<Page>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

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


For the quarterly period ended September 30, 2001
                               ------------------

                                                 Commission file number 33-81010
                                                                        --------
                       AETNA INSURANCE COMPANY OF AMERICA
--------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     Florida                                           06-1286272
--------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

5100 West Lemon Street, Suite 213, Tampa, Florida               33609
--------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

Registrant's telephone number, including area code     (860) 273-0123
                                                   -----------------------------

       None
--------------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR IF CHANGED SINCE LAST
REPORT)


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

                         Yes     X               No
                            -------------          -------------

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                            Shares Outstanding
Title of Class                                              at November 9, 2001
--------------                                              -------------------
Common Capital Stock, par value $100                              25,500

The registrant meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q and is therefore filing this Form with the reduced disclosure
format.


<Page>


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


                                TABLE OF CONTENTS
<Table>
<Caption>

                                                                             PAGE
                                                                         ----------
<S>            <C>                                                     <C>
PART I.        FINANCIAL INFORMATION

   Item 1.     Financial Statements (Unaudited):
                  Statements of Income                                          3
                  Balance Sheets                                                4
                  Statements of Changes in Shareholder's Equity                 5
                  Statements of Cash Flows                                      6
                  Condensed Notes to Financial Statements                       7
               Independent Accountants' Review Report                          12

   Item 2.     Management's Analysis of the Results of Operations              13


PART II.       OTHER INFORMATION

   Item 1.     Legal Proceedings                                               17

   Item 5.     Other Information                                               17

   Item 6.     Exhibits and Reports on Form 8-K                                17

Signature                                                                      18
</Table>

                                       2
<Page>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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

                              STATEMENTS OF INCOME
                                   (Unaudited)
                                   (millions)

<Table>
<Caption>

                                                         THREE MONTHS ENDED SEPTEMBER 30,       NINE MONTHS ENDED SEPTEMBER 30,
                                                       -----------------------------------    -----------------------------------

                                                                2001               2000                2001               2000
                                                       ----------------   ----------------    ----------------   ----------------
<S>                                                    <C>                <C>                 <C>                <C>
Revenues:
   Charges assessed against policyholders                        $ 3.1              $ 4.7              $ 10.1             $ 13.6
   Net investment income                                           2.4                3.0                 7.6                8.3
   Net realized capital (losses) gains                            (0.4)               0.1                 0.3               (0.8)
   Other income                                                    0.4                0.3                 1.0                1.1
                                                       ----------------   ----------------    ----------------   ----------------
        Total revenue                                              5.5                8.1                19.0               22.2
                                                       ----------------   ----------------    ----------------   ----------------

Benefits and expenses:
   Current and future benefits                                     2.1                1.8                 5.6                5.7
   Operating expenses:
      Salaries and related benefits                                0.2                0.3                 0.5                0.8
      Other                                                        0.4                0.9                 1.8                3.0
   Amortization of deferred policy acquisition costs
     and value of business acquired                                1.4                1.5                 4.8                4.3
   Amortization of goodwill                                        0.7                  -                 1.9                  -
                                                       ----------------   ----------------    ----------------   ----------------
        Total benefits and expenses                                4.8                4.5                14.6               13.8
                                                       ----------------   ----------------    ----------------   ----------------

Income before income taxes                                         0.7                3.6                 4.4                8.4

Income taxes                                                       0.1                0.8                 1.8                2.4
                                                       ----------------   ----------------    ----------------   ----------------

Net income                                                       $ 0.6              $ 2.8               $ 2.6              $ 6.0
                                                       ================   ================    ================   ================
</Table>

See Condensed Notes to Financial Statements.

                                       3
<Page>


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

                                 BALANCE SHEETS
                          (millions, except share data)

<Table>
<Caption>

                                                                                     SEPTEMBER 30,          DECEMBER 31,
                                                                                         2001                   2000
                                                                                   ------------------     -----------------
ASSETS                                                                                (UNAUDITED)
------
<S>                                                                                <C>                    <C>
Investments:
  Debt securities, available for sale, at fair value
     (amortized cost: $118.4 and $125.8)                                                $   123.8             $   126.5
  Equity securities, at fair value
     Nonredeemable preferred stock (amortized cost: $1.1)                                       -                   1.0
  Short-term investments                                                                        -                   0.4
Securities pledged to creditors (amortized cost: $10.0 and $8.0)                             10.5                   8.1
Cash and cash equivalents                                                                     2.2                   9.1
Short-term investments under securities loan agreement                                       10.5                   8.4
Deferred policy acquisition costs                                                             0.2                     -
Value of business acquired                                                                   54.4                  58.7
Accrued investment income                                                                     1.7                   1.7
Premiums due and other receivables                                                           10.6                   4.7
Goodwill                                                                                     97.5                  98.9
Other assets                                                                                  1.1                   1.1
Separate Accounts assets                                                                    777.3               1,007.8
                                                                                ------------------     -----------------

