-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WUkKzNVz+UTo8Yycx/n2PskPgrP3OzBj+ROskDsc4NTX0nGaVSK6RgCtjEhQvMcT 6I3eQBkX7EQ/ckAT6e/9tw== 0001047469-03-027758.txt : 20030814 0001047469-03-027758.hdr.sgml : 20030814 20030814161605 ACCESSION NUMBER: 0001047469-03-027758 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ING LIFE INSURANCE & ANNUITY CO CENTRAL INDEX KEY: 0000837010 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 710294708 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-23376 FILM NUMBER: 03847950 BUSINESS ADDRESS: STREET 1: 151 FARMINGTON AVE CITY: HARTFORD STATE: CT ZIP: 06156 BUSINESS PHONE: 2032737834 MAIL ADDRESS: STREET 1: 151 FARMINGTON AVENUE CITY: HARTFORD STATE: CT ZIP: 06156 FORMER COMPANY: FORMER CONFORMED NAME: AETNA LIFE INSURANCE & ANNUITY CO /CT DATE OF NAME CHANGE: 19920703 10-Q 1 a2116813z10-q.txt 10-Q 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, 2003
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: 333-86276, 333-86278, 333-104456
ING Life Insurance and Annuity Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Connecticut 71-0294708 - ------------------------------------------------------------------------------------------------------ (State or other jurisdiction of (IRS employer incorporation or organization) identification no.) 151 Farmington Avenue, Hartford, Connecticut 06156 - ------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (866) 723-4646 - -------------------------------------------------------------------------------- Former name, former address and formal 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 ______ 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: 55,000 shares of Common Stock as of August 12, 2003, all of which were directly owned by Lion Connecticut Holdings, Inc. NOTE: WHEREAS ING LIFE INSURANCE AND ANNUITY COMPANY 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). ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.) Form 10-Q for the period ended June 30, 2003 INDEX
Page ---- PART I. FINANCIAL INFORMATION (UNAUDITED) Item 1. Financial Statements: Condensed Consolidated Statements of Income.................................. 3 Condensed Consolidated Balance Sheets... 4 Condensed Consolidated Statements of Changes in Shareholder's Equity......... 5 Condensed Consolidated Statements of Cash Flows.............................. 6 Notes to Condensed Consolidated Financial Statements.................... 7 Item 2. Management's Narrative Analysis of the Results of Operations and Financial Condition............................. 12 Item 4. Controls and Procedures................. 20 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................... 20 Item 6. Exhibits and Reports on Form 8-K........ 20 Signatures.............................. 21 Certifications.......................... 22
2 PART I. FINANCIAL INFORMATION (UNAUDITED) ITEM 1. FINANCIAL STATEMENTS ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Millions)
Three months ended Six months ended June 30, June 30, ------------------ ---------------- 2003 2002 2003 2002 -------- -------- ------- ------- Revenue: Premiums $ 25.1 $ 24.5 $ 48.9 $ 51.7 Fee income 89.8 110.8 177.2 229.4 Net investment income 229.7 265.0 474.2 499.4 Net realized capital gains (losses) 39.0 (49.0) 42.5 (65.7) ------ ------ ------ ------ Total revenue 383.6 351.3 742.8 714.8 ------ ------ ------ ------ Benefits, losses and expenses: Benefits: Interest credited and other benefits to contractholders 177.3 193.1 371.5 376.1 Underwriting, acquisition, and insurance expenses: General expenses 105.9 92.0 207.6 207.0 Commissions 29.5 31.9 58.3 65.7 Policy acquisition costs deferred (40.1) (41.5) (79.6) (86.4) Amortization of deferred policy acquisition costs and value of business acquired (0.5) 36.5 56.0 69.0 ------ ------ ------ ------ Total benefits, losses and expenses 272.1 312.0 613.8 631.4 ------ ------ ------ ------ Income before income taxes 111.5 39.3 129.0 83.4 Income tax expense 36.2 12.9 41.3 28.1 ------ ------ ------ ------ Net income $ 75.3 $ 26.4 $ 87.7 $ 55.3 ====== ====== ====== ======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 ITEM 1. FINANCIAL STATEMENTS (continued) ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.) CONDENSED CONSOLIDATED BALANCE SHEETS (Millions, except share data)
