485BPOS 1 final.htm REGISTRATION STATEMENT final.htm - Generated by SEC Publisher for SEC Filing
As filed with the Securities and Exchange  Registration No. 333-28769 
Commission on July 18, 2014  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. 54  [X] 
and/or   
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   
Amendment No.  [X] 
(Check appropriate box or boxes)   
 
SEPARATE ACCOUNT B   
(Exact Name of Registrant)   
 
ING USA ANNUITY AND LIFE INSURANCE COMPANY   
(Name of Depositor)   
1475 Dunwoody Drive   
West Chester, Pennsylvania 19380-1478   
(Address of Depositor’s Principal Executive Offices)   
Depositor’s Telephone Number, including Area Code: (610) 425-3400   
 
Nicholas Morinigo, Esq.   
Voya Financial Law Department   
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 July 21, 2014 pursuant to paragraph (b) of Rule 485 
[  ]  60 days after filing pursuant to paragraph (a)(1) of Rule 485 
[  ]  on (date) pursuant to paragraph (a)(1) of Rule 485 
 
If appropriate, check the following box: 
[  ]  this post-effective amendment designates a new effective date for a previously filed post- 
    effective amendment. 
 
Title of Securities Being Registered: 
Deferred Combination Variable and Fixed Annuity Contract 

 


                                                    PARTS A and B

EXPLANATORY NOTE: The Prospectus and Statement of Additional Information, each dated May 1,
2014, are incorporated into Parts A and B, respectively, of this Post-Effective Amendment No. 54 by
reference to the Registrant’s filing under Rule 497(c), as filed on May 1, 2014 and by Registrant’s filing
under Rule 497(e), as filed on May 1, 2014 (File No. 333-28769).

A supplement dated July 21, 2014, to the Prospectus is included in Part A of this Post-Effective
Amendment No. 54. This amendment does not otherwise delete, amend, or supercede any other
information in the registration statement, as previously amended, including exhibits and undertakings.


SUPPLEMENT Dated July 21, 2014
To the Current Prospectus For:
 
ING GoldenSelect Access
 
Issued by ING USA Annuity and Life Insurance Company 
Through Its Separate Account B

 

This supplement updates the prospectus for your variable annuity contract and describes a change to 
your living benefit rider and an offer we are making available for a limited time. Please read it 
carefully and keep it with your copy of the prospectus for future reference. If you have any questions, 
please contact your financial representative or contact us at 1-877-235-8564. Capitalized terms not 
defined in this supplement shall have the meaning given to them in your prospectus. 

 

  ENHANCED ANNUITIZATION OFFER AND WAIVER OF WAITING PERIOD FOR ANNUITIZATION FOR
                   CONTRACTS WITH THE MINIMUM GUARANTEED INCOME BENEFIT RIDER

Overview. ING USA Annuity and Life Insurance Company (the “Company”) is endorsing certain
versions of the Minimum Guaranteed Income Benefit Rider (the “MGIB Rider”) to (i) make an Enhanced
Annuitization Offer (the “Enhancement Offer”) to eligible contract owners who purchased the MGIB
Rider and who choose to annuitize under the MGIB Rider on November 14, 2014 (the “Special Exercise
Date”) and (ii) waive the 10-year waiting period (the “Waiver”) for annuitization under the MGIB Rider
for contract anniversaries occurring on or after January 15, 2015.

As part of the Enhancement Offer, if you choose to annuitize (i.e., begin receiving income phase
payments) under the MGIB Rider on the Special Exercise Date, we will increase the MGIB Benefit Base,
which is used to determine income phase payments under the MGIB Rider, by 10%. This increased
amount is known as the Enhanced MGIB Benefit Base. You are not required to accept the
Enhancement Offer or annuitize under the Waiver, and you do not need to take any action if you
do not want to accept the Enhancement Offer. The Enhancement Offer is an offer to enhance the
benefit base used to determine annuity payments under the MGIB Rider. It is not an offer to
enhance your Contract’s cash surrender value in exchange for surrendering your contract.

Additional details regarding the Enhancement Offer and the Waiver are provided below. At this time we
are limiting the Waiver and Enhancement Offer to contract owners who have purchased certain versions
of the MGIB Rider. To see if you are eligible to participate, please see “How do I know if I am eligible
for the Waiver or to participate in the Enhancement Offer” on page 4 of this supplement. For more
information about the MGIB Rider, please see your prospectus.

The Enhancement Offer and Waiver will not be appropriate for all contract owners and it may not be
in your best interest to accept the Enhancement Offer or annuitize under the Waiver. By accepting the
Enhancement Offer or Waiver, you are giving up the potential for your contract value and the MGIB
Benefit Base to increase over time. You should carefully review this supplement and make sure you
understand the terms of the Enhancement Offer and the Waiver prior to making a decision on whether or
not to annuitize under the MGIB Rider. Your financial professional can help you understand whether the
Enhancement Offer or Waiver would be appropriate for you.

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How does the Enhancement Offer work? The Enhancement Offer is being made for a 60-day period,
which we call the Offer Window, during which you can choose to accept the Enhancement Offer and
begin income phase payments on the Special Exercise Date. There is no fee associated with accepting the
Enhancement Offer. If you choose to accept the Enhancement Offer, the MGIB Benefit Base will be
increased by 10% to determine your Enhanced MGIB Benefit Base.

The 10-year waiting period under the MGIB Rider will be waived for those that accept the Enhancement
Offer. If you do not elect the Enhancement Offer, the waiting period will also be waived as of January
15, 2015 as further described below, however the Enhanced MGIB Benefit Base will no longer be
available after the Offer Window.

Enhanced MGIB Benefit Base. If you choose to accept the Enhancement Offer, we will calculate the
MGIB Benefit Base on the Special Exercise Date in the same manner as described in your MGIB Rider
and your prospectus (including applicable maximums on the MGIB Rollup Base). We will then multiply
the MGIB Benefit Base by 10% to determine the Enhanced MGIB Benefit Base. We will then determine
the MGIB annuity income by multiplying the Enhanced MGIB Benefit Base (adjusted for any Market
Value Adjustment and premium taxes) by the MGIB income factors specified in your rider for the MGIB
annuity option you selected, and then dividing by $1,000.

Please note that, like the MGIB Benefit Base, the Enhanced MGIB Benefit Base is only a calculation used
to determine MGIB annuity income. The Enhanced MGIB Benefit Base does not represent a contract
value, nor does it guarantee performance of the subaccounts in which you are invested. It is also not used
in determining the amount of the Contract’s cash surrender value or death benefit. If you do not choose to
annuitize the MGIB Rider on the Special Exercise Date, the normal MGIB Benefit Base will apply if you
later annuitize under the MGIB Rider. Appendix A to this supplement provides hypothetical examples of
how the Enhanced MGIB Benefit Base may impact MGIB annuity income. In certain situations,
including for example if your contract value is greater than the Enhanced MGIB Benefit Base, the
Enhancement Offer will not provide a greater payment to you.

