Form 10-Q Voya Retirement Insurance & Annuity Co

10-Q - Quarterly report [Sections 13 or 15(d)]

Published: 2004-08-12 16:39:41
Submitted: 2004-08-12
Period Ending In: 2004-06-30
a2141790z10-q.txt 10-Q
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a2141790z10-q.txt
<DESCRIPTION>10-Q
<TEXT>
<Page>

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

                                   ----------

                                    FORM 10-Q
(Mark One)

/X/    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the quarterly period ended  June 30, 2004

                                       OR

/ /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934

       For the transition period from ___________________ to


       Commission file number: 333-49581, 033-63657


                        ING INSURANCE COMPANY OF AMERICA
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Florida                                                               06-1286272
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS employer identification no.)
incorporation or organization)

Corporate Center One, 2202 North Westshore Boulevard,
#350, Tampa, Florida                                                       33607
--------------------------------------------------------------------------------
(Address of principal executive offices)                              (Zip code)

Registrant's telephone number, including area code (813) 281-3773


--------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes /X/  No / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes / /  No /X/

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 25,500 shares of Common Stock
as of August 12, 2004, all of which were directly owned by ING Life Insurance
and Annuity Company.

NOTE: WHEREAS ING INSURANCE COMPANY OF AMERICA MEETS THE CONDITIONS SET FORTH IN
GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10Q, THIS FORM IS BEING FILED WITH
THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).

                                        1
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
                  FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2004

                                      INDEX

<Table>
<Caption>
                                                                                  PAGE
                                                                                  -----
<S>                                                                               <C>
PART I.       FINANCIAL INFORMATION (UNAUDITED)

Item 1.       Financial Statements:

              Condensed Statements of Income                                       3
              Condensed Balance Sheets                                             4
              Condensed Statements of Changes in Shareholder's Equity              5
              Condensed Statements of Cash Flows                                   6
              Notes to Condensed Financial Statements                              7

Item 2.       Management's Narrative Analysis of the Results of
              Operations and Financial Condition                                  14

Item 4.       Controls and Procedures                                             22

PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings                                                   23

Item 6.       Exhibits and Reports on Form 8-K                                    23

Signatures                                                                        24
</Table>

                                        2
<Page>

                        ING INSURANCE COMPANY OF AMERICA
      (A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
                  FORM 10-Q FOR THE PERIOD ENDED JUNE 30, 2004

PART I.   FINANCIAL INFORMATION (UNAUDITED)

ITEM 1.   FINANCIAL STATEMENTS

                         CONDENSED STATEMENTS OF INCOME
                                   (Unaudited)
                                   (Millions)

<Table>
<Caption>
                                                       THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                                          2004            2003            2004            2003
                                                      ------------    ------------    ------------    ------------
<S>                                                   <C>             <C>             <C>            <C>
Revenue:
  Fee income                                          $        2.3    $        2.8    $        4.8    $        5.3
  Net investment income                                        2.5             2.6             4.9             5.1
  Net realized capital gains (losses)                         (0.2)            0.7             0.2             1.0
                                                      ------------    ------------    ------------    ------------
Total revenue                                                  4.6             6.1             9.9            11.4
                                                      ------------    ------------    ------------    ------------
Benefits, losses and expenses:
  Benefits:
    Interest credited and other benefits to
     policyholders                                             1.5             1.4             3.0             3.8
  Underwriting, acquisition, and insurance
   expenses:
    General expenses                                           0.3             0.4             0.7             0.9
    Commissions                                                0.4             0.5             0.9             0.9
    Policy acquisition costs deferred                         (0.2)           (0.2)           (0.3)           (0.3)
  Amortization of deferred policy acquisition
   costs and value of business acquired                        1.4             1.2             2.6             3.1
                                                      ------------    ------------    ------------    ------------
Total benefits, losses and expenses                            3.4             3.3             6.9             8.4
                                                      ------------    ------------    ------------    ------------
Income before income taxes                                     1.2             2.8             3.0             3.0
Income tax expense                                             0.4             0.5             0.9             0.5
                                                      ------------    ------------    ------------    ------------
Net income                                            $        0.8    $        2.3    $        2.1    $        2.5
                                                      ============    ============    ============    ============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        3
<Page>

                            CONDENSED BALANCE SHEETS
                          (Millions, except share data)

<Table>
<Caption>
                                                                                    JUNE 30,      DECEMBER 31,
                                                                                      2004            2003
                                                                                  ------------    ------------
                                                                                   (Unaudited)
<S>                                                                               <C>             <C>
ASSETS
Investments:
  Fixed maturities, available for sale, at fair value (amortized
   cost of $169.5 at 2004 and $127.9 at 2003)                                     $      172.2    $      133.1
  Securities pledged under securities lending agreement (amortized
   cost of $21.4 at 2004)                                                                 21.2               -
                                                                                  ------------    ------------
Total investments                                                                        193.4           133.1
Cash and cash equivalents                                                                  7.9             4.8
Short term investments under securities loan agreement                                    21.7               -
Accrued investment income                                                                  2.0             1.3
Deferred policy acquisition costs                                                          1.1             0.9
Value of business acquired                                                                30.2            31.6
Other assets                                                                               1.6            20.3
Assets held in separate accounts                                                         554.1           660.7
                                                                                  ------------    ------------
Total assets                                                                      $      812.0    $      852.7
                                                                                  ============    ============

LIABILITIES AND SHAREHOLDER'S EQUITY
Policy liabilities and accruals:
Due to affiliates                                                                 $        1.5    $        0.6
Other policyholder's funds                                                               131.8            86.6
Payables under securities loan agreement                                                  21.7               -
Current income taxes                                                                       2.0             1.7
Deferred income taxes                                                                      6.3             7.9
Other liabilities                                                                          2.4             2.6
Liabilities related to separate accounts                                                 554.1           660.7
                                                                                  ------------    ------------
Total liabilities                                                                        719.8           760.1
                                                                                  ------------    ------------

Shareholder's equity
  Common stock (35,000 shares authorized, 25,500 issued and
   outstanding; $100 per share par value)                                                  2.5             2.5
  Additional paid-in capital                                                             181.2           181.2
  Accumulated other comprehensive income                                                  (0.3)            2.2
  Retained deficit                                                                       (91.2)          (93.3)
                                                                                  ------------    ------------
Total shareholder's equity                                                                92.2            92.6
                                                                                  ------------    ------------
Total liabilities and shareholder's equity                                        $      812.0    $      852.7
                                                                                  ============    ============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        4
<Page>

             CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (Unaudited)
                                   (Millions)

<Table>
<Caption>
                                                                            SIX MONTHS ENDED JUNE 30,
                                                                               2004            2003
                                                                           ------------    ------------
<S>                                                                        <C>             <C>
Shareholder's equity, beginning of period                                  $       92.6    $       85.9
Comprehensive income (loss):
  Net income                                                                        2.1             2.5
  Other comprehensive income net of tax: Unrealized loss
   on securities ($3.8 and $0.3, pretax year to date)                              (2.5)           (0.2)
                                                                           ------------    ------------
Total comprehensive income (loss)                                                  (0.4)            2.3
                                                                           ------------    ------------
Other                                                                                 -            (0.1)
                                                                           ------------    ------------
Shareholder's equity, end of period                                        $       92.2    $       88.1
                                                                           ============    ============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        5
<Page>

                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (Millions)

<Table>
<Caption>
                                                                            SIX MONTHS ENDED JUNE 30,
                                                                               2004            2003
                                                                           ------------    ------------
<S>                                                                        <C>             <C>
Net cash provided by (used for) operating activities                       $       (5.2)   $       10.0
Cash flows from investing activities
  Proceeds from the sale, maturity or repayment of
    fixed maturities, available for sale                                          133.9            50.0
  Acquisition of fixed maturities, available for sale                            (125.7)          (57.9)
                                                                           ------------    ------------
Net cash provided by (used for) investing activities                                8.2            (7.9)
Cash flows from financing activities
  Deposits and interest credited for investment contracts                           0.2             0.7
  Maturities and withdrawals from insurance and investment contracts               (0.1)           (4.5)
  Other                                                                              --            (1.7)
                                                                           ------------    ------------
Net cash provided by (used for) financing activities                                0.1            (5.5)
                                                                           ------------    ------------
Net change in cash and cash equivalents                                             3.1            (3.4)
Cash and cash equivalents, beginning of period                                      4.8             5.2
                                                                           ------------    ------------
Cash and cash equivalents, end of period                                   $        7.9    $        1.8
                                                                           ============    ============
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                        6
<Page>

ING INSURANCE COMPANY OF AMERICA
(A WHOLLY-OWNED SUBSIDIARY OF ING LIFE INSURANCE AND ANNUITY COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.        BASIS OF PRESENTATION

          ING Insurance Company of America ("IICA" or the "Company"), is a
          provider of financial products and services in the United States. The
          Company is a wholly-owned subsidiary of ING Life Insurance and Annuity
          Company ("ILIAC"). ILIAC is a wholly-owned subsidiary of Lion
          Connecticut Holdings, Inc. ("Lion Connecticut"). Lion Connecticut's
          ultimate parent is ING Groep N.V. ("ING"), a financial services
          company based in The Netherlands.

          The condensed financial statements and notes as of June 30, 2004 and
          December 31, 2003 and for the three and six months ended June 30, 2004
          and 2003 ("interim periods") have been prepared in accordance with
          U.S. generally accepted accounting principles and are unaudited. The
          condensed financial statements reflect all adjustments (consisting
          only of normal recurring accruals) which are, in the opinion of
          management, necessary for the fair presentation of the financial
          position, results of operations and cash flows for the interim
          periods. These condensed financial statements and notes should be read
          in conjunction with the financial statements and related notes as
          presented in the Company's 2003 Annual Report on Form 10-K. The
          results of operations for the interim periods should not be indicative
          of results to be expected for the full year.

          The Company has one operating segment, U.S. Financial Services
          ("USFS"), and all revenue reported by the Company comes from external
          customers.

2.        RECENTLY ADOPTED ACCOUNTING STANDARDS

          ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
          NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS

          The Company adopted Statement of Position ("SOP") 03-1, "Accounting
          and Reporting by Insurance Enterprises for Certain Nontraditional
          Long-Duration Contracts and for Separate Accounts," on January 1,
          2004. SOP 03-1 establishes several new accounting and disclosure
          requirements for certain nontraditional long-duration contracts and
          for separate accounts including, among other things, a requirement
          that assets and liabilities of separate account arrangements that do
          not meet certain criteria be accounted for as general account assets
          and liabilities, and that revenues and expenses related to such
          arrangements be consolidated with the respective revenue and expense
          lines in the Condensed Statement of Operations. In addition, the SOP
          requires additional liabilities be established for certain guaranteed
          death and other benefits and for Universal Life products with certain
          patterns of cost of insurance charges, and that sales inducements
          provided to contractholders be recognized on the balance sheet
          separately from deferred acquisition costs and amortized as a
          component of benefits expense using methodology and assumptions
          consistent with those used for amortization of deferred policy
          acquisition costs.

                                        7
<Page>

          The Company evaluated all requirements of SOP 03-1 and determined that
          it is affected by the SOP's requirements to account for certain
          separate account arrangements as general account arrangements and to
          defer, amortize and recognize separately sales inducements to
          contractholders. Requirements to establish additional liabilities for
          minimum guarantee benefits are applicable to the Company, however, the
          Company's policies on policy liabilities have historically been, and
          continue to be, in conformity with the requirements newly established.
          Requirements for recognition of additional liabilities for Universal
          Life products with certain patterns of cost of insurance charges are
          not applicable to the Company.

          The adoption of SOP 03-1 did not have a significant effect on the
          Company's results of operations, and had no impact on the Company's
          net income.

          THE MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION
          TO CERTAIN INVESTMENTS

          In March 2004, the Emerging Issues Task Force ("EITF") reached a
          final consensus on EITF Issue No. 03-1, "The Meaning of
          Other-Than-Temporary Impairment and its Application to Certain
          Investments," adopting a three-step impairment model for securities
          within its scope. The three-step model is to be applied on a
          security-by-security basis as follows:

          Step 1: Determine whether an investment is impaired. An investment is
                  impaired if its fair value of the investment is less than its
                  cost basis.
          Step 2: Evaluate whether an impairment is other-than-temporary.
          Step 3: If the impairment is other-than-temporary, recognize an
                  impairment loss equal to the difference between the
                  investment's cost and its fair value.

          The Company included this three-step model in the impairment
          evaluation for the quarter ended June 30, 2004. This guidance resulted
          in no additional impairments for the Company.

