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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2003
--------------
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________________ to
Commission file number: 333-86276, 333-86278, 333-104456
--------------------------------
ING LIFE INSURANCE AND ANNUITY COMPANY
- ----------------------------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CONNECTICUT 71-0294708
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(State or other jurisdiction of incorporation or organization) (IRS employer identification no.)
151 FARMINGTON AVENUE, HARTFORD, CONNECTICUT 06156
- ----------------------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (866) 723-4646
---------------
- ----------------------------------------------------------------------------------------------------------------
Former name, former address and formal fiscal year, if changed since last report
Indicate by check |X| whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 55,000 shares of Common Stock
as of May 12, 2003, all of which were directly owned by Lion Connecticut
Holdings, Inc.
NOTE: WHEREAS ING LIFE INSURANCE AND ANNUITY COMPANY MEETS THE CONDITIONS SET
FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10Q, THIS FORM IS BEING
FILED WITH THE REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL INSTRUCTION H(2).
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.)
Form 10-Q for period ended March 31, 2003
INDEX
PAGE
------------
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements:
Condensed Consolidated Statements of Income 3
Condensed Consolidated Balance Sheets 4
Condensed Consolidated Statements of Changes in Shareholder's Equity 5
Condensed Consolidated Statements of Cash Flows 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Narrative Analysis of the Results of Operations and
Financial Condition 12
Item 4. Controls and Procedures 19
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 20
Item 6. Exhibits and Reports on Form 8-K 20
Signatures 21
Certifications 22
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Millions)
THREE MONTHS ENDED MARCH 31,
2003 2002
------------------ -----------------
Revenues:
Premiums $ 23.8 $ 27.2
Fee income 87.4 118.6
Net investment income 244.5 234.4
Net realized capital gains (losses) 3.5 (16.7)
------------------ -----------------
Total revenue 359.2 363.5
------------------ -----------------
Benefits, losses and expenses:
Benefits:
Interest credited and other benefits to policyholders 194.2 183.0
Underwriting, acquisition, and insurance expenses:
General expenses 101.7 115.0
Commissions 28.8 33.8
Policy acquisition costs deferred (39.5) (44.9)
Amortization of deferred policy acquisition costs and value of business acquired 56.5 32.5
------------------ -----------------
Total benefits, losses and expenses 341.7 319.4
------------------ -----------------
Income before income taxes 17.5 44.1
Income tax expense 5.1 15.2
------------------ -----------------
Net income $ 12.4 $ 28.9
================== =================
See Notes to Condensed Consolidated Financial Statements.
3
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Millions, except share data)
MARCH 31, 2003 DECEMBER 31,
(UNAUDITED) 2002
-------------------- ----------------
ASSETS
Investments:
Fixed maturities, available for sale, at fair value (amortized cost of $15,521.7 at
2003 and $15,041.2 at 2002) $ 16,310.1 $ 15,767.0
Equity securities at fair value:
Nonredeemable preferred stock (cost of $34.2 at 2003 and 2002) 34.2 34.2
Investment in affiliated mutual funds (cost of $206.4 at 2003 and
$203.9 at 2002) 201.6 201.0
Common stock (cost of $0.2 at 2003 and 2002) 0.2 0.2
Mortgage loans on real estate 618.5 576.6
Policy loans 286.2 296.3
Short-term investments 6.2 6.2
Other investments 43.8 52.2
Securities pledged to creditors (amortized cost of $1,201.3 at 2003 and $154.9 at
2002) 1,202.7 155.0
-------------------- ----------------
Total investments 18,703.5 17,088.7
Cash and cash equivalents 84.6 65.4
Short term investments under securities loan agreement 1,301.1 164.3
Accrued investment income 183.0 170.9
Reinsurance recoverable 2,959.2 2,986.5
Deferred policy acquisition costs 242.3 229.8
Value of business acquired 1,399.0 1,438.4
Property, plant and equipment (net of accumulated depreciation of $61.7 at 2003 and
$56.0 at 2002) 44.1 49.8
Other assets 232.5 145.8
Assets held in separate accounts 28,814.8 28,071.1
-------------------- ----------------
Total assets $ 53,964.1 $ 50,410.7
==================== ================
LIABILITIES AND SHAREHOLDER'S EQUITY
Policy liabilities and accruals:
Future policy benefits and claims' reserves $ 3,272.0 $ 3,305.2
Unpaid claims and claim expenses 27.3 30.0
Other policyholder's funds 15,339.1 14,756.0
-------------------- ----------------
Total policy liabilities and accruals 18,638.4 18,091.2
Payables under securities loan agreement 1,301.1 164.3
Current income taxes 97.0 84.5
Deferred income taxes 155.3 163.1
Other liabilities 2,665.6 1,573.7
Liabilities related to separate accounts 28,814.8 28,071.1
-------------------- ----------------
Total liabilities 51,672.2 48,147.9
-------------------- ----------------
Shareholder's equity:
Common stock (100,000 shares authorized; 55,000 shares issued and outstanding, $50.00
per share par value) 2.8 2.8
Additional paid-in capital 4,416.5 4,416.5
Accumulated other comprehensive income 125.0 108.3
Retained deficit (2,252.4) (2,264.8)
-------------------- ----------------
Total shareholder's equity 2,291.9 2,262.8
-------------------- ----------------
Total liabilities and shareholder's equity $ 53,964.1 $ 50,410.7
==================== ================
See Notes to Condensed Consolidated Financial Statements.