How will I be notified about the Offer Window? You will receive a letter prior to the beginning of the
Offer Window which specifies the Offer Window. The letter will also provide your current Accumulation
Value, your estimated MGIB Benefit Base and your estimated Enhanced MGIB Benefit Base that will be
used to calculate your income phase payments should you choose to accept the Enhancement Offer.
Because your MGIB Benefit Base may fluctuate, we will not know the actual Enhanced MGIB Benefit
Base until we calculate it on the Special Exercise Date. However, the Enhanced MGIB Benefit Base on
the Special Election Date will be equal to or higher than the estimated Enhanced MGIB Benefit Base
shown in the letter, although any withdrawals taken or reallocations to Special Funds prior to the start of
the annuity payments may affect the payment amount. If you choose to accept the Enhancement Offer,
you will receive an endorsement to your Contract which will provide for the Enhanced MGIB Benefit
Base.

How does the Waiver work? The MGIB Date is the date you begin receiving income phase payments
under the MGIB Rider. If you purchased the MGIB Rider on the contract date or added the MGIB Rider
within 30 days following the contract date, the earliest MGIB Date is the contract anniversary on or after
the tenth contract anniversary. If you added the MGIB Rider at any other time, the earliest MGIB Date is
the contract anniversary occurring at least 10 years after the date when you added the MGIB Rider. We
will begin waiving these 10-year waiting periods beginning on January 15, 2015. You will be able to
annuitize under the MGIB Rider during any upcoming contract anniversary on or after that date, however
the enhanced value to the MGIB Benefit Base that is part of this Enhancement Offer will no longer
be available. You will receive an endorsement to your Contract prior to January 15, 2015 providing for
the Waiver.

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Who should I contact if I wish to accept the Enhancement Offer or the Waiver? To accept the
Enhancement Offer, you may complete the form included with your offer letter or contact us at (877) 235-
8564 at any time during the Offer Window. You may annuitize pursuant to the Waiver by contacting us
at (877) 235-8564 any time prior to the contract anniversary on which you wish to annuitize under the
MGIB Rider.

What MGIB annuity options are available if I accept the Enhancement Offer or annuitize pursuant
to the Waiver? If you choose to accept the Enhancement Offer or choose to annuitize under the MGIB
Rider pursuant to the Waiver or at a later date, you may choose from any of the MGIB annuity options
available under the MGIB Rider. You should consider all of your options prior to accepting the
Enhancement Offer and discuss your personal situation with your financial advisor.

Will I incur Surrender Charges or be subject to a Market Value Adjustments (MVA) if I accept the
Enhancement Offer or annuitize pursuant to the Waiver? We will waive surrender charges if you
accept the Enhancement Offer and begin income phase payments on the Special Exercise Date. If the
surrender charge period on your Contract has not expired, you will be subject to applicable surrender
charges if you choose to annuitize under your Contract or under the MGIB Rider on a date other than the
Special Exercise Date, including if you annuitize pursuant to the Waiver. The surrender charge schedule
is described in your prospectus and in your Contract.

If you are invested in a Fixed Interest Allocation, and the date you choose to begin income phase
payments (including the Special Exercise Date) does not end on or within 30 days of the end of the
guaranteed interest period, you will be subject to a positive or negative Market Value Adjustment. A
Market Value Adjustment may be positive, negative or result in no change. In general, if interest rates
have risen during the guaranteed interest period the Market Value Adjustment may be negative and
reduce your contract value. On the other hand, if interest rates have fallen, it is more likely that you will
receive a positive Market Value Adjustment that increase your contract value. For Additional
information, please see the heading “Market Value Adjustment” in the Fixed Account I appendix of your
prospectus.

We cannot provide advice on whether you should accept the Enhancement Offer or Waiver and incur
such charges and adjustments. You should discuss with your financial adviser whether in your individual
situation, the value of the Enhancement Offer or Waiver after incurring applicable MVA or surrender
charges, if any, outweighs the value of waiting to annuitize at a time when such charges and adjustments
would not apply.

What does it mean to annuitize under the MGIB Rider, and what will happen to my Death Benefit?
If you fully annuitize under the MGIB Rider pursuant to the Enhancement Offer or the Waiver, your
MGIB Rider will terminate and you will enter the income phase of your Contract. This means you will
no longer be able to contribute premium payments to the Contract or potentially grow your contract value
or MGIB Benefit Base and you also will no longer be invested in any subaccounts. Once you have
chosen to annuitize it cannot be undone.

Annuitizing pursuant to the Waiver and/or accepting the Enhancement Offer will have the same impact
on any death benefits as annuitizing under the Contract or the MGIB Rider at any other time. Upon full
annuitization, the death benefit under your Contract as well as any death benefit rider you purchased with
your Contract will terminate. If any contract owner or the annuitant dies after the income phase begins,
we will pay the beneficiary any certain benefit remaining under the annuity in effect at the time. For
more information regarding your death benefit, please see the “Death Benefit Choices” section of your
prospectus. You should consider whether annuitizing under the MGIB Rider is more important to you
than retaining the Contract death benefit or any death benefit rider you purchased with your Contract.

X.MGIB-14  Page 3 of 8  July 2014 

 


Do I need to annuitize the entire MGIB Benefit Base to participate in the Enhancement Offer or
annuitize pursuant to the Waiver? No, the MGIB Rider allows you to apply up to 50% of the MGIB
Benefit Base to one of the MGIB annuity options available under the MGIB Rider one time during the
life of your Contract. If you elect the Enhancement Offer, you may elect to do this on the Special
Exercise Date. Any portion of the MGIB Benefit Base annuitized on the Special Exercise Date will
receive the 10% increase, however any portion of the MGIB Benefit Base not annuitized on the Special
Exercise Date will not receive this increase. Your contract value and death benefit will be reduced on a
pro-rata basis based on the portion of the MGIB Benefit Base annuitized prior to adding the 10% increase.
As described above, surrender charges may apply if you annuitize a portion of the MGIB Benefit Base on
a date other than the Special Election Date. Choosing to annuitize only a portion of the MGIB Benefit
Base will not impact your ability to make additional premium payments, see “Purchase and Availability
of the Contract” in the “The Annuity Contract” section of your prospectus. For information about the
taxation of annuity payments, including partial annuitizations, please see “Taxation of Annuity Payments”
in the “Federal Tax Considerations” section of your prospectus. Please consult your tax adviser before
annuitizing only a portion of the MGIB Benefit Base, as the taxation of this election is uncertain.

Why is the Company providing the Waiver and making the Enhancement Offer? The Company
believes that the Enhancement Offer may be beneficial to our contract owners who would like to take
advantage of the opportunity to annuitize under the MGIB Rider prior to the end of the 10-year waiting
period and receive a higher level of income phase payments due to the Enhanced MGIB Benefit Base.
We also believe that the Waiver may be beneficial to our contract owners who would like to annuitize
under the MGIB Rider at some point following the end of this year but prior to the expiration of the
rider’s 10-year waiting period.

