ING INSURANCE CO OF AMERICA - 10-K Annual Report

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

Form 10-K

Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003 Commission file number: 333-49581, 033-63657
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ING Insurance Company of America
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(Exact name of registrant as specified in its charter)

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

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

Registrant's telephone number, including area code (813) 281-3773
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Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of Act: None
Securities registered pursuant to Section 12(g) of Act: None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes /X/ No / /

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this form 10-K or any amendment to this
Form 10-K.

Yes /X/ No / /

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

Yes / / No /X/

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

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

ING INSURANCE COMPANY OF AMERICA
(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)
Annual Report on Form 10-K
For the Year Ended December 31, 2003

TABLE OF CONTENTS

* Item omitted pursuant to General Instruction I(2) of Form 10-K, except as
to Part III, Item 10 with respect to compliance with Sections 406 and 407
of the Sarbanes-Oxley Act of 2002
** Item prepared in accordance with General Instruction I(2) of Form 10-K

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PART I

ITEM 1. BUSINESS

ORGANIZATION OF BUSINESS

ING Insurance Company of America ("IICA," or the "Company"), is a stock life
insurance company organized in 1990 under the insurance laws of Connecticut.
Effective January 5, 2000, the Company's state of domicile changed from
Connecticut to Florida. The Company is a wholly-owned subsidiary of ING Life
Insurance and Annuity Company ("ILIAC"). ILIAC was a wholly-owned subsidiary of
ING Retirement Holdings, Inc. ("HOLDCO"), which was a wholly-owned subsidiary of
ING Retirement Services, Inc. ("IRSI") until March 30, 2003. IRSI was a
wholly-owned subsidiary of Lion Connecticut Holdings Inc. ("Lion") until March
30, 2003, which in turn was ultimately owned by ING Groep N.V. ("ING"), a
financial services company based in The Netherlands. On March 30, 2003, a series
of mergers occurred in the following order: IRSI merged into Lion, HOLDCO merged
into Lion. As a result, ILIAC is now a direct wholly-owned subsidiary of Lion.

On December 13, 2000, ING America Insurance Holdings, Inc., an indirect
wholly-owned subsidiary of ING, acquired Aetna Inc., comprised of the Aetna
Financial Services business, of which the Company is a part, and Aetna
International businesses, for approximately $7,700.0 million. The purchase price
was comprised of approximately $5,000.0 million in cash and the assumption of
$2,700.0 million of outstanding debt and other net liabilities. In connection
with the acquisition, Aetna Inc. was renamed Lion.

PRODUCTS AND SERVICES

Management has determined that under Statement of Financial Accounting Standards
No. 131, DISCLOSURE ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION, the
Company has one operating segment, ING U.S. Financial Services ("USFS").

The Company principally offers annuity contracts to individuals on a qualified
and non-qualified basis and to employer-sponsored retirement plans qualified
under Internal Revenue Code Sections 401, 403 and 408. These contracts may be
deferred or immediate ("payout annuities").

INVESTMENT OPTIONS

The Company's products provide customers with variable and/or fixed investment
options. Variable options generally provide for full assumption by the customer
of investment risks. Assets supporting variable options are held in separate
accounts that invest in mutual funds advised and/or distributed by the Company
or its affiliates or advised and/or distributed by non-affiliates. Variable
separate account investment income and realized capital gains and losses are not
reflected in the Company's statements of income.

Fixed options are either "fully guaranteed" or "experience-rated". Fully
guaranteed fixed options provide guarantees on investment return, maturity
values, and if applicable, benefit payments. Other fixed options are "experience
rated" and require the customer to assume investment (including realized capital
gains and losses on the sale of invested assets) and other risks subject to,
among other things, principal and interest guarantees. The Company will not be
issuing these other fixed options in 2002 and beyond.

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FEES AND MARGINS

Insurance charges or other fees earned by the Company vary by product and
depend, among other factors, on the funding option selected by the customer
under the product. For annuity products where assets are allocated to variable
funding options, the Company may charge the separate account asset-based
insurance and expense fees. In addition, when a customer selects an affiliated
mutual fund as a variable funding option, the Company may receive compensation
from the fund's adviser, administrator or other affiliated entity for the
performance of certain shareholder services. The Company may also receive
administrative service, distribution (12b-1), and/or service plan fees, in
addition to compensation from the fund's adviser, administrator or other
affiliated entity for the performance of certain shareholder services. For fixed
funding options, the Company earns a margin, which is based on the difference
between income earned on the investments supporting the liability and interest
credited to customers. The Company may also receive other fees or charges
depending on the nature of the products.

ASSETS UNDER MANAGEMENT AND ADMINISTRATION

A substantial portion of fees or other charges and margins is based on assets
under management. Assets under management are principally affected by net
deposits (i.e. deposits, including new contracts, less surrenders), investment
performance (e.g. interest credited to customer accounts for fixed options or
market performance for variable options) and customer retention. Assets under
management, excluding net unrealized capital gains and losses related to market
value adjustments required under Statement of Financial Accounting Standards
("FAS") No. 115, were $723.3 million, $689.1 million and $897.4 million at
December 31, 2003, 2002 and 2001, respectively. Assets under management are
available for policyholder withdrawal and are subject to fair value adjustments
and/or deferred surrender charges.

To encourage customer retention and recover acquisition expenses, contracts
typically impose a surrender charge on policyholder balances withdrawn within a
period of time after the contract's inception. The period of time and level of
the charge vary by product. More favorable credited rates may also be offered
after policies have been in force for a period of time. Existing tax penalties
on annuity distributions prior to age 59-1/2 provide further disincentive to
customers for premature surrenders of account balances, but generally do not
impede transfers of those balances to products of competitors.

PRINCIPAL MARKETS AND METHOD OF DISTRIBUTION

The Company's products are offered primarily to individuals and
employer-sponsored groups in the education market. The Company's products
generally are sold through a managed network of broker/dealers and dedicated
career agents.

COMPETITION

Competition arises from an array of financial services companies including other
insurance companies, banks, mutual funds and other investment managers.
Principal competitive factors are reputation for investment performance, product
features, service, cost and the perceived financial strength of the investment
manager or sponsor.

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Competition may affect, among other matters, both business growth and the
pricing of the Company's products and services.

RESERVES

Reserves for investment contracts (deferred annuities and immediate annuities
without life contingent payouts) are equal to cumulative deposits plus credited
interest less withdrawals and charges thereon. For the investment contracts
which are experience-rated, the reserves also reflect net realized capital
gains/losses on the sale of invested assets, (which the Company reflects through
credited rates on an amortized basis) and net unrealized capital gains/losses
related to FAS No. 115.

Reserves, as described above, are computed amounts that, with additions from
deposits to be received and with interest on such reserves compounded annually
at assumed rates, are expected to be sufficient to meet the Company's policy
obligations at their maturities or to pay expected death or retirement benefits
or other withdrawal requests.

OTHER MATTERS

REGULATION

The Company's operations are subject to comprehensive regulation throughout the
United States. The laws of the various jurisdictions establish supervisory
agencies, including the state insurance departments, with broad authority to
grant licenses to transact business and regulate many aspects of the products
and services offered by the Company, as well as solvency and reserve adequacy.
Many agencies also regulate investment activities on the basis of quality,
diversification, and other quantitative criteria. The Company's operations and
accounts are subject to examination at regular intervals by certain of these
regulators.

Operations conducted by the Company are subject to regulation by various
insurance agencies where the Company conducts business, in particular the
Florida Department of Insurance. Among other matters, these agencies may
regulate premium rates, trade practices, agent licensing, policy forms, and
underwriting and claims practices.