                Total assets                                                            $ 1,089.8             $ 1,326.4
                                                                                ==================     =================

LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
  Policyholders' funds left with the Company                                                 98.8                 110.3
  Payables under securities loan agreement                                                   10.5                   8.4
  Other liabilities                                                                           0.4                   3.7
  Due to parent and affiliates                                                                2.6                   3.8
  Income taxes:
     Current                                                                                  0.6                     -
     Deferred                                                                                10.5                   7.8
  Separate Accounts liabilities                                                             777.3               1,007.8
                                                                                ------------------     -----------------
                Total liabilities                                                           900.7               1,141.8
                                                                                ------------------     -----------------

Shareholder's equity:
  Common capital stock, par value $100 (35,000 shares
   authorized, 25,500 issued and outstanding)                                                 2.5                   2.5
  Paid-in capital                                                                           181.3                 181.3
  Accumulated other comprehensive income                                                      2.1                   0.2
  Retained earnings                                                                           3.2                   0.6
                                                                                ------------------     -----------------
                 Total shareholder's equity                                                 189.1                 184.6
                                                                                ------------------     -----------------

                 Total liabilities and shareholder's equity                             $ 1,089.8             $ 1,326.4
                                                                                ==================     =================
</Table>


See Condensed Notes to Financial Statements.

                                       4
<Page>


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

                  STATEMENTS OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (Unaudited)
                                   (millions)

<Table>
<Caption>

                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                            ----------------------------------
                                                                   2001               2000
                                                            ---------------    ---------------
<S>                                                         <C>                <C>
Shareholder's equity, beginning of period                          $ 184.6             $ 73.4

Comprehensive income
    Net income                                                         2.6                6.0
    Other comprehensive income, net of tax:
         Unrealized gains on securities
         ($2.9 million, $1.6 million, pretax)                          1.9                1.0
                                                            ---------------    ---------------
  Total comprehensive income                                           4.5                7.0
                                                            ---------------    ---------------

Common stock issued                                                      -                2.4

Dividends paid to parent                                                 -               (2.4)
                                                            ---------------    ---------------

Shareholder's equity, end of period                                $ 189.1             $ 80.4
                                                            ===============    ===============
</Table>


See Condensed Notes to Financial Statements.


                                       5
<Page>


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

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (millions)

<Table>
<Caption>

                                                                                     NINE MONTHS ENDED SEPTEMBER 30,
                                                                                   ----------------------------------
                                                                                           2001               2000
                                                                                   ---------------    ---------------
<S>                                                                                <C>                <C>
Cash Flows from Operating Activities:
Net income                                                                                 $  2.6             $  6.0
Adjustments to reconcile net income to net cash provided by
operating activities:
     Net realized capital (gains) losses                                                     (0.3)               0.8
     Changes in assets and liabilities:
            Net accretion of discount on debt securities                                     (0.2)                 -
            Increase in accrued investment income                                               -               (0.1)
            Decrease in deferred policy acquisition costs
              and value of business acquired                                                  4.1                2.6
            Goodwill amortization, net of adjustments                                         1.4                  -
            Net change in amounts due to/from parent and affiliates                          (1.2)               4.0
            Net decrease in other assets and liabilities                                      2.6                1.6
            Increase in income taxes                                                          2.2                2.1
                                                                                   ---------------    ---------------
Net cash provided by operating activities                                                    11.2               17.0
                                                                                   ---------------    ---------------

Cash Flows from Investing Activities:
     Proceeds from sales of:
           Debt securities available for sale                                                65.6              101.5
           Short-term investments                                                             2.8                0.1
     Investment maturities and repayments of:
           Debt securites available for sale                                                  9.2                5.9
     Cost of investment purchases in:
           Debt securities available for sale                                               (69.0)            (105.7)
           Short-term investments                                                               -               (2.8)
                                                                                   ---------------    ---------------
Net cash provided by (used for) investing activities                                          8.6               (1.0)
                                                                                   ---------------    ---------------