June 30, 2003 December 31, (Unaudited) 2002 ---------------- --------------- ASSETS Investments: Fixed maturities, available for sale, at fair value (amortized cost of $15,638.1 at 2003 and $15,041.2 at 2002) $16,606.9 $15,767.0 Equity securities, at fair value: Nonredeemable preferred stock (cost of $34.2 at 2003 and 2002) 34.2 34.2 Investment in affiliated mutual funds (cost of $197.5 at 2003 and $203.9 at 2002) 202.9 201.0 Common stock (cost of $0.2 at 2003 and 2002) 0.2 0.2 Mortgage loans on real estate 672.7 576.6 Policy loans 278.7 296.3 Short-term investments 33.7 6.2 Other investments 39.1 52.2 Securities pledged to creditors (amortized cost of $1,306.7 at 2003 and $154.9 at 2002) 1,354.0 155.0 --------- --------- Total investments 19,222.4 17,088.7 Cash and cash equivalents 15.2 65.4 Short-term investments under securities loan agreement 1,452.8 164.3 Accrued investment income 169.5 170.9 Reinsurance recoverable 2,973.3 2,986.5 Deferred policy acquisition costs 264.8 229.8 Value of business acquired 1,411.4 1,438.4 Property, plant and equipment (net of accumulated depreciation of $66.7 at 2003 and $56.0 at 2002) 39.9 49.8 Other assets 462.1 145.8 Assets held in separate accounts 30,014.2 28,071.1 --------- --------- Total assets $56,025.6 $50,410.7 ========= ========= LIABILITIES AND SHAREHOLDER'S EQUITY Policy liabilities and accruals: Future policy benefits and claims reserves $ 3,274.6 $ 3,305.2 Unpaid claims and claim expenses 35.5 30.0 Other policyholders' funds 15,826.7 14,756.0 --------- --------- Total policy liabilities and accruals 19,136.8 18,091.2 Payables for securities purchased 1,452.8 164.3 Current income taxes 125.1 84.5 Deferred income taxes 179.3 163.1 Other liabilities 2,534.8 1,573.7 Liabilities related to separate accounts 30,014.2 28,071.1 --------- --------- Total liabilities 53,443.0 48,147.9 --------- --------- Shareholder's equity Common stock (100,000 shares authorized, 55,000 shares issued and outstanding, $50.00 per share par value) 2.8 2.8 Additional paid-in capital 4,616.5 4,416.5 Accumulated other comprehensive income 140.4 108.3 Retained deficit (2,177.1) (2,264.8) --------- --------- Total shareholder's equity 2,582.6 2,262.8 --------- --------- Total liabilities and shareholder's equity $56,025.6 $50,410.7 ========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY (Unaudited) (Millions)
Six Months Ended June 30, ------------------ 2003 2002 -------- -------- Shareholder's equity, beginning of period $2,262.8 $4,454.3 Comprehensive income: Net income 87.7 55.3 Other comprehensive income net of tax: Unrealized gain on securities ($49.4 and $18.8, pretax year to date) 32.1 12.2 -------- -------- Total comprehensive income 119.8 67.5 Contribution of IA Holdco -- (60.1) Capital contribution 200.0 -- -------- -------- Shareholder's equity, end of period $2,582.6 $4,461.7 ======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Millions)
Six months ended June 30, --------------------- 2003 2002 ---------- --------- Net cash provided by (used for) operating activities $ 1,353.1 $ (85.0) Cash Flows from Investing Activities Proceeds from the sale of: Fixed maturities available for sale 11,892.9 7,591.0 Equity securities 27.0 0.2 Mortgages 9.4 -- Investment maturities and collections of: Fixed maturities available for sale 2,020.2 799.8 Short-term investments 2.9 6,536.1 Acquisition of investments: Fixed maturities available for sale (15,682.0) (8,920.0) Equity securities (18.1) (59.2) Short-term investments (27.5) (6,330.1) Mortgages (105.5) (345.7) Decrease in policy loans 17.6 18.9 Purchases of property and equipment (0.9) 7.1 Other, net (7.9) 209.3 ---------- --------- Net cash used in investing activities (1,871.9) (492.6) ---------- --------- Cash Flows from Financing Activities Deposits and interest credited for investment contracts 666.3 967.6 Maturities and withdrawals from insurance and investment contracts (370.7) (526.5) Capital contribution 200.0 -- Transfers (to) from separate accounts (27.0) 44.2 ---------- --------- Net cash provided by financing activities 468.6 485.3 ---------- --------- Net decrease in cash and cash equivalents (50.2) (92.3) Cash and cash equivalents, beginning of period 65.4 82.0 ---------- --------- Cash and cash equivalents (cash overdrafts), end of period $ 15.2 $ (10.3) ========== =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 6 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION ING Life Insurance and Annuity Company ("ILIAC"), and its wholly-owned subsidiaries (collectively, the "Company") are providers of financial products and services in the United States. These condensed consolidated financial statements include ILIAC and its wholly-owned subsidiaries, ING Insurance Company of America ("IICA"), ING Financial Advisers, LLC, and, through February 28, 2002, Aetna Investment Adviser Holding Company, Inc. ("IA Holdco"). ILIAC is a wholly-owned subsidiary of Lion Connecticut Holdings, Inc. ("Lion Connecticut"). Lion Connecticut is ultimately owned by ING Groep N.V. ("ING"), a financial services company based in The Netherlands. On February 28, 2002, ILIAC contributed 100% of the stock