          Earlier consensus reached by the EITF on this issue required that
          certain quantitative and qualitative disclosures be made for
          unrealized losses on debt and equity securities that have not been
          recognized as other-than-temporary impairments. These disclosures
          were adopted by the Company, effective December 31, 2003, and included
          in the Investments footnote of the Notes to Financial Statements
          included in the Company's 2003 Form 10-K. In addition to the
          disclosure requirements adopted by the Company effective December 31,
          2003, the final consensus of EITF 03-01 reached in March 2004 included
          additional disclosure requirements that are effective for fiscal years
          ended after June 15, 2004.

          In 2003, the Derivative Implementation Group ("DIG") responsible for
          issuing guidance on behalf of the FASB for implementation of FAS No.
          133, "Accounting for Derivative Instruments and Hedging Activities"
          issued Statement Implementation Issue No. B36, "Embedded Derivatives:
          Modified Coinsurance Arrangements and Debt Instruments That
          Incorporate Credit Risk Exposures That Are Unrelated or Only Partially
          Related to the Credit Worthiness of the Obligor under Those
          Instruments" ("DIG B36"). Under this interpretation, modified
          coinsurance and coinsurance with funds withheld reinsurance agreements
          as well as other types of receivables and payables where interest is
          determined by reference to a pool of fixed maturity assets or total
          return debt index may be determined to contain embedded derivatives
          that are required to be bifurcated. The Company adopted DIG B36 on
          October 1, 2003. The Company has no investment or insurance products
          that are applicable to the guidance and, therefore, the guidance has
          no impact on the Company's financial position, results of operations
          or cash flows.

3.        NEW ACCOUNTING PRONOUNCEMENTS

          The implementation of the American Institute of Certified Public
          Accountants ("AICPA") SOP 03-01, "Accounting and Reporting by
          Insurance Enterprises for certain Nontraditional Long-Duration
          Contracts and for Separate Accounts," has raised questions regarding
          the interpretation of the requirements of SFAS No. 97, concerning when
          it is appropriate to record an unearned revenue liability related to
          the insurance benefit function. To clarify its position, in June of
          2004 the Financial Accounting Standards Board ("FASB") issued FSP FAS
          97-1, "Situations in which paragraphs 17(b) and 20 of FASB Statement
          No. 97, Accounting and Reporting by Insurance Enterprises for certain
          Long-Duration Contracts and for Realized Gains and Losses from the
          Sale of Investments, Permit or Require Accrual of an Unearned Revenue
          Liability." FSP FAS 97-1 outlines that SFAS No. 97 is clear in its
          intent and language, and requires the recognition of an unearned
          revenue liability for amounts that have been assessed to compensate
          insurers for services provided over future periods. The requirement of
          SOP 03-01 is not intended to amend or limit the requirement of SFAS
          No. 97 to recognize a liability for unearned revenue only to those
          situations where profits are expected to be

                                        8
<Page>

          followed by a loss. The guidance contained in FSP FAS 97-1 is
          effective for financial statements with fiscal periods beginning
          subsequent to July 18, 2004. The Company is currently evaluating the
          impact of FSP FAS 97-1 and related accounting guidance and anticipates
          a potential increase in the (net) liability established under SOP
          03-01 in future accounting periods.

4.        DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED

          Deferred Policy Acquisition Costs ("DAC") is an asset, which
          represents certain costs of acquiring certain insurance business,
          which are deferred and amortized. These costs, all of which vary with
          and are primarily related to the production of new and renewal
          business, consist principally of commissions, certain underwriting and
          contract issuance expenses, and certain agency expenses. Value of
          business acquired ("VOBA") is an asset, which represents the present
          value of estimated net cash flows embedded in the Company's contracts,
          which existed at the time the Company was acquired by ING. DAC and
          VOBA are evaluated for recoverability at each balance sheet date and
          these assets would be reduced to the extent that gross profits are
          inadequate to recover the asset.

          The amortization methodology varies by product type based upon two
          accounting standards: F AS No. 60, "Accounting and Reporting by
          Insurance Enterprises" ("FAS No. 60") and FAS No. 97, "Accounting and
          Reporting by Insurance Enterprises for Certain Long-Duration Contracts
          and Realized Gains and Losses from the Sale of Investments"
          ("FAS No. 97").

          Under FAS No. 60, acquisition costs for traditional life insurance
          products, which primarily include whole life and term life insurance
          contracts, are amortized over the premium payment period in proportion
          to the premium revenue recognition.

          Under FAS No. 97, acquisition costs for universal life and
          investment-type products, which include universal life policies and
          fixed and variable deferred annuities, are amortized over the life of
          the blocks of policies (usually 25 years) in relation to the emergence
          of estimated gross profits from surrender charges, investment margins,
          mortality and expense margins, asset-based fee income, and actual
          realized gains (losses) on investments. Amortization is adjusted
          retrospectively when estimates of current or future gross profits to
          be realized from a group of products are revised.

                                        9
<Page>

          VOBA activity for the six month periods ended June 30, 2004 and 2003
          was as follows:

<Table>
<Caption>
          (MILLIONS)                                                2004            2003
          ----------                                            ------------    ------------
          <S>                                                   <C>             <C>
          Balance at December 31                                $       31.6    $       34.2
          Interest accrued at 5% - 7%                                    0.9             1.1
          Amortization                                                  (3.3)           (4.5)
          Adjustment for FAS No. 115                                     1.0            (0.8)
                                                                ------------    ------------
          Balance at June 30                                    $       30.2    $       30.0
                                                                ============    ============
</Table>

5.        SEPARATE ACCOUNTS

          Separate Account assets and liabilities generally represent funds
          maintained to meet specific investment objectives of contractholders
          who bear the investment risk, subject, in limited cases, to minimum
          guaranteed rates. Investment income and investment gains and losses
          generally accrue directly to such contractholders. The assets of each
          account are legally segregated and are not subject to claims that
          arise out of any other business of the Company.

          Separate Account assets supporting variable options under universal
          life and annuity contracts are invested, as designated by the
          policyholder or participant (who bears the investment risk subject, in
          limited cases, to minimum guaranteed rates) under a contract in shares
          of mutual funds which are managed by the Company, or in other selected
          mutual funds not managed by the Company.

          Separate Account assets and liabilities are carried at fair value and
          shown as separate captions in the Condensed Balance Sheets. Deposits,
          investment income and net realized and unrealized capital gains and
          losses of the Separate Accounts are not reflected in the Condensed
          Financial Statements (with the exception of realized and unrealized
          capital gains and losses on the assets supporting the guaranteed
          interest option). The Condensed Statements of Cash Flows do not
          reflect investment activity of the Separate Accounts.