The Company is taking steps, such as providing the Waiver and making the Enhancement Offer, to reduce
the Company’s risks associated with a block of variable annuity contracts that are no longer offered for
sale.. Providing guarantees under the MGIB Rider may be costly to the Company, particularly during
periods of extended low interest rates, declining equity markets as well as high volatility in either equity
markets or interest rates. If you accept the Enhancement Offer or annuitize under the Waiver, the costs
incurred by the Company to provide the MGIB Rider may be reduced.

How do I know if I am eligible for the Waiver or to participate in the Enhancement Offer? At this
time we are making the Waiver and the Enhancement Offer available to contract owners who have
purchased certain versions of the MGIB Rider with a form number of IU-RA-1047(1/05) except for
Contracts in the following states: California, Connecticut, Louisiana and Oregon.

We may make the Waiver and/or the Enhancement Offer available for MGIB Riders with different form
numbers and/or different states in the future. Eligible contract owners will receive this prospectus
supplement, as well as the letter and endorsements described above.

What happens if I don’t take any action? If you take no action, the Enhancement Offer will expire at
the end of the Offer Window. The Waiver will remain available to you.

What are some factors I should consider in deciding whether to annuitize pursuant to the Waiver
or accept the Enhancement Offer? We urge you to carefully review this prospectus supplement and
discuss the Waiver and the Enhancement Offer with your financial professional and tax advisor prior to
making a decision to annuitize under the MGIB Rider. Once you have chosen to annuitize it cannot be
undone. In deciding whether to annuitize pursuant to our Enhancement Offer or Waiver, you should
consider all factors relevant to your personal situation. Some of the factors you may wish to consider are:

X.MGIB-14  Page 4 of 8  July 2014 

 


·  We determine the highest amount of income that will be available to you after taking into account 
  your contract value applied to current income factors, your contract value applied to the 
  Contract’s guaranteed income factors, and the MGIB Benefit Base applied to the MGIB rider 
  income factors. Because the MGIB Rider income factors are generally more conservative than 
  the Contract income factors, the level of lifetime income that it guarantees may be less than the 
  level that might be provided by the application of your contract value to the Contract’s applicable 
  annuity factors. If your contract value exceeds the MGIB Benefit Base or Enhanced MGIB 
  Benefit Base at time of annuitization, the Contract will always produce greater income than 
  the MGIB rider. 
·  The current value of your contract value, your MGIB Benefit Base, and the value of the 
  Contract’s death benefit, as well as the extent to which you believe these values may continue to 
  grow if you defer annuitization until a later date (in particular, you should take into account the 
  roll-up and ratchet features of your MGIB Rider, which may operate to increase your MGIB 
  Benefit Base). 
·  Your desired level of income payments and the period you will receive such income payments 
  should be considered when choosing an income option. Period certain options may result in a 
  higher dollar amount per payment, but it is important to note that payments will stop at the end of 
  the period certain. For example, under a “20 Years Period Certain” annuity option, all payments 
  will stop after 20 years. If you desire income for your lifetime, you should consider the life 
  contingent payout options. Appendix B to this supplement provides hypothetical examples of the 
  potential differences in annual payments and total benefits that may be paid under different 
  MGIB annuity options. 
·  Whether it is important for you to leave a death benefit to your beneficiaries. 
·  The fact that the longer you wait to annuitize, the greater the potential for higher income phase 
  payments if your contract value and/or MGIB Benefit Base increases. Additionally, for life 
  contingent annuitization options, the longer you wait to annuitize the larger the income factor 
  used to determine your annuity income will be (which means higher income phase payments) 
  regardless of whether you annuitize under your MGIB Rider or under the Contract. 
·  Whether your need for MGIB income is more important to you than the ability to make 
  withdrawals of contract value from your Contract or to surrender or exchange your Contract at a 
  later date (and the tax consequences of annuitization, withdrawal, and surrender). 
·  Whether your need for MGIB income is more important to you than the tax deferral provided 
  during the accumulation phase of the Contract. 
·  Whether the value of the Enhancement Offer or Waiver after incurring applicable MVA or 
  surrender charges, if any, outweighs the value of waiting to annuitize at a time when such charges 
  and adjustments would not apply. 
·  With respect specifically to the Enhancement Offer: 
  o  If your contract value is greater than your Enhanced MGIB, accepting the Enhancement 
    Offer would not provide any additional benefit to you. 
  o  If the increased MGIB annuity income that you will receive due to the Enhanced MGIB 
    Benefit Base and the ability to begin receiving annuity income now is more valuable to 
    you than continuing your Contract’s accumulation phase and the potential for growth of 
    your contract value, MGIB Benefit Base, and death benefit. 
  o  How the MGIB annuity options compare to the annuity options of the Contract’s cash 
    surrender value otherwise available under the Contract as described in your prospectus 
    under the heading “The Annuity Options”. 

 

We cannot provide you with advice as to how to consider these factors and how they may affect you
personally, nor can we provide advice regarding any potential future increases or decreases of either your
contract value or the value of any living benefit or death benefit. Please discuss with your financial

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professional whether the Enhancement Offer or Waiver is suitable for you based on your particular
circumstances.

What else do I need to know?
We reserve the right to terminate or modify the Enhancement Offer at any time prior to our receipt of
your acceptance, and to reject any request to accept the Enhancement Offer. In addition, we reserve the
right to offer different and more or less favorable terms to you or other contract owners in the future if we
choose to make new or different offers available. By accepting the Enhancement Offer or annuitizing
pursuant to the Waiver you may not be able to participate in such future offers.

You should discuss these offers with your financial representative to determine whether accepting the
Enhancement Offer or annuitizing pursuant to the Waiver is suitable for you given your unique financial
position and future financial, retirement, and insurance needs. You should not annuitize under the MGIB
Rider unless you determine, after consulting with your financial representative, that doing so is more
beneficial to your needs than continuing to maintain your Contract and/or annuitizing under the Contract
or under the MGIB Rider at a later date. You should discuss the tax impact of accepting the Enhancement
Offer or annuitizing under the Waiver with your tax advisor.

You may want to discuss these offers with the beneficiaries named in your Contract to determine whether
you need the death benefit protection provided under the Contract.

We will not compensate your financial professional based on whether or not you annuitize under the
MGIB Rider pursuant to the Waiver or our Enhancement Offer, however if your financial professional is
currently receiving ongoing selling compensation, they will no longer receive such compensation if you
annuitize your contract. Accordingly, your financial professional may have an incentive to recommend
whether or not you should annuitize under the Waiver or accept the Enhancement Offer. For example, by
not annuitizing at this time, your contract value may continue to grow and the commissions paid to your
financial professional or firm may continue and/or increase. In addition, if you do not annuitize and later
choose to exchange your Contract for another product, your financial professional may receive
compensation in connection with such exchange. For more information regarding the compensation we
may pay to your financial professional, please see your prospectus under the heading “Selling the
Contract”.