of IA Holdco and its subsidiaries to Lion Connecticut Holdings, Inc. ("HOLDCO," former ILIAC parent company), resulting in a distribution totaling $60.1 million. As a result of this transaction, the Investment Management Services segment is no longer reflected as an operating segment of the Company. The condensed consolidated financial statements and notes as of June 30, 2003 and December 31, 2002 and for the three and six-month periods ended June 30, 2003 and 2002 ("interim periods") have been prepared in accordance with accounting principles generally accepted in the United States of America and are unaudited. The condensed consolidated 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 consolidated financial position, results of operations and cash flows for the interim periods. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and related notes as presented in the Company's 2002 Annual Report on Form 10-K. The results of operations for the interim periods should not be considered indicative of results to be expected for the full year. Certain reclassifications have been made to 2002 financial information to conform to the 2003 presentation. The Company conducts its business through one reporting segment, U.S. Financial Services ("USFS"), and revenue reported by the Company is predominantly derived from external customers. 2. RECENTLY ADOPTED ACCOUNTING STANDARDS ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS During 2002, the Company adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("FAS") No. 142, "Goodwill and Other Intangible Assets" ("FAS No. 142"). The adoption of this standard resulted in an impairment loss of $2,412.1 million which was recorded by the Company in the fourth quarter of 2002. This impairment loss represented the entire carrying amount of goodwill, net of accumulated amortization. This impairment charge was shown as a change in accounting principle on the December 31, 2002 Consolidated Income Statement. Effective January 1, 2002, the Company applied the 7 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 2. RECENTLY ADOPTED ACCOUNTING STANDARDS (continued) non-amortization provision of the new standard, therefore, the Company's net income is comparable for all periods presented. 3. NEW ACCOUNTING PRONOUNCEMENTS In July 2003, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 03-1, ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS, which the Company intends to adopt on January 1, 2004. The impact on the financial statements is not known at this time. 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: FAS 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. 8 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 4. DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED (continued) VOBA activity for the six months ended June 30, 2003 was as follows:
(Millions) Balance at December 31, 2002 $1,438.4 Adjustment for FAS No. 115 (8.6) Additions 25.0 Interest accrued at 7% 48.0 Amortization (91.4) ----------------------------------------------------------- Balance at June 30, 2003 $1,411.4 ===========================================================
5. INVESTMENTS IMPAIRMENTS During the three months ended June 30, 2003, the Company determined that fifty-three fixed maturities had other than temporary impairments. As a result, for the three months ended June 30, 2003, the Company recognized a pre-tax loss of $24.1 million to reduce the carrying value of the fixed maturities to their fair value of $124.0 million at the time of impairment. During the three months ended June 30, 2002, the Company determined that twelve fixed maturities had other than temporary impairments. As a result, for the three months ended June 30, 2002, the Company recognized a pre-tax loss of $32.1 million to reduce the carrying value of the fixed maturities to their fair value of $15.2 million. During the first six months of 2003, the Company determined that seventy-five fixed maturities had other than temporary impairments. As a result, for the six months ended June 30, 2003, the Company recognized a pre-tax loss of $66.2 million to reduce the carrying value of the fixed maturities to their fair value of $152.9 million at the time of impairment. During the first six months of 2002, the Company determined that seventeen fixed maturities had other than temporary impairments. As a result, for the six months ended June 30, 2002, the Company recognized a pre-tax loss of $35.3 million to reduce the carrying value of the fixed maturities to their fair value of $13.5 million. 6. SEVERANCE In December 2001, ING announced its intentions to further integrate and streamline the U.S.-based operations of ING Americas (a business division of ING which includes the Company) in order to build a more customer-focused organization. During the first quarter 2003, the Company performed a detailed analysis of its severance accrual. As part of this analysis, the Company corrected the initial planned number of people to eliminate from 580 to 515 (corrected from the 2002 Annual Report on Form 10-K) and extended the date of expected substantial completion for severance actions to June 30, 2003. 9 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 6. SEVERANCE (continued) Activity for the six months ended June 30, 2003 within the severance liability and positions eliminated related to such actions were as follows:
(Millions, except positions data) Liability Positions Balance at December 31, 2002 $ 9.2 75 Payments/terminations (4.6) (61) -------------------------------------------------------------- Balance at June 30, 2003 $ 4.6 14 ==============================================================
7. INCOME TAXES The Company's effective tax rates for the six months ended June 30, 2003 and 2002 were 32.0% and 33.7%, respectively. The effective tax rates for the three months ended June 30, 2003 and 2002 were 32.5% and 32.8%, respectively. The decreases in effective tax rates result primarily from an increase in the deduction allowed for dividends received. 8. COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS Through the normal course of investment operations, the Company commits to either purchase or sell securities, commercial mortgage loans or money market instruments at a specified future date and at a specified price or yield. The inability of counterparties to honor these commitments may result in either higher or lower replacement cost. Also, there is likely to be a change in the value of the securities underlying the commitments. At June 30, 2003 and December 31, 2002, the Company had off-balance sheet commitments to purchase investments equal to the fair value of $256.8 million and $236.7 million, respectively. LITIGATION 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. 9. SEGMENT INFORMATION The Company's realignment of Worksite Products and Individual Products operating segments into one reporting segment (USFS) is reflected in the restated summarized financial information for the period ended June 30, 2002 in the table below. Effective with the third quarter of 2002, items that were previously not allocated to USFS but reported in the Other segment are now allocated to USFS and reported in the restated financial information for the period ending June 30, 2002. 10 ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES (A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS, INC.) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 9. SEGMENT INFORMATION (continued) Summarized financial information for the Company's principal operations for the six months ended June 30, 2003 and 2002 was as follows:
Non-Operating Segments ----------------------- Investment Management (Millions) (Unaudited) USFS (1) Services (2) Other (3) Total 2003 Revenues from external customers $226.1 $ -- $ -- $226.1 Net investment income 474.2 -- -- 474.2 -------------------------------------------------------------------------- Total revenue excluding net realized capital gains (losses) $700.3 $ -- $ -- $700.3 ========================================================================== Operating earnings (4) $ 60.1 $ -- $ -- $ 60.1 Net realized capital gains, net of tax 27.6 -- -- 27.6 -------------------------------------------------------------------------- Net income $ 87.7 $ -- $ -- $ 87.7 ========================================================================== 2002 Revenues from external customers $271.4 $19.2 $(9.5) $281.1 Net investment income 499.1 0.2 0.1 499.4 -------------------------------------------------------------------------- Total revenue excluding net realized capital gains (losses) $770.5 $19.4 $(9.4) $780.5 ========================================================================== Operating earnings (4) $ 93.3 $ 4.7 $ -- $ 98.0 Net realized capital losses, net of tax (42.7) -- -- (42.7) -------------------------------------------------------------------------- Net income $ 50.6 $ 4.7 $ -- $ 55.3 ==========================================================================
