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As filed with the Securities and Exchange	Registration No. 333-57218
Commission on April 12, 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. 17	[X]


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

SEPARATE ACCOUNT B
(Exact Name of Registrant)

ING USA ANNUITY AND LIFE INSURANCE COMPANY
(Name of Depositor)
1475 Dunwoody Drive
West Chester, Pennsylvania 19380-1478
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (610) 425-3400

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 Contracts

PART A

ING USA Annuity and Life Insurance Company

Separate Account B of ING USA Annuity and Life Insurance Company

Deferred Combination Variable and Fixed Annuity Prospectus

ING SMARTDESIGN VARIABLE ANNUITY

April 29, 2011

The Contract. The contract described in this prospectus is a group or individual deferred variable annuity contract
issued by ING USA Annuity and Life Insurance Company (“ING USA,” the “Company,” “we,” “us,” “our”). It is
issued to you, the contract holder, as either a nonqualified deferred annuity, including contracts offered to a
custodian for an Individual Retirement Account as described in Section 408(a) of the Internal Revenue Code of
1986, as amended (Tax Code); a qualified individual retirement annuity (IRA); a qualified Roth IRA; or as a
qualified contract for use with certain employer sponsored retirement plans. We do not currently offer this contract
for sale to new purchasers. The contract is not available as a SIMPLE IRA under Tax Code Section 408(p).

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

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

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

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

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

Getting Additional Information. You may obtain free of charge the April 29, 2011, Statement of Additional
Information (“SAI”) about the separate account by indicating your request on your application or calling us at
1-800-366-0066. You may also obtain free of charge the most recent annual and/or quarterly report of ING USA
Annuity and Life Insurance Company by calling us at 1-800-366-0066. You may also obtain an SAI for any of the
funds by calling that number. The Securities and Exchange Commission (“SEC”) also makes available to the public
reports and information about the separate account and the funds. Certain reports and information, including this
prospectus and SAI, are available on the EDGAR Database on the SEC web site, www.sec.gov, or at the SEC Public
Reference Room in Washington, D.C. When looking for information regarding the contracts offered through this
prospectus, you may find it useful to use the number assigned to the registration statement under the Securities Act

SD Variable Annuity - 57218

of 1933. This number is 333-57218. You may call 1-202-551-8090 or 1-800-SEC-0330 to get information about
the operations of the Public Reference Room. You may obtain copies of reports and other information about the
separate account and the funds, after paying a duplicating fee, by sending an e-mail request to publicinfo@sec.gov
or by writing to the SEC Public Reference Room, Washington, D.C. 20549-0102. The SAI table of contents is listed
in this prospectus. The SAI is incorporated into this prospectus by reference.

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

Fixed Interest Options.


·	ING USA Guaranteed Account (the Guaranteed Account)
·	Fixed Account

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

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

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

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

The investment portfolios are listed on the next page.

SD Variable Annuity - 57218


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	ING T. Rowe Price International Stock Portfolio (Class S)
(Class S)	ING U. S. Bond Index Portfolio (Class S)
ING Japan TOPIX Index^®Portfolio (Class ADV)
ING JPMorgan Emerging Markets Equity Portfolio (Class S)	ING WisdomTree^SMGlobal High-Yielding Equity Index
ING JPMorgan Mid Cap Value Portfolio (Class S)	Portfolio (Class S)
ING JPMorgan Small Cap Core Equity Portfolio (Class S)

SD Variable Annuity - 57218

CONTRACT OVERVIEW

The following is intended as a summary. Please read each section of this prospectus for additional detail.

Questions:

Contacting the Company. To answer your questions, contact your sales representative or write or call our

Customer Service Center at:

P.O. Box 9271
Des Moines, IA 50306-9271
1-800-366-0066

Sending Forms and Written Requests in Good Order. If you are writing to change your beneficiary, request a
withdrawal or for any other purpose, contact us or your sales representative to learn what information is required for
the request to be in “good order.” We can only act upon requests that are received in good order.

Generally, a request is considered to be in “good order” when it is signed, dated and made with such clarity and
completeness that we are not required to exercise any discretion in carrying it out.

Sending Additional Purchase Payments. Use the following address when sending additional purchase payments.


If using the U.S. Postal Service:	If using express mail:
ING USA Annuity and Life	ING USA Annuity and Life
Insurance Company	Insurance Company
Attn: Customer Service Department	Attn: Customer Service Department
P.O. Box 9271	909 Locust Street
Des Moines, IA 50306-9271	Des Moines, IA 50309-2899

Contract Design:

The contract described in this prospectus is a group or individual deferred variable annuity contract. It is intended to
be a retirement savings vehicle that offers a variety of investment options to help meet long-term financial goals.
The term “contract” in this prospectus refers to individual contracts and to certificates issued under group contracts.

Contract Facts:

Option Packages. There are three option packages available under the contract. You select an option package at
the time of application. Each option package is distinct. See “Purchase and Rights” for age maximums on the
calculation of death benefits. The differences are summarized as follows:

SD Variable Annuity – 57218


		Option Package I			Option Package II			Option Package III

Mortality and Expense
Risk Charge¹:		0.80%			1.10%			1.25%
Death Benefit²on Death	The greater of:			The greatest of:			The greatest of:
of the Annuitant³:	(1)	The sum of all purchase		(1)	The sum of all purchase		(1)	The sum of all purchase
		payments, adjusted for			payments, adjusted for			payments, adjusted for
		amounts withdrawn or			amounts withdrawn or			amounts withdrawn or
		applied to an income			applied to an income			applied to an income
		phase payment option as			phase payment option as			phase payment option as
		of the claim date; or			of the claim date; or			of the claim date; or
	(2)	The account value on the		(2)	The account value on the		(2)	The account value on the
		claim date.			claim date; or			claim date; or
				(3)	The “step-up value” on the		(3)	The “step-up value” on
					claim date.			the claim date; or
							(4)	The “roll-up value” on the
								claim date.
Minimum Initial	Non-			Non-			Non-
Purchase Payment⁴:	Qualified:		Qualified:	Qualified:		Qualified:	Qualified:		Qualified:
	$15,000		$1,500		$5,000	$1,500		$5,000	$1,500
Free Withdrawals⁵:	10% of your account value			10% of your account value			10% of your account value
	each account year, non-			each account year, non-			each account year, cumulative
	cumulative.			cumulative.			to a maximum 30%.
Nursing Home Waiver
— Waiver of Early		Not
Withdrawal Charge:		Available			Available			Available

1 See “Fee Table” and “Fees.”

2 See “Death Benefit.” If a death benefit is payable based on account value, step-up value or roll-up value, the death benefit

will not include any premium bonus credited to the account after or within 12 months of the date of death. See “Premium

Bonus Option—Forfeiture.”

3 When a contract holder who is not the annuitant dies, the amount of the death benefit is not the same as shown above under

each option package. See “Death Benefit.” Therefore, contract holders who are not also the annuitant should seriously

consider whether Option Packages II and III are suitable for their circumstances.

4 See “Purchase and Rights.”

5 See “Fees.”

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

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

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


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

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

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

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

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


·	Transfers must occur on an account anniversary.
·	A written request for the transfer must be received by us within 60 days of an account anniversary.
·	Certain minimum account values must be met.

See “Transfers Between Option Packages.”

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

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

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

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

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

Taxation. You will generally not pay taxes on any earnings from the annuity contract described in this prospectus
until they are withdrawn. Tax-qualified retirement arrangements (e.g., IRAs ) also defer payment of taxes on
earnings until they are withdrawn. If you are considering funding a tax-qualified retirement arrangement with an
annuity contract, you should know that the annuity contract does not provide any additional tax deferral of earnings
beyond the tax deferral provided by the tax-qualified retirement arrangement. However, annuities do provide other
features and benefits which may be valuable to you. You should discuss your decision with your financial
representative.

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

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

SD Variable Annuity – 57218

CONTRACT PHASES

I. The Accumulation Phase (accumulating dollars under your contract)

STEP 1: You provide us with your completed application and initial purchase payment. We establish an account

for you and credit that account with your initial purchase payment. If you elected the premium bonus option we will

also credit your account with a premium bonus.

STEP 2: You direct us to invest your purchase payment and the premium bonus, if applicable, in one or more of the

following investment options:


·	Fixed Interest Options; or

·	Variable Investment Options. (The variable investment options are the subaccounts of Separate Account B.
	Each one invests in a specific mutual fund.)

STEP 3: Each subaccount you select purchases shares of its assigned fund.

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

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


·	Receive income phase payments for a specified period of time or for life;
·	Receive income phase payments monthly, quarterly, semi-annually or annually;
·	Select an income phase payment option that provides for payments to your beneficiary; or
·	Select income phase payments that are fixed or vary depending upon the performance of the variable
	investment options you select.

FEE TABLE

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

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

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

deducted. See “The Income Phase” for the different fees that may apply after you begin receiving payments under

the contract.

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Maximum Transaction Fees

Early Withdrawal Charge
(As a percentage of payments withdrawn.)

Years from Receipt
of Purchase Payment	Early Withdrawal Charge

Less than 2	7%
2 or more but less than 4	6%
4 or more but less than 5	5%
5 or more but less than 6	4%
6 or more but less than 7	3%
7 or more	0%

Annual Maintenance Fee	$30.00¹
Transfer Charge	$10.00²
Overnight Charge	$20.00³

1 The annual maintenance fee will be waived if your account value is $50,000 or greater on the date this fee is due. See

“Fees – Transaction Fees – Annual Maintenance Fee.”

2 We currently do not impose this charge. We reserve the right, however, during the accumulation phase to charge $10

for each transfer after the first 12 transfers in each account year. See “Fees – Transaction Fees – Transfers” for

additional information.

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.


If You Do Not Elect the Premium Bonus Option

	All Account
	Years
Option Package I
Mortality and Expense Risk Charge	0.80%
Administrative Expense Charge	0.15%
Total Separate Account Expenses	0.95%
Option Package II
Mortality and Expense Risk Charge	1.10%
Administrative Expense Charge	0.15%
Total Separate Account Expenses	1.25%
Option Package III
Mortality and Expense Risk Charge	1.25%
Administrative Expense Charge	0.15%
Total Separate Account Expenses	1.40%

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If You Elect the Premium Bonus Option

	Account Years	After the 7^th
	1–7	Account Year
Option Package I
Mortality and Expense Risk Charge	0.80%	0.80%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
Total Separate Account Expenses	1.45%	0.95%
Option Package II
Mortality and Expense Risk Charge	1.10%	1.10%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
Total Separate Account Expenses	1.75%	1.25%
Option Package III
Mortality and Expense Risk Charge	1.25%	1.25%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
Total Separate Account Expenses	1.90%	1.40%

If You Elect the Premium Bonus Option and Invest in the GET Fund*

		After the 7^th
	Account Years	Account
	1–7	Year
Option Package I
Mortality and Expense Risk Charge	0.80%	0.80%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
GET Fund Guarantee Charge	0.50%	0.00%
Total Separate Account Expenses	1.95%	0.95%
Option Package II
Mortality and Expense Risk Charge	1.10%	1.10%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
GET Fund Guarantee Charge	0.50%	0.00%
Total Separate Account Expenses	2.25%	1.25%
Option Package III
Mortality and Expense Risk Charge	1.25%	1.25%
Administrative Expense Charge	0.15%	0.15%
Premium Bonus Option Charge	0.50%	0.00%
GET Fund Guarantee Charge	0.50%	0.00%
Total Separate Account Expenses	2.40%	1.40%

* The GET Fund guarantee charge applies during each five-year guarantee period to amounts invested in
the GET Fund investment option only. See “Investment Options — Variable Investment Options” for
additional information. Effective June 21, 2007, no new series of the GET Fund are available.

SD Variable Annuity – 57218

Fees Deducted by the Funds:

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


Total Annual Trust or Fund Operating Expenses	Minimum	Maximum
(expenses that are deducted from Trust or Fund assets,
including management fees, distribution and/or service	0.52 %	1.59%
(12b-1) fees¹, and 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 prospectuses. The Company may also receive additional compensation from certain funds for

administrative, recordkeeping or other services provided by the Company to the funds or the funds’ affiliates.

These additional payments are made by the funds or the funds’ affiliates to the Company and do not increase,

directly or indirectly, the fees and expenses shown above. See “Fees – Fund Expenses” for additional

information.

Examples:

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

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

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


	1) If you surrender your contract at the end of the applicable time period: *
	1 year	3 years	5 years	10 years
	$1,052	$1,573	$2,115	$3,604
	2) If you annuitize at the end of the applicable time period: **
	1 year	3 years	5 years	10 years
	$352	$1,073	$1,815	$3,604
	3) If you do not surrender your contract:
	1 year	3 years	5 years	10 years
	$352	$1,073	$1,815	$3,604
*	This example reflects deduction of an early withdrawal charge using the early withdrawal
	charge schedule that applies to all contracts, including Roth IRA contracts issued after
	September 19, 2000.
**	This example does not apply during the income phase if you selected a nonlifetime income
	phase payment option with variable payments and take a lump-sum withdrawal after
	payments start. In this case the lump-sum payment is treated as a withdrawal during the
	accumulation phase and may be subject to an early withdrawal charge (refer to Example 1).

SD Variable Annuity – 57218

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 “Fees – 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 “Fees – Fund Expenses” for more information.

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

Understanding Condensed Financial Information. In Appendix IV of this prospectus we provide condensed

financial information about Separate Account B (the separate account) subaccounts you may invest in through the

contract. The numbers show the year-end unit values of each subaccount from the time purchase payments were

first received in the subaccounts under the contract for the lowest and highest combination of asset-based charges.

Complete information is available in the Statement of Additional Information.

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.

PURCHASE AND RIGHTS

How to Purchase

Please note that this contract is no longer available to purchase.


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

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

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

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


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

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

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

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

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

Your Rights Under the Contract


·	Individual Contracts. You have all contract rights.

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

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

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

One lump sum;
Periodic payments; or
Transfer or rollover from a pre-existing retirement plan or account.

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

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


	Option		Option		Option
	Package I		Package II		Package III
Minimum Initial
Purchase Payment	Non-Qualified:	Qualified:*	Non-Qualified:	Qualified:*	Non-Qualified:	Qualified:*
	$15,000	$1,500	$5,000	$1,500	$5,000	$1,500

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

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

The size and type of the prospective group, if any, to which the reduction would apply;
The method and frequency of purchase payments to be made under the contract; and
The amount of compensation to be paid to distributors and their registered representative on each purchase payment.

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

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

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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.

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

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 subaccounts. These products have different benefits, fees and
charges, and may or may not better match your needs. You should be aware that these 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.

RIGHT TO CANCEL

When and How to Cancel. You may cancel your contract within ten days of receipt (some states allow you more

than ten days) by returning it to our Customer Service Center along with a written notice of cancellation.

Refunds. We will issue you a refund within seven days of our receipt of your contract and written notice of

cancellation. Unless your state requires otherwise or unless you purchased an IRA, your refund will equal your

account value. This means that you will bear the entire investment risk for amounts allocated among the

subaccounts, including applicable fund and contract fees and charges. Consequently, the amount refunded could be

less than the amount you paid into the contract. Any premium bonus credited to your account will also be forfeited

and your refund will reflect any earnings or losses attributable to the premium bonus. If your state requires or if you

purchased an IRA, we will refund all purchase payments made.

If the purchase payments for your canceled contract came from a rollover from another contract issued by us or one

of our affiliates where an early withdrawal charge was reduced or eliminated, the purchase payments will be

restored to your prior contract.

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PREMIUM BONUS OPTION

Election. At the time of application you may elect the premium bonus option. Once elected it may not be revoked.

The premium bonus option may not be available under all contracts.

Premium Bonus Amount. If you elect this option we will credit your account with a 4% premium bonus for each

purchase payment you make during the first account year. The premium bonus will be included in your account

value and allocated among the investment options you have selected in the same proportion as the purchase

payment. The amount of the premium bonus we credit to an account may be reduced if the premium bonus option

charge is reduced or eliminated.

Premium Bonus Option Charge. In exchange for the premium bonus, during the first seven account years you

will pay an annual premium bonus option charge equal to 0.50% of your account value allocated to the subaccounts.

This charge will also be deducted from amounts allocated to the fixed interest options, resulting in a 0.50%

reduction in the interest which would have been credited to your account during the first seven account years if you

had not elected the premium bonus option. Under certain contracts, the premium bonus option charge may be

reduced or eliminated. See “Fees – Reduction or Elimination of Certain Fees.”

After the seventh account year you will no longer pay the premium bonus option charge. We will administer the

elimination of this charge by decreasing the number of accumulation units and increasing the accumulation unit

values of the subaccounts in which you are then invested. The elimination of this charge and the adjustment of the

number of accumulation units and accumulation unit values will not affect your account value. See “Your Account

Value.”

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

forfeited:


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

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

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

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


	Purchase	Premium	Account	Withdrawal
Date	Payment	Bonus	Value	Amount	Explanation
May 2, 2007	$100,000	$4,000	$104,000	—	You make a $100,000 initial purchase
					payment and we credit your account with
					a 4% ($4,000) premium bonus. Your
					beginning account value equals $104,000.

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May 2, 2010	—	—	$120,000	$30,000	Assume that your account value grows to
					$120,000 over the next three years and
					you request a $30,000 withdrawal.
					$18,000 of that $30,000 will be subject to
					an early withdrawal charge ($30,000
					minus $12,000 (the 10% free withdrawal
					amount, see “Fees – Free Withdrawals”))
					and you would pay a $1,080 early
					withdrawal charge (6% of $18,000).
					Additionally, because $18,000 is 18% of
					the $100,000 purchase payment made in
					the first account year, 18% of your $4,000
					premium bonus, or $720, would be
					forfeited.*

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

Suitability. If you expect to make purchase payments to your account after the first account year, the premium
bonus option may not be right for you. Your account will not be credited with a premium bonus for purchase
payments made after the first account year yet we will assess the premium bonus option charge against your account
value which is increased by these additional purchase payments. Consequently, the amount of the premium bonus
option charge you would pay over time may be more than the amount of the premium bonus we credited to your
account. Also, if you anticipate that you will need to make withdrawals from your account during the first seven
account years, you may not want to elect the premium bonus option. When you make such a withdrawal you may
forfeit part of your premium bonus, and the amount of the premium bonus option charge you have paid may be more
than the amount of the premium bonus not forfeited. Likewise, if you make a withdrawal during the first seven
account years and the market is down, the amount of the bonus forfeited may be greater than the then current market
value of the premium bonus. Your sales representative can help you decide if the premium bonus option is right for
you.

INVESTMENT OPTIONS

The contract offers variable investment options and fixed interest options.

Variable Investment Options. These options are called subaccounts. The subaccounts are within Separate

Account B (the separate account), a separate account of the Company. Each subaccount invests in a specific mutual

fund. You do not invest directly in or hold shares of the funds.

Mutual Fund (Fund) Descriptions. We provide brief descriptions of the funds in Appendix III. Investment results

of the funds are likely to differ significantly and there is no assurance that any of the funds will achieve their

respective investment objectives. You should consider the investment objectives, risks and charges and expenses of

the funds carefully before investing. Please refer to the funds prospectuses for this and additional information.

Shares of the funds will rise and fall in value and you could lose money by investing in the funds. Shares of the

funds are not bank deposits and are not guaranteed, endorsed or insured by any financial institution, the Federal

Deposit Insurance Corporation or any other government agency. Unless otherwise noted, all funds are diversified as

defined under the Investment Company Act of 1940. Fund prospectuses may be obtained, free of charge, from our

Customer Service Center at the address and phone number listed in “Contract Overview—Questions: Contacting

the Company,” by accessing the SEC’s web site or by contacting the SEC Public Reference Room.

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 Retirement Funds) may have higher fees and

SD Variable Annuity – 57218

expenses than a fund that invests directly in debt and equity securities. Consult with your investment professional to
determine if the portfolios may be suited to your financial needs, investment time horizon and risk tolerance. You
should periodically review these factors to determine if you need to change your investment strategy.

ING GET U.S. Core Portfolio (formerly known as, and referred to herein as, “GET Fund”). A GET Fund
series may be available during the accumulation phase of the Contract. We make a guarantee, as described below,
when you allocate money into a GET Fund series. Each GET Fund series has an offering period of six months
which precedes the guarantee period. The GET Fund investment option may not be available under your Contract or
in your state. Effective June 21, 2007, no new series of the GET Fund are available.

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

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

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

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

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

Selecting Investment Options


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

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

SD Variable Annuity – 57218


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

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

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

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

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

Shared—bought by more than one company
Mixed—bought for annuities and life insurance

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

TRANSFERS AMONG INVESTMENT OPTIONS (EXCESSIVE TRADING POLICY)

You may transfer amounts among the available subaccounts. During the accumulation phase we allow you 12 free

transfers each account year. We reserve the right to charge $10 for each additional transfer. We currently do not

impose this charge. During the income phase we allow you four free transfers each account year. We reserve the

right to charge $10 for each additional transfer. We currently do not impose this charge.

Transfers from the Guaranteed Account are subject to certain restrictions and may be subject to a market value

adjustment. Transfers from the Fixed Account are subject to certain restrictions, and transfers into the Fixed

Account from any of the other investment options are not allowed. Transfers must be made in accordance with the

terms of your contract.

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

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

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

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

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

SD Variable Annuity – 57218

violated our Excessive Trading Policy, will then have to be initiated by providing written instructions to us via
regular U.S. mail. Suspension of Electronic Trading Privileges may also extend to products other than the product
through which the Excessive Trading activity occurred. During the six month suspension period, electronic “inquiry
only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and
reallocation activity to regular U.S. mail and details of the individual’s or entity’s trading activity may also be sent,
as applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the agent/registered
representative or investment adviser for that individual or entity and the fund whose shares were involved in the
activity that violated our Excessive Trading Policy.

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

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

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

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

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

SD Variable Annuity – 57218

include the fund directing us to reject any allocations of premium or contract value to the fund or all funds within the
fund family.

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

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

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

Dollar cost averaging neither ensures a profit nor guarantees against loss in a declining market. You should consider
your financial ability to continue purchases through periods of low price levels. There is no additional charge for
this program and transfers made under this program do not count as transfers when determining the number of free
transfers that may be made each account year. For additional information about this program, contact your sales
representative or call us at the number listed in “Contract Overview – Questions: Contacting the Company.” In
certain states, purchase payments allocated to the Fixed Account may require participation in the dollar cost
averaging program.

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

TRANSFERS BETWEEN OPTION PACKAGES

You may transfer from one option package to another.

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

SD Variable Annuity – 57218

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


	Transfers to		Transfers to
	Option Package I		Option Packages II or III

Minimum
Account	Non-Qualified:	Qualified: $1,500	Non-Qualified:	Qualified: $1,500
Value	$15,000		$5,000

You will receive a new contract schedule page upon transfer.
Only one option package may be in effect at any time.


Transfers to	Transfers to	Transfers to
Option Package I	Option Package II	Option Package III
Death Benefit¹:	Death Benefit¹:	Death Benefit¹:
The sum of all purchase payments	· The sum of all purchase payments	· The sum of all purchase
made, adjusted for amounts	made, adjusted for amounts	payments made, adjusted for
withdrawn or applied to an income	withdrawn or applied to an income	amounts withdrawn or applied
phase payment option as of the claim	phase payment option as of the	to an income phase payment
date, will continue to be calculated	claim date, will continue to be	option as of the claim date, will
from the account effective date.	calculated from the account	continue to be calculated from
· The “step-up value” under Option	effective date.	the account effective date.
Packages II and III will terminate	· If transferring from Option Package	· If transferring from Option
on the new schedule effective date.	I, the “step-up value” will be	Package I, the “step-up value”
· The “roll-up value” under Option	calculated beginning on the new	will be calculated beginning on
Package III will terminate on the	schedule effective date.	the new schedule effective date.
new schedule effective date.	· If transferring from Option Package	· If transferring from Option
	III, the “step-up value” will continue	Package II, the “step-up value”
	to be calculated from the date	will continue to be calculated
	calculated under Option Package III.	from the date calculated under
	· The “roll-up value” under Option	Option Package II.
	Package III will terminate on the	· The “roll-up value” will be
	new schedule effective date.	calculated beginning on the new
		schedule effective date.
Nursing Home Waiver²:	Nursing Home Waiver²:	Nursing Home Waiver²:
· The availability of the waiver of the	· If transferring from Option Package	· If transferring from Option
early withdrawal charge under the	I, the waiting period under the	Package I, the waiting period
Nursing Home Waiver will	Nursing Home Waiver will begin to	under the Nursing Home
terminate on the new schedule	be measured from the new schedule	Waiver will begin to be
effective date.	effective date.	measured from the new
	· If transferring from Option Package	schedule effective date.
	III, the waiting period will have	· If transferring from Option
	been satisfied on the new schedule	Package II, the waiting period
	effective date.	will have been satisfied on the
		new schedule effective date.
Free Withdrawals³:	Free Withdrawals³:	Free Withdrawals³:
· If transferring from Option Package	· If transferring from Option Package	· The cumulative to 30%
III, any available free withdrawal	III, any available free withdrawal	available free withdrawal
amount in excess of 10% will be	amount in excess of 10% will be lost	amount will begin to be
lost as of the new schedule	as of the new schedule effective	calculated as of the new
effective date.	date.	schedule effective date.
¹See “Death Benefit.”
²See “Fees—Nursing Home Waiver.”
³See “Fees—Free Withdrawals.”

SD Variable Annuity – 57218

FEES

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

information on fees.

TRANSACTION FEES

Early Withdrawal Charge

Withdrawals of all or a portion of your account value may be subject to a charge. In the case of a partial withdrawal

where you request a specified dollar amount, the amount withdrawn from your account will be the amount you

specified plus adjustment for any applicable early withdrawal charge.

Amount. A percentage of the purchase payments that you withdraw. The percentage will be determined by the

early withdrawal charge schedule that applies to your account.


Early Withdrawal Charge Schedules
(As a percentage of payments withdrawn.)

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

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

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

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

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

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

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

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

SD Variable Annuity – 57218

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


·	Used to provide income phase payments to you;

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

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

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

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

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

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

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


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

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

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

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

Annual Maintenance Fee

Maximum Amount. $30.00

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

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

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

SD Variable Annuity – 57218

Transfer Charge

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

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

Overnight Fee.

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.

FEES DEDUCTED FROM INVESTMENTS IN THE SEPARATE ACCOUNT

Mortality and Expense Risk Charge

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


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

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

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

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


·	The mortality risks are those risks associated with our promise to provide a death benefit and make lifetime
	income phase payments based on annuity rates specified in the contract.

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

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

Administrative Expense Charge

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


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

SD Variable Annuity – 57218

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

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

Purpose. This charge helps defray our administrative expenses.

Premium Bonus Option Charge.

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

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

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

ING GET U.S. Core Portfolio Guarantee Charge. Effective June 21, 2007, no new series of the GET Fund are
available.

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

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

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

REDUCTION OR ELIMINATION OF CERTAIN FEES

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


·	The size and type of group to whom the contract is issued;
·	The amount of expected purchase payments;
·	A prior or existing relationship with the Company, such as being an employee or former employee of the
	Company or one of our affiliates, receiving distributions or making transfers from other contracts issued by
	us or one of our affiliates or transferring amounts held under qualified retirement plans sponsored by us or
	one of our affiliates;
·	The type and frequency of administrative and sales services provided; or
·	The level of annual maintenance fee and early withdrawal charges.

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

SD Variable Annuity – 57218

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

FUND EXPENSES

As shown in the fund prospectuses and described in the “Fund Fee Information” section of this prospectus, each
fund deducts management fees from the amounts allocated to the fund. In addition, each fund deducts other
expenses which may include service fees that may be used to compensate service providers, including the company
and its affiliates, for administrative and contract owner services provided on behalf of the fund. Furthermore,
certain funds may deduct a distribution or 12b-1 fee, which is used to finance any activity that is primarily intended
to result in the sale of fund shares. For a more complete description of the funds’ fees and expenses, review
each fund’s prospectus. You should evaluate the expenses associated with the funds available through this contract
before making a decision to invest.

The company may receive substantial revenue from each of the funds or 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
policies. Fund revenue is important to the company’s profitability, and it is generally more profitable for us
to offer affiliated funds than to offer unaffiliated funds.

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

SD Variable Annuity – 57218

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

The 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.
See “Other Contract Provisions – Selling the Contract.”

PREMIUM AND OTHER TAXES

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

When/How. We reserve the right to deduct a charge for premium taxes from your account value or from purchase

SD Variable Annuity – 57218

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

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

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


YOUR ACCOUNT VALUE
During the accumulation phase your account value at any given time equals:
·	The current dollar value of amounts invested in the subaccounts; plus
·	The current dollar values of amounts invested in the fixed interest options, including interest earnings to
	date.

