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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 September 30, 2002
------------------
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, 333-60016
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ING LIFE INSURANCE AND ANNUITY COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Connecticut 71-0294708
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(State or other jurisdiction of (IRS employer identification no.)
incorporation or organization)
151 Farmington Avenue, Hartford, Connecticut 06156
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(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 /X/ 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 November 12, 2002, all of which were directly owned by ING Retirement
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).
1
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of ING Retirement Holdings, Inc.)
Form 10-Q for period ended September 30, 2002
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 13
Item 4. Controls and Procedures 19
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
ITEM 1. FINANCIAL STATEMENTS
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of ING Retirement Holdings, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Revenue:
Premiums $ 28.1 $ 22.2 $ 79.8 $ 83.1
Fee income 105.5 132.6 334.9 419.1
Net investment income 218.9 222.4 718.3 662.1
Net realized capital gains (losses) (2.7) 10.0 (68.4) 30.3
------------ ------------ ------------ ------------
Total revenue 349.8 387.2 1,064.6 1,194.6
Benefits and expenses:
Benefits:
Interest credited and other benefits to
policyholders 194.7 181.8 570.8 547.2
Underwriting, acquisition, and insurance expenses:
Operating expenses 90.2 91.5 276.5 286.6
Amortization:
Deferred policy acquisition costs and
value of business acquired 88.0 30.6 157.0 89.3
Goodwill -- 14.4 -- 43.3
------------ ------------ ------------ ------------
Total benefits and expenses 372.9 318.3 1,004.3 966.4
------------ ------------ ------------ ------------
Income (loss) before income taxes (23.1) 68.9 60.3 228.2
Income tax expense (benefit) (9.9) 27.1 18.2 94.4
------------ ------------ ------------ ------------
Net income (loss) $ (13.2) $ 41.8 $ 42.1 $ 133.8
============ ============ ============ ============
See Notes to Condensed Consolidated Financial Statements.
3
ITEM 1. FINANCIAL STATEMENTS (continued)
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of ING Retirement Holdings, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions)
SEPTEMBER 30, DECEMBER 31,
2002 2001
----------------- -------------
ASSETS (UNAUDITED)
- ------
Investments:
Fixed maturities, available for sale, at fair value
(amortized cost of $13,938.8 at 2002 and $13,249.2 at 2001) $ 14,507.7 $ 13,539.9
Equity securities, at fair value (cost of $94.5 at 2002 and
$52.2 at 2001) 95.9 50.3
Mortgage loans on real estate 427.9 241.3
Policy loans 303.9 329.0
Short-term investments 30.1 31.7
Other investments 56.6 18.2
Securities pledged to creditors (amortized cost of $866.5 at 2002
and $466.9 at 2001) 886.4 467.2
----------------- -------------
Total investments 16,308.5 14,677.6
Cash and cash equivalents 40.6 82.0
Short term investments under securities loan agreement 979.3 488.8
Accrued investment income 174.0 160.9
Reciprocal loan with affiliate 271.0 191.1
Reinsurance recoverable 2,982.9 2,990.7
Deferred policy acquisition costs 191.7 121.3
Value of business acquired 1,481.3 1,601.8
Goodwill (net of accumulated amortization of $61.8 in 2002
and 2001) 2,412.1 2,412.1
Other assets 375.0 215.8
Separate accounts assets 27,498.0 32,663.1
----------------- -------------
Total assets $ 52,714.4 $ 55,605.2
================ ===============
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Future policy benefits and claims reserves $ 3,480.8 3,996.8
Unearned premiums 24.5 28.8
Other policyholder funds 14,022.6 12,135.8
----------------- -------------
Total insurance reserves liability 17,527.9 16,161.4
Payables under securities loan agreement 979.3 488.8
Current income taxes 87.7 59.2
Deferred income taxes 169.6 153.7
Other liabilities 1,953.9 1,624.7
Separate accounts liabilities 27,498.0 32,663.1
----------------- -------------
Total liabilities 48,216.4 51,150.9
Shareholder's equity:
Common stock 2.8 2.8
Additional paid-in capital 4,265.1 4,292.4
Accumulated other comprehensive income 108.3 46.6
Retained earnings 121.8 112.5
----------------- -------------
Total shareholder's equity 4,498.0 4,454.3
----------------- -------------
Total liabilities and shareholder's equity $ 52,714.4 $ 55,605.2
================ ===============
See Notes to Condensed Consolidated Financial Statements.