(1) USFS includes deferred annuity contracts that fund defined contribution and deferred compensation plans, immediate annuity contracts; mutual funds; distribution services for annuities and mutual funds; programs offered to qualified plans and nonqualified deferred compensation plans that package administrative and record- keeping services along with a menu of investment options; wrapper agreements containing certain benefit responsive guarantees that are entered into with retirement plans, whose assets are not invested with the Company; investment advisory services and pension plan administrative services. USFS also includes deferred and immediate annuity contracts, both qualified and nonqualified, that are sold to individuals and provide variable or fixed investment options or a combination of both. (2) Investment Management Services include: investment advisory services to affiliated and unaffiliated institutional and retail clients; underwriting; distribution for Company mutual funds and a former affiliate's separate accounts; and trustee, administrative and other services to retirement plans. On February 28, 2002, IA Holdco and its subsidiaries, which comprised this segment, were distributed to HOLDCO. (3) Other includes consolidating adjustments between USFS and Investment Management Services. (4) Operating earnings is comprised of net income (loss) excluding net realized capital gains and losses. While operating earnings is the measure of profit or loss used by the Company's management when assessing performance or making operating decisions, it does not replace net income as a measure of profitability. 11 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 the ING Life Insurance and Annuity Company and its wholly-owned subsidiaries ("ILIAC", or the "Company") as of June 30, 2003 and December 31, 2002 and for the three and six-month periods ended June 30, 2003 and 2002. This review should be read in conjunction with the condensed consolidated 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 2002 Annual Report on Form 10-K. NATURE OF BUSINESS The Company offers qualified and nonqualified annuity contracts that include a variety of funding and payout options for individuals and employer sponsored retirement plans qualified under Internal Revenue Code Sections 401, 403 and 457, as well as nonqualified deferred compensation plans. Annuity contracts may be deferred or immediate (payout annuities). These products also include programs offered to qualified plans and nonqualified deferred compensation plans that package administrative and record-keeping services along with a variety of investment options, including affiliated and nonaffiliated mutual funds and variable and fixed investment options. In addition, the Company also offers wrapper agreements entered into with retirement plans which contain certain benefit responsive guarantees (i.e. liquidity guarantees of principal and previously accrued interest for benefits paid under the terms of the plan) with respect to portfolios of plan-owned assets not invested with the Company. The Company also offers investment advisory services and pension plan administrative services. RECENTLY ADOPTED ACCOUNTING STANDARDS ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS During 2002, the Company adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("FAS") No. 142, "Goodwill and Other Intangible Assets" ("FAS No.142"). The adoption of this standard resulted in an impairment loss of $2,412.1 million which was recorded by the Company in the fourth quarter of 2002. This impairment loss represented the entire carrying amount of goodwill, net of accumulated amortization. This impairment charge was shown as a change in accounting principle on the December 31, 2002 Consolidated Income Statement. Effective January 1, 2002, the Company applied the non-amortization provision of the new standard, therefore, the Company's net income is comparable for all periods presented. NEW ACCOUNTING PRONOUNCEMENTS In July 2003, the American Institute of Certified Public Accountants (AICPA) issued Statement of Position (SOP) 03-1, ACCOUNTING AND REPORTING BY INSURANCE ENTERPRISES FOR CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS AND FOR SEPARATE ACCOUNTS, which the Company intends to adopt on January 1, 2004. The impact on the consolidated financial statements is not known at this time. 12 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) CRITICAL ACCOUNTING POLICIES GENERAL The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the use of estimates and assumptions in certain circumstances. 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 affected in a materially adverse manner 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 consolidated financial statements. INVESTMENT IMPAIRMENT TESTING The Company reviews the general account investments for impairments by considering the length of 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. 13 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) CRITICAL ACCOUNTING POLICIES (continued) 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 Legal Initiatives section below). Some may be related 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 risks and uncertainties discussed in documents filed by the Company with the SEC. The Company disclaims any obligation to update forward-looking information. 14 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) RESULTS OF OPERATIONS USFS
