186,431	6,933,409	8,520,621
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.70	$9.05	$12.89	$12.06	$10.76	$9.90	$9.95
Value at end of period	$11.27	$10.70	$9.05	$12.89	$12.06	$10.76	$9.90
Number of accumulation units outstanding at end of period	1,283,559	1,392,824	1,357,625	996,338	715,471	431,426	38,044
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.76	$6.07	$9.95
Value at end of period	$8.09	$7.76	$6.07
Number of accumulation units outstanding at end of period	1,538,407	1,771,924	1,417,425
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.18	$7.79	$13.89	$14.23	$11.60	$11.92	$10.68	$8.43	$10.00
Value at end of period	$12.22	$10.18	$7.79	$13.89	$14.23	$11.60	$11.92	$10.68	$8.43
Number of accumulation units outstanding at end of period	51,309	54,186	64,491	144,169	159,554	160,751	78,941	57,779	28,020
PROFUND VP BULL
Value at beginning of period	$7.64	$6.24	$10.17	$9.97	$8.91	$8.81	$8.22	$6.65	$8.89	$10.00
Value at end of period	$8.46	$7.64	$6.24	$10.17	$9.97	$8.91	$8.81	$8.22	$6.65	$8.89
Number of accumulation units outstanding at end of period	45,340	51,804	55,097	67,929	109,056	372,891	394,140	354,864	194,395	256,467
PROFUND VP EUROPE 30
Value at beginning of period	$9.25	$7.10	$12.89	$11.42	$9.87	$9.28	$8.24	$6.04	$8.26	$10.00
Value at end of period	$9.35	$9.25	$7.10	$12.89	$11.42	$9.87	$9.28	$8.24	$6.04	$8.26
Number of accumulation units outstanding at end of period	24,560	34,981	40,965	59,527	71,195	126,063	148,329	147,115	156,757	5,726
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.99	$4.60	$7.54	$8.08	$7.45	$8.21	$9.36	$10.00
Value at end of period	$4.95	$5.99	$4.60	$7.54	$8.08	$7.45	$8.21	$9.36
Number of accumulation units outstanding at end of period	189,111	208,414	230,571	321,472	361,555	351,390	175,899	137,981

DVA Plus

CFI 42


Condensed Financial Information (continued)





Separate Account Annual Charges of 1.60%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.50	$7.98	$10.13
Value at end of period	$10.26	$9.50	$7.98
Number of accumulation units outstanding at end of period	347,523	326,433	99,301
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.95	$13.78	$19.49	$20.34	$17.31	$16.68	$13.83	$10.00
Value at end of period	$21.09	$16.95	$13.78	$19.49	$20.34	$17.31	$16.68	$13.83
Number of accumulation units outstanding at end of period	29,597	41,700	51,904	73,912	116,266	158,295	99,516	21,739
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$13.46	$10.10	$17.91	$15.52	$14.15	$12.33
Value at end of period	$15.49	$13.46	$10.10	$17.91	$15.52	$14.15
Number of accumulation units outstanding at end of period	606,697	719,226	837,578	893,193	826,650	581,826
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.61	$7.52	$13.36	$13.41	$11.36	$10.94	$9.99	$7.81	$9.58	$10.00
Value at end of period	$10.87	$9.61	$7.52	$13.36	$13.41	$11.36	$10.94	$9.99	$7.81	$9.58
Number of accumulation units outstanding at end of period	246,376	297,250	324,939	464,702	488,848	402,954	336,555	175,077	70,102	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.72	$7.18	$10.26
Value at end of period	$9.60	$8.72	$7.18
Number of accumulation units outstanding at end of period	80,742	50,079	6,019
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.75	$8.83	$10.00
Value at end of period	$10.17	$9.75	$8.83
Number of accumulation units outstanding at end of period	233,093	248,930	150,716
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.14	$8.67	$14.26	$13.87	$12.29	$11.86	$10.98	$10.00
Value at end of period	$12.15	$11.14	$8.67	$14.26	$13.87	$12.29	$11.86	$10.98
Number of accumulation units outstanding at end of period	2,035,008	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 September 2003)
Value at beginning of period	$11.97	$8.77	$16.00	$14.55	$13.49	$11.85	$10.76	$10.00
Value at end of period	$13.91	$11.97	$8.77	$16.00	$14.55	$13.49	$11.85	$10.76
Number of accumulation units outstanding at end of period	2,013,938	2,203,136	2,427,888	2,548,977	2,374,202	1,793,081	889,397	141,174
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.50	$12.49	$22.07	$18.78	$16.13	$13.55	$11.61	$10.00
Value at end of period	$18.37	$17.50	$12.49	$22.07	$18.78	$16.13	$13.55	$11.61
Number of accumulation units outstanding at end of period	957,186	1,079,770	1,186,781	1,344,484	1,164,544	781,242	358,029	74,169

DVA Plus

CFI 43


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$12.03	$9.08	$7.79
Value at end of period	$13.34	$12.03	$9.08
Number of accumulation units outstanding at end of period	45,414	13,525	433
ING ARTIO FOREIGN PORTFOLIO
Value at beginning of period	$13.35	$11.28	$20.35	$17.75	$13.97	$12.30	$10.60	$8.21	$10.00
Value at end of period	$14.04	$13.35	$11.28	$20.35	$17.75	$13.97	$12.30	$10.60	$8.21
Number of accumulation units outstanding at end of period	412,652	531,285	433,624	476,482	423,971	307,303	135,743	26,857	4,278
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.01	$7.52	$13.01	$12.46	$10.99	$9.97
Value at end of period	$12.46	$10.01	$7.52	$13.01	$12.46	$10.99
Number of accumulation units outstanding at end of period	229,055	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	$10.57	$9.92
Value at end of period	$10.97	$10.57
Number of accumulation units outstanding at end of period	147,367	79,940
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
Value at beginning of period	$10.04	$7.84	$13.07	$12.45	$11.81	$10.88	$9.95	$7.96	$10.00
Value at end of period	$11.21	$10.04	$7.84	$13.07	$12.45	$11.81	$10.88	$9.95	$7.96
Number of accumulation units outstanding at end of period	103,259	117,076	110,106	137,089	157,899	182,308	5,665	4,515	755
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
Value at beginning of period	$10.19	$9.18	$14.42	$14.06	$12.28	$11.84	$10.79	$8.36	$10.00
Value at end of period	$11.14	$10.19	$9.18	$14.42	$14.06	$12.28	$11.84	$10.79	$8.36
Number of accumulation units outstanding at end of period	20,343	26,155	31,479	38,537	48,600	31,489	34,491	24,096	22,198
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.75	$6.49	$9.99
Value at end of period	$11.34	$9.75	$6.49
Number of accumulation units outstanding at end of period	100,320	117,721	83,614
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.42	$7.17	$12.41	$13.61	$11.31
Value at end of period	$10.75	$9.42	$7.17	$12.41	$13.61
Number of accumulation units outstanding at end of period	85,135	100,391	112,936	96,256	51,926
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$51.01	$38.14	$63.05	$77.90	$57.52	$50.05	$36.92	$27.24	$27.63	$25.97
Value at end of period	$64.23	$51.01	$38.14	$63.05	$77.90	$57.52	$50.05	$36.92	$27.24	$27.63
Number of accumulation units outstanding at end of period	62,970	77,637	90,173	114,199	162,747	155,995	166,268	168,123	149,145	107,794
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.10	$6.60	$10.17	$10.04	$10.22
Value at end of period	$9.98	$8.10	$6.60	$10.17	$10.04
Number of accumulation units outstanding at end of period	86,749	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	$8.81	$6.80	$11.38	$11.10	$9.91	$9.96
Value at end of period	$9.72	$8.81	$6.80	$11.38	$11.10	$9.91
Number of accumulation units outstanding at end of period	419,286	434,528	460,508	390,709	211,810	369


DVA Plus		CFI 44


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during September 2007)
Value at beginning of period	$6.98	$5.82	$10.39	$10.68
Value at end of period	$8.58	$6.98	$5.82	$10.39
Number of accumulation units outstanding at end of period	71,759	40,589	16,789	7,682
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.81	$10.14
Value at end of period	$8.77	$9.81
Number of accumulation units outstanding at end of period	3,350	1,521
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.51	$9.87	$16.48	$14.63	$13.28	$11.55	$9.45	$7.20	$9.07	$9.87
Value at end of period	$17.07	$13.51	$9.87	$16.48	$14.63	$13.28	$11.55	$9.45	$7.20	$9.07
Number of accumulation units outstanding at end of period	775,376	929,455	1,079,759	1,307,368	840,925	858,757	291,957	241,130	239,616	264,852
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.97	$7.67	$11.02	$10.91	$9.98
Value at end of period	$11.08	$9.97	$7.67	$11.02	$10.91
Number of accumulation units outstanding at end of period	621,023	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	$9.05	$7.27	$11.87	$12.48
Value at end of period	$9.93	$9.05	$7.27	$11.87
Number of accumulation units outstanding at end of period	340,336	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	$7.78	$6.07	$9.59	$10.06
Value at end of period	$8.48	$7.78	$6.07	$9.59
Number of accumulation units outstanding at end of period	442,092	467,737	536,249	288,900
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during February 2010)
Value at beginning of period	$9.85
Value at end of period	$10.99
Number of accumulation units outstanding at end of period	311
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$35.70	$26.38	$45.44	$34.66	$29.01	$21.40	$20.44	$13.64	$13.76	$15.91
Value at end of period	$42.73	$35.70	$26.38	$45.44	$34.66	$29.01	$21.40	$20.44	$13.64	$13.76
Number of accumulation units outstanding at end of period	142,139	172,799	197,520	175,075	168,110	134,710	89,495	101,132	62,771	22,850
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.79	$6.09	$9.95	$9.83
Value at end of period	$8.73	$7.79	$6.09	$9.95
Number of accumulation units outstanding at end of period	910,183	1,146,210	1,075,276	159
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.94	$10.19
Value at end of period	$13.70	$12.94
Number of accumulation units outstanding at end of period	17,904	6,043