4
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
(Unaudited)
(Millions)
THREE MONTHS ENDED MARCH 31,
2003 2002
------------ --------------
Shareholder's equity, beginning of period $ 2,262.8 $ 4,454.3
Comprehensive income (loss):
Net income 12.4 28.9
Other comprehensive income (loss) net of tax: Unrealized gain (loss) on securities ($25.7 and
$(55.6), pretax year to date) 16.7 (36.1)
------------ --------------
Total comprehensive income (loss) 29.1 (7.2)
Contribution of IA Holdco - (60.1)
------------ --------------
Shareholder's equity, end of period $ 2,291.9 $ 4,387.0
============ ==============
See Notes to Condensed Consolidated Financial Statements.
5
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A wholly-owned subsidiary of Lion Connecticut Holdings, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Millions)
THREE MONTHS ENDED MARCH 31,
2003 2002
----------------- -----------------
Net cash provided by (used for) operating activities $ 609.1 $ (45.9)
Cash Flows from Investing Activities:
Proceeds from the sale of:
Fixed maturities available for sale 4,633.8 4,710.4
Equity securities 0.5 2.2
Mortgages 6.6 2.6
Investment maturities and collections of:
Fixed maturities available for sale 1,157.5 488.3
Short-term investments 9.6 2,644.0
Acquisition of investments:
Fixed maturities available for sale (6,467.8) (5,575.7)
Short-term investments - (2,620.9)
Mortgages (48.5) (12.6)
Decrease in policy loans 10.2 11.1
Purchases of property and equipment (0.1) 2.7
Other, net (1.8) (16.3)
----------------- -----------------
Net cash used for investing activities (700.0) (364.2)
Cash Flows from Financing Activities:
Deposits and interest credited for investment contracts 333.1 525.2
Maturities and withdrawals from insurance and investment contracts (185.3) (263.2)
Transfers (to) from separate accounts (37.7) 126.6
----------------- -----------------
Net cash provided by financing activities 110.1 388.6
----------------- -----------------
Net increase (decrease) in cash and cash equivalents 19.2 (21.5)
Cash and cash equivalents, beginning of period 65.4 82.0
----------------- -----------------
Cash and cash equivalents, end of period $ 84.6 $ 60.5
================= =================
See Notes to Condensed Consolidated Financial Statements.
6
ING LIFE INSURANCE AND ANNUITY COMPANY AND SUBSIDIARIES
(A WHOLLY-OWNED SUBSIDIARY OF LION CONNECTICUT HOLDINGS, INC.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
ING Life Insurance and Annuity Company ("ILIAC"), and its wholly-owned
subsidiaries (collectively, the "Company") are providers of financial products
and services in the United States. These condensed consolidated financial
statements include ILIAC and its wholly-owned subsidiaries, ING Insurance
Company of America ("IICA"), ING Financial Advisers, LLC, and, through February
28, 2002, Aetna Investment Adviser Holding Company, Inc. ("IA Holdco"). ILIAC is
a wholly-owned subsidiary of Lion Connecticut Holdings, Inc. ("Lion
Connecticut"). Lion Connecticut is ultimately owned by ING Groep N.V. ("ING"), a
financial services company based in The Netherlands.
On February 28, 2002, ILIAC contributed 100% of the stock of IA Holdco to Lion
Connecticut Holdings, Inc. ("HOLDCO," former ILIAC parent company), resulting in
a distribution totaling $60.1 million. As a result of this transaction, the
Investment Management Services segment is no longer reflected as an operating
segment of the Company.
The condensed consolidated financial statements and notes as of March 31, 2003
and December 31, 2002 and for the three month periods ended March 31, 2003 and
2002 ("interim periods") have been prepared in accordance with accounting
principles generally accepted in the United States of America and are unaudited.
The condensed consolidated financial statements reflect all adjustments
(consisting only of normal recurring accruals) which are, in the opinion of
management, necessary for the fair presentation of the consolidated financial
position, results of operations and cash flows for the interim periods. These
condensed consolidated financial statements and notes should be read in
conjunction with the consolidated financial statements and related notes as
presented in the Company's 2002 Annual Report on Form 10-K. The results of
operations for the interim periods should not be considered indicative of
results to be expected for the full year. Certain reclassifications have been
made to 2002 financial information to conform to the 2003 presentation.
The Company conducts its business through one reporting segment, U.S. Financial
Services ("USFS"), and all revenue reported by the Company is derived from
external customers.