4
ITEM 1. FINANCIAL STATEMENTS (continued)
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of ING Retirement Holdings, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
(Millions)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- ------------------------------
2002 2001 2002 2001
------------ ------------ ------------ ------------
Shareholder's equity, beginning of period $ 4,461.7 $ 4,433.3 $ 4,454.3 $ 4,344.6
Comprehensive income
Net income (loss) (13.2) 41.8 42.1 133.8
Other comprehensive income net of tax:
Unrealized gain (loss) on securities
($94.7 and $64.8, pretax year to date) 49.5 45.4 61.7 42.1
------------ ------------ ------------ ------------
Total comprehensive income 36.3 87.2 103.8 175.9
Distribution of IA Holdco -- -- (60.1) --
------------ ------------ ------------ ------------
Shareholder's equity, end of period $ 4,498.0 $ 4,520.5 $ 4,498.0 $ 4,520.5
============ ============ ============ ============
See Notes to Condensed Consolidated Financial Statements.
5
ITEM 1. FINANCIAL STATEMENTS (continued)
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of ING Retirement Holdings, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Millions)
NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
2002 2001
------------------ ------------------
Net cash used for operating activities $ (43.8) $ (42.8)
Cash Flows from Investing Activities:
Proceeds from the sale of:
Fixed maturities available for sale 10,809.5 8,167.9
Equity securities 9.2 4.3
Mortgages 245.5 3.8
Investment maturities and collections of:
Fixed maturities available for sale 1,144.5 824.8
Short-term investments 6,536.1 3,695.1
Acquisition of investments:
Fixed maturities available for sale (12,630.8) (10,046.6)
Equity securities (59.2) (28.7)
Short-term investments (6,352.5) (3,602.8)
Mortgages (434.0) (192.2)
Increase (decrease) in policy loans 25.2 --
Increase (decrease) in property and equipment 11.4 (33.0)
Other, net (42.9) (1.8)
------------------ ------------------
Net cash used for investing activities (738.0) (1,209.2)
Cash Flows from Financing Activities:
Deposits and interest credited for investment contracts 1,451.4 1,464.2
Maturities and withdrawals from insurance contracts (789.7) (852.7)
Transfers from (to) separate accounts 78.7 (115.6)
------------------ ------------------
Net cash provided by financing activities 740.4 495.9
------------------ ------------------
Net increase (decrease) in cash and cash equivalents (41.4) (756.1)
Cash and cash equivalents, beginning of period 82.0 796.3
------------------ ------------------
Cash and cash equivalents, end of period $ 40.6 $ 40.2
================== ==================
See Notes to Condensed Consolidated Financial Statements.
6
ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
ING Life Insurance and Annuity Company ("ILIAC"), formerly known as Aetna
Life Insurance and Annuity Company ("ALIAC") and its wholly-owned
subsidiaries (collectively, the "Company") are providers of financial
products and services in the United States. These condensed interim
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
ING Retirement Holdings, Inc. ("HOLDCO"), which is a wholly-owned
subsidiary of ING Retirement Services, Inc. ("IRSI"). IRSI is ultimately
owned by ING Groep N.V. ("ING"), a financial services company based in The
Netherlands.
On February 28, 2002, ILIAC distributed 100% of the stock of IA Holdco to
HOLDCO, 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.
These condensed consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in the United
States of America and are unaudited. These condensed consolidated interim
financial statements necessarily rely on estimates, including assumptions
as to annualized tax rates. In the opinion of management, all adjustments
necessary for a fair statement of results for the interim periods have been
made. All such adjustments are of a normal, recurring nature. Certain
reclassifications have been made to 2001 financial information to conform
to the 2002 presentation.