The Securities and Exchange Commission ("SEC") and, to a lesser extent, the
states regulate the sales and investment management activities and operations of
the Company. Regulations of the SEC, Department of Labor and Internal Revenue
Service also impact certain of the Company's annuity and other investment and
retirement products. These products involve Separate Accounts and mutual funds
registered under the Investment Company Act of 1940.

MISCELLANEOUS

The Company utilizes the employees of its affiliates and receives an expense
allocation, at cost, based on the utilization of these employees.

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The Company uses ING's computer facilities. The Company's management believes
that ING's computer facilities, systems and related procedures are adequate to
meet its business needs. ING's data processing systems and backup and security
policies, practices and procedures are regularly evaluated by ING's management
and internal auditors and are modified as considered necessary.

The Company is not dependent upon any single customer and no single customer
accounted for 10% or more of revenue in 2003. In addition, the loss of business
from any one, or a few, independent brokers or agents would not have a material
adverse effect on the earnings of the Company.

ITEM 2. PROPERTIES

The Company's principal executive office is located at Corporate Center One,
2202 North Westshore Boulevard #350, Tampa, Florida 33607 and its principal
office for operations is located at 151 Farmington Avenue, Hartford, Connecticut
06156. The Company occupies office space that is leased by ILIAC or other
affiliates. Expenses associated with these offices are allocated on a direct and
indirect basis to the Company.

ITEM 3. 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted pursuant to General Instruction I(2)(c) of Form 10-K.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

All of the Company's outstanding shares are owned by ILIAC, which is a
wholly-owned subsidiary of Lion, which is ultimately owned by ING.

ITEM 6. SELECTED FINANCIAL DATA

Omitted pursuant to General Instruction I(2)(a) of Form 10-K.

ITEM 7. 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 Company for the twelve month periods ended
December 31, 2003 versus 2002.

CHANGE IN ACCOUNTING PRINCIPLE

During 2002, the Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards No. 142, GOODWILL AND OTHER
INTANGIBLE ASSETS ("FAS No. 142"). The adoption of this standard resulted in an
impairment loss of $101.8 million. The Company, in accordance with FAS No. 142,
recorded the impairment loss retroactive to the first quarter of 2002; prior
quarters of 2002 were restated accordingly. 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 Income Statement.

RESULTS OF OPERATIONS

Fee income for the year ended December 31, 2003 decreased by $1.8 million
compared to the year ended December 31, 2002. A substantial portion of fee
income is calculated based on variable assets under management. The decrease in
fee income was primarily due to a decrease in the Company's average variable
assets under management. The Company's variable assets under management declined
due to normal net cash outflows, partially offset by improved equity market
returns.

Net investment income decreased $0.1 million for the year ended December 31,
2003, respectively, compared to the same periods in 2002. Net investment income
decreased due to the lower interest rate environment.

Net realized capital gains for the year ended December 31, 2003 increased by
$4.7 million compared to the year ended 2002. Net realized gains resulted
from sales of fixed maturities having a fair value greater than book value
primarily due to declining interest rates.

Interest credited and other benefits to policyholders decreased $3.7 million
in contrast to the comparative period in 2002. The decrease was primarily a
result of a decline in assets under management with fixed options coupled
with a decrease in credited interest rates resulting from a management
decision to lower credited rates as a result of the lower interest rate
environment in 2003 compared to 2002.

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Underwriting, acquisition, and insurance expenses for the year ended December
31, 2003 decreased by $0.1 million compared to the same period in 2002. The
lower expenses are primarily due to decreases in general expenses and
commissions substantially offset by a decrease in policy acquisition costs
deferred. The reduction in general expenses was a result of lower allocation of
expenses from the Company's parent. Commissions decreased during the periods as
a result of decreases in new and renewal business generated during the year
ended December 31, 2003 as compared to the same period in 2002. Policy
acquisition costs deferred decreased primarily due to lower commissions and
other acquisition costs during the respective periods.

Amortization of deferred policy acquisition costs and value of business acquired
for the year ended December 31, 2003, decreased by $7.0 million compared to the
same period in 2002. Decreased amortization during the year was primarily due to
improved market and fund performance. Amortization of long-duration products is
recorded in proportion to actual and estimated future gross profits. Estimated
gross profits are computed based on assumptions related to the underlying
contracts, including but not limited to interest margins, surrenders,
withdrawals, 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.

The cumulative effect of change in accounting principle for the year ended
December 31, 2002, was a loss of $101.8 million, related to the adoption of FAS
No. 142, which addresses the value of goodwill and other intangible assets.

Net income, excluding cumulative effect of change in accounting principle,
increased by $9.6 million for the year ended December 31, 2003, as compared to
the year ended December 31, 2002. Higher earnings are primarily the result of an
increase in net realized capital gains and a decrease in amortization of
deferred policy acquisition costs and value of business acquired partially
offset by a decrease in fee income.

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

(1) Excludes net unrealized capital gains of $5.2 million, $8.0 million and $4.2
million at December 31, 2003, 2002 and 2001, respectively.
(2) Includes $440.5 million, $399.0 million and $564.9 million at December 31,
2003, 2002 and 2001, respectively, of assets invested through the Company's
products in unaffiliated mutual funds.

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FINANCIAL CONDITION

INVESTMENTS

FIXED MATURITIES

At December 31, 2003 and 2002, respectively, 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 100%
of the total general account invested assets. For the same periods, $92.3
million, or 69% of total fixed maturities, and $118.2 million, or 91% of total
fixed maturities, respectively, supported experience-rated products. Total fixed
maturities reflected net unrealized capital gains of $5.2 million and $8.0
million at December 31, 2003 and 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- at December 31, 2003 and 2002.

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:

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

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 the time and the
extent to which the fair value has been less than amortized cost; the financial
condition and near-term prospects of the issuer; future economic conditions and
market forecasts; and the Company's intent and ability to retain the investment
in the issuer for a period of time sufficient to allow for recovery in fair
value. If it is probable that all amounts due according to the contractual terms
of a debt security will not be collected, an other than temporary impairment is
considered to have occurred.

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

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Company's principal sources of liquidity are deposits on annuity contracts
and 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 has entered into agreements with ILIAC under which ILIAC has agreed
to cause the Company to have sufficient capital to meet certain capital and
surplus levels. 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.

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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 that affect amounts reported in the
accompanying 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.

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: investment impairment testing, amortization of deferred acquisition
costs and value of business acquired and goodwill impairment testing. 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 financial statements.

INVESTMENT IMPAIRMENT TESTING

The Company reviews the general account investments for impairments by analyzing
the amount and length of time amortized cost has exceeded fair value, and by
making certain estimates and assumptions regarding the issuing companies'
business prospects, future economic conditions and market forecasts. 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, we reduce the carrying
value of those investments to the current fair value and record 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 and non-capitalized commissions.

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
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. 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
current period's amortization,

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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 variable deferred annuity products
is the assumed return associated with future variable 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
variable 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.

As part of the regular analysis of DAC/VOBA, at the end of third quarter of
2002, the Company unlocked its long-term rate of return assumptions. The Company
reset long-term assumptions for the separate account returns to 9.0% (gross
before fund management fees and mortality and expense and other policy charges),
as of December 31, 2002, reflecting a blended return of equity and other
sub-accounts. The initial unlocking adjustment in 2002 was primarily driven by
the sustained downturn in the equity markets and revised expectations for future
returns. During 2002, the Company recorded an acceleration of DAC/VOBA
amortization totaling $3.5 million before tax, or $2.3 million, net of $1.2
million of federal income tax benefit.