2. RECENTLY ADOPTED ACCOUNTING STANDARDS
ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS
During 2002, the Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("FAS") No. 142, "Goodwill and Other
Intangible Assets" ("FAS No. 142"). The adoption of this standard resulted in an
impairment loss of $2,412.1 million which was recorded by the Company in the
fourth quarter of 2002. This impairment loss represents the entire carrying
amount of goodwill, net of accumulated amortization. This impairment charge was
shown as a change in accounting principle on the December 31, 2002 Consolidated
Income Statement. Effective January 1, 2002, the Company applied the
non-amortization provision of the new standard, therefore, the Company's net
income is comparable for all periods presented.
7
3. DEFERRED POLICY ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED
Deferred Policy Acquisition Costs ("DAC") is an asset, which represents certain
costs of acquiring certain insurance business, which are deferred and amortized.
These costs, all of which vary with and are primarily related to the production
of new and renewal business, consist principally of commissions, certain
underwriting and contract issuance expenses, and certain agency expenses. Value
of business acquired ("VOBA") is an asset, which represents the present value of
estimated net cash flows embedded in the Company's contracts, which existed at
the time the Company was acquired by ING. DAC and VOBA are evaluated for
recoverability at each balance sheet date and these assets are reduced to the
extent that gross profits are inadequate to recover the asset.
The amortization methodology varies by product type based upon two accounting
standards: FAS No. 60, "Accounting and Reporting by Insurance Enterprises" ("FAS
No. 60") and FAS No. 97, "Accounting and Reporting by Insurance Enterprises for
Certain Long-Duration Contracts and Realized Gains and Losses from the Sale of
Investments" ("FAS No. 97").
Under FAS No. 60, acquisition costs for traditional life insurance products,
which primarily include whole life and term life insurance contracts, are
amortized over the premium payment period in proportion to the premium revenue
recognition.
Under FAS No. 97, acquisition costs for universal life and investment-type
products, which include universal life policies and fixed and variable deferred
annuities, are amortized over the life of the blocks of policies (usually 25
years) in relation to the emergence of estimated gross profits from surrender
charges, investment margins, mortality and expense margins, asset-based fee
income, and actual realized gains (losses) on investments. Amortization is
adjusted retrospectively when estimates of current or future gross profits to be
realized from a group of products are revised.
VOBA activity for the three months ended March 31, 2003 was as follows:
(MILLIONS)
- -----------------------------------------------------
Balance at December 31, 2002 $ 1,438.4
Adjustment for FAS No. 115 (3.8)
Additions 8.3
Interest accrued at 7% 24.0
Amortization (67.9)
- -----------------------------------------------------
Balance at March 31, 2003 $ 1,399.0
=====================================================
8
4. INVESTMENTS
IMPAIRMENTS
During the first three months of 2003, the Company determined that fifty-eight
fixed maturities had other than temporary impairments. As a result, for the
three months ended March 31, 2003, the Company recognized a pre-tax loss of
$42.1 million to reduce the carrying value of the fixed maturities to their fair
value of $151.9 million at the time of impairment. During the first three months
of 2002, the Company determined that nine fixed maturities had other than
temporary impairments. As a result, for the three months ended March 31, 2002,
the Company recognized a pre-tax loss of $3.2 million to reduce the carrying
value of the fixed maturities to their fair value of $9.0 million.
5. SEVERANCE
In December 2001, ING announced its intentions to further integrate and
streamline the U.S.-based operations of ING Americas (a business division of ING
which includes the Company) in order to build a more customer-focused
organization. During the first quarter 2003, the Company performed a detailed
analysis of its severance accrual. As part of this analysis, the Company revised
the initial estimate of positions to eliminate from 580 to 515 (corrected from
the Annual Report on Form 10-K) and extended the date of expected completion for
severance actions to June 30, 2003.
Activity for the three months ended March 31, 2003 within the severance
liability and positions eliminated related to such actions were as follows:
(MILLIONS) LIABILITY POSITIONS
- ----------------------------------------------------------------------------------
Balance at December 31, 2002 $ 9.2 75
Payments/terminations (2.6) (21)
- ----------------------------------------------------------------------------------
Balance at March 31, 2003 $ 6.6 54
==================================================================================
6. INCOME TAXES
The Company's effective tax rates for the three months ended March 31, 2003 and
2002 were 29.1% and 34.5%, respectively. This decrease results primarily from an
increase in the deduction allowed for dividends received combined with a
decrease in pre-tax earnings.
7. COMMITMENTS AND CONTINGENT LIABILITIES
COMMITMENTS
Through the normal course of investment operations, the Company commits to
either purchase or sell securities, commercial mortgage loans or money market
instruments at a specified future date and at a specified price or yield. The
inability of counterparties to honor these commitments may result in either
higher or lower replacement cost. Also, there is likely to be a change in the
value of the securities underlying the commitments. At March 31, 2003 and
9
December 31, 2002, the Company had off-balance sheet commitments to purchase
investments equal to the fair value of $224.5 million and $236.7 million,
respectively.