The accompanying condensed consolidated financial statements should be read
in conjunction with the consolidated financial statements and related notes
as presented in the Company's 2001 Annual Report on Form 10-K. Certain
financial information that is normally included in annual financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America, but that is not required for
interim reporting purposes, has been condensed or omitted.
Operating results for the nine month period ended September 30, 2002, are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2002.
In the fourth quarter of 2001, ING announced its decision to pursue a move
to a fully integrated U.S. structure that would separate manufacturing from
distribution in its retail and worksite operations to support a more
customer-focused business strategy. As a result of the integration, the
Company's Worksite Products and Individual Products operating segments were
realigned into one reporting segment, U.S. Financial Services ("USFS").
USFS 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).
7
ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
1. BASIS OF PRESENTATION (continued)
These products also include programs offered to qualified plans and
nonqualified deferred compensation plans that package administrative and
record-keeping services along with a menu of investment options, including
affiliated and nonaffiliated mutual funds and variable and fixed investment
options. In addition, USFS 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. USFS also offers
investment advisory services and pension plan administrative services.
2. NEW ACCOUNTING STANDARDS
ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Accounting
for Goodwill and Other Intangible Assets, effective for fiscal years
beginning after December 15, 2001. Under the new statement, goodwill and
intangible assets deemed to have indefinite lives will no longer be
amortized but will be subject to annual impairment tests in accordance with
the new statement. Other intangible assets will continue to be amortized
over their estimated useful lives.
The Company adopted the new statement effective January 1, 2002.
Application of the nonamortization provisions of the new statement resulted
in an increase in net income of $15.5 million and $46.5 million for the
three months and nine months ended September 30, 2002, respectively. The
Company performed the first of the required impairment tests for goodwill
as of January 1, 2002. The results indicate an impairment of goodwill
exists. The required steps for measuring the amount of the impairment will
be completed and the resulting impairment loss will be recorded as a change
in accounting principle prior to December 31, 2002. The impairment loss
recorded will be the difference between the carrying amount and the
estimated fair value of goodwill.
Had the Company been accounting for its goodwill under SFAS 142 for all
periods presented, the Company's net income for the three months and nine
months ended September 30, 2001 would have been as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
(MILLIONS) SEPTEMBER 30, 2001 SEPTEMBER 30, 2001
------------------------------------------------------------------------------------------
Reported net income $ 41.8 $ 133.8
Add back goodwill amortization 14.4 43.3
------------------------------------------------------------------------------------------
Adjusted net income $ 56.2 $ 177.1
==========================================================================================
8
ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
3. 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: Statement of Financial Accounting Standards No. 60,
"Accounting and Reporting by Insurance Enterprises" ("SFAS 60") and
Statement of Financial Accounting Standards No. 97, "Accounting by
Insurance Companies for Certain Long-Duration Contracts & Realized Gains &
Losses on Investment Sales" ("SFAS 97").
Under SFAS 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 SFAS 97, acquisition costs for investment-type products, which
include universal life policies and fixed and variable deferred
annuities, are amortized over the lives of the policies (up to 30
years) in relation to the emergence of estimated gross profits from
surrender charges; investment, mortality net of reinsurance ceded and
expense margins; and actual realized gain (loss) on investments.
Amortization is adjusted retrospectively when estimates of current or
future gross profits to be realized from a group of products are
revised.
Each period, company management reviews the assumptions affecting the
amortization calculation related to the DAC and VOBA assets. During the
third quarter of 2002, the Company revised certain of its future
assumptions to reflect the recent equity market and interest rate
environment. The effect of these changes in assumptions during the third
quarter was a reduction in DAC and VOBA assets of $29.5 million and
additional pretax DAC and VOBA amortization of the same amount for the
three months ended September 30, 2002.