The Company has remained unlocked during 2003, and reset long-term assumptions
for the separate account returns from 9.0% to 8.5% (gross before fund management
fees and mortality and expense and other policy charges), as of December 31,
2003, maintaining a blended return of equity and other sub-accounts. The 2003
unlocking adjustment from the previous year was primarily driven by improved
market performance. For the year ended December 31, 2003, the Company recorded a
deceleration of DAC/VOBA amortization totaling $1.1 million before tax, or $0.7
million, net of $0.4 million of federal income tax expense.

GOODWILL IMPAIRMENT TESTING

The Company tested goodwill as of January 1, 2002 for impairment using fair
value calculations based on the present value of estimated future cash flows
from business currently in force and business that we estimate we will add in
the future. These calculations require management to make estimates on the
amount of future revenues and the appropriate discount rate. The calculated
fair value of goodwill and the resulting impairment loss recorded is based on
these estimates, which require a significant amount of management judgment.
The adoption of FAS No. 142 resulted in the impairment of the Company's
entire goodwill balance during 2002. Refer to Note 1 of the Financial
Statements for a discussion of the results of the Company's goodwill testing
procedures and to Management's Narrative Analysis of the Results of
Operations and Financial Condition for the impact these procedures had on the
Company's income.

OFF-BALANCE SHEET ARRANGEMENTS

In January 2003, the FASB issued FASB Interpretation 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO.51 ("FIN 46"). In
December 2003, the FASB modified FIN 46 to make certain technical revisions and
address certain implementation issues that had arisen. FIN 46 provides a new
framework for identifying variable interest entities ("VIE") and determining
when a company should include

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the assets, liabilities, noncontrolling interests and results of activities of a
VIE in its consolidated financial statements.

In general, a VIE is a corporation, partnership, limited- liability corporation,
trust, or any other legal structure used to conduct activities or hold assets
that either (1) has an insufficient amount of equity to carry out its principal
activities without additional subordinated financial support, (2) has a group of
equity owners that are unable to make significant decisions about its
activities, or (3) has a group of equity owners that do not have the obligation
to absorb losses or the right to receive returns generated by its operations.

FIN 46 requires a VIE to be consolidated if a party with an ownership,
contractual or other financial interest in the VIE (a variable interest holder)
is obligated to absorb a majority of the risk of loss from the VIE's activities,
is entitled to receive a majority of the VIE's residual returns (if no party
absorbs a majority of the VIE's losses), or both. A variable interest holder
that consolidates the VIE is called the primary beneficiary. Upon consolidation,
the primary beneficiary generally must initially record all of the VIE's assets,
liabilities and noncontrolling interests at fair value and subsequently account
for the VIE as if it were consolidated based on majority voting interest. FIN 46
also requires disclosures about VIEs that the variable interest holder is not
required to consolidate, but in which it has a significant variable interest.

At December 31, 2003, the Company held the following investments that, for
purposes of FIN 46, were evaluated and determined to not require consolidation
in the Company's financial statements:

(1) Represents maximum exposure to loss except for those structures for which
the Company also receives asset management fees

As of December 31, 2003, the Company had no significant contractual
obligations.

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.

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OTHER REGULATORY MATTERS

Like many financial services companies, certain U.S. affiliates of ING Groep
N.V. have received informal and formal requests for information since
September 2003 from various governmental and self-regulatory agencies in
connection with investigations related to mutual funds and variable insurance
products. ING has cooperated fully with each request.

In addition to responding to regulatory requests, ING management initiated an
internal review of trading in ING insurance, retirement, and mutual fund
products. The goal of this review has been to identify whether there have
been any instances of inappropriate trading in those products by third
parties or by ING investment professionals and other ING personnel. This
internal review is being conducted by independent special counsel and
auditors. Additionally, ING reviewed its controls and procedures in a
continuing effort to deter improper frequent trading in ING products. ING's
internal reviews related to mutual fund trading are continuing.

The internal review has identified several arrangements allowing third
parties to engage in frequent trading of mutual funds within our variable
insurance and mutual fund products, and identified other circumstances where
frequent trading occurred despite measures taken by ING intended to combat
market timing. Most of the identified arrangements were initiated prior to
ING's acquisition of the businesses in question. In each arrangement
identified, ING has terminated the inappropriate trading, taken steps to
discipline or terminate employees who were involved, and modified policies
and procedures to deter inappropriate activity. While the review is not
completed, management believes the activity identified does not represent a
systemic problem in the businesses involved.

These instances included agreements (initiated in 1998) that permitted one
variable life insurance customer of Reliastar Life Insurance Company
("Reliastar") to engage in frequent trading, and to submit orders until 4pm
Central Time, instead of 4pm Eastern Time. Reliastar was acquired by ING in
2000. The late trading arrangement was immediately terminated when current
senior management became aware of it in 2002. ING believes that no profits
were realized by the customer from the late trading aspect of the arrangement.

In addition, the review has identified five arrangements that allowed
frequent trading of funds within variable insurance products issued by
Reliastar and by ING USA Annuity & Life Insurance Company; and in certain ING
Funds. ING entities did not receive special benefits in return for any of
these arrangements, which have all been terminated. The internal review also
identified two investment professionals who engaged in improper frequent
trading in ING Funds.

ING will reimburse any ING Fund or its shareholders affected by inappropriate
trading for any profits that accrued to any person who engaged in improper
frequent trading for which ING is responsible. Management believes that the
total amount of such reimbursements will not be material to ING or its U.S.
business.

14

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
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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Asset/liability management is integrated into many aspects of the Company's
operations, including investment decisions, product development, and
determination of crediting rates. As part of the risk management process,
different economic scenarios are modeled, including cash flow testing required
for insurance regulatory purposes, to determine that existing assets are
adequate to meet projected liability cash flows. Key variables in the modeling
process include interest rates, anticipated policyholder behavior and variable
separate account performance. Policyholders bear the investment risk related to
variable insurance products.

The fixed account liabilities are supported by a portfolio principally composed
of fixed rate investments that can generate predictable, steady rates of return.
The portfolio management strategy for the fixed account considers the assets
available for sale. This enables the Company to respond to changes in market
interest rates, changes in prepayment risk, changes in relative values of asset
sectors and individual securities and loans, changes in credit quality outlook,
and other relevant factors. The objective of portfolio management is to maximize
returns, taking in to account interest rate and credit risk, as well as other
risks. The Company's asset/liability management discipline includes strategies
to minimize exposure to loss as interest rates and economic and market
conditions change.

On the basis of these analyses, management believes there is currently no
material solvency risk to the Company.

15

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

16

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
ING Insurance Company of America

We have audited the accompanying balance sheets of ING Insurance Company of
America as of December 31, 2003 and 2002, and the related income statements,
statements of changes in shareholder's equity, and statements of cash flows for
each of the three years in the period ended December 31, 2003. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ING Insurance Company of
America as of December 31, 2003 and 2002, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2003, in conformity with accounting principles generally accepted in the United
States.

As discussed in Note 1 to the financial statements, the Company changed its
accounting for goodwill and other intangible assets effective January 1, 2002.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 22, 2004

17

ING INSURANCE COMPANY OF AMERICA
(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

INCOME STATEMENTS
(Millions)

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

18

ING INSURANCE COMPANY OF AMERICA
(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

BALANCE SHEETS
(Millions, except share data)

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

19

ING INSURANCE COMPANY OF AMERICA
(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Millions)

20

ING INSURANCE COMPANY OF AMERICA
(A wholly-owned subsidiary of ING Life Insurance and Annuity Company)

STATEMENTS OF CASH FLOWS
(Millions)

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

21

NOTES TO FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

ING Insurance Company of America ("IICA," or the "Company"), formerly known
as Aetna Insurance Company of America ("AICA"), is a provider of financial
services in the United States. The Company is a wholly-owned subsidiary of
ING Life Insurance and Annuity Company ("ILIAC"). ILIAC was a wholly-owned
subsidiary of ING Retirement Holdings, Inc. ("HOLDCO"), which was a
wholly-owned subsidiary of ING Retirement Services, Inc. ("IRSI"). IRSI was
a wholly-owned subsidiary of Lion Connecticut Holdings, Inc. ("Lion") until
March 30, 2003, which in turn was ultimately owned by ING Groep N.V.
("ING"), a financial services company based in The Netherlands. On March
30, 2003, a series of mergers occurred in the following order: IRSI merged
into Lion, HOLDCO merged into Lion. As a result ILIAC is now a direct
wholly-owned subsidiary of Lion.