Cash Flows from Financing Activities:
     Deposits and interest credited for investment contracts                                  4.8                6.2
     Withdrawal of investment contracts                                                     (26.3)             (30.2)
     Other, net                                                                              (5.2)               4.4
                                                                                   ---------------    ---------------
Net cash used for financing activities                                                      (26.7)             (19.6)
                                                                                   ---------------    ---------------

Net decrease in cash and cash equivalents                                                    (6.9)              (3.6)
Cash and cash equivalents, beginning of period                                                9.1               22.9
                                                                                   ---------------    ---------------

Cash and cash equivalents, end of period                                                   $  2.2             $ 19.3
                                                                                   ===============    ===============

Supplemental cash flow information:
    Income taxes (received) paid, net                                                      $ (0.2)            $  0.2
                                                                                   ===============    ===============
</Table>


See Condensed Notes to Financial Statements.

                                       6

<Page>

CONDENSED NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

1.  BASIS OF PRESENTATION

    Aetna Insurance Company of America (the "Company") is a stock life insurance
    company organized in 1990 under the insurance laws of the state of
    Connecticut. Effective January 5, 2000, the Company changed its state of
    domicile from Connecticut to Florida. The Company is a wholly owned
    subsidiary of Aetna Life Insurance and Annuity Company ("ALIAC"). ALIAC is a
    wholly owned subsidiary of Aetna Retirement Holdings, Inc. ("HOLDCO").
    HOLDCO is a wholly owned subsidiary of Aetna Retirement Services, Inc.
    ("ARSI"), whose ultimate parent is ING Groep N.V. ("ING"). The Company has
    one operating segment and all revenue reported by the Company comes from
    external customers.

    The financial statements have been prepared in conformity with accounting
    principles generally accepted in the United States of America and are
    unaudited. Certain reclassifications have been made to the 2000 financial
    information to conform to the 2001 presentation. These interim statements
    necessarily rely heavily on estimates, including assumptions as to
    annualized tax rates. In the opinion of management, all adjustments
    necessary for a fair statement of results for the interim periods have been
    made. All such adjustments are of a normal, recurring nature. The
    accompanying financial statements should be read in conjunction with the
    financial statements and related notes as presented in the Company's 2000
    Annual Report on Form 10-K. Certain financial information that is normally
    included in annual financial statements prepared in accordance with
    accounting principles generally accepted in the United States of America,
    but that is not required for interim reporting purposes, has been condensed
    or omitted.

    Operating results for the three and nine months ended September 30, 2001 are
    not necessarily indicative of the results that may be expected for the year
    ended December 31, 2001.

2. NEW ACCOUNTING STANDARD

    As of January 1, 2001, the Company adopted 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 No. 133, FAS No. 138,
    Accounting for Certain Derivative Instruments and Certain Hedging Activities
    - an Amendment of FASB Statement 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.

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

                                       7
<Page>


    The Company may utilize futures contracts, options, interest rate swap
    agreements 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 its overall risk management
    program. Derivatives are recognized on the balance sheet at fair value. The
    Company does not 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 consolidated
    statements of income as part of realized capital gains and losses.

    Warrants are instruments that give the holder the right, but not the
    obligation, to buy or sell a fixed amount of an underlying asset at a fixed
    price in the future. Warrants are carried at fair value and are recorded as
    either derivative instruments or FAS No. 115 available for sale securities.
    Warrants that are considered derivatives are carried at fair value if they
    are readily convertible to cash. The values of these warrants can fluctuate
    given that the companies which underlie the warrants are non public
    companies. Warrants, considered to be derivatives, will be revalued each
    quarter and the change in the value of the warrants will be included in the
    consolidated statements of income. As of September 30, 2001, the Company had
    no warrants.

    The Company, at times, may own warrants on common stock which are not
    readily convertible to cash as they contain certain conditions which
    preclude their convertibility and therefore, will not be included in assets
    or liabilities as derivatives. If conditions are satisfied and the
    underlying stocks become marketable, the warrants would be reclassified as
    derivatives and recorded at fair value as an adjustment through current
    period results of operations.