DVA Plus

CFI 45


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.67	$7.16	$11.63	$11.28	$10.03	$9.69	$8.93	$7.21
Value at end of period	$9.69	$8.67	$7.16	$11.63	$11.28	$10.03	$9.69	$8.93
Number of accumulation units outstanding at end of period	531,146	617,261	832,110	827,971	317,311	298,885	247,034	68,649
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$12.20	$9.43	$15.40	$14.87	$13.84	$12.69	$11.09	$8.53
Value at end of period	$14.60	$12.20	$9.43	$15.40	$14.87	$13.84	$12.69	$11.09
Number of accumulation units outstanding at end of period	236,175	279,709	312,339	364,078	389,413	495,372	364,096	139,798
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during November 2003)
Value at beginning of period	$11.94	$9.75	$14.93	$16.23	$14.53	$13.76	$11.48	$8.59
Value at end of period	$14.39	$11.94	$9.75	$14.93	$16.23	$14.53	$13.76	$11.48
Number of accumulation units outstanding at end of period	199,705	228,207	268,146	319,535	336,859	392,597	318,576	139,269
ING INTERMEDIATE BOND PORTFOLIO
Value at beginning of period	$12.09	$11.04	$12.28	$11.81	$11.56	$11.41	$11.09	$10.63	$10.00
Value at end of period	$13.03	$12.09	$11.04	$12.28	$11.81	$11.56	$11.41	$11.09	$10.63
Number of accumulation units outstanding at end of period	1,186,881	1,335,700	1,103,079	472,445	355,998	250,032	141,536	76,855	48,128
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.60	$6.06	$8.25
Value at end of period	$8.04	$7.60	$6.06
Number of accumulation units outstanding at end of period	71,550	78,838	48,600
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.39	$8.49	$16.91	$14.21	$11.74	$10.32	$8.95	$6.05	$8.30	$8.88
Value at end of period	$12.78	$11.39	$8.49	$16.91	$14.21	$11.74	$10.32	$8.95	$6.05	$8.30
Number of accumulation units outstanding at end of period	381,180	493,074	617,892	662,854	160,821	130,426	110,170	169,752	123,276	132,268
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during April 2010)
Value at beginning of period	$10.70
Value at end of period	$11.02
Number of accumulation units outstanding at end of period	1,032
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.18	$11.95	$24.93	$18.29	$13.69	$10.32	$8.91	$6.17	$7.02	$7.54
Value at end of period	$23.89	$20.18	$11.95	$24.93	$18.29	$13.69	$10.32	$8.91	$6.17	$7.02
Number of accumulation units outstanding at end of period	252,008	320,772	379,394	448,152	460,882	437,852	387,272	459,146	474,427	673,091
ING JPMORGAN MID CAP VALUE PORTFOLIO
Value at beginning of period	$13.95	$11.28	$17.12	$17.01	$14.83	$13.89	$11.71
Value at end of period	$16.88	$13.95	$11.28	$17.12	$17.01	$14.83	$13.89
Number of accumulation units outstanding at end of period	100,099	86,334	78,567	95,159	120,640	143,869	99,261
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
Value at beginning of period	$12.54	$10.01	$14.52	$15.01	$13.08	$13.63	$10.35	$7.83	$10.00
Value at end of period	$15.64	$12.54	$10.01	$14.52	$15.01	$13.08	$13.63	$10.35	$7.83
Number of accumulation units outstanding at end of period	159,111	148,286	176,068	243,395	252,648	216,699	190,713	72,864	14,675
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$12.22	$8.72	$12.23	$11.13	$10.72	$10.47	$10.15
Value at end of period	$13.74	$12.22	$8.72	$12.23	$11.13	$10.72	$10.47
Number of accumulation units outstanding at end of period	35,638	37,366	9,143	12,736	16,022	23,212	3,177

DVA Plus

CFI 46


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.31	$7.94	$13.31	$13.78	$12.73	$11.64	$10.81	$10.00
Value at end of period	$12.60	$10.31	$7.94	$13.31	$13.78	$12.73	$11.64	$10.81
Number of accumulation units outstanding at end of period	41,697	52,305	59,407	64,711	77,410	109,722	57,728	10,182
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$21.71	$20.59	$20.97	$20.15	$19.72	$19.72	$19.77	$19.53	$18.51	$17.29
Value at end of period	$22.03	$21.71	$20.59	$20.97	$20.15	$19.72	$19.72	$19.77	$19.53	$18.51
Number of accumulation units outstanding at end of period	85,517	106,623	143,604	202,754	238,553	309,506	393,676	614,146	629,611	497,060
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.16	$16.37	$16.24	$15.73	$15.27	$15.10	$15.20	$15.33	$15.36	$15.03
Value at end of period	$15.90	$16.16	$16.37	$16.24	$15.73	$15.27	$15.10	$15.20	$15.33	$15.36
Number of accumulation units outstanding at end of period	997,898	1,514,943	2,175,066	1,306,313	1,147,182	1,201,904	1,131,572	1,702,971	2,297,033	2,858,557
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.06	$8.61	$13.80	$13.46	$11.63	$11.21	$10.36	$8.02	$10.59	$11.24
Value at end of period	$11.60	$10.06	$8.61	$13.80	$13.46	$11.63	$11.21	$10.36	$8.02	$10.59
Number of accumulation units outstanding at end of period	119,325	138,971	160,384	202,537	234,935	207,235	257,974	292,659	330,088	353,861
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.89	$10.95	$18.64	$16.59	$16.07	$14.99	$13.55	$10.37	$14.97	$21.80
Value at end of period	$16.38	$13.89	$10.95	$18.64	$16.59	$16.07	$14.99	$13.55	$10.37	$14.97
Number of accumulation units outstanding at end of period	718,203	853,308	995,225	1,160,128	1,300,804	1,568,859	1,835,266	2,163,884	2,302,847	3,005,289
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.08	$8.92	$17.95	$15.13	$12.40	$10.02
Value at end of period	$13.52	$12.08	$8.92	$17.95	$15.13	$12.40
Number of accumulation units outstanding at end of period	123,173	149,242	179,557	193,860	168,664	108,897
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$24.04	$20.72	$27.12	$26.50	$24.06	$23.76	$21.73	$18.91	$20.25	$20.48
Value at end of period	$25.98	$24.04	$20.72	$27.12	$26.50	$24.06	$23.76	$21.73	$18.91	$20.25
Number of accumulation units outstanding at end of period	455,009	548,065	643,128	819,694	897,003	1,025,683	911,027	932,450	859,682	856,471
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.71	$11.26	$18.36	$14.65	$11.38	$10.11
Value at end of period	$16.45	$14.71	$11.26	$18.36	$14.65	$11.38
Number of accumulation units outstanding at end of period	240,709	268,883	289,925	304,354	220,033	175,671
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.99	$6.48	$10.57	$8.57	$8.09	$7.46	$7.10
Value at end of period	$11.50	$8.99	$6.48	$10.57	$8.57	$8.09	$7.46
Number of accumulation units outstanding at end of period	593,833	713,721	809,490	16,873	21,163	23,433	28,055
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
Value at beginning of period	$15.31	$12.07	$17.18	$15.91	$13.33	$12.17	$10.97	$8.83	$10.00
Value at end of period	$17.16	$15.31	$12.07	$17.18	$15.91	$13.33	$12.17	$10.97	$8.83
Number of accumulation units outstanding at end of period	116,230	118,308	126,637	149,741	227,261	139,674	57,922	55,092	27,705
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during February 2010)
Value at beginning of period	$9.40
Value at end of period	$10.35
Number of accumulation units outstanding at end of period	4,951

DVA Plus

CFI 47


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during March 2009)
Value at beginning of period	$10.62	$7.67
Value at end of period	$11.92	$10.62
Number of accumulation units outstanding at end of period	11,621	4,843
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$13.21	$9.63	$16.45	$15.72	$13.58	$12.18
Value at end of period	$15.05	$13.21	$9.63	$16.45	$15.72	$13.58
Number of accumulation units outstanding at end of period	110,603	140,376	157,769	152,046	116,133	44,746
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.49	$9.18	$12.04	$11.89	$11.09	$10.81	$10.00
Value at end of period	$15.17	$13.49	$9.18	$12.04	$11.89	$11.09	$10.81
Number of accumulation units outstanding at end of period	439,023	459,467	619,342	798,841	934,613	965,634	1,090,509
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.04	$15.13	$14.75	$13.76	$13.40	$13.29	$12.88	$12.49	$11.68	$11.59
Value at end of period	$18.05	$17.04	$15.13	$14.75	$13.76	$13.40	$13.29	$12.88	$12.49	$11.68
Number of accumulation units outstanding at end of period	1,487,389	1,652,663	1,530,242	1,175,130	1,101,979	952,309	773,578	642,677	689,475	227,627
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.22	$8.37	$13.02	$12.60	$10.97	$10.17
Value at end of period	$11.65	$10.22	$8.37	$13.02	$12.60	$10.97
Number of accumulation units outstanding at end of period	16,847	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	$10.12	$8.22	$12.49	$12.03	$10.88	$10.07
Value at end of period	$11.75	$10.12	$8.22	$12.49	$12.03	$10.88
Number of accumulation units outstanding at end of period	515,691	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	$8.31	$8.25
Value at end of period	$8.82	$8.31
Number of accumulation units outstanding at end of period	885,375	739,059
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.21
Value at end of period	$10.29	$9.37
Number of accumulation units outstanding at end of period	4,415,858	5,062,790
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.52	$9.63
Number of accumulation units outstanding at end of period	5,211,377	5,736,069
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.62	$9.86
Number of accumulation units outstanding at end of period	3,370,579	3,745,706

DVA Plus

CFI 48


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.67	$10.84
Value at end of period	$14.02	$12.67
Number of accumulation units outstanding at end of period	72,870	91,763
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.14	$6.70	$10.13
Value at end of period	$8.97	$8.14	$6.70
Number of accumulation units outstanding at end of period	646,133	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	$12.49	$10.64
Value at end of period	$13.66	$12.49
Number of accumulation units outstanding at end of period	97,961	113,909
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.98	$10.79
Value at end of period	$16.07	$12.98
Number of accumulation units outstanding at end of period	245,450	289,667
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.42	$6.12	$10.48
Value at end of period	$10.34	$8.42	$6.12
Number of accumulation units outstanding at end of period	79,361	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	$8.66	$6.96	$10.16
Value at end of period	$10.74	$8.66	$6.96
Number of accumulation units outstanding at end of period	105,578	93,601	73,382
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.19	$5.59	$8.68	$8.04	$7.27	$6.78	$6.27	$4.61	$8.32	$10.00
Value at end of period	$9.34	$7.19	$5.59	$8.68	$8.04	$7.27	$6.78	$6.27	$4.61	$8.32
Number of accumulation units outstanding at end of period	58,239	71,603	81,596	98,573	126,536	104,909	95,913	106,296	48,063	59,196
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.94	$7.14	$10.56
Value at end of period	$10.91	$8.94	$7.14
Number of accumulation units outstanding at end of period	30,272	12,035	15,039
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$44.09	$33.63	$47.15	$45.90	$40.69	$38.38	$33.45	$27.14	$27.45	$25.38
Value at end of period	$49.48	$44.09	$33.63	$47.15	$45.90	$40.69	$38.38	$33.45	$27.14	$27.45
Number of accumulation units outstanding at end of period	437,278	520,599	600,422	652,264	695,197	717,996	678,514	662,358	639,977	495,196
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$26.15	$21.26	$33.60	$33.14	$28.28	$27.65	$24.46	$19.86	$23.25	$23.31
Value at end of period	$29.58	$26.15	$21.26	$33.60	$33.14	$28.28	$27.65	$24.46	$19.86	$23.25
Number of accumulation units outstanding at end of period	227,814	267,381	304,958	360,311	402,219	446,944	450,758	372,504	375,191	398,072
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.09	$5.76	$10.16	$10.07
Value at end of period	$9.28	$8.09	$5.76	$10.16
Number of accumulation units outstanding at end of period	94,269	134,530	61,963	45,677