Three months ended Six months ended June 30, June 30, ------------------ -------------------- (Millions) (Unaudited) 2003 2002 2003 2002 - ------------------------------------------------------------------------ Premiums $ 25.1 $ 33.7 $ 48.9 $ 60.9 Fee income 89.8 101.6 177.2 210.5 Net investment income 229.7 265.0 474.2 499.1 Net realized capital gains (losses) 39.0 (49.0) 42.5 (65.7) -------- -------- --------- --------- Total revenue 383.6 351.3 742.8 704.8 -------- -------- --------- --------- Interest credited and other benefits to contractholders 177.3 193.1 371.5 376.1 Underwriting, acquisition and insurance expenses: General expenses 105.9 92.0 207.6 204.2 Commissions 29.5 31.9 58.3 65.7 Policy acquisition costs deferred (40.1) (41.5) (79.6) (86.4) Amortization of deferred policy acquisition costs and value of business acquired (0.5) 36.5 56.0 69.0 -------- -------- --------- --------- Total benefits and expenses 272.1 312.0 613.8 628.6 -------- -------- --------- --------- Income from operations before income taxes 111.5 39.3 129.0 76.2 Income tax expense 36.2 12.9 41.3 25.6 -------- -------- --------- --------- Net income $ 75.3 $ 26.4 $ 87.7 $ 50.6 ======== ======== ========= ========= Deposits (not included in premiums above): Annuities--fixed options $ 411.8 $ 338.2 $ 838.7 $ 655.6 Annuities--variable options 904.3 1,082.4 1,959.8 2,439.6 -------- -------- --------- --------- Total deposits $1,316.1 $1,420.6 $ 2,798.5 $ 3,095.2 ======== ======== ========= ========= Assets under management: Annuities--fixed options (1) $15,613.0 $13,792.1 Annuities--variable options (2) 25,319.4 26,106.0 --------- --------- Subtotal--annuities 40,932.4 39,898.1 Plan sponsored and other 6,830.0 9,323.5 --------- --------- Total--assets under management 47,762.4 49,221.6 Assets under administration (3) 19,214.8 11,048.4 --------- --------- Total assets under management and administration $66,977.2 $60,270.0 ========= =========
(1) Excludes net unrealized capital gains of $1,016.1 million and $353.3 million at June 30, 2003 and 2002, respectively. (2) Includes $10,618.7 million at June 30, 2003 and $10,512.2 million at June 30, 2002 related to deposits into the Company's products and invested in unaffiliated mutual funds. (3) Represents assets for which the Company provides administrative services only. Premiums for the three and six month periods ended June 30, 2003 decreased by $8.6 million and $12.0 million, respectively, compared to the same periods in 2002, primarily due to a decrease in immediate annuities with life contingencies. 15 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) USFS (continued) Fee income for the three months ended June 30, 2003 decreased by $11.8 million compared to the same period in 2002. During the six month period ended June 30, 2003, fee income decreased by $33.3 million compared to same period in 2002. The decrease in fee income during the comparative periods was principally due to lower average variable assets under management. Substantially all of the fee income on variable assets is calculated based on assets under management, which decreased due to the continued decline in the equity markets, and customer transfers to fixed options. Net investment income during the three months ended June 30, 2003 decreased by $35.3 million compared to the same period in 2002. Net investment income for the six months ended June 30, 2003 compared to the six months ended June 30, 2002, decreased $24.9 million. The decrease in net investment income is primarily due to lower investment yields partially offset by an increase in average assets under management with fixed options. Net realized capital gains for the three and six month periods ended June 30, 2003 increased by $88.0 million and $108.2 million, respectively, compared to the same periods in 2002. The increase in net realized capital gains is a direct result of a decrease in the 10-year treasury rate between the comparative periods. A significant variable affecting realized gains and losses is the 10-year treasury yield. This rate decreased from 4.8% to 3.5% between June 30, 2002 and 2003. In a declining rate environment, the market value of fixed maturities held in the Company's portfolio increases assuming no credit deterioration. The increase 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 and six months ended June 30, 2003, compared to the same periods in 2002, decreased by $15.8 million and $4.6 million, respectively. A