LITIGATION
The Company is a party to threatened or pending lawsuits arising from the normal
conduct of business. Due to the climate in insurance and business litigation,
suits against the Company sometimes include claims for substantial compensatory,
consequential or punitive damages and other types of relief. Moreover, certain
claims are asserted as class actions, purporting to represent a group of
similarly situated individuals. While it is not possible to forecast the outcome
of such lawsuits, in light of existing insurance, reinsurance and established
reserves, it is the opinion of management that the disposition of such lawsuits
will not have a materially adverse effect on the Company's operations or
financial position.
10
8. SEGMENT INFORMATION
The Company's realignment of Worksite Products and Individual Products operating
segments into one reporting segment (USFS) is reflected in the restated
summarized financial information for the period ended March 31, 2002 in the
table below (refer to Note 1). Effective with the third quarter of 2002, items
that were previously not allocated to USFS but reported in the Other segment are
now allocated to USFS and reported in the restated financial information for the
period ending March 31, 2002.
Summarized financial information for the Company's principal operations for the
three months ended March 31, 2003 and 2002 was as follows:
NON-OPERATING SEGMENTS
-------------------------
INVESTMENT
MANAGEMENT
(MILLIONS) (UNAUDITED) USFS (1) SERVICES (2) OTHER (3) TOTAL
- -------------------------------------------------------------------------------------------------------------------------
2003
Revenues from external customers $ 111.2 $ - $ - $ 111.2
Net investment income 244.5 - - 244.5
- -------------------------------------------------------------------------------------------------------------------------
Total revenue excluding net realized capital gains (losses) $ 355.7 $ - $ - $ 355.7
=========================================================================================================================
Operating earnings (4) $ 10.2 $ - $ - $ 10.2
Net realized capital gains, net of tax 2.2 - - 2.2
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 12.4 $ - $ - $ 12.4
=========================================================================================================================
2002
Revenues from external customers $ 136.1 $ 19.2 $ (9.5) $ 145.8
Net investment income 234.1 0.2 0.1 234.4
- -------------------------------------------------------------------------------------------------------------------------
Total revenue excluding net realized capital gains (losses) $ 370.2 $ 19.4 $ (9.4) $ 380.2
=========================================================================================================================
Operating earnings (4) $ 35.1 $ 4.7 $ - $ 39.8
Net realized capital losses, net of tax (10.9) - - (10.9)
- -------------------------------------------------------------------------------------------------------------------------
Net income $ 24.2 $ 4.7 $ - $ 28.9
=========================================================================================================================
(1) USFS includes deferred annuity contracts that fund defined contribution and
deferred compensation plans, immediate annuity contracts; mutual funds;
distribution services for annuities and mutual funds; programs offered to
qualified plans and nonqualified deferred compensation plans that package
administrative and record-keeping services along with a menu of investment
options; wrapper agreements containing certain benefit responsive
guarantees that are entered into with retirement plans, whose assets are
not invested with the Company; investment advisory services and pension
plan administrative services. USFS also includes deferred and immediate
annuity contracts, both qualified and nonqualified, that are sold to
individuals and provide variable or fixed investment options or a
combination of both.
(2) Investment Management Services include: investment advisory services to
affiliated and unaffiliated institutional and retail clients; underwriting;
distribution for Company mutual funds and a former affiliate's separate
accounts; and trustee, administrative and other services to retirement
plans. On February 28, 2002, IA Holdco and its subsidiaries, which
comprised this segment, were distributed to HOLDCO (refer to Note 1).
(3) Other includes consolidating adjustments between USFS and Investment
Management Services.
(4) Operating earnings is comprised of net income (loss) excluding net realized
capital gains and losses. While operating earnings is the measure of profit
or loss used by the Company's management when assessing performance or
making operating decisions, it does not replace net income as a measure of
profitability.
11
ITEM 2. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
OVERVIEW
The following narrative analysis of the results of operations and financial
condition presents a review of the ING Life Insurance and Annuity Company
("ILIAC", or the "Company") as of March 31, 2003 and December 31, 2002 and for
the three month periods ended March 31, 2003 and 2002. This review should be
read in conjunction with the condensed consolidated financial statements and
other data presented herein, as well as the "Management's Narrative Analysis of
the Results of Operations and Financial Condition" section contained in the
Company's 2002 Annual Report on Form 10-K.
NATURE OF BUSINESS
The Company offers qualified and nonqualified annuity contracts that include a
variety of funding and payout options for individuals and employer sponsored
retirement plans qualified under Internal Revenue Code Sections 401, 403 and
457, as well as nonqualified deferred compensation plans. Annuity contracts may
be deferred or immediate (payout annuities). These products also include
programs offered to qualified plans and nonqualified deferred compensation plans
that package administrative and record-keeping services along with a variety of
investment options, including affiliated and nonaffiliated mutual funds and
variable and fixed investment options. In addition, the Company also offers
wrapper agreements entered into with retirement plans which contain certain
benefit responsive guarantees (i.e. liquidity guarantees of principal and
previously accrued interest for benefits paid under the terms of the plan) with
respect to portfolios of plan-owned assets not invested with the Company. The
Company also offers investment advisory services and pension plan administrative
services.