DVA Plus		CFI 49


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.60	$7.40	$12.66	$11.17	$10.35
Value at end of period	$10.26	$9.60	$7.40	$12.66	$11.17
Number of accumulation units outstanding at end of period	185,124	191,585	202,155	91,050	43,509
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
Value at beginning of period	$19.97	$15.34	$25.85	$25.65	$21.38	$19.77	$18.11	$13.50	$17.19	$19.83
Value at end of period	$21.18	$19.97	$15.34	$25.85	$25.65	$21.38	$19.77	$18.11	$13.50	$17.19
Number of accumulation units outstanding at end of period	258,876	308,065	369,472	437,103	444,904	478,115	519,725	583,925	629,168	726,954
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$10.58	$10.19	$9.86
Value at end of period	$11.02	$10.58	$10.19
Number of accumulation units outstanding at end of period	159,269	186,314	89,650
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.22	$7.89	$13.37	$13.46	$11.97	$11.16
Value at end of period	$11.36	$10.22	$7.89	$13.37	$13.46	$11.97
Number of accumulation units outstanding at end of period	5,375	5,905	6,353	10,357	34,067	7,398
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.72	$8.48	$13.56	$14.10	$12.37	$12.15
Value at end of period	$12.14	$10.72	$8.48	$13.56	$14.10	$12.37
Number of accumulation units outstanding at end of period	180,459	191,338	223,593	268,526	269,186	217,632
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.04	$9.17	$12.19	$12.00	$10.84	$10.16
Value at end of period	$12.17	$11.04	$9.17	$12.19	$12.00	$10.84
Number of accumulation units outstanding at end of period	194,468	226,148	236,036	145,150	101,883	57,793
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$25.57	$20.97	$31.44	$31.15	$27.29	$25.19	$22.44	$17.83	$21.26	$24.54
Value at end of period	$28.31	$25.57	$20.97	$31.44	$31.15	$27.29	$25.19	$22.44	$17.83	$21.26
Number of accumulation units outstanding at end of period	201,782	244,106	286,443	349,212	418,501	432,481	444,724	456,690	478,280	529,164
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.67	$9.03	$12.87	$12.05	$10.75	$9.89	$9.95
Value at end of period	$11.23	$10.67	$9.03	$12.87	$12.05	$10.75	$9.89
Number of accumulation units outstanding at end of period	80,599	91,874	105,082	149,813	164,493	143,590	66,820
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2008)
Value at beginning of period	$7.76	$6.07	$9.79
Value at end of period	$8.08	$7.76	$6.07
Number of accumulation units outstanding at end of period	20,710	15,510	19,771
INVESCO V.I. LEISURE FUND
Value at beginning of period	$10.14	$7.76	$13.85	$14.20	$11.58	$11.91	$10.67	$8.43	$10.00
Value at end of period	$12.17	$10.14	$7.76	$13.85	$14.20	$11.58	$11.91	$10.67	$8.43
Number of accumulation units outstanding at end of period	21,002	26,395	33,109	41,515	53,964	58,230	36,825	57,182	1,464
PROFUND VP BULL
Value at beginning of period	$7.60	$6.21	$10.13	$9.94	$8.89	$8.79	$8.21	$6.64	$8.88	$10.00
Value at end of period	$8.42	$7.60	$6.21	$10.13	$9.94	$8.89	$8.79	$8.21	$6.64	$8.88
Number of accumulation units outstanding at end of period	4,952	6,595	9,219	24,362	66,827	87,305	236,229	123,574	117,319	117,895


DVA Plus		CFI 50


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
PROFUND VP EUROPE 30
Value at beginning of period	$9.21	$7.08	$12.84	$11.39	$9.85	$9.26	$8.23	$6.03	$8.26	$10.00
Value at end of period	$9.30	$9.21	$7.08	$12.84	$11.39	$9.85	$9.26	$8.23	$6.03	$8.26
Number of accumulation units outstanding at end of period	5,732	6,504	7,317	16,311	21,489	69,529	77,158	71,708	42,457	4,340
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.97	$4.59	$7.52	$8.06	$7.44	$8.21	$9.36	$10.00
Value at end of period	$4.93	$5.97	$4.59	$7.52	$8.06	$7.44	$8.21	$9.36
Number of accumulation units outstanding at end of period	30,303	42,687	49,779	72,233	135,323	84,052	213,853	6,865



Separate Account Annual Charges of 1.65%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.49	$7.98	$10.09
Value at end of period	$10.24	$9.49	$7.98
Number of accumulation units outstanding at end of period	32,649,952	29,137,036	14,862,682
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.89	$13.74	$19.45	$20.30	$17.29	$16.67	$13.83	$10.00
Value at end of period	$21.01	$16.89	$13.74	$19.45	$20.30	$17.29	$16.67	$13.83
Number of accumulation units outstanding at end of period	894,397	1,055,356	1,247,388	1,669,952	2,192,902	2,694,431	1,745,035	202,533
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.76	$8.82	$15.66	$13.57	$12.38	$10.79
Value at end of period	$13.52	$11.76	$8.82	$15.66	$13.57	$12.38
Number of accumulation units outstanding at end of period	11,446,144	13,426,002	14,367,566	8,727,881	5,320,846	2,071,944
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.57	$7.49	$13.32	$13.37	$11.34	$10.92	$9.98	$7.80	$9.58	$10.00
Value at end of period	$10.82	$9.57	$7.49	$13.32	$13.37	$11.34	$10.92	$9.98	$7.80	$9.58
Number of accumulation units outstanding at end of period	1,758,440	2,015,556	2,321,019	2,996,250	2,729,417	2,083,613	1,820,927	947,458	177,883	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.71	$7.18	$9.96
Value at end of period	$9.59	$8.71	$7.18
Number of accumulation units outstanding at end of period	11,286,916	11,176,781	6,791,321
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.74	$8.83	$10.01
Value at end of period	$10.16	$9.74	$8.83
Number of accumulation units outstanding at end of period	10,751,092	11,050,737	6,792,467
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.10	$8.65	$14.22	$13.84	$12.28	$11.86	$10.98	$10.00
Value at end of period	$12.11	$11.10	$8.65	$14.22	$13.84	$12.28	$11.86	$10.98
Number of accumulation units outstanding at end of period	18,859,469	20,239,154	19,704,269	14,800,441	11,659,213	8,805,371	5,275,914	536,261

DVA Plus

CFI 51


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.93	$8.75	$15.97	$14.53	$13.47	$11.85	$10.76	$10.00
Value at end of period	$13.86	$11.93	$8.75	$15.97	$14.53	$13.47	$11.85	$10.76
Number of accumulation units outstanding at end of period	28,931,189	30,569,314	29,486,643	21,187,620	17,328,218	12,968,062	7,574,705	1,003,541
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.45	$12.46	$22.02	$18.75	$16.11	$13.54	$11.61	$10.00
Value at end of period	$18.30	$17.45	$12.46	$22.02	$18.75	$16.11	$13.54	$11.61
Number of accumulation units outstanding at end of period	13,733,676	14,447,525	13,747,430	9,721,538	7,272,815	4,950,832	2,513,020	241,840
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$12.03	$9.08	$9.98
Value at end of period	$13.33	$12.03	$9.08
Number of accumulation units outstanding at end of period	2,692,196	1,950,103	447,067
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.30	$11.25	$20.29	$17.71	$13.94	$12.29	$10.59	$8.21	$10.00
Value at end of period	$13.98	$13.30	$11.25	$20.29	$17.71	$13.94	$12.29	$10.59	$8.21
Number of accumulation units outstanding at end of period	7,241,127	8,539,378	8,579,771	7,545,354	5,453,420	3,692,516	1,879,994	296,301	81,977
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98	$7.51	$12.99	$12.45	$10.99	$9.97
Value at end of period	$12.42	$9.98	$7.51	$12.99	$12.45	$10.99
Number of accumulation units outstanding at end of period	5,244,173	5,554,100	4,777,820	2,907,330	1,977,073	966,411
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.57	$9.89
Value at end of period	$10.96	$10.57
Number of accumulation units outstanding at end of period	4,954,370	3,586,830
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.00	$7.81	$13.04	$12.42	$11.78	$10.86	$9.94	$7.96	$10.00
Value at end of period	$11.16	$10.00	$7.81	$13.04	$12.42	$11.78	$10.86	$9.94	$7.96
Number of accumulation units outstanding at end of period	1,660,779	1,835,417	1,686,153	1,199,204	927,783	1,015,999	188,506	161,256	60,487
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.15	$9.15	$14.38	$14.02	$12.25	$11.83	$10.79	$8.36	$10.00
Value at end of period	$11.09	$10.15	$9.15	$14.38	$14.02	$12.25	$11.83	$10.79	$8.36
Number of accumulation units outstanding at end of period	210,367	253,206	298,717	383,821	504,673	260,047	265,975	128,265	36,244
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.74	$6.49	$9.99
Value at end of period	$11.32	$9.74	$6.49
Number of accumulation units outstanding at end of period	3,692,593	3,822,702	2,342,950
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.40	$7.16	$12.40	$13.60	$11.05
Value at end of period	$10.72	$9.40	$7.16	$12.40	$13.60
Number of accumulation units outstanding at end of period	2,903,282	3,360,508	3,566,733	2,153,514	740,231

DVA Plus

CFI 52


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$50.47	$37.76	$62.45	$77.20	$57.02	$49.64	$36.64	$27.05	$27.45	$25.81
Value at end of period	$63.52	$50.47	$37.76	$62.45	$77.20	$57.02	$49.64	$36.64	$27.05	$27.45
Number of accumulation units outstanding at end of period	510,504	613,664	710,187	905,352	1,081,799	935,631	672,058	395,687	242,782	77,777
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.08	$6.59	$10.16	$10.04	$9.95
Value at end of period	$9.96	$8.08	$6.59	$10.16	$10.04
Number of accumulation units outstanding at end of period	3,549,908	4,787,221	4,530,155	2,975,002	1,490,670
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.80	$6.79	$11.37	$11.10	$9.91	$9.96
Value at end of period	$9.69	$8.80	$6.79	$11.37	$11.10	$9.91
Number of accumulation units outstanding at end of period	7,592,795	7,644,431	6,232,741	2,974,581	1,247,916	43,804
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.97	$5.82	$10.39	$10.00
Value at end of period	$8.56	$6.97	$5.82	$10.39
Number of accumulation units outstanding at end of period	7,272,716	7,068,642	7,174,467	3,410,381
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.81	$9.43
Value at end of period	$8.76	$9.81
Number of accumulation units outstanding at end of period	169,739	6,282
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.45	$9.83	$16.42	$14.58	$13.25	$11.52	$9.44	$7.19	$9.06	$9.87
Value at end of period	$16.98	$13.45	$9.83	$16.42	$14.584	$13.25	$11.52	$9.44	$7.19	$9.06
Number of accumulation units outstanding at end of period	6,525,329	7,078,573	6,531,801	5,886,751	4,115,916	3,308,905	2,007,253	1,236,349	877,092	390,858
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.95	$7.66	$11.01	$10.91	$9.99
Value at end of period	$11.05	$9.95	$7.66	$11.01	$10.91
Number of accumulation units outstanding at end of period	7,970,975	8,015,179	7,440,765	5,223,391	1,672,877
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.04	$7.26	$11.87	$12.42
Value at end of period	$9.91	$9.04	$7.26	$11.87
Number of accumulation units outstanding at end of period	4,677,692	4,913,841	4,632,152	3,512,368
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.77	$6.07	$9.59	$10.06
Value at end of period	$8.47	$7.77	$6.07	$9.59
Number of accumulation units outstanding at end of period	28,072,976	29,916,528	31,131,536	14,012,616
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$10.26	$9.74
Value at end of period	$10.98	$10.26
Number of accumulation units outstanding at end of period	95,140	4,460
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$35.32	$26.11	$45.01	$34.34	$28.76	$21.23	$20.28	$13.55	$13.67	$15.81
Value at end of period	$42.26	$35.32	$26.11	$45.01	$34.34	$28.76	$21.23	$20.28	$13.55	$13.67
Number of accumulation units outstanding at end of period	2,544,301	3,158,457	3,200,961	2,276,793	1,627,379	1,133,308	643,253	349,772	108,459	18,910