    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. To the extent a financial instrument or insurance
    product (host instrument) contains 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 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 contract, the entire contract is carried on the balance sheet at
    fair value and is not designated as a hedging instrument. The Company had no
    material amounts of embedded derivatives at September 30, 2001.


                                       8
<Page>


3.  FUTURE ACCOUNTING STANDARD

    ACCOUNTING FOR GOODWILL AND INTANGIBLE ASSETS

    In July 2001, the Financial Accounting Standards Board ("FASB") issued
    Financial Accounting Standard ("FAS") No. 142, Accounting for Goodwill and
    Intangible Assets. Under the new standard, goodwill and intangible assets
    deemed to have indefinite lives will no longer be amortized but will be
    subject to annual impairment tests in accordance with the new standard.
    Other intangible assets will continue to be amortized over their useful
    lives.

    The Company will apply the new rules on accounting for goodwill and other
    intangible assets beginning in the first quarter of 2002. Application of the
    nonamortization provisions of the new standard is expected to result in an
    increase in net income; however, the Company is still assessing the impact
    of the new standard. During 2002, the Company will perform the required
    impairment tests of goodwill as of January 1, 2002 and has not yet
    determined what the effect of these tests will be on the earnings and
    financial position of the Company.

 4. SALE OF AETNA FINANCIAL SERVICES AND AETNA INTERNATIONAL

    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 the Aetna
    International business, for approximately $7.7 billion. The purchase price
    was comprised of approximately $5.0 billion in cash and the assumption of
    $2.7 billion of outstanding debt and other net liabilities. In connection
    with the acquisition, Aetna Inc. was renamed Lion Connecticut Holdings Inc.
    ("Lion"). At the time of the sale, Lion entered into certain transition
    services agreements with a former related party, Aetna U.S. Healthcare,
    which was renamed Aetna Inc. ("former Aetna").

    For accounting purposes, the acquisition was accounted for as of November
    30, 2000 using the purchase method. The application of the purchase method,
    including the recognition of goodwill, was pushed down and reflected on the
    financial statements of certain ARSI subsidiaries, including the Company.

    The purchase price was allocated to assets and liabilities based on their
    respective fair values. This revaluation resulted in a net increase to
    assets, excluding the effects of goodwill, of $3.2 million and a net
    increase to liabilities of $1.1 million. Additionally, the Company
    established goodwill of $98.9 million. Goodwill is being amortized over a
    period of 40 years. The allocation of the purchase price to assets and
    liabilities is subject to further refinement.

    Unaudited pro forma consolidated net income of the Company for the nine
    months ended September 30, 2000, assuming that the acquisition of the
    Company occurred at the beginning of 2000, would each have been
    approximately $1.9 million. The pro forma adjustments, which do not affect
    revenues, reflect primarily goodwill amortization.

                                       9
<Page>


5.  REVISION OF PRELIMINARY ALLOCATION OF PURCHASE PRICE

    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 the Aetna International
    business, on December 13, 2000.

    The preliminary allocation of the purchase price did not reflect any market
    value adjustments related to the Company's investment portfolios. The
    Company, after giving consideration to certain exposures in the general
    market place which, while existing prior to the acquisition, subsequently
    took on more significance, determined that a reduction in carrying value was
    warranted.

    The amount of the reductions in the carrying values of the investment
    portfolios were accounted for as components of the purchase price and the
    amounts assigned to the Company's assets and liabilities in the allocation
    of the purchase price were adjusted appropriately. That adjustment was
    generally reflected as an adjustment to goodwill.

6.  ADDITIONAL INFORMATION - ACCUMULATED OTHER COMPREHENSIVE INCOME

    Changes in accumulated other comprehensive income related to changes in
    unrealized gains on securities (excluding those related to experience-rated
    contractholders) were as follows:

<Table>
<Caption>

                                                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                                               ----------------------------------
      (MILLIONS)                                                                     2001                2000
     ------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                      <C>
     Unrealized holding gains arising during the period  (1)                         $ 2.1              $ 0.5
     Less:  reclassification adjustments for gains (losses) and other items
         included in net income  (2)                                                   0.2               (0.5)
     ------------------------------------------------------------------------------------------------------------
     Net unrealized gains on securities                                              $ 1.9              $ 1.0
     ============================================================================================================
</Table>

    (1) Pretax unrealized holding gains arising during the period were $3.2
        million and $0.8 million for 2001 and 2000, respectively.
    (2) Pretax reclassification adjustments for gains (losses) and other items
        included in net income were $0.3 million and $(0.8) million for 2001 and
        2000, respectively.