          Assets and liabilities of separate account arrangements that do not
          meet the criteria in SOP 03-1 for separate presentation in the
          Condensed Balance Sheets (those arrangements supporting the guaranteed
          interest option), and revenues and expenses related to such
          arrangements, were reclassified to the general account on January 1,
          2004, in accordance with the SOP requirements.

6.        ADDITIONAL INSURANCE BENEFITS AND MINIMUM GUARANTEES

          Under SOP 03-1, the Company calculates an additional liability (the
          "SOP reserve") for certain guaranteed benefits in order to recognize
          the expected value of death benefits in

                                       10
<Page>

          excess of the projected account balance over the accumulation period
          based on total expected assessments.

          The SOP reserve calculated is the minimum guaranteed death benefits
          ("MGDB") reserve and is determined each period by estimating the
          expected value of death benefits in excess of the projected account
          balance and recognizing the excess ratably over the accumulation
          period based on total expected assessments. The Company regularly
          evaluates estimates used to adjust the additional liability balance,
          with a related charge or credit to benefit expense, if actual
          experience or other evidence suggests that earlier assumptions should
          be revised. The following assumptions and methodology were used to
          determine the MGDB SOP reserve at June 30, 2004:

<Table>
<Caption>
                     AREA                                ASSUMPTIONS/BASIS FOR ASSUMPTIONS
          ---------------------------    -----------------------------------------------------------------
          <S>                            <C>
          Data used                      Based on 101 investment performance scenarios stratified based on
                                         10,000 random generated scenarios
          Mean investment performance    8.5%
          Volatility                     18.0%
          Mortality                      60.0% of the 90-95 ultimate mortality table
          Lapse rates                    Vary by contract type and duration; range between 1.0% and 40.0%
          Discount rates                 6.5%, based on the portfolio earned rate of the general account
</Table>

          As of June 30, 2004, the separate account liability subject to SOP
          03-1 for minimum guaranteed benefits and the additional liability
          recognized related to minimum guarantees is $532.0 million and $0.2
          million, respectively. During the six months ended June 30, 2004,
          there were no incurred guaranteed benefits and paid guaranteed
          benefits. The net amount at risk (net of reinsurance) and the weighted
          average attained age of contractholders is $7.2 million and 72,
          respectively, as of June 30, 2004.

          The aggregate fair value of equity securities (including mutual funds)
          supporting separate accounts with additional insurance benefits and
          minimum investment return guarantees as of June 30, 2004 is
          $532.0 million.

7.        INCOME TAXES

          The Company's effective tax rates for the three months ended June 30,
          2004 and 2003 were 33.3% and 17.9%, respectively. Effective tax rates
          for the six months ended June 30, 2004 and 2003 were 30.0% and 16.7%,
          respectively. The year over year increase in the effective tax rates
          is attributable to a current year decrease in the deduction allowed
          for dividends received and a non-recurring prior year refinement of
          the deferred tax balance.

                                       11
<Page>

8.        COMMITMENTS AND CONTINGENT LIABILITIES

          LITIGATION

          The Company is a party to threatened or pending lawsuits/arbitrations
          arising from the normal conduct of business. Due to the climate in
          insurance and business litigation, 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.

9.        RECLASSIFICATION AND CHANGES TO PRIOR YEAR PRESENTATION

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

          During 2003, certain changes were made to the classification of MGDB
          excess claims, which previously were included as a reduction to fee
          income period. These changes had no impact on net income or
          shareholder's equity of the Company. The following summarizes the
          change in classification to each financial statement line item (in
          millions):

<Table>
<Caption>
                                                                                         PREVIOUSLY                 RESTATED
          THREE MONTHS ENDED MARCH 31                                                  REPORTED 2003   ADJUSTMENT     2003
                                                                                       -------------   ----------   --------
          <S>                                                                             <C>           <C>          <C>
          Fee income                                                                      $   1.9       $   0.6      $   2.5
            Total revenue                                                                     4.7           0.6          5.3
          Interest credited and other benefits to policyholders                               1.8           0.6          2.4
            Total expense                                                                     4.5           0.6          5.1

<Caption>
                                                                                         PREVIOUSLY                 RESTATED
          SIX MONTHS ENDED JUNE 30                                                     REPORTED 2003   ADJUSTMENT     2003
                                                                                       -------------   ----------   --------
          <S>                                                                             <C>           <C>          <C>
          Fee income                                                                      $   3.6       $   1.7      $   5.3
            Total revenue                                                                     9.7           1.7         11.4
          Interest credited and other benefits to policyholders                               2.1           1.7          3.8
            Total expense                                                                     6.7           1.7          8.4
</Table>

                                       12
<Page>

<Table>
<Caption>
                                                                                         PREVIOUSLY                 RESTATED
          NINE MONTHS ENDED SEPTEMBER 30                                               REPORTED 2003   ADJUSTMENT     2003
                                                                                       -------------   ----------   --------
          <S>                                                                             <C>           <C>          <C>
          Fee income                                                                      $   5.0       $   2.7      $   7.7
            Total revenue                                                                    13.5           2.7         16.2
          Interest credited and other benefits to policyholders                               3.0           2.7          5.7
            Total expense                                                                     7.5           2.7         10.2

<Caption>
                                                                                         PREVIOUSLY                 RESTATED
          YEAR ENDED DECEMBER 31                                                       REPORTED 2003   ADJUSTMENT     2003
                                                                                       -------------   ----------   --------
          <S>                                                                             <C>           <C>          <C>
          Fee income                                                                      $   6.7       $   3.0      $   9.7
            Total revenue                                                                    15.6           3.0         18.6
          Interest credited and other benefits to policyholders                               0.3           3.0          3.3
            Total expense                                                                     7.3           3.0         10.3
</Table>

                                       13
<Page>

ITEM 2.   MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
          FINANCIAL CONDITION

          OVERVIEW

          The following narrative analysis of the results of operations and
          financial condition presents a review of ING Insurance Company of
          America ("IICA", or the "Company") as of June 30, 2004 and December
          31, 2003 and for the three and six month periods ended June 30, 2004
          and 2003. This review should be read in conjunction with the condensed
          financial statements and other data presented herein, as well as the
          "Management's Narrative Analysis of the Results of Operations and
          Financial Condition" section contained in the Company's 2003 Annual
          Report on Form 10-K.

          NATURE OF BUSINESS

          The Company and principally offers annuity contracts to individuals
          on a qualified and nonqualified basis and to employer sponsored
          retirementb plans qualified under Internal Revenue Code Sections 401,
          403, and 408. The Company's products are offered primarily to
          individuals and employer-sponsored groups in the education market. The
          Company's products are generally sold through a managed network of
          broker/dealers and dedicated career agents.