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

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

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

Current AUV = Prior AUV x Net Investment Factor

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

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


·	The net assets of the fund held by the subaccount as of the current valuation; minus
·	The net assets of the fund held by the subaccount at the preceding valuation; plus or minus
·	Taxes or provisions for taxes, if any, due to subaccount operations (with any federal income tax liability
	offset by foreign tax credits to the extent allowed); divided by
·	The total value of the subaccount’s units at the preceding valuation; minus
·	A daily deduction for the mortality and expense risk charge and the administrative expense charge, if any,

SD Variable Annuity – 57218

and any other fees deducted from investments in the separate account, such as the premium bonus option

charge and guarantee charges for the GET fund. See “Fees.”

The net investment rate may be either positive or negative.

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

Step 1: You make an initial purchase payment of $5000.

Step 2:


A.	You direct us to invest $3,000 in Fund A. The purchase payment purchases 300 accumulation units of
	Subaccount A ($3,000 divided by the current $10 AUV).

B.	You direct us to invest $2,000 in Fund B. The purchase payment purchases 100 accumulation units of
	Subaccount B ($2,000 divided by the current $20 AUV).

Step 3: The separate account purchases shares of the applicable funds at the then current market value (net asset
value or NAV).

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

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


WITHDRAWALS

You may withdraw all or a portion of your account value at any time during the accumulation phase.

Steps for Making A Withdrawal

· Select the withdrawal amount.

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

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

SD Variable Annuity – 57218


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

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

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

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

Reinstating a Full Withdrawal. Within 30 days after a full withdrawal, if allowed by law and the contract, you
may elect to reinstate all or a portion of your withdrawal. We must receive any reinstated amounts within 60 days of
the withdrawal. We reserve the right, however, to accept a reinstatement election received more than 30 days after
the withdrawal and accept proceeds received more than 60 days after the withdrawal. We will credit your account
for the amount reinstated based on the subaccount values next computed following our receipt of your request and
the amount to be reinstated. We will credit the amount reinstated proportionally for annual maintenance fees and
early withdrawal charges imposed at the time of withdrawal. We will deduct from the amount reinstated any annual
maintenance fee which fell due after the withdrawal and before the reinstatement. We will reinstate in the same
investment options and proportions in place at the time of withdrawal. If you withdraw amounts from a series of the
ING GET U.S. Core Portfolio and then elect to reinstate them, we will reallocate your GET amounts among other
investment options in which you invested on a pro-rata basis. Previously, we would have reinstated them in a GET
Fund series that was then accepting deposits. However, since June 21, 2007, no new series of the GET Fund are
available. The reinstatement privilege may be used only once. Special rules apply to reinstatement of amounts
withdrawn from the Guaranteed Account (see Appendix I and the Guaranteed Account prospectus). We will not
credit your account for market value adjustments or any premium bonus forfeited that we deducted at the time of
your withdrawal or refund any taxes that were withheld. Seek competent advice regarding the tax consequences
associated with reinstatement.

SYSTEMATIC DISTRIBUTION OPTIONS

Systematic distribution options may be exercised at any time during the accumulation phase.

Features of a Systematic Distribution Option

A systematic distribution option allows you to receive regular payments from your contract without moving into the

income phase. By remaining in the accumulation phase, you retain certain rights and investment flexibility not

available during the income phase.

The following systematic distribution options may be available:


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

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

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

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

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

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

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

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

DEATH BENEFIT

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

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

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

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

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

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

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

During the Accumulation Phase

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

SD Variable Annuity – 57218

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

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

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


		Option Package I		Option Package II		Option Package III
Death Benefit	The greater of:		The greatest of:		The greatest of:
on Death of	(1)	The sum of all purchase	(1)	The sum of all purchase	(1)	The sum of all purchase
the		payments, adjusted for		payments, adjusted for		payments, adjusted for
Annuitant:		amounts withdrawn or		amounts withdrawn or		amounts withdrawn or
		applied to an income		applied to an income		applied to an income phase
		phase payment option		phase payment option		payment option as of the
		as of the claim date; or		as of the claim date; or		claim date; or
	(2)	The account value* on	(2)	The account value* on	(2)	The account value* on the
		the claim date.		the claim date; or		claim date; or
			(3)	The “step-up value”*	(3)	The “step-up value”* (as
				(as described below) on		described below) on the
				the claim date.		claim date; or
					(4)	The “roll-up value”* (as
						described below) on the
						claim date.

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

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


·	The account value; or

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

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


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

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

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

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

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

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

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

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

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

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

Prior to the election of a method of payment of the death benefit by the beneficiary, the account value will remain in
the account and continue to be affected by the investment performance of the investment option(s) selected. The
beneficiary has the right to allocate or transfer any amount to any available investment option (subject to a market
value adjustment, as applicable). The amount paid to the beneficiary will equal the adjusted account value on the
day the payment is processed. Unless the beneficiary elects otherwise, the distribution will generally be made into
an interest bearing account, backed by our general. 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 penalty. Interest earned on this account may be less than interest paid on 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. For more information on required distributions under federal income tax laws, you should see “Required
Distributions.” 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.

Death Benefit Amounts in Certain Cases

If a Spousal Beneficiary Continues the Account Following the Death of the Contract Holder/Annuitant. If a
spousal beneficiary continues the account at the death of a contract holder who was also the annuitant, the spousal

SD Variable Annuity – 57218

beneficiary becomes the annuitant. The option package in effect at the death of the contract holder will also apply to
the spousal beneficiary, unless later changed by the spousal beneficiary. The premium bonus option charge, if any,
will continue, unless the premium bonus was forfeited when calculating the account value, step-up value and roll-up
value on the death of the original contract holder/annuitant.

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


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

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

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

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

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

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

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

Death Benefit—Methods of Payment

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


·	Apply some or all of the account value, plus or minus any market value adjustment, to any of the income
	phase payment options (subject to the Tax Code distribution rules). See “Federal Tax Considerations”;

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

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

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

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

For Nonqualified Contracts.


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

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

	(a)	Continue the contract in the accumulation phase;

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

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

	If you die and are not the annuitant, an early withdrawal charge will apply if a lump sum is elected.

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

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

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

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

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

THE INCOME PHASE

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

accumulated account value.

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

writing of all of the following:

Payment start date;
Income phase payment option (see the income phase payment options table in this section);

SD Variable Annuity – 57218

Payment frequency (i.e., monthly, quarterly, semi-annually or annually);
Choice of fixed, variable or a combination of both fixed and variable payments; and
Selection of an assumed net investment rate (only if variable payments are elected).

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

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

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

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

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

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

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

A first income phase payment of at least $50; and
Total yearly income phase payments of at least $250.

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

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

(a)	The first day of the month following the annuitant’s 85^thbirthday; or
(b)	The tenth anniversary of the last purchase payment made to your account.

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

SD Variable Annuity – 57218

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

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

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

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

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

Charges Deducted.


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

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

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

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

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

Partial Entry into the Income Phase. You may elect an income phase payment option for a portion of your
account dollars, while leaving the remaining portion invested in the accumulation phase. Whether the Tax Code
considers such payments taxable as income phase payments or as withdrawals is currently unclear; therefore, you

SD Variable Annuity – 57218

should consult with a qualified tax adviser before electing this option. The same or different income phase payment
option may be selected for the portion left invested in the accumulation phase.

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

Payment Options.

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

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

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


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

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Lifetime Income Phase Payment Options (Cont.)
Life Income—Two	Length of Payments: For as long as either annuitant lives.
Lives—Cash	Continuing Payments: 100% of the payment to continue after the first death.
Refund Option	Death Benefit—Payment to the Beneficiary: When both annuitants die we will pay a lump-
(limited	sum payment equal to the amount applied to the income phase payment option (less any
availability—fixed	applicable premium tax) and less the total amount of income payments paid.
payments only)
Nonlifetime Income Phase Payment Option

Nonlifetime—	Length of Payments: You may select payments for 5 to 30 years (15 to 30 years if you elected
Guaranteed	the premium bonus option). In certain cases a lump-sum payment may be requested at any time
Payments	(see below).
	Death Benefit—Payment to the Beneficiary: If the annuitant dies before we make all the
	guaranteed payments, we will continue to pay the beneficiary the remaining payments, unless
	the beneficiary elects to receive a lump-sum payment equal to the present value of the
	remaining guaranteed payments. We will not impose any early withdrawal charge.

Lump-Sum Payment: If the “Nonlifetime—Guaranteed Payments” option is elected with variable payments, you may
request at any time that all or a portion of the present value of the remaining payments be paid in one lump sum. Any
such lump-sum payments will be treated as a withdrawal during the accumulation phase and we will charge any
applicable early withdrawal charge. See “Fees—Early Withdrawal Charge.” Lump-sum payments will be sent within
seven calendar days after we receive the request for payment in good order at our Customer Service Center.
Calculation of Lump-Sum Payments: If a lump-sum payment is available under the income phase payment options
above, the rate used to calculate the present value of the remaining guaranteed payments is the same rate we used to
calculate the income phase payments (i.e., the actual fixed rate used for fixed payments or the 3½% or 5% assumed net
investment rate used for variable payments).

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:

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.

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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 premiumsto 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
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.

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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.

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.

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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
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

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purchase, and (3) which provides a series of substantially equal periodic payments made annually or more
frequently. While this Contract is not designed as an immediate annuity, treatment as an immediate annuity would
have significance with respect to exceptions from the 10% early withdrawal penalty, to contracts owned by non-
natural persons, and for certain exchanges.

Multiple Contracts. Tax laws require that all non-qualified deferred annuity contracts that are issued by a
company or its affiliates to the same contract owner during any calendar year be treated as one annuity contract for
purposes of determining the amount includible in gross income under Tax Code Section 72(e). In addition, the
Treasury Department has specific authority to issue regulations that prevent the avoidance of Tax Code Section
72(e) through the serial purchase of annuity contracts or otherwise.

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

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

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

Taxation of Qualified Contracts

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

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

Section 401(a), 401(k), Roth 401(k), and 403(a) Plans. Sections 401(a), 401(k), and 403(a) of the Tax
Code permit certain employers to establish various types of retirement plans for employees, and permits self-
employed individuals to establish these plans for themselves and their employees. These retirement plans may
permit the purchase of Contracts to accumulate retirement savings under the plans. Employers intending to use the
Contract with such plans should seek competent legal advice.

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

Individual Retirement Annuities. Section 408 of the Tax Code permits eligible individuals to contribute
to an individual retirement program known as an Individual Retirement Annuity (“IRA”). IRAs are subject to limits
on the amounts that can be contributed, the deductible amount of the contribution, the persons who may be eligible,
and the time when distributions commence. Contributions to IRAs must be made in cash or as a rollover or a
transfer from another eligible plan. Also, distributions from IRAs, individual retirement accounts, and other types of
retirement plans may be “rolled over” on a tax-deferred basis into an IRA. If you make a tax-free rollover of a
distribution from an IRA you may not make another tax-free rollover from the IRA within a 1-year period. Sales of
the contract for use with IRAs may be subject to special requirements of the IRS.

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

Roth IRAs. Section 408A of the Tax Code permits certain eligible individuals to contribute to a Roth IRA.
Contributions to a Roth IRA are subject to limits on the amount of contributions and the persons who may be
eligible to contribute, are not deductible, and must be made in cash or as a rollover or transfer from another Roth
IRA or other IRA. Certain qualifying individuals may convert an IRA, SEP, or a SIMPLE to a Roth IRA. Such
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.

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

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

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

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

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

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

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

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

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

Pension Protection Act of 2006.

A payment is an eligible rollover distribution unless it is:

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

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

or for a specified period of 10 years or more;

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

a hardship withdrawal;

otherwise excludable from income; or

Not recognized under applicable regulations as eligible for rollover.

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).

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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

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.

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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.

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.

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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:

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.

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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 Enhanced Death Benefit
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.

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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.

OTHER TOPICS

Separate Account B

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

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

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.

The 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.

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

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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.

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Product Regulation. Our products are subject to a complex and extensive array of state and federal tax,
securities and insurance laws, and regulations, which are administered and enforced by a number of governmental
and self-regulatory authorities. Specifically, U.S. federal income tax law imposes requirements relating to
nonqualified annuity product design, administration, and investments that are conditions for beneficial tax treatment
of such products under the Internal Revenue Code. (See “Federal Tax Considerations” for further discussion of
some of these requirements.) Failure to administer certain nonqualified contract features (for example, contractual
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.

Selling the Contract

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

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

The following 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 .50% of all, or a
portion, of values of Contracts sold through the firm. Individual representatives may receive all or a portion of
compensation paid to their selling firm, depending on their firm’s practices. Commissions and annual
compensation, when combined, could exceed 8.0% of total premium payments.

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.

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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;

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

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

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:

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1.	Morgan Stanley Smith Barney LLC	14.	ING Financial Partners, Inc. CAREER
2.	LPL Fiancial 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
over those of another company, and may also provide a financial incentive to promote one of our contracts over
another.

Payment Delay or Suspension

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

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

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

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

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

Voting Rights

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

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


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

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

Contract Modifications

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

Transfer of Ownership: Assignment

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

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

Involuntary Terminations

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

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

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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

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 SMARTDESIGN VARIABLE ANNUITY 333-57218.

Please Print or Type:

__________________________________________________

Name

__________________________________________________

Street Address

__________________________________________________

City, State, Zip

04/29/2011

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APPENDIX I

ING USA Guaranteed Account

The ING USA Guaranteed Account (the Guaranteed Account) is a fixed interest option available during the

accumulation phase under the contract. This appendix is only a summary of certain facts about the

Guaranteed Account. Please read the Guaranteed Account prospectus carefully before investing in this

option.

In General. Amounts invested in the Guaranteed Account earn specified interest rates if left in the Guaranteed

Account for specified periods of time. If you withdraw or transfer those amounts before the specified periods

elapse, we may apply a market value adjustment (described below), which may be positive or negative.

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

Center to learn:


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

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

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

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

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

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


·	Market Value Adjustment (MVA)—as described in this appendix and in the Guaranteed Account
	prospectus;
·	Tax penalties and/or tax withholding—see “Federal Tax Considerations”;
·	Early withdrawal charge—see “Fees”; or
·	Maintenance fee—see “Fees.”

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I-1

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

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

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

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

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


·	Transfers due to participation in the dollar cost averaging program;
·	Withdrawals taken due to your election of SWO or ECO (described in “Systematic Distribution Options”),
	if available;
·	Withdrawals for minimum distributions required by the Tax Code and for which the early withdrawal
	charge is waived; and
·	Withdrawals due to your exercise of the right to cancel your contract (described in “Right to Cancel”).

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

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

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

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

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

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I-2

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

Subsequent Purchase Payments. Purchase payments received after your initial purchase payment to the
Guaranteed Account will be allocated in the same proportions as the last allocation, unless you properly instruct us
to do otherwise. If the same guaranteed term(s) is not available, the next shortest term will be used. If no shorter
guaranteed term is available, the next longer guaranteed term will be used.

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

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

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

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

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

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

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I-3

APPENDIX II

Fixed Interest Division

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

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

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

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

1940.

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.

SD Variable Annuity - 57218

II-1

APPENDIX III

Description of Underlying Funds

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

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

SD Variable Annuity - 57218

III-1


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

SD Variable Annuity - 57218

III-3


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.

SD Variable Annuity - 57218

III-4


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.

SD Variable Annuity - 57218

III-5


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.

SD Variable Annuity - 57218

III-6


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

SD Variable Annuity - 57218

III-7


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.

SD Variable Annuity - 57218

III-8


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.

SD Variable Annuity - 57218

III-9


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

SD Variable Annuity - 57218

III-10

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.

SD Variable Annuity - 57218

III-19

APPENDIX IV

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 0.95%

	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	$9.61	$8.02	$10.31
Value at end of period	$10.44	$9.61	$8.02
Number of accumulation units outstanding at end of period	281,015	289,884	157,683
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$11.46	$9.25	$13.00	$13.48	$11.40	$10.15
Value at end of period	$14.35	$11.46	$9.25	$13.00	$13.48	$11.40
Number of accumulation units outstanding at end of period	28,803	29,230	27,505	29,920	34,140	47,910
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$14.23	$10.61	$18.69	$16.09	$14.57	$12.61	$11.06	$8.71	$9.73	$10.00
Value at end of period	$16.49	$14.23	$10.61	$18.69	$16.09	$14.57	$12.61	$11.06	$8.71	$9.73
Number of accumulation units outstanding at end of period	741,477	825,559	867,530	908,267	905,470	713,743	551,666	327,190	86,387	23,962
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$10.16	$7.90	$13.94	$13.90	$11.70	$11.19	$10.16	$7.89	$9.61	$10.00
Value at end of period	$11.57	$10.16	$7.90	$13.94	$13.90	$11.70	$11.19	$10.16	$7.89	$9.61
Number of accumulation units outstanding at end of period	293,761	347,831	401,729	429,511	420,104	514,374	519,515	308,618	137,711	26,226
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.81	$7.21	$10.16
Value at end of period	$9.77	$8.81	$7.21
Number of accumulation units outstanding at end of period	31,953	44,294	6,595
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.04	$9.04	$10.14
Value at end of period	$10.55	$10.04	$9.04
Number of accumulation units outstanding at end of period	222,517	163,350	44,947

SDVA


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	$11.61	$8.98	$14.67	$14.17	$12.48	$11.97	$11.01	$10.00
Value at end of period	$12.75	$11.61	$8.98	$14.67	$14.17	$12.48	$11.97	$11.01
Number of accumulation units outstanding at end of period	906,288	933,504	955,255	934,992	897,306	811,729	468,147	61,848
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.48	$9.09	$16.46	$14.87	$13.69	$11.96	$10.79	$10.00
Value at end of period	$14.60	$12.48	$9.09	$16.46	$14.87	$13.69	$11.96	$10.79
Number of accumulation units outstanding at end of period	1,093,288	1,164,673	1,160,067	1,132,944	1,117,857	946,920	479,213	67,367
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$18.25	$12.94	$22.71	$19.20	$16.38	$13.67	$11.64	$10.00
Value at end of period	$19.28	$18.25	$12.94	$22.71	$19.20	$16.38	$13.67	$11.64
Number of accumulation units outstanding at end of period	597,878	629,054	627,231	637,013	593,924	533,978	313,605	40,608
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.13	$10.69
Value at end of period	$14.66	$13.13
Number of accumulation units outstanding at end of period	27,911	4,071
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.04	$11.79	$21.12	$18.31	$14.31	$12.52	$10.72	$8.25	$10.00
Value at end of period	$14.86	$14.04	$11.79	$21.12	$18.31	$14.31	$12.52	$10.72	$8.25
Number of accumulation units outstanding at end of period	251,364	295,437	329,488	359,311	317,079	228,564	150,528	37,732	3,926
ING BALANCED PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$9.18	$7.79	$10.97	$10.51	$10.01
Value at end of period	$10.34	$9.18	$7.79	$10.97	$10.51
Number of accumulation units outstanding at end of period	40,273	37,426	44,100	63,472	96,281
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.32	$7.71	$13.24	$12.60	$11.04	$10.00
Value at end of period	$12.93	$10.32	$7.71	$13.24	$12.60	$11.04
Number of accumulation units outstanding at end of period	203,769	230,323	193,360	205,623	141,657	72,996
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.62	$9.94
Value at end of period	$11.10	$10.62
Number of accumulation units outstanding at end of period	297,809	160,538
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.19	$7.90	$13.09	$12.38	$11.67	$10.62
Value at end of period	$11.45	$10.19	$7.90	$13.09	$12.38	$11.67
Number of accumulation units outstanding at end of period	75,399	107,232	191,117	164,463	171,116	117,504
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.56	$8.56	$13.36	$12.93	$11.22	$10.98
Value at end of period	$10.52	$9.56	$8.56	$13.36	$12.93	$11.22
Number of accumulation units outstanding at end of period	11,179	8,844	11,162	11,924	15,652	4,666

SDVA


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.86	$6.52	$9.99
Value at end of period	$11.54	$9.86	$6.52
Number of accumulation units outstanding at end of period	54,469	38,668	18,329
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.65	$7.30	$12.55	$13.67	$10.87
Value at end of period	$11.08	$9.65	$7.30	$12.55	$13.67
Number of accumulation units outstanding at end of period	51,721	74,367	71,878	44,959	48,430
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.69	$10.91	$17.92	$22.00	$16.13	$13.95	$10.87
Value at end of period	$18.62	$14.69	$10.91	$17.92	$22.00	$16.13	$13.95
Number of accumulation units outstanding at end of period	101,978	117,506	113,525	115,394	126,148	119,731	27,720
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.30	$6.72	$10.29	$10.08	$10.05
Value at end of period	$10.29	$8.30	$6.72	$10.29	$10.08
Number of accumulation units outstanding at end of period	86,773	110,539	149,933	127,183	77,168
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$9.05	$6.95	$11.54	$11.18	$10.26
Value at end of period	$10.05	$9.05	$6.95	$11.54	$11.18
Number of accumulation units outstanding at end of period	177,200	179,609	158,615	112,120	53,296
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.29	$6.04	$10.18
Value at end of period	$9.02	$7.29	$6.04
Number of accumulation units outstanding at end of period	23,032	544	434
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.59	$9.13	$15.15	$13.36	$12.05	$9.96
Value at end of period	$16.01	$12.59	$9.13	$15.15	$13.36	$12.05
Number of accumulation units outstanding at end of period	191,885	167,288	171,019	187,448	128,496	26,655
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.21	$7.81	$11.14	$10.96	$10.02
Value at end of period	$11.42	$10.21	$7.81	$11.14	$10.96
Number of accumulation units outstanding at end of period	484,267	557,839	433,035	335,395	172,105
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.21	$7.35	$11.92	$12.48
Value at end of period	$10.18	$9.21	$7.35	$11.92
Number of accumulation units outstanding at end of period	190,772	202,810	204,722	168,065
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.92	$6.14	$9.64	$10.14
Value at end of period	$8.69	$7.92	$6.14	$9.64
Number of accumulation units outstanding at end of period	80,827	77,286	69,684	62,482

SDVA


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.96	$12.45	$21.31	$16.14	$13.42	$9.56
Value at end of period	$20.44	$16.96	$12.45	$21.31	$16.14	$13.42
Number of accumulation units outstanding at end of period	110,861	149,093	127,955	96,378	59,314	38,316
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.90	$6.13	$9.66
Value at end of period	$8.91	$7.90	$6.13
Number of accumulation units outstanding at end of period	1,657,053	1,371,537	1,055,301
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.00	$10.19
Value at end of period	$13.85	$13.00
Number of accumulation units outstanding at end of period	21,460	12,052
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$9.16	$7.52	$12.13	$11.69	$10.33	$9.92	$9.08	$7.28	$9.40	$10.00
Value at end of period	$10.31	$9.16	$7.52	$12.13	$11.69	$10.33	$9.92	$9.08	$7.28	$9.40
Number of accumulation units outstanding at end of period	2,357,494	2,858,096	1,834,630	1,639,937	397,879	407,086	418,924	334,015	141,983	16,897
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$12.90	$9.91	$16.06	$15.41	$14.26	$12.98	$11.27	$8.61	$9.91	$10.00
Value at end of period	$15.54	$12.90	$9.91	$16.06	$15.41	$14.26	$12.98	$11.27	$8.61	$9.91
Number of accumulation units outstanding at end of period	337,984	370,245	344,429	393,916	470,325	530,496	517,452	312,714	133,786	25,943
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$12.63	$10.24	$15.58	$16.82	$14.97	$14.07	$11.67	$8.67	$10.11	$10.00
Value at end of period	$15.32	$12.63	$10.24	$15.58	$16.82	$14.97	$14.07	$11.67	$8.67	$10.11
Number of accumulation units outstanding at end of period	245,499	277,071	259,992	285,715	328,082	388,229	336,053	212,622	97,304	18,193
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.87	$9.87	$10.90	$10.42	$10.13	$10.04
Value at end of period	$11.80	$10.87	$9.87	$10.90	$10.42	$10.13
Number of accumulation units outstanding at end of period	2,931,067	2,146,877	1,471,381	359,648	249,344	99,176
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.68	$6.09	$10.26
Value at end of period	$8.19	$7.68	$6.09
Number of accumulation units outstanding at end of period	100,627	95,951	809
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during November 2004)
Value at beginning of period	$13.14	$9.72	$19.24	$16.07	$13.19	$11.52	$10.69
Value at end of period	$14.83	$13.14	$9.72	$19.24	$16.07	$13.19	$11.52
Number of accumulation units outstanding at end of period	84,965	92,749	88,500	99,303	22,452	10,207	1,302
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during April 2010)
Value at beginning of period	$10.73
Value at end of period	$11.11
Number of accumulation units outstanding at end of period	753
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.84	$12.26	$25.41	$18.52	$13.77	$10.28
Value at end of period	$24.83	$20.84	$12.26	$25.41	$18.52	$13.77
Number of accumulation units outstanding at end of period	108,658	140,300	134,627	135,439	102,809	38,991


SDVA		A4


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.67	$11.79	$17.77	$17.53	$15.19	$14.14	$11.84	$9.19	$10.00
Value at end of period	$17.87	$14.67	$11.79	$17.77	$17.53	$15.19	$14.14	$11.84	$9.19
Number of accumulation units outstanding at end of period	88,208	73,106	72,668	88,982	99,336	131,775	110,487	50,682	7,703
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.19	$10.46	$15.07	$15.48	$13.40	$13.63	$10.46	$7.87	$10.00
Value at end of period	$16.56	$13.19	$10.46	$15.07	$15.48	$13.40	$13.63	$10.46	$7.87
Number of accumulation units outstanding at end of period	108,636	104,806	100,668	113,966	122,935	109,313	85,598	30,406	2,395
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.68	$8.99	$12.53	$11.33	$10.83	$10.52	$9.93
Value at end of period	$14.35	$12.68	$8.99	$12.53	$11.33	$10.83	$10.52
Number of accumulation units outstanding at end of period	87,878	83,827	45,525	48,061	54,505	56,706	12,323
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.75	$8.23	$13.69	$14.09	$12.93	$11.74	$10.83	$10.00
Value at end of period	$13.22	$10.75	$8.23	$13.69	$14.09	$12.93	$11.74	$10.83
Number of accumulation units outstanding at end of period	31,091	35,599	34,077	44,917	61,704	74,488	74,276	856
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$18.60	$18.72	$18.45	$17.75	$17.12	$16.81	$16.82	$16.86	$16.78	$16.64
Value at end of period	$18.42	$18.60	$18.72	$18.45	$17.75	$17.12	$16.81	$16.82	$16.86	$16.78
Number of accumulation units outstanding at end of period	1,126,651	1,483,805	1,679,566	818,125	379,225	191,796	298,469	174,559	125,682	10,855
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during December 2003)
Value at beginning of period	$11.24	$9.55	$15.21	$14.74	$12.66	$12.11	$11.13	$10.00
Value at end of period	$13.04	$11.24	$9.55	$15.21	$14.74	$12.66	$12.11	$11.13
Number of accumulation units outstanding at end of period	25,125	22,543	20,017	20,285	32,046	5,318	4,991	3,929
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77	$8.43	$14.26	$12.61	$12.13	$11.25	$9.72
Value at end of period	$12.78	$10.77	$8.43	$14.26	$12.61	$12.13	$11.25
Number of accumulation units outstanding at end of period	138,656	155,590	160,660	172,542	131,122	67,535	28,440
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.45	$9.14	$18.27	$15.30	$12.45	$10.06
Value at end of period	$14.04	$12.45	$9.14	$18.27	$15.30	$12.45
Number of accumulation units outstanding at end of period	88,304	97,947	105,954	97,500	154,055	49,031
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$26.57	$22.75	$29.58	$28.71	$25.90	$25.41	$23.08	$19.96	$21.24	$21.21
Value at end of period	$28.90	$26.57	$22.75	$29.58	$28.71	$25.90	$25.41	$23.08	$19.96	$21.24
Number of accumulation units outstanding at end of period	276,559	315,851	338,065	410,842	426,361	436,951	288,602	208,270	100,967	23,176
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$15.17	$11.53	$18.69	$14.81	$11.43	$10.05
Value at end of period	$17.08	$15.17	$11.53	$18.69	$14.81	$11.43
Number of accumulation units outstanding at end of period	189,668	193,722	160,649	158,121	112,423	62,951