On December 13, 2000, ING America Insurance Holdings, Inc., ("ING AIH") an
indirect wholly-owned subsidiary of ING, acquired Aetna Inc., comprised of
the Aetna Financial Services business, of which the Company is a part, and
Aetna International businesses, for approximately $7,700.0 million. The
purchase price was comprised of approximately $5,000.0 million in cash and
the assumption of $2,700.0 million of outstanding debt and other net
liabilities. In connection with the acquisition, Aetna Inc. was renamed
Lion.

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

DESCRIPTION OF BUSINESS

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

RECENTLY ADOPTED ACCOUNTING STANDARDS

ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

During 2002, the Company adopted Financial Accounting Standards Board
("FASB") Statement of Financial Accounting Standards No. 142, GOODWILL AND
OTHER INTANGIBLE ASSETS ("FAS No. 142"). The adoption of this standard
resulted in an impairment loss of $101.8 million. The Company, in
accordance with FAS No. 142, recorded the impairment loss retroactive to
the first quarter of 2002; prior quarters of 2002 were restated
accordingly. 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 Income
Statement.

Application of the nonamortization provision (net of tax) of the standard
resulted in an increase in net income of $3.8 million for the twelve months
ended December 31, 2002. Had the Company been

22

accounting for goodwill under FAS No. 142 for all periods presented, the
Company's net income would have been as follows:

ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In June 1998, the (FASB) issued FAS No. 133, ACCOUNTING FOR DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES, as amended and interpreted by FAS No.
137, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES--Deferral
of the Effective Date of FASB Statement 133, FAS No. 138, ACCOUNTING FOR
CERTAIN DERIVATIVE INSTRUMENTS AND CERTAIN HEDGING ACTIVITIES--an Amendment
of FASB No. 133, and certain FAS No. 133 implementation issues. This
standard, as amended, requires companies to record all derivatives on the
balance sheet as either assets or liabilities and measure those instruments
at fair value. The manner in which companies are to record gains or losses
resulting from changes in the fair values of those derivatives depends on
the use of the derivative and whether it qualifies for hedge accounting.
FAS No. 133 was effective for the Company's financial statements beginning
January 1, 2001.

Adoption of FAS No. 133 did not have a material effect on the Company's
financial position or results of operations given the Company's limited
derivative holdings and embedded derivative holdings.

The Company utilizes, interest rate swaps, caps and floors, foreign
exchange swaps and warrants in order to manage interest rate and price risk
(collectively, market risk). These financial exposures are monitored and
managed by the Company as an integral part of the overall risk management
program. Derivatives are recognized on the balance sheet at their fair
value. The Company chose not to designate its derivative instruments as
part of hedge transactions. Therefore, changes in the fair value of the
Company's derivative instruments are recorded immediately in the statements
of income as part of realized capital gains and losses.

The Company occasionally purchases a financial instrument that contains a
derivative that is "embedded" in the instrument. In addition, the Company's
insurance products are reviewed to determine whether they contain an
embedded derivative. The Company assesses whether the economic
characteristics of the embedded derivative are clearly and closely related
to the economic characteristics of the remaining component of the financial
instrument or insurance product (i.e., the host contract) and whether a
separate instrument with the same terms as the embedded instrument would
meet the definition of a derivative instrument. When it is determined that
the embedded derivative possesses economic characteristics that are not
clearly and closely related to the economic characteristics of the host
contract and that a separate instrument with the same terms would qualify
as a derivative instrument, the embedded derivative is separated from the
host contract and carried at fair value. However, in cases where the host
contract is measured at fair value, with changes in fair value reported in
current period earnings or the Company is unable to reliably identify and
measure the embedded derivative for separation from its host contracts, the
entire contract is carried on the balance sheet at fair value and is not
designated as a hedging instrument.

23

The Derivative Implementation Group ("DIG") responsible for issuing
guidance on behalf of the FASB for implementation of FAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES recently
issued Statement Implementation Issue No. B36, EMBEDDED DERIVATIVES:
MODIFIED COINSURANCE ARRANGEMENTS AND DEBT INSTRUMENTS THAT INCORPORATE
CREDIT RISK EXPOSURES THAT ARE UNRELATED OR ONLY PARTIALLY RELATED TO THE
CREDIT WORTHINESS OF THE OBLIGOR UNDER THOSE INSTRUMENTS ("DIG B36"). Under
this interpretation, modified coinsurance and coinsurance with funds
withheld reinsurance agreements as well as other types of receivables and
payables where interest is determined by reference to a pool of fixed
maturity assets or total return debt index may be determined to contain
embedded derivatives that are required to be bifurcated. The required date
of adoption of DIG B36 for the Company was October 1, 2003. The Company
completed its evaluation of DIG B36 and determined that it has no
investment or insurance products that require implementation of the
guidance, and therefore, the guidance did not impact Company's financial
position, results of operations or cash flows.

GUARANTEES

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"),
"GUARANTOR'S ACCOUNTING AND DISCLOSURE REQUIREMENTS FOR GUARANTEES,
INCLUDING INDIRECT GUARANTEES OF INDEBTEDNESS OF OTHERS," to clarify
account and disclosure requirements relating to a guarantor's issuance of
certain types of guarantees. FIN 45 requires entities to disclose
additional information about certain guarantees, or groups of similar
guarantees, even if the likelihood of the guarantor's having to make any
payments under the guarantee is remote. The disclosure provisions are
effective for financial statements for fiscal years ended after December
15, 2002. For certain guarantees, the interpretation also requires that
guarantors recognize a liability equal to the fair value of the guarantee
upon its issuance. This initial recognition and measurement provision is to
be applied only on a prospective basis to guarantees issued or modified
after December 31, 2002. The Company has performed an assessment of its
guarantees and believes that all of its guarantees are excluded from the
scope of this interpretation.

VARIABLE INTEREST ENTITIES

In January 2003, the FASB issued FASB Interpretation 46, CONSOLIDATION OF
VARIABLE INTEREST ENTITIES, AN INTERPRETATION OF ARB NO. 51 ("FIN 46"). In
December 2003, the FASB modified FIN 46 to make certain technical revisions
and address certain implementation issues that had arisen. FIN 46 provides
a new framework for identifying variable interest entities ("VIE") and
determining when a company should include the assets, liabilities,
noncontrolling interests and results of activities of a VIE in its
consolidated financial statements.

In general, a VIE is a corporation, partnership, limited- liability
corporation, trust, or any other legal structure used to conduct activities
or hold assets that either (1) has an insufficient amount of equity to
carry out its principal activities without additional subordinated
financial support, (2) has a group of equity owners that are unable to make
significant decisions about its activities, or (3) has a group of equity
owners that do not have the obligation to absorb losses or the right to
receive returns generated by its operations.