4. INVESTMENTS
IMPAIRMENTS
During the first nine months of 2002, the Company determined that
fifty-eight fixed maturities had other than temporary impairments. As a
result, for the nine months ended September 30, 2002, the Company
recognized a pre-tax loss of $89.6 million to reduce the carrying value of
the fixed maturities to their fair value of $132.6 million. During the
first nine months of 2001, the Company determined that one fixed maturity
had other than temporary impairments. As a result, at September 30, 2001,
the Company recognized a total pre-tax loss of $0.6 million to reduce the
carrying value of the fixed maturity to its fair value of $0.4 million.
9
ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
5. 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. In connection with these actions, the Company recorded a
charge of $29.2 million pretax. The severance portion of this charge ($28.4
million pretax) is based on a plan to eliminate 580 positions (primarily
operations, information technology and other administrative/staff support
personnel). Severance actions are expected to be substantially complete by
March 31, 2003. The facilities portion ($.8 million pretax) of the charge
represents the amount to be incurred by the Company to terminate a
contractual lease obligation.
Activity for the nine months ended September 30, 2002 within the severance
liability and positions eliminated related to such actions were as follows:
(MILLIONS) SEVERANCE LIABILITY POSITIONS
------------------------------------------------------------------------------------------
Balance at December 31, 2001 $ 28.4 580
Actions taken (16.2) (395)
------------------------------------------------------------------------------------------
Balance at September 30, 2002 $ 12.2 185
==========================================================================================
6. INCOME TAXES
The Company's effective tax rates for the nine months ended September 30,
2002 and September 30, 2001 were 30% and 41%, respectively. The Company's
effective tax rates for the three months ended September 30, 2002 and
September 30, 2001 were 43% and 39%, respectively. Relative to the amount
of pretax income in all periods, an increase in the deduction for dividends
received and the disallowance of goodwill amortization as a deduction
principally contributed to the change in the effective tax rates.
10
ITEM 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
7. 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 September
30, 2001 in the table below and on the following page (refer to Note 1).
Effective with the third quarter of 2002, items that were previously not
allocated back to USFS but reported in Other are now allocated to USFS and
reported in the restated financial information for the period ending
September 30, 2001.
Summarized financial information for the Company's principal operations for
the three months ended September 30, 2002 and 2001 was as follows:
NON-OPERATING SEGMENTS
------------------------------
INVESTMENT
MANAGEMENT
(MILLIONS) (UNAUDITED) USFS (1) SERVICES (2) OTHER (3) TOTAL
----------------------------------------------------------------------------------------------------------
2002
----
Revenues from external customers $ 133.6 $ -- $ -- $ 133.6
Net investment income 218.9 -- -- 218.9
----------------------------------------------------------------------------------------------------------
Total revenue excluding net realized
capital gains (losses) $ 352.5 $ -- $ -- $ 352.5
==========================================================================================================
Operating earnings (losses) (4) $ (11.4) $ -- $ -- $ (11.4)
Net realized capital losses, net of tax (1.8) -- -- (1.8)
----------------------------------------------------------------------------------------------------------
Net income (loss) $ (13.2) $ -- $ -- $ (13.2)
==========================================================================================================
2001
----
Revenues from external customers $ 134.6 $ 28.0 $ (7.8) $ 154.8
Net investment income 222.0 0.4 -- 222.4
----------------------------------------------------------------------------------------------------------
Total revenue excluding net realized
capital gains (losses) $ 356.6 $ 28.4 $ (7.8) $ 377.2
==========================================================================================================
Operating earnings (4) $ 29.2 $ 6.2 $ -- $ 35.4
Net realized capital gains, net of tax 6.4 -- -- 6.4
----------------------------------------------------------------------------------------------------------
Net income $ 35.6 $ 6.2 $ -- $ 41.8
==========================================================================================================
(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 (refer to Note 1).