SDVA


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.07	$6.50	$10.06
Value at end of period	$11.68	$9.07	$6.50
Number of accumulation units outstanding at end of period	45,572	26,357	13,767
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.60	$9.87	$13.95	$12.84	$10.68	$10.23
Value at end of period	$14.22	$12.60	$9.87	$13.95	$12.84	$10.68
Number of accumulation units outstanding at end of period	126,725	122,253	96,721	98,965	93,100	28,115
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.17	$10.54
Value at end of period	$12.98	$12.17
Number of accumulation units outstanding at end of period	4,530	2,247
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.98	$11.24
Value at end of period	$14.66	$12.98
Number of accumulation units outstanding at end of period	556	628
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$12.14	$8.78	$14.86	$14.07	$12.04	$10.06
Value at end of period	$13.96	$12.14	$8.78	$14.86	$14.07	$12.04
Number of accumulation units outstanding at end of period	102,493	111,643	108,588	119,469	130,552	145,375
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$13.89	$10.06	$17.07	$16.21	$13.91	$12.40	$10.89	$8.34	$10.00
Value at end of period	$15.93	$13.89	$10.06	$17.07	$16.21	$13.91	$12.40	$10.89	$8.34
Number of accumulation units outstanding at end of period	150,292	170,424	176,836	168,973	139,169	54,637	46,615	29,810	1,482
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.00	$9.46	$12.33	$12.10	$11.22	$10.85	$10.00
Value at end of period	$15.84	$14.00	$9.46	$12.33	$12.10	$11.22	$10.85
Number of accumulation units outstanding at end of period	376,570	353,313	372,409	449,307	476,338	449,334	447,490
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$18.83	$16.61	$16.09	$14.91	$14.43	$14.21	$13.68	$13.19	$12.25	$11.80
Value at end of period	$20.08	$18.83	$16.61	$16.09	$14.91	$14.43	$14.21	$13.68	$13.19	$12.25
Number of accumulation units outstanding at end of period	1,704,867	1,580,125	1,356,952	862,232	725,870	673,582	530,901	367,672	161,644	42,619
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.54	$8.57	$13.26	$12.74	$11.01	$10.23
Value at end of period	$12.09	$10.54	$8.57	$13.26	$12.74	$11.01
Number of accumulation units outstanding at end of period	33,526	43,069	46,213	70,706	89,344	42,278
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.44	$8.42	$12.71	$12.16	$10.93	$9.96
Value at end of period	$12.19	$10.44	$8.42	$12.71	$12.16	$10.93
Number of accumulation units outstanding at end of period	160,008	186,703	181,447	124,288	52,429	38,742

SDVA


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
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	$8.89	$8.32
Number of accumulation units outstanding at end of period	168,328	95,905
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	$10.37	$9.38
Number of accumulation units outstanding at end of period	1,016,411	1,279,078
ING RETIREMENT MODERATE GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.64	$9.50
Value at end of period	$10.60	$9.64
Number of accumulation units outstanding at end of period	964,989	985,236
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.87	$9.75
Value at end of period	$10.71	$9.87
Number of accumulation units outstanding at end of period	747,161	961,001
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.73	$10.71
Value at end of period	$14.18	$12.73
Number of accumulation units outstanding at end of period	132,523	150,545
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.24	$6.73	$10.32
Value at end of period	$9.14	$8.24	$6.73
Number of accumulation units outstanding at end of period	142,525	142,141	123,949
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.55	$10.65
Value at end of period	$13.82	$12.55
Number of accumulation units outstanding at end of period	177,815	188,487
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$13.04	$11.58
Value at end of period	$16.25	$13.04
Number of accumulation units outstanding at end of period	30,837	32,327
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.51	$6.15	$9.39
Value at end of period	$10.53	$8.51	$6.15
Number of accumulation units outstanding at end of period	29,846	15,954	786
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.76	$6.99	$10.26
Value at end of period	$10.93	$8.76	$6.99
Number of accumulation units outstanding at end of period	48,465	27,755	23,673

SDVA


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.20	$9.43	$14.55	$13.38	$12.02	$11.06
Value at end of period	$15.96	$12.20	$9.43	$14.55	$13.38	$12.02
Number of accumulation units outstanding at end of period	4,833	5,413	3,750	4,235	4,419	155
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.04	$7.17	$10.18
Value at end of period	$11.10	$9.04	$7.17
Number of accumulation units outstanding at end of period	67,550	67,630	57,125
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.28	$9.30	$12.96	$12.53	$11.04	$10.18
Value at end of period	$13.87	$12.28	$9.30	$12.96	$12.53	$11.04
Number of accumulation units outstanding at end of period	810,221	851,174	769,031	639,407	395,726	175,769
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.97	$8.86	$13.91	$13.63	$11.55	$11.22	$9.76
Value at end of period	$12.49	$10.97	$8.86	$13.91	$13.63	$11.55	$11.22
Number of accumulation units outstanding at end of period	289,462	303,468	289,598	279,296	260,062	257,330	76,763
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.23	$5.83	$10.21	$10.02
Value at end of period	$9.50	$8.23	$5.83	$10.21
Number of accumulation units outstanding at end of period	47,779	31,553	18,101	35,104
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.83	$7.53	$12.80	$11.22	$9.31
Value at end of period	$10.58	$9.83	$7.53	$12.80	$11.22
Number of accumulation units outstanding at end of period	150,285	146,123	139,728	58,432	31,855
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.06	$8.44	$14.13	$13.93	$11.53	$10.49
Value at end of period	$11.81	$11.06	$8.44	$14.13	$13.93	$11.53
Number of accumulation units outstanding at end of period	113,661	119,983	110,702	116,403	73,111	1,522
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$9.27	$6.46	$10.83	$10.20	$8.81	$8.76	$7.83	$6.18	$8.93	$10.00
Value at end of period	$10.23	$9.27	$6.46	$10.83	$10.20	$8.81	$8.76	$7.83	$6.18	$8.93
Number of accumulation units outstanding at end of period	21,564	21,519	19,978	25,001	31,611	32,891	38,704	40,717	24,403	3,867
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.70	$10.24	$9.94
Value at end of period	$11.22	$10.70	$10.24
Number of accumulation units outstanding at end of period	118,891	112,347	33,796
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.61	$8.14	$13.70	$13.70	$12.10	$11.21	$10.02
Value at end of period	$11.87	$10.61	$8.14	$13.70	$13.70	$12.10	$11.21
Number of accumulation units outstanding at end of period	4,304	6,193	8,205	12,654	47,595	9,595	4,949

SDVA


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.27	$8.86	$14.07	$14.54	$12.67	$12.36	$10.69	$8.32	$10.00
Value at end of period	$12.86	$11.27	$8.86	$14.07	$14.54	$12.67	$12.36	$10.69	$8.32
Number of accumulation units outstanding at end of period	182,257	190,918	211,587	224,752	248,492	218,865	160,272	84,810	6,160
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.39	$9.39	$12.41	$12.13	$10.89	$10.32
Value at end of period	$12.64	$11.39	$9.39	$12.41	$12.13	$10.89
Number of accumulation units outstanding at end of period	218,839	222,057	229,290	118,769	85,406	56,402
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.73	$8.74	$13.02	$12.81	$11.15	$10.10
Value at end of period	$11.95	$10.73	$8.74	$13.02	$12.81	$11.15
Number of accumulation units outstanding at end of period	141,502	167,879	180,062	148,515	99,858	45,311
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.07	$9.31	$13.18	$12.26	$10.87	$9.94	$9.72
Value at end of period	$11.74	$11.07	$9.31	$13.18	$12.26	$10.87	$9.94
Number of accumulation units outstanding at end of period	95,761	85,779	133,789	118,427	136,843	144,971	33,385
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.77	$6.04	$8.94
Value at end of period	$8.15	$7.77	$6.04
Number of accumulation units outstanding at end of period	10,610	18,059	2,749
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.67	$8.11	$14.38	$14.64	$11.86	$12.12	$10.79	$8.47	$10.00
Value at end of period	$12.88	$10.67	$8.11	$14.38	$14.64	$11.86	$12.12	$10.79	$8.47
Number of accumulation units outstanding at end of period	15,907	15,494	11,818	12,345	16,278	26,508	13,783	7,507	749
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$8.05	$6.53	$10.58	$10.32	$9.17	$9.01	$8.36	$10.00
Value at end of period	$8.97	$8.05	$6.53	$10.58	$10.32	$9.17	$9.01	$8.36
Number of accumulation units outstanding at end of period	3,461	1,298	2,122	4,256	6,030	4,857	5,731	1,317
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.75	$7.44	$13.42	$11.82	$10.16	$9.49	$8.38	$10.00
Value at end of period	$9.91	$9.75	$7.44	$13.42	$11.82	$10.16	$9.49	$8.38
Number of accumulation units outstanding at end of period	8,096	5,465	8,225	8,954	10,395	10,342	11,091	7,306
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$6.22	$4.75	$7.74	$8.24	$7.55	$8.28	$9.38	$10.00
Value at end of period	$5.18	$6.22	$4.75	$7.74	$8.24	$7.55	$8.28	$9.38
Number of accumulation units outstanding at end of period	52,573	35,221	38,392	40,425	53,562	51,285	35,487	16,785

SDVA


Condensed Financial Information (continued)





Separate Account Annual Charges of 1.90%

	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	$9.44	$7.96	$9.62
Value at end of period	$10.17	$9.44	$7.96
Number of accumulation units outstanding at end of period	12,692	24,268	17,229
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$10.95	$8.93	$12.67	$13.26	$11.32	$10.19
Value at end of period	$13.58	$10.95	$8.93	$12.67	$13.26	$11.32
Number of accumulation units outstanding at end of period	0	1,239	7,125	10,744	11,104	11,597
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$13.12	$9.87	$17.56	$15.26	$13.96	$12.20	$10.80	$8.59	$9.68	$10.00
Value at end of period	$15.05	$13.12	$9.87	$17.56	$15.26	$13.96	$12.20	$10.80	$8.59	$9.68
Number of accumulation units outstanding at end of period	20,770	63,550	112,124	167,342	165,314	155,560	117,473	73,653	26,329	8,281
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.36	$7.35	$13.10	$13.19	$11.21	$10.82	$9.92	$7.78	$9.57	$10.00
Value at end of period	$10.56	$9.36	$7.35	$13.10	$13.19	$11.21	$10.82	$9.92	$7.78	$9.57
Number of accumulation units outstanding at end of period	17,511	43,756	122,027	147,298	133,068	139,709	3,034,707	1,794,730	24,657	9,493
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.67	$7.16	$9.92
Value at end of period	$9.52	$8.67	$7.16
Number of accumulation units outstanding at end of period	0	1,019	126
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.87	$8.97	$10.13
Value at end of period	$10.27	$9.87	$8.97
Number of accumulation units outstanding at end of period	31,616	56,479	57,287
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.92	$8.53	$14.07	$13.72	$12.21	$11.82	$10.97	$10.00
Value at end of period	$11.88	$10.92	$8.53	$14.07	$13.72	$12.21	$11.82	$10.97
Number of accumulation units outstanding at end of period	77,035	123,513	203,674	282,053	275,143	259,406	9,395,072	1,387,064
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.74	$8.63	$15.79	$14.40	$13.39	$11.80	$10.75	$10.00
Value at end of period	$13.60	$11.74	$8.63	$15.79	$14.40	$13.39	$11.80	$10.75
Number of accumulation units outstanding at end of period	71,213	156,771	315,600	378,379	365,547	361,680	12,085,363	1,785,979
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.16	$12.29	$21.78	$18.59	$16.01	$13.50	$11.60	$10.00
Value at end of period	$17.96	$17.16	$12.29	$21.78	$18.59	$16.01	$13.50	$11.60
Number of accumulation units outstanding at end of period	35,614	87,804	137,719	186,510	174,458	156,496	3,432,847	564,361
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.04	$11.45
Value at end of period	$14.42	$13.04
Number of accumulation units outstanding at end of period	0	553

SDVA

A10


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.04	$11.06	$20.00	$17.50	$13.81	$12.20	$10.55	$8.20	$10.00
Value at end of period	$13.67	$13.04	$11.06	$20.00	$17.50	$13.81	$12.20	$10.55	$8.20
Number of accumulation units outstanding at end of period	8,924	31,711	51,840	77,444	74,000	53,936	3,062,604	582,823	2,717
ING BALANCED PORTFOLIO
(Fund first available during April 2006)
Value at beginning of period	$8.86	$7.59	$10.79	$10.44	$10.01
Value at end of period	$9.89	$8.86	$7.59	$10.79	$10.44
Number of accumulation units outstanding at end of period	19,122	22,495	24,621	29,770	34,865
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.86	$7.44	$12.90	$12.40	$10.97	$10.42
Value at end of period	$12.24	$9.86	$7.44	$12.90	$12.40	$10.97
Number of accumulation units outstanding at end of period	2,304	12,738	54,352	53,674	15,523	17,235
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.55	$9.97
Value at end of period	$10.91	$10.55
Number of accumulation units outstanding at end of period	9,366	13,288
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.74	$7.62	$12.76	$12.18	$11.59	$11.18
Value at end of period	$10.84	$9.74	$7.62	$12.76	$12.18	$11.59
Number of accumulation units outstanding at end of period	5,590	17,922	28,574	37,675	47,308	44,540
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.14	$8.26	$13.01	$12.72	$11.14	$11.03
Value at end of period	$9.95	$9.14	$8.26	$13.01	$12.72	$11.14
Number of accumulation units outstanding at end of period	0	2,882	3,201	4,759	4,804	3,528
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.70	$6.48	$9.99
Value at end of period	$11.24	$9.70	$6.48
Number of accumulation units outstanding at end of period	3,437	4,612	3,252
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.31	$7.11	$12.35	$13.58	$11.42
Value at end of period	$10.60	$9.31	$7.11	$12.35	$13.58
Number of accumulation units outstanding at end of period	283	2,911	8,882	13,622	13,045
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.91	$10.43	$17.30	$21.44	$15.88	$13.86	$9.70
Value at end of period	$17.46	$13.91	$10.43	$17.30	$21.44	$15.88	$13.86
Number of accumulation units outstanding at end of period	1,208	8,509	20,724	46,503	61,826	41,575	1,760,569
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.01	$6.54	$10.12	$10.02	$10.19
Value at end of period	$9.84	$8.01	$6.54	$10.12	$10.02
Number of accumulation units outstanding at end of period	139	865	4,994	4,112	5,452

SDVA

A11


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during February 2006)
Value at beginning of period	$8.70	$6.74	$11.31	$11.07	$9.96
Value at end of period	$9.57	$8.70	$6.74	$11.31	$11.07
Number of accumulation units outstanding at end of period	5,455	10,587	19,769	21,550	18,010
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.17	$6.00	$8.86
Value at end of period	$8.78	$7.17	$6.00
Number of accumulation units outstanding at end of period	0	0	171
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.03	$8.81	$14.76	$13.15	$11.97	$11.08
Value at end of period	$15.15	$12.03	$8.81	$14.76	$13.15	$11.97
Number of accumulation units outstanding at end of period	3,603	31,150	57,885	62,177	32,111	22,982
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.85	$7.61	$10.96	$10.89	$9.98
Value at end of period	$10.92	$9.85	$7.61	$10.96	$10.89
Number of accumulation units outstanding at end of period	18,797	26,341	81,432	106,851	42,469
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.97	$7.23	$11.85	$12.70
Value at end of period	$9.82	$8.97	$7.23	$11.85
Number of accumulation units outstanding at end of period	5,200	23,366	68,923	70,039
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.72	$6.04	$9.57	$10.09
Value at end of period	$8.39	$7.72	$6.04	$9.57
Number of accumulation units outstanding at end of period	2,518	9,173	34,671	33,974
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.21	$12.02	$20.76	$15.88	$13.33	$10.22
Value at end of period	$19.34	$16.21	$12.02	$20.76	$15.88	$13.33
Number of accumulation units outstanding at end of period	4,139	14,729	38,394	43,464	47,838	14,432
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.74	$6.07	$9.26
Value at end of period	$8.64	$7.74	$6.07
Number of accumulation units outstanding at end of period	14,898	365,489	539,831
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.92	$10.80
Value at end of period	$13.62	$12.92
Number of accumulation units outstanding at end of period	207	39
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.45	$7.00	$11.40	$11.09	$9.89	$9.59	$8.87	$7.18	$9.36	$10.00
Value at end of period	$9.41	$8.45	$7.00	$11.40	$11.09	$9.89	$9.59	$8.87	$7.18	$9.36
Number of accumulation units outstanding at end of period	26,700	267,105	1,162,616	1,006,831	121,893	127,326	1,954,792	957,662	26,792	4,667

SDVA

A12


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$11.89	$9.22	$15.09	$14.62	$13.65	$12.56	$11.00	$8.49	$9.87	$10.00
Value at end of period	$14.18	$11.89	$9.22	$15.09	$14.62	$13.65	$12.56	$11.00	$8.49	$9.87
Number of accumulation units outstanding at end of period	37,177	81,040	129,754	170,272	204,576	215,751	770,708	113,912	97,941	4,408
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$11.64	$9.53	$14.64	$15.96	$14.34	$13.61	$11.40	$8.55	$10.07	$10.00
Value at end of period	$13.98	$11.64	$9.53	$14.64	$15.96	$14.34	$13.61	$11.40	$8.55	$10.07
Number of accumulation units outstanding at end of period	21,895	64,677	104,324	153,572	172,412	176,453	711,336	101,972	69,821	5,763
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.39	$9.52	$10.62	$10.25	$10.06	$10.03
Value at end of period	$11.16	$10.39	$9.52	$10.62	$10.25	$10.06
Number of accumulation units outstanding at end of period	132,398	752,666	780,147	105,617	68,813	38,902
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$7.55	$6.36
Value at end of period	$7.98	$7.55
Number of accumulation units outstanding at end of period	954	27,336
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$12.44	$9.29	$18.57	$15.66	$12.98	$11.44	$10.31
Value at end of period	$13.91	$12.44	$9.29	$18.57	$15.66	$12.98	$11.44
Number of accumulation units outstanding at end of period	6,728	22,656	49,979	63,930	6,521	2,118	1,251,267
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$19.91	$11.83	$24.75	$18.22	$13.68	$10.34
Value at end of period	$23.50	$19.91	$11.83	$24.75	$18.22	$13.68
Number of accumulation units outstanding at end of period	9,123	18,896	36,266	50,695	30,698	12,577
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.62	$11.05	$16.83	$16.76	$14.66	$13.78	$11.65	$9.13	$10.00
Value at end of period	$16.43	$13.62	$11.05	$16.83	$16.76	$14.66	$13.78	$11.65	$9.13
Number of accumulation units outstanding at end of period	8,479	22,817	37,233	53,606	120,976	141,544	143,912	82,437	2,029
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.25	$9.81	$14.27	$14.80	$12.93	$13.63	$10.30	$7.82	$10.00
Value at end of period	$15.23	$12.25	$9.81	$14.27	$14.80	$12.93	$13.63	$10.30	$7.82
Number of accumulation units outstanding at end of period	3,714	14,494	53,162	67,737	70,056	83,207	2,099,655	1,006,794	2,735
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during December 2004)
Value at beginning of period	$12.01	$8.59	$12.09	$11.04	$10.66	$10.45	$10.48
Value at end of period	$13.46	$12.01	$8.59	$12.09	$11.04	$10.66	$10.45
Number of accumulation units outstanding at end of period	423	4,747	3,277	8,614	10,224	12,100	45,863
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.12	$7.81	$13.13	$13.64	$12.64	$11.59	$10.80	$10.00
Value at end of period	$12.32	$10.12	$7.81	$13.13	$13.64	$12.64	$11.59	$10.80
Number of accumulation units outstanding at end of period	9,841	16,175	17,908	22,089	19,873	26,458	1,947,332	291,189
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.20	$15.45	$15.37	$14.93	$14.54	$14.42	$14.57	$14.70	$14.81	$14.76
Value at end of period	$14.91	$15.20	$15.45	$15.37	$14.93	$14.54	$14.42	$14.57	$14.70	$14.81
Number of accumulation units outstanding at end of period	77,354	229,816	701,838	517,187	423,630	301,712	5,864,378	5,938,918	130,083	45,601


SDVA		A13


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during December 2003)
Value at beginning of period	$10.57	$9.07	$14.59	$14.28	$12.37	$11.96	$11.09	$10.00
Value at end of period	$12.15	$10.57	$9.07	$14.59	$14.28	$12.37	$11.96	$11.09
Number of accumulation units outstanding at end of period	12,644	17,752	22,015	25,164	25,181	21,046	2,375,113	2,433,238
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.20	$8.06	$13.76	$12.29	$11.94	$11.17	$9.69
Value at end of period	$11.99	$10.20	$8.06	$13.76	$12.29	$11.94	$11.17
Number of accumulation units outstanding at end of period	5,310	8,390	14,633	16,444	12,344	10,443	5,851,107
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.90	$8.82	$17.81	$15.06	$12.37	$10.31
Value at end of period	$13.29	$11.90	$8.82	$17.81	$15.06	$12.37
Number of accumulation units outstanding at end of period	4,915	14,353	26,068	29,695	27,358	27,718
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.94	$19.83	$26.03	$25.52	$23.24	$23.02	$21.12	$18.44	$19.81	$19.87
Value at end of period	$24.72	$22.94	$19.83	$26.03	$25.52	$23.24	$23.02	$21.12	$18.44	$19.81
Number of accumulation units outstanding at end of period	27,916	51,059	105,511	159,237	167,405	157,559	6,519,914	5,686,198	58,555	8,837
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.50	$11.13	$18.21	$14.58	$11.36	$10.15
Value at end of period	$16.17	$14.50	$11.13	$18.21	$14.58	$11.36
Number of accumulation units outstanding at end of period	6,345	16,107	41,108	45,911	43,360	31,643
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.93	$6.45	$10.05
Value at end of period	$11.38	$8.93	$6.45
Number of accumulation units outstanding at end of period	2,528	2,471	3,230
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.04	$9.52	$13.59	$12.63	$10.61	$10.19
Value at end of period	$13.46	$12.04	$9.52	$13.59	$12.63	$10.61
Number of accumulation units outstanding at end of period	1,479	8,253	26,935	42,628	35,898	19,921
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.09	$11.45
Value at end of period	$12.77	$12.09
Number of accumulation units outstanding at end of period	9,262	10,054
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.89	$10.67
Value at end of period	$14.41	$12.89
Number of accumulation units outstanding at end of period	1,053	1,053
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$11.60	$8.47	$14.47	$13.85	$11.96	$10.06
Value at end of period	$13.21	$11.60	$8.47	$14.47	$13.85	$11.96
Number of accumulation units outstanding at end of period	5,683	22,899	44,624	61,537	69,753	74,094

SDVA

A14


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$12.90	$9.44	$16.16	$15.49	$13.43	$12.09	$10.71	$8.28	$10.00
Value at end of period	$14.66	$12.90	$9.44	$16.16	$15.49	$13.43	$12.09	$10.71	$8.28
Number of accumulation units outstanding at end of period	932	5,829	11,592	16,883	14,129	7,670	19,568	16,760	193
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.26	$9.05	$11.90	$11.80	$11.04	$10.78	$10.00
Value at end of period	$14.86	$13.26	$9.05	$11.90	$11.80	$11.04	$10.78
Number of accumulation units outstanding at end of period	32,939	78,581	139,311	198,252	204,294	182,920	8,122,576
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.26	$14.48	$14.16	$13.25	$12.95	$12.88	$12.52	$12.18	$11.43	$11.05
Value at end of period	$17.17	$16.26	$14.48	$14.16	$13.25	$12.95	$12.88	$12.52	$12.18	$11.43
Number of accumulation units outstanding at end of period	62,865	203,467	266,687	240,250	188,700	191,646	6,098,052	5,824,732	280,008	20,362
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.07	$8.27	$12.92	$12.53	$10.94	$10.77
Value at end of period	$11.45	$10.07	$8.27	$12.92	$12.53	$10.94
Number of accumulation units outstanding at end of period	2,364	7,846	19,744	24,688	25,524	24,534
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98	$8.13	$12.39	$11.97	$10.86	$10.47
Value at end of period	$11.54	$9.98	$8.13	$12.39	$11.97	$10.86
Number of accumulation units outstanding at end of period	571	16,771	101,456	101,887	21,668	13,303
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	$8.79	$8.31
Number of accumulation units outstanding at end of period	8,138	5,518
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.25	$9.36
Number of accumulation units outstanding at end of period	67,771	97,900
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	$10.48	$9.62
Number of accumulation units outstanding at end of period	58,654	120,945
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	$10.58	$9.85
Number of accumulation units outstanding at end of period	96,198	150,309
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.64	$10.83
Value at end of period	$13.95	$12.64
Number of accumulation units outstanding at end of period	30,002	50,632

SDVA

A15


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$8.10	$6.90
Value at end of period	$8.90	$8.10
Number of accumulation units outstanding at end of period	11,243	23,682
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.46	$10.63
Value at end of period	$13.59	$12.46
Number of accumulation units outstanding at end of period	17,824	45,844
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.95	$11.55
Value at end of period	$15.99	$12.95
Number of accumulation units outstanding at end of period	293	1,435
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$8.37	$6.11	$8.61
Value at end of period	$10.26	$8.37	$6.11
Number of accumulation units outstanding at end of period	2,074	5,389	303
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$8.61	$6.94	$10.31
Value at end of period	$10.65	$8.61	$6.94
Number of accumulation units outstanding at end of period	1,204	3,997	6,375
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.66	$9.10	$14.18	$13.16	$11.94	$11.12
Value at end of period	$15.11	$11.66	$9.10	$14.18	$13.16	$11.94
Number of accumulation units outstanding at end of period	0	330	883	975	2,134	1,178
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.89	$7.12	$9.54
Value at end of period	$10.82	$8.89	$7.12
Number of accumulation units outstanding at end of period	269	269	1,880
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.73	$8.98	$12.62	$12.33	$10.96	$10.05
Value at end of period	$13.13	$11.73	$8.98	$12.62	$12.33	$10.96
Number of accumulation units outstanding at end of period	6,332	61,718	153,663	193,477	144,645	51,306
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$10.38	$8.47	$13.42	$13.28	$11.37	$11.15	$10.07
Value at end of period	$11.71	$10.38	$8.47	$13.42	$13.28	$11.37	$11.15
Number of accumulation units outstanding at end of period	5,310	21,599	50,205	75,180	44,680	36,115	5,039,682
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.02	$5.73	$10.14	$10.30
Value at end of period	$9.17	$8.02	$5.73	$10.14
Number of accumulation units outstanding at end of period	2,205	3,578	1,263	576

SDVA

A16


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.49	$7.34	$12.60	$11.15	$9.61
Value at end of period	$10.11	$9.49	$7.34	$12.60	$11.15
Number of accumulation units outstanding at end of period	7,421	21,983	37,621	16,971	5,116
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.57	$8.15	$13.77	$13.70	$11.46	$10.28
Value at end of period	$11.17	$10.57	$8.15	$13.77	$13.70	$11.46
Number of accumulation units outstanding at end of period	0	4,561	13,985	25,283	16,003	6,246
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$8.54	$6.01	$10.18	$9.68	$8.44	$8.47	$7.65	$6.09	$8.89	$10.00
Value at end of period	$9.33	$8.54	$6.01	$10.18	$9.68	$8.44	$8.47	$7.65	$6.09	$8.89
Number of accumulation units outstanding at end of period	3,273	15,748	27,003	35,639	43,384	51,164	52,656	57,505	27,828	5,621
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$10.52	$10.16	$9.96
Value at end of period	$10.93	$10.52	$10.16
Number of accumulation units outstanding at end of period	4,501	8,500	7,903
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.04	$7.78	$13.22	$13.35	$11.91	$11.13	$10.01
Value at end of period	$11.13	$10.04	$7.78	$13.22	$13.35	$11.91	$11.13
Number of accumulation units outstanding at end of period	374	634	634	2,055	1,795	2,950	2,964
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.47	$8.30	$13.33	$13.90	$12.23	$12.05	$10.52	$8.27	$10.00
Value at end of period	$11.83	$10.47	$8.30	$13.33	$13.90	$12.23	$12.05	$10.52	$8.27
Number of accumulation units outstanding at end of period	6,991	22,655	39,124	57,070	95,691	98,322	177,317	54,491	2,102
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.88	$9.06	$12.09	$11.93	$10.82	$10.48
Value at end of period	$11.96	$10.88	$9.06	$12.09	$11.93	$10.82
Number of accumulation units outstanding at end of period	1,184	12,316	33,284	21,895	15,076	28,433
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.25	$8.43	$12.68	$12.60	$11.07	$10.68
Value at end of period	$11.31	$10.25	$8.43	$12.68	$12.60	$11.07
Number of accumulation units outstanding at end of period	9,551	25,385	36,970	41,623	38,660	18,860
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.48	$8.90	$12.72	$11.95	$10.69	$9.87	$9.95
Value at end of period	$11.00	$10.48	$8.90	$12.72	$11.95	$10.69	$9.87
Number of accumulation units outstanding at end of period	6,985	19,291	64,844	65,076	71,746	69,489	592,804
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.91	$7.61	$13.61	$13.99	$11.45	$11.81	$10.61	$8.41	$10.00
Value at end of period	$11.85	$9.91	$7.61	$13.61	$13.99	$11.45	$11.81	$10.61	$8.41
Number of accumulation units outstanding at end of period	0	3,413	3,826	3,829	6,541	6,543	668,459	510,398	0