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                                                                                 APPENDIX A

Hypothetical Examples of How the Enhanced MGIB Benefit Base may Impact MGIB Annuity Income

Example 1: Enhanced MGIB Benefit Base is significantly larger than Contract Value. Enhanced MGIB 
Benefit Base produces a larger income payment than Contract Value 
    Contract with MGIB  Contract with MGIB Rider and 
Age    Rider  Enhanced MGIB Benefit Base 
65  Contract Value  $170,000  $170,000 
  MGIB Benefit Base  $200,000   
  Enhanced MGIB Benefit Base    $220,000 
  Contract Annuity Factor  4.69  4.69 
  MGIB Annuity Factor  4.43  4.43 
  Contractual Monthly Income  $797  $797 
  MGIB Monthly Income  $886  $975 
  Actual Monthly Income  $886  $975 
Example 2: Enhanced MGIB Benefit Base is larger than the Contract Value. Enhanced MGIB Benefit 
Base produces a larger income payment than Contract Value even though the MGIB Benefit Base 
produced a smaller income payment than the Contract Value   
    Contract with MGIB  Contract with MGIB Rider and 
Age    Rider  Enhanced MGIB Benefit Base 
65  Contract Value  $200,000  $200,000 
  MGIB Benefit Base  $200,000   
  Enhanced MGIB Benefit Base    $220,000 
  Contract Annuity Factor  4.69  4.69 
  MGIB Annuity Factor  4.43  4.43 
  Contractual Monthly Income  $938  $938 
  MGIB Monthly Income  $886  $975 
  Actual Monthly Income  $938  $975 
Example 3: Enhanced MGIB Benefit Base is slightly larger than Contract Value. However, the Contract 
Value produces a larger income payment than the Enhanced MGIB Benefit Base 
    Contract with MGIB  Contract with MGIB Rider and 
Age    Rider  Enhanced MGIB Benefit Base 
65  Contract Value  $210,000  $210,000 
  MGIB Benefit Base  $200,000   
  Enhanced MGIB Benefit Base    $220,000 
  Contract Annuity Factor  4.69  4.69 
  MGIB Annuity Factor  4.43  4.43 
  Monthly Income  $985  $985 
  MGIB Monthly Income  $886  $975 
  Actual Monthly Income  $985  $985 

 

  All Values are hypothetical and reflect a Life with 10 Year Period Certain annuitization option.

X.MGIB-14  Page 7 of 8  July 2014 

 


                                                                         APPENDIX B

Hypothetical Examples of Annuitization Payments for Different MGIB Annuitization Options

The examples below demonstrate the potential differences in annual benefit payments based on a hypothetical
annuitization of a $100,000 Enhanced MGIB Benefit Base.

Example 1: Annual benefit payments are shown below based upon annuitization at 65. If the 20-years 
Period Certain only option is elected, after 20 years, no additional payments will be made. 
  Life with 20 Years  Life with 10  20 Years Certain 
  Certain  Years Certain   
Annual Enhanced Benefit Payment  $4,512  $4,824  $5,772 
Payments in year 11  $4,512  $4,8241  $5,772 
Payments in year 21  $4,5121  $4,8241  $0 
 
Example 2: Annual benefit payments are shown below based upon annuitization at 70. If the 20-years 
Period Certain only option is elected, after 20 years, no additional payments will be made. 
  Life with 20 Years  Life with 10  20 Years Certain 
  Certain  Years Certain   
Annual Enhanced Benefit Payment  $5,196  $6,228  $5,772 
Payments in year 11  $5,196  $6,2281  $5,772 
Payments in year 21  $5,1961  $6,228 1  $0 
 
Example 3: Annual benefit payments are shown below based upon annuitization at 75. If the 20-years 
Period Certain only option is elected, after 20 years, no additional payments will be made. 
  Life with 20 Years  Life with 10  20 Years Certain 
  Certain  Years Certain   
Annual Enhanced Benefit Payment  $5,412  $6,756  $5,772 
Payments in year 11  $5,412  $6,7561  $5,772 
Payments in year 21  $5,4121  $6,7561  $0 

 

1 If annuitant is alive. 

 

X.MGIB-14  Page 8 of 8  July 2014 

 


PART C - OTHER INFORMATION
 
ITEM 24: FINANCIAL STATEMENTS AND EXHIBITS 
 
(a) Financial Statements: 
  (1)  Incorporated by reference in Part A: 
    Condensed Financial Information 
  (2)  Incorporated by reference in Part B: 
    Condensed Financial Information (Accumulation Unit Values) 
    Financial Statements of Separate Account B: 
    -  Report of Independent Registered Public Accounting Firm 
    -  Statements of Assets and Liabilities as of December 31, 2013 
    -  Statements of Operations for the year ended December 31, 2013 
    -  Statements of Changes in Net Assets for the years ended December 31, 2013 and 2012 
    -  Notes to Financial Statements 
Financial Statements of ING USA Annuity and Life Insurance Company:
    -  Report of Independent Registered Public Accounting Firm 
    -  Balance Sheets as of December 31, 2013 and 2012 
    -  Statements of Operations for the years ended December 31, 2013, 2012 and 2011 
    -  Statements of Comprehensive Income for the years ended December 31, 2013, 2012 
      and 2011 
    -  Statements of Changes in Shareholder’s Equity for the years ended December 31, 
      2013, 2012 and 2011 
    -  Statements of Cash Flows for the years ended December 31, 2013, 2012 and 2011 
    -  Notes to Financial Statements 
 
(b) Exhibits:     
 
(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.  Amendment No. 1 to the Intercompany Agreement dated December 1, 2013 (effective 
  December 23, 2013) to the Intercompany Agreement dated December 22, 2010 
  (effective January 1, 2010) between Directed Services LLC (DSL) and ING USA 
  Annuity and Life Insurance Company, incorporated herein by reference to Post-Effective 
  Amendment No. 44 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 9, 2014 (File Nos. 333-30180, 811-05626). 
 
j.  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). 
 
k.  Amendment No. 1 to the Intercompany Agreement dated December 1, 2013 (effective 
  December 23, 2013) to the Intercompany Agreement dated December 22, 2010 
  (effective January 1, 2010) between ING Investment Management LLC (IIM) and ING 
  USA Annuity and Life Insurance Company, incorporated herein by reference to Post- 
  Effective Amendment No. 44 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 9, 2014 (File Nos. 333-30180, 811-05626). 