FIN 46 requires a VIE to be consolidated if a party with an ownership,
contractual or other financial interest in the VIE (a variable interest
holder) is obligated to absorb a majority of the risk of loss from the
VIE's activities, is entitled to receive a majority of the VIE's residual
returns (if no party absorbs a

24

majority of the VIE's losses), or both. A variable interest holder that
consolidates the VIE is called the primary beneficiary. Upon consolidation,
the primary beneficiary generally must initially record all of the VIE's
assets, liabilities and noncontrolling interests at fair value and
subsequently account for the VIE as if it were consolidated based on
majority voting interest. FIN 46 also requires disclosures about VIEs that
the variable interest holder is not required to consolidate, but in which
it has a significant variable interest.

At December 31, 2003, the Company held the following investments that, for
purposes of FIN 46, were evaluated and determined to not require
consolidation in the Company's financial statements:

(1) Represents maximum exposure to loss except for those structures for
which the Company also receives asset management fees

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
during first quarter 2004. The impact on the financial statements is not
known at this time.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes. Actual results
could differ from reported results using those estimates.

RECLASSIFICATIONS

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

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, money market instruments
and other debt issues with a maturity of 90 days or less when purchased.

INVESTMENTS

All of the Company's fixed maturity and equity securities are currently
designated as available-for-sale. Available-for-sale securities are
reported at fair value and unrealized gains and losses on these securities

25

are included directly in shareholder's equity, after adjustment for related
charges in deferred policy acquisition costs, value of business acquired,
and deferred income taxes.

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 the time and the extent to which the market value has been less than
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 market 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.

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

Included in available-for-sale securities are investments that support
experience-rated products. Experience-rated products are products where the
customer, not the Company, assumes investment (including realized capital
gains and losses) and other risks, subject to, among other things, minimum
guarantees. Realized gains and losses on the sale of, as well as unrealized
capital gains and losses on, investments supporting these products are
reflected in other policyholders' funds. Realized capital gains and losses
on all other investments are included in the Company's results of
operations. Unrealized capital gains and losses on all other investments
are reflected in shareholder's equity, net of related income taxes.

Purchases and sales of fixed maturities and equity securities (excluding
private placements) are recorded on the trade date. Purchases and sales of
private placements and mortgage loans are recorded on the closing date.

Fair values for fixed maturities are obtained from independent pricing
services or broker/dealer quotations. Fair values for privately placed
bonds are determined using a matrix-based model. The matrix-based model
considers the level of risk-free interest rates, current corporate spreads,
the credit quality of the issuer and cash flow characteristics of the
security. The fair values for equity securities are based on quoted market
prices. For equity securities not actively traded, estimated fair values
are based upon values of issues of comparable yield and quality or
conversion value where applicable.

The Company engages in securities lending whereby certain securities from
its portfolio are loaned to other institutions for short periods of time.
Initial collateral, primarily cash, is required at a rate of 102% of the
market value of the loaned domestic securities. The collateral is deposited
by the borrower with a lending agent, and retained and invested by the
lending agent according to the Company's guidelines to generate additional
income. The market value of the loaned securities is monitored on a daily
basis with additional collateral obtained or refunded as the market value
of the loaned securities fluctuates.

In September 2000, the FASB issued FAS No. 140, ACCOUNTING FOR TRANSFERS
AND SERVICING OF FINANCIAL ASSETS AND EXTINGUISHMENTS OF LIABILITIES. In
accordance with this new standard, general account securities on loan are
reflected on the Balance Sheet as "Securities pledged to creditors." The
Company had no securities pledged to creditors at December 31, 2003 and
2002.

26

The investment in affiliated mutual funds represents an investment in ING
Investment Management ("IIM") managed mutual funds by the Company, and is
carried at fair value.

Mortgage loans on real estate are reported at amortized cost less
impairment writedowns. If the value of any mortgage loan is determined to
be impaired (i.e., when it is probable the Company will be unable to
collect all amounts due according to the contractual terms of the loan
agreement), the carrying value of the mortgage loan is reduced to the
present value of expected cash flows from the loan, discounted at the
loan's effective interest rate, or to the loan's observable market price,
or the fair value of the underlying collateral. The carrying value of the
impaired loans is reduced by establishing a permanent writedown charged to
realized loss.

Short-term investments, consisting primarily of money market instruments
and other fixed maturities issues purchased with an original maturity of 91
days to one year, are considered available for sale and are carried at fair
value, which approximates amortized cost.

The Company's use of derivatives is limited to economic hedging purposes.
The Company enters into interest rate and currency contracts, including
swaps, caps, and floors to reduce and manage risks associated with changes
in value, yield, price, cash flow or exchange rates of assets or
liabilities held or intended to be held. Changes in the fair value of open
derivative contracts are recorded in net realized capital gains and losses.

On occasion, the Company sells call options written on underlying
securities that are carried at fair value. Changes in fair value of these
options are recorded in net realized capital gains or losses.

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 INVESTMENT ("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

27

policies (usually 25 years) in relation to the emergence of estimated gross
profits from surrender charges, investment margins, mortality and expense
fees, 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.

DAC and VOBA are written off to the extent that it is determined that
future policy premiums and investment income or gross profits are not
adequate to cover related expenses.

Activity for the years ended December 31, 2003, 2002 and 2001 within VOBA
were as follows:

The estimated amount of VOBA to be amortized, net of interest, over the
next five years is $6.8 million, $5.4 million, $4.1 million, $3.2 million
and $2.6 million for the years 2004, 2005, 2006, 2007 and 2008,
respectively. Actual amortization incurred during these years may vary as
assumptions are modified to incorporate actual results.

As part of the regular analysis of DAC/VOBA, at the end of third quarter of
2002, the Company unlocked its long-term rate of return assumptions. The
Company reset long-term assumptions for the separate account returns to
9.0% (gross before fund management fees and mortality and expense and other
policy charges), as of December 31, 2002, reflecting a blended return of
equity and other sub-accounts. The initial unlocking adjustment in 2002 was
primarily driven by the sustained downturn in the equity markets and
revised expectations for future returns. During 2002, the Company recorded
an acceleration of DAC/VOBA amortization totaling $3.5 million before tax,
or $2.3 million, net of $1.2 million of federal income tax benefit.

The Company has remained unlocked during 2003, and reset long-term
assumptions for the separate account returns from 9.0% to 8.5% (gross
before fund management fees and mortality and expense and other policy
charges), as of December 31, 2003, maintaining a blended return of equity
and other sub-accounts. The 2003 unlocking adjustment from the previous
year was primarily driven by improved market performance. For the year
ended December 31, 2003, the Company recorded a deceleration

28

of DAC/VOBA amortization totaling $1.1 million before tax, or $0.7
million, net of $0.4 million of federal income tax expense.

POLICY LIABILITIES AND ACCRUALS

Future policy benefits include reserves for universal life, immediate
annuities with life contingent payouts and traditional life insurance
contracts. Reserves for universal life products are equal to cumulative
deposits less withdrawals and charges plus credited interest thereon.
Reserves for traditional life insurance contracts represent the present
value of future benefits to be paid to or on behalf of policyholders and
related expenses less the present value of future net premiums.

Reserves for immediate annuities with life contingent payout contracts are
computed on the basis of assumed investment yield, mortality, and expenses,
including a margin for adverse deviations. Such assumptions generally vary
by plan, year of issue and policy duration. Reserve interest rates range
from 4.9% to 8.0% for all years presented. Investment yield is based on the
Company's experience. Mortality and withdrawal rate assumptions are based
on relevant Company experience and are periodically reviewed against both
industry standards and experience.

Other Policyholders' funds include reserves for deferred annuity investment
contracts and immediate annuities without life contingent payouts. Reserves
on such contracts are equal to cumulative deposits less charges and
withdrawals plus credited interest thereon (rates range from 3.0% to 8.7%
for all years presented) net of adjustments for investment experience that
the Company is entitled to reflect in future credited interest. These
reserves also include unrealized gains/losses related to FAS No. 115 for
experience-rated contracts. Reserves on contracts subject to experience
rating reflect the rights of policyholders, plan participants, and the
Company.