SDVA

A17


Condensed Financial Information (continued)




	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$7.40	$6.07	$9.93	$9.77	$8.76	$8.69	$8.14	$10.00
Value at end of period	$8.18	$7.40	$6.07	$9.93	$9.77	$8.76	$8.69	$8.14
Number of accumulation units outstanding at end of period	0	178	564	565	9,584	22,904	1,940,698	1,278,503
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$8.97	$6.91	$12.58	$11.19	$9.71	$9.16	$8.17	$10.00
Value at end of period	$9.03	$8.97	$6.91	$12.58	$11.19	$9.71	$9.16	$8.17
Number of accumulation units outstanding at end of period	626	1,106	6,107	5,976	6,151	7,232	557,626	445,959
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.86	$4.52	$7.42	$7.98	$7.39	$8.17	$9.35	$10.00
Value at end of period	$4.82	$5.86	$4.52	$7.42	$7.98	$7.39	$8.17	$9.35
Number of accumulation units outstanding at end of period	10,865	19,533	25,041	32,867	37,896	35,267	1,007,799	812,145

SDVA

A18

PART B

Statement of Additional Information

ING SmartDesign Variable Annuity

Deferred Combination Variable and Fixed Annuity Contract

Issued by

SEPARATE ACCOUNT B

ING USA ANNUITY AND LIFE INSURANCE COMPANY

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

DATE OF PROSPECTUS AND

STATEMENT OF ADDITIONAL INFORMATION:

April 29, 2011

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
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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

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ING USA ANNUITY AND LIFE INSURANCE COMPANY
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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
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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
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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

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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

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ING USA ANNUITY AND LIFE INSURANCE COMPANY
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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;

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ING USA ANNUITY AND LIFE INSURANCE COMPANY
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§	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
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		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
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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
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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 0.95%

	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	$9.61	$8.02	$10.31
Value at end of period	$10.44	$9.61	$8.02
Number of accumulation units outstanding at end of period	281,015	289,884	157,683
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$11.46	$9.25	$13.00	$13.48	$11.40	$10.15
Value at end of period	$14.35	$11.46	$9.25	$13.00	$13.48	$11.40
Number of accumulation units outstanding at end of period	28,803	29,230	27,505	29,920	34,140	47,910
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$14.23	$10.61	$18.69	$16.09	$14.57	$12.61	$11.06	$8.71	$9.73	$10.00
Value at end of period	$16.49	$14.23	$10.61	$18.69	$16.09	$14.57	$12.61	$11.06	$8.71	$9.73
Number of accumulation units outstanding at end of period	741,477	825,559	867,530	908,267	905,470	713,743	551,666	327,190	86,387	23,962
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$10.16	$7.90	$13.94	$13.90	$11.70	$11.19	$10.16	$7.89	$9.61	$10.00
Value at end of period	$11.57	$10.16	$7.90	$13.94	$13.90	$11.70	$11.19	$10.16	$7.89	$9.61
Number of accumulation units outstanding at end of period	293,761	347,831	401,729	429,511	420,104	514,374	519,515	308,618	137,711	26,226
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.81	$7.21	$10.16
Value at end of period	$9.77	$8.81	$7.21
Number of accumulation units outstanding at end of period	31,953	44,294	6,595
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$10.04	$9.04	$10.14
Value at end of period	$10.55	$10.04	$9.04
Number of accumulation units outstanding at end of period	222,517	163,350	44,947
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.61	$8.98	$14.67	$14.17	$12.48	$11.97	$11.01	$10.00
Value at end of period	$12.75	$11.61	$8.98	$14.67	$14.17	$12.48	$11.97	$11.01
Number of accumulation units outstanding at end of period	906,288	933,504	955,255	934,992	897,306	811,729	468,147	61,848
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.48	$9.09	$16.46	$14.87	$13.69	$11.96	$10.79	$10.00
Value at end of period	$14.60	$12.48	$9.09	$16.46	$14.87	$13.69	$11.96	$10.79
Number of accumulation units outstanding at end of period	1,093,288	1,164,673	1,160,067	1,132,944	1,117,857	946,920	479,213	67,367

SDVA

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	$18.25	$12.94	$22.71	$19.20	$16.38	$13.67	$11.64	$10.00
Value at end of period	$19.28	$18.25	$12.94	$22.71	$19.20	$16.38	$13.67	$11.64
Number of accumulation units outstanding at end of period	597,878	629,054	627,231	637,013	593,924	533,978	313,605	40,608
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.13	$10.69
Value at end of period	$14.66	$13.13
Number of accumulation units outstanding at end of period	27,911	4,071
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.04	$11.79	$21.12	$18.31	$14.31	$12.52	$10.72	$8.25	$10.00
Value at end of period	$14.86	$14.04	$11.79	$21.12	$18.31	$14.31	$12.52	$10.72	$8.25
Number of accumulation units outstanding at end of period	251,364	295,437	329,488	359,311	317,079	228,564	150,528	37,732	3,926
ING BALANCED PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$9.18	$7.79	$10.97	$10.51	$10.01
Value at end of period	$10.34	$9.18	$7.79	$10.97	$10.51
Number of accumulation units outstanding at end of period	40,273	37,426	44,100	63,472	96,281
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.32	$7.71	$13.24	$12.60	$11.04	$10.00
Value at end of period	$12.93	$10.32	$7.71	$13.24	$12.60	$11.04
Number of accumulation units outstanding at end of period	203,769	230,323	193,360	205,623	141,657	72,996
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.62	$9.94
Value at end of period	$11.10	$10.62
Number of accumulation units outstanding at end of period	297,809	160,538
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.19	$7.90	$13.09	$12.38	$11.67	$10.62
Value at end of period	$11.45	$10.19	$7.90	$13.09	$12.38	$11.67
Number of accumulation units outstanding at end of period	75,399	107,232	191,117	164,463	171,116	117,504
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.56	$8.56	$13.36	$12.93	$11.22	$10.98
Value at end of period	$10.52	$9.56	$8.56	$13.36	$12.93	$11.22
Number of accumulation units outstanding at end of period	11,179	8,844	11,162	11,924	15,652	4,666
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.86	$6.52	$9.99
Value at end of period	$11.54	$9.86	$6.52
Number of accumulation units outstanding at end of period	54,469	38,668	18,329
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.65	$7.30	$12.55	$13.67	$10.87
Value at end of period	$11.08	$9.65	$7.30	$12.55	$13.67
Number of accumulation units outstanding at end of period	51,721	74,367	71,878	44,959	48,430

SDVA

CFI 2


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.69	$10.91	$17.92	$22.00	$16.13	$13.95	$10.87
Value at end of period	$18.62	$14.69	$10.91	$17.92	$22.00	$16.13	$13.95
Number of accumulation units outstanding at end of period	101,978	117,506	113,525	115,394	126,148	119,731	27,720
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.30	$6.72	$10.29	$10.08	$10.05
Value at end of period	$10.29	$8.30	$6.72	$10.29	$10.08
Number of accumulation units outstanding at end of period	86,773	110,539	149,933	127,183	77,168
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during January 2006)
Value at beginning of period	$9.05	$6.95	$11.54	$11.18	$10.26
Value at end of period	$10.05	$9.05	$6.95	$11.54	$11.18
Number of accumulation units outstanding at end of period	177,200	179,609	158,615	112,120	53,296
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.29	$6.04	$10.18
Value at end of period	$9.02	$7.29	$6.04
Number of accumulation units outstanding at end of period	23,032	544	434
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.59	$9.13	$15.15	$13.36	$12.05	$9.96
Value at end of period	$16.01	$12.59	$9.13	$15.15	$13.36	$12.05
Number of accumulation units outstanding at end of period	191,885	167,288	171,019	187,448	128,496	26,655
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.21	$7.81	$11.14	$10.96	$10.02
Value at end of period	$11.42	$10.21	$7.81	$11.14	$10.96
Number of accumulation units outstanding at end of period	484,267	557,839	433,035	335,395	172,105
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.21	$7.35	$11.92	$12.48
Value at end of period	$10.18	$9.21	$7.35	$11.92
Number of accumulation units outstanding at end of period	190,772	202,810	204,722	168,065
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.92	$6.14	$9.64	$10.14
Value at end of period	$8.69	$7.92	$6.14	$9.64
Number of accumulation units outstanding at end of period	80,827	77,286	69,684	62,482
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.96	$12.45	$21.31	$16.14	$13.42	$9.56
Value at end of period	$20.44	$16.96	$12.45	$21.31	$16.14	$13.42
Number of accumulation units outstanding at end of period	110,861	149,093	127,955	96,378	59,314	38,316
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.90	$6.13	$9.66
Value at end of period	$8.91	$7.90	$6.13
Number of accumulation units outstanding at end of period	1,657,053	1,371,537	1,055,301

SDVA

CFI 3


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.00	$10.19
Value at end of period	$13.85	$13.00
Number of accumulation units outstanding at end of period	21,460	12,052
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$9.16	$7.52	$12.13	$11.69	$10.33	$9.92	$9.08	$7.28	$9.40	$10.00
Value at end of period	$10.31	$9.16	$7.52	$12.13	$11.69	$10.33	$9.92	$9.08	$7.28	$9.40
Number of accumulation units outstanding at end of period	2,357,494	2,858,096	1,834,630	1,639,937	397,879	407,086	418,924	334,015	141,983	16,897
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$12.90	$9.91	$16.06	$15.41	$14.26	$12.98	$11.27	$8.61	$9.91	$10.00
Value at end of period	$15.54	$12.90	$9.91	$16.06	$15.41	$14.26	$12.98	$11.27	$8.61	$9.91
Number of accumulation units outstanding at end of period	337,984	370,245	344,429	393,916	470,325	530,496	517,452	312,714	133,786	25,943
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$12.63	$10.24	$15.58	$16.82	$14.97	$14.07	$11.67	$8.67	$10.11	$10.00
Value at end of period	$15.32	$12.63	$10.24	$15.58	$16.82	$14.97	$14.07	$11.67	$8.67	$10.11
Number of accumulation units outstanding at end of period	245,499	277,071	259,992	285,715	328,082	388,229	336,053	212,622	97,304	18,193
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.87	$9.87	$10.90	$10.42	$10.13	$10.04
Value at end of period	$11.80	$10.87	$9.87	$10.90	$10.42	$10.13
Number of accumulation units outstanding at end of period	2,931,067	2,146,877	1,471,381	359,648	249,344	99,176
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.68	$6.09	$10.26
Value at end of period	$8.19	$7.68	$6.09
Number of accumulation units outstanding at end of period	100,627	95,951	809
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during November 2004)
Value at beginning of period	$13.14	$9.72	$19.24	$16.07	$13.19	$11.52	$10.69
Value at end of period	$14.83	$13.14	$9.72	$19.24	$16.07	$13.19	$11.52
Number of accumulation units outstanding at end of period	84,965	92,749	88,500	99,303	22,452	10,207	1,302
ING JAPAN TOPIX INDEX® PORTFOLIO
(Funds were first received in this option during April 2010)
Value at beginning of period	$10.73
Value at end of period	$11.11
Number of accumulation units outstanding at end of period	753
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.84	$12.26	$25.41	$18.52	$13.77	$10.28
Value at end of period	$24.83	$20.84	$12.26	$25.41	$18.52	$13.77
Number of accumulation units outstanding at end of period	108,658	140,300	134,627	135,439	102,809	38,991
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.67	$11.79	$17.77	$17.53	$15.19	$14.14	$11.84	$9.19	$10.00
Value at end of period	$17.87	$14.67	$11.79	$17.77	$17.53	$15.19	$14.14	$11.84	$9.19
Number of accumulation units outstanding at end of period	88,208	73,106	72,668	88,982	99,336	131,775	110,487	50,682	7,703
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.19	$10.46	$15.07	$15.48	$13.40	$13.63	$10.46	$7.87	$10.00
Value at end of period	$16.56	$13.19	$10.46	$15.07	$15.48	$13.40	$13.63	$10.46	$7.87
Number of accumulation units outstanding at end of period	108,636	104,806	100,668	113,966	122,935	109,313	85,598	30,406	2,395


SDVA		CFI 4


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.68	$8.99	$12.53	$11.33	$10.83	$10.52	$9.93
Value at end of period	$14.35	$12.68	$8.99	$12.53	$11.33	$10.83	$10.52
Number of accumulation units outstanding at end of period	87,878	83,827	45,525	48,061	54,505	56,706	12,323
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.75	$8.23	$13.69	$14.09	$12.93	$11.74	$10.83	$10.00
Value at end of period	$13.22	$10.75	$8.23	$13.69	$14.09	$12.93	$11.74	$10.83
Number of accumulation units outstanding at end of period	31,091	35,599	34,077	44,917	61,704	74,488	74,276	856
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$18.60	$18.72	$18.45	$17.75	$17.12	$16.81	$16.82	$16.86	$16.78	$16.64
Value at end of period	$18.42	$18.60	$18.72	$18.45	$17.75	$17.12	$16.81	$16.82	$16.86	$16.78
Number of accumulation units outstanding at end of period	1,126,651	1,483,805	1,679,566	818,125	379,225	191,796	298,469	174,559	125,682	10,855
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during December 2003)
Value at beginning of period	$11.24	$9.55	$15.21	$14.74	$12.66	$12.11	$11.13	$10.00
Value at end of period	$13.04	$11.24	$9.55	$15.21	$14.74	$12.66	$12.11	$11.13
Number of accumulation units outstanding at end of period	25,125	22,543	20,017	20,285	32,046	5,318	4,991	3,929
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.77	$8.43	$14.26	$12.61	$12.13	$11.25	$9.72
Value at end of period	$12.78	$10.77	$8.43	$14.26	$12.61	$12.13	$11.25
Number of accumulation units outstanding at end of period	138,656	155,590	160,660	172,542	131,122	67,535	28,440
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.45	$9.14	$18.27	$15.30	$12.45	$10.06
Value at end of period	$14.04	$12.45	$9.14	$18.27	$15.30	$12.45
Number of accumulation units outstanding at end of period	88,304	97,947	105,954	97,500	154,055	49,031
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$26.57	$22.75	$29.58	$28.71	$25.90	$25.41	$23.08	$19.96	$21.24	$21.21
Value at end of period	$28.90	$26.57	$22.75	$29.58	$28.71	$25.90	$25.41	$23.08	$19.96	$21.24
Number of accumulation units outstanding at end of period	276,559	315,851	338,065	410,842	426,361	436,951	288,602	208,270	100,967	23,176
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$15.17	$11.53	$18.69	$14.81	$11.43	$10.05
Value at end of period	$17.08	$15.17	$11.53	$18.69	$14.81	$11.43
Number of accumulation units outstanding at end of period	189,668	193,722	160,649	158,121	112,423	62,951
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.07	$6.50	$10.06
Value at end of period	$11.68	$9.07	$6.50
Number of accumulation units outstanding at end of period	45,572	26,357	13,767
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.60	$9.87	$13.95	$12.84	$10.68	$10.23
Value at end of period	$14.22	$12.60	$9.87	$13.95	$12.84	$10.68
Number of accumulation units outstanding at end of period	126,725	122,253	96,721	98,965	93,100	28,115

SDVA

CFI 5


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.17	$10.54
Value at end of period	$12.98	$12.17
Number of accumulation units outstanding at end of period	4,530	2,247
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.98	$11.24
Value at end of period	$14.66	$12.98
Number of accumulation units outstanding at end of period	556	628
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$12.14	$8.78	$14.86	$14.07	$12.04	$10.06
Value at end of period	$13.96	$12.14	$8.78	$14.86	$14.07	$12.04
Number of accumulation units outstanding at end of period	102,493	111,643	108,588	119,469	130,552	145,375
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$13.89	$10.06	$17.07	$16.21	$13.91	$12.40	$10.89	$8.34	$10.00
Value at end of period	$15.93	$13.89	$10.06	$17.07	$16.21	$13.91	$12.40	$10.89	$8.34
Number of accumulation units outstanding at end of period	150,292	170,424	176,836	168,973	139,169	54,637	46,615	29,810	1,482
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.00	$9.46	$12.33	$12.10	$11.22	$10.85	$10.00
Value at end of period	$15.84	$14.00	$9.46	$12.33	$12.10	$11.22	$10.85
Number of accumulation units outstanding at end of period	376,570	353,313	372,409	449,307	476,338	449,334	447,490
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$18.83	$16.61	$16.09	$14.91	$14.43	$14.21	$13.68	$13.19	$12.25	$11.80
Value at end of period	$20.08	$18.83	$16.61	$16.09	$14.91	$14.43	$14.21	$13.68	$13.19	$12.25
Number of accumulation units outstanding at end of period	1,704,867	1,580,125	1,356,952	862,232	725,870	673,582	530,901	367,672	161,644	42,619
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.54	$8.57	$13.26	$12.74	$11.01	$10.23
Value at end of period	$12.09	$10.54	$8.57	$13.26	$12.74	$11.01
Number of accumulation units outstanding at end of period	33,526	43,069	46,213	70,706	89,344	42,278
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.44	$8.42	$12.71	$12.16	$10.93	$9.96
Value at end of period	$12.19	$10.44	$8.42	$12.71	$12.16	$10.93
Number of accumulation units outstanding at end of period	160,008	186,703	181,447	124,288	52,429	38,742
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	$8.89	$8.32
Number of accumulation units outstanding at end of period	168,328	95,905
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	$10.37	$9.38
Number of accumulation units outstanding at end of period	1,016,411	1,279,078

SDVA

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	$9.64	$9.50
Value at end of period	$10.60	$9.64
Number of accumulation units outstanding at end of period	964,989	985,236
ING RETIREMENT MODERATE PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.87	$9.75
Value at end of period	$10.71	$9.87
Number of accumulation units outstanding at end of period	747,161	961,001
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.73	$10.71
Value at end of period	$14.18	$12.73
Number of accumulation units outstanding at end of period	132,523	150,545
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.24	$6.73	$10.32
Value at end of period	$9.14	$8.24	$6.73
Number of accumulation units outstanding at end of period	142,525	142,141	123,949
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.55	$10.65
Value at end of period	$13.82	$12.55
Number of accumulation units outstanding at end of period	177,815	188,487
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$13.04	$11.58
Value at end of period	$16.25	$13.04
Number of accumulation units outstanding at end of period	30,837	32,327
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.51	$6.15	$9.39
Value at end of period	$10.53	$8.51	$6.15
Number of accumulation units outstanding at end of period	29,846	15,954	786
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.76	$6.99	$10.26
Value at end of period	$10.93	$8.76	$6.99
Number of accumulation units outstanding at end of period	48,465	27,755	23,673
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.20	$9.43	$14.55	$13.38	$12.02	$11.06
Value at end of period	$15.96	$12.20	$9.43	$14.55	$13.38	$12.02
Number of accumulation units outstanding at end of period	4,833	5,413	3,750	4,235	4,419	155
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.04	$7.17	$10.18
Value at end of period	$11.10	$9.04	$7.17
Number of accumulation units outstanding at end of period	67,550	67,630	57,125

SDVA

CFI 7


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.28	$9.30	$12.96	$12.53	$11.04	$10.18
Value at end of period	$13.87	$12.28	$9.30	$12.96	$12.53	$11.04
Number of accumulation units outstanding at end of period	810,221	851,174	769,031	639,407	395,726	175,769
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.97	$8.86	$13.91	$13.63	$11.55	$11.22	$9.76
Value at end of period	$12.49	$10.97	$8.86	$13.91	$13.63	$11.55	$11.22
Number of accumulation units outstanding at end of period	289,462	303,468	289,598	279,296	260,062	257,330	76,763
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.23	$5.83	$10.21	$10.02
Value at end of period	$9.50	$8.23	$5.83	$10.21
Number of accumulation units outstanding at end of period	47,779	31,553	18,101	35,104
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.83	$7.53	$12.80	$11.22	$9.31
Value at end of period	$10.58	$9.83	$7.53	$12.80	$11.22
Number of accumulation units outstanding at end of period	150,285	146,123	139,728	58,432	31,855
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$11.06	$8.44	$14.13	$13.93	$11.53	$10.49
Value at end of period	$11.81	$11.06	$8.44	$14.13	$13.93	$11.53
Number of accumulation units outstanding at end of period	113,661	119,983	110,702	116,403	73,111	1,522
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$9.27	$6.46	$10.83	$10.20	$8.81	$8.76	$7.83	$6.18	$8.93	$10.00
Value at end of period	$10.23	$9.27	$6.46	$10.83	$10.20	$8.81	$8.76	$7.83	$6.18	$8.93
Number of accumulation units outstanding at end of period	21,564	21,519	19,978	25,001	31,611	32,891	38,704	40,717	24,403	3,867
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$10.70	$10.24	$9.94
Value at end of period	$11.22	$10.70	$10.24
Number of accumulation units outstanding at end of period	118,891	112,347	33,796
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.61	$8.14	$13.70	$13.70	$12.10	$11.21	$10.02
Value at end of period	$11.87	$10.61	$8.14	$13.70	$13.70	$12.10	$11.21
Number of accumulation units outstanding at end of period	4,304	6,193	8,205	12,654	47,595	9,595	4,949
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.27	$8.86	$14.07	$14.54	$12.67	$12.36	$10.69	$8.32	$10.00
Value at end of period	$12.86	$11.27	$8.86	$14.07	$14.54	$12.67	$12.36	$10.69	$8.32
Number of accumulation units outstanding at end of period	182,257	190,918	211,587	224,752	248,492	218,865	160,272	84,810	6,160
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.39	$9.39	$12.41	$12.13	$10.89	$10.32
Value at end of period	$12.64	$11.39	$9.39	$12.41	$12.13	$10.89
Number of accumulation units outstanding at end of period	218,839	222,057	229,290	118,769	85,406	56,402

SDVA

CFI 8


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.73	$8.74	$13.02	$12.81	$11.15	$10.10
Value at end of period	$11.95	$10.73	$8.74	$13.02	$12.81	$11.15
Number of accumulation units outstanding at end of period	141,502	167,879	180,062	148,515	99,858	45,311
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$11.07	$9.31	$13.18	$12.26	$10.87	$9.94	$9.72
Value at end of period	$11.74	$11.07	$9.31	$13.18	$12.26	$10.87	$9.94
Number of accumulation units outstanding at end of period	95,761	85,779	133,789	118,427	136,843	144,971	33,385
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.77	$6.04	$8.94
Value at end of period	$8.15	$7.77	$6.04
Number of accumulation units outstanding at end of period	10,610	18,059	2,749
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.67	$8.11	$14.38	$14.64	$11.86	$12.12	$10.79	$8.47	$10.00
Value at end of period	$12.88	$10.67	$8.11	$14.38	$14.64	$11.86	$12.12	$10.79	$8.47
Number of accumulation units outstanding at end of period	15,907	15,494	11,818	12,345	16,278	26,508	13,783	7,507	749
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$8.05	$6.53	$10.58	$10.32	$9.17	$9.01	$8.36	$10.00
Value at end of period	$8.97	$8.05	$6.53	$10.58	$10.32	$9.17	$9.01	$8.36
Number of accumulation units outstanding at end of period	3,461	1,298	2,122	4,256	6,030	4,857	5,731	1,317
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.75	$7.44	$13.42	$11.82	$10.16	$9.49	$8.38	$10.00
Value at end of period	$9.91	$9.75	$7.44	$13.42	$11.82	$10.16	$9.49	$8.38
Number of accumulation units outstanding at end of period	8,096	5,465	8,225	8,954	10,395	10,342	11,091	7,306
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$6.22	$4.75	$7.74	$8.24	$7.55	$8.28	$9.38	$10.00
Value at end of period	$5.18	$6.22	$4.75	$7.74	$8.24	$7.55	$8.28	$9.38
Number of accumulation units outstanding at end of period	52,573	35,221	38,392	40,425	53,562	51,285	35,487	16,785



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 June 2008)
Value at beginning of period	$9.55	$8.00	$10.18
Value at end of period	$10.36	$9.55	$8.00
Number of accumulation units outstanding at end of period	86,277	66,364	32,380

SDVA

CFI 9


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$11.30	$9.15	$12.90	$13.41	$11.38	$10.53
Value at end of period	$14.11	$11.30	$9.15	$12.90	$13.41	$11.38
Number of accumulation units outstanding at end of period	8,770	8,369	10,981	7,856	7,758	2,731
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$13.87	$10.37	$18.33	$15.82	$14.38	$12.48	$10.98	$8.67	$9.71	$10.00
Value at end of period	$16.02	$13.87	$10.37	$18.33	$15.82	$14.38	$12.48	$10.98	$8.67	$9.71
Number of accumulation units outstanding at end of period	331,215	372,040	346,513	324,819	309,110	333,108	331,754	180,658	77,060	31,173
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.90	$7.72	$13.67	$13.67	$11.54	$11.07	$10.08	$7.85	$9.60	$10.00
Value at end of period	$11.24	$9.90	$7.72	$13.67	$13.67	$11.54	$11.07	$10.08	$7.85	$9.60
Number of accumulation units outstanding at end of period	162,013	158,548	154,129	171,636	164,025	161,495	274,974	156,771	67,874	21,430
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.77	$7.20	$9.39
Value at end of period	$9.69	$8.77	$7.20
Number of accumulation units outstanding at end of period	81,455	16,280	4,435
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$9.99	$9.02	$9.99
Value at end of period	$10.46	$9.99	$9.02
Number of accumulation units outstanding at end of period	77,172	76,504	14,956
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	476,610	486,418	433,030	406,158	402,136	384,895	737,364	110,025
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.24	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78	$10.00
Value at end of period	$14.28	$12.24	$8.94	$16.25	$14.72	$13.60	$11.91	$10.78
Number of accumulation units outstanding at end of period	430,986	433,960	382,001	342,729	325,173	331,205	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	$18.85	$17.90	$12.73	$22.41	$19.01	$16.26	$13.62	$11.62
Number of accumulation units outstanding at end of period	335,601	350,308	332,316	315,381	286,308	298,841	302,519	126,233
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$13.11	$12.57
Value at end of period	$14.58	$13.11
Number of accumulation units outstanding at end of period	11,264	2,678
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.72	$11.55	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23	$10.00
Value at end of period	$14.48	$13.72	$11.55	$20.76	$18.05	$14.15	$12.42	$10.67	$8.23
Number of accumulation units outstanding at end of period	81,100	79,752	68,575	79,175	72,925	67,064	112,158	52,301	43

SDVA

CFI 10


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BALANCED PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$9.07	$7.73	$10.91	$10.49	$10.01
Value at end of period	$10.20	$9.07	$7.73	$10.91	$10.49
Number of accumulation units outstanding at end of period	12,044	15,655	14,734	26,902	35,503
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.17	$7.62	$13.14	$12.54	$11.02	$10.49
Value at end of period	$12.71	$10.17	$7.62	$13.14	$12.54	$11.02
Number of accumulation units outstanding at end of period	46,108	44,119	36,368	54,950	31,133	5,170
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.60	$9.92
Value at end of period	$11.04	$10.60
Number of accumulation units outstanding at end of period	76,546	49,699
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.05	$7.81	$12.99	$12.32	$11.64	$10.91
Value at end of period	$11.25	$10.05	$7.81	$12.99	$12.32	$11.64
Number of accumulation units outstanding at end of period	68,440	73,679	59,794	63,502	47,086	21,910
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.43	$8.46	$13.25	$12.86	$11.20	$11.09
Value at end of period	$10.34	$9.43	$8.46	$13.25	$12.86	$11.20
Number of accumulation units outstanding at end of period	7,595	4,891	3,798	3,295	4,994	176
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	$11.44	$9.81	$6.51
Number of accumulation units outstanding at end of period	7,426	10,450	1,519
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$9.54	$7.24	$12.48	$13.64	$11.58
Value at end of period	$10.93	$9.54	$7.24	$12.48	$13.64
Number of accumulation units outstanding at end of period	12,374	13,467	8,440	10,347	13,102
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.44	$10.76	$17.72	$21.82	$16.05	$13.92	$10.66
Value at end of period	$18.25	$14.44	$10.76	$17.72	$21.82	$16.05	$13.92
Number of accumulation units outstanding at end of period	36,227	36,283	36,224	30,730	69,353	60,682	106,213
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$8.20	$6.66	$10.23	$10.06	$9.47
Value at end of period	$10.15	$8.20	$6.66	$10.23	$10.06
Number of accumulation units outstanding at end of period	52,772	47,161	43,017	56,002	24,298
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	$10.16
Value at end of period	$9.89	$8.94	$6.88	$11.46	$11.15
Number of accumulation units outstanding at end of period	146,900	142,322	132,073	107,998	68,019