          RECENTLY ADOPTED ACCOUNTING STANDARDS

          ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN
          NONTRADITIONAL LON-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS

          The Company adopted Statement of Position ("SOP") 03-1, "Accounting
          and Reporting by Insurance Enterprises for Certain Nontraditional
          Long-Duration Contracts and for Separate Accounts," on January 1,
          2004. SOP 03-1 establishes several new accounting and disclosure
          requirements for certain nontraditional long-duration contracts and
          for separate accounts including, among other things, a requirement
          that assets and liabilities of separate account arrangements that do
          not meet certain criteria be accounted for as general account assets
          and liabilities, and that revenues and expenses related to such
          arrangements, be consolidated with the respective revenue and expense
          lines in the Condensed Statement of Operations. In addition, the SOP
          requires additional liabilities be established for certain guaranteed
          death and other benefits and for Universal Life products with certain
          patterns of cost of insurance charges, and that sales inducements
          provided to contractholders be recognized on the balance sheet
          separately from deferred acquisition costs and amortized as a
          component of benefits expense using methodology and assumptions
          consistent with those used for amortization of deferred policy
          acquisition costs.

          The Company evaluated all requirements of SOP 03-1 and determined that
          it is affected by the SOP's requirements to account for certain
          separate account arrangements as general account arrangements and to
          defer, amortize and recognize separate sales inducements to
          contractholders. Requirements to establish additional liabilities for
          minimum guarantee benefits are applicable to the Company, however, the
          Company's policies on policy liabilities have historically been, and
          continue to be, in conformity with the requirements newly established.
          Requirements for recognition

                                       14
<Page>

          of additional liabilities for Universal Life products with certain
          patterns of cost of insurance charges are not applicable to the
          Company.

          The adoption of SOP 03-1 did not have a significant effect on
          the Company's results of operations, and had no impact on the
          Company's net income.

          THE MEANING OF OTHER-THAN-TEMPORARY IMPAIRMENT AND ITS APPLICATION
          TO CERTAIN INVESTMENTS

          In March 2004, the Emerging Issues Task Force ("EITF") reached a
          final consensus on EITF Issue No. 03-1, "The Meaning of
          Other-Than-Temporary Impairment and its Application to Certain
          Investments," adopting a three-step impairment model for securities
          within its scope. The three-step model is to be applied on a
          security-by-security basis as follows:

          Step 1: Determine whether an investment is impaired. An investment is
                  impaired if its fair value of the investment is less than its
                  cost basis.
          Step 2: Evaluate whether an impairment is other-than-temporary.
          Step 3: If the impairment is other-than-temporary, recognize an
                  impairment loss equal to the difference between the
                  investment's cost and its fair value.

          The Company included this three-step model in the impairment
          evaluation for the quarter ended June 30, 2004. This guidance resulted
          in no additional impairments for the Company.

          Earlier consensus reached by the EITF on this issue required that
          certain quantitative and qualitative disclosures be made for
          unrealized losses on debt and equity securities that have not been
          recognized as other-than-temporary impairments. These disclosures were
          adopted by the Company, effective December 31, 2003, and included in
          the Investments footnote of the Notes to Financial Statements included
          in the Company's 2003 Form 10-K. In addition to the disclosure
          requirements adopted by the Company effective December 31, 2003,
          the final consensus of EITF 03-01 reached in March 2004 included
          additional disclosure requirements that are effective for fiscal years
          ended after June 15, 2004.

          In 2003, the Derivative Implementation Group ("DIG") responsible for
          issuing guidance on behalf of the FASB for implementation of FAS No.
          133, "Accounting for Derivative Instruments and Hedging Activities"
          issued Statement Implementation Issue No. B36, "Embedded Derivatives:
          Modified Coinsurance Arrangements and Debt Instruments That
          Incorporate Credit Risk Exposures That Are Unrelated or Only Partially
          Related to the Credit Worthiness of the Obligor under Those
          Instruments" ("DIG B36"). Under this interpretation, modified
          coinsurance and coinsurance with funds withheld reinsurance agreements
          as well as other types of receivables and payables where interest is
          determined by reference to a pool of fixed maturity assets or total
          return debt index may be determined to contain embedded derivatives
          that are required to be bifurcated. The Company adopted DIG B36 on
          October 1,2003. The Company has no investment or insurance products
          that are applicable to the guidance and, therefore, the guidance has
          no impact on the Company's financial position, results of operations
          or cash flows.

          NEW ACCOUNTING PRONOUNCEMENTS

          The implementation of the American Institute of Certified Public
          Accountants ("AICPA") SOP 03-01, "Accounting and Reporting by
          Insurance Enterprises for certain Nontraditional Long-Duration
          Contracts and for Separate Accounts," has raised questions regarding
          the interpretation of the requirements of SFAS No. 97, concerning when
          it is appropriate to record an unearned revenue liability related to
          the insurance benefit function. To clarify its position, in June of
          2004 the Financial Accounting Standards Board ("FASB") issued FSP FAS
          97-1, "Situations in which paragraphs 17(b) and 20 of FASB Statement
          No. 97, Accounting and Reporting by Insurance Enterprises for certain
          Long-Duration Contracts and for Realized Gains and Losses from the
          Sale of Investments, Permit or Require Accrual of an Unearned Revenue
          Liability." FSP FAS 97-1 outlines that SFAS No. 97 is clear in its
          intent and language, and requires the recognition of an unearned
          revenue liability for amounts that have been assessed to compensate
          insurers for services provided over future periods. The requirement of
          SOP 03-01 is not intended to amend or limit the requirement of SFAS
          No. 97 to recognize a liability for unearned revenue only to those
          situations where profits are expected to be followed by a loss. The
          guidance contained in FSP FAS 97-1 is effective for financial
          statements with fiscal periods beginning subsequent to July 18, 2004.
          The Company is currently evaluating the impact of FSP FAS 97-1 and
          related accounting guidance and anticipates a potential increase in
          the (net) liability established under SOP 03-01 in future accounting
          periods.