RECENTLY ADOPTED ACCOUNTING STANDARDS
ACCOUNTING FOR GOODWILL AND OTHER INTANGIBLE ASSETS
During 2002, the Company adopted Financial Accounting Standards Board ("FASB")
Statement of Financial Accounting Standards ("FAS") No. 142, "Goodwill and Other
Intangible Assets" ("FAS No.142"). The adoption of this standard resulted in an
impairment loss of $2,412.1 million which was recorded by the Company in the
fourth quarter of 2002. This impairment loss represents the entire carrying
amount of goodwill, net of accumulated amortization. This impairment charge was
shown as a change in accounting principle on the December 31, 2002 Consolidated
Income Statement. Effective January 1, 2002, the Company applied the
non-amortization provision of the new standard, therefore, the Company's net
income is comparable for all periods presented.
CRITICAL ACCOUNTING POLICIES
GENERAL
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires the use of estimates and
assumptions in certain circumstances. These estimates and assumptions are
evaluated on an on-going basis based on historical developments, market
conditions, industry trends and other information that is
12
reasonable under the circumstances. There can be no assurance that actual
results will conform to estimates and assumptions, and that reported results of
operations will not be affected in a materially adverse manner by the need to
make future accounting adjustments to reflect changes in these estimates and
assumptions from time to time.
The Company has identified the following estimates as critical in that they
involve a higher degree of judgment and are subject to a significant degree of
variability. In developing these estimates management makes subjective and
complex judgments that are inherently uncertain and subject to material change
as facts and circumstances develop. Although variability is inherent in these
estimates, management believes the amounts provided are appropriate based upon
the facts available upon compilation of the condensed consolidated financial
statements.
INVESTMENT IMPAIRMENT TESTING
The Company reviews the general account investments for impairments by 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, the Company reduces the
carrying value of those investments to the current fair value and records
impairment losses for the difference.
AMORTIZATION OF DEFERRED ACQUISITION COSTS AND VALUE OF BUSINESS ACQUIRED
Deferred policy acquisition costs ("DAC") and value of business acquired
("VOBA") are amortized with interest over the life of the contracts (usually 25
years) in relation to the present value of estimated gross profits from
projected interest margins, asset-based fees, policy administration and
surrender charges less policy maintenance fees.
Changes in assumptions can have a significant impact on the calculation of
DAC/VOBA and its related amortization patterns. Due to the relative size of the
DAC/VOBA balance and the sensitivity of the calculation to minor changes in the
underlying assumptions and the related volatility that could result in the
reported DAC/VOBA balance, the Company performs a quarterly analysis of
DAC/VOBA. At each balance sheet date, actual historical gross profits are
reflected and expected future gross profits and related assumptions are
evaluated for continued reasonableness.
Any adjustment in estimated profit requires that the amortization rate be
revised retroactively to the date of policy or contract issuance ("unlocking"),
which could be significant. The cumulative difference related to prior periods
is recognized as a component of the current period's amortization, along with
amortization associated with the actual gross profits of the period. In general,
increases in estimated returns result in increased expected future profitability
and may lower the rate of amortization, while increases in lapse/surrender and
mortality assumptions or decreases in returns reduce the expected future
profitability of the underlying business and may increase the rate of
amortization.
One of the most significant assumptions involved in the estimation of future
gross profits for variable universal life and deferred annuity products is the
assumed return associated with future separate account performance. To reflect
the near-term and long-term volatility in the
13
equity markets this assumption involves a combination of near-term expectations
and a long-term assumption about market performance. The overall return
generated by the separate account is dependent on several factors, including the
relative mix of the underlying sub-accounts among bond funds and equity funds as
well as equity sector weightings.
FORWARD-LOOKING INFORMATION/RISK FACTORS
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, the Company cautions readers regarding certain
forward-looking statements contained in this report and in any other statements
made by, or on behalf of, the Company, whether or not in future filings with the
Securities and Exchange Commission ("SEC"). Forward-looking statements are
statements not based on historical information and which relate to future
operations, strategies, financial results, or other developments. Statements
using verbs such as "expect," "anticipate," "believe" or words of similar import
generally involve forward-looking statements. Without limiting the foregoing,
forward-looking statements include statements which represent the Company's
beliefs concerning future levels of sales and redemptions of the Company's
products, investment spreads and yields, or the earnings and profitability of
the Company's activities.
Forward-looking statements are necessarily based on estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond the Company's control
and many of which are subject to change. These uncertainties and contingencies
could cause actual results to differ materially from those expressed in any
forward-looking statements made by, or on behalf of, the Company.