SDVA

CFI 11


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 April 2009)
Value at beginning of period	$7.25	$5.42
Value at end of period	$8.94	$7.25
Number of accumulation units outstanding at end of period	6,267	2,165
ING ERO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during August 2010)
Value at beginning of period	$7.93
Value at end of period	$8.81
Number of accumulation units outstanding at end of period	882
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.41	$9.03	$15.03	$13.29	$12.03	$11.10
Value at end of period	$15.74	$12.41	$9.03	$15.03	$13.29	$12.03
Number of accumulation units outstanding at end of period	66,029	70,175	89,067	73,707	64,750	6,637
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.10	$7.74	$11.09	$10.94	$9.95
Value at end of period	$11.26	$10.10	$7.74	$11.09	$10.94
Number of accumulation units outstanding at end of period	169,323	171,307	117,603	68,699	23,067
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$9.13	$7.31	$11.90	$12.71
Value at end of period	$10.06	$9.13	$7.31	$11.90
Number of accumulation units outstanding at end of period	59,024	44,387	44,743	23,533
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	$10.17
Value at end of period	$8.60	$7.86	$6.11	$9.62
Number of accumulation units outstanding at end of period	89,610	102,480	35,605	23,385
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.72	$12.31	$21.14	$16.06	$13.40	$11.13
Value at end of period	$20.09	$16.72	$12.31	$21.14	$16.06	$13.40
Number of accumulation units outstanding at end of period	54,300	64,615	35,473	25,885	13,542	3,088
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.85	$6.11	$9.46
Value at end of period	$8.82	$7.85	$6.11
Number of accumulation units outstanding at end of period	739,240	536,639	331,077
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.98	$10.19
Value at end of period	$13.78	$12.98
Number of accumulation units outstanding at end of period	5,969	1,236
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01	$7.25	$9.38	$10.00
Value at end of period	$10.02	$8.93	$7.35	$11.90	$11.50	$10.19	$9.81	$9.01	$7.25	$9.38
Number of accumulation units outstanding at end of period	1,449,599	1,722,766	741,257	625,058	142,533	136,308	183,047	108,298	46,368	7,036

SDVA

CFI 12


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$12.57	$9.69	$15.75	$15.16	$14.06	$12.85	$11.18	$8.58	$9.90	$10.00
Value at end of period	$15.10	$12.57	$9.69	$15.75	$15.16	$14.06	$12.85	$11.18	$8.58	$9.90
Number of accumulation units outstanding at end of period	188,551	176,016	144,046	139,039	164,673	173,738	222,237	111,247	61,372	10,835
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$12.31	$10.01	$15.28	$16.55	$14.76	$13.93	$11.58	$8.64	$10.10	$10.00
Value at end of period	$14.88	$12.31	$10.01	$15.28	$16.55	$14.76	$13.93	$11.58	$8.64	$10.10
Number of accumulation units outstanding at end of period	123,137	115,496	98,976	106,249	115,088	136,963	184,418	108,271	45,701	6,817
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.72	$9.76	$10.81	$10.36	$10.11	$10.12
Value at end of period	$11.59	$10.72	$9.76	$10.81	$10.36	$10.11
Number of accumulation units outstanding at end of period	1,252,547	904,122	525,103	158,394	127,687	157,185
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during February 2009)
Value at beginning of period	$7.64	$4.91
Value at end of period	$8.12	$7.64
Number of accumulation units outstanding at end of period	47,491	42,816
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.92	$9.59	$19.03	$15.94	$13.12	$10.99
Value at end of period	$14.54	$12.92	$9.59	$19.03	$15.94	$13.12
Number of accumulation units outstanding at end of period	42,212	45,752	41,308	61,495	24,458	2,361
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.54	$12.13	$25.20	$18.43	$13.74	$10.61
Value at end of period	$24.40	$20.54	$12.13	$25.20	$18.43	$13.74
Number of accumulation units outstanding at end of period	37,193	39,653	27,167	19,013	9,397	4,875
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.33	$11.55	$17.47	$17.29	$15.02	$14.02	$11.78	$9.17	$10.00
Value at end of period	$17.40	$14.33	$11.55	$17.47	$17.29	$15.02	$14.02	$11.78	$9.17
Number of accumulation units outstanding at end of period	69,151	57,973	41,976	38,944	40,157	46,014	118,478	25,522	325
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	45,784	36,908	36,111	38,065	58,061	42,521	70,555	24,875	203
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	$10.38
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	58,150	41,256	12,692	15,969	21,334	22,424	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	16,435	15,528	18,113	9,622	9,154	5,891	23,170	6,058
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$17.46	$17.62	$17.42	$16.81	$16.26	$16.02	$16.08	$16.16	$16.13	$16.02
Value at end of period	$17.24	$17.46	$17.62	$17.42	$16.81	$16.26	$16.02	$16.08	$16.16	$16.13
Number of accumulation units outstanding at end of period	631,704	752,282	642,414	267,136	168,543	88,658	690,371	727,878	65,629	12,665


SDVA		CFI 13


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during May 2004)
Value at beginning of period	$11.03	$9.40	$15.01	$14.60	$12.57	$12.07	$11.20
Value at end of period	$12.75	$11.03	$9.40	$15.01	$14.60	$12.57	$12.07
Number of accumulation units outstanding at end of period	11,861	7,567	3,585	3,110	3,226	1,222	32,515
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.59	$8.31	$14.10	$12.51	$12.07	$11.22	$9.72
Value at end of period	$12.53	$10.59	$8.31	$14.10	$12.51	$12.07	$11.22
Number of accumulation units outstanding at end of period	14,593	16,198	11,297	7,679	7,007	5,867	409,584
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.28	$9.04	$18.12	$15.22	$12.43	$10.20
Value at end of period	$13.80	$12.28	$9.04	$18.12	$15.22	$12.43
Number of accumulation units outstanding at end of period	14,360	17,094	19,401	20,905	18,447	20,045
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$25.36	$21.79	$28.41	$27.67	$25.03	$24.63	$22.45	$19.47	$20.77	$20.78
Value at end of period	$27.52	$25.36	$21.79	$28.41	$27.67	$25.03	$24.63	$22.45	$19.47	$20.77
Number of accumulation units outstanding at end of period	171,903	180,493	147,059	136,704	138,508	160,972	618,206	634,937	58,151	22,001
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	$10.16
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	56,342	65,727	44,479	47,204	37,092	44,225
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.03	$6.48	$10.06
Value at end of period	$11.59	$9.03	$6.48
Number of accumulation units outstanding at end of period	33,080	14,080	2,864
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.42	$9.76	$13.84	$12.77	$10.66	$10.06
Value at end of period	$13.97	$12.42	$9.76	$13.84	$12.77	$10.66
Number of accumulation units outstanding at end of period	34,504	38,389	26,050	16,908	11,266	7,026
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during November 2010)
Value at beginning of period	$12.73
Value at end of period	$12.91
Number of accumulation units outstanding at end of period	1,504
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$12.95	$12.30
Value at end of period	$14.58	$12.95
Number of accumulation units outstanding at end of period	0	593
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$11.97	$8.68	$14.73	$14.00	$12.02	$10.06
Value at end of period	$13.72	$11.97	$8.68	$14.73	$14.00	$12.02
Number of accumulation units outstanding at end of period	55,294	53,881	47,624	49,922	53,620	61,225

SDVA

CFI 14


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$13.57	$9.86	$16.78	$15.98	$13.76	$12.30	$10.83	$8.32	$10.00
Value at end of period	$15.52	$13.57	$9.86	$16.78	$15.98	$13.76	$12.30	$10.83	$8.32
Number of accumulation units outstanding at end of period	27,746	24,951	19,445	14,957	17,307	5,335	12,981	15,201	1,343
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during July 2001)
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	131,692	115,217	105,448	154,042	161,645	145,467	585,689
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.98	$15.91	$15.46	$14.36	$13.94	$13.78	$13.31	$12.86	$11.99	$11.56
Value at end of period	$19.12	$17.98	$15.91	$15.46	$14.36	$13.94	$13.78	$13.31	$12.86	$11.99
Number of accumulation units outstanding at end of period	526,292	444,580	340,332	283,613	235,873	228,032	488,955	336,101	104,350	24,543
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	$10.67
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	40,028	37,522	42,648	52,725	27,779	29,084
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	$10.83
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	46,553	53,432	31,674	30,890	18,848	65,389
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	35,681	62,442
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	507,677	532,729
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	509,616	584,386
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	575,632	596,471
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	82,510	88,760

SDVA

CFI 15


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
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	$10.19
Value at end of period	$9.06	$8.19	$6.72
Number of accumulation units outstanding at end of period	77,504	68,098	1,879
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.52	$10.30
Value at end of period	$13.74	$12.52
Number of accumulation units outstanding at end of period	166,304	155,223
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$13.01	$11.51
Value at end of period	$16.17	$13.01
Number of accumulation units outstanding at end of period	19,645	15,529
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$8.47	$6.14	$9.70
Value at end of period	$10.44	$8.47	$6.14
Number of accumulation units outstanding at end of period	19,375	16,695	112
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$8.71	$6.98	$10.05
Value at end of period	$10.84	$8.71	$6.98
Number of accumulation units outstanding at end of period	26,550	17,771	11,987
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.03	$9.32	$14.43	$13.31	$11.99	$11.44
Value at end of period	$15.69	$12.03	$9.32	$14.43	$13.31	$11.99
Number of accumulation units outstanding at end of period	3,812	2,640	429	261	87	1,414
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.99	$7.16	$10.37
Value at end of period	$11.01	$8.99	$7.16
Number of accumulation units outstanding at end of period	79,324	69,190	44,144
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.10	$9.20	$12.85	$12.47	$11.01	$10.34
Value at end of period	$13.63	$12.10	$9.20	$12.85	$12.47	$11.01
Number of accumulation units outstanding at end of period	309,457	322,872	274,174	205,625	183,902	58,642
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.78	$8.73	$13.75	$13.52	$11.49	$11.20	$9.72
Value at end of period	$12.24	$10.78	$8.73	$13.75	$13.52	$11.49	$11.20
Number of accumulation units outstanding at end of period	101,427	95,006	60,535	44,755	41,092	81,038	201,213
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.16	$5.80	$10.18	$10.13
Value at end of period	$9.40	$8.16	$5.80	$10.18
Number of accumulation units outstanding at end of period	14,128	13,894	6,831	9,337

SDVA

CFI 16


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during August 2006)
Value at beginning of period	$9.73	$7.47	$12.74	$11.20	$9.84
Value at end of period	$10.43	$9.73	$7.47	$12.74	$11.20
Number of accumulation units outstanding at end of period	48,488	37,324	29,475	11,839	629
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.91	$8.35	$14.01	$13.86	$11.51	$11.10
Value at end of period	$11.60	$10.91	$8.35	$14.01	$13.86	$11.51
Number of accumulation units outstanding at end of period	16,452	16,285	12,842	15,493	5,595	37
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$9.03	$6.32	$10.62	$10.03	$8.69	$8.67	$7.78	$6.15	$8.92	$10.00
Value at end of period	$9.94	$9.03	$6.32	$10.62	$10.03	$8.69	$8.67	$7.78	$6.15	$8.92
Number of accumulation units outstanding at end of period	41,619	41,385	38,522	37,516	40,267	42,470	51,794	29,934	24,353	8,089
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$10.64	$10.21	$9.99
Value at end of period	$11.13	$10.64	$10.21
Number of accumulation units outstanding at end of period	67,800	45,144	10,309
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.42	$8.02	$13.54	$13.59	$12.04	$11.18	$10.16
Value at end of period	$11.63	$10.42	$8.02	$13.54	$13.59	$12.04	$11.18
Number of accumulation units outstanding at end of period	615	616	623	1,116	1,050	2,359	14,300
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$11.01	$8.68	$13.83	$14.34	$12.53	$12.26	$10.64	$8.31	$10.00
Value at end of period	$12.52	$11.01	$8.68	$13.83	$14.34	$12.53	$12.26	$10.64	$8.31
Number of accumulation units outstanding at end of period	109,682	97,171	89,234	84,982	91,818	96,105	156,846	62,665	4,430
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.22	$9.29	$12.31	$12.07	$10.87	$10.41
Value at end of period	$12.42	$11.22	$9.29	$12.31	$12.07	$10.87
Number of accumulation units outstanding at end of period	93,991	89,493	72,567	18,262	14,289	8,367
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.57	$8.64	$12.91	$12.74	$11.13	$10.52
Value at end of period	$11.75	$10.57	$8.64	$12.91	$12.74	$11.13
Number of accumulation units outstanding at end of period	102,198	111,062	89,090	99,108	101,779	24,706
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.88	$9.18	$13.03	$12.16	$10.81	$9.92	$9.71
Value at end of period	$11.50	$10.88	$9.18	$13.03	$12.16	$10.81	$9.92
Number of accumulation units outstanding at end of period	40,169	40,888	30,620	34,967	35,056	34,582	24,849
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$7.73	$6.18
Value at end of period	$8.08	$7.73
Number of accumulation units outstanding at end of period	12,669	10,783

SDVA

CFI 17


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
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	$12.54	$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	14,973	14,251	13,509	13,667	13,844	16,471	37,657	12,940	696
PROFUND VP BULL
(Fund first available during March 2004)
Value at beginning of period	$7.84	$6.38	$10.37	$10.14	$9.04	$8.91	$8.27
Value at end of period	$8.72	$7.84	$6.38	$10.37	$10.14	$9.04	$8.91
Number of accumulation units outstanding at end of period	1,579	1,580	921	1,043	1,154	1,273	44,221
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.50	$7.27	$13.15	$11.62	$10.01	$9.38	$8.31	$6.07
Value at end of period	$9.63	$9.50	$7.27	$13.15	$11.62	$10.01	$9.38	$8.31
Number of accumulation units outstanding at end of period	265	266	161	161	244	245	4,239	8,463
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	18,494	8,768	7,020	6,770	6,684	14,804	37,895	6,934



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 August 2008)
Value at beginning of period	$9.53	$7.99	$9.35
Value at end of period	$10.31	$9.53	$7.99
Number of accumulation units outstanding at end of period	42,151	11,162	219
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$11.21	$9.10	$12.85	$13.37	$11.36	$10.59
Value at end of period	$13.98	$11.21	$9.10	$12.85	$13.37	$11.36
Number of accumulation units outstanding at end of period	3,478	3,249	1,153	562	674	1,965
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$13.70	$10.25	$18.15	$15.69	$14.28	$12.42	$10.93	$8.65	$9.71	$10.00
Value at end of period	$15.79	$13.70	$10.25	$18.15	$15.69	$14.28	$12.42	$10.93	$8.65	$9.71
Number of accumulation units outstanding at end of period	104,271	88,501	83,419	81,584	77,598	64,722	52,998	24,049	17,281	309
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	39,811	30,160	27,415	36,598	35,232	35,874	3,098,913	2,275,054	26,357	6,165
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during February 2009)
Value at beginning of period	$8.75	$6.71
Value at end of period	$9.65	$8.75
Number of accumulation units outstanding at end of period	42,706	28,821

SDVA

CFI 18


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$9.96	$9.01	$9.83
Value at end of period	$10.41	$9.96	$9.01
Number of accumulation units outstanding at end of period	46,668	24,774	18,338
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	185,387	169,396	131,221	130,735	108,123	99,355	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	289,304	249,483	147,895	105,848	92,955	64,304	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	$16.20	$13.59	$11.62	$10.00
Value at end of period	$18.64	$17.73	$12.63	$22.26	$18.91	$16.20	$13.59	$11.62
Number of accumulation units outstanding at end of period	114,325	76,634	61,743	56,718	49,787	29,719	3,147,004	589,077
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during September 2009)
Value at beginning of period	$13.09	$12.49
Value at end of period	$14.54	$13.09
Number of accumulation units outstanding at end of period	2,833	741
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	79,852	74,033	68,866	63,529	58,300	14,888	1,748,507	506,335	0
ING BALANCED PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$9.02	$7.69	$10.88	$10.48	$10.01
Value at end of period	$10.12	$9.02	$7.69	$10.88	$10.48
Number of accumulation units outstanding at end of period	1,417	3,326	3,820	4,732	4,849
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	$11.00	$10.50
Value at end of period	$12.60	$10.10	$7.58	$13.08	$12.51	$11.00
Number of accumulation units outstanding at end of period	54,694	45,984	7,813	8,929	7,552	3,177
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.59	$9.99
Value at end of period	$11.01	$10.59
Number of accumulation units outstanding at end of period	17,359	16,845
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.97	$7.77	$12.93	$12.29	$11.63	$10.90
Value at end of period	$11.15	$9.97	$7.77	$12.93	$12.29	$11.63
Number of accumulation units outstanding at end of period	31,469	23,686	17,818	16,009	16,706	15,659

SDVA

CFI 19


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Funds were first received in this option during November 2008)
Value at beginning of period	$9.36	$8.41	$8.05
Value at end of period	$10.25	$9.36	$8.41
Number of accumulation units outstanding at end of period	277	300	582
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$9.78	$6.50	$8.50
Value at end of period	$11.40	$9.78	$6.50
Number of accumulation units outstanding at end of period	7,188	3,608	1,368
ING CLARION GLOBAL REAL ESTATE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.49	$7.21	$12.45	$13.62	$10.85
Value at end of period	$10.85	$9.49	$7.21	$12.45	$13.62
Number of accumulation units outstanding at end of period	8,289	7,874	5,831	4,020	1,033
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.31	$10.68	$17.62	$21.73	$16.01	$13.90	$11.06
Value at end of period	$18.06	$14.31	$10.68	$17.62	$21.73	$16.01	$13.90
Number of accumulation units outstanding at end of period	14,954	10,939	7,429	6,673	7,920	5,686	1,657,594
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$8.16	$6.63	$10.21	$10.05	$9.07
Value at end of period	$10.08	$8.16	$6.63	$10.21	$10.05
Number of accumulation units outstanding at end of period	6,446	9,117	7,887	5,719	4,461
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.89	$6.85	$11.43	$11.13	$10.44
Value at end of period	$9.82	$8.89	$6.85	$11.43	$11.13
Number of accumulation units outstanding at end of period	40,857	41,389	33,135	36,188	16,886
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$7.23	$6.02	$9.31
Value at end of period	$8.90	$7.23	$6.02
Number of accumulation units outstanding at end of period	8,885	796	628
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.32	$8.98	$14.97	$13.26	$12.02	$10.47
Value at end of period	$15.60	$12.32	$8.98	$14.97	$13.26	$12.02
Number of accumulation units outstanding at end of period	38,491	24,094	8,029	8,300	7,206	4,725
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$10.04	$7.71	$11.06	$10.93	$9.95
Value at end of period	$11.18	$10.04	$7.71	$11.06	$10.93
Number of accumulation units outstanding at end of period	89,930	97,744	58,223	48,877	13,034
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$9.10	$7.29	$11.89	$12.57
Value at end of period	$10.01	$9.10	$7.29	$11.89
Number of accumulation units outstanding at end of period	86,804	67,184	24,591	24,071

SDVA

CFI 20


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 November 2007)
Value at beginning of period	$7.83	$6.09	$9.61	$9.73
Value at end of period	$8.55	$7.83	$6.09	$9.61
Number of accumulation units outstanding at end of period	17,242	19,434	9,062	1,720
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.60	$12.24	$21.05	$16.02	$13.38	$13.19
Value at end of period	$19.91	$16.60	$12.24	$21.05	$16.02	$13.38
Number of accumulation units outstanding at end of period	40,326	41,375	33,553	19,986	19,309	12,920
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.82	$6.10	$9.29
Value at end of period	$8.78	$7.82	$6.10
Number of accumulation units outstanding at end of period	476,574	234,734	155,059
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during September 2009)
Value at beginning of period	$12.96	$12.52
Value at end of period	$13.74	$12.96
Number of accumulation units outstanding at end of period	2,191	766
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.82	$7.27	$11.78	$11.40	$10.12	$9.76	$8.98	$7.24	$9.38	$10.00
Value at end of period	$9.88	$8.82	$7.27	$11.78	$11.40	$10.12	$9.76	$8.98	$7.24	$9.38
Number of accumulation units outstanding at end of period	872,605	896,827	276,746	196,754	62,774	65,452	1,431,006	494,773	34,433	24,809
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$12.41	$9.58	$15.60	$15.03	$13.97	$12.78	$11.14	$8.56	$9.89	$10.00
Value at end of period	$14.88	$12.41	$9.58	$15.60	$15.03	$13.97	$12.78	$11.14	$8.56	$9.89
Number of accumulation units outstanding at end of period	80,416	65,857	48,887	57,984	63,191	68,278	437,111	33,407	19,211	3,276
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$12.15	$9.89	$15.13	$16.41	$14.66	$13.85	$11.54	$8.62	$10.09	$10.00
Value at end of period	$14.67	$12.15	$9.89	$15.13	$16.41	$14.66	$13.85	$11.54	$8.62	$10.09
Number of accumulation units outstanding at end of period	67,943	50,749	44,400	44,495	45,794	49,912	424,131	23,184	8,401	795
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.64	$9.70	$10.77	$10.33	$10.10	$9.99
Value at end of period	$11.49	$10.64	$9.70	$10.77	$10.33	$10.10
Number of accumulation units outstanding at end of period	698,060	453,015	173,035	27,908	10,449	1,841
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$7.62	$7.04
Value at end of period	$8.09	$7.62
Number of accumulation units outstanding at end of period	43,198	21,736
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during November 2004)
Value at beginning of period	$12.80	$9.52	$18.92	$15.88	$13.09	$11.48	$10.83
Value at end of period	$14.39	$12.80	$9.52	$18.92	$15.88	$13.09	$11.48
Number of accumulation units outstanding at end of period	35,632	26,987	15,983	12,733	1,145	846	778,230
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.40	$12.06	$25.10	$18.38	$13.73	$10.03
Value at end of period	$24.19	$20.40	$12.06	$25.10	$18.38	$13.73
Number of accumulation units outstanding at end of period	36,316	39,701	31,307	33,485	30,591	5,526


SDVA		CFI 21


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.17	$11.43	$17.32	$17.17	$14.94	$13.97	$11.75	$9.16	$10.00
Value at end of period	$17.18	$14.17	$11.43	$17.32	$17.17	$14.94	$13.97	$11.75	$9.16
Number of accumulation units outstanding at end of period	22,376	11,303	8,503	11,300	11,613	17,028	23,126	4,935	872
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.74	$10.14	$14.69	$15.15	$13.18	$13.63	$10.38	$7.85	$10.00
Value at end of period	$15.92	$12.74	$10.14	$14.69	$15.15	$13.18	$13.63	$10.38	$7.85
Number of accumulation units outstanding at end of period	56,181	43,266	11,046	11,325	14,363	8,669	1,519,167	824,986	75
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
Value at end of period	$13.92	$12.36	$8.80	$12.32	$11.19	$10.75
Number of accumulation units outstanding at end of period	14,706	7,962	6,975	6,988	8,028	5,873
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during February 2004)
Value at beginning of period	$10.45	$8.03	$13.42	$13.88	$12.79	$11.67	$11.55
Value at end of period	$12.79	$10.45	$8.03	$13.42	$13.88	$12.79	$11.67
Number of accumulation units outstanding at end of period	6,471	2,129	4,909	5,002	3,037	2,953	1,127,028
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.91	$17.09	$16.92	$16.35	$15.85	$15.64	$15.71	$15.82	$15.82	$15.72
Value at end of period	$16.67	$16.91	$17.09	$16.92	$16.35	$15.85	$15.64	$15.71	$15.82	$15.82
Number of accumulation units outstanding at end of period	396,041	404,584	262,305	62,353	50,440	18,761	5,672,311	7,879,356	17,952	18,061
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during May 2004)
Value at beginning of period	$10.92	$9.32	$14.91	$14.52	$12.52	$12.04	$11.19
Value at end of period	$12.61	$10.92	$9.32	$14.91	$14.52	$12.52	$12.04
Number of accumulation units outstanding at end of period	4,641	3,174	2,103	2,605	935	551	1,504,119
ING MARSICO GROWTH PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$10.49	$8.25	$14.02	$12.46	$12.04	$11.21	$9.87
Value at end of period	$12.40	$10.49	$8.25	$14.02	$12.46	$12.04	$11.21
Number of accumulation units outstanding at end of period	7,977	11,741	9,832	8,699	7,352	5,381	10,491,049
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	$10.80
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	18,057	11,194	4,958	4,708	2,035	2,372
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$24.78	$21.32	$27.85	$27.16	$24.60	$24.25	$22.13	$19.23	$20.55	$20.57
Value at end of period	$26.84	$24.78	$21.32	$27.85	$27.16	$24.60	$24.25	$22.13	$19.23	$20.55
Number of accumulation units outstanding at end of period	68,241	65,860	40,364	45,530	46,998	50,575	8,667,716	9,215,693	20,972	4,628
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	$10.16
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	28,124	33,320	13,452	7,341	5,360	6,494

SDVA

CFI 22


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.00	$6.48	$10.06
Value at end of period	$11.54	$9.00	$6.48
Number of accumulation units outstanding at end of period	15,653	3,219	3,183
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.34	$9.71	$13.78	$12.74	$10.65	$10.23
Value at end of period	$13.85	$12.34	$9.71	$13.78	$12.74	$10.65
Number of accumulation units outstanding at end of period	14,365	16,031	4,898	4,892	2,674	536
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during February 2010)
Value at beginning of period	$11.92
Value at end of period	$12.88
Number of accumulation units outstanding at end of period	400
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during March 2010)
Value at beginning of period	$13.11
Value at end of period	$14.54
Number of accumulation units outstanding at end of period	112
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$11.88	$8.64	$14.67	$13.97	$12.00	$10.06
Value at end of period	$13.60	$11.88	$8.64	$14.67	$13.97	$12.00
Number of accumulation units outstanding at end of period	29,604	20,243	6,982	8,636	9,297	10,741
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$13.41	$9.76	$16.64	$15.87	$13.68	$12.25	$10.80	$8.31	$10.00
Value at end of period	$15.32	$13.41	$9.76	$16.64	$15.87	$13.68	$12.25	$10.80	$8.31
Number of accumulation units outstanding at end of period	16,277	15,715	11,107	10,016	5,890	2,845	3,413	2,345	0
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.64	$9.26	$12.13	$11.96	$11.13	$10.82	$10.00
Value at end of period	$15.37	$13.64	$9.26	$12.13	$11.96	$11.13	$10.82
Number of accumulation units outstanding at end of period	123,808	77,167	62,594	71,693	88,969	86,010	9,413,696
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.56	$15.57	$15.15	$14.10	$13.71	$13.57	$13.12	$12.70	$11.86	$11.44
Value at end of period	$18.65	$17.56	$15.57	$15.15	$14.10	$13.71	$13.57	$13.12	$12.70	$11.86
Number of accumulation units outstanding at end of period	205,246	143,873	99,573	66,987	75,799	71,347	5,917,199	5,369,915	78,978	7,501
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.32	$8.43	$13.09	$12.64	$10.98	$10.82
Value at end of period	$11.79	$10.32	$8.43	$13.09	$12.64	$10.98
Number of accumulation units outstanding at end of period	15,771	14,657	9,198	10,087	11,538	11,607
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.22	$8.28	$12.56	$12.07	$10.90	$10.92
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	85,241	78,711	5,299	4,262	3,211	1,030