(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 1. FINANCIAL STATEMENTS (continued)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)
7. SEGMENT INFORMATION (continued)
Summarized financial information for the Company's principal operations for
the nine months ended September 30, 2002 and 2001 was as follows:
NON-OPERATING SEGMENTS
------------------------------
INVESTMENT
MANAGEMENT
(MILLIONS) (UNAUDITED) USFS (1) SERVICES (2) OTHER (3) TOTAL
----------------------------------------------------------------------------------------------------------
2002
----
Revenues from external customers $ 405.0 $ 19.2 $ (9.5) $ 414.7
Net investment income 718.1 0.2 -- 718.3
----------------------------------------------------------------------------------------------------------
Total revenue excluding net realized
capital gains (losses) $1,123.1 $ 19.4 $ (9.5) $1,133.0
==========================================================================================================
Operating earnings (4) $ 81.9 $ 4.7 $ -- $ 86.6
Net realized capital losses, net of tax (44.5) -- -- (44.5)
----------------------------------------------------------------------------------------------------------
Net income $ 37.4 $ 4.7 $ -- $ 42.1
==========================================================================================================
2001
----
Revenues from external customers $ 439.7 $ 90.2 $ (27.7) $ 502.2
Net investment income 659.6 1.3 1.2 662.1
----------------------------------------------------------------------------------------------------------
Total revenue excluding net realized
capital gains(losses) $1,099.3 $ 91.5 $(26.5) $1,164.3
==========================================================================================================
Operating earnings (4) $ 92.9 $ 21.2 $ -- $ 114.1
Net realized capital gains, net of tax 19.6 0.1 -- 19.7
----------------------------------------------------------------------------------------------------------
Net income $ 112.5 $ 21.3 $ -- $ 133.8
==========================================================================================================
(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 (refer to Note 1).
(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.
12
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The following narrative analysis of the results of operations and financial
condition presents a review of the Company for the three month and nine month
periods ended September 30, 2002 and 2001. This review should be read in
conjunction with the consolidated financial statements and other data presented
herein, as well as the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section contained in the Company's 2001
Annual Report on Form 10-K.
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 (the "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. 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.
OVERVIEW
RECENT ACCOUNTING DEVELOPMENTS
In June 2001, the FASB issued SFAS No. 142, Accounting for Goodwill and Other
Intangible Assets, effective for fiscal years beginning after December 15, 2001.
Under the new statement, goodwill and intangible assets deemed to have
indefinite lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the new statement. Other intangible assets
will continue to be amortized over their estimated useful lives (refer to Note 2
of Notes to Condensed Consolidated Financial Statements).
13
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
OVERVIEW (continued)
NATURE OF BUSINESS
The Company's USFS segment 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.
CRITICAL ACCOUNTING POLICIES
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 that affect amounts reported in the
accompanying condensed consolidated 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 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. Item 7 of the Company's
Annual Report on Form 10-K discusses critical accounting policies, which are
most sensitive to estimates and judgments and involve a higher degree of
judgment and complexity.
14
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
RESULTS OF OPERATIONS
USFS
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
- -------------------------------------------------------------------------------------------------------------------------------
(MILLIONS) (UNAUDITED) 2002 2001 2002 2001
- -------------------------------------------------------------------------------------------------------------------------------
Premiums (1) $ 28.1 $ 22.2 $ 79.8 $ 83.1
Fee income 105.5 112.4 325.2 356.6
Net investment income 218.9 222.0 718.1 659.6
Net realized capital gains (losses) (2.7) 9.9 (68.4) 30.2
- -------------------------------------------------------------------------------------------------------------------------------
Total revenue 349.8 366.5 1,054.7 1,129.5
- -------------------------------------------------------------------------------------------------------------------------------
Interest credited and other benefits to policyholders 194.7 181.8 570.8 547.2
Operating expenses 90.4 80.5 274.0 254.9
Amortization of goodwill -- 14.4 -- 43.3
Amortization of deferred policy acquisition costs
and value of business acquired 88.0 30.6 157.0 89.3
- -------------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses 373.1 307.3 1,001.8 934.7
- -------------------------------------------------------------------------------------------------------------------------------
Income from operations before income taxes (23.3) 59.2 52.9 194.8