          CRITICAL ACCOUNTING POLICIES

          GENERAL

                                       15
<Page>

          The preparation of financial statements in conformity with U.S.
          generally accepted accounting principles requires the use of estimates
          and assumptions in certain circumstances that affect amounts reported
          in the accompanying condensed financial statements and related
          footnotes. These estimates and assumptions are evaluated on an
          on-going basis based on historical developments, market conditions,
          industry trends and other information that is reasonable under the
          circumstances. There can be no assurance that actual results will
          conform to estimates and assumptions, and that reported results of
          operations will not be materially adversely affected by the need to
          make future accounting adjustments to reflect changes in these
          estimates and assumptions from time to time.

          The Company has identified the following estimates as critical in that
          they involve a higher degree of judgment and are subject to a
          significant degree of variability. In developing these estimates
          management makes subjective and complex judgments that are inherently
          uncertain and subject to material change as facts and circumstances
          develop. Although variability is inherent in these estimates,
          management believes the amounts provided are appropriate based upon
          the facts available upon compilation of the condensed financial
          statements.

          INVESTMENT IMPAIRMENT TESTING

          The Company reviews the general account investments for impairments by
          considering the length of the time and the extent to which the fair
          value has been less than amortized cost; the financial condition and
          near-term prospects of the issuer; future economic conditions and
          market forecasts; and the Company's intent and ability to retain the
          investment in the issuer for a period of time sufficient to allow for
          recovery in fair value. Based on the facts and circumstances of each
          case, management uses judgment in deciding whether any calculated
          impairments are temporary or other than temporary. For those
          impairments judged to be other than temporary, the Company reduces the
          carrying value of those investments to the current fair value and
          records impairment losses for the difference.

          AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF BUSINESS
          ACQUIRED

          Deferred policy acquisition costs ("DAC") and value of business
          acquired ("VOBA") are amortized with interest over the life of the
          contracts (usually 25 years) in relation to the present value of
          estimated gross profits from projected interest margins, asset-based
          fees, policy administration and surrender charges less policy
          maintenance fees.

          Changes in assumptions can have a significant impact on the
          calculation of DAC/VOBA and its related amortization patterns. Due to
          the relative size of the DAC/VOBA balance and the sensitivity of the
          calculation to minor changes in the underlying assumptions and the
          related volatility that could result in the reported DAC/VOBA balance,
          the Company performs a quarterly analysis of DAC/VOBA. At each balance
          sheet date, actual historical gross profits are reflected and expected
          future gross profits and related assumptions are evaluated for
          continued reasonableness.

                                       16
<Page>

          Any adjustment in estimated profit requires that the amortization rate
          be revised retroactively to the date of policy or contract issuance
          ("unlocking"), which could be significant. The cumulative difference
          related to prior periods is recognized as a component of the current
          period's amortization, along with amortization associated with the
          actual gross profits of the period. In general, increases in estimated
          returns result in increased expected future profitability and may
          lower the rate of amortization, while increases in lapse/surrender and
          mortality assumptions or decreases in returns reduce the expected
          future profitability of the underlying business and may increase the
          rate of amortization.

          One of the most significant assumptions involved in the estimation of
          future gross profits for variable universal life and deferred annuity
          products is the assumed return associated with future separate account
          performance. To reflect the near-term and long-term volatility in the
          equity markets this assumption involves a combination of near-term
          expectations and a long-term assumption about market performance. The
          overall return generated by the separate account is dependent on
          several factors, including the relative mix of the underlying
          sub-accounts among bond funds and equity funds as well as equity
          sector weightings.

          FORWARD-LOOKING INFORMATION/RISK FACTORS

          In connection with the "safe harbor" provisions of the Private
          Securities Litigation Reform Act of 1995, the Company cautions readers
          regarding certain forward-looking statements contained in this report
          and in any other statements made by, or on behalf of, the Company,
          whether or not in future filings with the Securities and Exchange
          Commission ("SEC"). Forward-looking statements are statements not
          based on historical information and which relate to future operations,
          strategies, financial results, or other developments. Statements using
          verbs such as "expect," "anticipate," "believe" or words of similar
          import generally involve forward-looking statements. Without limiting
          the foregoing, forward-looking statements include statements which
          represent the Company's beliefs concerning future levels of sales and
          redemptions of the Company's products, investment spreads and yields,
          or the earnings and profitability of the Company's activities.

          Forward-looking statements are necessarily based on estimates and
          assumptions that are inherently subject to significant business,
          economic and competitive uncertainties and contingencies, many of
          which are beyond the Company's control and many of which are subject
          to change. These uncertainties and contingencies could cause actual
          results to differ materially from those expressed in any
          forward-looking statements made by, or on behalf of, the Company.

          Whether or not actual results differ materially from forward-looking
          statements may depend on numerous foreseeable and unforeseeable
          developments. Some may be national in scope, such as general economic
          conditions, changes in tax law and changes in interest rates (for
          additional information, see the Legislative Initiatives section
          below). Some may relate to the insurance industry generally, such as
          pricing competition, regulatory developments and industry
          consolidation. Others may relate to the Company specifically, such as
          credit, volatility and other risks associated with the Company's
          investment portfolio. Investors are also directed to consider other

                                       17
<Page>

          risks and uncertainties discussed in documents filed by the Company
          with the SEC. The Company disclaims any obligation to update
          forward-looking information.

          RESULTS OF OPERATIONS

          Fee income for the three and six month periods ended June 30, 2004
          decreased by $0.5 million compared to the same periods in 2003. The
          decrease in fee income during the comparative periods was primarily
          due to lower single premium immediate annuity sales in 2004 versus
          2003.

          Net investment income decreased by $0.1 and $0.2 for the three and six
          month periods ended June 30, 2004, respectively, compared to the same
          periods in 2003. The decrease is primarily due to lower investment
          yields and a decrease in average assets under management with fixed
          options.

          Net realized capital gains decreased by $0.9 million and $0.8 million
          for the three and six month periods ended June 30, 2004, respectively,
          compared to the same periods in 2003. Net realized gains result from
          sales of fixed maturities having a fair value greater than book value
          and are dependent on the volume of trades in the current interest rate
          environment. The 10-year treasury yield has risen from an average of
          3.77% in the first half of 2003 to 4.31 % in the first half of 2004,
          an increase of 54 basis points. In a rising rate environment, the
          market value of fixed maturities held in the Company's portfolio
          decreases. The decrease in net realized gains reflects the impact of
          this variable on the overall sale of fixed maturities.

          Interest credited and other benefits to contractholders for the three
          months ended June 30, 2004 in contrast to the comparative period in
          2003, increased by $0.1 million. A decrease of $0.8 million between
          the six months ended June 30, 2004 and six months ended June 30, 2003,
          was primarily due to a decrease in credited rates to contractholders
          and a decline in average assets under management with fixed options.