                                       10
<Page>


7.   VALUE OF BUSINESS ACQUIRED

     Value of business acquired ("VOBA") is an asset and represents the present
     value of estimated net cash flows embedded in the Company's contracts
     indirectly acquired by ING. VOBA is amortized in proportion to estimated
     gross profits and is adjusted to reflect actual gross profits over the life
     of the contracts (up to 30 years for annuity contracts and pension
     contracts).

     Activity for the nine months ended September 30, 2001 within VOBA was as
     follows:

<Table>
<Caption>

      (MILLIONS)
     -------------------------------------------------------
<S>                                                <C>
     Balance at December 31, 2000                  $58.7
     Additions                                       0.4
     Interest accrued at 7.0 %                       2.9
     Amortization                                   (7.6)
     -------------------------------------------------------
     Balance at September 30, 2001                 $54.4
     =======================================================
</Table>

8.  LITIGATION

    The Company is not currently involved in any material litigation.




                                       11
<Page>


                     INDEPENDENT ACCOUNTANTS' REVIEW REPORT



The Board of Directors
Aetna Insurance Company of America

We have reviewed the accompanying condensed balance sheet of Aetna Insurance
Company of America (the "Company") as of September 30, 2001, and the related
condensed statements of income, changes in stockholder's equity and cash flows
for the three-month and nine-month periods then ended. These financial
statements are the responsibility of the Company's management. The financial
statements of the Company for the three and nine-month periods ended September
30, 2000 were reviewed by other accountants whose report (dated October 31,
2000) stated that they were not aware of any material modifications that should
be made to those statements for them to be in conformity with accounting
principles generally accepted in the United States.

We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data, and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with auditing standards generally accepted in the United States, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.

Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed financial statements at September 30,
2001, and for the three-month and nine-month periods then ended for them to be
in conformity with accounting principles generally accepted in the United
States.


                                        /s/ Ernst & Young LLP


Hartford, Connecticut
November 8, 2001




                                       12
<Page>


ITEM 2.    MANAGEMENT'S ANALYSIS OF THE RESULTS OF OPERATIONS

The following analysis presents a review of the Company for the three months and
nine months ended September 30, 2001 and 2000. This review should be read in
conjunction with the financial statements and other data presented herein as
well as in the "Management's Analysis of the Results of Operations" section of
the Company's 2000 Annual Report on Form 10-K.

OVERVIEW

Sale of Aetna Financial Services and Aetna International

On December 13, 2000, ING America Insurance Holdings, Inc., an indirect wholly
owned subsidiary of ING Groep N.V. ("ING"), acquired Aetna Inc., comprised of
the Aetna Financial Services business, of which the Company is a part, and the
Aetna International business, for approximately $7.7 billion. The purchase price
was comprised of approximately $5.0 billion in cash and the assumption of $2.7
billion of outstanding debt and other net liabilities. In connection with the
acquisition, Aetna Inc. was renamed Lion Connecticut Holdings Inc. ("Lion"). At
the time of the sale, Lion entered into certain transition services agreements
with a former related party, Aetna U.S. Healthcare, which was renamed Aetna Inc.
("former Aetna"). Refer to Note 4 of Condensed Notes to Financial Statements for
more information on the acquisition.