SDVA

CFI 23


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
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	29,282	25,678
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	273,237	276,321
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	293,985	266,146
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	191,763	132,100
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.69	$10.84
Value at end of period	$14.07	$12.69
Number of accumulation units outstanding at end of period	39,022	23,575
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$8.17	$6.96
Value at end of period	$9.02	$8.17
Number of accumulation units outstanding at end of period	46,480	43,873
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.51	$10.64
Value at end of period	$13.71	$12.51
Number of accumulation units outstanding at end of period	62,967	49,776
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$13.00	$11.57
Value at end of period	$16.13	$13.00
Number of accumulation units outstanding at end of period	2,784	4,073
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during February 2009)
Value at beginning of period	$8.45	$5.73
Value at end of period	$10.40	$8.45
Number of accumulation units outstanding at end of period	6,122	4,122
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.69	$6.97	$10.32
Value at end of period	$10.80	$8.69	$6.97
Number of accumulation units outstanding at end of period	8,936	6,351	2,003

SDVA

CFI 24


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.94	$9.27	$14.37	$13.27	$11.98	$12.08
Value at end of period	$15.55	$11.94	$9.27	$14.37	$13.27	$11.98
Number of accumulation units outstanding at end of period	600	595	685	597	598	149
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.97	$7.15	$10.45
Value at end of period	$10.96	$8.97	$7.15
Number of accumulation units outstanding at end of period	13,854	3,903	1,200
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.02	$9.15	$12.80	$12.43	$11.00	$10.34
Value at end of period	$13.51	$12.02	$9.15	$12.80	$12.43	$11.00
Number of accumulation units outstanding at end of period	125,808	120,656	69,538	63,214	22,003	10,149
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$10.69	$8.67	$13.68	$13.46	$11.46	$11.19	$9.99
Value at end of period	$12.11	$10.69	$8.67	$13.68	$13.46	$11.46	$11.19
Number of accumulation units outstanding at end of period	64,078	58,829	34,423	32,570	29,220	27,194	4,187,985
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during August 2007)
Value at beginning of period	$8.13	$5.78	$10.17	$9.91
Value at end of period	$9.35	$8.13	$5.78	$10.17
Number of accumulation units outstanding at end of period	7,216	9,175	0	245
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.67	$7.44	$12.71	$11.18	$9.54
Value at end of period	$10.35	$9.67	$7.44	$12.71	$11.18
Number of accumulation units outstanding at end of period	40,196	24,871	18,724	9,088	2,826
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2006)
Value at beginning of period	$10.83	$8.30	$13.96	$13.82	$12.75
Value at end of period	$11.50	$10.83	$8.30	$13.96	$13.82
Number of accumulation units outstanding at end of period	21,833	22,195	15,415	17,354	5,067
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$8.92	$6.25	$10.52	$9.95	$8.63	$8.62	$7.75	$6.13	$8.91	$10.00
Value at end of period	$9.79	$8.92	$6.25	$10.52	$9.95	$8.63	$8.62	$7.75	$6.13	$8.91
Number of accumulation units outstanding at end of period	24,733	17,215	10,423	12,598	17,254	17,291	16,935	16,465	9,184	2,330
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$10.61	$10.20	$9.98
Value at end of period	$11.08	$10.61	$10.20
Number of accumulation units outstanding at end of period	13,417	17,537	6,184
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.33	$7.97	$13.47	$13.53	$12.01	$11.17	$10.99
Value at end of period	$11.52	$10.33	$7.97	$13.47	$13.53	$12.01	$11.17
Number of accumulation units outstanding at end of period	1,609	2,194	7,341	6,204	19,341	503	227

SDVA

CFI 25


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.89	$8.59	$13.72	$14.24	$12.46	$12.21	$10.61	$8.30	$10.00
Value at end of period	$12.36	$10.89	$8.59	$13.72	$14.24	$12.46	$12.21	$10.61	$8.30
Number of accumulation units outstanding at end of period	31,542	24,046	22,912	27,653	27,291	24,879	1,370,657	535,743	109
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.14	$9.24	$12.26	$12.04	$10.86	$10.55
Value at end of period	$12.31	$11.14	$9.24	$12.26	$12.04	$10.86
Number of accumulation units outstanding at end of period	35,266	30,726	23,211	4,143	2,673	996
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.50	$8.59	$12.86	$12.71	$11.11	$10.38
Value at end of period	$11.65	$10.50	$8.59	$12.86	$12.71	$11.11
Number of accumulation units outstanding at end of period	50,162	55,575	9,960	7,943	3,670	2,254
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$10.79	$9.11	$12.96	$12.11	$10.78	$9.91	$8.79
Value at end of period	$11.38	$10.79	$9.11	$12.96	$12.11	$10.78	$9.91
Number of accumulation units outstanding at end of period	22,596	49,439	15,758	11,831	13,501	9,564	332,663
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during February 2009)
Value at beginning of period	$7.71	$4.68
Value at end of period	$8.05	$7.71
Number of accumulation units outstanding at end of period	5,911	4,908
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	2,641	393	404	427	934	908	510,227	355,401	767
PROFUND VP BULL
(Fund first available during March 2004)
Value at beginning of period	$7.74	$6.31	$10.27	$10.06	$8.97	$8.86	$8.55
Value at end of period	$8.59	$7.74	$6.31	$10.27	$10.06	$8.97	$8.86
Number of accumulation units outstanding at end of period	274	116	117	2,890	3,081	3,290	1,756,560
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.37	$7.19	$13.01	$11.52	$9.94	$9.33	$8.28	$10.00
Value at end of period	$9.48	$9.37	$7.19	$13.01	$11.52	$9.94	$9.33	$8.28
Number of accumulation units outstanding at end of period	664	742	307	3,077	4,022	4,230	526,719	648,934
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	8,257	6,577	6,805	1,130	1,878	2,066	834,452	98,866

SDVA

CFI 26


Condensed Financial Information (continued)





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 May 2008)
Value at beginning of period	$9.52	$7.99	$10.15
Value at end of period	$10.30	$9.52	$7.99
Number of accumulation units outstanding at end of period	37,019	68,053	144,331
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$11.19	$9.08	$12.83	$13.36	$11.36	$10.17
Value at end of period	$13.94	$11.19	$9.08	$12.83	$13.36	$11.36
Number of accumulation units outstanding at end of period	78	11,584	21,384	35,522	53,854	101,863
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$13.64	$10.21	$18.09	$15.65	$14.25	$12.39	$10.92	$8.64	$9.70	$10.00
Value at end of period	$15.71	$13.64	$10.21	$18.09	$15.65	$14.25	$12.39	$10.92	$8.64	$9.70
Number of accumulation units outstanding at end of period	252,580	464,909	940,563	1,262,198	1,184,613	947,105	714,836	364,622	141,706	23,738
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.73	$7.60	$13.49	$13.52	$11.44	$11.00	$10.03	$7.83	$9.59	$10.00
Value at end of period	$11.02	$9.73	$7.60	$13.49	$13.52	$11.44	$11.00	$10.03	$7.83	$9.59
Number of accumulation units outstanding at end of period	128,808	232,220	408,019	628,695	626,432	505,609	3,518,649	2,445,416	178,215	99,509
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.74	$7.19	$10.07
Value at end of period	$9.64	$8.74	$7.19
Number of accumulation units outstanding at end of period	5,437	14,508	24,539
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.95	$9.00	$10.15
Value at end of period	$10.40	$9.95	$9.00
Number of accumulation units outstanding at end of period	24,827	135,712	133,576
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	398,142	731,201	1,072,823	1,205,340	1,274,710	1,103,900	8,147,136	1,348,350
ING AMERICAN FUNDS GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$12.09	$8.84	$16.11	$14.62	$13.53	$11.88	$10.77	$10.00
Value at end of period	$14.06	$12.09	$8.84	$16.11	$14.62	$13.53	$11.88	$10.77
Number of accumulation units outstanding at end of period	434,516	758,610	1,268,127	1,559,666	1,576,120	1,198,712	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	$22.21	$18.88	$16.19	$13.58	$11.62	$10.00
Value at end of period	$18.57	$17.67	$12.60	$22.21	$18.88	$16.19	$13.58	$11.62
Number of accumulation units outstanding at end of period	232,494	394,385	614,422	874,834	707,034	558,732	3,292,334	641,852
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$13.09	$10.83
Value at end of period	$14.53	$13.09
Number of accumulation units outstanding at end of period	3,412	5,397

SDVA

CFI 27


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
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	$14.22	$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	104,699	210,109	419,809	674,542	526,369	326,789	2,654,772	502,551	1,123
ING BALANCED PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$9.01	$7.68	$10.87	$10.48	$10.01
Value at end of period	$10.10	$9.01	$7.68	$10.87	$10.48
Number of accumulation units outstanding at end of period	20,239	36,548	60,389	79,007	96,371
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.08	$7.56	$13.06	$12.49	$11.00	$10.08
Value at end of period	$12.56	$10.08	$7.56	$13.06	$12.49	$11.00
Number of accumulation units outstanding at end of period	74,357	120,965	160,694	219,815	153,972	111,724
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$10.58	$9.97
Value at end of period	$11.00	$10.58
Number of accumulation units outstanding at end of period	121,015	168,892
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.95	$7.75	$12.91	$12.28	$11.63	$10.89
Value at end of period	$11.12	$9.95	$7.75	$12.91	$12.28	$11.63
Number of accumulation units outstanding at end of period	28,729	31,648	57,851	95,842	94,904	54,674
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.34	$8.40	$13.18	$12.82	$11.18	$10.63
Value at end of period	$10.22	$9.34	$8.40	$13.18	$12.82	$11.18
Number of accumulation units outstanding at end of period	3,237	9,052	12,955	24,148	16,965	8,685
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	117,506	168,045	189,036
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	$11.04
Value at end of period	$10.82	$9.47	$7.20	$12.44	$13.62
Number of accumulation units outstanding at end of period	16,937	25,116	76,035	106,326	58,581
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.27	$10.66	$17.59	$21.70	$16.00	$13.90	$10.06
Value at end of period	$18.00	$14.27	$10.66	$17.59	$21.70	$16.00	$13.90
Number of accumulation units outstanding at end of period	26,672	47,214	95,437	170,170	341,862	205,694	1,897,527
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.14	$6.62	$10.20	$10.05	$10.22
Value at end of period	$10.05	$8.14	$6.62	$10.20	$10.05
Number of accumulation units outstanding at end of period	11,242	234,663	312,237	166,041	90,710

SDVA

CFI 28


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.87	$6.84	$11.41	$11.12	$9.91	$9.95
Value at end of period	$9.79	$8.87	$6.84	$11.41	$11.12	$9.91
Number of accumulation units outstanding at end of period	32,054	49,033	95,814	100,793	64,978	1,262
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.23	$6.02	$10.41
Value at end of period	$8.89	$7.23	$6.02
Number of accumulation units outstanding at end of period	1,127	38,356	16,357
ING ERO STOXX 50® INDEX PORTFOLIO
(Funds were first received in this option during December 2009)
Value at beginning of period	$9.81	$9.88
Value at end of period	$8.78	$9.81
Number of accumulation units outstanding at end of period	0	37
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.30	$8.96	$14.95	$13.25	$12.01	$9.96
Value at end of period	$15.55	$12.30	$8.96	$14.95	$13.25	$12.01
Number of accumulation units outstanding at end of period	31,544	67,769	147,647	218,935	145,982	68,825
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$10.02	$7.70	$11.05	$10.92	$9.95
Value at end of period	$11.16	$10.02	$7.70	$11.05	$10.92
Number of accumulation units outstanding at end of period	79,398	235,471	456,916	641,840	182,288
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	$12.48
Value at end of period	$9.99	$9.09	$7.29	$11.88
Number of accumulation units outstanding at end of period	133,112	187,709	306,918	282,946
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.81	$6.09	$9.60	$10.14
Value at end of period	$8.53	$7.81	$6.09	$9.60
Number of accumulation units outstanding at end of period	34,183	73,589	103,569	64,469
ING FTSE 100 INDEX® PORTFOLIO
(Funds were first received in this option during January 2010)
Value at beginning of period	$9.99
Value at end of period	$11.01
Number of accumulation units outstanding at end of period	555
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.56	$12.22	$21.02	$16.01	$13.38	$10.00
Value at end of period	$19.85	$16.56	$12.22	$21.02	$16.01	$13.38
Number of accumulation units outstanding at end of period	66,607	180,624	314,131	369,818	334,613	136,495
ING GROWTH AND INCOME PORTFOLIO
(Fund first available during September 2008)
Value at beginning of period	$7.82	$6.10	$9.46
Value at end of period	$8.77	$7.82	$6.85
Number of accumulation units outstanding at end of period	50,758	980,063	4,190

SDVA

CFI 29


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.96	$12.18
Value at end of period	$13.73	$12.96
Number of accumulation units outstanding at end of period	1,892	1,662
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.78	$7.24	$11.74	$11.37	$10.10	$9.74	$8.97	$7.23	$9.38	$10.00
Value at end of period	$9.83	$8.78	$7.24	$11.74	$11.37	$10.10	$9.74	$8.97	$7.23	$9.38
Number of accumulation units outstanding at end of period	83,052	835,209	3,152,418	3,008,721	587,918	563,149	2,210,160	1,239,109	224,198	27,002
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$12.36	$9.54	$15.55	$14.99	$13.94	$12.76	$11.13	$8.55	$9.89	$10.00
Value at end of period	$14.81	$12.36	$9.54	$15.55	$14.99	$13.94	$12.76	$11.13	$8.55	$9.89
Number of accumulation units outstanding at end of period	60,499	144,667	365,950	518,940	565,542	656,156	1,090,890	317,218	177,259	14,893
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$12.10	$9.86	$15.08	$16.36	$14.63	$13.83	$11.53	$8.61	$10.09	$10.00
Value at end of period	$14.60	$12.10	$9.86	$15.08	$16.36	$14.63	$13.83	$11.53	$8.61	$10.09
Number of accumulation units outstanding at end of period	49,684	104,545	221,420	370,970	545,945	460,193	892,876	255,326	119,408	28,552
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.62	$9.68	$10.76	$10.33	$10.10	$10.04
Value at end of period	$11.46	$10.62	$9.68	$10.76	$10.33	$10.10
Number of accumulation units outstanding at end of period	690,272	2,760,200	2,359,809	388,947	284,351	88,256
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.61	$6.06	$10.30
Value at end of period	$8.08	$7.61	$6.06
Number of accumulation units outstanding at end of period	18,590	47,604	4,908
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.77	$9.50	$18.89	$15.86	$13.08	$11.48	$9.60
Value at end of period	$14.34	$12.77	$9.50	$18.89	$15.86	$13.08	$11.48
Number of accumulation units outstanding at end of period	40,309	101,625	203,957	234,886	132,885	22,052	1,253,308
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.35	$12.04	$25.06	$18.36	$13.72	$10.06
Value at end of period	$24.12	$20.35	$12.04	$25.06	$18.36	$13.72
Number of accumulation units outstanding at end of period	65,178	180,352	271,191	306,049	226,411	73,315
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$14.11	$11.40	$17.27	$17.12	$14.91	$13.95	$11.74	$9.16	$10.00
Value at end of period	$17.10	$14.11	$11.40	$17.27	$17.12	$14.91	$13.95	$11.74	$9.16
Number of accumulation units outstanding at end of period	24,159	58,828	88,108	132,151	168,891	200,030	248,264	108,853	12,516
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
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	28,844	37,518	66,620	149,475	134,373	124,114	2,268,707	1,251,726	11,544
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during August 2004)
Value at beginning of period	$12.32	$8.78	$12.30	$11.18	$10.74	$10.48	$9.31
Value at end of period	$13.88	$12.32	$8.78	$12.30	$11.18	$10.74	$10.48
Number of accumulation units outstanding at end of period	47,170	88,225	57,876	107,628	105,709	95,371	67,584


SDVA		CFI 30


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	$10.41	$8.01	$13.39	$13.85	$12.78	$11.66	$10.81	$10.00
Value at end of period	$12.74	$10.41	$8.01	$13.39	$13.85	$12.78	$11.66	$10.81
Number of accumulation units outstanding at end of period	5,048	10,428	19,045	21,333	35,024	30,789	1,431,091	192,028
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$16.73	$16.92	$16.76	$16.21	$15.71	$15.51	$15.60	$15.71	$15.71	$15.62
Value at end of period	$16.49	$16.73	$16.92	$16.76	$16.21	$15.71	$15.51	$15.60	$15.71	$15.71
Number of accumulation units outstanding at end of period	592,092	1,467,203	2,902,930	1,775,553	834,228	600,124	6,868,172	9,522,307	379,647	116,590
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during December 2003)
Value at beginning of period	$10.89	$9.30	$14.88	$14.50	$12.51	$12.03	$11.11	$10.00
Value at end of period	$12.56	$10.89	$9.30	$14.88	$14.50	$12.51	$12.03	$11.11
Number of accumulation units outstanding at end of period	7,194	15,319	24,052	40,811	42,534	21,535	2,121,046	2,060,651
ING MARSICO GROWTH PORTFOLIO
(Fund first available during July 2001)
Value at beginning of period	$10.46	$8.23	$13.99	$12.44	$12.03	$11.21	$10.02
Value at end of period	$12.36	$10.46	$8.23	$13.99	$12.44	$12.03	$11.21
Number of accumulation units outstanding at end of period	47,990	77,945	107,118	128,851	82,175	58,042	6,723,135
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	$10.06
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	11,020	37,045	81,007	109,023	90,947	90,519
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$24.59	$21.16	$27.66	$26.99	$24.46	$24.12	$22.03	$19.15	$20.47	$20.50
Value at end of period	$26.62	$24.59	$21.16	$27.66	$26.99	$24.46	$24.12	$22.03	$19.15	$20.47
Number of accumulation units outstanding at end of period	80,144	173,790	298,427	509,058	545,929	586,332	7,209,493	6,645,212	129,465	41,845
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	$10.11
Value at end of period	$16.59	$14.81	$11.32	$18.44	$14.69	$11.39
Number of accumulation units outstanding at end of period	78,611	178,953	298,673	317,967	240,166	222,209
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.00	$6.47	$10.06
Value at end of period	$11.52	$9.00	$6.47
Number of accumulation units outstanding at end of period	9,049	17,687	26,884
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.31	$9.69	$13.76	$12.73	$10.65	$10.20
Value at end of period	$13.81	$12.31	$9.69	$13.76	$12.73	$10.65
Number of accumulation units outstanding at end of period	78,610	105,266	155,143	181,142	138,777	95,199
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during September 2009)
Value at beginning of period	$12.13	$11.82
Value at end of period	$12.87	$12.13
Number of accumulation units outstanding at end of period	311	3,738

SDVA

CFI 31


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 November 2010)
Value at beginning of period	$14.02
Value at end of period	$14.53
Number of accumulation units outstanding at end of period	155
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$11.86	$8.62	$14.65	$13.95	$12.00	$10.06
Value at end of period	$13.56	$11.86	$8.62	$14.65	$13.95	$12.00
Number of accumulation units outstanding at end of period	13,805	33,374	85,989	115,631	130,234	148,134
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$13.36	$9.73	$16.59	$15.83	$13.66	$12.23	$10.79	$8.31	$10.00
Value at end of period	$15.25	$13.36	$9.73	$16.59	$15.83	$13.66	$12.23	$10.79	$8.31
Number of accumulation units outstanding at end of period	114,098	133,707	198,952	205,356	124,633	62,404	46,493	30,149	4,798
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.60	$9.24	$12.10	$11.94	$11.12	$10.82	$10.00
Value at end of period	$15.32	$13.60	$9.24	$12.10	$11.94	$11.12	$10.82
Number of accumulation units outstanding at end of period	160,264	214,385	355,072	645,733	891,162	763,255	8,744,441
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$17.43	$15.45	$15.05	$14.01	$13.63	$13.50	$13.06	$12.65	$11.81	$11.40
Value at end of period	$18.50	$17.43	$15.45	$15.05	$14.01	$13.63	$13.50	$13.06	$12.65	$11.81
Number of accumulation units outstanding at end of period	541,337	1,002,956	1,503,501	1,150,425	987,835	952,489	7,272,611	6,415,052	410,567	169,854
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	$10.43
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	6,765	8,900	25,983	72,601	83,748	98,943
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	75,689	112,756	164,899	159,682	123,128	130,232
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	78,571	41,509
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	420,267	670,674
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	$10.53	$9.63
Number of accumulation units outstanding at end of period	518,794	934,030

SDVA

CFI 32


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
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	392,883	651,120
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.68	$10.84
Value at end of period	$14.06	$12.68
Number of accumulation units outstanding at end of period	67,770	86,341
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.16	$6.71	$10.25
Value at end of period	$9.01	$8.16	$6.71
Number of accumulation units outstanding at end of period	114,143	280,224	42,302
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.51	$10.34
Value at end of period	$13.70	$12.51
Number of accumulation units outstanding at end of period	27,250	82,477
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.99	$11.56
Value at end of period	$16.11	$12.99
Number of accumulation units outstanding at end of period	30,589	32,115
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	$10.48
Value at end of period	$10.39	$8.44	$6.13
Number of accumulation units outstanding at end of period	10,465	48,233	16,262
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$8.68	$6.97	$10.16
Value at end of period	$10.78	$8.68	$6.97
Number of accumulation units outstanding at end of period	40,552	79,925	124,081
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.92	$9.25	$14.35	$13.26	$11.98	$10.42
Value at end of period	$15.51	$11.92	$9.25	$14.35	$13.26	$11.98
Number of accumulation units outstanding at end of period	164	494	4,363	7,009	8,704	10,623
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.96	$7.15	$10.44
Value at end of period	$10.95	$8.96	$7.15
Number of accumulation units outstanding at end of period	11,570	26,472	17,444
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.99	$9.13	$12.78	$12.42	$11.00	$10.10
Value at end of period	$13.47	$11.99	$9.13	$12.78	$12.42	$11.00
Number of accumulation units outstanding at end of period	409,614	616,266	1,033,419	1,123,549	871,871	404,984

SDVA

CFI 33


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.66	$8.65	$13.65	$13.44	$11.45	$11.18	$10.05
Value at end of period	$12.07	$10.66	$8.65	$13.65	$13.44	$11.45	$11.18
Number of accumulation units outstanding at end of period	109,229	170,972	271,992	370,643	324,040	185,397	4,592,038
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.12	$5.78	$10.17	$10.22
Value at end of period	$9.33	$8.12	$5.78	$10.17
Number of accumulation units outstanding at end of period	29,704	59,665	25,234	87,294
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.65	$7.43	$12.69	$11.18	$10.17
Value at end of period	$10.33	$9.65	$7.43	$12.69	$11.18
Number of accumulation units outstanding at end of period	51,318	73,996	116,050	74,518	28,173
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.80	$8.28	$13.94	$13.81	$11.49	$11.00
Value at end of period	$11.47	$10.80	$8.28	$13.94	$13.81	$11.49
Number of accumulation units outstanding at end of period	28,268	47,082	78,315	88,948	130,257	2,425
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$8.88	$6.22	$10.48	$9.92	$8.61	$8.61	$7.74	$6.13	$8.91	$10.00
Value at end of period	$9.75	$8.88	$6.22	$10.48	$9.92	$8.61	$8.61	$7.74	$6.13	$8.91
Number of accumulation units outstanding at end of period	8,293	18,489	29,675	40,369	50,854	60,516	80,037	82,473	51,743	18,641
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$10.61	$10.20	$9.88
Value at end of period	$11.07	$10.61	$10.20
Number of accumulation units outstanding at end of period	83,078	235,361	229,001
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.30	$7.95	$13.44	$13.52	$12.00	$11.17	$9.87
Value at end of period	$11.48	$10.30	$7.95	$13.44	$13.52	$12.00	$11.17
Number of accumulation units outstanding at end of period	3,056	4,903	8,957	12,336	15,848	11,669	13,294
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.84	$8.56	$13.68	$14.20	$12.44	$12.20	$10.60	$8.30	$10.00
Value at end of period	$12.30	$10.84	$8.56	$13.68	$14.20	$12.44	$12.20	$10.60	$8.30
Number of accumulation units outstanding at end of period	60,823	100,991	156,178	232,633	294,898	305,003	314,712	128,209	5,134
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	$10.22
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	68,854	102,770	190,773	182,104	144,450	128,902
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.47	$8.57	$12.84	$12.70	$11.11	$10.31
Value at end of period	$11.61	$10.47	$8.57	$12.84	$12.70	$11.11
Number of accumulation units outstanding at end of period	68,566	113,355	226,283	443,151	186,203	64,110

SDVA

CFI 34


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	$10.76	$9.09	$12.94	$12.09	$10.77	$9.90	$9.67
Value at end of period	$11.35	$10.76	$9.09	$12.94	$12.09	$10.77	$9.90
Number of accumulation units outstanding at end of period	88,043	199,728	283,944	293,296	245,971	200,632	347,886
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$7.70	$6.01	$10.22
Value at end of period	$8.03	$7.70	$6.01
Number of accumulation units outstanding at end of period	3,284	33,627	10,451
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
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	2,528	9,074	16,490	35,176	44,791	57,976	840,926	567,796	4,265
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$7.70	$6.29	$10.23	$10.03	$8.95	$8.84	$8.24	$10.00
Value at end of period	$8.55	$7.70	$6.29	$10.23	$10.03	$8.95	$8.84	$8.24
Number of accumulation units outstanding at end of period	3,814	6,453	19,260	28,683	33,353	48,020	3,671,891	3,673,934
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.33	$7.16	$12.97	$11.49	$9.92	$9.31	$8.27	$10.00
Value at end of period	$9.44	$9.33	$7.16	$12.97	$11.49	$9.92	$9.31	$8.27
Number of accumulation units outstanding at end of period	3,562	7,914	9,169	23,411	26,550	30,722	795,586	786,491
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	23,644	50,115	85,737	114,041	170,267	143,669	1,079,664	214,510



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 May 2008)
Value at beginning of period	$9.47	$7.97	$10.14
Value at end of period	$10.21	$9.47	$7.97
Number of accumulation units outstanding at end of period	12,963	16,653	29,714
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$11.03	$8.98	$12.72	$13.29	$11.33	$10.03
Value at end of period	$13.70	$11.03	$8.98	$12.72	$13.29	$11.33
Number of accumulation units outstanding at end of period	1,833	3,262	11,728	19,670	24,269	34,235

SDVA

CFI 35


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$13.29	$9.98	$17.73	$15.39	$14.06	$12.26	$10.84	$8.61	$9.69	$10.00
Value at end of period	$15.27	$13.29	$9.98	$17.73	$15.39	$14.06	$12.26	$10.84	$8.61	$9.69
Number of accumulation units outstanding at end of period	38,515	124,135	306,968	472,504	505,859	445,887	319,740	210,166	80,927	34,448
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	35,705	88,923	172,300	278,468	306,614	315,015	1,163,703	987,940	140,604	39,753
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.69	$7.17	$9.26
Value at end of period	$9.56	$8.69	$7.17
Number of accumulation units outstanding at end of period	5,655	35,229	77,205
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.90	$8.98	$10.14
Value at end of period	$10.31	$9.90	$8.98
Number of accumulation units outstanding at end of period	18,545	42,424	43,207
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$11.03	$8.60	$14.16	$13.79	$12.25	$11.84	$10.98	$10.00
Value at end of period	$12.01	$11.03	$8.60	$14.16	$13.79	$12.25	$11.84	$10.98
Number of accumulation units outstanding at end of period	119,576	247,027	409,427	594,652	591,894	521,149	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	$13.75	$11.86	$8.70	$15.90	$14.48	$13.44	$11.83	$10.76
Number of accumulation units outstanding at end of period	112,026	218,529	420,582	572,491	537,745	479,943	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	$18.16	$17.33	$12.39	$21.92	$18.69	$16.07	$13.53	$11.60
Number of accumulation units outstanding at end of period	55,070	98,221	213,978	348,184	305,285	234,850	865,696	208,539
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during September 2009)
Value at beginning of period	$13.06	$12.76
Value at end of period	$14.45	$13.06
Number of accumulation units outstanding at end of period	1,556	1,712
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.19	$11.17	$20.17	$17.63	$13.89	$12.25	$10.58	$8.21	$10.00
Value at end of period	$13.85	$13.19	$11.17	$20.17	$17.63	$13.89	$12.25	$10.58	$8.21
Number of accumulation units outstanding at end of period	19,432	41,541	81,666	100,240	108,821	100,067	330,064	172,289	806
ING BALANCED PORTFOLIO
(Funds were first received in this option during April 2006)
Value at beginning of period	$8.91	$7.62	$10.82	$10.46	$10.01
Value at end of period	$9.96	$8.91	$7.62	$10.82	$10.46
Number of accumulation units outstanding at end of period	1,688	4,424	19,505	45,204	54,428