 


(4)  a.  Individual Deferred Combination Variable and Fixed Annuity Contract (GA-IA-1034) 
    (02/97), incorporated herein by reference to Post-Effective Amendment No. 3 to a 
    Registration Statement on Form N-4 for Golden American Life Insurance Company 
    Separate Account B filed with the Securities and Exchange Commission on April 23, 
    1999 (File Nos. 333-28769, 811-05626). 
 
  b.  Group Deferred Combination Variable and Fixed Annuity Contract (GA-CA-1034) 
    (02/97), incorporated herein by reference to Post-Effective Amendment No. 3 to a 
    Registration Statement on Form N-4 for Golden American Life Insurance Company 
    Separate Account B filed with the Securities and Exchange Commission on April 23, 
    1999 (File Nos. 333-28769, 811-05626). 
 
  c.  Individual Deferred Variable Annuity Contract (GA-IA-1035) (02/97), incorporated 
    herein by reference to Post-Effective Amendment No. 3 to a Registration Statement on 
    Form N-4 for Golden American Life Insurance Company Separate Account B filed with 
    the Securities and Exchange Commission on April 23, 1999 (File Nos. 333-28769, 811- 
    05626). 
 
  d.  Individual Retirement Annuity Rider (GA-RA-1009) (12/02), incorporated herein by 
    reference to Post-Effective Amendment No. 34 to a Registration Statement on Form N-4 
    for Golden American Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811- 
    05626). 
 
  e.  ROTH Individual Retirement Annuity Rider (GA-RA-1038) (12/02), incorporated herein 
    by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form 
    N-4 for Golden American Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on April 15, 2003 (File Nos. 033-23351, 811- 
    05626). 
 
  f.  Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (01/05), incorporated herein 
    by reference to Post-Effective Amendment No. 31 to a Registration Statement on Form 
    N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with 
    the Securities and Exchange Commission on or about April 20, 2005 (File Nos. 333- 
    28755, 811-05626). 
 
  g.  Minimum Guaranteed Income Benefit Rider (IU-RA-1047) (08-06), incorporated herein 
    by reference to Registration Statement on Form N-4 for ING USA Annuity and Life 
    Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on May 9, 2006 (File Nos. 333-133944, 811-05626). 
 
  h.  Minimum Guaranteed Withdrawal Benefit Rider (GA-RA-1048) (01/02), incorporated 
    herein by reference to Post-Effective Amendment No. 25 to a Registration Statement on 
    Form N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed 
    with the Securities and Exchange Commission on February 13, 2004 (File Nos. 333- 
    28679, 811-05626). 
 
  i.  Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING 
    PrincipalGuard) (GA-RA-1046), incorporated herein by reference to Post-Effective 
    Amendment No. 25 to a Registration Statement on Form N-4 for ING USA Annuity and 
    Life Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on or about February 13, 2004 (File Nos. 333-28755, 811-05626). 

 


j.  Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING LifePay) (IU- 
  RA-3023), incorporated herein by reference to Post-Effective Amendment No. 32 to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  August 5, 2005 (File Nos. 333-28755, 811-05626). 
 
k.  Minimum Guaranteed Withdrawal Benefit Rider with Reset Option (ING Joint LifePay) 
  (IU-RA-3029), incorporated herein by reference to Registration Statement on Form N-4 
  for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on May 9, 2006 (File Nos. 333-133944, 811- 
  05626). 
 
l.  Excluded Funds Endorsement (Inforce Riders), incorporated herein by reference to Post- 
  Effective Amendment No.12 to a Registration Statement on Form N-4 for Golden 
  American Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on April 23, 2001 (File Nos. 333-28769, 811-05626). 
 
m.  Guaranteed Death Benefit Transfer Endorsement No. 1 (7% Solution Enhanced) (GA- 
  RA-1044-1) (01/02), incorporated herein by reference to Post-Effective Amendment No. 
  25 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
n.  Guaranteed Death Benefit Transfer Endorsement No. 2 (Ratchet Enhanced) (GA-RA- 
  1044-2) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25 
  to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
o.  Guaranteed Death Benefit Transfer Endorsement No. 3 (Standard) (GA-RA-1044-3) 
  (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
p.  Guaranteed Death Benefit Transfer Endorsement No. 4 (Max 7 Enhanced) (GA-RA- 
  1044-4) (10/03), incorporated herein by reference to Post-Effective Amendment No. 25 
  to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
q.  Guaranteed Death Benefit Transfer Endorsement No. 5 (Base Death Benefit) (GA-RA- 
  1044-5) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 
  to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 
 
r.  Guaranteed Death Benefit Transfer Endorsement No. 6 (Inforce Contracts) (GA-RA- 
  1044-6) (01/02), incorporated herein by reference to Post-Effective Amendment No. 25 
  to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  February 13, 2004 (File Nos. 333-28679, 811-05626). 

 


s.  Earnings Enhancement Death Benefit Rider (GA-RA-1086), incorporated herein by 
  reference to Post-Effective Amendment No. 11 to a Registration Statement on Form N-4 
  for Golden American Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on February 23, 2001 (File Nos. 333-28769, 811- 
  05626). 
 
t.  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). 
 
u.  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). 
 
v.  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). 
 
w.  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). 
 
x.  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). 
 
y.  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). 
 
z.  Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING LifePay 
  Plus)(IU-RA-3061), incorporated herein by reference to Post-Effective Amendment No. 
  40 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 
  July 25, 2007 (File Nos. 333-28679, 811-05626). 
 
aa.  Minimum Guaranteed Withdrawal Benefit Rider with Automatic Reset (ING Joint 
  LifePay Plus) (IU-RA-3062), incorporated herein by reference to Post-Effective 
  Amendment No. 40 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 July 25, 2007 (File Nos. 333-28679, 811-05626). 
 
bb.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
  LifePay Plus) (IU-RA-3077), incorporated herein 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). 

 


  cc.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
    Joint LifePay Plus) (IU-RA-3078), incorporated herein by reference to Post-Effective 
    Amendment No. 43 to a Registration Statement on Form N-4 for ING USA Annuity and 
    Life Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on April 7, 2008 (File Nos. 333-28755, 811-05626). 
 
  dd.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
    LifePay Plus) (IU-RA-4010) (05-01-2009), incorporated herein by reference to Post 
    Effective Amendment No. 50 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 30, 2009 (File Nos. 333-28679, 811-05626). 
 
  ee.  Combination Minimum Guaranteed Withdrawal Benefit and Death Benefit Rider (ING 
    Joint LifePay Plus) (IU-RA-4011) (05-01-2009), incorporated herein by reference to 
    Post Effective Amendment No. 50 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 30, 2009 (File Nos. 333-28679, 811-05626). 
 