Whether or not actual results differ materially from forward-looking statements
may depend on numerous foreseeable and unforeseeable developments. Some may be
national in scope, such as general economic conditions, changes in tax law and
changes in interest rates (for additional information, see the Legal Initiatives
section below). Some may be related to the insurance industry generally, such as
pricing competition, regulatory developments and industry consolidation. Others
may relate to the Company specifically, such as credit, volatility and other
risks associated with the Company's investment portfolio. Investors are also
directed to consider other risks and uncertainties discussed in documents filed
by the Company with the SEC. The Company disclaims any obligation to update
forward-looking information.
14
RESULTS OF OPERATIONS
USFS
THREE MONTHS ENDED MARCH 31,
(Millions) (Unaudited) 2003 2002
- ------------------------------------------------------------------------------------------------------------------------------
Premiums $ 23.8 $ 27.2
Fee income 87.4 108.9
Net investment income 244.5 234.1
Net realized capital gains (losses) 3.5 (16.7)
- ------------------------------------------------------------------------------------------------------------------------------
Total revenue 359.2 353.5
- ------------------------------------------------------------------------------------------------------------------------------
Interest credited and other benefits to policyholders 194.2 183.0
Underwriting, acquisition, and insurance expenses:
General expenses 101.7 112.2
Commissions 28.8 33.8
Policy acquisition costs deferred (39.5) (44.9)
Amortization of deferred policy acquisition costs and value of
business acquired 56.5 32.5
- ------------------------------------------------------------------------------------------------------------------------------
Total benefits and expenses 341.7 316.6
- ------------------------------------------------------------------------------------------------------------------------------
Income from operations before income taxes 17.5 36.9
Income tax expense 5.1 12.7
- ------------------------------------------------------------------------------------------------------------------------------
Net income $ 12.4 $ 24.2
==============================================================================================================================
Deposits (not included in premiums above):
Annuities -fixed options $ 425.4 317.4
Annuities -variable options 1,050.5 1,357.2
- ------------------------------------------------------------------------------------------------------------------------------
Total - deposits $ 1,475.9 $ 1,674.6
==============================================================================================================================
Assets under management:
Annuities - fixed options (1) $ 15,359.2 $ 13,615.3
Annuities - variable options (2) 22,603.1 28,789.0
- ------------------------------------------------------------------------------------------------------------------------------
Subtotal - annuities 37,962.3 42,404.3
Plan Sponsored and Other 6,618.8 9,154.3
- ------------------------------------------------------------------------------------------------------------------------------
Total - assets under management 44,581.1 51,558.6
Assets under administration (3) 17,012.3 11,470.0
- ------------------------------------------------------------------------------------------------------------------------------
Total assets under management and administration $ 61,593.4 $ 63,028.6
==============================================================================================================================
(1) Excludes net unrealized capital gains of $789.8 million and $98.4 million
at March 31, 2003 and 2002, respectively.
(2) Includes $9,112.0 million at March 31, 2003 and $11,704.5 million at March
31, 2002 related to deposits into the Company's products and invested in
unaffiliated mutual funds.
(3) Represents assets for which the Company provides administrative services
only.
Premiums for the three months ended March 31, 2003 decreased by $3.4 million
compared to the same period in 2002, primarily due to a decrease in immediate
annuities with life contingencies.
Fee income for the three months ended March 31, 2003 decreased by $21.5 million
compared to the same period in 2002, primarily due to the decrease in average
variable assets under management by the Company. Substantially all of the fee
income on variable assets is calculated based on assets under management and
administration, which decreased due to the continued decline in the equity
markets, and customer transfers to fixed options.
Net investment income for the three months ended March 31, 2003 increased by
$10.4 million compared to the same period in 2002. This increase in net
investment income is primarily due to an increase in assets under management
with fixed options partially offset by lower investments yields.
15
Net realized capital gains for the three months ended in March 31, 2003
increased by $20.2 million compared to the same period in 2002 primarily due to
a decrease in the 10-year treasury rate between the comparative periods. A
significant variable affecting realized gains and losses is the 10-year treasury
yield, this rate decreased between March 31, 2002 and 2003. In a declining rate
environment, the market value of fixed maturities held in the Company's
portfolio increase assuming no credit deterioration. The increase in net
realized gains reflects the impact of this variable on the overall sale of fixed
maturities.
Interest credited and other benefits to the policyholders for the three months
ended March 31, 2003 increased by $11.2 million compared to the same period in
2002, primarily due to an increase in assets under management with fixed options
partially offset by a decrease in credited rates to policyholders.
Underwriting, acquisition, and insurance expenses for the three months ended
March 31, 2003 decreased by $10.1 million compared to the same period in 2002,
primarily due to a decrease in general expenses and commissions slightly offset
by a decrease in policy acquisition costs deferred. General expenses decreased
primarily due to lower employee related costs due to the Company's 2002
restructuring efforts. Commissions decreased during the period as a result of a
decrease in new and renewal business (fee income) generated during the three
months ended March 31, 2003 as compared to the same period in 2002.