DVA Plus		CFI 53


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.78	$6.09	$9.95	$9.83
Value at end of period	$8.71	$7.78	$6.09	$9.95
Number of accumulation units outstanding at end of period	4,802,895	5,516,324	3,269,386	15,528
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.94	$9.99
Value at end of period	$13.68	$12.94
Number of accumulation units outstanding at end of period	1,180,071	594,631
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.63	$7.13	$11.59	$11.25	$10.01	$9.67	$8.92	$10.00
Value at end of period	$9.65	$8.63	$7.13	$11.59	$11.25	$10.01	$9.67	$8.92
Number of accumulation units outstanding at end of period	1,038,513	1,191,005	1,568,394	2,011,974	1,941,369	1,717,454	1,211,622	392,888
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.47	$8.10	$13.23	$12.78	$11.91	$10.92	$9.49
Value at end of period	$12.52	$10.47	$8.10	$13.23	$12.78	$11.91	$10.92
Number of accumulation units outstanding at end of period	1,163,968	1,330,208	1,643,831	2,026,223	1,783,464	1,374,933	505,878
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$9.81	$8.01	$12.28	$13.35	$11.96	$11.33	$9.39
Value at end of period	$11.82	$9.81	$8.01	$12.28	$13.35	$11.96	$11.33
Number of accumulation units outstanding at end of period	1,018,778	1,187,131	1,350,205	1,814,376	1,573,446	1,104,254	456,418
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.04	$11.00	$12.24	$11.78	$11.54	$11.40	$11.08	$10.63	$10.00
Value at end of period	$12.97	$12.04	$11.00	$12.24	$11.78	$11.54	$11.40	$11.08	$10.63
Number of accumulation units outstanding at end of period	19,438,551	20,618,726	21,077,749	18,045,939	9,597,875	3,017,046	1,881,640	337,031	88,275
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$7.59	$6.05	$10.22
Value at end of period	$8.03	$7.59	$6.05
Number of accumulation units outstanding at end of period	1,270,771	1,647,470	309,276
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.34	$8.45	$16.85	$14.17	$11.71	$10.30	$8.94	$6.04	$8.30	$8.88
Value at end of period	$12.71	$11.34	$8.45	$16.85	$14.17	$11.71	$10.30	$8.94	$6.04	$8.30
Number of accumulation units outstanding at end of period	5,529,830	6,486,317	8,035,793	5,642,272	945,963	473,569	395,916	344,837	246,924	151,551
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$11.01	$9.85
Number of accumulation units outstanding at end of period	161,677	2,610
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$20.06	$11.89	$24.80	$18.21	$13.64	$10.28	$8.88	$6.16	$7.01	$7.52
Value at end of period	$23.73	$20.06	$11.89	$24.80	$18.21	$13.64	$10.28	$8.88	$6.16	$7.01
Number of accumulation units outstanding at end of period	4,464,015	5,464,963	5,283,734	3,807,284	2,809,975	1,968,335	1,024,922	472,273	249,735	203,417

DVA Plus

CFI 54


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during May 2004)
Value at beginning of period	$11.31	$9.16	$13.90	$13.81	$12.05	$11.30	$9.90
Value at end of period	$13.68	$11.31	$9.16	$13.90	$13.81	$12.05	$11.30
Number of accumulation units outstanding at end of period	2,095,654	1,477,123	651,474	63,076	71,145	91,313	62,314
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.49	$9.98	$14.48	$14.98	$13.06	$13.63	$10.34	$7.83	$10.00
Value at end of period	$15.57	$12.49	$9.98	$14.48	$14.98	$13.06	$13.63	$10.34	$7.83
Number of accumulation units outstanding at end of period	3,141,380	1,722,690	1,739,178	2,356,999	2,128,459	1,518,628	1,021,256	506,711	114,380
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.18	$8.70	$12.21	$11.12	$10.71	$10.47	$9.92
Value at end of period	$13.69	$12.18	$8.70	$12.21	$11.12	$10.71	$10.47
Number of accumulation units outstanding at end of period	1,903,369	1,425,814	204,381	96,693	170,706	92,164	45,865
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.28	$7.92	$13.28	$13.76	$12.72	$11.63	$10.81	$10.00
Value at end of period	$12.55	$10.28	$7.92	$13.28	$13.76	$12.72	$11.63	$10.81
Number of accumulation units outstanding at end of period	995,576	1,187,832	1,399,391	1,672,154	1,772,212	1,579,345	1,121,331	94,036
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$21.48	$20.38	$20.77	$19.97	$19.55	$19.56	$19.62	$19.40	$18.39	$17.18
Value at end of period	$21.79	$21.48	$20.38	$20.77	$19.97	$19.55	$19.56	$19.62	$19.40	$18.39
Number of accumulation units outstanding at end of period	176,733	223,473	269,815	360,310	460,569	619,015	809,812	1,154,037	917,938	389,087
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.99	$16.21	$16.09	$15.58	$15.14	$14.97	$15.09	$15.23	$15.26	$14.94
Value at end of period	$15.73	$15.99	$16.21	$16.09	$15.58	$15.14	$14.97	$15.09	$15.23	$15.26
Number of accumulation units outstanding at end of period	9,115,635	12,290,462	18,806,724	5,984,813	3,439,887	2,157,975	1,780,415	1,848,567	1,599,933	953,602
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$10.01	$8.57	$13.74	$13.42	$11.60	$11.18	$10.34	$8.01	$10.58	$11.24
Value at end of period	$11.54	$10.01	$8.57	$13.74	$13.42	$11.60	$11.18	$10.34	$8.01	$10.58
Number of accumulation units outstanding at end of period	550,615	663,615	771,210	975,055	1,291,222	1,060,605	1,173,059	1,081,824	1,030,211	401,684
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.80	$10.87	$18.53	$16.50	$15.99	$14.93	$13.49	$10.34	$14.92	$21.75
Value at end of period	$16.26	$13.80	$10.87	$18.53	$16.50	$15.99	$14.93	$13.49	$10.34	$14.92
Number of accumulation units outstanding at end of period	3,883,826	3,803,720	3,530,625	3,223,395	2,969,761	2,979,009	2,512,016	1,979,404	1,434,607	1,236,743
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.05	$8.90	$17.93	$15.12	$12.40	$10.00
Value at end of period	$13.48	$12.05	$8.90	$17.93	$15.12	$12.40
Number of accumulation units outstanding at end of period	2,050,959	2,444,515	2,920,415	1,993,862	1,152,245	888,379
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.85	$20.57	$26.93	$26.33	$23.92	$23.63	$21.62	$18.83	$20.18	$20.42
Value at end of period	$25.77	$23.85	$20.57	$26.93	$26.33	$23.92	$23.63	$21.62	$18.83	$20.18
Number of accumulation units outstanding at end of period	2,972,959	3,389,867	3,123,588	3,060,376	3,213,515	3,365,929	2,977,831	2,396,435	1,672,477	915,770
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.67	$11.23	$18.34	$14.64	$11.38	$10.07
Value at end of period	$16.41	$14.67	$11.23	$18.34	$14.64	$11.38
Number of accumulation units outstanding at end of period	3,676,976	4,073,509	4,480,383	2,817,908	1,671,630	1,195,134

DVA Plus

CFI 55


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.95	$6.45	$10.54	$8.54	$8.07	$7.45	$7.09
Value at end of period	$11.44	$8.95	$6.45	$10.54	$8.54	$8.07	$7.45
Number of accumulation units outstanding at end of period	3,637,309	2,574,342	2,677,395	165,449	229,809	307,954	316,589
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.25	$12.03	$17.13	$15.87	$13.30	$12.15	$10.97	$8.83	$10.00
Value at end of period	$17.09	$15.25	$12.03	$17.13	$15.87	$13.30	$12.15	$10.97	$8.83
Number of accumulation units outstanding at end of period	3,604,727	3,370,800	3,388,663	3,674,854	2,939,640	2,119,939	1,143,284	441,247	136,897
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$9.76	$8.56	$9.22
Value at end of period	$10.33	$9.76	$8.56
Number of accumulation units outstanding at end of period	1,937,172	1,397,934	83,472
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2008)
Value at beginning of period	$10.61	$8.43	$9.98
Value at end of period	$11.90	$10.61	$8.43
Number of accumulation units outstanding at end of period	1,643,930	782,866	162,979
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.82	$8.62	$14.73	$14.08	$12.17	$10.93
Value at end of period	$13.46	$11.82	$8.62	$14.73	$14.08	$12.17
Number of accumulation units outstanding at end of period	1,480,914	1,695,188	1,995,843	1,647,677	1,178,387	344,200
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.45	$9.15	$12.01	$11.88	$11.08	$10.80	$10.00
Value at end of period	$15.11	$13.45	$9.15	$12.01	$11.88	$11.08	$10.80
Number of accumulation units outstanding at end of period	3,779,255	2,721,625	3,338,098	4,384,724	4,835,744	4,678,798	4,403,121
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.90	$15.02	$14.65	$13.67	$13.32	$13.22	$12.82	$12.44	$11.64	$11.55
Value at end of period	$17.90	$16.90	$15.02	$14.65	$13.67	$13.32	$13.22	$12.82	$12.44	$11.64
Number of accumulation units outstanding at end of period	37,652,999	38,979,544	27,390,668	9,264,287	4,360,216	4,194,516	3,434,155	2,698,621	1,936,134	244,538
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.20	$8.35	$13.01	$12.59	$10.96	$10.00
Value at end of period	$11.62	$10.20	$8.35	$13.01	$12.59	$10.96
Number of accumulation units outstanding at end of period	609,977	529,027	574,371	705,399	947,681	835,053
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.10	$8.20	$12.47	$12.02	$10.88	$10.00
Value at end of period	$11.71	$10.10	$8.20	$12.47	$12.02	$10.88
Number of accumulation units outstanding at end of period	5,811,507	6,741,283	6,906,770	6,866,041	6,977,641	6,591,837
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.82	$8.31
Number of accumulation units outstanding at end of period	11,268,717	9,235,050

DVA Plus

CFI 56


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.21
Value at end of period	$10.28	$9.37
Number of accumulation units outstanding at end of period	90,407,563	98,222,251
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.63	$9.49
Value at end of period	$10.51	$9.63
Number of accumulation units outstanding at end of period	65,664,893	70,210,170
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.86	$9.75
Value at end of period	$10.62	$9.86
Number of accumulation units outstanding at end of period	33,887,801	36,618,477
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.67	$10.14
Value at end of period	$14.01	$12.67
Number of accumulation units outstanding at end of period	980,480	1,093,134
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.13	$6.70	$10.17
Value at end of period	$8.96	$8.13	$6.70
Number of accumulation units outstanding at end of period	3,433,711	3,566,009	744,806
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.49	$10.35
Value at end of period	$13.65	$12.49
Number of accumulation units outstanding at end of period	200,934	150,954
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.97	$10.36
Value at end of period	$16.06	$12.97
Number of accumulation units outstanding at end of period	2,324,538	2,008,990
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.41	$6.12	$10.25
Value at end of period	$10.33	$8.41	$6.12
Number of accumulation units outstanding at end of period	2,724,466	2,544,207	1,062,310
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.65	$6.96	$10.15
Value at end of period	$10.72	$8.65	$6.96
Number of accumulation units outstanding at end of period	2,760,386	2,679,879	1,754,101
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.16	$5.57	$8.65	$8.01	$7.25	$6.77	$6.26	$4.60	$8.32	$10.00
Value at end of period	$9.29	$7.16	$5.57	$8.65	$8.01	$7.25	$6.77	$6.26	$4.60	$8.32
Number of accumulation units outstanding at end of period	559,739	648,234	749,440	1,055,828	1,332,137	1,407,649	1,295,970	951,109	563,709	111,946