(5)  a.  Deferred Variable Annuity Application. (GA-CDF-1109) (09/05), incorporated herein 
    by reference to Post-Effective Amendment No. 34 to a Registration Statement on Form 
    N-4 for ING USA Annuity and Life Insurance Company Separate Account B filed with 
    the Securities and Exchange Commission on October 26, 2005 (File Nos. 333-28755, 
    811-05626). 
 
  b.  Group Deferred Combination Variable and Fixed Annuity Enrollment Form (GA-EA- 
    1050) (11-22-1999), incorporated herein by reference to Post-Effective Amendment No 
    4 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 3, 1999 (File Nos. 333-28769, 811-05626). 
 
  c.  Deferred Variable Annuity Application (137098) (08-21-2006), incorporated herein by 
    reference to Post-Effective Amendment No. 36 to a Registration Statement on Form N-4 
    for ING USA Annuity and Life Insurance Company Separate Account B filed with the 
    Securities and Exchange Commission on August 21, 2006 (File Nos. 333-28769, 811- 
    05626). 
 
  d.  Deferred Variable Annuity Application (137098) (04-28-2008), incorporated herein 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). 
 
  e.  Deferred Variable Annuity Application (137098) (10-6-2008), incorporated herein by 
    reference to Post-Effective Amendment No. 41 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 September 10, 2008 (File Nos. 333-28769, 
    811-05626). 
 
  f.  Deferred Variable Annuity Application (137098) (01-12-2009), incorporated herein by 
    reference to Post Effective Amendment No. 42 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 29, 2008 (File Nos. 333-28769, 811- 
    05626). 

 


  g.  Deferred Variable Annuity Application (151279) (05-01-2009), incorporated herein by 
    reference to Post Effective Amendment No. 50 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 30, 2009 (File Nos. 333-28679, 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 No. 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 No. 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 No. 
    333-133076). 
 
  d.  Resolution of the board of directors for Power of Attorney, dated 04/23/99, incorporated 
    herein by reference to Post-Effective Amendment No. 12 to a Registration Statement on 
    Form N-4 for Golden American Life Insurance Company Separate Account B filed with 
    the Securities and Exchange Commission on April 23, 1999 (File Nos. 033-59261, 811- 
    05626). 
 
  e.  Articles of Merger and Agreement and Plan of Merger of USGALC, ULAIC, ELICI into 
    GALIC and renamed ING USA Annuity and Life Insurance Company, dated 06/25/03, 
    incorporated herein by reference to Post-Effective Amendment No. 25 to a Registration 
    Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate 
    Account B filed with the Securities and Exchange Commission on February 13, 2004 
    (File Nos. 333-28679, 811-05626). 
 
(7)    Not Applicable. 
 
(8)  a.  Service Agreement by and between Golden American Life Insurance Company and 
    Directed Services, Inc., incorporated herein by reference to Post-Effective Amendment 
    No. 28 to a Registration Statement on form N-4 for Golden American Life Insurance 
    Company Separate Account B filed with the Securities and Exchange Commission on 
    May 1, 1998 (File Nos. 033-23351, 811-05626). 
 
  b.  Asset Management Agreement between Golden American Life Insurance Company and 
    ING Investment Management LLC, incorporated herein by reference to Post-Effective 
    Amendment No. 29 to a Registration Statement on form N-4 for Golden American Life 
    Insurance Company Separate Account B filed with the Securities and Exchange 
    Commission on April 30, 1999 (File Nos. 033-23351, 811-05626). 

 


c.  Participation Agreement by and between AIM Variable Insurance Funds, Inc., Golden 
  American Life Insurance Company and Directed Services, Inc., incorporated herein by 
  reference to Post-Effective Amendment No. 32 to a Registration Statement on form N-4 
  for Golden American Life Insurance Company Separate Account B filed with the 
  Securities and Exchange Commission on April 26, 2002 (File Nos. 033-23351, 811- 
  05626). 
 
d.  Amendment to Participation Agreement by and between AIM Variable Insurance Funds, 
  Inc., Golden American Life Insurance Company and Directed Services, Inc., 
  incorporated herein by reference to Post-Effective amendment No. 8 to a Registration 
  Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate 
  Account B filed with the Securities and Exchange Commission on December 2, 2005 
  (File Nos. 333-33914, 811-05626). 
 
e.  Participation Agreement between Golden American Life Insurance Company, American 
  Funds Insurance Series and Capital Research and Management Company, incorporated 
  herein by reference to Pre-Effective Amendment No. 1 to a Registration Statement on 
  Form N-6 for ReliaStar Life Insurance Company Select * Life Variable Account filed 
  with the Securities and Exchange Commission on July 17, 2003 (File Number 333- 
  105319). 
 
f.  Amendment No. 1 to the Business Agreement dated April 30, 2003, as amended on 
  January 1, 2008 by an among ING USA Annuity and Life Insurance Company, ReliaStar 
  Life Insurance Company, ReliaStar Life Insurance Company of New York, Security Life 
  of Denver Insurance Company, ING Life Insurance and Annuity Company, ING 
  America Equities, Inc., ING Financial Advisers, LLC, Directed Services LLC, American 
  Funds Distributors and Capital Research and Management Company, incorporated 
  herein by reference to Pre-Effective Amendment No.1 to the Form N-6 Registration 
  Statement of Security Life of Denver Insurance Company and its Security Life Separate 
  Account L1, File No. 333-153337, as filed on November 14, 2008. 
 
g.  Fourth Amended and Restated Fund Participation Agreement entered into as of the 28th 
  day of April, 2008, as amended among ING USA Annuity and Life Insurance Company, 
  ReliaStar Life Insurance Company of New York, ING Investors Trust, ING Investments, 
  LLC, ING Funds Distributor, LLC, American Funds Insurance Series and Capital 
  Research and Management Company, incorporated herein by reference to Post-Effective 
  Amendment No. 14 to a Registration Statement on Form N-4 for ReliaStar Life 
  Insurance Company of New York Separate Account NY-B filed with the Securities and 
  Exchange Commission on December 29, 2008 (File Nos. 333-115515, 811-07935). 
 
h.  Amendment No. 1 to the Fourth Amended and Restated Fund Participation Agreement 
  entered into as of the 28th day of April, 2008, as amended among ING USA Annuity and 
  Life Insurance Company, ReliaStar Life Insurance Company of New York, ING 
  Investors Trust, ING Investments, LLC, ING Investments Distributor, LLC, American 
  Funds Insurance Series and Capital Research and Management Company, (effective 
  12/14/2010) incorporated herein by reference to Post-Effective Amendment No. 55 to a 
  Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  April 6, 2011 (File Nos. 333-28679, 811-05626). 

 


i.  Participation Agreement entered into as of the 15th day of September, 2008, as amended 
  among ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance 
  Company of New York, ING Investors Trust, Directed Services, LLC, ING Funds 
  Distributor, LLC, American Funds Insurance Series and Capital Research and 
  Management Company, incorporated herein by reference to Post-Effective Amendment 
  No. 14 to a Registration Statement on Form N-4 for ReliaStar Life Insurance Company 
  of New York Separate Account NY-B filed with the Securities and Exchange 
  Commission on December 29, 2008 (File Nos. 333-115515, 811-07935). 
 
j.  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). 
 
k.  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. 
 
l.  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). 
 
m.  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). 
 
n.  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). 
 
o.  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). 