          Underwriting, acquisition, and insurance expenses for the three and
          six month periods ended June 30, 2004 compared to the same periods in
          2003 remained relatively stable.

          Amortization of DAC and VOBA for the three and six months ended June
          30, 2004, increased by $0.2 million and decreased by $0.5 million,
          respectively, compared to the same periods in 2003. Amortization of
          long-duration products is recorded in proportion to actual and
          estimated future gross profits. Estimated gross profits are computed
          based on underlying assumptions related to the underlying contracts,
          including but not limited to interest margins, mortality, lapse,
          premium persistency, expenses, and asset growth. The increase in the
          amortization of deferred policy acquisition costs and value of
          insurance acquired reflects the impact of these variables on the
          overall book of business.

          Net income decreased by $1.5 million and $0.4 million for the three
          and six months ended June 30, 2004, respectively, compared to the same
          periods in 2003. The decline in earnings is primarily the result of
          decreased net realized gains in addition to an increase in total
          benefits, expenses and amortization of long-duration products.

                                       18
<Page>

          The Company's annuity deposits and assets under management are as
          follows:

<Table>
<Caption>
                                                  THREE MONTHS ENDED JUNE 30,    SIX MONTHS ENDED JUNE 30,
          (MILLIONS) (UNAUDITED)                      2004           2003           2004           2003
                                                  ------------   ------------   ------------   ------------
          <S>                                     <C>            <C>            <C>            <C>
          Deposits
            Annuities - fixed options             $        0.8   $        1.5   $        1.4   $        2.7
            Annuities - variable options                   4.8            5.0            9.5            9.1
                                                  ------------   ------------   ------------   ------------
            Total - deposits                      $        5.6   $        6.5   $       10.9   $       11.8
                                                  ============   ============   ============   ============

          Assets under management
            Annuities - fixed options (1)                                       $      128.2   $      148.6
            Annuities - variable options (2)                                           554.1          549.6
                                                                                ------------   ------------
            Total - assets under management                                     $      682.3   $      698.2
                                                                                ============   ============
</Table>

          (1) Excludes net unrealized capital gains of $2.5 million and $9.3
              million at June 30, 2004 and 2003, respectively.
          (2) Includes $412.0 million and $408.5 million at June 30, 2004 and
              2003, respectively, of assets invested through the Company's
              products in unaffiliated mutual funds.

          FINANCIAL CONDITION

          INVESTMENTS

          FIXED MATURITIES

          At June 30, 2004 and December 31, 2003, the Company's carrying value
          of available for sale fixed maturities including securities pledged
          under securities lending agreement (hereinafter referred to as "total
          fixed maturities") represented 100.0% of the total general account for
          2004 and 2003. For the same periods, $78.7 million, or 40.7% of total
          fixed maturities, and $92.3 million, or 69.3% of total fixed
          maturities, respectively, supported experience-rated products. Total
          fixed maturities reflected net unrealized capital gains of $2.5
          million and $5.2 million at June 30, 2004 and December 31, 2003,
          respectively.

          It is management's objective that the portfolio of fixed maturities be
          of high quality and be well diversified by market sector. The fixed
          maturities in the Company's portfolio are generally rated by external
          rating agencies and, if not externally rated, are rated by the Company
          on a basis believed to be similar to that used by the rating agencies.
          The average quality rating of the Company's fixed maturities portfolio
          was AA- at June 30, 2004 and 2003.

          Fixed maturities rated BBB and below may have speculative
          characteristics and changes in economic conditions or other
          circumstances are more likely to lead to a weakened capacity of the
          issuer to make principal and interest payments than is the case with
          higher rated fixed maturities.

                                       19
<Page>

          The percentage of total fixed maturities by quality rating category is
          as follows:

<Table>
<Caption>
                                                                      JUNE 30,      DECEMBER 31,
                                                                        2004            2003
                                                                    ------------    ------------
          <S>                                                              <C>             <C>
          AAA                                                               44.4%           47.7%
          AA                                                                 4.9             1.2
          A                                                                 26.6            27.7
          BBB                                                               21.8            22.6
          BB                                                                 2.3             0.1
          B and below                                                          -             0.7
                                                                    ------------    ------------
          Total                                                            100.0%          100.0%
                                                                    ============    ============
</Table>

          The percentage of total fixed maturities by market sector is as
          follows:

<Table>
<Caption>
                                                                      JUNE 30,      DECEMBER 31,
                                                                        2004            2003
                                                                    ------------    ------------
          <S>                                                       <C>             <C>
          U.S. Corporate                                                    53.9%           56.9%
          Residential Mortgaged-Backed                                      16.1            19.7
          U.S. Treasuries/Agencies                                           9.2             6.0
          Foreign (1)                                                        4.6             7.2
          Asset-Backed                                                      10.2             6.2
          Commercial/Multifamily Mortgage-Backed                             6.0             4.0
                                                                    ------------    ------------
          Total                                                     $      100.0%   $      100.0%
                                                                    ============    ============
</Table>

          (1) Primarily U.S. dollar denominated.

          The Company analyzes the general account investments to determine
          whether there has been an other than temporary decline in fair value
          below the amortized cost basis in accordance with F AS No. 115,
          "Accounting for Certain Investments in Debt and Equity Securities".
          Management considers the length of the time and the extent to which
          the fair value has been less than amortized cost; the financial
          condition and near-term prospects of the issuer; future economic
          conditions and market forecasts; and the Company's intent and ability
          to retain the investment in the issuer for a period of time sufficient
          to allow for recovery in fair value. If it is probable that all
          amounts due according to the contractual terms of a fixed maturity
          investment will not be collected, an other than temporary impairment
          is considered to have occurred.

          When a decline in fair value is determined to be other than temporary,
          the individual security is written down to fair value and the loss
          accounted for as a realized loss.

          LIQUIDITY AND CAPITAL RESOURCES

          Liquidity is the ability of the Company to generate sufficient cash
          flows to meet the cash requirements of operating, investing, and
          financing activities. The Company's principal sources of liquidity are
          product charges, investment income and maturing investments. Primary
          uses of these funds are payments of commissions and operating
          expenses, interest credits, investment purchases, as well as
          withdrawals and surrenders.

                                       20
<Page>

          Management believes that its sources of liquidity are adequate to meet
          the Company's short-term cash obligations. The Company has entered
          into agreements with ILIAC under which ILIAC has agreed to cause the
          Company to have sufficient capital to meet certain capital and surplus
          levels.