decrease in credited rates to contractholders partially offset by an increase in average assets under management with fixed options resulted in the overall decrease in interest credited and other benefits to contractholders. Underwriting, acquisition, and insurance expenses were higher by $12.9 million and $2.8 million for the three and six months ended June 30, 2003, respectively, as compared to the same periods in 2002. An increase in general expenses and a decrease policy acquisition costs deferred were offset by a decrease in commissions, which resulted in the increase in underwriting, acquisition, and insurance expenses. Policy acquisition costs deferred were primarily affected by the decrease in commissions. Commissions decreased during the period as a result of a decrease in new and renewal business (fee income and premiums) generated during the three and six months ended June 30, 2003 as compared to the same periods in 2002. Amortization of deferred policy acquisition costs and value of business acquired for the three and six month periods ended June 30, 2003, decreased by $37.0 million and $13.0 million, respectively, compared to the same periods in 2002. Decreased amortization during the three and six month periods ended June 30, 2003 was primarily due to improved stock market and fund performance. The positive market conditions resulted in negative amortization for the three months ended June 30, 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 16 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) USFS (continued) persistency, expenses, and asset growth. The decrease 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 increased by $48.9 million and $37.1 million for the three and six months ended June 30, 2003, as compared to the three and six months ended June 30, 2002. The increased earnings are the result of net realized gains, lower amortization of value of business acquired due to better market and fund performance during the quarter, and lower interest credited and other benefits to contractholders. The increase to net income was partially offset by a reduction in net investment income, fee income and an increase in underwriting, acquisition and insurance expenses. NON-OPERATING SEGMENT The non-operating segment of the Company relates to Investment Management Services, which is comprised of IA Holdco and its subsidiaries, which were distributed to HOLDCO on February 28, 2002 (refer to Note 1 of the Condensed Consolidated Notes to the Financial Statements). Investment Management Services' net income for the six months ended June 30, 2002 was $4.7 million. The 2002 results reflect operating results through February 28, 2002 only. FINANCIAL CONDITION INVESTMENTS FIXED MATURITIES At June 30, 2003 and December 31, 2002, the Company's carrying value of available for sale fixed maturities including securities pledged to creditors (hereinafter referred to as "total fixed maturities") represented 93% and 94% of the total general account invested assets, respectively. For the same periods, $13,478.2 million, or 75% of total fixed maturities including securities pledged to creditors, and $11,808.4 million, or 74% of total fixed maturities, respectively, supported experience-rated products. Total fixed maturities including securities pledged to creditors reflected net unrealized capital gains of $1,016.1 million and $725.9 million at June 30, 2003 and December 31, 2002, 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 and AA- at June 30, 2003 and December 31, 2002, respectively. 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. 17 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) INVESTMENTS (continued) The percentage of total fixed maturities by quality rating category is as follows:
June 30, 2003 December 31, 2002 - -------------------------------------------------------------------------------- AAA 52.2% 51.9% AA 4.5 5.0 A 19.7 20.2 BBB 19.5 19.2 BB 2.7 2.5 B and below 1.4 1.2 - -------------------------------------------------------------------------------- Total 100.0% 100.0% ================================================================================
The percentage of total fixed maturities by market sector is as follows:
June 30, 2003 December 31, 2002 - -------------------------------------------------------------------------------- U.S. Corporate 36.7% 40.7% Residential Mortgaged-backed 36.6 34.9 Foreign (1) 10.9 9.4 Commercial/Multifamily Mortgage-backed 8.6 8.7 Asset-backed 4.8 5.8 U.S. Treasuries/Agencies 2.4 0.5 - -------------------------------------------------------------------------------- Total 100.0% 100.0% ================================================================================