 


p.  Participation Agreement by and between Portfolio Partners, Inc., Golden American Life 
  Insurance Company and Directed Services, Inc. incorporated herein by reference to Post- 
  Effective Amendment No. 1 to a Registration Statement on Form N-4 for Golden 
  American Life Insurance Company Separate Account B filed with the Securities and 
  Exchange Commission on April 29, 2002 (File Nos. 333-70600, 811-05626). 
 
q.  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). 
 
r.  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). 
 
s.  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). 
 
t.  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). 
 
u.  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. 
 
v.  Letter Agreement dated May 16, 2007 and effective July 2, 2007 between ING USA 
  Annuity and Life Insurance Company, Variable Insurance Products Fund, Variable 
  Insurance Products Fund II, Variable Insurance Products Fund III, Variable Insurance 
  Products Fund V and Fidelity Distributors Corporation, incorporated by reference to 
  Post-Effective Amendment No. 3 to the Registration Statement on Form N-4 (File No. 
  333-117260), as filed on October 23, 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 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). 
 
y.  Participation Agreement by and between Liberty Variable Investment Trust, Columbia 
  Management Advisors, Inc. and ING USA Annuity and Life Insurance Company, 
  incorporated herein by reference to Post-Effective amendment No. 8 to a Registration 
  Statement on Form N-4 for ING USA Annuity and Life Insurance Company Separate 
  Account B filed with the Securities and Exchange Commission on December 2, 2005 
  (File Nos. 333-33914, 811-05626). 
 
z.  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). 
 
aa.  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). 
 
bb.  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). 
 
cc.  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.  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). 
 
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.  Amendment to Participation Agreement as of June 5, 2007 by and between Franklin 
  Templeton Variable Insurance Products Trust, Franklin/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, LLC, incorporated herein by reference to Pre- 
  Effective Amendment No. 1 to a Registration Statement on Form N-4 for ReliaStar Life 
  Insurance Company of New York Separate Account NY-B filed with the Securities and 
  Exchange Commission on July 6, 2007 (File Nos. 333-139695, 811-07935). 
 
hh.  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 herein 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). 
 
ii.  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. 
 
jj.  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. 

 


  kk.  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. 
 
  ll.  Amendment No. 1, dated as of April 24, 2009, and effective as of May 1, 2009, to 
    Administrative Services Agreement dated April 25, 2008, by and among BlackRock 
    Variable Series Funds, Inc., BlackRock Investments, LLC and ING USA Annuity and 
    Life Insurance Company and ReliaStar Life Insurance Company of New York, 
    incorporated herein by reference to Post-Effective Amendment No. 27 to the Form N-6 
    Registration Statement of ReliaStar Life Insurance Company and its Select*Life 
    Separate Account, filed on August 18, 2009; file No. 33-57244. 
 
  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). 
 
  oo.  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, 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. 
 
  pp.  Rule 22c-2 Agreement dated April 16, 2007 and is effective as of October 16, 2007 
    among Columbia Management Services, Inc., ING Life Insurance and Annuity 
    Company, ING National Trust, ING USA Annuity and Life Insurance Company, 
    ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, 
    Security Life of Denver Life Insurance Company and Systematized Benefits 
    Administrators Inc., incorporated by reference to Post-Effective Amendment No. 3 to 
    Registration Statement on Form N-4 (File No. 333-134760), as filed on July 27, 2007. 
 
(9)    Opinion and Consent of Counsel, attached. 
 
(10)    Consent of Independent Registered Public Accounting Firm, attached. 
 
(11)    Not Applicable. 

 


(12)  Not Applicable. 
 
(13)  Powers of Attorney, incorporated herein by reference to Post-Effective Amendment No. 
  53 to a Registration Statement on Form N-4 for ING USA Annuity and Life Insurance 
  Company Separate Account B filed with the Securities and Exchange Commission on 
  April 10, 2014 (File Nos. 333-28769, 811-05626). 

 

  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   
Mary (Maliz) E. Beams*  One Orange Way  Director and Executive Vice 
  Windsor, CT 06095  President 
Ewout L. Steenbergen*  230 Park Avenue  Director and Executive Vice 
  New York, NY 10169  President, Finance 
Chetlur S. Ragavan*  230 Park Avenue  Director, Executive Vice President 
  New York, NY 10169  and Chief Risk Officer 
Alain M. Karaoglan*  230 Park Avenue  Director 
  New York, NY 10169   
Rodney O. Martin, Jr.*  230 Park Avenue  Director and Chairman 
  New York, NY 10169   
Steven T. Pierson*  5780 Powers Ferry Road  Senior Vice President and Chief 
  Atlanta, GA 30327-4390  Accounting Officer 
Christina K. Hack*  1475 Dunwoody Drive  Senior Vice President and Chief 
  West Chester, PA 19380  Financial Officer 
Michael J. Gioffre  One Orange Way  Senior Vice President, Compliance 
  Windsor, CT 06095-4774   
Megan A. Huddleston  One Orange Way  Senior Vice President and Secretary 
  Windsor, CT 06095   
Patrick D. Lusk  1475 Dunwoody Drive  Senior Vice President and 
  West Chester, PA 19380  Appointed Actuary 
David S. Pendergrass  5780 Powers Ferry Road  Senior Vice President and Treasurer 
  Atlanta, GA 30327-4390   
Justin Smith  230 Park Avenue  Senior Vice President and Deputy 
  New York, NY 10169  General Counsel 
Boyd G. Combs  5780 Powers Ferry Road  Senior Vice President, Tax 
  Atlanta, GA 30327-4390   
Christine L. Hurtsellers  5780 Powers Ferry Road  Senior Vice President 
  Atlanta, GA 30327-4390   
Mark B. Kaye  One Orange Way  Senior Vice President 
  Windsor, CT 06095-4774   
Gilbert E. Mathis  5780 Powers Ferry Road  Senior Vice President 
  Atlanta, GA 30327-4390   
Dave P. Wilken  20 Washington Avenue South  Senior Vice President 
  Minneapolis, MN 55401   
Kristi L. Cooper  909 Locust Street  Vice President and Chief 
  Des Moines, IA 50309  Compliance Officer 
Regina A. Gordon  One Orange Way  Vice President, Compliance 
  Windsor, CT 06095   
Anne M. Iezzi  One Orange Way  Vice President, Compliance 
  Windsor, CT 06095   

 

*Principal delegated legal authority to execute this registration statement pursuant to Powers of Attorney.


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 Registration
Statement on Form N-4 for Separate Account B of ING USA Annuity and Life Insurance Company (File
No. 333-28755), as filed with the Securities and Exchange Commission on July 18, 2014.

ITEM 27: NUMBER OF CONTRACT OWNERS

As of June 30, 2014, there are 8,724 qualified contract owners and 6,596 non-qualified contract owners.

ITEM 28: INDEMNIFICATION

ING USA Annuity and Life Insurance Company 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 Annuity and Life Insurance Company 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 Annuity and Life Insurance Company may also, to the extent permitted by law, indemnify any
other person who is or was serving ING USA Annuity and Life Insurance Company 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, Voya Financial, Inc. maintains
Professional Liability and fidelity bond insurance policies issued by an international insurer. The policies
cover Voya Financial, Inc. and any company in which Voya Financial, 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 Voya Financial, Inc. and/or its subsidiaries. The
policies provide for the following types of coverage: errors and omissions/professional liability,
employment practices liability and fidelity/crime (a/k/a “Financial Institutional Bond”).