- -------------------------------------------------------------------------------------------------------------------------------
Income tax expense (benefit) (10.1) 23.6 15.5 82.3
- -------------------------------------------------------------------------------------------------------------------------------
Net income (loss) $ (13.2) $ 35.6 $ 37.4 $ 112.5
===============================================================================================================================
Net realized capital gains (losses), net of tax (included
above) $ (1.8) $ 6.4 $ (44.5) $ 19.6
===============================================================================================================================
Deposits (not included in premiums above)
Annuities -- fixed options $ 186.6 $ 348.2 $ 842.2 $ 1,145.9
Annuities -- variable options 948.8 935.2 3,388.4 3,201.1
- -------------------------------------------------------------------------------------------------------------------------------
Total -- deposits $ 1,135.4 $ 1,283.4 $ 4,230.6 $ 4,347.0
===============================================================================================================================
Assets under management
Annuities -- fixed options (2) $ 14,514.7 $ 13,173.3
Annuities -- variable options (3) 22,611.3 26,365.3
- -------------------------------------------------------------------------------------------------------------------------------
Subtotal -- annuities 37,126.0 39,538.6
Plan Sponsored and Other 7,911.6 8,854.8
- -------------------------------------------------------------------------------------------------------------------------------
Total -- assets under management 45,037.6 48,393.4
Assets under administration (4) 12,631.5 9,299.0
- -------------------------------------------------------------------------------------------------------------------------------
Total assets under management and administration $ 57,669.1 $ 57,692.4
===============================================================================================================================
(1) Includes $19.1 million and $15.1 million for the three months ended
September 30, 2002 and 2001, respectively, and $58.7 million and $61.1
million for the nine months ended September 30, 2002 and 2001,
respectively, of annuity premiums on contracts converting from the
accumulation phase to payout options with life contingencies.
(2) Excludes net unrealized capital gains of $588.8 million and $423.0 million
at September 30, 2002 and 2001, respectively.
(3) Includes $8,899.5 million at September 30, 2002 and $10,030.8 million at
September 30, 2001 related to deposits into the Company's products and
invested in unaffiliated mutual funds.
(4) Represents assets for which the Company provides administrative services
only.
The decrease in earnings, excluding goodwill amortization and net realized
capital gains and losses, of $55.0 million and $54.3 million for the three and
nine months ended September 30, 2002, respectively, is primarily the result of
an increase in amortization of deferred policy acquisition costs and value of
business acquired, a decrease in fee income, and an increase in operating
expenses. The decrease for the three months ended September 30, 2002 also
reflects a decrease in investment income. The decrease for the nine months ended
September 30, 2002 is partially offset by an increase in investment income.
15
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
RESULTS OF OPERATIONS (continued)
Substantially all of the fee income on variable assets is calculated based on
assets under management and administration. Fee income decreased $6.9 million
and $31.4 million for the three and nine months ended September 30, 2002,
respectively, compared to the same periods in 2001, primarily due to the
decrease in average variable assets. Average variable assets for the three
months and nine months ended September 30, 2002 decreased compared to the same
periods in 2001 primarily due to the decline in the equity markets and customer
transfers to fixed options, partially offset by business growth.
Net investment income decreased $3.1 million for the three months ended
September 30, 2002 compared to the same period in 2001 primarily due to lower
investment yields and a change in estimated future cashflows for certain
mortgage-backed securities, partially offset by higher assets under management
related to annuities with fixed options. Net investment income for the nine
months ended September 30, 2002 increased by $58.5 million compared to the same
period in 2001 primarily due to higher assets under management related to
annuities with fixed options, partially offset by lower investments yields and
a change in estimated cashflows for certain mortgage-backed securities. This $
58.5 million increase in investment income is also partially offset by an
increase in interest credited and other benefits to policyholders. Interest
credited and other benefits to policyholders increased by $23.6 million for the
nine months ended September 30, 2002 compared to the same period in 2001
primarily due to higher assets under management. Assets under management
related to annuities with fixed options as of September 30, 2002 increased
compared to the same period in 2001 primarily due to customer transfers from
variable options to fixed options and business growth.
Net realized capital losses of $68.4 million (pretax) for the nine months
ended September 30, 2002 are primarily due to impairments of certain fixed
maturities (refer to Note 4 of Notes to Condensed Consolidated Notes Financial
Statements).