SDVA

CFI 36


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	$9.93	$7.48	$12.96	$12.43	$10.98	$10.31
Value at end of period	$12.35	$9.93	$7.48	$12.96	$12.43	$10.98
Number of accumulation units outstanding at end of period	7,793	14,337	24,337	37,266	32,972	22,586
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.56	$10.03
Value at end of period	$10.94	$10.56
Number of accumulation units outstanding at end of period	29,628	29,653
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.81	$7.67	$12.81	$12.21	$11.60	$10.64
Value at end of period	$10.93	$9.81	$7.67	$12.81	$12.21	$11.60
Number of accumulation units outstanding at end of period	6,673	16,618	45,955	54,384	59,942	53,910
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.21	$8.30	$13.07	$12.75	$11.16	$11.02
Value at end of period	$10.04	$9.21	$8.30	$13.07	$12.75	$11.16
Number of accumulation units outstanding at end of period	4,118	8,505	9,977	11,999	17,314	6,372
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	7,600	8,548	19,450
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	$11.46
Value at end of period	$10.67	$9.36	$7.14	$12.38	$13.59
Number of accumulation units outstanding at end of period	1,413	7,623	23,669	24,009	12,666
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$14.03	$10.51	$17.40	$21.53	$15.92	$13.87	$9.68
Value at end of period	$17.64	$14.03	$10.51	$17.40	$21.53	$15.92	$13.87
Number of accumulation units outstanding at end of period	10,344	17,398	40,770	66,216	85,730	63,136	463,695
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	11,462	23,193	31,915	31,464	13,807
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during December 2005)
Value at beginning of period	$8.76	$6.77	$11.34	$11.08	$9.91	$9.93
Value at end of period	$9.64	$8.76	$6.77	$11.34	$11.08	$9.91
Number of accumulation units outstanding at end of period	5,626	11,997	20,934	30,713	27,831	5,194
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during August 2008)
Value at beginning of period	$7.19	$6.01	$9.25
Value at end of period	$8.82	$7.19	$6.01
Number of accumulation units outstanding at end of period	700	0	1,503

SDVA

CFI 37


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.12	$8.86	$14.82	$13.18	$11.99	$9.95
Value at end of period	$15.29	$12.12	$8.86	$14.82	$13.18	$11.99
Number of accumulation units outstanding at end of period	25,724	43,677	68,515	74,503	65,085	29,573
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.91	$7.64	$10.99	$10.90	$10.00
Value at end of period	$11.00	$9.91	$7.64	$10.99	$10.90
Number of accumulation units outstanding at end of period	15,044	77,376	200,497	224,942	92,585
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	$12.56
Value at end of period	$9.88	$9.01	$7.25	$11.86
Number of accumulation units outstanding at end of period	11,652	29,366	58,150	65,139
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	$10.00
Value at end of period	$8.44	$7.75	$6.05	$9.58
Number of accumulation units outstanding at end of period	4,081	15,848	110,359	118,027
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.33	$12.08	$20.85	$15.92	$13.35	$10.25
Value at end of period	$19.51	$16.33	$12.08	$20.85	$15.92	$13.35
Number of accumulation units outstanding at end of period	8,705	29,486	76,299	74,303	70,002	20,928
ING GROWTH AND INCOME PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.76	$6.08	$9.53
Value at end of period	$8.68	$7.76	$6.08
Number of accumulation units outstanding at end of period	11,894	505,910	1,016,111
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$12.93	$11.41
Value at end of period	$13.66	$12.93
Number of accumulation units outstanding at end of period	0	1,064
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.56	$7.08	$11.51	$11.18	$9.96	$9.64	$8.90	$7.20	$9.36	$10.00
Value at end of period	$9.55	$8.56	$7.08	$11.51	$11.18	$9.96	$9.64	$8.90	$7.20	$9.36
Number of accumulation units outstanding at end of period	22,122	408,941	1,943,130	1,875,407	265,732	263,048	548,608	275,705	35,518	6,121
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$12.04	$9.32	$15.24	$14.74	$13.75	$12.62	$11.04	$8.51	$9.87	$10.00
Value at end of period	$14.39	$12.04	$9.32	$15.24	$14.74	$13.75	$12.62	$11.04	$8.51	$9.87
Number of accumulation units outstanding at end of period	33,168	109,901	198,220	284,569	330,075	380,649	430,312	189,683	94,503	23,562
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$11.79	$9.64	$14.78	$16.09	$14.43	$13.68	$11.44	$8.57	$10.07	$10.00
Value at end of period	$14.18	$11.79	$9.64	$14.78	$16.09	$14.43	$13.68	$11.44	$8.57	$10.07
Number of accumulation units outstanding at end of period	26,211	75,694	133,846	186,973	226,332	255,221	345,339	128,264	50,587	7,282
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.47	$9.57	$10.67	$10.27	$10.08	$10.02
Value at end of period	$11.26	$10.47	$9.57	$10.67	$10.27	$10.08
Number of accumulation units outstanding at end of period	256,726	1,341,153	1,236,734	156,180	134,360	58,209


SDVA		CFI 38


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	$7.57	$6.05	$10.40
Value at end of period	$8.01	$7.57	$6.05
Number of accumulation units outstanding at end of period	7,566	16,249	934
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$12.55	$9.36	$18.68	$15.73	$13.01	$11.45	$9.65
Value at end of period	$14.05	$12.55	$9.36	$18.68	$15.73	$13.01	$11.45
Number of accumulation units outstanding at end of period	14,542	25,408	50,554	63,575	28,063	8,588	293,821
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$20.06	$11.90	$24.86	$18.27	$13.69	$10.56
Value at end of period	$23.71	$20.06	$11.90	$24.86	$18.27	$13.69
Number of accumulation units outstanding at end of period	8,163	24,363	63,201	79,601	57,079	25,623
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.78	$11.17	$16.97	$16.88	$14.75	$13.83	$11.68	$9.14	$10.00
Value at end of period	$16.65	$13.78	$11.17	$16.97	$16.88	$14.75	$13.83	$11.68	$9.14
Number of accumulation units outstanding at end of period	16,630	44,750	85,153	88,253	109,609	135,651	189,608	65,061	6,147
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.39	$9.91	$14.40	$14.91	$13.01	$13.63	$10.32	$7.83	$10.00
Value at end of period	$15.43	$12.39	$9.91	$14.40	$14.91	$13.01	$13.63	$10.32	$7.83
Number of accumulation units outstanding at end of period	7,381	16,904	31,195	50,964	51,518	46,549	434,570	299,555	2,705
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$12.11	$8.65	$12.16	$11.09	$10.69	$10.46	$9.34
Value at end of period	$13.60	$12.11	$8.65	$12.16	$11.09	$10.69	$10.46
Number of accumulation units outstanding at end of period	4,369	10,130	14,954	21,714	26,484	32,324	4,715
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.21	$7.88	$13.22	$13.71	$12.69	$11.61	$10.80	$10.00
Value at end of period	$12.46	$10.21	$7.88	$13.22	$13.71	$12.69	$11.61	$10.80
Number of accumulation units outstanding at end of period	13,500	18,986	20,571	35,682	35,875	35,992	179,814	51,221
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.69	$15.92	$15.82	$15.34	$14.92	$14.78	$14.90	$15.05	$15.11	$15.04
Value at end of period	$15.42	$15.69	$15.92	$15.82	$15.34	$14.92	$14.78	$14.90	$15.05	$15.11
Number of accumulation units outstanding at end of period	118,441	515,966	1,385,333	950,438	503,921	163,682	1,213,060	1,545,927	116,034	20,175
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during December 2003)
Value at beginning of period	$10.68	$9.15	$14.68	$14.35	$12.42	$11.98	$11.10	$10.00
Value at end of period	$12.29	$10.68	$9.15	$14.68	$14.35	$12.42	$11.98	$11.10
Number of accumulation units outstanding at end of period	223	5,926	11,220	21,077	22,347	7,228	625,795	676,868
ING MARSICO GROWTH PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$10.28	$8.11	$13.84	$12.34	$11.97	$11.18	$10.08
Value at end of period	$12.11	$10.28	$8.11	$13.84	$12.34	$11.97	$11.18
Number of accumulation units outstanding at end of period	9,252	12,655	19,430	26,985	19,088	33,051	1,545,306

SDVA

CFI 39


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
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	$10.00
Value at end of period	$13.40	$11.99	$8.87	$17.88	$15.09	$12.39
Number of accumulation units outstanding at end of period	2,015	10,377	28,090	43,845	45,314	30,219
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$23.48	$20.27	$26.57	$26.00	$23.64	$23.38	$21.42	$18.67	$20.03	$20.08
Value at end of period	$25.34	$23.48	$20.27	$26.57	$26.00	$23.64	$23.38	$21.42	$18.67	$20.03
Number of accumulation units outstanding at end of period	26,022	88,165	198,538	273,661	288,425	339,932	2,918,631	2,962,240	136,882	43,752
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	$10.07
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	13,381	51,116	100,788	94,127	79,898	58,814
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.95	$6.46	$10.05
Value at end of period	$11.43	$8.95	$6.46
Number of accumulation units outstanding at end of period	3,363	1,552	3,759
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.13	$9.58	$13.65	$12.66	$10.62	$10.09
Value at end of period	$13.57	$12.13	$9.58	$13.65	$12.66	$10.62
Number of accumulation units outstanding at end of period	14,126	16,856	31,246	40,607	39,650	27,021
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$12.10	$12.10
Value at end of period	$12.80	$12.10
Number of accumulation units outstanding at end of period	1,016	1,949
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$12.90	$12.83
Value at end of period	$14.45	$12.90
Number of accumulation units outstanding at end of period	958	958
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$11.69	$8.52	$14.53	$13.88	$11.98	$10.06
Value at end of period	$13.33	$11.69	$8.52	$14.53	$13.88	$11.98
Number of accumulation units outstanding at end of period	1,542	17,301	40,891	55,303	66,177	74,697
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$13.05	$9.53	$16.30	$15.61	$13.51	$12.13	$10.74	$8.29	$10.00
Value at end of period	$14.85	$13.05	$9.53	$16.30	$15.61	$13.51	$12.13	$10.74	$8.29
Number of accumulation units outstanding at end of period	4,593	14,528	34,743	53,350	49,580	15,023	25,934	16,831	295
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	28,753	73,312	131,540	227,570	251,546	262,811	2,556,237

SDVA

CFI 40


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	$16.64	$14.80	$14.45	$13.50	$13.17	$13.08	$12.70	$12.34	$11.55	$11.17
Value at end of period	$17.60	$16.64	$14.80	$14.45	$13.50	$13.17	$13.08	$12.70	$12.34	$11.55
Number of accumulation units outstanding at end of period	200,092	417,084	576,714	549,611	488,214	531,245	2,353,927	2,257,025	238,795	111,130
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	$10.64
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	406	8,288	21,325	37,122	44,851	43,430
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	$10.14
Value at end of period	$11.64	$10.05	$8.17	$12.44	$12.00	$10.87
Number of accumulation units outstanding at end of period	6,206	15,555	29,381	33,962	23,279	39,380
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	0	11,999
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	176,839	327,572
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	244,292	397,267
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	106,183	329,629
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.66	$10.83
Value at end of period	$13.99	$12.66
Number of accumulation units outstanding at end of period	9,116	24,417
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.12	$6.69	$9.09
Value at end of period	$8.94	$8.12	$6.69
Number of accumulation units outstanding at end of period	25,481	69,659	27,289
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.48	$10.63
Value at end of period	$13.62	$12.48
Number of accumulation units outstanding at end of period	15,290	71,456

SDVA

CFI 41


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 August 2009)
Value at beginning of period	$12.96	$11.55
Value at end of period	$16.03	$12.96
Number of accumulation units outstanding at end of period	5,638	11,426
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.39	$6.11	$10.38
Value at end of period	$10.30	$8.39	$6.11
Number of accumulation units outstanding at end of period	5,372	8,467	8,334
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	$10.36
Value at end of period	$10.69	$8.63	$6.95
Number of accumulation units outstanding at end of period	5,585	10,151	22,724
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.75	$9.15	$14.24	$13.19	$11.95	$11.40
Value at end of period	$15.24	$11.75	$9.15	$14.24	$13.19	$11.95
Number of accumulation units outstanding at end of period	4,426	6,100	8,447	8,804	13,856	4,439
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.91	$7.13	$10.68
Value at end of period	$10.86	$8.91	$7.13
Number of accumulation units outstanding at end of period	7,702	4,758	9,187
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.82	$9.03	$12.68	$12.36	$10.97	$9.99
Value at end of period	$13.24	$11.82	$9.03	$12.68	$12.36	$10.97
Number of accumulation units outstanding at end of period	43,948	98,551	234,640	335,786	271,293	102,114
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during June 2004)
Value at beginning of period	$10.47	$8.53	$13.50	$13.33	$11.40	$11.16	$10.07
Value at end of period	$11.83	$10.47	$8.53	$13.50	$13.33	$11.40	$11.16
Number of accumulation units outstanding at end of period	24,684	62,824	125,026	132,415	135,716	116,092	1,402,760
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during July 2007)
Value at beginning of period	$8.05	$5.75	$10.15	$10.22
Value at end of period	$9.22	$8.05	$5.75	$10.15
Number of accumulation units outstanding at end of period	7,311	16,688	3,565	324
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.54	$7.37	$12.63	$11.16	$10.17
Value at end of period	$10.18	$9.54	$7.37	$12.63	$11.16
Number of accumulation units outstanding at end of period	3,347	20,600	33,678	18,700	8,343
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.65	$8.19	$13.82	$13.74	$11.47	$10.28
Value at end of period	$11.27	$10.65	$8.19	$13.82	$13.74	$11.47
Number of accumulation units outstanding at end of period	498	5,862	14,595	22,698	26,144	2,415

SDVA

CFI 42


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$8.65	$6.08	$10.28	$9.76	$8.50	$8.52	$7.68	$6.10	$8.89	$10.00
Value at end of period	$9.47	$8.65	$6.08	$10.28	$9.76	$8.50	$8.52	$7.68	$6.10	$8.89
Number of accumulation units outstanding at end of period	3,036	7,285	14,781	25,014	24,968	30,316	44,868	47,044	45,652	39,763
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$10.55	$10.17	$9.84
Value at end of period	$10.98	$10.55	$10.17
Number of accumulation units outstanding at end of period	10,455	28,267	15,769
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.13	$7.84	$13.29	$13.41	$11.94	$11.47
Value at end of period	$11.25	$10.13	$7.84	$13.29	$13.41	$11.94
Number of accumulation units outstanding at end of period	32	352	484	485	852	2,196
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.59	$8.39	$13.44	$14.00	$12.30	$12.10	$10.55	$8.28	$10.00
Value at end of period	$11.98	$10.59	$8.39	$13.44	$14.00	$12.30	$12.10	$10.55	$8.28
Number of accumulation units outstanding at end of period	20,418	47,130	100,672	140,726	152,841	145,014	733,524	589,925	6,396
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	$10.21
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	20,656	35,621	72,922	49,418	41,545	25,643
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.32	$8.48	$12.73	$12.63	$11.09	$10.33
Value at end of period	$11.41	$10.32	$8.48	$12.73	$12.63	$11.09
Number of accumulation units outstanding at end of period	10,725	30,725	64,900	93,646	102,143	25,456
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$10.58	$8.96	$12.79	$12.00	$10.72	$9.88	$8.93
Value at end of period	$11.12	$10.58	$8.96	$12.79	$12.00	$10.72	$9.88
Number of accumulation units outstanding at end of period	14,179	22,462	46,226	53,813	70,035	70,166	78,661
ING WISDOM TREE^SMGLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$7.66	$6.00	$8.92
Value at end of period	$7.97	$7.66	$6.00
Number of accumulation units outstanding at end of period	0	483	816
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$10.02	$7.68	$13.73	$14.09	$11.51	$11.86	$10.64	$8.42	$10.00
Value at end of period	$12.00	$10.02	$7.68	$13.73	$14.09	$11.51	$11.86	$10.64	$8.42
Number of accumulation units outstanding at end of period	4,928	8,101	12,158	17,635	19,473	21,521	255,487	231,095	1,328
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$7.50	$6.14	$10.03	$9.86	$8.83	$8.74	$8.18	$10.00
Value at end of period	$8.30	$7.50	$6.14	$10.03	$9.86	$8.83	$8.74	$8.18
Number of accumulation units outstanding at end of period	563	564	2,211	4,738	4,927	5,894	518,311	467,546

SDVA

CFI 43


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$9.09	$6.99	$12.71	$11.29	$9.78	$9.21	$8.20	$10.00
Value at end of period	$9.16	$9.09	$6.99	$12.71	$11.29	$9.78	$9.21	$8.20
Number of accumulation units outstanding at end of period	609	613	1,645	5,753	7,207	5,031	140,140	190,714
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	1,711	18,247	22,248	36,075	43,490	45,832	282,310	74,879



Separate Account Annual Charges of 1.90%

	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	$9.44	$7.96	$9.62
Value at end of period	$10.17	$9.44	$7.96
Number of accumulation units outstanding at end of period	12,692	24,268	17,229
COLUMBIA SMALL CAP VALUE FUND VS
(Fund first available during May 2005)
Value at beginning of period	$10.95	$8.93	$12.67	$13.26	$11.32	$10.19
Value at end of period	$13.58	$10.95	$8.93	$12.67	$13.26	$11.32
Number of accumulation units outstanding at end of period	0	1,239	7,125	10,744	11,104	11,597
FIDELITY® VIP CONTRAFUND® PORTFOLIO
Value at beginning of period	$13.12	$9.87	$17.56	$15.26	$13.96	$12.20	$10.80	$8.59	$9.68	$10.00
Value at end of period	$15.05	$13.12	$9.87	$17.56	$15.26	$13.96	$12.20	$10.80	$8.59	$9.68
Number of accumulation units outstanding at end of period	20,770	63,550	112,124	167,342	165,314	155,560	117,473	73,653	26,329	8,281
FIDELITY® VIP EQUITY-INCOME PORTFOLIO
Value at beginning of period	$9.36	$7.35	$13.10	$13.19	$11.21	$10.82	$9.92	$7.78	$9.57	$10.00
Value at end of period	$10.56	$9.36	$7.35	$13.10	$13.19	$11.21	$10.82	$9.92	$7.78	$9.57
Number of accumulation units outstanding at end of period	17,511	43,756	122,027	147,298	133,068	139,709	3,034,707	1,794,730	24,657	9,493
ING AMERICAN FUNDS ASSET ALLOCATION PORTFOLIO
(Funds were first received in this option during June 2008)
Value at beginning of period	$8.67	$7.16	$9.92
Value at end of period	$9.52	$8.67	$7.16
Number of accumulation units outstanding at end of period	0	1,019	126
ING AMERICAN FUNDS BOND PORTFOLIO
(Funds were first received in this option during May 2008)
Value at beginning of period	$9.87	$8.97	$10.13
Value at end of period	$10.27	$9.87	$8.97
Number of accumulation units outstanding at end of period	31,616	56,479	57,287
ING AMERICAN FUNDS GROWTH-INCOME PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.92	$8.53	$14.07	$13.72	$12.21	$11.82	$10.97	$10.00
Value at end of period	$11.88	$10.92	$8.53	$14.07	$13.72	$12.21	$11.82	$10.97
Number of accumulation units outstanding at end of period	77,035	123,513	203,674	282,053	275,143	259,406	9,395,072	1,387,064

SDVA

CFI 44


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	$11.74	$8.63	$15.79	$14.40	$13.39	$11.80	$10.75	$10.00
Value at end of period	$13.60	$11.74	$8.63	$15.79	$14.40	$13.39	$11.80	$10.75
Number of accumulation units outstanding at end of period	71,213	156,771	315,600	378,379	365,547	361,680	12,085,363	1,785,979
ING AMERICAN FUNDS INTERNATIONAL PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$17.16	$12.29	$21.78	$18.59	$16.01	$13.50	$11.60	$10.00
Value at end of period	$17.96	$17.16	$12.29	$21.78	$18.59	$16.01	$13.50	$11.60
Number of accumulation units outstanding at end of period	35,614	87,804	137,719	186,510	174,458	156,496	3,432,847	564,361
ING AMERICAN FUNDS WORLD ALLOCATION PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$13.04	$11.45
Value at end of period	$14.42	$13.04
Number of accumulation units outstanding at end of period	0	553
ING ARTIO FOREIGN PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.04	$11.06	$20.00	$17.50	$13.81	$12.20	$10.55	$8.20	$10.00
Value at end of period	$13.67	$13.04	$11.06	$20.00	$17.50	$13.81	$12.20	$10.55	$8.20
Number of accumulation units outstanding at end of period	8,924	31,711	51,840	77,444	74,000	53,936	3,062,604	582,823	2,717
ING BALANCED PORTFOLIO
(Fund first available during April 2006)
Value at beginning of period	$8.86	$7.59	$10.79	$10.44	$10.01
Value at end of period	$9.89	$8.86	$7.59	$10.79	$10.44
Number of accumulation units outstanding at end of period	19,122	22,495	24,621	29,770	34,865
ING BARON SMALL CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.86	$7.44	$12.90	$12.40	$10.97	$10.42
Value at end of period	$12.24	$9.86	$7.44	$12.90	$12.40	$10.97
Number of accumulation units outstanding at end of period	2,304	12,738	54,352	53,674	15,523	17,235
ING BLACKROCK INFLATION PROTECTED BOND PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$10.55	$9.97
Value at end of period	$10.91	$10.55
Number of accumulation units outstanding at end of period	9,366	13,288
ING BLACKROCK LARGE CAP GROWTH PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.74	$7.62	$12.76	$12.18	$11.59	$11.18
Value at end of period	$10.84	$9.74	$7.62	$12.76	$12.18	$11.59
Number of accumulation units outstanding at end of period	5,590	17,922	28,574	37,675	47,308	44,540
ING BLACKROCK LARGE CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.14	$8.26	$13.01	$12.72	$11.14	$11.03
Value at end of period	$9.95	$9.14	$8.26	$13.01	$12.72	$11.14
Number of accumulation units outstanding at end of period	0	2,882	3,201	4,759	4,804	3,528
ING BLACKROCK SCIENCE AND TECHNOLOGY OPPORTUNITIES
PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$9.70	$6.48	$9.99
Value at end of period	$11.24	$9.70	$6.48
Number of accumulation units outstanding at end of period	3,437	4,612	3,252

SDVA

CFI 45


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	$9.31	$7.11	$12.35	$13.58	$11.42
Value at end of period	$10.60	$9.31	$7.11	$12.35	$13.58
Number of accumulation units outstanding at end of period	283	2,911	8,882	13,622	13,045
ING CLARION REAL ESTATE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.91	$10.43	$17.30	$21.44	$15.88	$13.86	$9.70
Value at end of period	$17.46	$13.91	$10.43	$17.30	$21.44	$15.88	$13.86
Number of accumulation units outstanding at end of period	1,208	8,509	20,724	46,503	61,826	41,575	1,760,569
ING COLUMBIA SMALL CAP VALUE PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$8.01	$6.54	$10.12	$10.02	$10.19
Value at end of period	$9.84	$8.01	$6.54	$10.12	$10.02
Number of accumulation units outstanding at end of period	139	865	4,994	4,112	5,452
ING DAVIS NEW YORK VENTURE PORTFOLIO
(Fund first available during February 2006)
Value at beginning of period	$8.70	$6.74	$11.31	$11.07	$9.96
Value at end of period	$9.57	$8.70	$6.74	$11.31	$11.07
Number of accumulation units outstanding at end of period	5,455	10,587	19,769	21,550	18,010
ING DFA WORLD EQUITY PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$7.17	$6.00	$8.86
Value at end of period	$8.78	$7.17	$6.00
Number of accumulation units outstanding at end of period	0	0	171
ING FMR^SMDIVERSIFIED MID CAP PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.03	$8.81	$14.76	$13.15	$11.97	$11.08
Value at end of period	$15.15	$12.03	$8.81	$14.76	$13.15	$11.97
Number of accumulation units outstanding at end of period	3,603	31,150	57,885	62,177	32,111	22,982
ING FRANKLIN INCOME PORTFOLIO
(Fund first available during May 2006)
Value at beginning of period	$9.85	$7.61	$10.96	$10.89	$9.98
Value at end of period	$10.92	$9.85	$7.61	$10.96	$10.89
Number of accumulation units outstanding at end of period	18,797	26,341	81,432	106,851	42,469
ING FRANKLIN MUTUAL SHARES PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$8.97	$7.23	$11.85	$12.70
Value at end of period	$9.82	$8.97	$7.23	$11.85
Number of accumulation units outstanding at end of period	5,200	23,366	68,923	70,039
ING FRANKLIN TEMPLETON FOUNDING STRATEGY PORTFOLIO
(Funds were first received in this option during May 2007)
Value at beginning of period	$7.72	$6.04	$9.57	$10.09
Value at end of period	$8.39	$7.72	$6.04	$9.57
Number of accumulation units outstanding at end of period	2,518	9,173	34,671	33,974
ING GLOBAL RESOURCES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$16.21	$12.02	$20.76	$15.88	$13.33	$10.22
Value at end of period	$19.34	$16.21	$12.02	$20.76	$15.88	$13.33
Number of accumulation units outstanding at end of period	4,139	14,729	38,394	43,464	47,838	14,432

SDVA

CFI 46


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 June 2008)
Value at beginning of period	$7.74	$6.07	$9.26
Value at end of period	$8.64	$7.74	$6.07
Number of accumulation units outstanding at end of period	14,898	365,489	539,831
ING HANG SENG INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.92	$10.80
Value at end of period	$13.62	$12.92
Number of accumulation units outstanding at end of period	207	39
ING INDEX PLUS LARGECAP PORTFOLIO
Value at beginning of period	$8.45	$7.00	$11.40	$11.09	$9.89	$9.59	$8.87	$7.18	$9.36	$10.00
Value at end of period	$9.41	$8.45	$7.00	$11.40	$11.09	$9.89	$9.59	$8.87	$7.18	$9.36
Number of accumulation units outstanding at end of period	26,700	267,105	1,162,616	1,006,831	121,893	127,326	1,954,792	957,662	26,792	4,667
ING INDEX PLUS MIDCAP PORTFOLIO
Value at beginning of period	$11.89	$9.22	$15.09	$14.62	$13.65	$12.56	$11.00	$8.49	$9.87	$10.00
Value at end of period	$14.18	$11.89	$9.22	$15.09	$14.62	$13.65	$12.56	$11.00	$8.49	$9.87
Number of accumulation units outstanding at end of period	37,177	81,040	129,754	170,272	204,576	215,751	770,708	113,912	97,941	4,408
ING INDEX PLUS SMALLCAP PORTFOLIO
Value at beginning of period	$11.64	$9.53	$14.64	$15.96	$14.34	$13.61	$11.40	$8.55	$10.07	$10.00
Value at end of period	$13.98	$11.64	$9.53	$14.64	$15.96	$14.34	$13.61	$11.40	$8.55	$10.07
Number of accumulation units outstanding at end of period	21,895	64,677	104,324	153,572	172,412	176,453	711,336	101,972	69,821	5,763
ING INTERMEDIATE BOND PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.39	$9.52	$10.62	$10.25	$10.06	$10.03
Value at end of period	$11.16	$10.39	$9.52	$10.62	$10.25	$10.06
Number of accumulation units outstanding at end of period	132,398	752,666	780,147	105,617	68,813	38,902
ING INTERNATIONAL INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$7.55	$6.36
Value at end of period	$7.98	$7.55
Number of accumulation units outstanding at end of period	954	27,336
ING JANUS CONTRARIAN PORTFOLIO
(Fund first available during October 2004)
Value at beginning of period	$12.44	$9.29	$18.57	$15.66	$12.98	$11.44	$10.31
Value at end of period	$13.91	$12.44	$9.29	$18.57	$15.66	$12.98	$11.44
Number of accumulation units outstanding at end of period	6,728	22,656	49,979	63,930	6,521	2,118	1,251,267
ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$19.91	$11.83	$24.75	$18.22	$13.68	$10.34
Value at end of period	$23.50	$19.91	$11.83	$24.75	$18.22	$13.68
Number of accumulation units outstanding at end of period	9,123	18,896	36,266	50,695	30,698	12,577
ING JPMORGAN MID CAP VALUE PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$13.62	$11.05	$16.83	$16.76	$14.66	$13.78	$11.65	$9.13	$10.00
Value at end of period	$16.43	$13.62	$11.05	$16.83	$16.76	$14.66	$13.78	$11.65	$9.13
Number of accumulation units outstanding at end of period	8,479	22,817	37,233	53,606	120,976	141,544	143,912	82,437	2,029
ING JPMORGAN SMALL CAP CORE EQUITY PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$12.25	$9.81	$14.27	$14.80	$12.93	$13.63	$10.30	$7.82	$10.00
Value at end of period	$15.23	$12.25	$9.81	$14.27	$14.80	$12.93	$13.63	$10.30	$7.82
Number of accumulation units outstanding at end of period	3,714	14,494	53,162	67,737	70,056	83,207	2,099,655	1,006,794	2,735