REVENUE RECOGNITION

For certain annuity contracts, fee income for the cost of insurance,
surrender expenses, and other fees are recorded as revenue as fee income.
Other amounts received for these contracts are reflected as deposits and
are not recorded as revenue. Related policy benefits are recorded in
relation to the associated premiums or gross profit so that profits are
recognized over the expected lives of the contracts. When annuity payments
with life contingencies begin under contracts that were initially
investment contracts, the accumulated balance in the account is treated as
a single premium for the purchase of an annuity and reflected as an
offsetting amount in both premiums and current and future benefits in the
Income Statement.

SEPARATE ACCOUNT

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

29

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

Separate Account assets are carried at fair value. At December 31, 2003 and
2002, unrealized gains of $3.3 million and $2.7 million, respectively,
after taxes, on assets supporting a guaranteed interest option are
reflected in shareholder's equity.

Separate Account liabilities are carried at fair value, except for those
relating to the guaranteed interest option. Reserves relating to the
guaranteed interest option are maintained at fund value and reflect
interest credited at rates ranging from 2.4% to 6.4% in 2003 and 3.0% to
7.3% in 2002.

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

INCOME TAXES

The Company is taxed at regular corporate rates after adjusting income
reported for financial statement purposes for certain items. Deferred
income tax expenses/benefits result from changes during the year in
cumulative temporary differences between the tax basis and book basis of
assets and liabilities.

Deferred corporate tax is stated at the face value and is calculated for
temporary valuation differences between carrying amounts of assets and
liabilities in the balance sheet and tax bases based on tax rates that are
expected to apply in the period when the assets are realized or the
liabilities are settled.

Deferred tax assets are recognized to the extent that it is probable that
taxable profits will be available against which the deductible temporary
differences can be utilized. A deferred tax asset is recognized for the
carryforward of unused tax losses to the extent that it is probable that
future taxable profits will be available for compensation.

30

2. INVESTMENTS

Fixed maturities available for sale as of December 31 were as follows:

31

At December 31, 2003 and 2002, net unrealized appreciation of $5.2 million
and $8.0 million, respectively, on available-for-sale fixed maturities
(including fixed maturities pledged to creditors in 2002) included $5.1
million and $7.3 million, respectively, related to experience-rated
contracts, which were not reflected in shareholder's equity but in other
policyholders' funds.

The aggregate unrealized losses and related fair values of investments with
unrealized losses as of December 31, 2003, are shown below by duration:

The losses more than 6 months and less than 12 months in duration of $0.5
million are primarily related to interest rate movement or spread widening
for other than credit-related reasons. Business and operating fundamentals
are performing as expected.

The amortized cost and fair value of total fixed maturities for the
year-ended December 31, 2003 are shown below by contractual maturity.
Actual maturities may differ from contractual maturities because securities
may be restructured, called, or prepaid.

At December 31, 2003 and 2002, fixed maturities with fair values of $6.7
million and $6.5 million, respectively, were on deposit as required by
regulatory authorities.

The Company did not have investments in equity securities at December 31,
2003 or 2002.

ESTIMATED FAIR VALUE

The following disclosures are made in accordance with the requirements of
FAS No. 107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS. FAS No.
107 requires disclosure of fair value information about

32

financial instruments, whether or not recognized in the balance sheet, for
which it is practicable to estimate that value. In cases where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount
rate and estimates of future cash flows. In that regard, the derived fair
value estimates, in many cases, could not be realized in immediate
settlement of the instrument.

3. FINANCIAL INSTRUMENTS

FAS No. 107 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements. Accordingly, the aggregate
fair value amounts presented do not represent the underlying value of the
Company.

The following valuation methods and assumptions were used by the Company in
estimating the fair value of the following financial instruments:

FIXED MATURITIES: The fair values for the actively traded marketable bonds
are determined based upon the quoted market prices. The fair values for
marketable bonds without an active market are obtained through several
commercial pricing services which provide the estimated fair values. Fair
values of privately placed bonds are determined using a matrix-based
pricing model. The model considers the current level of risk-free interest
rates, current corporate spreads, the credit quality of the issuer and cash
flow characteristics of the security. Using this data, the model generates
estimated market values which the Company considers reflective of the fair
value of each privately placed bond. Fair values for privately placed
bonds are determined through consideration of factors such as the net worth
of the borrower, the value of collateral, the capital structure of the
borrower, the presence of guarantees and the Company's evaluation of the
borrower's ability to compete in their relevant market.

CASH AND CASH EQUIVALENTS: The carrying amounts for these assets
approximate the assets' fair value.

INVESTMENT CONTRACT LIABILITIES (INCLUDED IN OTHER POLICYHOLDERS' FUNDS):

WITH A FIXED MATURITY: Fair value is estimated by discounting cash flows at
interest rates currently being offered by, or available to, the Company for
similar contracts.

WITHOUT A FIXED MATURITY: Fair value is estimated as the amount payable to
the policyholder upon demand. However, the Company has the right under such
contracts to delay payment of withdrawals which may ultimately result in
paying an amount different than that determined to be payable on demand.

33

The carrying values and estimated fair values of certain of the Company's
financial instruments at December 31, 2003 and 2002 were as follows:

Fair value estimates are made at a specific point in time, based on
available market information and judgments about various financial
instruments, such as estimates of timing and amounts of future cash flows.
Such estimates do not reflect any premium or discount that could result
from offering for sale at one time the Company's entire holdings of a
particular financial instrument, nor do they consider the tax impact of the
realization of unrealized gains or losses. In many cases, the fair value
estimates cannot be substantiated by comparison to independent markets, nor
can the disclosed value be realized in immediate settlement of the
instruments. In evaluating the Company's management of interest rate, price
and liquidity risks, the fair values of all assets and liabilities should
be taken into consideration, not only those presented above.

4. NET INVESTMENT INCOME

Sources of net investment income were as follows:

Net investment income includes amounts allocable to experience rated
policyholders of $5.7 million, $2.8 million and $7.3 million, for the years
ended December 31, 2003, 2002 and 2001, respectively. Interest credited to
policyholders is included in current and future benefits.

5. DIVIDEND RESTRICTIONS AND SHAREHOLDER'S EQUITY

In conjunction with the sale of Aetna, Inc. to ING AIH, the Company was
restricted from paying any dividends to its parent for a two year period
from the date of sale without prior approval by the Insurance Commissioner
of the State of Connecticut. This restriction expired on December 13, 2002.
The Company did not pay dividends to its parent in 2003 and 2002.

34

The Insurance Departments of the State of Florida and the State of
Connecticut (the "Department") recognize as net income and capital and
surplus those amounts determined in conformity with statutory accounting
practices prescribed or permitted by the Department, which differ in
certain respects from generally accepted accounting principles accepted in
the United States of America. Statutory net income was $5.0 million, $2.5
million and $1.1 million for the years ended December 31, 2003, 2002 and
2001, respectively. Statutory capital and surplus was $68.3 million and
$63.7 million as of December 31, 2003 and 2002, respectively.

As of December 31, 2003, the Company does not utilize any statutory
accounting practices, which are not prescribed by state regulatory
authorities that, individually or in the aggregate, materially affect
statutory capital and surplus.

Realized capital gains or losses are the difference between the carrying
value and sale proceeds of specific investments sold.