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers and controlling persons of the Registrant, as provided above or otherwise,
the Registrant has been advised that in the opinion of the SEC such indemnification by the Depositor is
against public policy, as expressed in the Securities Act of 1933, and therefore may be unenforceable. In
the event that a claim of such indemnification (except insofar as it provides for the payment by the
Depositor of expenses incurred or paid by a director, officer or controlling person in the successful
defense of any action, suit or proceeding) is asserted against the Depositor by such director, officer or
controlling person and the SEC is still of the same opinion, the Depositor or Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by the Depositor is against public
policy as expressed by the Securities Act of 1933 and will be governed by the final adjudication of such
issue.


ITEM 29: PRINCIPAL UNDERWRITER

(a) In addition to the Registrant, Directed Services LLC serves as principal underwriter for all contracts
issued by ING USA Annuity and Life Insurance Company through its Separate Accounts A, B and EQ;
Alger Separate Account A; certain contracts issued by ING Life Insurance and Annuity Company and its
Variable Annuity Account B and ReliaStar Life Insurance Company of New York through its Separate
Account NY-B. Also, Directed Services LLC serves as investment advisor to Voya Investors Trust and
Voya 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 J. Tope  909 Locust Street  President and Director 
  Des Moines, IA 50309   
Shaun P. Mathews  One Orange Way  Executive Vice President 
  Windsor, CT 06095   
Patrick J. Kennedy  One Orange Way  Director 
  Windsor, CT 06095   
Richard E. Gelfand  1475 Dunwoody Drive  Chief Financial Officer 
  West Chester, PA 19380-1478   
Kimberly A. Anderson  7337 E Doubletree Ranch Road,  Senior Vice President 
  Scottsdale, AZ 85258   
Michael J. Roland  7337 E Doubletree Ranch Road,  Senior Vice President 
  Scottsdale, AZ 85258   
Stanley D. Vyner  230 Park Avenue, 13th Floor  Senior Vice President 
  New York, NY 10169   
Regina A. Gordon  One Orange Way  Chief Compliance Officer 
  Windsor, CT 06095   
Julius A. Drelick, III  7337 E Doubletree Ranch Road  Senior Vice President, Investment 
  Scottsdale, AZ 85258  Adviser Chief Compliance Officer 
Heather H. Hackett  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Jody I. Hrazanek  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Todd R. Modic  7337 E Doubletree Ranch Road  Vice President 
  Scottsdale, AZ 85258   
Jason R. Rausch  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Paul L. Zemsky  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
Stephen Sedmak  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
May F. Tong  230 Park Avenue, 13th Floor  Vice President 
  New York, NY 10169   
David S. Pendergrass  5780 Powers Ferry Road  Vice President and Treasurer 
  Atlanta, GA 30327-4390   
Spencer T. Shell  5780 Powers Ferry Road  Vice President and Assistant Treasurer 
  Atlanta, GA 30327-4390   
Megan A. Huddleston  One Orange Way  Secretary 
  Windsor, CT 06095   
Tina M. Nelson  20 Washington Avenue South  Assistant Secretary 
  Minneapolis, MN 55401   

 


Name  Principal Business Address  Positions and Offices with Underwriter 
Melissa A. O’Donnell  20 Washington Avenue South  Assistant Secretary   
  Minneapolis, MN 55401         
Nikol C. Gianopoulos  20 Washington Avenue South  Assistant Secretary   
  Minneapolis, MN 55401         
Angelia M. Lattery  20 Washington Avenue South  Assistant Secretary   
  Minneapolis, MN 55401         
Huey P. Falgout  7337 E Doubletree Ranch Road  Assistant Secretary   
  Scottsdale, AZ 85258         
Jennifer M. Ogren  20 Washington Avenue South  Assistant Secretary   
  Minneapolis, MN 55401         
 
(c)           
  2013 Net         
Name of Principal  Underwriting  Compensation  Brokerage   
Underwriter  Discounts and  on Redemption  Commissions  Compensation 
  Commission         
Directed Services LLC  $218,438,941.02  $0    $0  $0 

 

ITEM 30: LOCATION OF ACCOUNTS AND RECORDS

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

ITEM 31: MANAGEMENT SERVICES

None.

ITEM 32: UNDERTAKINGS

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

(b) Registrant hereby undertakes to include either (1) as part of any application to purchase a contract
offered by the prospectus, a space that an applicant can check to request a Statement of Additional
Information, or (2) a post card or similar written communication affixed to or included in the prospectus
that the applicant can remove to send for a Statement of Additional Information; and

(c) Registrant hereby undertakes to deliver any Statement of Additional Information and any financial
statements required to be made available under this Form promptly upon written or oral request.

REPRESENTATIONS

1. The account meets the definition of a “separate account” under federal securities laws.

2. ING USA Annuity and Life Insurance Company hereby represents that the fees and charges deducted
under the Contract described in the Prospectus, in the aggregate, are reasonable in relation to the services
rendered, the expenses to be incurred and the risks assumed by the Company.


SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, ING
USA Annuity and Life Insurance Company, Separate Account B, certifies that it meets all the
requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act
of 1933 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on
its behalf by the undersigned, duly authorized, in the City of West Chester, Commonwealth of
Pennsylvania, on the 18th day of July, 2014.

  SEPARATE ACCOUNT B 
  (Registrant) 
 
By:  ING USA ANNUITY AND LIFE INSURANCE COMPANY 
  (Depositor) 
 
By:  Michael S. Smith* 
  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 July 18, 2014.

Signatures  Titles 
Michael S. Smith*  President and Director 
Michael S. Smith  (principal executive officer) 
 
Steven T. Pierson*  Senior Vice President and Chief Accounting Officer 
Steven T. Pierson   
 
Christina Hack*  Senior Vice President and Chief Financial Officer 
Christina Hack   
 
Ewout L. Steenbergen*  Director 
Ewout L. Steenbergen   
 
Mary (Maliz) E. Beams*  Director 
Mary (Maliz) E. Beams   
 
Chetlur S. Ragavan*  Director 
Chetlur S. Ragavan   
 
Alain M. Karaoglan*  Director 
Alain M. Karaoglan   
 
Rodney O. Martin*  Director 
Rodney O. Martin   
 
By:  /s/ Nicholas Morinigo   
  Nicholas Morinigo as Attorney-in-Fact 

 

*Executed by Nicholas Morinigo on behalf of those indicated pursuant to Powers of Attorney.


  EXHIBIT INDEX   
ITEM  EXHIBIT  PAGE # 
24(b)(9)  Opinion and Consent of Counsel  EX-99.B9 
24(b)(10)  Consent of Independent Registered Public Accounting Firm  EX-99.B10