SDVA		CFI 47


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING LARGE CAP GROWTH PORTFOLIO
(Fund first available during December 2004)
Value at beginning of period	$12.01	$8.59	$12.09	$11.04	$10.66	$10.45	$10.48
Value at end of period	$13.46	$12.01	$8.59	$12.09	$11.04	$10.66	$10.45
Number of accumulation units outstanding at end of period	423	4,747	3,277	8,614	10,224	12,100	45,863
ING LEGG MASON CLEARBRIDGE AGGRESSIVE GROWTH PORTFOLIO
(Fund first available during September 2003)
Value at beginning of period	$10.12	$7.81	$13.13	$13.64	$12.64	$11.59	$10.80	$10.00
Value at end of period	$12.32	$10.12	$7.81	$13.13	$13.64	$12.64	$11.59	$10.80
Number of accumulation units outstanding at end of period	9,841	16,175	17,908	22,089	19,873	26,458	1,947,332	291,189
ING LIQUID ASSETS PORTFOLIO
Value at beginning of period	$15.20	$15.45	$15.37	$14.93	$14.54	$14.42	$14.57	$14.70	$14.81	$14.76
Value at end of period	$14.91	$15.20	$15.45	$15.37	$14.93	$14.54	$14.42	$14.57	$14.70	$14.81
Number of accumulation units outstanding at end of period	77,354	229,816	701,838	517,187	423,630	301,712	5,864,378	5,938,918	130,083	45,601
ING LORD ABBETT GROWTH AND INCOME PORTFOLIO (CLASS S)
(Fund first available during December 2003)
Value at beginning of period	$10.57	$9.07	$14.59	$14.28	$12.37	$11.96	$11.09	$10.00
Value at end of period	$12.15	$10.57	$9.07	$14.59	$14.28	$12.37	$11.96	$11.09
Number of accumulation units outstanding at end of period	12,644	17,752	22,015	25,164	25,181	21,046	2,375,113	2,433,238
ING MARSICO GROWTH PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.20	$8.06	$13.76	$12.29	$11.94	$11.17	$9.69
Value at end of period	$11.99	$10.20	$8.06	$13.76	$12.29	$11.94	$11.17
Number of accumulation units outstanding at end of period	5,310	8,390	14,633	16,444	12,344	10,443	5,851,107
ING MARSICO INTERNATIONAL OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.90	$8.82	$17.81	$15.06	$12.37	$10.31
Value at end of period	$13.29	$11.90	$8.82	$17.81	$15.06	$12.37
Number of accumulation units outstanding at end of period	4,915	14,353	26,068	29,695	27,358	27,718
ING MFS TOTAL RETURN PORTFOLIO
Value at beginning of period	$22.94	$19.83	$26.03	$25.52	$23.24	$23.02	$21.12	$18.44	$19.81	$19.87
Value at end of period	$24.72	$22.94	$19.83	$26.03	$25.52	$23.24	$23.02	$21.12	$18.44	$19.81
Number of accumulation units outstanding at end of period	27,916	51,059	105,511	159,237	167,405	157,559	6,519,914	5,686,198	58,555	8,837
ING MFS UTILITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$14.50	$11.13	$18.21	$14.58	$11.36	$10.15
Value at end of period	$16.17	$14.50	$11.13	$18.21	$14.58	$11.36
Number of accumulation units outstanding at end of period	6,345	16,107	41,108	45,911	43,360	31,643
ING MIDCAP OPPORTUNITIES PORTFOLIO
(Funds were first received in this option during April 2008)
Value at beginning of period	$8.93	$6.45	$10.05
Value at end of period	$11.38	$8.93	$6.45
Number of accumulation units outstanding at end of period	2,528	2,471	3,230
ING MORGAN STANLEY GLOBAL FRANCHISE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$12.04	$9.52	$13.59	$12.63	$10.61	$10.19
Value at end of period	$13.46	$12.04	$9.52	$13.59	$12.63	$10.61
Number of accumulation units outstanding at end of period	1,479	8,253	26,935	42,628	35,898	19,921

SDVA

CFI 48


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING MORGAN STANLEY GLOBAL TACTICAL ASSET ALLOCATION
PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.09	$11.45
Value at end of period	$12.77	$12.09
Number of accumulation units outstanding at end of period	9,262	10,054
ING OPPENHEIMER ACTIVE ALLOCATION PORTFOLIO
(Funds were first received in this option during May 2009)
Value at beginning of period	$12.89	$10.67
Value at end of period	$14.41	$12.89
Number of accumulation units outstanding at end of period	1,053	1,053
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS I)
(Fund first available during May 2002)
Value at beginning of period	$11.60	$8.47	$14.47	$13.85	$11.96	$10.06
Value at end of period	$13.21	$11.60	$8.47	$14.47	$13.85	$11.96
Number of accumulation units outstanding at end of period	5,683	22,899	44,624	61,537	69,753	74,094
ING OPPENHEIMER GLOBAL PORTFOLIO (CLASS S)
(Fund first available during May 2002)
Value at beginning of period	$12.90	$9.44	$16.16	$15.49	$13.43	$12.09	$10.71	$8.28	$10.00
Value at end of period	$14.66	$12.90	$9.44	$16.16	$15.49	$13.43	$12.09	$10.71	$8.28
Number of accumulation units outstanding at end of period	932	5,829	11,592	16,883	14,129	7,670	19,568	16,760	193
ING PIMCO HIGH YIELD PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$13.26	$9.05	$11.90	$11.80	$11.04	$10.78	$10.00
Value at end of period	$14.86	$13.26	$9.05	$11.90	$11.80	$11.04	$10.78
Number of accumulation units outstanding at end of period	32,939	78,581	139,311	198,252	204,294	182,920	8,122,576
ING PIMCO TOTAL RETURN BOND PORTFOLIO
Value at beginning of period	$16.26	$14.48	$14.16	$13.25	$12.95	$12.88	$12.52	$12.18	$11.43	$11.05
Value at end of period	$17.17	$16.26	$14.48	$14.16	$13.25	$12.95	$12.88	$12.52	$12.18	$11.43
Number of accumulation units outstanding at end of period	62,865	203,467	266,687	240,250	188,700	191,646	6,098,052	5,824,732	280,008	20,362
ING PIONEER FUND PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.07	$8.27	$12.92	$12.53	$10.94	$10.77
Value at end of period	$11.45	$10.07	$8.27	$12.92	$12.53	$10.94
Number of accumulation units outstanding at end of period	2,364	7,846	19,744	24,688	25,524	24,534
ING PIONEER MID CAP VALUE PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$9.98	$8.13	$12.39	$11.97	$10.86	$10.47
Value at end of period	$11.54	$9.98	$8.13	$12.39	$11.97	$10.86
Number of accumulation units outstanding at end of period	571	16,771	101,456	101,887	21,668	13,303
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	$8.79	$8.31
Number of accumulation units outstanding at end of period	8,138	5,518
ING RETIREMENT GROWTH PORTFOLIO
(Funds were first received in this option during October 2009)
Value at beginning of period	$9.36	$9.21
Value at end of period	$10.25	$9.36
Number of accumulation units outstanding at end of period	67,771	97,900

SDVA

CFI 49


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	$9.62	$9.49
Value at end of period	$10.48	$9.62
Number of accumulation units outstanding at end of period	58,654	120,945
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	$10.58	$9.85
Number of accumulation units outstanding at end of period	96,198	150,309
ING RUSSELL^TMLARGE CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.64	$10.83
Value at end of period	$13.95	$12.64
Number of accumulation units outstanding at end of period	30,002	50,632
ING RUSSELL^TMLARGE CAP INDEX PORTFOLIO
(Funds were first received in this option during June 2009)
Value at beginning of period	$8.10	$6.90
Value at end of period	$8.90	$8.10
Number of accumulation units outstanding at end of period	11,243	23,682
ING RUSSELL^TMLARGE CAP VALUE INDEX PORTFOLIO
(Funds were first received in this option during July 2009)
Value at beginning of period	$12.46	$10.63
Value at end of period	$13.59	$12.46
Number of accumulation units outstanding at end of period	17,824	45,844
ING RUSSELL^TMMID CAP GROWTH INDEX PORTFOLIO
(Funds were first received in this option during August 2009)
Value at beginning of period	$12.95	$11.55
Value at end of period	$15.99	$12.95
Number of accumulation units outstanding at end of period	293	1,435
ING RUSSELL^TMMID CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$8.37	$6.11	$8.61
Value at end of period	$10.26	$8.37	$6.11
Number of accumulation units outstanding at end of period	2,074	5,389	303
ING RUSSELL^TMSMALL CAP INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$8.61	$6.94	$10.31
Value at end of period	$10.65	$8.61	$6.94
Number of accumulation units outstanding at end of period	1,204	3,997	6,375
ING SMALLCAP OPPORTUNITIES PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.66	$9.10	$14.18	$13.16	$11.94	$11.12
Value at end of period	$15.11	$11.66	$9.10	$14.18	$13.16	$11.94
Number of accumulation units outstanding at end of period	0	330	883	975	2,134	1,178
ING SMALL COMPANY PORTFOLIO
(Funds were first received in this option during July 2008)
Value at beginning of period	$8.89	$7.12	$9.54
Value at end of period	$10.82	$8.89	$7.12
Number of accumulation units outstanding at end of period	269	269	1,880

SDVA

CFI 50


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING T. ROWE PRICE CAPITAL APPRECIATION PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$11.73	$8.98	$12.62	$12.33	$10.96	$10.05
Value at end of period	$13.13	$11.73	$8.98	$12.62	$12.33	$10.96
Number of accumulation units outstanding at end of period	6,332	61,718	153,663	193,477	144,645	51,306
ING T. ROWE PRICE EQUITY INCOME PORTFOLIO
(Fund first available during July 2004)
Value at beginning of period	$10.38	$8.47	$13.42	$13.28	$11.37	$11.15	$10.07
Value at end of period	$11.71	$10.38	$8.47	$13.42	$13.28	$11.37	$11.15
Number of accumulation units outstanding at end of period	5,310	21,599	50,205	75,180	44,680	36,115	5,039,682
ING T. ROWE PRICE GROWTH EQUITY PORTFOLIO
(Funds were first received in this option during June 2007)
Value at beginning of period	$8.02	$5.73	$10.14	$10.30
Value at end of period	$9.17	$8.02	$5.73	$10.14
Number of accumulation units outstanding at end of period	2,205	3,578	1,263	576
ING TEMPLETON FOREIGN EQUITY PORTFOLIO
(Fund first available during June 2006)
Value at beginning of period	$9.49	$7.34	$12.60	$11.15	$9.61
Value at end of period	$10.11	$9.49	$7.34	$12.60	$11.15
Number of accumulation units outstanding at end of period	7,421	21,983	37,621	16,971	5,116
ING TEMPLETON GLOBAL GROWTH PORTFOLIO (CLASS S)
(Fund first available during May 2005)
Value at beginning of period	$10.57	$8.15	$13.77	$13.70	$11.46	$10.28
Value at end of period	$11.17	$10.57	$8.15	$13.77	$13.70	$11.46
Number of accumulation units outstanding at end of period	0	4,561	13,985	25,283	16,003	6,246
ING THORNBURG VALUE PORTFOLIO
Value at beginning of period	$8.54	$6.01	$10.18	$9.68	$8.44	$8.47	$7.65	$6.09	$8.89	$10.00
Value at end of period	$9.33	$8.54	$6.01	$10.18	$9.68	$8.44	$8.47	$7.65	$6.09	$8.89
Number of accumulation units outstanding at end of period	3,273	15,748	27,003	35,639	43,384	51,164	52,656	57,505	27,828	5,621
ING U.S. BOND INDEX PORTFOLIO
(Funds were first received in this option during September 2008)
Value at beginning of period	$10.52	$10.16	$9.96
Value at end of period	$10.93	$10.52	$10.16
Number of accumulation units outstanding at end of period	4,501	8,500	7,903
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.04	$7.78	$13.22	$13.35	$11.91	$11.13	$10.01
Value at end of period	$11.13	$10.04	$7.78	$13.22	$13.35	$11.91	$11.13
Number of accumulation units outstanding at end of period	374	634	634	2,055	1,795	2,950	2,964
ING VAN KAMPEN COMSTOCK PORTFOLIO
(Fund first available during May 2002)
Value at beginning of period	$10.47	$8.30	$13.33	$13.90	$12.23	$12.05	$10.52	$8.27	$10.00
Value at end of period	$11.83	$10.47	$8.30	$13.33	$13.90	$12.23	$12.05	$10.52	$8.27
Number of accumulation units outstanding at end of period	6,991	22,655	39,124	57,070	95,691	98,322	177,317	54,491	2,102
ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.88	$9.06	$12.09	$11.93	$10.82	$10.48
Value at end of period	$11.96	$10.88	$9.06	$12.09	$11.93	$10.82
Number of accumulation units outstanding at end of period	1,184	12,316	33,284	21,895	15,076	28,433

SDVA

CFI 51


Condensed Financial Information (continued)





	2010	2009	2008	2007	2006	2005	2004	2003	2002	2001
ING VAN KAMPEN GROWTH AND INCOME PORTFOLIO
(Fund first available during May 2005)
Value at beginning of period	$10.25	$8.43	$12.68	$12.60	$11.07	$10.68
Value at end of period	$11.31	$10.25	$8.43	$12.68	$12.60	$11.07
Number of accumulation units outstanding at end of period	9,551	25,385	36,970	41,623	38,660	18,860
ING WELLS FARGO HEALTH CARE PORTFOLIO
(Fund first available during May 2004)
Value at beginning of period	$10.48	$8.90	$12.72	$11.95	$10.69	$9.87	$9.95
Value at end of period	$11.00	$10.48	$8.90	$12.72	$11.95	$10.69	$9.87
Number of accumulation units outstanding at end of period	6,985	19,291	64,844	65,076	71,746	69,489	592,804
INVESCO V.I. LEISURE FUND
(Fund first available during May 2002)
Value at beginning of period	$9.91	$7.61	$13.61	$13.99	$11.45	$11.81	$10.61	$8.41	$10.00
Value at end of period	$11.85	$9.91	$7.61	$13.61	$13.99	$11.45	$11.81	$10.61	$8.41
Number of accumulation units outstanding at end of period	0	3,413	3,826	3,829	6,541	6,543	668,459	510,398	0
PROFUND VP BULL
(Fund first available during August 2003)
Value at beginning of period	$7.40	$6.07	$9.93	$9.77	$8.76	$8.69	$8.14	$10.00
Value at end of period	$8.18	$7.40	$6.07	$9.93	$9.77	$8.76	$8.69	$8.14
Number of accumulation units outstanding at end of period	0	178	564	565	9,584	22,904	1,940,698	1,278,503
PROFUND VP EUROPE 30
(Fund first available during December 2003)
Value at beginning of period	$8.97	$6.91	$12.58	$11.19	$9.71	$9.16	$8.17	$10.00
Value at end of period	$9.03	$8.97	$6.91	$12.58	$11.19	$9.71	$9.16	$8.17
Number of accumulation units outstanding at end of period	626	1,106	6,107	5,976	6,151	7,232	557,626	445,959
PROFUND VP RISING RATES OPPORTUNITY
(Fund first available during October 2003)
Value at beginning of period	$5.86	$4.52	$7.42	$7.98	$7.39	$8.17	$9.35	$10.00
Value at end of period	$4.82	$5.86	$4.52	$7.42	$7.98	$7.39	$8.17	$9.35
Number of accumulation units outstanding at end of period	10,865	19,533	25,041	32,867	37,896	35,267	1,007,799	812,145

SDVA

CFI 52

PART C - OTHER INFORMATION


ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements:
(a)(1)	Included in Part A:
	Condensed Financial Information
(2)	Included in Part B:
Financial Statements of ING USA Annuity and Life Insurance Company:
	-	Report of Independent Registered Public Accounting Firm
	-	Statements of Operations for the years ended December 31, 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)	Deferred Combination Variable and Fixed Annuity Group Master Contract, (GA-MA-
		1080), incorporated herein by reference to Pre-Effective Amendment No. 1 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on July 3,
		2001 (File Nos. 333-57218, 811-05626).

	(b)	Deferred Combination Variable and Fixed Annuity Contract, (GA-IA-1080),
		incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration
		Statement on form N-4 for Golden American Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on July 3, 2001 (File
		Nos. 333-57218, 811-05626).

	(c)	Deferred Combination Variable and Fixed Annuity Certificate, (GA-CA-1080),
		incorporated herein by reference to Pre-Effective Amendment No. 1 to a Registration
		Statement on form N-4 for Golden American Life Insurance Company Separate
		Account B filed with the Securities and Exchange Commission on July 3, 2001 (File
		Nos. 333-57218, 811-05626).

	(d)	Individual Retirement Annuity Rider, (GA-RA-1009 12/02), incorporated herein by
		reference to Post-Effective Amendment No. 34 to a Registration Statement on form
		N-4 for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
		05626).

	(e)	Roth Individual Retirement Annuity Rider, (GA-RA-1038 12/02), incorporated herein


		by reference to Post-Effective Amendment No. 34 to a Registration Statement on form
		N-4 for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811-
		05626).

	(f)	403(b) Rider, (GA-RA-1040), incorporated herein by reference to Post-Effective
		Amendment No. 34 to a Registration Statement on form N-4 for Golden American
		Life Insurance Company Separate Account B filed with the Securities and Exchange
Commission on April 15, 2003 (File Nos. 033-23351, 811-05626).

	(g)	(4)(j) GET Fund Endorsement (GA-RA-1085), incorporated herein by reference to
		Pre-Effective Amendment No. 1 to a Registration Statement on form N-4 for Golden
		American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on July 3, 2001 (File Nos. 333-57218, 811-05626).

	(h)	Endorsement for Premium Bonus Credit (GA-RA-1096), incorporated herein by
		reference to Pre-Effective Amendment No. 1 to a Registration Statement on Form N-4
		for Golden American Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on October 26, 2001 (File Nos. 333-63692,
		811-05626).

	(i)	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).

	(j)	Section 72 Rider (GA-RA-1001) (12/94), incorporated herein by reference to
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		May 9, 2006 (File Nos. 333-133944, 811-05626).

	(k)	Section 72 Rider (GA-RA-1002) (12/94), incorporated herein by reference to
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		May 9, 2006 (File Nos. 333-133944, 811-05626).

	(l)	Nursing Home Waiver for Group Certificates (GA-RA-1003) (12/94), incorporated
		herein by reference to Registration Statement on Form N-4 for ING USA Annuity and
		Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).

	(m)	Nursing Home Waiver for Individual Certificates (GA-RA-1004) (12/94),
		incorporated herein by reference to Registration Statement on Form N-4 for ING USA
		Annuity and Life Insurance Company Separate Account B filed with the Securities
		and Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811-05626).

	(n)	Company Address and Name Change Endorsement, incorporated herein by reference
		to Post-Effective Amendment No. 25 to a Registration Statement on Form N-4 for
		ING USA Annuity and Life Insurance Company Separate Account B filed with the
		Securities and Exchange Commission on February 13, 2004 (File Nos. 333-28679,
		811-05626).

(5)		ING SmartDesign Variable Annuity Customer Data Form, (GA-CDF-1095)
		(01/01/02) 125120, incorporated herein by reference to Post-Effective Amendment
		No. 5 to a Registration Statement on form N-4 for Golden American Life Insurance


		Company Separate Account B filed with the Securities and Exchange Commission on
		April 16, 2003 (File Nos. 333-57218, 811-05626).

(6)	(a)	Amendment to Articles of Incorporation Providing for the Name Change of Golden
		American Life Insurance Company, dated (11/21/03), incorporated herein by
		reference to Post-Effective Amendment No. 1 to a Registration Statement on Form S-
		1 for ING USA Annuity and Life Insurance Company filed with the Securities and
		Exchange Commission on April 9, 2007 (File Nos. 333-133076).

	(b)	Amendment to Articles of Incorporation Providing for the Change in Purpose and
		Powers of ING USA Annuity and Life Insurance Company, dated (03/04/04),
		incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration
		Statement on Form S-1 for ING USA Annuity and Life Insurance Company filed with
		the Securities and Exchange Commission on April 9, 2007 (File Nos. 333-133076).

	(c)	Amended and Restated By-Laws of ING USA Annuity and Life Insurance Company,
		dated (12/15/04), incorporated herein by reference to Post-Effective Amendment No.
		1 to a Registration Statement on Form S-1 for ING USA Annuity and Life Insurance
		Company filed with the Securities and Exchange Commission on April 9, 2007 (File
		Nos. 333-133076).

	(d)	Resolution of the board of directors for Powers of Attorney, dated (04/23/99),
		incorporated herein by reference to Post-Effective Amendment No. 29 to a
		Registration Statement on form N-4 for Golden American Life Insurance Company
		Separate Account B filed with the Securities and Exchange Commission on April 30,
		1999 (File Nos. 033-23351, 811-05626).

	(e)	Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI
		into GALIC and renamed ING USA Annuity and Life Insurance Company, dated
		(06/25/03), incorporated herein by reference to Post-Effective Amendment No. 25 to a
		Registration Statement on Form N-4 for ING USA Annuity and Life Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		February 13, 2004 (File Nos. 333-28679, 811-05626).

(7)		Not applicable.

(8)	(a)	Service Agreement by and between Golden American Life Insurance Company and
		Directed Services, Inc., incorporated herein by reference to Post-Effective
		Amendment No. 28 to a Registration Statement on form N-4 for Golden American
		Life Insurance Company Separate Account B filed with the Securities and Exchange
		Commission on May 1, 1998 (File Nos. 033-23351, 811-05626).

	(b)	Asset Management Agreement between Golden American Life Insurance Company
		and ING Investment Management LLC, incorporated herein by reference to Post-
		Effective Amendment No. 29 to a Registration Statement on form N-4 for Golden
		American Life Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on April 30, 1999 (File Nos. 033-23351, 811-05626).

	(c)	Participation Agreement between Golden American Life Insurance Company and
		Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income Shares, Aetna
		Balanced VP, Inc., Aetna GET Fund, on behalf of each of its series, and Aetna
		Variable Portfolios, Inc., on behalf of each of its series (each a "Fund" or in the
		aggregate "Funds"), and Aeltus Investment Management, Inc. ("Aeltus" or "Adviser"),
		incorporated herein by reference to Post-Effective Amendment No. 1 to a Registration
		Statement on Form N-4 for Separate Account B filed with the Securities and
		Exchange Commission on April 29, 2002 (File Nos. 333-63692, 811-05626).


(d)	Form of Participation Agreement between Golden American Life Insurance
Company, Alliance Capital Management L.P., Alliance Fund Distributors, Inc.,
	Alliance Variable Products Series Fund, Inc. and Directed Services, Inc., incorporated
	herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on
	Form N-4 for Separate Account B filed with the Securities and Exchange Commission
	on October 26, 2001 (File Nos. 333-63692, 811-05626).

(e)	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).

(f)	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).

(g)	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.

(h)	Participation Agreement between Golden American Life Insurance Company,
INVESCO Variable Investment Funds, Inc., INVESCO Funds Group, Inc. and
INVESCO Distributors, Inc. incorporated herein by reference to Post-Effective
	amendment No. 1 to a Registration Statement on Form N-4 for ING USA Annuity and
	Life Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 29, 2002 (File Nos. 333-63692, 811-05626).

(i)	Participation Agreement and between Golden American Life Insurance Company and
	Janus Aspen Series, incorporated herein by reference to Post-Effective amendment
No. 1 to a Registration Statement on Form N-4 for ING USA Annuity and Life
Insurance Company Separate Account B filed with the Securities and Exchange
	Commission on April 29, 2002 (File Nos. 333-63692, 811-05626).

(j)	Participation Agreement between Golden American Life Insurance Company, Brinson
	Series Trust and Brinson Advisors, Inc., incorporated by reference to Post-Effective
	Amendment No. 1 to the Registration Statement on Form N-4 for Separate Account B
	filed with the Securities and Exchange Commission on October 26, 2001 (File Nos.
	333-63692, 811-05626).

(k)	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).


(l)	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.

(m)	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).

(n)	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).

(o)	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).

(p)	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).

(q)	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).

(r)	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).


(s)	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).

(t)	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).

(u)	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).

(v)	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.

(w)	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).

(x)	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).

(y)	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).


(z)	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).

(aa)	Rule 22c-2 Agreement dated March 1, 2007 and is effective as of October 16, 2007
	between Pioneer Investment Management Shareholder Services, Inc., ING Life
	Insurance and Annuity Company, ING National Trust, ING USA Annuity and Life
	Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
	Company of New York, Security Life of Denver Insurance Company and
Systematized Benefits Administrators Inc., incorporated by reference to Post-
	Effective Amendment No. 50 to Registration Statement on Form N-4 (File No. 033-
	75962), as filed on June 15, 2007.

(bb)	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).

(cc)	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).

(dd)	Participation Agreement between Golden American Life Insurance Company and
Putnam Variable Trust and Putnam Retail Management, L.C., incorporated by
	reference to Pre-Effective Amendment No. 1 to the Registration Statement on Form
	N-4 for Separate Account B filed with the Securities and Exchange Commission on
	October 26, 2001 (File Nos. 333-63692, 811-05626).

(ee)	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).

(ff)	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).


(gg)	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).

(hh)	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.

(ii)	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.

(jj)	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.

(kk)	Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to
Administrative Services Agreement April 25, 2008, by and among BlackRock
	Variable Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and
	Life Insurance Company and ReliaStar Life Insurance Company of New York,
	incorporated herein by reference to Post-Effective Amendment No. 27 to the Form N-
	6 Registration Statement of ReliaStar Life Insurance Company and its Select*Life
	Separate Account, filed on August 18, 2009; file No. 33-57244.

(ll)	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.


	(mm)	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 Insurance Company Separate Account B filed with the Securities and
		Exchange Commission on December 15, 2010 (File Nos. 333-28679, 811-05626).

	(nn)	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 Insurance
		Company Separate Account B filed with the Securities and Exchange Commission on
		December 15, 2010 (File Nos. 333-28679, 811-05626).

(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
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 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


Name	Principal Business Address	Position(s) with Depositor
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 7,098 qualified contract owners and 5,323 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, directors and officers, 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

Michael J. Roland	7337 E Doubletree Ranch Road,	Investment Advisor Chief
	Scottsdale, AZ 85258	Compliance Officer 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 700	Chief Compliance Officer
	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


Name	Principal Business Address		Positions and Offices with
			Underwriter
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	7337 E Doubletree Ranch Road		Vice President and Treasurer
	Scottsdale, AZ 85258

Spencer T. Shell	5780 Powers Ferry Road		Vice President and Assistant
	Atlanta, GA 30327-4390		Treasurer

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 LLC	$204,327,036	$0	$0	$0

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and
the rules under it relating to the securities described in and issued under this Registration Statement are
maintained by the Depositor and located at: 909 Locust Street, Des Moines, Iowa 50309, 1475 Dunwoody
Drive, West Chester, PA 19380 and at 5780 Powers Ferry Road, N.W., Atlanta, GA 30327-4390.

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment to this registration statement as
frequently as it is necessary to ensure that the audited financial statements in the registration statement are
never more than 16 months old so long as payments under the variable annuity contracts may be
accepted;

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 and Commonwealth of

Pennsylvania, on the 12^thday 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 12, 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
CONTRACT OVERVIEW	1
CONTRACT PHASES	4
FEE TABLE	4
CONDENSED FINANCIAL INFORMATION	8
PURCHASE AND RIGHTS	8
RIGHT TO CANCEL	11
PREMIUM BONUS OPTION	12
INVESTMENT OPTIONS	13
TRANSFERS AMONG INVESTMENT OPTIONS (EXCESSIVE TRADING POLICY)	15
TRANSFERS BETWEEN OPTION PACKAGES	18
FEES	20
YOUR ACCOUNT VALUE	26
WITHDRAWALS	27
SYSTEMATIC DISTRIBUTION OPTIONS	28
DEATH BENEFIT	29
THE INCOME PHASE	33
FEDERAL TAX CONSIDERATIONS	37
OTHER TOPICS	48
STATEMENT OF ADDITIONAL INFORMATION	55
APPENDIX I – ING USA Guaranteed Account	I-1
APPENDIX II – Fixed Interest Division	II-1
APPENDIX III – Description of Underlying Funds	III-1
APPENDIX IV – Condensed Financial Information	IV-1


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