Amortization of deferred policy acquisition costs and value of business acquired
for the three months ended March 31, 2003, increased by $24.0 million compared
to the same period in 2002. Amortization of long-duration products is recorded
in proportion to actual and estimated future gross profits. Estimated gross
profits are computed based on underlying assumptions related to the underlying
contracts, including but not limited to interest margins, mortality, lapse,
premium persistency, expenses, and asset growth. The increase in the
amortization of deferred policy acquisition costs and value of insurance
acquired reflects the impact of these variables on the overall book of business.
Net income decreased by $11.8 million for the three months ended March 31, 2003,
as compared to the three months ended March 31, 2002. Lower earnings are
primarily the result of increases to the amortization of value of business
acquired, higher interest credited and other benefits to policyholders and lower
fee income partially offset by higher investment income, net realized capital
gains and lower underwriting, acquisition and insurance expenses.
NON-OPERATING SEGMENT
The non-operating segment of the Company relates to Investment Management
Services, which is comprised of IA Holdco and its subsidiaries, which were
distributed to HOLDCO on February 28, 2002 (refer to Note 1 of the Condensed
Consolidated Notes to the Financial Statements).
Investment Management Services' net income for the three months ended March 31,
2002 was $4.7 million. The 2002 results reflect operating results through
February 28, 2002 only.
16
FINANCIAL CONDITION
INVESTMENTS
FIXED MATURITIES
At March 31, 2003 and December 31, 2002, the Company's carrying value of
available for sale fixed maturities including fixed maturities pledged to
creditors (hereinafter referred to as "total fixed maturities") represented 94%
of the total general account invested assets. For the same periods, $12,807.8
million, or 73% of total fixed maturities including securities pledged to
creditors, and $11,808.4 million, or 74% of total fixed maturities,
respectively, supported experience-rated products. Total fixed maturities
including securities pledged to creditors reflected net unrealized capital gains
of $789.8 million and $725.9 million at March 31, 2003 and December 31, 2002,
respectively.
It is management's objective that the portfolio of fixed maturities be of high
quality and be well diversified by market sector. The fixed maturities in the
Company's portfolio are generally rated by external rating agencies and, if not
externally rated, are rated by the Company on a basis believed to be similar to
that used by the rating agencies. The average quality rating of the Company's
fixed maturities portfolio was AA- at March 31, 2003 and December 31, 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:
MARCH 31, 2003 DECEMBER 31, 2002
- -------------------------------------------------------------------------
AAA 53.8% 51.9%
AA 5.0 5.0
A 19.3 20.2
BBB 18.5 19.2
BB 2.4 2.5
B and Below 1.0 1.2
- -------------------------------------------------------------------------
Total 100.0% 100.0%
=========================================================================
The percentage of total fixed maturities by market sector is as follows:
MARCH 31, 2003 DECEMBER 31, 2002
- ----------------------------------------------------------------------------------------
U.S. Corporate 37.2% 40.7%
Residential Mortgage-backed 36.5 34.9
Commercial/Multifamily Mortgage-backed 8.5 8.7
Foreign (1) 9.9 9.4
U.S. Treasuries/Agencies 2.6 0.5
Asset-backed 5.3 5.8
- ----------------------------------------------------------------------------------------
Total 100.0% 100.0%
========================================================================================
(1) Primarily U.S. dollar denominated
The Company analyzes the general account investments to determine whether there
has been an other than temporary decline in fair value below the amortized cost
basis in accordance with FAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities."
17
Management considers the length of time and the extent to which the fair value
has been less than amortized cost; the financial condition and near-term
prospects of the issuer; future economic conditions and market forecasts; and
the Company's intent and ability to retain the investment in the issuer for a
period of time sufficient to allow for recovery in fair value. If it is probable
that all amounts due according to the contractual terms of a debt security will
not be collected, an other than temporary impairment is considered to have
occurred.
In addition, the Company invests in structured securities that meet the criteria
of Emerging Issues Task Force ("EITF") Issue No. 99-20 "Recognition of Interest
Income and Impairment on Purchased and Retained Beneficial Interests in
Securitized Financial Assets." Under EITF Issue No. 99-20, a determination of
the required impairment is based on credit risk and the possibility of
significant prepayment risk that restricts the Company's ability to recover the
investment. An impairment is recognized if the fair value of the security is
less than book value and there has been an adverse change in cash flow since the
last remeasurement date.
When a decline in fair value is determined to be other than temporary, the
individual security is written down to fair value and the loss is accounted for
as a realized loss.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity is the ability of the Company to generate sufficient cash flows to
meet the cash requirements of operating, investing, and financing activities.
The Company's principal sources of liquidity are deposits on contracts, product
charges, investment income, maturing investments, and capital contributions.
Primary uses of liquidity are payments of commissions and operating expenses,
interest and premium credits, investment purchases, as well as withdrawals and
surrenders.
The Company's liquidity position is managed by maintaining adequate levels of
liquid assets, such as cash or cash equivalents and short-term investments.