DVA Plus

CFI 57


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.93	$7.14	$10.05
Value at end of period	$10.89	$8.93	$7.14
Number of accumulation units outstanding at end of period	1,764,765	1,604,687	1,110,458
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$43.63	$33.29	$46.70	$45.49	$40.34	$38.07	$33.19	$26.95	$27.27	$25.23
Value at end of period	$48.93	$43.63	$33.29	$46.70	$45.49	$40.34	$38.07	$33.19	$26.95	$27.27
Number of accumulation units outstanding at end of period	9,126,872	9,553,987	9,041,619	6,659,145	5,521,892	4,439,198	3,119,934	1,938,760	1,232,631	477,872
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$25.87	$21.05	$33.28	$32.84	$28.03	$27.43	$24.27	$19.72	$23.10	$23.17
Value at end of period	$29.25	$25.87	$21.05	$33.28	$32.84	$28.03	$27.43	$24.27	$19.72	$23.10
Number of accumulation units outstanding at end of period	2,715,477	2,949,818	2,853,748	2,749,873	2,871,656	2,827,868	2,602,040	1,543,749	814,591	410,546
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.08	$5.76	$10.16	$10.04
Value at end of period	$9.26	$8.08	$5.76	$10.16
Number of accumulation units outstanding at end of period	2,043,344	2,291,739	1,184,847	552,903
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.58	$7.39	$12.65	$11.16	$10.35
Value at end of period	$10.23	$9.58	$7.39	$12.65	$11.16
Number of accumulation units outstanding at end of period	4,791,752	4,275,236	3,649,197	1,480,050	367,715
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$19.80	$15.22	$25.65	$25.47	$21.24	$19.65	$18.01	$13.43	$17.11	$19.75
Value at end of period	$20.98	$19.80	$15.22	$25.65	$25.47	$21.24	$19.65	$18.01	$13.43	$17.11
Number of accumulation units outstanding at end of period	1,648,993	1,778,535	1,823,433	1,982,382	1,812,177	1,493,366	1,520,291	1,411,896	1,121,604	791,259
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.57	$10.18	$9.98
Value at end of period	$11.01	$10.57	$10.18
Number of accumulation units outstanding at end of period	3,769,609	4,694,672	2,170,741
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.19	$7.87	$13.34	$13.44	$11.96	$11.15
Value at end of period	$11.32	$10.19	$7.87	$13.34	$13.44	$11.96
Number of accumulation units outstanding at end of period	59,304	71,833	76,306	110,186	165,341	45,256
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.68	$8.45	$13.52	$14.07	$12.35	$12.13
Value at end of period	$12.09	$10.68	$8.45	$13.52	$14.07	$12.35
Number of accumulation units outstanding at end of period	2,618,723	2,361,640	2,466,881	2,285,681	2,066,249	1,620,818
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.01	$9.15	$12.17	$11.98	$10.84	$10.16
Value at end of period	$12.14	$11.01	$9.15	$12.17	$11.98	$10.84
Number of accumulation units outstanding at end of period	3,483,701	3,059,375	2,755,180	1,231,628	629,056	369,153
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$25.36	$20.81	$31.22	$30.94	$27.12	$25.05	$22.32	$17.75	$21.17	$24.45
Value at end of period	$28.06	$25.36	$20.81	$31.22	$30.94	$27.12	$25.05	$22.32	$17.75	$21.17
Number of accumulation units outstanding at end of period	1,501,512	1,868,297	1,880,516	1,762,926	1,711,788	1,524,990	1,423,862	1,070,653	835,108	752,796

DVA Plus

CFI 58


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.64	$9.01	$12.84	$12.03	$10.74	$9.89	$9.95
Value at end of period	$11.19	$10.64	$9.01	$12.84	$12.03	$10.74	$9.89
Number of accumulation units outstanding at end of period	1,954,357	2,271,236	2,194,489	1,676,945	1,500,555	1,302,047	346,643
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.75	$6.06	$9.91
Value at end of period	$8.07	$7.75	$6.06
Number of accumulation units outstanding at end of period	8,081,998	8,771,637	8,258,859
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.10	$7.74	$13.81	$14.16	$11.55	$11.89	$10.66	$8.43	$10.00
Value at end of period	$12.11	$10.10	$7.74	$13.81	$14.16	$11.55	$11.89	$10.66	$8.43
Number of accumulation units outstanding at end of period	189,811	229,699	251,552	305,746	387,669	507,068	542,920	224,254	65,382
PROFUND VP BULL
Value at beginning of period	$7.57	$6.19	$10.10	$9.92	$8.87	$8.78	$8.20	$6.64	$8.88	$10.00
Value at end of period	$8.38	$7.57	$6.19	$10.10	$9.92	$8.87	$8.78	$8.20	$6.64	$8.88
Number of accumulation units outstanding at end of period	107,937	141,448	153,084	191,977	222,576	276,280	391,752	212,538	127,500	92,175
PROFUND VP EUROPE 30
Value at beginning of period	$9.17	$7.05	$12.80	$11.36	$9.83	$9.24	$8.22	$6.03	$8.25	$10.00
Value at end of period	$9.26	$9.17	$7.05	$12.80	$11.36	$9.83	$9.24	$8.22	$6.03	$8.25
Number of accumulation units outstanding at end of period	85,151	99,630	111,818	143,536	183,750	204,701	236,069	118,462	64,316	14,668
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.95	$4.58	$7.50	$8.05	$7.43	$8.20	$9.36	$10.00
Value at end of period	$4.92	$5.95	$4.58	$7.50	$8.05	$7.43	$8.20	$9.36
Number of accumulation units outstanding at end of period	268,098	302,483	369,403	554,470	675,338	692,648	737,507	29,131



Separate Account Annual Charges of 1.75%

	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
BLACKROCK GLOBAL ALLOCATION V.I. FUND
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.47	$7.97	$10.04
Value at end of period	$10.21	$9.47	$7.97
Number of accumulation units outstanding at end of period	1,130,871	1,025,896	167,445
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during November 2003)
Value at beginning of period	$16.78	$13.66	$19.36	$20.22	$17.24	$16.64	$13.82	$10.00
Value at end of period	$20.85	$16.78	$13.66	$19.36	$20.22	$17.24	$16.64	$13.82
Number of accumulation units outstanding at end of period	133,922	154,250	195,678	237,998	314,959	467,852	354,307	159,277
FIDELITY® VIP CONTRAFUND® PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.29	$8.48	$15.06	$13.07	$11.94	$10.23
Value at end of period	$12.97	$11.29	$8.48	$15.06	$13.07	$11.94
Number of accumulation units outstanding at end of period	299,967	358,684	444,100	493,102	355,442	200,749

DVA Plus

CFI 59


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.49	$7.43	$13.23	$13.30	$11.29	$10.88	$9.96	$7.79	$9.57	$10.00
Value at end of period	$10.71	$9.49	$7.43	$13.23	$13.30	$11.29	$10.88	$9.96	$7.79	$9.57
Number of accumulation units outstanding at end of period	417,372	465,583	530,273	682,579	725,114	739,319	1,163,703	987,940	139,297	0
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.69	$7.17	$9.94
Value at end of period	$9.56	$8.69	$7.17
Number of accumulation units outstanding at end of period	104,038	97,544	49,722
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$9.72	$8.82	$10.00
Value at end of period	$10.13	$9.72	$8.82
Number of accumulation units outstanding at end of period	296,209	349,941	208,410
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.03	$8.60	$14.16	$13.80	$12.25	$11.84	$10.98	$10.00
Value at end of period	$12.02	$11.03	$8.60	$14.16	$13.80	$12.25	$11.84	$10.98
Number of accumulation units outstanding at end of period	686,003	728,947	832,400	1,130,094	1,303,804	1,473,385	1,977,456	542,973
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.86	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76	$10.00
Value at end of period	$13.76	$11.86	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76
Number of accumulation units outstanding at end of period	1,180,264	1,261,996	1,409,201	1,691,270	1,933,064	1,942,130	2,291,803	726,382
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.33	$12.39	$21.92	$18.69	$16.07	$13.53	$11.60	$10.00
Value at end of period	$18.17	$17.33	$12.39	$21.92	$18.69	$16.07	$13.53	$11.60
Number of accumulation units outstanding at end of period	586,478	660,049	739,896	1,013,920	992,537	925,189	865,696	208,539
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.01	$9.91
Value at end of period	$13.29	$12.01
Number of accumulation units outstanding at end of period	40,505	14,724
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.20	$11.17	$20.17	$17.63	$13.89	$12.25	$10.58	$8.21	$10.00
Value at end of period	$13.85	$13.20	$11.17	$20.17	$17.63	$13.89	$12.25	$10.58	$8.21
Number of accumulation units outstanding at end of period	375,812	437,339	452,645	550,366	494,600	338,367	330,064	172,289	9,890
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.94	$7.48	$12.96	$12.43	$10.98	$9.90
Value at end of period	$12.35	$9.94	$7.48	$12.96	$12.43	$10.98
Number of accumulation units outstanding at end of period	178,126	187,942	164,305	172,289	163,393	96,126
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.56	$9.91
Value at end of period	$10.94	$10.56
Number of accumulation units outstanding at end of period	158,549	99,495