Operating expenses increased $9.9 million and $19.1 million for the three and
nine months ended September 30, 2002, respectively, compared to the same periods
in 2001, primarily due to higher allocations of corporate and service charges
from the Company's parent and other affiliates who provide services to the
Company.
Amortization of deferred policy acquisition costs and value of business
acquired increased $57.4 million and $67.7 million for the three and nine
months ended September 30, 2002, respectively. Amortization is reflected in
proportion to actual and estimated future gross profits. Estimated future gross
profits are computed based on underlying assumptions related to the underlying
contracts, including but not limited to margins, lapse, persistency, expenses,
and asset growth. Due to the significant decline in the equity markets during
the three and nine months ended September 30, 2002, the assumed amount of
assets under management and related future asset-based fee revenues was revised
to reflect lower current asset levels, as of September 30, 2002, which resulted
in a reduction of the estimated future gross profits. Additionally, during the
third quarter of 2002, the Company revised certain of its future assumptions
affecting the amortization of the DAC and VOBA assets to reflect the recent
equity market and interest rate environment. The effect of these changes in
assumptions was additional pretax DAC and VOBA amortization for the three and
nine months ended September 30, 2002 (refer to Note 3 of Notes to Condensed
Consolidated Financial Statements). The reduction in estimated future
gross profits, due to the decline in equity markets, and the aforementioned
change in assumptions are the primary reasons for the increase in amortization
for the three and nine months ended September 30, 2002.
16
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
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 nine months ended September
30, 2002 was $4.7 million compared to $21.3 million for the same period in 2001.
The 2002 results reflect operating results through February 28, 2002 only.
FINANCIAL CONDITION
INVESTMENTS
FIXED MATURITIES
At September 30, 2002 and December 31, 2001, the Company's carrying value of
available for sale fixed maturities including fixed maturities pledged to
creditors (hereinafter referred to as "total fixed maturities") represented 94%
and 95% of the total general account invested assets, respectively. For the same
periods, $11.2 billion, or 73% of total fixed maturities, and $11.4 billion, or
81% of total fixed maturities, respectively, supported experience-rated
products. Total fixed maturities reflected net unrealized capital gains of
$588.8 million and $291.0 million at September 30, 2002 and December 31, 2001,
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 September 30, 2002 and December 31, 2001.
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.
The percentage of total fixed maturities by quality rating category is as
follows:
SEPTEMBER 30, 2002 DECEMBER 31, 2001
- -----------------------------------------------------------------------------
AAA 56.1% 54.0%
AA 5.7 6.6
A 19.1 18.0
BBB 15.2 16.1
BB 2.5 2.8
B and Below 1.4 2.5
- -----------------------------------------------------------------------------
Total 100.0% 100.0%
=============================================================================
17
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
The percentage of total fixed maturities by market sector is as follows:
SEPTEMBER 30, 2002 DECEMBER 31, 2001
- ------------------------------------------------------------------------------------
U.S. Corporate 43.9% 41.5%
Residential Mortgage-backed 36.4 32.7
Commercial/Multifamily Mortgage-backed 9.0 9.5
Foreign (1) 2.8 8.5
U.S. Treasuries/Agencies 2.4 2.0
Asset-backed 5.5 5.8
- ------------------------------------------------------------------------------------
Total 100.0% 100.0%
====================================================================================
(1) Primarily U.S. dollar denominated
Below investment grade securities have different characteristics than investment
grade corporate debt securities. Risk of loss upon default by the borrower is
greater with respect to below investment grade securities than with other
corporate debt securities. Below investment grade securities are generally
unsecured and are often subordinated to other creditors of the issuer. Also,
issuers of below investment grade securities usually have higher levels of debt
and are more sensitive to adverse economic conditions, such as recession or
increasing interest rates, than are investment grade issuers. The Company
attempts to manage the overall risk in the below investment grade portfolio, as
in all investments, through careful credit analysis, strict adherence to
investment policy guidelines, and diversification by issuer and/or guarantor and
by industry.