          The National Association of Insurance Commissioners' ("NAIC")
          risk-based capital requirements require insurance companies to
          calculate and report information under a risk-based capital formula.
          These requirements are intended to allow insurance regulators to
          monitor the capitalization of insurance companies based upon the type
          and mixture of risks inherent in a Company's operations. The formula
          includes components for asset risk, liability risk, interest rate
          exposure, and other factors. The Company has complied with the NAIC's
          risk-based capital reporting requirements.

          Amounts reported indicate that the Company has total adjusted capital
          above all required capital levels.

          LEGISLATIVE INITIATIVES

          The Jobs and Growth Tax Relief Reconciliation Act of 2003 which was
          enacted in the second quarter of 2003 may impact the Company. The
          Act's provisions, which reduce the tax rates on long-term capital
          gains and corporate dividends, impact the relative competitiveness of
          the Company's products, especially variable annuities.

          Other legislative proposals under consideration include repealing the
          estate tax, changing the taxation of products, changing life insurance
          company taxation and making changes to nonqualified deferred
          compensation arrangements. Some of these proposals, if enacted, could
          have a material effect on life insurance, annuity and other retirement
          savings product sales.

          The impact on the tax position of the Company's products cannot be
          predicted.

                                       21
<Page>

ITEM 4.   CONTROLS AND PROCEDURES

          a)  The Company carried out an evaluation, under the supervision and
              with the participation of its management, including its Chief
              Executive Officer and Chief Financial Officer, of the
              effectiveness of the Company's disclosure controls and procedures
              (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities
              Exchange Act of 1934) as of the end of the period covered by this
              report. Based on that evaluation, the Chief Executive Officer and
              the Chief Financial Officer have concluded that the Company's
              current disclosure controls and procedures are effective in
              ensuring that material information relating to the Company
              required to be disclosed in the Company's periodic SEC filings is
              made known to them in a timely manner.

          b)  There has not been any change in the internal controls over
              financial reporting of the Company that occurred during the period
              covered by this report that has materially affected or is
              reasonably likely to materially affect these internal controls.

                                       22
<Page>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          The Company is a party to threatened or pending lawsuits arising from
          the normal conduct of business. Due to the climate in insurance and
          business litigation, 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, in light of existing insurance, reinsurance and established
          reserves, it is the opinion of management that the disposition of such
          lawsuits will not have a materially adverse effect on the Company's
          operations or financial position.

          As with many financial services companies, affiliates of the Company
          have received requests for information from various governmental and
          self-regulatory agencies in connection with investigations related to
          trading in investment company shares. In each case, full cooperation
          and responses are being provided. The Company is also reviewing its
          policies and procedures in this area.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (a) Exhibits

              31.1   Certificate of David A. Wheat pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.

              31.2   Certificate of Brian D. Comer pursuant to Section 302 of
                     the Sarbanes-Oxley Act of 2002.

              32.1   Certificate of David A. Wheat pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

              32.2   Certificate of Brian D. Comer pursuant to Section 906 of
                     the Sarbanes-Oxley Act of 2002.

          (b) Reports on Form 8-K.

              None.

                                       23
<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    ING INSURANCE COMPANY OF AMERICA
                                    --------------------------------
                                               (Registrant)


August 12, 2004                     By/s/ David A. Wheat
----------------                      ------------------------------------------
    (Date)                            David A. Wheat
                                      Director, Senior Vice President, and
                                       Chief Financial Officer

                                       24

</TEXT>
</DOCUMENT>
a2141790zex-31_1.txt EX-31.1
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>a2141790zex-31_1.txt
<DESCRIPTION>EX-31.1
<TEXT>
<Page>

                                                                    EXHIBIT 31.1

                                  CERTIFICATION

I, David A. Wheat, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of ING Insurance Company
     of America;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date:    August 12, 2004
         ---------------

By       /s/ David A. Wheat
         ------------------------------------------------------------
         David A. Wheat
         Director, Senior Vice President, and Chief Financial Officer
         (Duly Authorized Officer and Principal Financial Officer)

</TEXT>
</DOCUMENT>
a2141790zex-31_2.txt EX-31.2
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>a2141790zex-31_2.txt
<DESCRIPTION>EX-31.2
<TEXT>
<Page>

                                                                    EXHIBIT 31.2

                                  CERTIFICATION

I, Brian D. Comer, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of ING Insurance Company
     of America;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material fact or omit to state a material fact necessary to make the
     statements made, in light of the circumstances under which such statements
     were made, not misleading with respect to the period covered by this
     report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this report, fairly present in all material
     respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

     a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this report is being prepared;

     b)  evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this report our conclusions about the
         effectiveness of the disclosure controls and procedures, as of the end
         of the period covered by this report based on such evaluation; and

     c)  disclosed in this report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter (the registrant's fourth fiscal quarter in
         the case of an annual report) that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors (or persons performing the equivalent functions):

     a)  all significant deficiencies and material weaknesses in the design or
         operation of internal control over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         control over financial reporting.


Date     August 12, 2004
         ---------------

By       /s/ Brian D. Comer
          ------------------------------------------------------------
         Brian D. Comer
         President
         (Duly Authorized Officer and Principal Executive Officer)

</TEXT>
</DOCUMENT>
a2141790zex-32_1.txt EX-32.1
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>a2141790zex-32_1.txt
<DESCRIPTION>EX-32.1
<TEXT>
<Page>

                                                                    EXHIBIT 32.1

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Insurance
Company of America (the "Company") hereby certifies that, to the officer's
knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004 (the "Report") fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that
the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


August 12, 2004                By /s/ David A. Wheat
----------------                  ----------------------------------------------
     (Date)                       David A. Wheat
                                  Director, Senior Vice President, and
                                   Chief Financial Officer

</TEXT>
</DOCUMENT>
a2141790zex-32_2.txt EX-32.2
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>a2141790zex-32_2.txt
<DESCRIPTION>EX-32.2
<TEXT>
<Page>

                                                                    EXHIBIT 32.2

                                  CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Insurance
Company of America (the "Company") hereby certifies that, to the officer's
knowledge, the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2004 (the "Report") fully complies with the requirements of Section
13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that
the information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.


August 12, 2004                                By /s/ Brian D. Comer
----------------                                  ------------------------------
     (Date)                                       Brian D. Comer
                                                  President

</TEXT>
</DOCUMENT>
Additional Files
FileSequenceDescriptionTypeSize
0001047469-04-026361.txt   Complete submission text file   87381

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