DVA Plus

CFI 60


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$9.93	$7.76	$12.96	$12.36	$11.74	$10.83	$9.92	$7.96	$10.00
Value at end of period	$11.06	$9.93	$7.76	$12.96	$12.36	$11.74	$10.83	$9.92	$7.96
Number of accumulation units outstanding at end of period	301,246	351,371	382,379	460,434	568,420	650,446	67,045	120,271	16,838
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.08	$9.09	$14.30	$13.96	$12.21	$11.80	$10.77	$8.35	$10.00
Value at end of period	$10.99	$10.08	$9.09	$14.30	$13.96	$12.21	$11.80	$10.77	$8.35
Number of accumulation units outstanding at end of period	42,211	49,534	57,901	72,233	97,770	109,151	128,596	122,619	16,519
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.73	$6.49	$9.99
Value at end of period	$11.29	$9.73	$6.49
Number of accumulation units outstanding at end of period	225,420	220,402	215,733
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.36	$7.14	$12.38	$13.59	$11.42
Value at end of period	$10.67	$9.36	$7.14	$12.38	$13.59
Number of accumulation units outstanding at end of period	53,304	63,073	74,427	81,623	101,564
ING CLARION REAL ESTATE PORTFOLIO
Value at beginning of period	$49.40	$37.00	$61.26	$75.80	$56.05	$48.85	$36.09	$26.67	$27.09	$25.50
Value at end of period	$62.12	$49.40	$37.00	$61.26	$75.80	$56.05	$48.85	$36.09	$26.67	$27.09
Number of accumulation units outstanding at end of period	104,827	127,889	162,446	224,152	366,031	364,509	463,695	398,419	271,009	101,334
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.05	$6.57	$10.15	$10.03	$10.05
Value at end of period	$9.91	$8.05	$6.57	$10.15	$10.03
Number of accumulation units outstanding at end of period	104,288	127,896	147,871	176,039	103,094
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$8.76	$6.77	$11.34	$11.08	$10.10
Value at end of period	$9.64	$8.76	$6.77	$11.34	$11.08
Number of accumulation units outstanding at end of period	154,749	150,347	163,151	106,843	83,211
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$6.96	$5.81	$10.39	$10.02
Value at end of period	$8.53	$6.96	$5.81	$10.39
Number of accumulation units outstanding at end of period	57,530	9,911	27,567	45,000
ING EURO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.80	$10.14
Value at end of period	$8.75	$9.80
Number of accumulation units outstanding at end of period	0	455
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
Value at beginning of period	$13.32	$9.74	$16.30	$14.49	$13.18	$11.47	$9.41	$7.17	$9.05	$9.87
Value at end of period	$16.81	$13.32	$9.74	$16.30	$14.49	$13.18	$11.47	$9.41	$7.17	$9.05
Number of accumulation units outstanding at end of period	1,252,269	1,420,747	1,606,529	1,931,572	1,483,799	1,638,208	1,114,410	1,170,476	839,244	335,910

DVA Plus

CFI 61


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.91	$7.64	$10.99	$10.90	$9.99
Value at end of period	$11.00	$9.91	$7.64	$10.99	$10.90
Number of accumulation units outstanding at end of period	297,547	368,963	326,241	270,226	142,742
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.01	$7.25	$11.86	$12.53
Value at end of period	$9.88	$9.01	$7.25	$11.86
Number of accumulation units outstanding at end of period	124,951	135,567	134,731	145,499
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.75	$6.05	$9.58	$10.09
Value at end of period	$8.44	$7.75	$6.05	$9.58
Number of accumulation units outstanding at end of period	102,295	96,861	70,024	162,775
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$10.26	$10.65
Value at end of period	$10.97	$10.26
Number of accumulation units outstanding at end of period	3,200	433
ING GLOBAL RESOURCES PORTFOLIO
Value at beginning of period	$34.58	$25.59	$44.15	$33.72	$28.27	$20.89	$19.98	$13.36	$13.49	$15.62
Value at end of period	$41.33	$34.58	$25.59	$44.15	$33.72	$28.27	$20.89	$19.98	$13.36	$13.49
Number of accumulation units outstanding at end of period	174,269	223,048	303,749	316,831	330,956	385,687	330,848	210,633	120,308	30,794
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during November 2007)
Value at beginning of period	$7.77	$6.08	$9.95	$9.83
Value at end of period	$8.68	$7.77	$6.08	$9.95
Number of accumulation units outstanding at end of period	2,224,320	2,512,614	2,172,969	1,532
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.93	$10.19
Value at end of period	$13.66	$12.93
Number of accumulation units outstanding at end of period	27,622	8,843
ING INDEX PLUS LARGECAP PORTFOLIO
(Fund first available during August 2003)
Value at beginning of period	$8.56	$7.08	$11.51	$11.18	$9.96	$9.64	$8.90	$10.00
Value at end of period	$9.55	$8.56	$7.08	$11.51	$11.18	$9.96	$9.64	$8.90
Number of accumulation units outstanding at end of period	161,651	185,662	219,708	256,881	267,971	299,598	548,608	275,705
ING INDEX PLUS MIDCAP PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.72	$8.30	$13.57	$13.12	$12.24	$11.24	$9.69
Value at end of period	$12.81	$10.72	$8.30	$13.57	$13.12	$12.24	$11.24
Number of accumulation units outstanding at end of period	39,171	70,781	117,089	171,859	108,782	138,848	430,312
ING INDEX PLUS SMALLCAP PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.07	$8.23	$12.63	$13.75	$12.33	$11.69	$10.25
Value at end of period	$12.12	$10.07	$8.23	$12.63	$13.75	$12.33	$11.69
Number of accumulation units outstanding at end of period	22,717	31,227	43,054	86,144	116,901	147,078	345,339

DVA Plus

CFI 62


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.95	$10.93	$12.17	$11.72	$11.50	$11.37	$11.06	$10.62	$10.00
Value at end of period	$12.85	$11.95	$10.93	$12.17	$11.72	$11.50	$11.37	$11.06	$10.62
Number of accumulation units outstanding at end of period	519,722	557,196	570,876	646,304	443,958	453,906	447,751	277,417	218,867
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$7.57	$6.05	$8.67
Value at end of period	$8.01	$7.57	$6.05
Number of accumulation units outstanding at end of period	42,289	32,930	3,329
ING JANUS CONTRARIAN PORTFOLIO
Value at beginning of period	$11.24	$8.38	$16.72	$14.08	$11.65	$10.25	$8.91	$6.03	$8.29	$8.88
Value at end of period	$12.58	$11.24	$8.38	$16.72	$14.08	$11.65	$10.25	$8.91	$6.03	$8.29
Number of accumulation units outstanding at end of period	690,071	803,899	961,797	1,262,149	250,701	238,032	293,821	356,949	292,322	197,279
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during November 2009)
Value at beginning of period	$9.85	$9.77
Value at end of period	$11.00	$9.85
Number of accumulation units outstanding at end of period	5,714	378
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
Value at beginning of period	$19.82	$11.76	$24.56	$18.05	$13.53	$10.21	$8.83	$6.13	$6.98	$7.50
Value at end of period	$23.42	$19.82	$11.76	$24.56	$18.05	$13.53	$10.21	$8.83	$6.13	$6.98
Number of accumulation units outstanding at end of period	206,305	304,281	378,645	501,622	526,429	569,209	414,950	410,102	256,921	138,408
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.51	$6.89	$9.89
Value at end of period	$10.28	$8.51	$6.89
Number of accumulation units outstanding at end of period	63,348	46,439	16,589
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.40	$9.91	$14.40	$14.91	$13.01	$13.63	$10.32	$7.83	$10.00
Value at end of period	$15.44	$12.40	$9.91	$14.40	$14.91	$13.01	$13.63	$10.32	$7.83
Number of accumulation units outstanding at end of period	191,942	155,530	185,036	234,079	289,126	304,044	434,570	299,555	72,176
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$12.11	$8.66	$12.16	$11.09	$10.69	$10.46	$9.58
Value at end of period	$13.60	$12.11	$8.66	$12.16	$11.09	$10.69	$10.46
Number of accumulation units outstanding at end of period	58,940	68,312	15,517	452	7,870	13,402	4,715
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.22	$7.88	$13.22	$13.71	$12.69	$11.61	$10.80	$10.00
Value at end of period	$12.46	$10.22	$7.88	$13.22	$13.71	$12.69	$11.61	$10.80
Number of accumulation units outstanding at end of period	53,676	59,476	65,516	70,922	100,499	129,082	179,814	51,221
ING LIMITED MATURITY BOND PORTFOLIO
Value at beginning of period	$21.03	$19.97	$20.38	$19.61	$19.22	$19.25	$19.32	$19.12	$18.15	$16.97
Value at end of period	$21.31	$21.03	$19.97	$20.38	$19.61	$19.22	$19.25	$19.32	$19.12	$18.15
Number of accumulation units outstanding at end of period	146,749	176,680	219,747	290,852	374,384	502,204	644,003	1,037,485	1,001,053	342,317
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.65	$15.88	$15.78	$15.30	$14.88	$14.73	$14.86	$15.01	$15.06	$14.76
Value at end of period	$15.38	$15.65	$15.88	$15.78	$15.30	$14.88	$14.73	$14.86	$15.01	$15.06
Number of accumulation units outstanding at end of period	840,172	1,166,416	1,879,418	811,220	726,596	616,216	1,213,060	1,545,927	1,590,576	1,500,979

DVA Plus

CFI 63


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
Value at beginning of period	$9.91	$8.49	$13.63	$13.32	$11.53	$11.12	$10.30	$7.99	$10.56	$11.23
Value at end of period	$11.41	$9.91	$8.49	$13.63	$13.32	$11.53	$11.12	$10.30	$7.99	$10.56
Number of accumulation units outstanding at end of period	174,240	213,394	241,980	348,935	414,368	449,681	625,795	676,868	534,293	384,799
ING MARSICO GROWTH PORTFOLIO
Value at beginning of period	$13.61	$10.73	$18.31	$16.32	$15.83	$14.79	$13.39	$10.27	$14.84	$21.65
Value at end of period	$16.02	$13.61	$10.73	$18.31	$16.32	$15.83	$14.79	$13.39	$10.27	$14.84
Number of accumulation units outstanding at end of period	625,390	678,195	831,820	1,004,788	1,188,362	1,378,150	1,545,306	1,718,678	1,379,115	1,104,093
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.99	$8.87	$17.88	$15.09	$12.39	$10.14
Value at end of period	$13.41	$11.99	$8.87	$17.88	$15.09	$12.39
Number of accumulation units outstanding at end of period	171,109	200,319	254,172	318,925	316,462	339,789
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.49	$20.27	$26.57	$26.01	$23.65	$23.39	$21.42	$18.68	$20.03	$20.29
Value at end of period	$25.35	$23.49	$20.27	$26.57	$26.01	$23.65	$23.39	$21.42	$18.68	$20.03
Number of accumulation units outstanding at end of period	849,458	1,002,840	1,157,196	1,473,826	1,803,704	2,268,000	2,918,631	2,962,240	1,806,440	934,682
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.60	$11.19	$18.29	$14.61	$11.37	$10.11
Value at end of period	$16.31	$14.60	$11.19	$18.29	$14.61	$11.37
Number of accumulation units outstanding at end of period	222,450	243,983	300,770	492,070	371,440	299,953
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Fund first available during April 2004)
Value at beginning of period	$8.87	$6.40	$10.47	$8.49	$8.03	$7.42	$7.07
Value at end of period	$11.33	$8.87	$6.40	$10.47	$8.49	$8.03	$7.42
Number of accumulation units outstanding at end of period	913,587	1,022,912	1,136,532	99,085	127,480	176,312	183,674
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$15.13	$11.95	$17.03	$15.80	$13.25	$12.12	$10.95	$8.83	$10.00
Value at end of period	$16.94	$15.13	$11.95	$17.03	$15.80	$13.25	$12.12	$10.95	$8.83
Number of accumulation units outstanding at end of period	202,527	203,385	225,513	280,577	332,645	339,825	354,307	242,169	53,323
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$9.75	$8.33
Value at end of period	$10.31	$9.75
Number of accumulation units outstanding at end of period	17,685	7,857
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.60	$8.81
Value at end of period	$11.87	$10.60
Number of accumulation units outstanding at end of period	5,692	6,048
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.54	$8.43	$14.41	$13.79	$11.94	$11.08
Value at end of period	$13.13	$11.54	$8.43	$14.41	$13.79	$11.94
Number of accumulation units outstanding at end of period	48,642	57,061	63,473	53,080	49,426	14,539