Additional sources of liquidity include a borrowing facility to meet short-term
cash requirements. The Company maintains a reciprocal loan agreement with ING
America Insurance Holdings, Inc. ("ING AIH"), a Delaware corporation and
affiliate. Under this agreement, which became effective in June 2001 and expires
in April 2011, the Company and ING AIH can borrow up to 3% of the Company's
statutory admitted assets as of the preceding December 31 from one another.
Management believes that its sources of liquidity are adequate to meet the
Company's short-term cash obligations.
The National Association of Insurance Commissioners' ("NAIC") risk-based capital
requirements require insurance companies to calculate and report information
under a risk-based capital formula. These requirements are intended to allow
insurance regulators to monitor the capitalization of insurance companies based
upon the type and mixture of risks inherent in a Company's operations. The
formula includes components for asset risk, liability risk, interest rate
exposure, and other factors. The Company has complied with the NAIC's risk-based
capital reporting requirements. Amounts reported indicate that the Company has
total adjusted capital above all required capital levels.
18
LEGISLATIVE INITATIVES
During 2003, the Bush Administration introduced a budget proposing changes to
federal income taxes, which Congress is now considering. The main item is the
elimination of the double taxation of corporate dividends. Other legislative
proposals under consideration would repeal the estate tax permanently and make
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 is uncertain at this time.
ITEM 4. CONTROLS AND PROCEDURES
a) Within the 90-day period prior to the filing of this report, the Company
carried out an evaluation, under the supervision and with the participation
of its management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-14 of
the Securities Exchange Act of 1934). Based on that evaluation, the Chief
Executive Officer and the Chief Financial Officer have concluded that the
Company's current disclosure controls and procedures are effective in
ensuring that material information relating to the Company required to be
disclosed in the Company's periodic SEC filings is made known to them in a
timely manner.
b) There have not been any significant changes in the internal controls of the
Company or other factors that could significantly affect these internal
controls subsequent to the date the Company carried out its evaluation.
19
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is a party to threatened or pending lawsuits arising from the normal
conduct of business. Due to the climate in insurance and business litigation,
suits against the Company sometimes include claims for substantial compensatory,
consequential or punitive damages and other types of relief. Moreover, certain
claims are asserted as class actions, purporting to represent a group of
similarly situated individuals. While it is not possible to forecast the outcome
of such lawsuits, in light of existing insurance, reinsurance and established
reserves, it is the opinion of management that the disposition of such lawsuits
will not have a materially adverse effect on the Company's operations or
financial position.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
4.(a) Instruments Defining the Rights of Security Holders, Including Indentures
(Annuity Contracts)
Incorporated by reference to Post-Effective Amendment No. 28 to
Registration Statement on Form N-4 (File No. 33-75988), as filed on April
10, 2003.
Incorporated by reference to Post-Effective Amendment No. 24 to
Registration Statement on Form N-4 (File No. 33-81216), as filed on April
11, 2003.
Incorporated by reference to Post-Effective Amendment No. 18 to
Registration Statement on Form N-4 (33-75980), as filed on April 16, 2003.
(b) Reports on form 8-K.
None.
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ING LIFE INSURANCE AND ANNUITY COMPANY
--------------------------------------
(Registrant)
May 12, 2003 By /s/ Cheryl L. Price
- ------------- ---------------------------------------------------------
(Date) Cheryl L. Price
Vice President, Chief Financial Officer and Chief
Accounting Officer
(Duly Authorized Officer and Principal Financial Officer)
21
CERTIFICATION
I, Cheryl L. Price, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ING Life Insurance
and Annuity Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusion about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies, defenses
and material weaknesses.
Date: May 12, 2003
------------
By /s/ Cheryl L. Price
---------------------------------------------
Cheryl L. Price
Vice President, Chief Financial Officer and Chief Accounting Officer
(Duly Authorized Officer and Principal Financial Officer)
22
CERTIFICATION
I, Keith Gubbay, certify that:
1. I have reviewed this quarterly report on Form 10-Q of ING Life Insurance
and Annuity Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusion about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies, defenses
and material weaknesses.
Date May 12, 2003
------------
By /s/ Keith Gubbay
----------------------------
Keith Gubbay
President
(Duly Authorized Officer and Principal Officer)
23
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Life
Insurance and Annuity Company (the "Company") hereby certifies that, to the
officer's knowledge, the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2003 (the "Report") fully complies with the
requirements of Section 13(a) or 15(d), as applicable, of the Securities
Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.
May 12, 2003 By /s/ Cheryl L. Price
- ------------- -------------------------------------------------
(Date) Cheryl L. Price
Vice President, Chief Financial Officer and Chief
Accounting Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document.
24
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350, the undersigned officer of ING Life
Insurance and Annuity Company (the "Company") hereby certifies that, to the
officer's knowledge, the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2003 (the "Report") fully complies with the requirements of
Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934
and that the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
May 12, 2003 By /s/ Keith Gubbay
- ------------- ---------------------------------------
(Date) Keith Gubbay
President
The foregoing certification is being furnished solely pursuant to 18 U.S.C.
Section 1350 and is not being filed as part of the Report or as a separate
disclosure document.
25