(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 FAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities." Management considers the length of 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 debt security will not be collected, an other than temporary impairment is considered to have occurred. In addition, the Company invests in structured securities that meet the criteria of Emerging Issues Task Force ("EITF") Issue No. 99-20 "Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets." Under EITF Issue No. 99-20, a determination of the required impairment is based on credit risk and the possibility of significant prepayment risk that restricts the Company's ability to recover the investment. An impairment is recognized if the fair value of the security is less than book value and there has been an adverse change in cash flow since the last remeasurement date. 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 is accounted for as a realized loss. 18 ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND FINANCIAL CONDITION (continued) 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 deposits on contracts, product charges, investment income, maturing investments, and capital contributions. Primary uses of liquidity are payments of commissions and operating expenses, interest and premium credits, investment purchases, as well as withdrawals and surrenders. The Company's liquidity position is managed by maintaining adequate levels of liquid assets, such as cash or cash equivalents and short-term investments. Additional sources of liquidity include a borrowing facility to meet short-term cash requirements. The Company maintains a reciprocal loan agreement with ING America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation and affiliate. Under this agreement, which became effective in June 2001 and expires in April 2011, the Company and ING AIH can borrow up to 3% of the Company's statutory admitted assets as of the preceding December 31 from one another. Management believes that its sources of liquidity are adequate to meet the Company's short-term cash obligations. 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. In the first six months of 2003, the Company received a capital contribution of $200.0 million from Lion Connecticut Holdings, Inc. LEGISLATIVE INITIATIVES The Jobs and Growth Tax Relief Reconciliation Act of 2003 which was enacted in the second quarter 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 Company's tax position and products cannot be predicted. 19 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. 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. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None. (b) Reports on form 8-K. None. 20 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 LIFE INSURANCE AND ANNUITY COMPANY (Registrant) August 12, 2003 By /s/ Cheryl L. Price - ------------------- ---------------------------------------- (Date) Cheryl L. Price Vice President and Chief Accounting Officer By /s/ David A. Wheat ---------------------------------------- David A. Wheat Senior Vice President and Chief Financial Officer
21 CERTIFICATION I, David A. Wheat, certify that: 1. I have reviewed this quarterly report on Form 10-Q of ING Life Insurance and Annuity Company; 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, 2003 By /s/ David A. Wheat - -------------------------------------------------- David A. Wheat Senior Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)
22 CERTIFICATION I, Keith Gubbay, certify that: 1. I have reviewed this quarterly report on Form 10-Q of ING Life Insurance and Annuity Company; 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, 2003 By /s/ Keith Gubbay - -------------------------------------------------- Keith Gubbay President (Duly Authorized Officer and Principal Executive Officer)
23 CERTIFICATION Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Life Insurance and Annuity Company (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, 2003 (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, 2003 By /s/ David A. Wheat - ---------------------------------------- ------------------------------------------------- (Date) David A. Wheat Senior Vice President and Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. 24 CERTIFICATION Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Life Insurance and Annuity Company (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, 2003 (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, 2003 By /s/ Keith Gubbay - ---------------------------------------- ------------------------------------------------- (Date) Keith Gubbay President
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document. 25 -----END PRIVACY-ENHANCED MESSAGE-----