6. CAPITAL GAINS AND LOSSES

Net realized capital gains of $1.6 million, $1.7 million and $1.3 million
for the years ended December 31, 2003, 2002 and 2001, respectively,
allocable to experience rated contracts, were deducted from net realized
capital gains (losses) and an offsetting amount was reflected in Other
policyholders' funds on the Balance Sheets. Net unamortized gains (losses)
allocable to experienced rated policyholders were $1.3 million, $0.1
million and $(1.1) million at December 31, 2003, 2002 and 2001,
respectively.

Proceeds from the sale of total fixed maturities and the related gross
gains and losses (excluding those related to experience-related
policyholders) were as follows:

Changes in shareholder's equity related to changes in accumulated other
comprehensive income (unrealized capital gains and losses on securities
including securities pledged to creditors and excluding those related to
experience-rated policyholders) were as follows:

Net unrealized capital gains allocable to experience-rated contracts of
$5.1 million and $7.3 million at December 31, 2003 and 2002, respectively,
are reflected on the Balance Sheets in Other policyholders' funds and are
not included in shareholder's equity. Shareholder's equity included the
following accumulated other comprehensive income, which is net of amounts
allocable to experience-rated policyholders:

Changes in accumulated other comprehensive income related to changes in
unrealized gains (losses) on securities, including securities pledged to
creditors (excluding those related to experience-rated policyholders) were
as follows:

(1) Pretax unrealized holding gains arising during the year were $0.9
million, $1.3 million and $2.6 million for the years ended December
31, 2003, 2002 and 2001, respectively.
(2) Pretax reclassification adjustments for gains and other items
included in net income were $0.3 million, $0.5 million and $0.9
million for the years ended December 31, 2003, 2002 and 2001,
respectively.

7. INCOME TAXES

The Company files a consolidated federal income tax return with its parent,
ILIAC. The Company has a tax allocation agreement with ILIAC whereby the
Company is charged by its parent for taxes it would have incurred were it
not a member of the consolidated group and is credited for losses at the
statutory tax rate.

36

Income taxes consist of the following:

Income taxes were different from the amount computed by applying the
federal income tax rate to income before income taxes for the following
reasons:

37

The tax effects of temporary differences that give rise to deferred tax
assets and deferred tax liabilities at December 31 are presented below:

Net unrealized capital gains and losses are presented in shareholder's
equity net of deferred taxes.

The Internal Revenue Service (the "Service") has completed examinations of
the federal income tax returns of the Company through 1997. Discussions are
being held with the Service with respect to proposed adjustments.
Management believes there are adequate defenses against, or sufficient
reserves to provide for, any such adjustments. The Service has commenced
its examinations for the years 1998 through 2000.

8. BENEFIT PLANS

The Company utilizes the employees of ING and its affiliates, primarily
ILIAC. Benefit charges to the Company for the years ended December 31,
2003, 2002 and 2001 were not significant. There were no pension benefit
charges allocated to the Company from the ING Americas Retirement Plan for
2003, 2002 or 2001. During 2003, the Company was not allocated charges
related to the Supplemental ING Retirement Plan for Aetna Financial
Services that covers certain employees of ING Life Insurance Company of
America and its affiliates. During 2002, liabilities totaling $0.3 million
were allocated to the Company related to the SERP. During 2003, 2002 or
2001, there were no matching contribution charges allocated to the Company
from the ING Americas Savings Plan and ESOP.

38

9. RELATED PARTY TRANSACTIONS

RECIPROCAL LOAN AGREEMENT

The Company maintains a revolving loan agreement with ING AIH, a Delaware
corporation and affiliate, to facilitate the handling of unusual and/or
unanticipated short-term cash requirements. Under this agreement, which
became effective in June 2001 and expires on April 1, 2011, IICA can borrow
up to 0.5% of its statutory admitted assets as of the prior December 31
from ING AIH. Interest on any IICA borrowings is charged at the rate of ING
AIH's cost of funds for the interest period plus 0.15%. Under this
agreement, IICA incurred an immaterial amount of interest expense for the
years ended December 31, 2003, 2002 and 2001, respectively. At December 31,
2003 and 2002, IICA did not have any outstanding borrowings from ING AIH
under this agreement.

CAPITAL TRANSACTIONS

The Company did not receive capital contributions in 2003, 2002 or 2001.

10. COMMITMENTS AND CONTINGENT LIABILITIES

LEASES

The Company occupies space that is leased by ILIAC or other affiliates.
Expenses associated with these offices are allocated on a direct and
indirect basis to the Company. Under the lease agreements, the Company
incurred an immaterial amount of rent expense for the years ended December
31, 2003, 2002 and 2001, respectively.

COMMITMENTS

At December 31, 2003 and 2002, the Company had no commitments or contingent
liabilities.

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.

OTHER REGULATORY MATTERS

Like many financial services companies, certain U.S. affiliates of ING
Groep N.V. have received informal and formal requests for information
since September 2003 from various governmental and self-regulatory
agencies in connection with investigations related to mutual funds and
variable insurance products. ING has cooperated fully with each request.

In addition to responding to regulatory requests, ING management
initiated an internal review of trading in ING insurance, retirement,
and mutual fund products. The goal of this review has been to identify
whether
39

there have been any instances of inappropriate trading in those products
by third parties or by ING investment professionals and other ING
personnel. This internal review is being conducted by independent
special counsel and auditors. Additionally, ING reviewed its controls
and procedures in a continuing effort to deter improper frequent trading
in ING products. ING's internal reviews related to mutual fund trading
are continuing.

The internal review has identified several arrangements allowing third
parties to engage in frequent trading of mutual funds within our
variable insurance and mutual fund products, and identified other
circumstances where frequent trading occurred despite measures taken by
ING intended to combat market timing. Most of the identified
arrangements were initiated prior to ING's acquisition of the businesses
in question. In each arrangement identified, ING has terminated the
inappropriate trading, taken steps to discipline or terminate employees
who were involved, and modified policies and procedures to deter
inappropriate activity. While the review is not completed, management
believes the activity identified does not represent a systemic problem
in the businesses involved.

These instances included agreements (initiated in 1998) that permitted
one variable life insurance customer of Reliastar Life Insurance Company
("Reliastar") to engage in frequent trading, and to submit orders until
4pm Central Time, instead of 4pm Eastern Time. Reliastar was acquired by
ING in 2000. The late trading arrangement was immediately terminated
when current senior management became aware of it in 2002. ING believes
that no profits were realized by the customer from the late trading
aspect of the arrangement.

In addition, the review has identified five arrangements that allowed
frequent trading of funds within variable insurance products issued by
Reliastar and by ING USA Annuity & Life Insurance Company; and in
certain ING Funds. ING entities did not receive special benefits in
return for any of these arrangements, which have all been terminated.
The internal review also identified two investment professionals who
engaged in improper frequent trading in ING Funds.

ING will reimburse any ING Fund or its shareholders affected by
inappropriate trading for any profits that accrued to any person who
engaged in improper frequent trading for which ING is responsible.
Management believes that the total amount of such reimbursements will
not be material to ING or its U.S. business.

40

QUARTERLY DATA (UNAUDITED)

Restatement of Financial Information: During the quarterly period ended
June 30, 2003, the Company incorrectly recorded investment income and
realized capital gains related to Separate Accounts. The Company noted the
effect of this error during the compilation of the December 31, 2003
financial statements and made the appropriate changes to the quarterly period
ended June 30, 2003 and September 30, 2003.

The following tables show the previously reported and restated amounts for
each of the periods affected.