                                       13
<Page>


RESULTS OF OPERATIONS

<Table>
<Caption>

                                                      THREE MONTHS ENDED SEPTEMBER 30,    NINE MONTHS ENDED SEPTEMBER 30,
                                                     --------------------------------------------------------------------
                                                            2001              2000              2001             2000
 (MILLIONS)
-------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>              <C>
Charges assessed against policyholders                  $      3.1        $      4.7        $     10.1       $     13.6
Net investment income                                          2.4               3.0               7.6              8.3
Net realized capital (losses) gains                           (0.4)              0.1               0.3             (0.8)
Other income                                                   0.4               0.3               1.0              1.1
-------------------------------------------------------------------------------------------------------------------------
     Total revenue                                             5.5               8.1              19.0             22.2
-------------------------------------------------------------------------------------------------------------------------
Current and future benefits                                    2.1               1.8               5.6              5.7
Operating expenses:
  Salaries and related benefits                                0.2               0.3               0.5              0.8
  Other                                                        0.4               0.9               1.8              3.0
Amortization of deferred policy acquisition costs
 and value of business acquired                                1.4               1.5               4.8              4.3
Amortization of goodwill                                       0.7               -                 1.9              -
-------------------------------------------------------------------------------------------------------------------------
     Total benefits and expenses                               4.8               4.5              14.6             13.8
-------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                     0.7               3.6               4.4              8.4
Income taxes                                                   0.1               0.8               1.8              2.4
-------------------------------------------------------------------------------------------------------------------------
Net income                                              $      0.6        $      2.8        $      2.6       $      6.0
=========================================================================================================================
Net realized capital (losses) gains, net of tax
 (included above)                                       $     (0.3)       $      0.1        $      0.2       $     (0.5)
=========================================================================================================================
Deposits not included above:
 Annuities - fixed options                              $      1.0        $      0.7        $      5.6       $      2.3
 Annuities - variable options                                  4.5               2.1              24.3              7.9
-------------------------------------------------------------------------------------------------------------------------
      Total                                             $      5.5        $      2.8        $     29.9       $     10.2
=========================================================================================================================
Assets under management:
 Annuities - fixed options  (1)(2)                                                          $    161.4       $    193.9
 Annuities - variable options (3)                                                                697.4          1,041.5
-------------------------------------------------------------------------------------------------------------------------
      Total  (4)                                                                            $    858.8       $  1,235.4
=========================================================================================================================
</Table>

(1)  Excludes net unrealized capital gains of $5.9 million at September 30, 2001
     and net unrealized capital losses of $2.3 million at September 30, 2000.
(2)  Includes $66.7 million and $72.7 million at September 30, 2001 and
     September 30, 2000, respectively, related to the assets supporting a
     guaranteed interest option.
(3)  Includes $533.9 million and $802.9 million at September 30, 2001 and
     September 30, 2000, respectively, of assets invested through the Company's
     products in unaffiliated mutual funds.
(4)  Includes $267.3 million and $310.2 million at September 30, 2001 and
     September 30, 2000, respectively, of assets managed by an affiliate of the
     Company, and includes $57.6 million and $122.3 million at September 30,
     2001 and September 30, 2000, respectively, of assets managed by the
     Company's parent, ALIAC.

Net income for the three months ended September 30, 2001 decreased $2.2 million
compared to the same period in 2000. Excluding goodwill amortization and net
realized capital gains and losses, results for the three months ended September
30, 2001 decreased $1.1 million, or 41%, compared to the same period in 2000.
Net income for the nine months ended September 30, 2001 decreased by $3.4
million compared to the same period in 2000. Excluding goodwill amortization and
net realized capital gains and losses, results for the nine months ended
September 30, 2001 decreased $2.2 million, or 34%, compared to the same period
in 2000.

                                       14
<Page>


The decreases in earnings for the three months and nine months ended September
30, 2001 are due primarily to a decrease in charges assessed against
policyholders partially offset by a decrease in operating expenses.

Substantially all of the charges assessed against policyholders reported by the
Company are derived from assets under management. For the quarter ended
September 30, 2001, assets under management decreased $376.6 million, or 30%,
compared to the same period in 2000 primarily due to a decline in the stock
market.

Annuity deposits relate to annuity contracts not containing life contingencies.
Deposits increased by $2.7 million and $19.7 million for the three months and
nine months ended September 30, 2001, respectively, compared to the same periods
in 2000 primarily due to an increase in employer sponsored annuity sales
partially offset by a decrease in individual annuity sales. The increase in
employer sponsored sales and decrease in individual annuity sales is primarily
the result of the Company's decision to focus its marketing efforts on expanding
its employer sponsored business and to not actively market its annuity products
to individuals. Refer to the "Outlook" section of Management's Analysis of the
Results of Operations in the Company's 2000 Annual Report on Form 10-K.

Lower operating expenses for the three months and nine months ended September
30, 2001 are primarily the result of the Company's decision to not actively
market its annuity products to individuals.

The effective tax rate decreased for the three months ended September 30, 2001
and increased for the nine months ended September 30, 2001 when compared to the
same periods a year ago. Relative to the amount of pretax income in all periods,
a decrease in the deduction for dividends received and the disallowance of
goodwill amortization as a deduction principally contributed to the decrease and
increase in the effective tax rate.