The Company analyzes the investment portfolio, including below investment grade
securities, at least quarterly in order to determine if the Company's ability to
realize the carrying value on any investment has been impaired. For debt and
equity securities, if impairment in value is determined to be other than
temporary (i.e., if it is probable the Company will be unable to collect all
amounts due according to the contractual terms of the security), the cost basis
of the impaired security is written down to fair value, which becomes the new
cost basis. The amount of the write-down is included in earnings as a realized
loss. Future events may occur, or additional or updated information may be
received, which may necessitate future write-downs of securities in the
Company's portfolio.
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 annuity premiums and product
charges, investment income, maturing investments, proceeds from debt issuance,
and capital contributions. Primary uses of these funds are payments of
commissions and operating expenses, interest and premium credits, investment
purchases, repayment of debt, 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
18
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION (continued)
LIQUIDITY AND CAPITAL RESOURCES (continued)
reciprocal loan agreement with ING America Insurance Holdings, Inc., 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 which cannot be funded from operating
sources.
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.
ITEM 4. CONTROLS AND PROCEDURES
a) Within the 90-day period prior to the filing of this report, 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 design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-14 of
the Securities Exchange Act of 1934). 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 have not been any significant changes in the internal controls of the
Company or other factors that could significantly affect these internal
controls subsequent to the date the Company carried out its evaluation.
19
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In recent years, a number of life insurance companies have been named as
defendants in class action lawsuits relating to life insurance sales practices.
The Company is currently a defendant in one such lawsuit.
A purported class action complaint was filed against the Company in the United
States District Court for the Middle District of Florida on September 30, 2000,
REESE, ET AL. VS. AETNA LIFE INSURANCE AND ANNUITY COMPANY (the "Reese
Complaint"). The Reese Complaint seeks compensatory and punitive damages and
injunctive relief from the Company. The Reese Complaint claims that the Company
engaged in unlawful sales practices in marketing life insurance policies.
Discovery currently is underway. The Company intends to defend the action
vigorously.
The Company is also involved in other lawsuits arising, for the most part, in
the ordinary course of its business operations. In some cases the suing party
may seek to represent a class of persons with similar claims, and may assert
claims for substantial compensatory and punitive damages. While the outcome of
these other lawsuits cannot be determined at this time, after consideration of
the defenses available to the Company, applicable insurance coverage and any
related reserves established, these other lawsuits are not currently expected to
result in liability for amounts material to the financial condition of the
Company.
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)
November 12, 2002 By /s/ Chris Duane Schreier
- ------------------ ------------------------------------
(Date) Chris Duane Schreier
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
By /s/ Cheryl Price
------------------------------------
Cheryl Price
Chief Accounting Officer
(Principal Accounting Officer)
21
CERTIFICATION
I, Chris Duane Schreier, 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 quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusion about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies, defenses
and material weaknesses.
Date: November 12, 2002
-----------------
By /s/ Chris Duane Schreier
------------------------------
Chris Duane Schreier
Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
22
CERTIFICATION
I, Thomas J. McInerney, 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 quarterly 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 quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusion about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies, defenses
and material weaknesses.
Date: November 12, 2002
-----------------
By /s/ Thomas J. McInerney
------------------------------
Thomas J. McInerney
President
(Duly Authorized Officer and Principal Executive Officer)
23
CERTIFICATION
Pursuant to 18 U.S.C. Section1350, 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 September 30, 2002 (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.
November 12, 2002 By /s/ Chris Duane Schreier
- ------------------ -------------------------------
(Date) Chris Duane Schreier
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section1350 and is not being filed as parT of the Report or as a separate
disclosure document.
24
CERTIFICATION
Pursuant to 18 U.S.C. Section1350, 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 September 30, 2002 (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.
November 12, 2002 By /s/ Thomas J. McInerney
- ------------------ -------------------------------
(Date) Thomas J. McInerney
President
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section1350 and is not being filed as parT of the Report or as a separate
disclosure document.
25