DVA Plus

CFI 64


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.37	$9.11	$11.97	$11.84	$11.07	$10.79	$10.00
Value at end of period	$15.01	$13.37	$9.11	$11.97	$11.84	$11.07	$10.79
Number of accumulation units outstanding at end of period	863,810	886,425	1,037,282	1,353,495	1,629,201	1,906,679	2,556,237
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.64	$14.80	$14.46	$13.50	$13.17	$13.08	$12.70	$12.34	$11.56	$11.48
Value at end of period	$17.61	$16.64	$14.80	$14.46	$13.50	$13.17	$13.08	$12.70	$12.34	$11.56
Number of accumulation units outstanding at end of period	1,722,139	2,035,987	1,830,575	1,431,076	1,411,736	1,574,541	2,353,927	2,257,025	1,446,426	328,948
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.15	$8.32	$12.97	$12.57	$10.95	$10.48
Value at end of period	$11.55	$10.15	$8.32	$12.97	$12.57	$10.95
Number of accumulation units outstanding at end of period	124,360	153,889	167,298	198,883	212,294	238,162
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.05	$8.17	$12.44	$12.00	$10.87	$10.04
Value at end of period	$11.65	$10.05	$8.17	$12.44	$12.00	$10.87
Number of accumulation units outstanding at end of period	924,260	1,113,811	1,217,638	892,352	1,051,006	1,230,020
ING RETIREMENT CONSERVATIVE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$8.31	$8.25
Value at end of period	$8.81	$8.31
Number of accumulation units outstanding at end of period	367,431	363,340
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.37	$9.21
Value at end of period	$10.27	$9.37
Number of accumulation units outstanding at end of period	1,232,540	1,317,406
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.62	$9.49
Value at end of period	$10.50	$9.62
Number of accumulation units outstanding at end of period	667,671	746,997
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.85	$9.75
Value at end of period	$10.60	$9.85
Number of accumulation units outstanding at end of period	916,906	958,263
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.66	$9.95
Value at end of period	$13.99	$12.66
Number of accumulation units outstanding at end of period	369,472	419,483
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.12	$6.69	$10.28
Value at end of period	$8.94	$8.12	$6.69
Number of accumulation units outstanding at end of period	998,454	1,134,062	38,475

DVA Plus

CFI 65


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.48	$10.85
Value at end of period	$13.63	$12.48
Number of accumulation units outstanding at end of period	1,463	1,930
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.96	$10.40
Value at end of period	$16.03	$12.96
Number of accumulation units outstanding at end of period	415,384	463,277
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.39	$6.11	$10.64
Value at end of period	$10.30	$8.39	$6.11
Number of accumulation units outstanding at end of period	78,462	47,716	20,592
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.63	$6.95	$10.16
Value at end of period	$10.69	$8.63	$6.95
Number of accumulation units outstanding at end of period	186,026	156,359	190,367
ING SMALLCAP OPPORTUNITIES PORTFOLIO
Value at beginning of period	$7.09	$5.52	$8.60	$7.97	$7.22	$6.75	$6.25	$4.59	$8.31	$10.00
Value at end of period	$9.20	$7.09	$5.52	$8.60	$7.97	$7.22	$6.75	$6.25	$4.59	$8.31
Number of accumulation units outstanding at end of period	286,727	320,361	376,713	459,626	564,312	678,759	812,724	952,613	454,391	79,268
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.91	$7.13	$9.79
Value at end of period	$10.86	$8.91	$7.13
Number of accumulation units outstanding at end of period	44,468	65,135	49,665
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
Value at beginning of period	$42.71	$32.62	$45.81	$44.67	$39.65	$37.46	$32.69	$26.57	$26.91	$24.92
Value at end of period	$47.85	$42.71	$32.62	$45.81	$44.67	$39.65	$37.46	$32.69	$26.57	$26.91
Number of accumulation units outstanding at end of period	894,237	1,034,928	1,168,272	1,535,092	1,758,893	1,977,649	2,090,601	2,065,649	1,345,841	531,690
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
Value at beginning of period	$25.33	$20.63	$32.65	$32.25	$27.56	$26.99	$23.91	$19.44	$22.79	$22.89
Value at end of period	$28.61	$25.33	$20.63	$32.65	$32.25	$27.56	$26.99	$23.91	$19.44	$22.79
Number of accumulation units outstanding at end of period	539,055	601,838	691,572	865,803	1,042,643	1,177,282	1,402,760	1,278,747	773,224	387,753
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.05	$5.75	$10.15	$10.11
Value at end of period	$9.23	$8.05	$5.75	$10.15
Number of accumulation units outstanding at end of period	109,783	80,480	16,757	9,218
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.55	$7.37	$12.63	$11.16	$10.02
Value at end of period	$10.18	$9.55	$7.37	$12.63	$11.16
Number of accumulation units outstanding at end of period	138,277	140,510	133,335	68,022	10,499
ING TEMPLETON GLOBAL GROWTH PORTFOLIO
Value at beginning of period	$19.46	$14.97	$25.26	$25.10	$20.96	$19.41	$17.80	$13.29	$16.95	$19.59
Value at end of period	$20.60	$19.46	$14.97	$25.26	$25.10	$20.96	$19.41	$17.80	$13.29	$16.95
Number of accumulation units outstanding at end of period	296,746	357,836	401,370	489,370	584,766	682,575	753,550	805,342	592,153	361,440

DVA Plus

CFI 66


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$10.55	$10.17	$9.82
Value at end of period	$10.98	$10.55	$10.17
Number of accumulation units outstanding at end of period	212,507	223,479	374,087
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.47	$7.33	$12.43	$12.53	$11.16	$10.77
Value at end of period	$10.51	$9.47	$7.33	$12.43	$12.53	$11.16
Number of accumulation units outstanding at end of period	4,046	4,589	4,610	6,458	13,639	30,728
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.60	$8.39	$13.44	$14.00	$12.30	$12.10
Value at end of period	$11.99	$10.60	$8.39	$13.44	$14.00	$12.30
Number of accumulation units outstanding at end of period	359,615	378,272	415,402	485,537	527,949	578,971
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.96	$9.12	$12.14	$11.96	$10.83	$10.35
Value at end of period	$12.07	$10.96	$9.12	$12.14	$11.96	$10.83
Number of accumulation units outstanding at end of period	188,722	222,360	306,848	94,763	108,471	56,894
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
Value at beginning of period	$24.95	$20.49	$30.77	$30.53	$26.79	$24.77	$22.09	$17.58	$20.99	$24.27
Value at end of period	$27.58	$24.95	$20.49	$30.77	$30.53	$26.79	$24.77	$22.09	$17.58	$20.99
Number of accumulation units outstanding at end of period	337,800	388,816	443,563	540,794	677,536	747,521	841,483	842,519	616,373	485,828
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.58	$8.97	$12.79	$12.00	$10.72	$9.88	$10.03
Value at end of period	$11.12	$10.58	$8.97	$12.79	$12.00	$10.72	$9.88
Number of accumulation units outstanding at end of period	280,367	322,322	365,994	401,785	496,922	518,299	78,661
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during January 2008)
Value at beginning of period	$7.73	$6.06	$9.95
Value at end of period	$8.04	$7.73	$6.06
Number of accumulation units outstanding at end of period	38,074	36,994	51,243
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.03	$7.69	$13.73	$14.10	$11.51	$11.86	$10.64	$8.42	$10.00
Value at end of period	$12.01	$10.03	$7.69	$13.73	$14.10	$11.51	$11.86	$10.64	$8.42
Number of accumulation units outstanding at end of period	86,531	100,598	109,828	123,832	161,708	203,281	255,487	231,095	41,608
PROFUND VP BULL
Value at beginning of period	$7.50	$6.14	$10.03	$9.86	$8.83	$8.74	$8.18	$6.63	$8.87	$10.00
Value at end of period	$8.30	$7.50	$6.14	$10.03	$9.86	$8.83	$8.74	$8.18	$6.63	$8.87
Number of accumulation units outstanding at end of period	67,290	71,655	77,466	102,754	215,771	304,922	518,311	467,546	185,752	27,580
PROFUND VP EUROPE 30
Value at beginning of period	$9.09	$6.99	$12.71	$11.29	$9.78	$9.21	$8.20	$6.02	$8.25	$10.00
Value at end of period	$9.17	$9.09	$6.99	$12.71	$11.29	$9.78	$9.21	$8.20	$6.02	$8.25
Number of accumulation units outstanding at end of period	41,583	47,001	51,597	69,260	148,846	186,919	140,140	190,714	105,639	38,959

DVA Plus

CFI 67

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, 2010, 2009, and 2008
	-	Balance Sheets as of December 31, 2010 and 2009
	-	Statements of Changes in Shareholder’s Equity for the years ended December 31,
		2010, 2009, and 2008
	-	Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008
	-	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, 2010
	-	Statements of Operations for the year ended December 31, 2010
	-	Statements of Changes in Net Assets for the years ended December 31, 2010 and 2009
	-	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).

	h.	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010)
		between Directed Services LLC and ING USA Annuity and Life Insurance Company,
		incorporated herein by reference to Post Effective Amendment No. 55 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 6, 2011 (File
		Nos. 333-28679, 811-05626).

	i.	Intercompany Agreement dated December 22, 2010 (effective January 1, 2010)
		between ING Investment Management LLC and ING USA Annuity and Life Insurance
		Company, incorporated herein by reference to Post Effective Amendment No. 55 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 6, 2011 (File Nos. 333-28679, 811-05626).

(4)	a.	Individual Deferred Combination Variable and Fixed Annuity Contract, incorporated
		herein by reference to Post-Effective Amendment No. 12 to a Registration Statement
		on Form N-4 for Golden American Life Insurance Company Separate Account B filed
		with the Securities and Exchange Commission on April 23, 1999 (File Nos. 033-
		59261, 811-05626).

	b.	Group Deferred Combination Variable and Fixed Annuity Contract, incorporated
		herein by reference to Post-Effective Amendment No. 12 to a Registration Statement
		on Form N-4 for Golden American Life Insurance Company Separate Account B filed
		with the Securities and Exchange Commission on April 23, 1999 (File Nos. 033-
		59261, 811-05626).

	c.	Individual Deferred Variable Annuity Contract, incorporated herein by reference to
		Post-Effective Amendment No. 12 to a Registration Statement on Form N-4 for
		Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 23, 1999 (File Nos. 033-59261, 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.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated
	herein by reference to Post-Effective Amendment No. 31 to a Registration Statement
	on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B
	filed with the Securities and Exchange Commission on or about April 20, 2005 (File
	Nos. 333-28755, 811-05626).

g.	Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated
	herein by reference to an Initial 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).

h.	Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), incorporated
	herein by reference to Post-Effective Amendment No. 25 to a Registration Statement
	on Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B
	filed with the Securities and Exchange Commission on February 13, 2004 (File Nos.
	333-28679, 811-05626).

i.	Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING
	PrincipalGuard) (GA-RA-1046), incorporated herein by reference to Post-Effective
	Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity
and Life Insurance Company Separate Account B filed with the Securities and
	Exchange Commission on or about February 13, 2004 (File Nos. 333-28755, 811-
	05626).

j.	Excluded Funds Endorsement. (Inforce Riders), incorporated herein by reference to
	Post-Effective Amendment No.12 to a Registration Statement on Form N-4 for Golden
	American Life Insurance Company Separate Account B filed with the Securities and
Exchange Commission on April 23, 2001 (File Nos. 333-28769, 811-05626).