* Restated

41

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. 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.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted pursuant to General Instruction I(2) of Form 10-K, except with
respect to compliance with Sections 406 and 407 of the Sarbanes-Oxley
Act of 2002:

a) CODE OF ETHICS FOR FINANCIAL PROFESSIONALS

The Company has approved and adopted a Code of Ethics for
Financial Professions, pursuant to the requirements of Section
406 of the Sarbanes-Oxley Act of 2002 (attached). Any waiver of
the Code of Ethics will be disclosed by the Company by way of a
Form 8-K filing.

b) DESIGNATION OF BOARD FINANCIAL EXPERT

The Company has designated David A. Wheat, Director, Senior
Vice-President and Chief Financial Officer of the Company, as its
Board Financial Expert, pursuant to the requirements of Section
407 of the Sarbanes-Oxley Act of 2002. Because the Company is a
wholly-owned subsidiary of ILIAC, it does not have any outside
directors.

ITEM 11. EXECUTIVE COMPENSATION

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted pursuant to General Instruction I(2) of Form 10-K.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Omitted pursuant to General Instruction I(2) of Form 10-K.

42

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report:

1. Financial statements. See Item 8 on Page 18.

2. Financial statement schedules. See Index to Financial Statement
Schedules on Page 50.

EXHIBITS

1.(a) Principal Underwriting Agreement between Aetna Insurance Company of
America (now ING Insurance Company of America ("IICA" or Registrant"))
and Aetna Investment Services, LLC (now ING Financial Advisers, LLC)
effective as of November 17, 2002, incorporated by reference to
Post-Effective Amendment No. 2 to Registration Statement on Form N-4,
filed with the Securities and Exchange Commission ("SEC") on December
31, 2000 (File No. 333-87131).
3.(i) Articles of Incorporation, as restated January 1, 2002, incorporated
by reference to the Registrant's Form 10-K, as filed with the SEC on
March 28, 2002 (File No. 33-81010).
(ii) By-Laws, as amended and restated January 1, 2002, incorporated by
reference to the Registrant's Form 10-K, as filed with the SEC on
March 28, 2002 (File No. 33-81010).

4.(a) Instruments Defining the Rights of Security Holders, Including
Indentures (Annuity Contracts)

Incorporated herein by reference to Registration Statement on Form N-4,
File No. 33-80750, as amended and filed with the SEC on April 23, 1997.

Incorporated herein by reference to Registration Statement on Form N-4,
File No. 33-59749, as filed with the SEC on June 1, 1995.

Incorporated herein by reference to Post-Effective Amendment No. 4 to
Registration Statement on Form N-4, File No. 33-59749, as filed with
the SEC on April 16, 1997.

Incorporated herein by reference to Post-Effective Amendment No. 6 to
Registration Statement on Form N-4, File No. 33-59749, as filed with
the SEC on November 26, 1997.

Incorporated herein by reference to Post-Effective Amendment No. 8 to
Registration Statement on Form N-4, File No. 33-59749, as filed with
the SEC on April 17, 1998.

Incorporated herein by reference to Registration Statement on Form S-2,
File No. 33-63657, as filed with the SEC on October 25, 1995.

Incorporated herein by reference to Pre-Effective Amendment No. 3 to
the Registration Statement on Form S-2, File No. 33-63657, as filed
with the SEC on January 17, 1996.

Incorporated herein by reference to Post-Effective Amendment No. 3 to
Registration Statement on Form S-2, File No. 33-63657, as filed with
the SEC on November 24, 1997.

43

10. Material Contracts (Management contracts / compensatory plans or
arrangements).

10.(a) Distribution Agreement, dated as of December 13, 2000, between Lion
Connecticut Holdings Inc. ("Lion") and Aetna Inc., incorporated by
reference to ING Life Insurance and Annuity Company's ("ILIAC") Form
10-K filed with the SEC on March 30, 2001 (File No. 33-81010).

10.(b) Employee Benefits Agreement, dated as of December 13, 2000, between
Lion and Aetna Inc., incorporated by reference to ILIAC's Form 10-K
filed with the SEC on March 30, 2001 (File No. 33-81010).

10.(c) Tax Sharing Agreement, dated as of December 13, 2000, among Lion, Aetna
Inc. and ING America Insurance Holdings, Inc., incorporated by
reference to ILIAC's Form 10-K filed with the SEC on March 30, 2001
(File No. 33-81010).

10.(d) Transition Services Agreement, dated as of December 13, 2000, between
Lion and Aetna Inc., incorporated by reference to ILIAC's Form 10-K
filed with the SEC on March 30, 2001 (File No. 33-81010).

10.(e) Lease Agreement, dated as of December 13, 2000, between the
Registrant and ILIAC, incorporated by reference to ILIAC's Form 10-K
filed with the SEC on March 30, 2001 (File No. 33-81010).

10.(f) Real Estate Services Agreement, dated as of December 13, 2000, between
Aetna Inc. and ILIAC, incorporated by reference to ILIAC's Form 10-K
filed with the SEC on March 30, 2001 (File No. 33-81010).

10.(g) Tax Sharing Agreement between IICA and ILIAC, effective January 1,
2001.

10.(h) Tax Sharing Agreement between IICA, ING America Insurance Holdings,
Inc. and affiliated companies, effective January 1, 2001.

10.(i) Services Agreement between IICA and the affiliated companies listed on
Exhibit B to that Agreement, effective January 1, 2001.

10.(j) Services Agreement between IICA and ING North American Insurance
Corporation, Inc., effective January 1, 2001.

10.(k) Investment Advisory Agreement between IICA and ING Investment
Management LLC, effective March 31, 2001.

10.(l) Amendment to Services Agreement between IICA and the affiliated
companies listed on Exhibit B to the Agreement, effective January 1,
2002.

10.(m) Amendment to Investment Advisory Agreement between IICA and ING
Investment Management LLC, effective January 1, 2003.

10.(n) Amendment to Investment Advisory Agreement between IICA and ING
Investment Management, LLC, effective August 26, 2003.

14. ING Code of Ethics for Financial Professionals.

44

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

31.2 Certificate of Keith Gubbay pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

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

32.2 Certificate of Keith Gubbay pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K.

None.

45

INDEX TO FINANCIAL STATEMENT SCHEDULES

Schedules other than those listed above are omitted because they are not
required or not applicable.

46

REPORT OF INDEPENDENT AUDITORS

The Board of Directors
ING Insurance Company of America

We have audited the financial statements of ING Insurance Company of America as
of December 31, 2003 and 2002, and for each of the three years in the period
ended December 31, 2003, and have issued our report thereon dated March 22,
2004. Our audits also included the financial statement schedule listed in Item
15. This schedule is the responsibility of the Company's management. Our
responsibility is to express an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.

/s/ Ernst & Young LLP

Atlanta, Georgia
March 22, 2004

47

SCHEDULE I
Summary of Investments--As of December 31, 2003
(Millions)

* See Notes 2 and 3 of Notes to Financial Statements.

(1) The term "foreign" includes foreign governments, foreign political
subdivisions, foreign public utilities and all other bonds of foreign
issuers. Substantially all of the Company's foreign securities are
denominated in U.S. dollars.

48

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

ING INSURANCE COMPANY OF AMERICA
(Registrant)

Date March 25, 2004 By /s/ David A. Wheat
-------------- ------------------
David A. Wheat
Director, Senior Vice President and
Chief Financial Officer
(Duly Authorized Officer and Principal Financial
Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on or before March 25, 2004.

SIGNATURES TITLE

/s/ David A. Wheat
- --------------------------------------
David A. Wheat Director, Senior Vice President and
Chief Financial Officer

/s/ Keith Gubbay
- --------------------------------------
Keith Gubbay Director and President

/s/ Thomas J. McInerney
- --------------------------------------
Thomas J. McInerney Director and Chairman

/s/ Jacques de Vaucleroy
- --------------------------------------
Jacques de Vaucleroy Director

/s/ Kathleen A. Murphy
- --------------------------------------
Kathleen A. Murphy Director

49