GENERAL ACCOUNT INVESTMENTS

Effective April 1, 2001, ING Investment Management, LLC, an affiliate of the
Company, became the advisor of the Company's general account investments
replacing Aeltus Investment Management, Inc, another affiliate of the Company.

The Company's invested assets were comprised of the following:

<Table>
<Caption>

(MILLIONS)                                                              SEPTEMBER 30, 2001      DECEMBER 31, 2000
-------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>                     <C>
Debt securities, available for sale, at fair value (1)                       $   134.3                  $   132.3
Nonredeemable preferred stock                                                      -                          1.0
Short-term investments (2)                                                         -                          2.7
-------------------------------------------------------------------------------------------------------------------
     Total investments                                                       $   134.3                  $   136.0
===================================================================================================================
</Table>

(1) Includes $10.5 million and $5.8 million of debt securities pledged to
    creditors at September 30, 2001 and December 31, 2000, respectively.
(2) Includes $2.3 million of short-term investments pledged to creditors at
    December 31, 2000.

                                       15
<Page>


Debt Securities

At September 30, 2001 and December 31, 2000, the Company's carrying value of
available for sale debt securities including debt securities pledged to
creditors (herein after referred to as "total debt securities") represented 100%
and 97%, respectively, of the total general account invested assets. For the
same periods, debt securities equal to $125.0 million (93% of the total debt
securities) and $119.1 million (90% of the total debt securities), respectively,
supported experience-rated contracts. Total debt securities reflected net
unrealized capital gains of $5.9 million and $0.8 million at September 30, 2001
and December 31, 2000, respectively.

It is management's objective that the portfolio of debt securities be of high
quality and be well diversified by market sector. The debt securities 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
debt security portfolio was AA- at September 30, 2001 and December 31, 2000.

The percentage of total debt securities by quality rating category is as
follows:

<Table>
<Caption>

                                 SEPTEMBER 30, 2001          DECEMBER 31, 2000
------------------------------------------------------------------------------
<S>                              <C>                         <C>
AAA                                     37.1%                       46.8%
AA                                       4.4                         5.8
A                                       38.1                        31.2
BBB                                     19.6                        16.2
BB and below                             0.8                         -
------------------------------------------------------------------------------
  Total                                100.0%                      100.0%
==============================================================================
</Table>


The percentage of total debt securities by market sector is as follows:

<Table>
<Caption>

                                                SEPTEMBER 30, 2001        DECEMBER 31, 2000
-------------------------------------------------------------------------------------------
<S>                                             <C>                       <C>
U.S. Corporate                                         59.6%                    56.2%
Residential Mortgage-backed                            12.8                     16.9
Foreign Securities (1)                                  8.1                      0.8
U.S. Treasuries/Agencies                                7.4                     11.2
Commercial/Multi-family Mortgage-backed                 7.0                      6.8
Asset-Backed                                            5.1                      8.1
-------------------------------------------------------------------------------------------
  Total                                               100.0%                   100.0%
===========================================================================================
</Table>

(1) Primarily U.S. dollar denominated.

FORWARD-LOOKING INFORMATION/RISK FACTORS

The "Forward-Looking Information/Risk Factors" section of AICA's 2000 Annual
Report on Form 10-K contains discussions of important risk factors related to
the Company's businesses.

                                       16
<Page>


PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The Company is not currently involved in any material litigation.

ITEM 5.    OTHER INFORMATION

RATINGS

The Company's financial strength ratings at November 9, 2001 and August 9, 2001
are as follows:

<Table>
<Caption>

                                                         RATING AGENCIES
                              --------------------------------------------------------------------
                                                              MOODY'S INVESTORS      STANDARD &
                                A.M. BEST         FITCH            SERVICE             POOR'S
--------------------------------------------------------------------------------------------------
<S>                             <C>               <C>         <C>                    <C>
November 9, 2001                    A+               AA+             Aa2                 AA+
August 9, 2001                      A+               AA+             Aa2                 AA+
--------------------------------------------------------------------------------------------------
</Table>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

        None

   (b)  Reports on Form 8-K

        None



                                       17
<Page>


                                    SIGNATURE

     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.

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


     November 13, 2001            By  /s/ Deborah Koltenuk
     -----------------              -----------------------------------------
          (Date)                      Deborah Koltenuk
                                      Vice President and Corporate Controller
                                           (Chief Accounting Officer)




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