k.	Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA-
	RA-1044-1) (01/02), incorporated herein by reference to Post-Effective Amendment
	No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and Life
	Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on February 13, 2004 (File Nos. 333-28679, 811-05626).

l.	Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA-
	1044-2) (10/03), incorporated herein by reference to Post-Effective Amendment No.
	25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).


m.	Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3)
	(01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).

n.	Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA-
	1044-4) (10/03), incorporated herein by reference to Post-Effective Amendment No.
	25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).

o.	Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit),
	incorporated herein by reference to Post-Effective Amendment No. 25 to a
Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).

p.	Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA-
	1044-6) (01/02), incorporated herein by reference to Post-Effective Amendment No.
	25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
	Company Separate Account B filed with the Securities and Exchange Commission on
	February 13, 2004 (File Nos. 333-28679, 811-05626).

q.	Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by
	reference to Post-Effective Amendment No. 14 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 or about April 23, 2001 (File Nos. 333-
	28755, 811-05626).

r.	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).

s.	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).

t.	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to an Initial
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).

u.	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to an Initial
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).


	v.	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated
		herein by reference to an Initial 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).

	w.	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94), incorporated
		herein by reference to an Initial Registration Statement on Form N-4 for ING USA
		Annuity and Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).

	x.	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)	a.	Deferred Variable Annuity Application, 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).

	b.	Group Deferred Combination Variable and Fixed Annuity Enrollment Form,
		incorporated herein by reference to Post-Effective Amendment No.13 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 December 2, 1999
		(File Nos. 033-59261, 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 Power of Attorney, dated 04/23/99,
		incorporated herein by reference to Post-Effective Amendment No. 12 to a
		Registration Statement on Form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 23,
		1999 (File Nos. 033-59261, 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
		or about February 13, 2004 (File Nos. 333-28755, 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 between Golden American Life Insurance Company,
		American Funds Insurance Series and Capital Research and Management Company,
		incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration
		Statement on Form N-6 for ReliaStar Life Insurance Company Select * Life Variable
		Account filed with the Securities and Exchange Commission on July 17, 2003 (File
		Number 333-105319).


g.	Fourth Amended and Restated Fund Participation Agreement entered into as of the 28^th
day of April, 2008, as amended among ING USA Annuity and Life Insurance
	Company, ReliaStar Life Insurance Company of New York, ING Investors Trust, ING
	Investments, LLC, ING Funds Distributor, LLC, American Funds Insurance Series and
	Capital Research and Management Company, incorporated herein by reference to Post-
	Effective Amendment No. 14 to a Registration Statement on Form N-4 For ReliaStar
Life Insurance Company of New York Separate Account NY-B filed with the
	Securities and Exchange Commission on December 29, 2008 (File Nos. 333-115515,
	811-07935).

h.	Amendment No. 1 to the Fourth Amended and Restated Fund Participation Agreement
	entered into as of the 28^thday of April, 2008, as amended among ING USA Annuity
	and Life Insurance Company, ReliaStar Life Insurance Company of New York, ING
	Investors Trust, ING Investments, LLC, ING Investments Distributor, LLC, American
	Funds Insurance Series and Capital Research and Management Company (effective
	December 14, 2010), incorporated herein by reference to Post-Effective Amendment
	No. 55 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 6, 2011 (File Nos. 333-28679, 811-05626).

i.	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).

j.	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.

k.	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).

l.	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).


m.	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).

n.	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).

o.	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).

p.	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).

q.	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).

r.	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).

s.	Participation Agreement among Variable Insurance Products Funds, Fidelity
Distributors Corporation, ING Partners, Inc., ING Life Insurance and Annuity
	Company, ING USA Annuity and Life Insurance Company, ING Insurance Company
	of America, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of
	New York and Security Life of Denver Insurance Company dated November 11, 2004,
	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).


t.	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.

u.	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).

tv	Participation Agreement by and between PIMCO Variable Insurance Trust, Golden
	American Life Insurance Company and PIMCO Funds Distributors LLC, 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 June 23, 2000 (File Nos. 333-33914,
	811-05626).

w.	Amendment to Participation Agreement by and between PIMCO Variable Insurance
	Trust, Golden American Life Insurance Company and PIMCO Funds Distributors
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).

x.	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).

y.	Participation Agreement by and between ProFunds, Golden American Life Insurance
	Company and ProFunds Advisors 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).

z.	Amendment to Participation Agreement by and between ProFunds, Golden American
Life Insurance Company and ProFunds Advisors 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).


aa.	Participation Agreement by and between Prudential Series Fund, Inc., Golden
	American Life Insurance Company Prudential Insurance Company of America and
	Prudential Investment Management Services LLC, 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 June 23, 2000 (File Nos. 333-33914, 811-05626).

bb.	Amendment to Participation Agreement by and between Prudential Series Fund, Inc.,
	Golden American Life Insurance Company, Prudential Insurance Company of America
and Prudential Investment Management Services LLC, incorporated herein by
	reference to Post-Effective Amendment No. 9 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 December 15, 2000 (File Nos. 333-28679,
	811-05626).

cc.	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).

dd.	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.

ee.	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.

ff.	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.


	gg.	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to
		Administrative Services Agreement dated 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.

	hh.	Participation Agreement among ING Investors Trust, Directed Services LLC, ING
		USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company of
		New York, DFA Investment Dimensions Group Inc. and Dimensional Fund Advisors
		LP dated April 29, 2010, incorporated herein by reference to Post-Effective
		Amendment No. 54 to a Registration Statement on Form N-4 for ING USA Annuity
		and Life InsuranceCompany Separate Account B filed with the Securities and
		Exchange Commission on December 15, 2010 (File Nos. 333-28679, 811-05626).

	ii.	Amendment No. 1, dated as of September 20, 2010, to Participation Agreement among
		ING Investors Trust, Directed Services LLC, ING USA Annuity and Life Insurance
		Company, ReliaStar Life Insurance Company of New York, DFA Investment
		Dimensions Group Inc. and Dimensional Fund Advisors LP dated April 29, 2010,
		incorporated herein by reference to Post-Effective Amendment No. 54 to a
Registration Statement on Form N-4 for ING USA Annuity and Life
		InsuranceCompany Separate Account B filed with the Securities and Exchange
		Commission on December 15, 2010 (File Nos. 333-28679, 811-05626).

	jj.	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
Patrick G. Flynn*	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


Name	Principal Business Address	Position(s) with Depositor
Lynne R. Ford*	230 Park Avenue	Director
	New York, NY 10169
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
Prakash Shimpi	230 Park Avenue	Senior Vice President
	New York, NY 10169
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
Carol S. Stern	601 Thirteenth Street, NW Suite 700	Vice President and Chief
	Washington, DC 20005	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 26 in Post-Effective Amendment No. 57 to a Registration

Statement on Form N-4 for Variable Annuity Account C of ING Life Insurance and Annuity Company

(File No. 033-75962), as filed with the Securities and Exchange Commission on April 6, 2011.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of February 28, 2011 there are 4,868 qualified contract owners and 8,090 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 either

or both the principal underwriter, 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 (a/k/a “Financial Institutional Bond”).

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) In addition to the Registrant, Directed Services LLC 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. Also, Directed Services LLC serves as investment advisor to ING Investors Trust and

ING Partners, Inc.

(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
Chad Tope	909 Locust Street	President and Director
	Des Moines, IA 50309

Shaun P. Mathews	10 State House Square	Executive Vice President
	Hartford, CT 06103

Ronald Barhorst	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


Name	Principal Business Address	Positions and Offices with Underwriter

Michael J. Roland	7337 E Doubletree Ranch Road,	Investment Advisor Chief Compliance
	Scottsdale, AZ 85258	and Senior Vice President
Stanley D. Vyner	230 Park Avenue, 13th Floor	Senior Vice President
	New York, NY 10169

Carol S. Stern	601 Thirteenth Street, NW Suite	Chief Compliance Officer
	700
	Washington, DC 20005

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

Jody Hrazanek	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Todd R. Modic	7337 E Doubletree Ranch Road	Vice President
	Scottsdale, AZ 85258

Jason R. Rausch	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

Paul L. Zemsky	230 Park Avenue, 13th Floor	Vice President
	New York, NY 10169

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

Tina M. Nelson	20 Washington Avenue South	Assistant Secretary
	Minneapolis, MN 55401

Melissa A. O’Donnell	20 Washington Avenue South	Assistant 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


(c)
	2010 Net
	Underwriting
Name of Principal	Discounts and	Compensation	Brokerage
Underwriter	Commission	on Redemption	Commissions	Compensation
Directed Services	$204,327,036	$0	$0	$0
LLC

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

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 11th day of April, 2011.


	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/ Nicholas Morinigo
	Nicholas Morinigo 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 11, 2011.

Signatures		Titles

		President and Director
Michael S. Smith*		(principal executive officer)

		Director and Chairman
Patrick Flynn*

		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
Lynne R. Ford*

By:	/s/ Nicholas Morinigo
	Nicholas Morinigo as
	Attorney-in-Fact

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.


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	7
THE TRUSTS AND FUNDS	8
CHARGES AND FEES	10
THE ANNUITY CONTRACT	14
WITHDRAWALS	31
TRANSFERS AMONG YOUR INVESTMENTS (EXCESSIVE TRADING POLICY)	34
DEATH BENEFIT CHOICES	38
THE ANNUITY OPTIONS	44
OTHER CONTRACT PROVISIONS	46
OTHER INFORMATION	50
FEDERAL TAX CONSIDERATIONS	50
STATEMENT OF ADDITIONAL INFORMATION	62
APPENDIX A – Condensed Financial Information	A1
APPENDIX B – The Investment Portfolios	B1
APPENDIX C – Fixed Account I	C1
APPENDIX D – Fixed Interest Division	D1
APPENDIX E – Surrender Charge for Excess Withdrawals Example	E1


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


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, 2010, 2009, and 2008	C-3
Balance Sheets as of December 31, 2010 and 2009	C-4
Statements of Changes in Shareholder’s Equity for the years ended December 31, 2010,
2009, and 2008	C-6
Statements of Cash Flows for the years ended December 31, 2010, 2009, and 2008	C-8
Notes to Financial Statements	C-10
C-1


QUARTERLY DATA (UNAUDITED)
(Dollar amounts in millions, unless otherwise stated)

2010		First	Second	Third	Fourth
Total revenue	$ 375.0		$ 1,466.4	$ 201.4	$ (120.2)
(Loss) income before income taxes		5.4	(106.7)	130.9	(3.4)
Income tax (benefit) expense		(1.2)	(54.9)	(6.7)	7.7
Net (loss) income	$ 6.6		$ (51.8)	$ 137.6	$ (11.1)

2009		First	Second	Third	Fourth
Total revenue	$ 543.7		$ (209.2)	$ (141.0)	$ 452.0
(Loss) income before income taxes		(327.4)	(1.2)	42.3	153.0
Income tax (benefit) expense		(91.8)	0.9	(35.4)	(10.2)
Net (loss) income	$ (235.6)		$ (2.1)	$ 77.7	$ 163.2


Contents

Report of Independent Registered Public Accounting Firm	1

Audited Financial Statements

Statements of Assets and Liabilities	4
Statements of Operations	35
Statements of Changes in Net Assets	68
Notes to Financial Statements	109


	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